[Federal Register Volume 69, Number 57 (Wednesday, March 24, 2004)]
[Notices]
[Pages 13915-13916]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 04-6511]


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SECURITIES AND EXCHANGE COMMISSION


Proposed Collection; Comment Request

Upon written request, copies available from: Securities and Exchange 
Commission, Office of Filings and Information Services, Washington, DC 
20549.

Extension: Rule 23c-3, SEC File No. 270-373, OMB Control No. 3235-
0422;

    Form N-23c-3, SEC File No. 270-373, OMB Control No. 3235-0422.

    Notice is hereby given that, pursuant to the Paperwork Reduction 
Act of 1995 (44 U.S.C. 350l et seq.), the Securities

[[Page 13916]]

and Exchange Commission (the ``Commission'') is soliciting comments on 
the collections of information summarized below. The Commission plans 
to submit these existing collections of information to the Office of 
Management and Budget (``OMB'') for extension and approval.
    Rule 23c-3 under the Investment Company Act of 1940 [17 CFR 
270.23c-3] is entitled: ``Repurchase of Securities of Closed-End 
Companies.'' The rule permits certain closed-end investment companies 
(``closed-end funds'' or ``funds'') periodically to offer to repurchase 
from shareholders a limited number of shares at net asset value. The 
rule includes several reporting and recordkeeping requirements. The 
fund must send shareholders a notification that contains specified 
information each time the fund makes a repurchase offer (on a 
quarterly, semi-annual, or annual basis, or for certain funds, on a 
discretionary basis not more often than every two years). The fund also 
must file copies of the shareholder notification with the Commission 
(electronically through the Commission's Electronic Data Gathering, 
Analysis and Retrieval System (``EDGAR'')) attached to Form N-23c-3 [17 
CFR 274.221], a cover sheet that provides limited information about the 
fund and the type of offer the fund is making.\1\ The fund must 
describe in its annual report to shareholders the fund's policy 
concerning repurchase offers and the results of any repurchase offers 
made during the reporting period. The fund's board of directors must 
adopt written procedures designed to ensure that the fund's investment 
portfolio is sufficiently liquid to meet its repurchase obligations and 
other obligations under the rule. The board periodically must review 
the composition of the fund's portfolio and change the liquidity 
procedures as necessary. The fund also must file copies of 
advertisements and other sales literature with the Commission as if it 
were an open-end investment company subject to section 24 of the 
Investment Company Act [15 U.S.C. 80a-24] and the rules that implement 
section 24.\2\
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    \1\ Form N-23c-3 requires the fund to state its registration 
number, its full name and address, the date of the accompanying 
shareholder notification, and the type of offer being made 
(periodic, discretionary, or both).
    \2\ Rule 24b-3 under the Investment Company Act [17 CFR 270.24b-
3], however, would generally exempt the fund from that requirement 
when the materials are filed instead with the National Association 
of Securities Dealers (``NASD''), as nearly always occurs under NASD 
procedures, which apply to the underwriter of every fund.
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    The requirement that the fund send a notification to shareholders 
of each offer is intended to ensure that a fund provides material 
information to shareholders about the terms of each offer, which may 
differ from previous offers on such matters as the maximum amount of 
shares to be repurchased (the maximum repurchase amount may range from 
5% to 25% of outstanding shares). The requirement that copies be sent 
to the Commission is intended to enable the Commission to monitor the 
fund's compliance with the notification requirement. The requirement 
that the shareholder notification be attached to Form N-23c-3 is 
intended to ensure that the fund provides basic information necessary 
for the Commission to process the notification and to monitor the 
fund's use of repurchase offers. The requirement that the fund describe 
its current policy on repurchase offers and the results of recent 
offers in the annual shareholder report is intended to provide 
shareholders current information about the fund's repurchase policies 
and its recent experience. The requirement that the board approve and 
review written procedures designed to maintain portfolio liquidity is 
intended to ensure that the fund has enough cash or liquid securities 
to meet its repurchase obligations, and that written procedures are 
available for review by shareholders and examination by the Commission. 
The requirement that the fund file advertisements and sales literature 
as if it were an open-end investment company is intended to facilitate 
the review of these materials by the Commission or the NASD to prevent 
incomplete, inaccurate, or misleading disclosure about the special 
characteristics of a closed-end fund that makes periodic repurchase 
offers.
    Complying with the collection of information requirements of the 
rule is mandatory only for those funds that rely on the rule in order 
to repurchase shares of the fund. The information provided to the 
Commission on Form N-23c-3 will not be kept confidential.
    Written comments are invited on: (a) Whether the collections of 
information are necessary for the proper performance of the functions 
of the Commission, including whether the information has practical 
utility; (b) the accuracy of the Commission's estimate of the burdens 
of the collections of information; (c) ways to enhance the quality, 
utility, and clarity of the information collected; and (d) ways to 
minimize the burdens of the collections of information on respondents, 
including through the use of automated collection techniques or other 
forms of information technology. Consideration will be given to 
comments and suggestions submitted in writing within 60 days of this 
publication.
    Please direct your written comments to R. Corey Booth, Director/
Chief Information Officer, Office of Information Technology, Securities 
and Exchange Commission, 450 Fifth Street, NW., Washington, DC 20549.

    Dated: March 16, 2004.
J. Lynn Taylor,
Assistant Secretary.
[FR Doc. 04-6511 Filed 3-23-04; 8:45 am]
BILLING CODE 8010-01-U