Federal Register / Vol. 86, No. 137 / Wednesday, July 21, 2021 / Notices 38509 

1 17 CFR 270.23c–3(e). 

2 17 CFR 270.24f–2(a). 

3Securities Offering Reform for Closed-End 

Investment Companies (SEC Rel. No. IC–33427) 

(Mar. 20, 2019) [84 FR 14448 (Apr. 10, 2019)] at 64. 

4Form 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). 

projections of the social security 

equivalent benefit account, railroad 

retirement account and cost estimates 

made for proposed amendments to laws 

administered by the RRB are dependent 

on input developed from the 

information collection. 

The RRB utilizes Form BA–11 to 

obtain gross earnings information from 

railroad employers. Employers have the 

option of preparing and submitting BA– 

11 reports online via the RRB’s 

Employer Reporting System or on paper 

(or in like format) by File Transfer 

Protocol (FTP) or secure Email. The 

online BA–11 includes the option to file 

a ‘‘negative report’’ (no employees, or no 

employees with the digits ‘‘30’’). 

Completion is mandatory. One response 

is requested of each respondent. The 

RRB proposes no changes to Form BA– 

11. 

ESTIMATE OF ANNUAL RESPONDENT BURDEN

Form No. Annual 

responses 

Time 

(minutes) 

Burden 

(hours) 

BA–11 CD–ROM ......................................................................................................................... 0 30 0 

BA–11 File Transfer Protocol ...................................................................................................... 11 300 55 

BA–11 Secure Email ................................................................................................................... 0 30 0 

BA–11 (Internet)—Positive .......................................................................................................... 154 30 77 

BA–11 (Internet)—Negative ......................................................................................................... 424 15 106 

Total ...................................................................................................................................... 589 ........................ 238 

Additional Information or Comments: 

To request more information or to 

obtain a copy of the information 

collection justification, forms, and/or 

supporting material, contact Kennisha 

Tucker at (312) 469–2591 or 

Kennisha.Tucker@rrb.gov. Comments 

regarding the information collection 

should be addressed to Brian Foster, 

Railroad Retirement Board, 844 North 

Rush Street, Chicago, Illinois 60611– 

1275 or emailed to Brian.Foster@rrb.gov. 

Written comments should be received 

within 60 days of this notice. 

Brian D. Foster, 

Clearance Officer. 

[FR Doc. 2021–15479 Filed 7–20–21; 8:45 am] 

BILLING CODE 7905–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[OMB Control No. 3235–0422, SEC File No. 

270–373] 

Proposed Collection; Comment 

Request 

Extension: 

Rule 23c–3 and Form N–23c–3 

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. 

There have been recent regulatory 

developments put forth by the 

Commission that will provide 

shareholders of closed-end funds with 

additional benefits. Effective August 1, 

2021, rule 23c–3 will be amended by 

including a new subparagraph (e) that 

will permit a fund that relies on rule 

23c–3 to register an indefinite amount of 

securities, under Section 24 of the 

Investment Company Act upon the 

effectiveness of a fund’s registration 

statement.1 In addition, concurrent with 

the implementation of rule 23c–3(e), the 

Commission adopted an amendment to 

rule 24f–2 under the Investment 

Company Act, permitting closed-end 

funds to compute registration fees on an 

annual net basis.2 The Commission’s 

intent in proposing and adopting rules 

23c–3(e) and 24f–2(a) respectively, was 

to avoid the possibility a closed-end 

fund of inadvertently selling more 

shares than it had registered.3 These 

revisions to rule 23c–3 do not impose 

additional collections of information. 

Notwithstanding these recent 

regulatory developments, 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.4 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 


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38510 Federal Register / Vol. 86, No. 137 / Wednesday, July 21, 2021 / Notices 

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 

about the special characteristics of a 

closed-end fund that makes periodic 

repurchase offers. 

The Commission staff estimates that 

60 funds make use of rule 23c–3 

annually, including 32 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 6,236 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 $32,744.13. The 

Commission estimates total annual cost 

is therefore about $1,964,647. 

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 collection of information is 

necessary for the proper performance of 

the functions of the Commission, 

including whether the information has 

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 in 

writing within 60 days of this 

publication. 

Please direct your written comments 

to David Bottom, Director/Chief 

Information Officer, Securities and 

Exchange Commission, C/O Cynthia 

Roscoe, 100 F Street NE, Washington, 

DC 20549; or send an email to: PRA_

Mailbox@sec.gov. 

All submissions should refer to File 

Number 270–373. This file number 

should be included on the subject line 

if email is used. The Commission will 

post all comments on the Commission’s 

internet website (http://www.sec.gov). 

All comments received will be posted 

without change; we do not edit personal 

identifying information from 

submissions. You should submit only 

information that you wish to make 

available publicly. 

Dated: July 15, 2021. 

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2021–15427 Filed 7–20–21; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

34331; 812–15180] 

Uncommon Investment Funds Trust 

and Uncommon Investment Advisors 

LLC 

July 15, 2021. 

AGENCY: Securities and Exchange 

Commission (‘‘Commission’’). 

ACTION: Notice. 

Notice of an application under section 

6(c) of the Investment Company Act of 

1940 (‘‘Act’’) for an exemption from 

section 15(a) of the Act, as well as from 

certain disclosure requirements in rule 

20a–1 under the Act, Item 19(a)(3) of 

Form N–1A, Items 22(c)(1)(ii), 

22(c)(1)(iii), 22(c)(8) and 22(c)(9) of 

Schedule 14A under the Securities 

Exchange Act of 1934 (‘‘1934 Act’’), and 

sections 6–07(2)(a), (b), and (c) of 

Regulation S–X (‘‘Disclosure 

Requirements’’). 

APPLICANTS: Uncommon Investment 

Funds Trust (‘‘Trust’’), a Delaware 

statutory trust registered under the Act 

as an open-end management investment 

company with multiple series (each a 

‘‘Fund’’) and Uncommon Investment 

Advisors LLC (‘‘Initial Adviser’’), a 

Delaware limited liability company 

registered as an investment adviser 

under the Investment Advisers Act of 

1940 (‘‘Advisers Act’’) that serves as an 

investment adviser to the Uncommon 

Generosity 50 Equity ETF and 

Uncommon Portfolio Design Core 

Equity ETF (collectively with the Trust, 

the ‘‘Applicants’’). 

SUMMARY OF APPLICATION: The requested 

exemption would permit Applicants to 

enter into and materially amend 

subadvisory agreements with 

subadvisers without shareholder 

approval and would grant relief from 

the Disclosure Requirements as they 

relate to fees paid to the subadvisers. 

FILING DATES: The application was filed 

on November 25, 2020, and amended on 

March 12, 2021, and June 10, 2021. 

HEARING OR NOTIFICATION OF HEARING: An 

order granting the requested relief will 

be issued unless the Commission orders 

a hearing. Interested persons may 

request a hearing by emailing the 

Commission’s Secretary at SecretarysOffice@sec.gov and serving Applicants 

with a copy of the request by email. 

Hearing requests should be received by 

the Commission by 5:30 p.m. on August 

9, 2021, and should be accompanied by 

proof of service on the Applicants, in 

the form of an affidavit, or, for lawyers, 

a certificate of service. Pursuant to rule 


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