30 Day Notice

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Federal Register / Vol. 86, No. 190 / Tuesday, October 5, 2021 / Notices

registered with the Commission, the
Commission staff estimates that 1,743
filings will be submitted with respect to
surprise examinations and 33 filings
will be submitted with respect to
termination of accountants. Based on
these estimates, the total estimated
annual burden would be 88.80 hours
((1,743 filings × .05 hours) + (33 filings
× .05 hours)).
Written comments are invited on: (a)
Whether the proposed collection of
information is necessary for the proper
performance of the functions of the
agency, including whether the
information will have practical utility;
(b) the accuracy of the agency’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. An agency may not conduct
or sponsor a collection of information
unless it displays a currently valid OMB
control number. No person shall be
subject to any penalty for failing to
comply with a collection of information
subject to the PRA that does not display
a valid OMB control number.
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_
[email protected].
Dated: September 29, 2021.
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021–21587 Filed 10–4–21; 8:45 am]
BILLING CODE 8011–01–P

SECURITIES AND EXCHANGE
COMMISSION
[SEC File No. 270–298, OMB Control No.
3235–0337]

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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 17Ac2–2 and Form TA–2

Notice is hereby given that pursuant
to the Paperwork Reduction Act of 1995
(‘‘PRA’’) (44 U.S.C. 3501 et seq.), the

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Securities and Exchange Commission
(‘‘Commission’’) is soliciting comments
on the existing collection of information
provided for in Rule 17Ac2–2(17 CFR
240.17Ac2–2) and Form TA–2 under the
Securities Exchange Act of 1934 (15
U.S.C. 78a et seq.) (‘‘Exchange Act’’).
The Commission plans to submit this
existing collection of information to the
Office of Management and Budget
(‘‘OMB’’) for extension and approval.
Rule 17Ac2–2 and Form TA–2 require
registered transfer agents to file an
annual report of their business activities
with the Commission. These reporting
requirements are designed to ensure that
all registered transfer agents are
providing the Commission with
sufficient information on an annual
basis about the transfer agent
community and to permit the
Commission to effectively monitor
business activities of transfer agents.
The amount of time needed to comply
with the requirements of Rule 17Ac2–2
and Form TA–2 varies. Of the total 362
registered transfer agents, approximately
9.2% (or 33 registrants) would be
required to complete only questions 1
through 3 and the signature section of
Form TA–2, which the Commission
estimates would take each registrant
approximately 30 minutes, for a total
burden of approximately 17 hours (33 ×
.5 hours). Approximately 26.5% of
registrants (or 96 registrants) would be
required to answer questions 1 through
5, question 11 and the signature section,
which the Commission estimates would
take approximately 1 hour and 30
minutes, for a total of approximately
144 hours (96 × 1.5 hours).
Approximately 64.2% of the registrants
(or 232 registrants) would be required to
complete the entire Form TA–2, which
the Commission estimates would take
approximately 6 hours, for a total of
approximately 1,392 hours (232 × 6
hours). The aggregate annual burden on
all 362 registered transfer agents is thus
approximately 1,553 hours (17 hours +
144 hours + 1,392 hours) and the
average annual burden per transfer
agent is approximately 4.29 hours (1,553
÷ 362).
Written comments are invited on: (a)
Whether the proposed collection of
information is necessary for the proper
performance of the functions of the
Commission, including whether the
information shall have practical utility;
(b) the accuracy of the Commission’s
estimates of the burden of the proposed
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

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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.
An agency may not conduct or
sponsor, and a person is not required to
respond to, a collection of information
under the PRA unless it displays a
currently valid OMB control number.
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_
[email protected].
Dated: September 29, 2021.
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021–21586 Filed 10–4–21; 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
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

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.
There have been recent regulatory
developments put forth by the
Commission that will provide
shareholders of closed-end funds with

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Federal Register / Vol. 86, No. 190 / Tuesday, October 5, 2021 / Notices
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
1 17

CFR 270.23c–3(e).
CFR 270.24f–2(a).
3 Securities Offering Reform for Closed-End
Investment Companies (SEC Rel. No. IC–33427)
(Mar. 20, 2019) [84 FR 14448 (Apr. 10, 2019)] at 64.
4 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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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
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

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55045

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.
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 to (i) www.reginfo.gov/
public/do/PRAMain and (ii) David
Bottom, Director/Chief Information
Officer, Securities and Exchange
Commission, c/o Cynthia Roscoe, 100 F
Street NE, Washington, DC 20549, or by
sending an email to: PRA_Mailbox@
sec.gov.
Dated: September 29, 2021.
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021–21584 Filed 10–4–21; 8:45 am]
BILLING CODE 8011–01–P

SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–93178; File No. SR–ICEEU–
2021–014]

Self-Regulatory Organizations; ICE
Clear Europe Limited; Order Approving
Proposed Rule Change, as Modified by
Partial Amendment No. 1, Relating to
the ICE Clear Europe Clearing
Membership Policy and Clearing
Membership Procedures
September 29, 2021.

I. Introduction
On August 2, 2021, ICE Clear Europe
Limited (‘‘ICE Clear Europe’’) filed with
the Securities and Exchange
Commission (‘‘Commission’’), pursuant
to Section 19(b)(1) of the Securities

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