
[Federal Register Volume 77, Number 167 (Tuesday, August 28, 2012)]
[Notices]
[Page 52076]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2012-21113]



[[Page 52076]]

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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. 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. To protect 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.
    Based on staff experience, the Commission staff estimates that 20 
funds make use of rule 23c-3 annually, including two 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 
burden of the rule's and form's paperwork requirements to be 1,836 
hours. In addition to the burden hours, the Commission estimates that 
the average yearly cost to each fund that relies on rule 23c-3 to print 
and mail repurchase offers to shareholders is approximately $29,966.50. 
The Commission estimates total annual cost is therefore approximately 
$599,330.
    Estimates of average burden hours and costs are made solely for the 
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 
collections of information are necessary for the proper performance of 
the functions of the agency, including whether the information has 
practical utility; (b) the accuracy of the agency'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 Thomas Bayer, Director/Chief 
Information Officer, Securities and Exchange Commission, c/o Remi 
Pavlik-Simon, 6432 General Green Way, Alexandria, VA 22312; or send an 
email to: PRA_Mailbox@sec.gov.

    Dated: August 22, 2012.
Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2012-21113 Filed 8-27-12; 8:45 am]
BILLING CODE 8011-01-P


