Background -

On December 15, 2021, the U.S. Securities and Exchange Commission (the “SEC”) issued proposed amendments (the “Proposed Amendments”) 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.”1 The Proposed Amendments would apply to issuers that repurchase securities registered under Section 12 of the Securities Exchange Act of 1934 (the “Exchange Act”), including foreign private issuers and registered closed-end investment management companies (“registered closed-end funds”).