On October 18, 2010, the Securities and Exchange Commission (the SEC) issued proposed rule 14Ad-1, relating to new Section 14A(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act). Section 14A, which relates to shareholder approval of executive compensation, was adopted in July 2010 under Section 951 of the Dodd-Frank Wall Street Reform and Consumer Protection Act. Section 14A(d) relates to the disclosure of those votes required under Sections 14A(a) and (b) of the Exchange Act by certain institutional investment managers.

If adopted, the proposed rule (the "Proposed Rule") would require every institutional investment manager that is required to file reports under Section 13(f) of the Exchange Act1 to report, at least annually, on Form N-PX how they voted on the executive compensation-related shareholder votes required by Sections 14A(a) and (b) of the Exchange Act (Section 14A Votes). An institutional investment manager would be required to report Section 14A Votes only for those securities over which such institutional investment manager had or shared the power to vote or to direct voting, as opposed to those over which they had investment discretion (the standard used for making reports on Form 13F).