Share Repurchase Disclosure Modernization for Listed Closed-End Funds

May 24, 2023

On May 3, 2023, the SEC adopted amendments to repurchase programs and related share repurchases, requiring the filing of daily quantitative repurchase data semi-annually for exchange-traded closed-end funds (“listed closed-end funds”). Amendments also include the removal of filing monthly repurchase data in periodic reports, updating current requirements, and tagging certain disclosures with inline XBRL (“iXBRL”). These amendments are designed to increase transparency with regard to the efficiency, purpose, and impacts of a listed closed-end fund’s share repurchases.

Affected Rules/Forms Include

• Regulation S-K
• Regulation S-T
• Securities Exchange Act of 1934
  • Form N-CSR

Amendments Include

• Disclosure of daily quantitative repurchase data in annual and semi-annual reports on Form N-CSR.
• A checkbox above tabular disclosures indicating whether certain officers and directors purchased or sold shares or other units of the class of the equity securities that are the subject of a share repurchase plan or program before or after the announcement of a repurchase plan or program.
  • Must be checked if the trades occur within four business days before or after the repurchase announcement
  • Applies to any officer or director subject to Exchange Act Section 16(a) reporting requirements
• Tabular disclosure containing, for each day:
  • Date of repurchase
  • The class of shares
  • Average price paid per share
  • Total number of shares purchased, including as part of a publicly announced plan
  • Aggregate maximum number of shares (or approximate dollar value) that may yet be purchased under a publicly announced plan
  • Total number of shares purchased on the open market
  • Total number of shares purchased that are intended to qualify for the safe harbor in Rule 10b-18 and separately the total number of shares purchased pursuant to a plan that is intended to satisfy the affirmative defense conditions of rule 10b5-1(c)
• For Form N-CSR, disclosing:
  • Objectives or rationales for share repurchases and the process or criteria used to determine the amount of repurchases
  • Any policies and procedures relating to purchases and sales of securities during a repurchase program by its officers and directors, including any restrictions on transactions
  • The number of shares (or units) purchased and the nature of the transaction, with certain disclosures for publicly announced repurchase plans or programs, including:
    • The date each plan or program was announced
    • The dollar amount (or share or unit amount) approved
    • The expiration date (if any) of each plan or program
    • Each plan or program that has expired during the period covered by the table
    • Each plan or program determined to terminate prior to expiration, or under which making further purchases is not intended
  • For information filed pursuant to Item 14 of Form N-CSR, iXBRL tagging is required.

Amendments Remove

• Requirements in Item 14 of Form N-CSR to disclose monthly repurchase data in periodic reports.

Compliance Dates

Listed Closed-End Funds: Comply with amendments in Exchange Act periodic reports beginning with the Form N-CSR that covers the first six-month period beginning on or after January 1, 2024.

Final Rule

https://www.sec.gov/rules/final/2023/34-97424.pdf

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