June Edition 2023

70 AMENDMENTS TO BUYBACK DISCLOSURE REQUIREMENTS The table above summarizes the information that issuers are required to disclose under the Existing Rules and the additional disclosure required by the Amendments. Below, we discuss certain of the expanded disclosure requirements in more detail. Quarterly or Semi-annual Disclosure. The proposed rules would have required next business day disclosure for buybacks. In a significant change, the Amendments, as adopted, require quantitative and qualitative information regarding buybacks on a day-by-day basis, but such disclosure is required quarterly or semi- annually, depending on the type of issuer. The Existing Rules require issuers to disclose buybacks in their periodic reports. For Section 12 issuers reporting on Forms 10-Q and 10-K, any purchase made by or on behalf of the issuer or any affiliated purchaser of shares or other units of any class of the issuer’s equity securities registered under Section 12 of the Exchange Act must be disclosed quarterly, on a month-by-month basis. FPIs are generally required to disclose buybacks annually, and Listed Closed-End Funds are required to disclose buybacks semi-annually. In the adopting release, the SEC states that the current reporting regime “in which investors receive information only about the monthly aggregate repurchases of issuers, fails to provide enough detail for investors to draw informed conclusions about the purposes and effects of many repurchases.” The Amendments replace the current month-by-month disclosure on Forms 10-K and 10-Q with a day-by-day requirement, set forth in new Exhibit 26 for such periodic reports. FPIs that file on FPI Forms will be required to provide day-by-day disclosure for buybacks, quarterly on new Form F-SR, which will be due 45 days after the end of each issuer’s fiscal quarters. Listed Closed-End Funds will be required to provide day-by-day disclosure for buybacks, semi-annually on Form N-CSR. The adopting release states that the “purpose of these amendments is to improve the information investors receive to better assess the efficiency of, and motives behind, an issuer repurchase.” It is unclear whether investors really sought out, or will benefit from, daily quantitative repurchase data. In this respect, the adopting release argues that “daily repurchase data, in combination with other data, would allow investors to infer when repurchases may have been timed to benefit managers or otherwise at the expense of some investors.”