60 Day Notice

Federal Register / Vol. 89, No. 131 / Tuesday, July 9, 2024 / Notices
submissions should refer to file number
SR–NYSEAMER–2024–42 and should
be submitted on or before July 30, 2024.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.16
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2024–14973 Filed 7–8–24; 8:45 am]
BILLING CODE 8011–01–P

SECURITIES AND EXCHANGE
COMMISSION
[SEC File No. 270–373, OMB Control No.
3235–0422]

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Proposed Collection; 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’’) 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.
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,
16 17

CFR 200.30–3(a)(12), (59).

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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
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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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
860 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 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 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
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
by September 9, 2024.
An agency may not conduct or
sponsor, and a person is not required to
respond to, a collection of information

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Federal Register / Vol. 89, No. 131 / Tuesday, July 9, 2024 / Notices

under the PRA unless it displays a
currently valid OMB control number.
Please direct your written comments
to: Austin Gerig, Director/Chief Data
Officer, Securities and Exchange
Commission, c/o Oluwaseun Ajayi, 100
F Street NE, Washington, DC 20549 or
send an email to: PRA_Mailbox@
sec.gov.
Dated: July 2, 2024.
Sherry R. Haywood,
Assistant Secretary.

8300. SANCTIONS

[FR Doc. 2024–14977 Filed 7–8–24; 8:45 am]

*

BILLING CODE 8011–01–P

SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–100458; File No. SR–
FINRA–2024–010]

Self-Regulatory Organizations;
Financial Industry Regulatory
Authority, Inc.; Notice of Filing and
Immediate Effectiveness of a Proposed
Rule Change To Amend FINRA Rule
8312 (FINRA BrokerCheck Disclosure)
July 2, 2024.

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Pursuant to Section 19(b)(1) of the
Securities Exchange Act of 1934
(‘‘Act’’) 1 and Rule 19b–4 thereunder,2
notice is hereby given that on June 27,
2024, the Financial Industry Regulatory
Authority, Inc. (‘‘FINRA’’) filed with the
Securities and Exchange Commission
(‘‘SEC’’ or ‘‘Commission’’) the proposed
rule change as described in Items I and
II below, which Items have been
prepared by FINRA. FINRA has
designated the proposed rule change as
constituting a ‘‘non-controversial’’ rule
change under paragraph (f)(6) of Rule
19b–4 under the Act,3 which renders
the proposal effective upon receipt of
this filing by the Commission. 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
FINRA is proposing to amend FINRA
Rule 8312 (FINRA BrokerCheck
Disclosure), which governs the
information FINRA releases to the
public via FINRA’s BrokerCheck® tool,
to exclude from release through
BrokerCheck the street address of a
registered location that is reported and
identified to FINRA as a private
residence.4 The proposed rule change
1 15

U.S.C. 78s(b)(1).
CFR 240.19b–4.
3 17 CFR 240.19b–4(f)(6).
4 A private residence that meets the office of
supervisory jurisdiction (‘‘OSJ’’) or branch office
2 17

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would help address privacy and safety
concerns raised by broker-dealer firms
and their associated persons about the
release through BrokerCheck of the full
address of an associated person’s private
residential registered location.5
Below is the text of the proposed rule
change. Proposed new language is in
italics; proposed deletions is in
brackets.
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8312. FINRA BrokerCheck Disclosure
(a) through (f) No Change.
(g) FINRA shall not release:
(1) information reported as a Social
Security number, residential history,
[or] physical description, the street
address of a registered location
identified as a private residence,
information that FINRA is otherwise
prohibited from releasing under Federal
law, or information that is provided
solely for use by regulators. FINRA
reserves the right to exclude, on a caseby-case basis, information that contains
confidential customer information,
offensive or potentially defamatory
language or information that raises
definitions under Rule 3110(f)(1) and Rule
3110(f)(2), respectively, must register with FINRA
through the use of Form BR (Uniform Branch Office
Registration Form) (‘‘Form BR’’); provided,
however, a private residence that qualifies for an
exclusion from the ‘‘branch office’’ definition under
Rule 3110(f)(2) or is eligible to be designated as a
Residential Supervisory Location (‘‘RSL’’) under
Rule 3110.19 would not have to be registered with
FINRA. Rule 3110.19 became effective on June 1,
2024, and allows member firms to designate as an
RSL the private residence of an associated person
of a member firm at which they engage in specified
supervisory activities, subject to certain safeguards
and limitations, as a non-branch location. See
Regulatory Notice 24–02 (January 2024) (‘‘Notice
24–02’’). For purposes of the proposed rule change,
an OSJ or branch office will be collectively referred
to as a ‘‘registered location’’ and a registered
location that is also a private residence will be
referred to as a ‘‘private residential registered
location.’’ For purposes of the proposed rule
change, the street address would consist of the
house number (and apartment or unit number, as
applicable), street name, and for U.S. locations, the
postal code (‘‘street address’’).
5 As noted below, BrokerCheck displays certain
information regarding (i) current or former FINRA
member firms (‘‘member firms’’) and current or
former associated persons of such member firms
(‘‘associated persons of member firms’’) and (ii)
current or former broker-dealers that are members
of a self-regulatory organization (‘‘SRO’’), other than
FINRA, that uses the Central Registration
Depository (‘‘CRD®’’) for registration purposes
(‘‘non-member firms’’), and current or former
associated persons of such non-member firms
(‘‘associated persons of non-member firms’’). For
purposes of the proposed rule change, associated
persons of member firms and associated persons of
non-member firms will be collectively referred to as
‘‘associated persons,’’ and member firms and nonmember firms will be collectively referred to as
‘‘broker-dealer firms.’’

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significant identity theft, personal safety
or privacy concerns that are not
outweighed by investor protection
concerns;
(2) through (7) No Change.
• • • Supplementary Material: ----------.01 through .03 No Change.
*
*
*
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II. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
In its filing with the Commission,
FINRA 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 these statements
may be examined at the places specified
in Item IV below. FINRA has prepared
summaries, set forth in sections A, B,
and C below, of the most significant
aspects of such statements.
A. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
1. Purpose
a. Background
i. FINRA’s BrokerCheck Tool
BrokerCheck is a free tool available on
FINRA’s website that is designed to help
investors make informed choices about
the associated persons and broker-dealer
firms with which they conduct or may
conduct business.6 The information that
FINRA releases to the public through
BrokerCheck is derived from CRD, the
central licensing and registration system
that FINRA operates for the benefit of
FINRA, the SEC, other SROs, state
securities regulators and broker-dealer
firms. The information maintained in
the CRD system is reported by brokerdealer firms, associated persons and
regulatory authorities in response to
questions on the uniform registration
forms.7 These forms are used to collect
registration information about brokerdealer firms and associated persons,
including, among other things,
registrations currently held, office
locations, ownership information, and
administrative, regulatory, criminal
history, financial and other information.
6 BrokerCheck is available at http://www.broker
check.finra.org.
7 The uniform registration forms are Form BD
(Uniform Application for Broker Dealer
Registration), Form BDW (Uniform Request for
Broker-Dealer Withdrawal), Form BR, Form U4,
Form U5 and Form U6 (Uniform Disciplinary
Action Reporting Form).

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