[Federal Register Volume 89, Number 131 (Tuesday, July 9, 2024)]
[Notices]
[Pages 56461-56462]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2024-14977]


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SECURITIES AND EXCHANGE COMMISSION

[SEC File No. 270-373, OMB Control No. 3235-0422]


Proposed Collection; Comment Request; Extension: Rule 23c-3 and 
Form N-23c-3

Upon Written Request, Copies Available From: Securities and Exchange 
Commission, Office of FOIA Services, 100 F Street NE, Washington, DC 
20549-2736.

    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 (the ``Commission'') is soliciting comments on the 
collection of information summarized below. The Commission plans to 
submit this existing collection of information to the Office of 
Management and Budget (``OMB'') for extension and approval.
    Rule 23c-3 (17 CFR 270.23c-3) under the Investment Company Act of 
1940 (15 U.S.C. 80a-1 et seq.) permits a registered closed-end 
investment company (``closed-end fund'' or ``fund'') that meets certain 
requirements to repurchase common stock of which it is the issuer from 
shareholders at periodic intervals, pursuant to repurchase offers made 
to all holders of the stock. The rule enables these funds to offer 
their shareholders a limited ability to resell their shares in a manner 
that previously was available only to open-end investment company 
shareholders.
    A closed-end fund that relies on rule 23c-3 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'')) on Form N-23c-3, a filing that provides certain 
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. Rule 24b-3 under the Investment Company Act (17 
CFR 270.24b-3), however, exempts the fund from that requirement if the 
materials are filed instead with the Financial Industry Regulatory 
Authority (``FINRA'').
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    \1\ Form N-23c-3, entitled ``Notification of Repurchase Offer 
Pursuant to Rule 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).
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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. 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 fund 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.
    The Commission staff estimates that 860 funds make use of rule 23c-
3 annually, including 14 funds that are 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 hour burden of the rule's and 
form's paperwork requirements to be 7,512 hours. In addition to the 
burden hours, the Commission staff estimates that the average yearly 
cost to each fund that relies on rule 23c-3 to print and mail 
repurchase offers to shareholders is about $38,003.10. The Commission 
estimates total annual cost is therefore about $3,040,248.
    Estimates of average burden hours and costs are made solely for 
purposes of the Paperwork Reduction Act and are not derived from a 
comprehensive or even representative survey or study of the costs of 
Commission rules and forms. 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 OMB control number.
    Written comments are invited on: (a) whether the proposed 
collection of information is necessary for the proper performance of 
the functions of the Commission, including whether the information 
shall have practical utility; (b) the accuracy of the Commission's 
estimate of the burden of the collection of information; (c) ways to 
enhance the quality, utility, and clarity of the information collected; 
and (d) ways to minimize the burden of the collection 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 by September 9, 2024.
    An agency may not conduct or sponsor, and a person is not required 
to respond to, a collection of information

[[Page 56462]]

under the PRA unless it displays a currently valid OMB control number.
    Please direct your written comments to: Austin Gerig, Director/
Chief Data Officer, Securities and Exchange Commission, c/o Oluwaseun 
Ajayi, 100 F Street NE, Washington, DC 20549 or send an email to: 
[email protected].

    Dated: July 2, 2024.
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2024-14977 Filed 7-8-24; 8:45 am]
BILLING CODE 8011-01-P