80 FR 30314 - Proposed Collection; Comment Request

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 80, Issue 101 (May 27, 2015)

Page Range		30314-30315
FR Document		2015-12685
Federal Register, Volume 80 Issue 101 (Wednesday, May 27, 2015)
[Federal Register Volume 80, Number 101 (Wednesday, May 27, 2015)]
[Notices]
[Pages 30314-30315]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2015-12685]


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SECURITIES AND EXCHANGE COMMISSION


Proposed Collection; Comment Request

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

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

    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 approves 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

[[Page 30315]]

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 21 
funds make use of rule 23c-3 annually, including six 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 2,037 
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 
$629,297.
    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 Pamela Dyson, Director/Chief 
Information Officer, Securities and Exchange Commission, C/O Remi 
Pavlik-Simon, 100 F Street NE., Washington, DC 20549; or send an email 
to: [email protected].

    Dated: May 20, 2015.
Robert W. Errett,
Deputy Secretary.
[FR Doc. 2015-12685 Filed 5-26-15; 8:45 am]
 BILLING CODE 8011-01-P
30314 Federal Register / Vol. 80, No. 101 / Wednesday, May 27, 2015 / Notices

proceedings involving or against, application, from May 20, 2015 until the of offer the fund is making.1 The fund
Covered Persons, including, without Commission takes final action on their must describe in its annual report to
limitation, the consideration by the application for a permanent order. shareholders the fund’s policy
Commission of a permanent exemption By the Commission. concerning repurchase offers and the
from section 9(a) of the Act requested Jill M. Peterson,
results of any repurchase offers made
pursuant to the application or the during the reporting period. The fund’s
Assistant Secretary.
revocation or removal of any temporary board of directors must adopt written
exemptions granted under the Act in [FR Doc. 2015–12757 Filed 5–26–15; 8:45 am] procedures designed to ensure that the
connection with the application. BILLING CODE P fund’s investment portfolio is
2. Neither the Applicants nor any of sufficiently liquid to meet its repurchase
the other Covered Persons will employ obligations and other obligations under
any of the current or former employees SECURITIES AND EXCHANGE the rule. The board periodically must
of the Settling Firm or any Covered COMMISSION review the composition of the fund’s
Person who previously has been or who portfolio and change the liquidity
Proposed Collection; Comment
subsequently may be identified by the procedures as necessary. The fund also
Request
Settling Firm, RBSG or any U.S. or non- must file copies of advertisements and
U.S. regulatory or enforcement agency Upon Written Request, Copies Available other sales literature with the
as having been responsible for the From: Securities and Exchange Commission as if it were an open-end
Conduct, without first making a further Commission, Office of FOIA Services, investment company subject to section
application to the Commission pursuant 100 F Street NE., Washington, DC 24 of the Investment Company Act (15
to section 9(c). 20549–2736 U.S.C. 80a–24) and the rules that
3. Each Applicant and Covered Person implement section 24. Rule 24b–3 under
will adopt and implement policies and Extension: the Investment Company Act (17 CFR
procedures reasonably designed to Rule 23c–3 and Form N–23c–3, OMB
270.24b–3), however, exempts the fund
Control No. 3235–0422, SEC File No.
ensure that it will comply with the 270–373. from that requirement if the materials
terms and conditions of the Orders are filed instead with the Financial
within 60 days of the date of the Notice is hereby given that, pursuant Industry Regulatory Authority
Permanent Order or, with respect to to the Paperwork Reduction Act of 1995 (‘‘FINRA’’).
condition 4, such date as may be (44 U.S.C. 3501 et. seq.), the Securities The requirement that the fund send a
contemplated by the Plea Agreement, or and Exchange Commission (the notification to shareholders of each offer
the CFTC Order, the Federal Reserve ‘‘Commission’’) is soliciting comments is intended to ensure that a fund
Order, the FCA Order, or any other on the collection of information provides material information to
orders issued by regulatory or summarized below. The Commission shareholders about the terms of each
enforcement agencies addressing the plans to submit this existing collection offer. The requirement that copies be
Conduct. of information to the Office of sent to the Commission is intended to
4. The Settling Firm will comply in Management and Budget (‘‘OMB’’) for enable the Commission to monitor the
all material respects with the material extension and approval. fund’s compliance with the notification
terms and conditions of the Plea Rule 23c–3 (17 CFR 270.23c–3) under requirement. The requirement that the
Agreement, with the material terms of the Investment Company Act of 1940 shareholder notification be attached to
the CFTC Order, the Federal Reserve Form N–23c–3 is intended to ensure
(15 U.S.C. 80a–1 et seq.) permits a
Order, the FCA Order or any other that the fund provides basic information
registered closed-end investment
orders issued by regulatory or necessary for the Commission to process
company (‘‘closed-end fund’’ or ‘‘fund’’)
enforcement agencies addressing the the notification and to monitor the
that meets certain requirements to
Conduct. fund’s use of repurchase offers. The
repurchase common stock of which it is
5. Applicants will provide written requirement that the fund describe its
the issuer from shareholders at periodic
notification to the Chief Counsel of the current policy on repurchase offers and
intervals, pursuant to repurchase offers
Commission’s Division of Investment the results of recent offers in the annual
made to all holders of the stock. The
Management with a copy to the Chief shareholder report is intended to
rule enables these funds to offer their
Counsel of the Commission’s Division of provide shareholders current
shareholders a limited ability to resell information about the fund’s repurchase
Enforcement of a material violation of their shares in a manner that previously
the terms and conditions of any of the policies and its recent experience. The
was available only to open-end requirement that the board approves
Orders within 30 days of discovery of investment company shareholders. To
the material violation. and review written procedures designed
protect shareholders, a closed-end fund to maintain portfolio liquidity is
Temporary Order that relies on rule 23c–3 must send intended to ensure that the fund has
The Commission has considered the shareholders a notification that contains enough cash or liquid securities to meet
matter and finds that Applicants have specified information each time the its repurchase obligations, and that
made the necessary showing to justify fund makes a repurchase offer (on a written procedures are available for
granting a temporary exemption. quarterly, semi-annual, or annual basis, review by shareholders and examination
Accordingly, or, for certain funds, on a discretionary by the Commission. The requirement
It is hereby ordered, pursuant to basis not more often than every two that the fund file advertisements and
years). The fund also must file copies of
mstockstill on DSK4VPTVN1PROD with NOTICES

section 9(c) of the Act, that the sales literature as if it were an open-end
Applicants and any other Covered the shareholder notification with the fund is intended to facilitate the review
Persons are granted a temporary Commission (electronically through the
exemption from the provisions of Commission’s Electronic Data 1 Form N–23c–3, entitled ‘‘Notification of

section 9(a), solely with respect to the Gathering, Analysis, and Retrieval Repurchase Offer Pursuant to Rule 23c–3,’’ requires
System (‘‘EDGAR’’)) on Form N–23c–3, the fund to state its registration number, its full
guilty plea entered into pursuant to the name and address, the date of the accompanying
Plea Agreement, subject to the a filing that provides certain shareholder notification, and the type of offer being
representations and conditions in the information about the fund and the type made (periodic, discretionary, or both).

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Federal Register / Vol. 80, No. 101 / Wednesday, May 27, 2015 / Notices 30315

of these materials by the Commission or Information Officer, Securities and Percent
FINRA to prevent incomplete, Exchange Commission, C/O Remi
inaccurate, or misleading disclosure Pavlik-Simon, 100 F Street NE., Businesses Without Credit Avail-
about the special characteristics of a Washington, DC 20549; or send an email able Elsewhere ........................ 4.000
closed-end fund that makes periodic to: PRA_Mailbox@sec.gov. Non-Profit Organizations With
repurchase offers. Credit Available Elsewhere ..... 2.625
Dated: May 20, 2015. Non-Profit Organizations Without
Based on staff experience, the
Robert W. Errett, Credit Available Elsewhere ..... 2.625
Commission staff estimates that 21
Deputy Secretary. For Economic Injury:
funds make use of rule 23c–3 annually, Businesses & Small Agricultural
including six funds that are relying [FR Doc. 2015–12685 Filed 5–26–15; 8:45 am]
Cooperatives Without Credit
upon rule 23c–3 for the first time. The BILLING CODE 8011–01–P
Available Elsewhere ................ 4.000
Commission staff estimates that on Non-Profit Organizations Without
average a fund spends 89 hours Credit Available Elsewhere ..... 2.625
annually in complying with the SMALL BUSINESS ADMINISTRATION
requirements of the rule and Form N– The number assigned to this disaster
[Disaster Declaration #14319 and #14320]
23c–3, with funds relying upon rule for physical damage is 14319 5 and for
23c–3 for the first time incurring an New York Disaster #NY–00160 economic injury is 14320 0.
additional one-time burden of 28 hours. The States which received an EIDL
The Commission therefore estimates the AGENCY: U.S. Small Business Declaration # are New York,
total annual burden of the rule’s and Administration. Massachusetts, Vermont.
form’s paperwork requirements to be ACTION: Notice (Catalog of Federal Domestic Assistance
2,037 hours. In addition to the burden Numbers 59002 and 59008)
hours, the Commission estimates that SUMMARY: This is a notice of an
Administrative declaration of a disaster Dated: May 19, 2015.
the average yearly cost to each fund that
for the State of NEW YORK dated Maria Contreras-Sweet,
relies on rule 23c–3 to print and mail
repurchase offers to shareholders is 05/19/2015. Administrator.
approximately $29,966.50. The Incident: Multi Story Buildings Fire. [FR Doc. 2015–12677 Filed 5–26–15; 8:45 am]
Commission estimates total annual cost Incident Period: 04/10/2015. BILLING CODE 8025–01–P
is therefore approximately $629,297. Effective Date: 05/19/2015.
Estimates of average burden hours Physical Loan Application Deadline
and costs are made solely for the Date: 07/20/2015. SMALL BUSINESS ADMINISTRATION
purposes of the Paperwork Reduction Economic Injury (EIDL) Loan
[Disaster Declaration #14321 and #14322]
Act and are not derived from a Application Deadline Date: 02/19/2016.
comprehensive or even representative ADDRESSES: Submit completed loan West Virginia Disaster #WV–00019
survey or study of the costs of applications to: U.S. Small Business
Commission rules and forms. Administration, Processing And AGENCY: U.S. Small Business
Compliance with the collection of Disbursement Center, 14925 Kingsport Administration.
information requirements of the rule Road, Fort Worth, TX 76155. ACTION: Notice.
and form is mandatory only for those FOR FURTHER INFORMATION CONTACT: A. SUMMARY: This is a Notice of the
funds that rely on the rule in order to Escobar, Office of Disaster Assistance, Presidential declaration of a major
repurchase shares of the fund. The U.S. Small Business Administration, disaster for Public Assistance Only for
information provided to the 409 3rd Street SW., Suite 6050, the State of West Virginia (FEMA–4220–
Commission on Form N–23c–3 will not Washington, DC 20416. DR), dated 05/18/2015.
be kept confidential. An agency may not
SUPPLEMENTARY INFORMATION: Notice is Incident: Severe Storms, Flooding,
conduct or sponsor, and a person is not
hereby given that as a result of the Landslides, and Mudslides.
required to respond to, a collection of Incident Period: 04/08/2015 through
Administrator’s disaster declaration,
information unless it displays a
applications for disaster loans may be 04/11/2015.
currently valid OMB control number. Effective Date: 05/18/2015.
Written comments are invited on: (a) filed at the address listed above or other
locally announced locations. Physical Loan Application Deadline
Whether the proposed collections of
The following areas have been Date: 07/17/2015.
information are necessary for the proper Economic Injury (EIDL) Loan
performance of the functions of the determined to be adversely affected by
the disaster: Application Deadline Date: 02/18/2016.
agency, including whether the
Primary Counties: Rensselaer ADDRESSES: Submit completed loan
information has practical utility; (b) the
accuracy of the agency’s estimate of the Contiguous Counties: applications to: U.S. Small Business
burdens of the collections of New York: Albany, Columbia, Greene, Administration, Processing and
information; (c) ways to enhance the Saratoga, Washington Disbursement Center, 14925 Kingsport
quality, utility, and clarity of the Massachusetts: Berkshire Road, Fort Worth, TX 76155.
information collected; and (d) ways to Vermont: Bennington FOR FURTHER INFORMATION CONTACT: A.
minimize the burdens of the collections The Interest Rates are: Escobar, Office of Disaster Assistance,
of information on respondents, U.S. Small Business Administration,
Percent 409 3rd Street SW., Suite 6050,
mstockstill on DSK4VPTVN1PROD with NOTICES

including through the use of automated
collection techniques or other forms of Washington, DC 20416.
For Physical Damage:
information technology. Consideration SUPPLEMENTARY INFORMATION: Notice is
Homeowners With Credit Avail-
will be given to comments and able Elsewhere ........................ 3.625
hereby given that as a result of the
suggestions submitted in writing within Homeowners Without Credit President’s major disaster declaration on
60 days of this publication. Available Elsewhere ................ 1.813 05/18/2015, Private Non-Profit
Please direct your written comments Businesses With Credit Available organizations that provide essential
to Pamela Dyson, Director/Chief Elsewhere ................................ 6.000 services of governmental nature may file

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Document Created: 2015-12-15 15:35:37
Document Modified: 2015-12-15 15:35:37
Category		Regulatory Information
Collection		Federal Register
sudoc Class		AE 2.7: GS 4.107: AE 2.106:
Publisher		Office of the Federal Register, National Archives and Records Administration
Section		Notices
FR Citation		80 FR 30314