June Edition 2023

67 EXECUTIVE SUMMARY Effecting On May 3, 2023, the U.S. Securities and Exchange Commission (the “SEC”) adopted, by a 3-to-2 vote, amendments (the “Amendments”)1 to its existing rules (the “Existing Rules”) regarding disclosures about purchases of an issuer’s equity securities by or on behalf of the issuer or an affiliated purchaser, commonly referred to as “buybacks.” The Amendments require quantitative and qualitative disclosure of buybacks on a day-by-day basis but, in a significant change from the SEC’s original proposal that would have required next business day reporting, this disclosure will be required on either a quarterly or semi-annual basis, depending on the type of issuer. The amendments also revise and expand the existing periodic disclosure requirements for buybacks. The Amendments apply to issuers that repurchase securities registered under Section 12 of the Securities Exchange Act of 1934 (the “Exchange Act”), including smaller reporting companies, emerging growth companies, foreign private issuers (“FPIs”) and registered closedend investment management companies that are exchange traded (“Listed Closed-End Funds”). The Amendments require disclosure for all buybacks, without a materiality threshold. BACKGROUND An issuer may undertake repurchases through a number of methods, including through open market purchases, tender offers, privately negotiated repurchases or accelerated share repurchase programs. Currently, SEC filings are not required to, and typically do not, disclose the specific days on which buybacks pursuant to an announced repurchase plan or program were executed. The Amendments revise and expand the buyback disclosure currently required by Item 703 of Regulation S-K, Item 16E of Form 20-F and Item 14 of Form N-CSR by requiring additional information with respect to buybacks, including quantitative and qualitative details of daily trades. According to the adopting release, the SEC believes that the Amendments SEC Adopts New Share Repurchase Disclosure Rules