74310 Federal Register / Vol. 89, No. 177 / Thursday, September 12, 2024 / Notices 

11 15 U.S.C. 78s(b)(2). 

12 15 U.S.C 78s(b)(2)(B)(ii)(II). 

13 Id. 

14 17 CFR 200.30–3(a)(57). 

1 15 U.S.C. 78s(b)(1). 

2 15 U.S.C. 78a. 

3 17 CFR 240.19b–4. 

4For purposes of the Exchange’s colocation 

services, a ‘‘User’’ means any market participant 

that requests to receive colocation services directly 

from the Exchange. See Securities Exchange Act 

Release No. 83351 (May 31, 2018), 83 FR 26314 at 

n.9 (June 6, 2018) (SR–NYSENAT–2018–07). As 

specified in the Fee Schedule, a User that incurs 

colocation fees for a particular colocation service 

pursuant thereto would not be subject to colocation 

fees for the same colocation service charged by the 

New York Stock Exchange LLC (‘‘NYSE’’), NYSE 

American LLC, NYSE Arca, Inc., and NYSE 

Chicago, Inc. (together, the ‘‘Affiliate SROs’’). Each 

Affiliate SRO has submitted substantially the same 

proposed rule change to propose the changes 

described herein. See SR–NYSE–2024–49, SR– 

NYSEAMER–2024–52, SR–NYSEARCA–2024–71, 

and SR–NYSECHX–2024–27. 

5Through its Fixed Income and Data Services 

(‘‘FIDS’’) (previously ICE Data Services) business, 

Intercontinental Exchange, Inc. (‘‘ICE’’) operates the 

MDC. The Exchange and the Affiliate SROs are 

indirect subsidiaries of ICE. 

6See Securities Exchange Act Release No. 90732 

(December 18, 2020), 85 FR 84443 (December 28, 

2020) (SR–NYSE–2020–73, SR–NYSEAMER–2020– 

66, SR–NYSEArca–2020–82, SR–NYSECHX–2020– 

26, and SR–NYSENAT–2020–28) (establishing the 

procedures in current Colocation Note 6(a) and 

7(a)). 

7See Securities Exchange Act Release No. 91515 

(April 8, 2021), 86 FR 19674 (April 14, 2021) (SR– 

NYSE–2021–12, SR–NYSEAMER–2021–08, SR– 

NYSEArca–2021–11, SR–NYSECHX–2021–02, and 

SR–NYSENAT–2021–03) (establishing the 

procedures in current Colocation Note 6(b) and 

7(b)). 

8See Securities Exchange Act Release No. 98937 

(November 14, 2023), 88 FR 80795 (November 20, 

2023) (SR–NYSE–2023–29, SR–NYSEAMER–2023– 

39, SR–NYSEArca–2023–53, SR–NYSECHX–2023– 

16, and SR–NYSENAT–2023–18) (‘‘Ordering 

Window Approval Order’’). 

9 Id., at 80794. 

Section 19(b)(2) of the Exchange 

Act 11 provides that proceedings to 

determine whether to approve or 

disapprove a proposed rule change must 

be concluded within 180 days of the 

date of publication of notice of filing of 

the proposed rule change. The time for 

conclusion of the proceedings may be 

extended for up to 60 days if the 

Commission determines that a longer 

period is appropriate and publishes the 

reasons for such determination.12 The 

180th day after publication of the Notice 

in the Federal Register is September 11, 

2024. 

The Commission is extending the 

period for Commission action on the 

Proposed Rule Change, as modified by 

Partial Amendment No. 1. The 

Commission finds that it is appropriate 

to designate a longer period within 

which to take action on the Proposed 

Rule Change so that the Commission has 

sufficient time to consider the issues 

raised by the Proposed Rule Change and 

to take action on the Proposed Rule 

Change. Accordingly, pursuant to 

Section 19(b)(2)(B)(ii)(II) of the 

Exchange Act,13 the Commission 

designates November 10, 2024, as the 

date by which the Commission should 

either approve or disapprove the 

Proposed Rule Change SR–FICC–2024– 

003. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.14

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2024–20632 Filed 9–11–24; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–100967; File No. SR– 

NYSENAT–2024–24] 

Self-Regulatory Organizations; NYSE 

National, Inc.; Notice of Filing and 

Immediate Effectiveness of Proposed 

Rule Change Amending the Existing 

Note in the Connectivity Fee Schedule 

September 6, 2024. 

Pursuant to Section 19(b)(1) 1 of the 

Securities Exchange Act of 1934 

(‘‘Act’’) 2 and Rule 19b–4 thereunder,3

notice is hereby given that on August 

27, 2024, NYSE National, Inc. (‘‘NYSE 

National’’ or the ‘‘Exchange’’) filed with 

the Securities and Exchange 

Commission (the ‘‘Commission’’) the 

proposed rule change as described in 

Items I and II below, which Items have 

been prepared by the self-regulatory 

organization. The Commission is 

publishing this notice to solicit 

comments on the proposed rule change 

from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange proposes to amend the 

existing note in the Connectivity Fee 

Schedule (‘‘Fee Schedule’’) regarding 

cabinet and combined waitlists. The 

proposed rule change is available on the 

Exchange’s website at www.nyse.com, at 

the principal office of the Exchange, and 

at the Commission’s Public Reference 

Room. 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, the 

self-regulatory organization included 

statements concerning the purpose of, 

and basis for, the proposed rule change 

and discussed any comments it received 

on the proposed rule change. The text 

of those statements may be examined at 

the places specified in Item IV below. 

The Exchange has prepared summaries, 

set forth in sections A, B, and C below, 

of the most significant parts of such 

statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and the 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The Exchange proposes to amend the 

existing note in the Fee Schedule 

regarding cabinet and combined 

waitlists. 

Background 

Shortly after the onset of the Covid– 

19 pandemic, the Exchange began 

experiencing unprecedented User 4

demand for cabinets and power at the 

Mahwah, New Jersey data center 

(‘‘MDC’’).5 In order to manage its 

inventory, in late 2020, the Exchange 

filed to create purchasing limits and a 

waitlist for cabinet orders (‘‘Cabinet 

Waitlist’’).6 In early 2021, the Exchange 

filed to create additional purchasing 

limits and a waitlist for orders for 

additional power in the MDC.7

In 2021 and 2022, the Exchange 

expanded the amount of space and 

power available in the MDC by opening 

a new colocation hall (i.e., Hall 4). ICE 

is currently expanding the amount of 

colocation space and power available at 

the MDC through a new colocation hall 

(i.e., Hall 5). 

The Exchange subsequently amended 

the Fee Schedule to provide an 

alternative procedure by which the 

Exchange can allocate power in the 

Mahwah Data Center via depositguaranteed orders from Users made 

within a 90-day ‘‘Ordering Window.’’ 8

The Ordering Window procedure was 

designed with the goal of addressing 

both (a) whether customer demand 

would support additional expansion 

projects to provide further power, and 

(b) the fact that previous procedures in 

the Fee Schedule were not well-tailored 

to allocating large amounts of power 

that become available all at once, such 

as when a new colocation hall opens.9

Orders received during an Ordering 

Window are not considered finalized 

until the Exchange has received the 

User’s signed order form and a deposit 

equal to two months’ worth of the 

monthly recurring costs of the amount 

of new power ordered. 

The Exchange had a power and 

cabinet waitlist (‘‘Combined Waitlist’’) 

in place before the Ordering Window. 


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Federal Register / Vol. 89, No. 177 / Thursday, September 12, 2024 / Notices 74311 

10The proposed change would not apply to Users 

that are already on a waitlist at the time the 

proposed change becomes operative. 

11See Ordering Window Approval Order, supra 

note 8. 

12Because monthly charges are calculated based 

on power, not on cabinets, the Exchange proposes 

to calculate the deposit based on the power 

requested for the cabinets ordered. In such a case, 

the deposit would be calculated as (a) the number 

of kilowatts allocated to the cabinets the User is 

ordering, multiplied by (b) the appropriate ‘‘Per kW 

Monthly Fee’’ as indicated in the Connectivity Fee 

Schedule. The Per kW Monthly Fee is a factor of 

the total number of kilowatts allocated to all of a 

User’s dedicated cabinets and varies based on the 

total kilowatts allocated to a User. 

13The deposit would be calculated as (a) the 

number of kilowatts allocated to the cabinets the 

User is ordering, if any, plus the number of 

kilowatts of additional power, multiplied by (b) the 

appropriate ‘‘Per kW Monthly Fee’’ as indicated in 

the Connectivity Fee Schedule. The Per kW 

Monthly Fee is a factor of the total number of 

kilowatts allocated to all of a User’s dedicated 

cabinets and varies based on the total kilowatts 

allocated to a User. 

14 15 U.S.C. 78f(b). 

15 15 U.S.C. 78f(b)(5). 

16 15 U.S.C. 78f(b)(4). 

The Exchange found that when the 

Combined Waitlist was in effect, 

approximately 2⁄3 of its offers of power 

were rejected. Users further down the 

Combined Waitlist received power only 

after those higher up the Combined 

Waitlist were offered the power and 

rejected it. As a result, the Users that 

actually wanted power received it only 

after a delay that lasted weeks or even 

months. 

Proposed Changes 

In response, the Exchange proposes to 

amend Fee Schedule Colocation Note 7 

(Cabinet and Combined Waitlists) 

(‘‘Note 7’’) to require that Users wanting 

to be placed on a waitlist must 

guarantee their order with a deposit.10

Requiring Users to submit deposits with 

their orders in order to be placed on the 

waitlist would help avoid delays for 

Users further down the list, by 

encouraging Users to carefully assess 

their true power and cabinet needs and 

protecting against Users ordering more 

power or cabinets than they actually 

intend to purchase. Requiring Users to 

submit deposits along with their orders 

was approved by the Commission in the 

Exchange’s Ordering Window filing,11

and so the deposit requirement here 

would not be novel. 

To implement the change, Note 7(a), 

which sets forth the practices the 

Exchange follows for a Cabinet Waitlist, 

would be revised to provide that a User 

would be placed on the Cabinet Waitlist 

based on the date its finalized order is 

received, and that a User’s order would 

be finalized when the Exchange receives 

(a) User’s signed order form and (b) a 

deposit equal to two months’ worth of 

the monthly recurring costs of the 

power requested for the cabinets 

ordered.12

Note 7(b), which sets forth the 

practices the Exchange follows for a 

Combined Waitlist, similarly would be 

revised to provide that a User would be 

placed on the Combined Waitlist based 

on the date its finalized order for 

cabinets and/or additional power is 

received, and that a User’s order would 

be finalized when the Exchange receives 

(a) User’s signed order form and (b) a 

deposit equal to two months’ worth of 

the monthly recurring costs of (i) the 

power requested for the cabinets 

ordered and/or (ii) the additional power 

ordered.13

Note 7(a) and (b) would be revised to 

provide that: 

• If a User changes the size of its 

order while it is on the Cabinet or 

Combined Waitlist, as the case may be, 

and any additional deposit is received 

by the Exchange, it will maintain its 

place, provided that the User may not 

increase the size of its order such that 

it would exceed the Cabinet Limits or 

Combined Limits, as applicable. 

• If a User wishes to reduce the size 

of its order while it is on the Cabinet or 

Combined Waitlist, its deposit would 

not be reduced or returned, but rather 

would be applied against the User’s first 

and subsequent months’ invoices after 

cabinets are, and/or the power is, 

delivered until the deposit is depleted. 

• If the User removes its order from 

the Cabinet Waitlist or Combined 

Waitlist, its deposit will be returned. 

• A User that is removed from the 

Cabinet or Combined Waitlist but 

subsequently submits a new finalized 

order for cabinets and/or additional 

power will be added back to the bottom 

of the waitlist. 

• The deposit will be applied to the 

User’s first and subsequent months’ 

invoices after the cabinets are and/or 

additional power is delivered until the 

deposit is completely depleted. 

General 

The proposed changes would not 

apply differently to distinct types or 

sizes of market participants. Rather, 

they would apply to all Users equally. 

As is currently the case, the Fee 

Schedule would be applied uniformly to 

all Users. FIDS does not expect that the 

proposed rule change will result in new 

Users. 

The proposed changes are not 

otherwise intended to address any other 

issues relating to co-location services 

and/or related fees, and the Exchange is 

not aware of any problems that 

customers would have in complying 

with the proposed change. 

2. Statutory Basis 

The Exchange believes that the 

proposed rule change is consistent with 

Section 6(b) of the Act,14 in general, and 

furthers the objectives of Section 6(b)(5) 

of the Act,15 in particular, because it is 

designed to prevent fraudulent and 

manipulative acts and practices, to 

promote just and equitable principles of 

trade, to foster cooperation and 

coordination with persons engaged in 

regulating, clearing, settling, processing 

information with respect to, and 

facilitating transactions in securities, to 

remove impediments to and perfect the 

mechanism of a free and open market 

and a national market system, and, in 

general, to protect investors and the 

public interest and because it is not 

designed to permit unfair 

discrimination between customers, 

issuers, brokers, or dealers. The 

Exchange further believes that the 

proposed rule change is consistent with 

Section 6(b)(4) of the Act,16 because it 

provides for the equitable allocation of 

reasonable dues, fees, and other charges 

among its members and issuers and 

other persons using its facilities and 

does not unfairly discriminate between 

customers, issuers, brokers, or dealers. 

The Proposed Change Is Reasonable 

The Exchange believes that the 

proposed change is reasonable because 

requiring Users to submit deposits with 

their orders in order to be placed on the 

waitlist would help avoid delays for 

Users further down the list, by 

encouraging Users to carefully assess 

their true power and cabinet needs and 

protecting against Users ordering more 

power or cabinets than they actually 

intend to purchase. Without firm, 

guaranteed commitments from 

waitlisted Users to purchase cabinets or 

power if made available, the Exchange 

runs the risk of overestimating 

waitlisted Users’ true demand, creating 

delays for Users further down the list. 

The proposed deposit requirement 

would address this by discouraging 

waitlisted Users from submitting orders 

for more cabinets or power than they 

actually intend to purchase. 

The proposed deposit requirement is 

reasonable because, on the one hand, it 

is not so onerous as to dissuade Users 

from submitting orders, and, on the 

other hand, it is not so trivial that it 

would fail to deter Users from 

submitting exaggerated orders. It is 

substantially similar to the deposit 

provision already required under the 

Ordering Window, and as such, the 


ddrumheller on DSK120RN23PROD with NOTICES1
74312 Federal Register / Vol. 89, No. 177 / Thursday, September 12, 2024 / Notices 

17See Ordering Window Approval Order, supra 

note 8. The NYSE requires market participants to 

submit deposits in other contexts as well. For 

example, since 2012, the NYSE has required 

prospective issuers to pay a $25,000 initial 

application fee as part of the process for listing a 

new security on the exchange. This fee functions as 

a deposit that is credited toward the issuer’s listing 

fees after it is listed on the exchange. The deposit 

functions as ‘‘a disincentive for impractical 

applications by issuers.’’ The deposit is forfeited if 

the issuer does not ultimately list on the exchange. 

See Securities Exchange Act Release No. 68470 

(December 19, 20212), 77 FR 76116 at 76117 

(December 26, 2012) (SR–NYSE–2012–68). 

18See Ordering Window Approval Order, supra 

note 8. 

19 15 U.S.C. 78f(b)(8). 

20See Ordering Window Approval Order, supra 

note 8. 

21 15 U.S.C. 78s(b)(3)(A)(iii). 

22 17 CFR 240.19b–4(f)(6). 

23 17 CFR 240.19b–4(f)(6)(iii). In addition, Rule 

19b–4(f)(6) requires a self-regulatory organization to 

give the Commission written notice of its intent to 

file the proposed rule change at least five business 

days prior to the date of filing of the proposed rule 

change, or such shorter time as designated by the 

Commission. The Exchange has satisfied this 

requirement. 

24 15 U.S.C. 78s(b)(2)(B). 

deposit requirement here would not be 

novel.17

In addition, the Exchange believes 

that the proposed change is reasonable 

because the deposit is proportional to 

the size of the order, and not a fixed 

amount. As a result, smaller Users 

would not be disproportionately 

affected by the deposit requirement. 

Under the proposed procedure, if a 

User wishes to reduce an order while on 

a waitlist, its deposit would not be 

reduced or returned, but rather would 

be applied against the User’s first and 

subsequent months’ invoices after the 

cabinets are, or the power is, delivered 

until the deposit is completely depleted. 

The Exchange believes that this would 

remove impediments and perfect the 

mechanism of a free and open market 

and a national market system because a 

waitlisted User would be reimbursed for 

all of its deposit even if it reduces its 

order. This would remove any incentive 

a User otherwise might have to 

understate its needs for cabinets and/or 

power out of a concern that it would not 

be reimbursed for the full amount of its 

deposit. 

The Proposed Change Is Equitable and 

Not Unfairly Discriminatory 

The Exchange believes that the 

proposed change provides for the 

equitable allocation of reasonable dues, 

fees, and other charges among its 

members and issuers and other persons 

using its facilities and does not unfairly 

discriminate between customers, 

issuers, brokers, or dealers because it is 

not designed to permit unfair 

discrimination between customers, 

issuers, brokers, or dealers. The 

proposed changes would apply equally 

to all types and sizes of market 

participants. All Users would receive 

equal notice of the deposit requirement 

through the proposed changes to Note 7, 

and the deposit requirement would be 

the same for all Users. Smaller Users 

with more modest power needs would 

not be disadvantaged by the proposed 

changes, as the deposit is proportional 

to the size of the order and not a fixed 

amount. 

The proposed deposit requirement is 

equitable because, on the one hand, it is 

not so onerous as to dissuade Users 

from submitting orders, and, on the 

other hand, it is not so trivial that it 

would fail to deter Users from 

submitting exaggerated orders. It is 

substantially similar to the deposit 

provision already required under the 

Ordering Window, and as such, the 

deposit requirement here would not be 

novel.18

Under the proposed procedure, if a 

User wishes to reduce an order while on 

a waitlist, its deposit would not be 

reduced or returned, but rather would 

be applied against the User’s first and 

subsequent months’ invoices after the 

cabinets are, or the power is, delivered 

until the deposit is completely depleted. 

The Exchange believes that this is 

equitable because a waitlisted User 

would be reimbursed for all of its 

deposit even if it reduces its order. This 

would remove any incentive a User 

otherwise might have to understate its 

needs for cabinets and/or power out of 

a concern that it would not be 

reimbursed for the full amount of its 

deposit. 

For the reasons above, the proposed 

changes do not unfairly discriminate 

between or among market participants 

that are otherwise capable of satisfying 

any applicable co-location fees, 

requirements, terms, and conditions 

established from time to time by the 

Exchange. 

For these reasons, the Exchange 

believes that the proposal is consistent 

with the Act. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

The Exchange believes that the 

proposal will not impose any burden on 

competition that is not necessary or 

appropriate in furtherance of the 

purposes of Section 6(b)(8) of the Act.19

The Exchange believes that the 

proposed rule change does not impose 

any burden on competition that is not 

necessary or appropriate in furtherance 

of the purposes of the Act. The 

proposed rule change is designed to 

help avoid delays for waitlisted Users, 

by encouraging Users to carefully assess 

their true power and cabinet needs and 

protecting against Users ordering more 

power or cabinets than they actually 

intend to purchase. Without firm, 

guaranteed commitments from 

waitlisted Users to purchase cabinets or 

power if made available, the Exchange 

runs the risk of overestimating 

waitlisted Users’ true demand, creating 

delays for Users further down the list. 

The proposed deposit requirement 

would address this by discouraging 

waitlisted Users from submitting orders 

for more cabinets or power than they 

actually intend to purchase, thereby 

facilitating a more equitable distribution 

of cabinets and power. Moreover, the 

Ordering Window already requires a 

deposit, and as such, the deposit 

requirement here would not be novel.20

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

No written comments were solicited 

or received with respect to the proposed 

rule change. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

The Exchange has filed the proposed 

rule change pursuant to Section 

19(b)(3)(A)(iii) of the Act 21 and Rule 

19b–4(f)(6) thereunder.22 Because the 

proposed rule change does not: (i) 

significantly affect the protection of 

investors or the public interest; (ii) 

impose any significant burden on 

competition; and (iii) become operative 

prior to 30 days from the date on which 

it was filed, or such shorter time as the 

Commission may designate, if 

consistent with the protection of 

investors and the public interest, the 

proposed rule change has become 

effective pursuant to Section 19(b)(3)(A) 

of the Act and Rule 19b–4(f)(6)(iii) 

thereunder.23

At any time within 60 days of the 

filing of such proposed rule change, the 

Commission summarily may 

temporarily suspend such rule change if 

it appears to the Commission that such 

action is necessary or appropriate in the 

public interest, for the protection of 

investors, or otherwise in furtherance of 

the purposes of the Act. If the 

Commission takes such action, the 

Commission shall institute proceedings 

under Section 19(b)(2)(B) 24 of the Act to 

determine whether the proposed rule 


ddrumheller on DSK120RN23PROD with NOTICES1
Federal Register / Vol. 89, No. 177 / Thursday, September 12, 2024 / Notices 74313 

25 17 CFR 200.30–3(a)(12). 

1Form 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). 

change should be approved or 

disapproved. 

IV. Solicitation of Comments 

Interested persons are invited to 

submit written data, views and 

arguments concerning the foregoing, 

including whether the proposed rule 

change is consistent with the Act. 

Comments may be submitted by any of 

the following methods: 

Electronic Comments 

• Use the Commission’s internet 

comment form (https://www.sec.gov/ 

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include file number SR– 

NYSENAT–2024–24 on the subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Secretary, Securities and Exchange 

Commission, 100 F Street NE, 

Washington, DC 20549–1090. 

All submissions should refer to file 

number SR–NYSENAT–2024–24. This 

file number should be included on the 

subject line if email is used. To help the 

Commission process and review your 

comments more efficiently, please use 

only one method. The Commission will 

post all comments on the Commission’s 

internet website (https://www.sec.gov/ 

rules/sro.shtml). Copies of the 

submission, all subsequent 

amendments, all written statements 

with respect to the proposed rule 

change that are filed with the 

Commission, and all written 

communications relating to the 

proposed rule change between the 

Commission and any person, other than 

those that may be withheld from the 

public in accordance with the 

provisions of 5 U.S.C. 552, will be 

available for website viewing and 

printing in the Commission’s Public 

Reference Room, 100 F Street NE, 

Washington, DC 20549, on official 

business days between the hours of 10 

a.m. and 3 p.m. Copies of the filing also 

will be available for inspection and 

copying at the principal office of the 

Exchange. Do not include personal 

identifiable information in submissions; 

you should submit only information 

that you wish to make available 

publicly. We may redact in part or 

withhold entirely from publication 

submitted material that is obscene or 

subject to copyright protection. All 

submissions should refer to file number 

SR–NYSENAT–2024–24 and should be 

submitted on or before October 3, 2024. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.25

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2024–20641 Filed 9–11–24; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[SEC File No. 270–373, OMB Control No. 

3235–0422] 

Submission for OMB Review; 

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’’) has submitted to the 

Office of Management and Budget 

(‘‘OMB’’) 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.) 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, semiannual, 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’’). 

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 


ddrumheller on DSK120RN23PROD with NOTICES1