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Corporate Issuer Services
2013 Proxy Guide
Mediant Communications has compiled this guide to answer your most frequently asked questions along with specific instructions for communicating and delivering material to us.

Proprietary Information of Mediant Communications LLC Copyright @ 2013 Mediant Communications LLC 1/23/2013

2013 Proxy Guide


Table of Contents
 About Mediant  Proxy Planning Process – How to Use This Guide  Phase 1: Planning  Phase 2: Distribution  Phase 3: Voting and Tabulation Reporting  Phase 4: Billing  Other Mediant Communications Services      Issuer Services – Proxy Distribution Issuer Services – Document Hosting Issuer Services – Master Tabulation and Reporting Investment Company Services Corporate Action and Bankruptcy 3 4 4 7 8 10 12 12 12 12 12 13 14 15 16 17 19 20 21 22

 Appendix  Appendix A – NOBO Request Form  Appendix B – Delivery Instructions  Appendix C – Mediant Fee Schedule  Appendix D – Mediant Sample Invoice  Appendix E – Legal Proxy  Appendix F – Proxy Campaign Set Up Instructions  Appendix G – Contact Information

Proprietary Information of Mediant Communications LLC

Copyright @ 2013 Mediant Communications LLC

prospectuses and other communications to equity. We signed our first broker client. industry expertise and complete attention to detail. We would also like your and let us know your suggestions for improvements or to request additional information about us. Our clients consistently tell us they appreciate Mediant’s user-friendly technology. Mediant is an innovator in creating software tools that service issuer. bond and mutual fund investors. corporate actions and bankruptcy notices and other types of beneficial holder notices. corporations and investment companies for processing and distributing proxy materials. in 2008 and have continued adding clients. COR Clearing Corp. print and electronic distribution. broker and bank clients. Mediant Communications has compiled a list of the questions we’re most frequently asked along with some specific instructions for communicating and delivering material to us. Proprietary Information of Mediant Communications LLC Copyright @ 2013 Mediant Communications LLC . project management and branding that we bring to their annual event processes. electronic voting. we deliver via electronic and printed media proxy material. Our clients enjoy the exceptional customer service. and comprehensive tabulation services that include real time. Please visit us at www.2013 Proxy Guide 3 2013 Proxy Guide – Mediant Communications Planning and executing your Annual Meeting event requires advance work and attention to details! To assist you. For our bank and broker clients. We hope you find this information to be helpful and informative. We look forward to more growth in the coming years and are very proud that Mediant Communications is the first firm to have introduced serious competition in the beneficial holder communications delivery service area in more than 25 years. Our services include fully branded document hosting sites with enhanced documents. brokerage firms.mediantonline. About Mediant Communications Mediant Communications is an investor communications company that provides software and services to banks. online reporting. post sale deliveries and regulatory material. Issuers hire us to distribute and tabulate proxies for their annual and special meetings.

Documents to be mailed (ie. Annual Report.) Proprietary Information of Mediant Communications LLC Copyright @ 2013 Mediant Communications LLC . Hybrid. and receive both electronic and print versions of your proxy material. • Meeting Time & Location • Agenda items (proposals) • Mail Type – Notice & Access. Phase 1: Planning Because Mediant will be distributing your annual and/or special meeting materials to the beneficial holders of our broker clients. 10-K. proposals. Notice of Meeting. Please be sure to include Mediant in your broker search. We need to know your record and meeting date(s). We cannot complete the distribution process without this information. please include us in your proxy event planning process starting with the broker search.2013 Proxy Guide 4 Proxy Planning Process – How to Use This Guide There are four phases to an Issuer’s annual proxy event and our Quick Guide is organized by these phases: Phase 1: Planning Phase 2: Distribution Phase 3: Voting and Reporting Phase 4: Billing We recommend taking a few minutes to read through the guide and using it as a reference tool. etc. • Record Date • CUSIP • Meeting Date • Meeting Type • Mail Type (Notice & Access or Traditional) • Billing Information The following is needed to complete the process and should be provided at initial set up or as soon as they become available. Proxy Statement. Full Set • Estimated mail date • Enclosures . What information do you need to cover our proxy event? Mediant needs the following information for initial set up of your event: This information is typically included in the broker search. We have structured the guide using a question/answer format and included relevant documents and schedules at the end of the guide as appendices.

Does Mediant confirm the material order? Mediant provides confirmation of the material quantity required for mailing your proxy material within 72 hours of the record date. o Billing Party o Billing Contact Name o Address o Telephone Number o Email Address o Billing inquiries can be sent to billingsupport@mediantonline. Compliance with regulatory requirements is seven days. stratified or hybrid mailings and/or full set delivery. whichever comes first. If you are utilizing Notice & Access (NAA). Is Spoilage included in figures? The figure provided by Mediant already includes spoilage. The other information should be provided as soon as it is available or by the record date. If we receive a search card from your Solicitor/Transfer Agent we respond to them within five days of or 1-877-763-1671 When should I provide this information? The information for initial set up should be provided at least 20 days before the record date. will Mediant send Notices or a full set of the proxy material? Mediant follows your instructions regarding Notice & Access (NAA). It is helpful if your broker search indicates your preference. SEC filings and various other sources. Stock Exchange publications. If we elect to use Notice & Access (NAA). Proprietary Information of Mediant Communications LLC Copyright @ 2013 Mediant Communications LLC . Where does Mediant presently obtain information on upcoming events? We currently receive notification from several sources including broker searches from Proxy solicitors and transfer agents. we must have your proxy agenda (proposals) and the link to your electronic proxy documents 45 days before your meeting date. (Mediant can provide document hosting via our Issuer Services division). Contact information for your: o Solicitor o Tabulator Billing Contact Information (Where Mediant should send the invoice for our services).2013 Proxy Guide 5 • • • Links to your electronic proxy documents and/or a PDF of documents.

a copy of your proxy card helps us ensure we have the correct meeting information setup in our if you would like to confirm items are correct on the Voting Instruction Form (VIF) for your proxy event. When should I provide Mediant with our agenda/proposals? You should provide us with this information as soon as it has been finalized.2013 Proxy Guide 6 Does Mediant use our proxy card? No. Send these items to documents@mediantonline.Date and Time by Which Votes Must be Received (Usually 5pm the Business Day Before The Meeting • Shareholder’s Information • Record Date • Control Number • Signature Line • Electronic Consent Forms Are Provided • Both the VIF and Notice & Access (NAA) form will provide instructions for viewing documents and voting your proxy online. • Management recommendations Can I review and approve the Voting Instruction Form (VIF)? Yes. Date and Time • Cut-Off Date . What is a Voting Instruction Form (VIF)? A Voting Instruction Form (VIF) is mailed to shareholders to inform them of an upcoming event. Proprietary Information of Mediant Communications LLC Copyright @ 2013 Mediant Communications LLC . However. If you elect to use the Notice & Access (NAA) Model we need to receive your agenda at least 45 days prior to your meeting. e-mail documents@mediantonline. Does Mediant need an electronic version of our proxy material? We need both the electronic version of your proxy material and the link to your document hosting site. Please send this information to It contains: • Proposals to be voted on • Voting Options • Details of the Meeting . Changes made to the Voting Instruction Form (VIF) are limited. Our Voting Instruction Form (VIF) allows shareholders to submit their votes on proposed corporate and shareholder proposals without attending a shareholder meeting in person. Please provide the contact information of the individual who is to receive the we create a Voting Instruction Form (VIF) or Notice if using Notice & Access (NAA).

Information being sent to Broadridge for any upcoming event should also be sent to Mediant. We believe Broadridge does our distribution to all holders. to request a NOBO report. by selecting Annual Meeting Planning Guide. This is one of the reasons we want to be included in your planning process from the beginning. Requests can be made by contacting . Please inform us of your preference when you send the broker search. Why should we send material to Mediant? Not all Brokers use Broadridge for distribution. The Issuer posts proxy materials on an Internet Web site and sends a Proprietary Information of Mediant Communications LLC Copyright @ 2013 Mediant Communications LLC .mediantonline.2013 Proxy Guide 7 Can we obtain a NOBO list from Mediant? Yes. How can we obtain a share range analysis? This is available upon Alternatively. • Notice & Access (NAA) instructions are properly followed (if applicable) • Mediant Electronic Voting Sites and Control Numbers are accurate All printing and mailing for our broker clients originates at our facility in New Jersey. Be sure to provide the CUSIP number and company name in your request. The regulatory standard is to mail proxy packages within five days of receipt. What are my mailing options? Mediant offers First Class or Standard Presort mailing options. Upon receipt of the signed and authorized request we will make the list available through our secure web portal. we will be ready to mail as soon as your material arrives. Voting Instruction Form. Prior to mailing the material we will confirm that: • Proposals on our VIF or Notice match your Proxy Statement • Correct content is enclosed – Proxy Statement. What is Notice & Access (NAA)? The Notice & Access (NAA) model allows an Issuer to provide materials to shareholders by Notice Only option. Annual Report. www. We strive to maintain a three-business day mailing standard. you can download the form from our website. etc. please complete the form found at the end of this guide. Mediant began distributing to brokers beginning in 2008 and continue to grow our client base. we complete the event setup and begin mailing the proxy packages to the beneficial holders of our broker clients. Phase 2: Distribution Once your proxy material is received at our print/mail facility. If we have all of the necessary details about your proxy event.

We ensure prompt distribution of proxy materials to beneficial shareholders on behalf of our broker clients. Mediant confirms the tabulator has received our report or transmission. We may request authorization from the issuer to release information to a proxy solicitor or other interested party. Notice & Access (NAA) forms will not include a proxy card. New Jersey 07663 Please include your CUSIP number. Mediant maintains contacts and reporting instructions for all of the major tabulators. company name and meeting date on the shipment label or manifest. solicitors and or call 1-877-763-1289. Do not pack items for multiple proxy events (material for more than one issuer) in the same package. please email us at tabulations@mediantonline. Be sure to include your CUSIP voting electronically via our Internet or telephone sites.2013 Proxy Guide 8 Notice to Shareholders informing them of the electronic availability of the proxy materials at least 40 days before the shareholder meeting. The instructions are provided on the Notice & Access (NAA) form. Material should be shipped to: Mediant Communications ATTN: Proxy Receiving 109 North 5th Street Saddle Brook. Where should we ship material to? Detailed delivery instructions can be found in Appendix B. When will Mediant mail our proxy material to the beneficial holders? The SEC requires material to be mailed to shareholders within five days of receipt. Phase 3: Voting and Tabulation Reporting Beneficial shareholders can vote either by completing and mailing back their Voting Instruction Form (VIF) -OR. Final vote results are sent within three hours of the vote cutoff time. If you or your solicitor would like to receive a tabulation report. Mediant contacts the Issuer or their designee for additional paper sets and forwards them to the shareholder(s) within three business days of receipt. telephone or email. We store the elections and will use them for future proxy distributions. The Notice & Access form (NAA) instructs shareholders how to request paper copies of materials. transfer agents. Mediant strives to mail material within three business days of receipt. Upon receipt of a request for paper documents. company name and meeting date. What happens if a shareholder wants a paper set? Shareholders can elect to receive paper sets by notifying us via Internet. Proprietary Information of Mediant Communications LLC Copyright @ 2013 Mediant Communications LLC .

Mediant will send a daily incremental vote results report to the Master Tabulator starting 10 to 15 days before the meeting date. “How to Vote” Instructions are located on the back of the Voting Instruction Form (VIF) or on the front of the Notice & Access (NAA) form. the proxy will be voted in accordance with the recommendations of the Board of Directors. Votes can be placed by completing and returning the paper ballot or electronically via the Internet or telephone. Email us at Who can vote? The Voting Instruction Form (VIF) is provided to account holders as of the record date set for the proxy event.2013 Proxy Guide 9 How can shareholders vote? Shareholders may vote by mail (paper). Proprietary Information of Mediant Communications LLC Copyright @ 2013 Mediant Communications LLC . Will Mediant report results to our Solicitor? What about telephone campaigns? With proper authorization from the Issuer. we may only send a final vote report within three hours of the vote cutoff time. In Proxy Manager the manager can view meeting. Many accountholders opt for electronic delivery of their proxy material. agenda. Mediant maintains their consent and email address and distributes links to our voting site and material electronically. In some situations. Proxy Manager is a web-based application that streamlines the proxy voting process for managers with brokers who have selected Mediant Communications as their shareholder communications partner. To request a Legal Proxy the shareholder must check the “To Attend the Meeting” box located at the bottom of the reverse side of the Voting Instruction Form. Internet or telephone. What is a Legal Proxy? A Legal Proxy is a document that allows a beneficial shareholder to attend a meeting and vote their shares in person. A sample of a Legal Proxy is shown in Appendix E. Share Range Analysis and Geographic reports. How does Mediant report the vote results? Votes are reported to the tabulator via an electronic file transmission or via a report sent in PDF format via e-mail or fax. ballots and account details as well as generate proxy activity reports.mediantonline. Authorization forms can be found at the end of this document and on our website: www. Mediant is happy to provide Tabulation reports. many Investment Managers transmit their votes using Mediant’s Proxy Manager system. When applicable. We will issue the Legal Proxy upon receipt of the completed Voting Instruction Form. Shareholders must present the Legal Proxy at the meeting in order to vote their shares. Do Investment Managers send votes to Mediant? Yes. NOBO for assistance. Mediant always requests that the Tabulator confirm receipt and processing of our vote reporting. What if a beneficial holder wants to attend the meeting? Shareholders may attend the meeting to vote their shares in person if we issue a Legal Proxy. If a paper ballot is received with no instruction provided and is signed and dated.

invoices are generated for distribution of proxy materials to the underlying shareholders of your company. Additionally. Invoices will arrive separately. • On or within five days of the meeting date an additional invoice (BPV) covering vote return processing is transmitted. • On or within five days of the mailing date an invoice (BPX) for processing. Invoices are sent according to billing directions which are provided at the origin of the job set up utilizing our preferred standardized “Campaign Setup Form” (which is located in the Appendix Section of this guide). Mediant Communications generates and distributes invoices on a weekly basis. If you have any questions pertaining to a Mediant Communications invoice. Please contact us at tabulations@mediantonline. • Up to 10 days prior to mailings for postage that is estimated to be higher than $5. generally within one month of each other. Invoicing How and when does Mediant send an invoice? Invoices are generated on a weekly basis. provide voted and un-voted reports as well as send confirmations of phone votes. postage and distribution is transmitted. please contact us at billingsupport@mediantonline. Please provide the following information prior to the event set-up: • Billing Party • Billing Contact Name • Address • Telephone Number • Email Address Proprietary Information of Mediant Communications LLC Copyright @ 2013 Mediant Communications LLC . In the absence of the “Campaign Setup Form” a broker search card or 1-877-763-1671.000. issuer notification or other sources will determine the billing party. This fee schedule is also followed for NASDAQ listed for more information about this service and the associated fees. Who will Mediant invoice for these services? Mediant will invoice based on instructions given by your company or third party agent. Mediant invoices for votes captured. tabulated and reported by our system. Phase 4: Billing The mailing expense that we charge is set by the New York Stock Exchange (Rule 465) and regulated by the SEC.2013 Proxy Guide 10 We can also work with your Solicitor to process votes accepted via a telephone solicitation campaign.

It is the broker’s responsibility to further distribute the material to their account holders who hold your company’s stock.14a‐13(a)(5) Broadridge handles all of our proxy mailings to our beneficial shareholders. 452 and 465 along with SEC Rules 14b‐1 and 17 CFR 240. Our actions are primarily governed by NYSE Rules 451. One invoice for the initial shareholder communication and the second invoice for voting tabulations which will arrive approximately 60 days after the initial invoice. All Other Invoices: Terms are Net 30 What does Mediant charge for proxy distribution services? Mediant follows the fee schedule established by the New York Stock Exchange. NYSE and FINRA regulations require issuers to distribute proxy material to banks and brokers who hold the company’s stock for underlying beneficial shareholders. Why does Mediant request material and bill my Company? Current SEC. Why are we receiving an invoice? Issuers are required by the SEC to distribute proxy material to all shareholders. Proprietary Information of Mediant Communications LLC Copyright @ 2013 Mediant Communications LLC . Why is Mediant contacting us? Broadridge previously serviced most brokers and. A copy of the fee schedule is located at the end of this document.2013 Proxy Guide 11 What are the standard payment terms? • • Postage Invoices: Terms are Due Upon Receipt and must be received by Mediant via overnight check. We hired someone else to distribute our proxy material. Wire Transfer or ACH within two business days of the invoice date. therefore. How many invoices will I receive per order from Mediant? The billing party will receive a minimum of two (2) invoices from Mediant per order. Today we handle proxy mailings for the beneficial shareholders of several brokers and banks that Broadridge formerly serviced. Do you have a sample invoice? A sample invoice is included in Appendix D. Because we distributed proxy material to beneficial shareholders for our broker clients. would have previously distributed your proxy material. Please note that orders with estimated Postage over $5. We are a competitor of Broadridge that began providing distribution services in 2008. we must be reimbursed for this expense. including beneficial shareholders. We didn’t hire Mediant. We never requested your service. Most banks and brokers outsource this work to companies like Mediant.000 will receive a third invoice before the job is mailed out.

“no-shareholder-tracking” regulatory required environment. online reporting allows issuers to stay on top of voting trends 24 hours a day. Investment Company Services Investment Company Services Mediant's Investment Company Services Division provides regulatory report and proxy distribution. paper and telephone votes efficiently. We oversee the mailing of proxy material to registered shareholders and employee plan participants via print and electronic delivery.2013 Proxy Guide 12 Other Mediant Communications Services Issuer Services Proxy Distribution Mediant Communication’s Issuer Services Group provides full service proxy distribution and tabulation services for hundreds of issuers. seven days a week. Proprietary Information of Mediant Communications LLC Copyright @ 2013 Mediant Communications LLC . clear screens with tabbed navigation for your annual report and proxy statement which also include a search function. images. A dedicated Relationship Manager is assigned to you and will work with you all the way from issuing the broker search to providing the final official tabulation report. Information is constantly updated and easily downloaded into Excel® to share internally and archive easily. Mediant’s document hosting sites fulfill a cookie-free. Master Tabulation and Reporting Real-time. This includes complete project management of your entire proxy event. Our electronic services offer customized branding. Tabulation and inspector-of-election certification must be accurate and reliable. Our platforms offer flexible file formats and are integrated to process Internet. text. Document Hosting Our enhanced document hosting services are custom designed for each issuer and offer a wide range of functions including links to electronic ballots and crisp. summary prospectus and document-hosting solutions for beneficial shareholders to hundreds of investment companies. and the ability to link video content providing valuable touch-points with your shareholders. prospectus delivery.

For your upcoming corporate reorganization event. Our experienced print production and mail team handles documents efficiently.2013 Proxy Guide 13 Regulatory Report Services Quality control. We provide shareholders with easy access to Summary and Statutory . delivering documents within the required regulatory timeline. Corporate Action and Bankruptcy Notifications Mediant Communications offers tailored services for Corporate Actions and Bankruptcy. Mediant is the only active Summary Prospectus service provider with both a state-of-the art platform and complete inhouse fulfillment facilities. quick turnaround and transparency are the hallmarks of Mediant's print and electronic distribution of annual and semi-annual reports. and issuers in order to provide our Client’s beneficial shareholders with the pertinent information regarding all reorganization events. please notify us at Documents@mediantonline. SEC compliance. Proprietary Information of Mediant Communications LLC Copyright @ 2013 Mediant Communications LLC . with time-tested quality assurance and control procedures. trustees. supplements and updated prospectuses. and we fulfill individual print requests. We monitor industry established sources and coordinate with agents. Summary Prospectus Services Compliance with the SEC's new regulations on summary prospectuses is assured through Mediant's print and electronic Summary Prospectus services.

F. D. C. B. NOBO Request Form Delivery Guidelines Mediant Fee Schedule Mediant Sample Invoice Legal Proxy Proxy Campaign Set Up Instructions Contact Information Proprietary Information of Mediant Communications LLC Copyright @ 2013 Mediant Communications LLC . E. G.2013 Proxy Guide 14 Appendix A.

2013 Proxy Guide 15 Appendix A Proprietary Information of Mediant Communications LLC Copyright @ 2013 Mediant Communications LLC .

2013 Proxy Guide 16 Appendix B Proprietary Information of Mediant Communications LLC Copyright @ 2013 Mediant Communications LLC .

2013 Proxy Guide 17 Appendix C Proprietary Information of Mediant Communications LLC Copyright @ 2013 Mediant Communications LLC .

2013 Proxy Guide 18 Proprietary Information of Mediant Communications LLC Copyright @ 2013 Mediant Communications LLC .

2013 Proxy Guide 19 Appendix D Proprietary Information of Mediant Communications LLC Copyright @ 2013 Mediant Communications LLC .

2013 Proxy Guide 20 Appendix E Proprietary Information of Mediant Communications LLC Copyright @ 2013 Mediant Communications LLC .

2013 Proxy Guide 21 Appendix F Proprietary Information of Mediant Communications LLC Copyright @ 2013 Mediant Communications LLC .

For billing or Invoice questions please email billingsupport@mediantonline. To notify Mediant of your company's upcoming corporate reorganization event please email or email info@mediantonline. to review your VIF or to send electronic versions of your proxy material please email documents@mediantonline. 7th Floor | New York. NY 10004 | 212-514-5202 For Event set-up inquiries. please email tabulations@mediantonline. To learn more about Mediant's products including our Issuer Services division please email info@mediantonline. call 877-838-2058 Proprietary Information of Mediant Communications LLC Copyright @ 2013 Mediant Communications LLC .com. To obtain a tabulation report or for questions about tabulation or call or call For general Information and inquiries please visit us at www. For information about material delivery instructions or for directions to our or call 1-877-763-1289.mediantonline.2013 Proxy Guide 22 Appendix G Contact Information Mediant Communications LLC | 17 State Street.