[Federal Register Volume 74, Number 226 (Wednesday, November 25, 2009)]
[Notices]
[Pages 61719-61720]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: E9-28228]


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SECURITIES AND EXCHANGE COMMISSION


Proposed Collection; Comment Request

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

Extension:
    Rule 23c-3 and 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 a request for extension of the previously 
approved collection of information discussed below.
    Rule 23c-3 (17 CFR 270.23c-3) under the Investment Company Act of 
1940 (15 U.S.C. 80a-1 et seq.) is entitled: ``Repurchase of Securities 
of Closed-End Companies.'' The rule permits certain closed-end 
investment companies (``closed-end funds'' or ``funds'') 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 filing 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 Financial Industry 
Regulatory Authority (``FINRA''). These materials are virtually 
always submitted to FINRA, instead of the Commission, under FINRA 
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 FINRA 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. The information provided to 
the Commission on Form N-23c-3 will not be kept confidential. 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.
    The Commission staff estimates that 31 funds make use of rule 23c-3 
annually, including one fund that is relying upon rule 23c-3 for the 
first time. The Commission staff estimates that on average a fund 
spends 89 hours annually in complying with the requirements of the rule 
and Form N-23c-3, with funds relying upon rule 23c-3 for the first time 
incurring an additional one-time burden of 28 hours. The Commission 
therefore estimates the total annual burden of the rule's and form's 
paperwork requirements to be 2787 hours.
    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

[[Page 61720]]

suggestions submitted in writing within 60 days of this publication.
    Please direct your written comments to Charles Boucher, Director/
CIO, Securities and Exchange Commission, C/O Shirley Martinson, 6432 
General Green Way, Alexandria, VA 22312; or send an e-mail to: [email protected].

    Dated: November 17, 2009.
Florence E. Harmon,
Deputy Secretary.
[FR Doc. E9-28228 Filed 11-24-09; 8:45 am]
BILLING CODE 8011-01-P