2010-20374. Submission for OMB Review; Comment Request

Upon Written Request, Copies Available From: Securities and Exchange Commission, Office of Investor Education and Advocacy, Washington, DC 20549-0213.

Extension:

Regulation S-AM; SEC File No. 270-548; OMB Control No. 3235-0609.

Notice is hereby given that pursuant to the Paperwork Reduction Act of 1995 (44 U.S.C. 3501 et seq.) the Securities and Exchange Commission (“Commission”) has submitted to the Office of Management and Budget a request for approval of extension of the previously approved collection of information provided for in Regulation S-AM (17 CFR Part 248, Subpart B), under the Fair and Accurate Credit Transactions Act of 2003 (Pub. L. 108-159, Section 214, 117 Stat. 1952 (2003)) (“FACT Act”), the Securities and Exchange Act of 1934 (15 U.S.C. 78a et seq.), the Investment Company Act of 1940 (15 U.S.C. 80a-1 et seq.), and the Investment Advisers Act of 1940 (15 U.S.C. 80b-1 et seq.).

Regulation S-AM implements the requirements of Section 214 of the FACT Act as applied to brokers, dealers, and investment companies, as well as investment advisers and transfer agents that are registered with the Commission (collectively, “Covered Persons”). As directed by Section 214 of the FACT Act, before a receiving affiliate may make marketing solicitations based on the communication of certain consumer financial information from a Covered Person, the Covered Person must provide a notice to each affected individual informing the individual of his or her right to prohibit such marketing. The regulation potentially applies to all of the approximately 22,106 Covered Persons registered with the Commission, although only approximately 15,474 of them have one or more corporate affiliates, and the regulation would require only approximately 2,211 of them to provide consumers with notice and an opt-out opportunity.

The Commission staff estimates that there are approximately 12,021 Covered Persons having one or more affiliates, and that they would require an average one-time burden of 1 hour to review affiliate marketing practices, for a total of 12,021 hours, at a total staff cost of approximately $2,524,410. The staff also estimates that approximately 2,147 Covered Persons would be required to provide notice and opt-out opportunities to consumers, and would incur an average first-year burden of 18 hours in doing so, for a total estimated first-year burden of 38,646 hours, at a total staff cost of approximately $10,279,836. With regard to continuing notice burdens, the staff estimates that each of the approximately 2,147 Covered Persons required to provide notice and opt-out opportunities to consumers would incur a burden of approximately 4 hours per year to create and deliver notices to new consumers and record any opt outs that are received on an ongoing basis, for a total of 8,588 hours, at a total staff cost of approximately $489,516 per year.

An agency may not conduct or sponsor, and a person is not required to respond to, a collection of information unless it displays a currently valid control number.

Comments should be submitted (i) in writing to: Desk Officer for the Securities and Exchange Commission, Office of Information and Regulatory Affairs, Office of Management and Budget, Room 10102, New Executive Office Building, Washington, DC 20503, or by an e-mail to: [e-mail]; and (ii) in writing to: Charles Boucher Director/Chief Information Officer, Securities and Exchange Commission, c/o Shirley Martinson, 6432 General Green Way, Alexandria, VA 22312, or by e-mail to: [e-mail]. Comments must be submitted to OMB within 30 days of this notice.

Dated: August 11, 2010.

Florence E. Harmon,

Deputy Secretary.