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
74314 Federal Register / Vol. 89, No. 177 / Thursday, September 12, 2024 / Notices 

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. 87408 (October 28, 2019), 84 FR 58778 

at n.6 (November 1, 2019) (SR–NYSECHX–2019– 

12). 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 National, 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–NYSENAT–2024– 

24. 

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’’). 

about the special characteristics of a 

closed-end fund that makes periodic 

repurchase offers. 

The Commission staff estimates that 

80 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 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. 

The public may view background 

documentation for this information 

collection at the following website: 

www.reginfo.gov. Find this particular 

information collection by selecting 

‘‘Currently under 30-day Review—Open 

for Public Comments’’ or by using the 

search function. Written comments and 

recommendations for the proposed 

information collection should be sent 

within 30 days of publication of this 

notice by October 15, 2024 to (i) 

MBX.OMB.OIRA.SEC_desk_officer@

omb.eop.gov and (ii) Austin Gerig, 

Director/Chief Data Officer, Securities 

and Exchange Commission, c/o 

Oluwaseun Ajayi, 100 F Street NE, 

Washington, DC 20549, or by sending an 

email to: PRA_Mailbox@sec.gov. 

Dated: September 9, 2024. 

Vanessa A. Countryman, 

Secretary. 

[FR Doc. 2024–20700 Filed 9–11–24; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–100966; File No. SR– 

NYSECHX–2024–27] 

Self-Regulatory Organizations; NYSE 

Chicago, 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 Chicago, Inc. (‘‘NYSE 

Chicago’’ 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


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