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SEC Adopts Rules Mandating Internet Delivery of Proxy Materials

August 20, 2007

By The Investment Management Practice Group

The Securities and Exchange Commission has adopted amendments to the proxy rules under the Securities Exchange Act of 1934 requiring issuers and other soliciting persons to furnish proxy materials to shareholders by posting these materials on a publicly accessible Internet Website (other than the Commissions EDGAR Website) and notifying shareholders of the availability of the proxy materials on the Website and how to access those materials. As discussed below, intermediaries must also follow this model when furnishing an issuers proxy materials to beneficial owners. The Mandated E-Proxy Rules follow the Commissions adoption earlier this year of rules establishing a voluntary notice and access model of proxy delivery which permit (but do not require) issuers and other soliciting persons to provide proxy materials electronically beginning on July 1, 2007. The Mandated E-Proxy Rules do not apply to proxy solicitations related to business combination transactions.

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