SEC Adopts New E-Proxy Rules

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On January 22, 2007, the U.S. Securities and Exchange Commission (the “SEC”) promulgated new proxy rules (the “New Rules”) permitting, but not requiring, new

methods for issuers to furnish proxy materials to shareholders.[1] Under the New Rules, issuers can

satisfy their delivery obligations under the SEC’s proxy rules by posting proxy materials on a Web site and providing a notice to shareholders of their availability.[2] The SEC believes that this “notice and access” approach can meaningfully reduce costs associated with the proxy solicitation process, while more efficiently furnishing proxy materials to shareholders. The New Rules are effective

March 30, 2007, but issuers may not send a Notice of Internet Availability of Proxy Materials (described below) to shareholders before July 1, 2007. While open-end funds, which are not typically required to convene annual shareholder meetings, will not benefit as much as other issuers, they will benefit to the extent they convene special meetings for advisory or Rule 12b-1 changes,

Director/Trustee elections, or other extraordinary events.

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DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

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