[Federal Register Volume 69, Number 110 (Tuesday, June 8, 2004)]
[Notices]
[Pages 32082-32083]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 04-12901]


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SECURITIES AND EXCHANGE COMMISSION


Submission for OMB Review; 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. 350 et seq.), the Securities and Exchange 
Commission (the ``Commission'') has submitted to the Office of 
Management and Budget (``OMB'') a request for extension and approval of 
the collections of information discussed below.
    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

[[Page 32083]]

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.
    Compliance with the collection of information requirements of the 
rule and form is mandatory only for those funds that rely on the rule 
in order to repurchase shares of the fund. 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.
    General comments regarding the above information should be directed 
to the following persons: (i) 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 e-mail to: [email protected]; and (ii) R. Corey Booth, Director/Chief 
Information Officer, Office of Information Technology, Securities and 
Exchange Commission, 450 Fifth Street, NW., Washington, DC 20549. 
Comments must be submitted to OMB within 30 days of this notice.

    Dated: June 1, 2004.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 04-12901 Filed 6-7-04; 8:45 am]
BILLING CODE 8010-01-P