NOTICE & ACCESS FAQ’s

Do I need to use Notice & Access?

Once effective, all issuers will need to utilize notice and access in one form or another. The notice and access model allows an issuer to select either of the following two options to provide proxy materials to shareholders:

1. the “notice only option” and
2. the “full set delivery option.”

Under the notice only option, an issuer will comply with the same requirements that were adopted in connection with the voluntary notice and access model. Under these requirements, the issuer must post its proxy materials on an Internet Web site and send a Notice to shareholders to inform them of the electronic availability of the proxy materials at least 40 days before the shareholder meeting.

Under the full set delivery option, an issuer can deliver a full set of proxy materials to shareholders, along with the Notice. An issuer need not prepare and deliver a separate Notice if it incorporates all of the information required to appear in the Notice into its proxy statement and proxy card, and it need not respond to requests for copies as required under the notice only option.

As described more fully below, an issuer or other soliciting person may select to use a hybrid of both models where full sets of material are delivered to some shareholders and notices sent to others.
When does Notice & Access become effective?

Large accelerated filers, not including registered investment companies, must comply with the amendments with respect to solicitations commencing on or after January 1, 2008. Registered investment companies, soliciting persons other than the issuer, and issuers that are not large accelerated filers conducting proxy solicitations:

1. may comply with the amendments for solicitations commencing on or after January 1, 2008 and
2. (2) must comply with the notice and access model for solicitations commencing on or after January 1, 2009.

Can the notice mailing include other mail items, such as the proxy card?

No, when an issuer chooses to utilize the notice only option no other materials may accompany the Notice except for the notice of a shareholder meeting required under state corporation law. An issuer also may combine the Notice with the state law notice unless state law prohibits such combination. The Notice may contain a protective warning to shareholders, advising them that no personal information other than the identification or control number is necessary to execute a proxy. In addition, a registered investment company may send its prospectus and/or report to shareholders together with the Notice.

Can an Issuer send additional information in addition to the notice mailing?

The rules permit an issuer that is following the notice and access model to send a proxy card 10 calendar days or more after sending the Notice. This 10-day waiting period still provides a 30 day period during which an issuer can encourage shareholders to execute a proxy. Any such subsequent solicitation efforts may, but need not, include a copy of the proxy statement and any annual report to security holders. However, if the subsequent communication includes a proxy card, it also must include either a copy of the proxy statement and any annual report or a copy of the Notice.

Can soliciting persons other than the issuer utilize notice & access?

Yes. A soliciting person other than the issuer also must comply with the notice and access model. Such a person may solicit proxies pursuant to the notice only option, the full set delivery option, or a combination of the two. The rules treat such soliciting persons differently from the issuer in certain respects.

First, a soliciting person is not required to solicit every shareholder or to furnish an information statement to shareholders not being solicited. It may select the specific shareholders from whom it wishes to solicit proxies. For example, under the notice and access model, a soliciting person other than the issuer can choose to send Notices only to those shareholders who have not previously requested paper copies.

Second, if a soliciting person other than the issuer elects to follow the notice only option, it must send a Notice to shareholders by the later of:

• 40 calendar days prior to the shareholder meeting date or, if no meeting is to be held, 40 calendar days prior to the date that votes, consents, or authorizations may be used to effect the corporate action; or
• 10 calendar days after the date that the issuer first sends its proxy materials to shareholders.

This timing requirement does not apply to a solicitation pursuant to the full set delivery model.

What are the differences between the full set and notice only options?

The full set delivery option varies from the notice only option in the following ways:

• An issuer may accompany the Notice with a copy of the proxy statement, annual report to security holders, if required by Rule 14a-3(b), and a proxy card;
• An issuer need not prepare a separate Notice if the issuer incorporates all of the Notice information into the proxy statement and proxy card;
• Because the issuer already has provided shareholders with a full set of proxy materials, the issuer need not provide the shareholder with copies of the proxy materials upon request (either before or after the meeting);
• Because shareholders will not need extra time to request paper or e-mail copies, the issuer need not send the Notice and full set of proxy materials at least 40 days before the meeting date;
• Because the full set of proxy materials includes a proxy card or request for voting instructions, the issuer need not provide another means for voting at the time the Notice is provided unless it chooses to do so; and
• The issuer need not include the part of the prescribed legend relating to security holder requests for copies of the proxy materials.