On February 22, 2010, the SEC adopted changes to the proxy rules to improve the notice and access model for furnishing proxy materials to shareholders. The SEC noted that preliminary data on issuers using the notice-only option under the notice and access model indicated that such issuers had lower shareholder response rates to their proxy solicitations. The amendments allow issuers additional flexibility in formatting and selecting language to be used in the Notice of Internet Availability of Proxy Materials sent to shareholders as part of the notice-only option. Under the amendments, the proxy rules identify certain topics required to be covered in the notice, including that the notice itself is not a form for voting, but do not specify the exact language to be used. In addition, to improve shareholder understanding of the notice, the notice can be accompanied with an explanation of the notice and access model.

The rule amendments also seek to make it easier for a soliciting person other than the issuer to use the notice-only option under the notice and access model. The amended proxy rules allow a soliciting person other than the issuer using the notice-only option to timely deliver a notice to shareholders if the soliciting person files a preliminary proxy statement within 10 days of the issuer filing its definitive proxy statement and sends its notice to shareholders no later than the date on which it files its definitive proxy statement.

Finally, the rule amendments permit funds to accompany their Notice of Internet Availability of Proxy Materials with a summary prospectus.

The amendments become effective on March 29, 2010.