(3) Per unit price or other underlying
value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and
state how it was determined):
SPECIAL MEETING IMPORTANT DATES
|
|
SPECIAL MEETING LOCATION
|
Record Date
|
OCTOBER 29, 2020
|
|
PRINCIPAL OFFICE OF THE FUNDS
|
Approximate
Mail Date
|
NOVEMBER 25, 2020
|
|
TWO INTERNATIONAL PLACE
|
Meeting Date
|
JANUARY 7, 2021
@ 11:30 AM (ET)
|
|
BOSTON, MASSACHUSETTS 02110
|
ADDITIONAL INFORMATION
|
|
CONTACT INFORMATION
|
Tickers
|
SEE PAGE 5
|
|
Inbound Line
|
1-866-416-0552
|
CUSIPs
|
SEE PAGE 5
|
|
Website
|
https://funds.eatonvance.com/closed-end-fund-and-term-trust-documents.php
|
Saba Capital
Management, L.P., a hedge fund manager, and certain of its affiliates
have launched a
campaign against approval of your Fund(s)’ new investment advisory agreement(s) with Eaton Vance.
This campaign could
disrupt your Fund(s)’ operations and potentially leave your Fund(s) without an investment adviser.
PROXY CONTEST
PROPOSAL 1: Approval of a new investment
advisory agreement for each Fund with Eaton Vance Management (“Eaton Vance”) to continue to serve as the Fund’s
investment adviser;
What is the proxy contest about?
Saba Capital Management, L.P., a hedge
fund manager, and certain of its affiliates (collectively, “Saba”) have filed proxy materials for each Fund encouraging
shareholders to vote against the Proposal to approve a new investment advisory agreement for each Fund.
You may receive proxy solicitation materials
from Saba, including a proxy statement and GOLD or other non-white proxy card, seeking your proxy to vote against the Proposal
and giving Saba unilateral discretion to decide not to vote your shares at the Meeting.
Each Fund’s Board of Trustees
(the “Board”) has approved its new agreement. The Board unanimously recommends that you vote on the WHITE proxy
card FOR the Proposal to approve a new investment advisory agreement for your Fund(s). Do not send back any proxy card other
than the WHITE proxy card.
What does Saba seek to gain by
recommending a vote Against the new investment advisory agreement?
By filing proxy statements for each
Fund with the U.S. Securities and Exchange Commission (the “SEC”), Saba has given itself a platform to speak to each
Fund’s shareholders. Saba is using this platform only to solicit votes against the approval of each Fund’s proposed
new investment advisory agreement.
Saba does not have an alternative plan
for the management of the Funds, it is simply trying to take advantage of the situation to create disruption and force major structural
change (such as liquidation or a large tender offer) that will allow Saba and its hedge fund investors to make a short-term profit.
Saba does not care that the Funds have
served a valuable role in their long-term investors’ portfolios for many years – it is willing to disrupt fund operations
and potentially leave the Funds without an investment adviser in order to make a profit.
How would returning Saba’s
proxy card provide them with “unilateral discretion” to decide not to vote my shares at the Meeting?
Saba is a known opportunistic hedge
fund manager with a history of seeking short-term profits for itself and its clients at the expense of other fund shareholders.
Saba has taken it one step further in this proxy contest because, on its GOLD or other non-white proxy card, it has reserved the
right to determine not to attend the Meeting “if [it] believe[s] that [a Fund’s new investment advisory agreement]
is less likely to be approved” as a result of Saba’s non-attendance.
In other words, Saba can collect votes
from shareholders and then determine not to present them at the Meeting, which could have the effect of delaying the Meeting and/or
obstructing approval of a Fund’s new investment advisory agreement because a quorum is not achieved.
What should I do if I receive another
proxy card?
You may receive a different proxy statement
from Saba (along with a GOLD or other non-white proxy card) seeking your vote against the Proposal or giving Saba authorization
to decide not to present your vote altogether.
Do not give Saba authority to decide
this important matter for you. Be sure that your voice is heard at the Meeting by voting on the WHITE proxy card! The Boards
unanimously recommend a vote FOR the Proposal.
Please discard any proxy card that you
receive from Saba or any person other than the Funds. Do not send back any proxy card other than the WHITE proxy card, as
doing so may cancel your vote to support your Fund(s).
What if I previously returned
the proxy card sent to me by Saba?
The proxy card you submit with the latest
date is the proxy card that will be counted. If you have previously returned a proxy card sent to you by Saba, you can still change
your vote by:
(i)
signing, dating, and returning the WHITE proxy card in
the postage-paid envelope provided;
(ii)
recording your voting instructions via telephone or the internet
following the instructions on the WHITE proxy card; or
|
(iii)
|
voting at the Meeting.
|
THE BOARD OF TRUSTEES
OF EACH FUND UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE PROPOSAL ON THE WHITE PROXY CARD
MANAGEMENT
and EACH FUND’S BOARD OF TRUSTEES - WHITE PROXY CARD
PROPOSAL 1: Approval of a new investment
advisory agreement for each Fund with Eaton Vance to continue to serve as the Fund’s investment adviser;
What is happening?
On October 7, 2020, Eaton Vance Corp.
(“EVC”), the parent company of the Funds’ investment adviser, Eaton Vance, entered into a definitive agreement
with Morgan Stanley, a leading global financial services firm providing a wide range of investment banking, securities, wealth
management, and investment management services, pursuant to which Morgan Stanley will acquire EVC, subject to the completion or
waiver of various conditions (the “Transaction”).
What are shareholders being asked
to vote on?
The Transaction may be deemed to cause
each Fund’s current investment advisory agreement with Eaton Vance to terminate in accordance with applicable law. In order
to help ensure that each Fund’s operations continue uninterrupted upon the consummation of the Transaction, shareholders
of each Fund are being asked to approve a new investment advisory agreement.
What is the applicable law that
will cause the current investment advisory agreement to terminate?
The Investment Company Act of 1940,
as amended (the “1940 Act”), which regulates investment companies such as the Funds, requires investment advisory and
investment sub-advisory agreements to terminate automatically in the event of an assignment of the agreement.
How will the Transaction affect
Eaton Vance?
Following the Closing, Eaton Vance is
expected to operate as an indirect wholly-owned subsidiary of Morgan Stanley.
When is the Transaction expected
to be completed?
The closing of the Transaction is subject
to the completion or waiver of various conditions, and is expected to close in the second quarter of 2021 (the “Closing”).
Upon the Closing, Eaton Vance will become an indirect wholly-owned subsidiary of Morgan Stanley.
How will the Transaction potentially
benefit my Fund?
It is expected that the Transaction
will deliver long-term financial benefits for the Funds. The combined business of EVC and Morgan Stanley will offer a unique public
and private market investment solution set to clients in the industry and is expected to have the resources to bring deep capital
markets and value-added service excellence to EVC and its affiliates’ relationships.
Approval of the new investment advisory
agreements will provide continuity of the investment program you selected through your investment in the Fund(s) and help to ensure
that each Fund’s operations continue uninterrupted after the Closing.
How does the proposed new investment
advisory agreement differ from my Fund’s current investment advisory agreement?
While certain provisions have been updated,
the proposed new investment advisory agreements with Eaton Vance are substantially similar to the current investment advisory agreements
with Eaton Vance.
The services that your Fund(s) will
receive under the new investment advisory agreement are expected to be substantially similar to those it receives under the current
investment advisory agreement.
Will my Fund’s contractual
management fee rates increase?
The investment advisory fee rates proposed
for the Funds will remain the same as under their existing agreements. No Fund will experience increased management fee rates as
a result of the Transaction.
Will the new investment advisory
agreement result in any changes in the investment objective(s) or investment strategy of my Fund?
The new agreements are not expected
to result in any changes to any Fund’s investment objective(s) or investment strategy.
Will the new investment advisory
agreement result in any changes in the portfolio management?
The portfolio managers for each Fund
are expected to continue in such roles upon the Closing.
Will the Transaction be completed
if this Proposal is not approved?
The Closing may take place even if shareholders
of a Fund(s) do not approve the Proposal. If this should happen, the Board(s) of such Fund(s) would consider what additional actions
to take, which could include continuing to solicit approval of a new investment advisory agreement.
In addition, Eaton Vance could (and
expects to) propose that the Board of each Fund approve an interim investment advisory agreement to permit continuity of management
while solicitation continues. The terms of the interim investment advisory agreements would be identical to those of the current
agreements except for term and escrow provisions required by applicable law.
Is my Fund paying for the Transaction
or the proxy solicitation?
The Funds will not bear any portion
of the costs associated with the Transaction. All costs of the Proxy Statement and the Meeting, including proxy solicitation costs,
legal fees, and the costs of printing and mailing the Proxy Statement, will be borne by EVC.
THE BOARD OF TRUSTEES
OF EACH FUND UNANIMOUSLY RECOMMENDS A VOTE “FOR” PROPOSAL 1
PHONE:
|
To cast your vote by telephone with a proxy specialist, call the toll-free number found on your WHITE proxy card. Representatives are available to take your voting instructions Monday through Friday 9:00 a.m. to 10:00 p.m. Eastern Time.
|
MAIL:
|
To vote your proxy by mail, check the appropriate voting box on the WHITE proxy card, sign, date and return the WHITE card in the enclosed postage-paid envelope.
|
TOUCH-TONE:
|
To cast your vote via a touch-tone voting line, call the toll-free number and enter the control number found on your WHITE proxy card.
|
INTERNET:
|
To vote via the Internet, go to the website on your WHITE proxy card and enter the control number found on your WHITE proxy card.
|
ADDITIONAL INFORMATION REGARDING THE MEETING
LOCATION
As part of the effort to maintain a
safe and healthy environment at the Meeting, the Funds and the Board are closely monitoring statements issued by the Centers for
Disease Control and Prevention (cdc.gov) and local authorities regarding the novel coronavirus disease, COVID-19.
For that reason, the Board reserves
the right to reconsider the date, time, and/or means of convening the Meeting for one or more Funds. Subject to any restrictions
imposed by applicable law, the Board may choose to conduct the Meeting of one or more Funds solely by means of remote communications,
or may hold a “hybrid” meeting where some participants attend in person and others attend by means of remote communications.
If the Board chooses to change the date,
time, and/or means of convening the Meeting for a Fund, the Fund will publicly announce the decision to do so in advance, and details
on how to participate will be issued by press release and filed with the SEC as additional proxy material.
Proxy Materials Are Available Online At:
https://funds.eatonvance.com/closed-end-fund-and-term-trust-documents.php
The role of AST Fund Solutions, LLC as proxy solicitor is
mentioned on page 4 of the Proxy Statement.
NAME OF FUND
|
TICKER
|
CUSIP
|
Eaton Vance Floating-Rate Income Trust
|
EFT
|
278279104
|
Eaton Vance Floating-Rate Income Trust VRTP
|
EFT
|
278279856
|
Eaton Vance New York Municipal Income Trust
|
EVY
|
27826W104
|
Eaton Vance Senior Floating-Rate Trust
|
EFR
|
27828Q105
|
Eaton Vance Senior Floating-Rate Trust APS Series A
|
EFR
|
27828Q204
|
Eaton Vance Senior Floating-Rate Trust APS Series B
|
EFR
|
27828Q303
|
Eaton Vance Senior Floating-Rate Trust APS Series C
|
EFR
|
27828Q402
|
Eaton Vance Senior Floating-Rate Trust APS Series D
|
EFR
|
27828Q501
|
Eaton Vance Senior Income Trust
|
EVF
|
27826S103
|
Eaton Vance Senior Income Trust APS Series A
|
EVF
|
27826S202
|
Eaton Vance Senior Income Trust APS Series B
|
EVF
|
27826S301
|
Eaton
Vance Closed-End Funds
Abstention Script
(ABSTAIN FOR QUORUM)
Good (morning, afternoon, evening),
my name is (AGENT’S FULL NAME).
May I please
speak with (SHAREHOLDER’S FULL NAME)?
(Re-Greet If Necessary)
I
am calling on a recorded line regarding your current investment in the Eaton
Vance Closed-End Funds.
I apologize for any inconvenience; however,
since I assume you are not able to attend the Joint Special Meeting of Shareholders for Eaton Vance Funds scheduled to take place
on January 7, 2021, I just wanted to confirm that you would like to vote Abstain?
(Pause For Response)
(Review Voting Options with Investor
If Necessary)
If we identify any additional accounts
you hold in the Eaton Vance Closed-End Funds before the meeting takes place, would you like us to vote those accounts in the same
manner as well? (Pause For Response)
*CONFIRMATION:
I am recording your (Recap Voting Instructions) for voter confirmation number
(CONTROL#) today (Today’s Date & Time).
For confirmation purposes:
|
·
|
Please state your full
name. (Pause)
|
|
·
|
According to our records,
you reside in (city, state, zip code). (Pause)
|
|
·
|
To ensure that we have
the correct address for the written confirmation, please state your street address. (Pause)
|
Thank you. You will receive written
confirmation of this vote within 3 to 5 business days. Upon receipt, please review and retain for your records. If you should have
any questions, please call the toll free number listed on the confirmation. Mr. /Ms. ___________, your vote is important and your
time is greatly appreciated. Thank you and have a good (morning, afternoon, evening.)
REBUTTAL:
If you are unsure how to vote, you can simply
Abstain which is neither a favorable nor an against vote. Doing so will ensure that your shares are represented at the upcoming
Joint Special Meeting of Shareholders, which will help avoid costly adjournments.
Would you like to Abstain?
Eaton Vance Closed-End
Funds
Answering Machine Script
Hello.
I am calling regarding your investment
in the Eaton Vance Closed-End Funds.
The Joint Special Meeting of Shareholders
is scheduled to take place on January 7, 2021. All shareholders are being asked to consider and vote on an important matter. As
of today, your vote has not been registered.
Please contact us as soon as possible at
1-866-416-0552 Monday through Friday between the hours of 9:00am and 10:00pm Eastern Time.
Your vote is very important. Thank you
and have a good day.
Eaton
Vance Closed-End Funds
Any Vote Call Guide
(Any Vote)
Good (morning, afternoon, evening),
my name is (AGENT’S FULL NAME).
May I please speak with (SHAREHOLDER’S
FULL NAME)?
(Re-Greet If Necessary)
I am calling on a recorded line regarding
your current investment in the Eaton Vance Closed-End Funds.
The reason for my call is to inform
you that the Joint Special Meeting of Shareholders is scheduled to take place on January 7, 2021 and currently our records indicate
your vote has not been recorded.
The Board is recommending a vote “FOR”
the proposal, but you may also cast an “Against” or “Abstain” vote.
Would you like to vote “For”,
“Against” or “Abstain”?
(Pause For Response)
(Review Voting Options with Shareholder
If Necessary)
If we identify any additional accounts
you own in the Eaton Vance Closed-End Funds before the meeting takes place, would you like to vote those accounts in the same manner
as well?
(Pause For Response)
*Confirmation – I am recording
your (Recap Voting Instructions). for voter confirmation number (CONTROL#) today (Today’s
Date & Time).
For confirmation purposes:
|
·
|
Please state your full
name. (Pause)
|
|
·
|
According to our records,
you reside in (city, state, zip code). (Pause)
|
|
·
|
To ensure that we have
the correct address for the written confirmation, please state your street address. (Pause)
|
Thank you. You will receive written
confirmation of this vote within 3 to 5 business days. Upon receipt, please review and retain the written confirmation for your
records. If you should have any questions, please call the toll free number listed on the confirmation. Mr. /Ms. ___________, your
vote is important and your time is greatly appreciated. Thank you and have a good (morning, afternoon, evening.)
Eaton
Vance Closed-End Funds
Inbound Script
Good (morning, afternoon, evening).
Thank you for calling the Eaton Vance Closed-End Funds proxy voting line. My name is (AGENT’S FULL NAME).
How may I help you? (Pause for response)
Responding to Initial Mailing Received:
The material you received is regarding
the Joint Special Meeting of Shareholders scheduled for January 7, 2021.
Can
I please have the last name and zip code on the materials you received to better assist you? (Pause
for response)
--------Locate and verify account.
Thank you. Please note that this call
may be recorded for quality assurance purposes.
If you’re not able to attend the meeting,
I can record your voting instructions by phone.
Your Board of Trustees is recommending
a vote “For” the proposal.
If shareholder has questions:
I would be happy to review the meeting
agenda and record your vote by phone. REVIEW MEETING PROPOSAL USING FACT SHEET.
The Board of Trustees is recommending
a vote “For” the proposal.
Would you like to vote along with
the Board’s recommendation?
(Pause For Response)
(Review Voting Options with Shareholder
If Necessary)
If we identify any additional accounts
you hold in the Eaton Vance Closed-End Funds before the meeting takes place, would you like to vote those accounts in the same
manner as well?
(Pause For Response)
*Confirmation – I am recording
your (Recap Voting Instructions). for voter confirmation number (CONTROL#) today (Today’s
Date & Time).
For confirmation purposes:
|
·
|
Please state your full
name. (Pause)
|
|
·
|
According to our records,
you reside in (city, state, zip code). (Pause)
|
|
·
|
To ensure that we have
the correct address for the written confirmation, please state your street address. (Pause)
|
Thank you. You will receive written
confirmation of this vote within 3 to 5 business days. Upon receipt, please review and retain for your records. If you should have
any questions, please call the toll free number listed on the confirmation. Mr. /Ms. ___________, your vote is important and your
time is greatly appreciated. Thank you and have a good (morning, afternoon, evening.)
Eaton
Vance Closed-End Funds
Level I Proxy Contest
Call Guide
(VOTING PROXY CONTEST SCRIPT)
Good (morning, afternoon, evening),
my name is (AGENT’S FULL NAME).
May I please speak with (SHAREHOLDER’S
FULL NAME)?
(Re-Greet If Necessary)
I am calling on a recorded line regarding
your current investment in the Eaton Vance Closed-End Funds. I wanted to confirm that you have received the proxy material for
the Joint Special Meeting of Shareholders scheduled to take place on January 7, 2021.
Have you received the information?
(Pause for response)
If “Yes” or positive response:
If you’re not able to attend the meeting,
I can record your voting instructions by phone in support of the proposal to approve a new investment advisory agreement. Your
Board of Trustees is recommending a vote “For” the proposal.
If “No” or negative response:
I would be happy to review the meeting agenda
and record your vote by phone. However, the Fund’s Board is recommending a vote “For” the new investment advisory
agreement.
Would you like to vote along with the Board’s
recommendation?
(Pause For Response) (Review Voting
Options with Shareholder If Necessary)
If we identify any additional accounts
you hold in the Eaton Vance Closed-End Funds before the meeting takes place, would you like to vote those accounts in the same
manner as well?
(Pause For Response)
*Confirmation – I am recording
your (Recap Voting Instructions) for voter confirmation number (CONTROL#) today (Today’s
Date & Time).
For confirmation purposes:
|
·
|
Please state your full
name. (Pause)
|
|
·
|
According to our records,
you reside in (city, state, zip code). (Pause)
|
|
·
|
To ensure that we have
the correct address for the written confirmation, please state your street address. (Pause)
|
Thank you. You will receive written
confirmation of this vote within 3 to 5 business days. Upon receipt, please review and retain for your records. If you should
have any questions, please call the toll free number listed on the confirmation. Mr. /Ms. ___________, your vote is important
and your time is greatly appreciated. Thank you and have a good (morning, afternoon, evening.)
Eaton Vance Closed-End
Funds
Answering Machine
Script
Hello.
I am calling regarding your investment
in the Eaton Vance Closed-End Funds.
The Joint Special Meeting of Shareholders
is scheduled to take place on January 7, 2021. All shareholders are being asked to consider and vote on an important matter.
If you have any questions, please contact
us at 1-866-416-0552 Monday through Friday between the hours of 9:00am and 10:00pm Eastern Time.
Your vote is very important. Thank you
and have a good day.
Eaton
Vance Closed-End Funds
No Vote Call Guide
Good (morning, afternoon, evening).
Thank you for calling the Eaton Vance Closed-End Funds proxy voting line. My name is (AGENT’S FULL NAME).
How may I help you? (Pause for response)
Responding to Initial Mailing Received:
The material you received is for the Joint Special
Meeting of Shareholders scheduled to take place on January 7, 2021.
Can I please
have the last name and zip code on the materials you received to better assist you? (Pause
for response)
--------Locate and verify account.
You should have received a WHITE proxy
card sent to you by your Fund’s Board of Trustees. You may have also received a GOLD proxy card from an opportunistic hedge
fund manager.
The Board is asking shareholders to only return
the WHITE proxy card and vote FOR the new investment advisory agreement with Eaton Vance. If you have already returned
the GOLD proxy card, you may change your vote by promptly signing, dating, and returning the WHITE proxy card or voting
by telephone or internet using the instructions on the WHITE proxy card. Only the latest dated proxy card or vote you submit
will be counted.
1. Do you still have the WHITE proxy
card?
IF YES:
(PROCEED TO NEXT QUESTION)
IF NO or shareholder needs another WHITE proxy card:
Registered – “We will send you another copy of Management’s
proxy materials, which will include a WHITE proxy card.”
(PROCEED TO NEXT QUESTION)
Beneficial (NOBO) – “Please contact your broker
at your earliest convenience to request another copy of the proxy materials. Please remember to tell your broker that you want
Management’s proxy materials with the WHITE proxy card.
(PROCEED TO NEXT QUESTION)
2. Do you think that you will be returning
the WHITE proxy card to support your Board?
YES OR POSITIVE RESPONSE:
The Board greatly appreciates your support. Remember,
even if you have already sent back the GOLD proxy card, you can still support the Board by sending back the WHITE proxy
card before January 7th. If you have any questions, or you require any assistance, please feel free to call 1-866-416-0552
Monday through Friday from 9 a.m. to 10 p.m. Eastern Time. Thank you for your time and have a good day.
NO or shareholder sending GOLD proxy card -
No Response - Questions – Not voting: Your vote at the upcoming meeting is very important, and there are a few things
the Board believes you should take into account when making your decision.
(Refer to fact sheet and begin discussion)
(After Discussion)
3. Given that information, do you think you
will be returning the WHITE proxy card to support your Board?
IF YES or POSITIVE:
(See Yes or Positive above)
NO or NEGATIVE: (After discussion, still
sending GOLD proxy card or not voting)
I understand. If you have any questions or you
require any assistance, please feel free to contact 1-866-416-0552 Monday through Friday from 9 a.m. to 10 p.m. Eastern Time. Your
vote is important and your time is greatly appreciated. Thank you and have a good day.
Eaton
Vance Closed-End Funds
No Vote Call Guide
Good morning/afternoon/evening.
My name is _______________. May I please speak
with _______________?
(Re-greet if necessary)
I’m calling regarding your current
investment in the Eaton Vance Closed-End Funds. I wanted to confirm that you have received the proxy materials for the Joint Special
Meeting of Shareholders scheduled to take place on January 7, 2021.
You should have received a WHITE proxy
card sent to you by your Fund’s Board of Trustees. You may have also received a GOLD proxy card from an opportunistic hedge
fund manager.
The Board is asking shareholders to only return
the WHITE proxy card and vote FOR the proposal to approve a new investment advisory agreement. If you have already
returned the GOLD proxy card, you may change your vote by promptly signing, dating, and returning the WHITE proxy card or
voting by telephone or internet using the instructions on the WHITE proxy card. Only the latest dated proxy card or vote
you submit will be counted.
1. Do you still have the WHITE proxy
card?
IF YES:
(PROCEED TO NEXT QUESTION)
IF NO or shareholder needs another WHITE proxy card:
Registered – “We will send you another copy of Management’s
proxy materials, which will include a WHITE proxy card.”
(PROCEED TO NEXT QUESTION)
Beneficial (NOBO) – “Please contact your broker
at your earliest convenience to request another copy of the proxy materials. Please remember to tell your broker that you want
Management’s proxy materials with the WHITE proxy card.
(PROCEED TO NEXT QUESTION)
2. Do you think that you will be returning
the WHITE proxy card to support your Board?
YES OR POSITIVE RESPONSE:
The Board greatly appreciates your support. Remember,
even if you have already sent back the GOLD proxy card, you can still support the Board by sending back the WHITE proxy
card before January 7th. If you have any questions, or you require any assistance, please feel free to call 1-866-416-0552
Monday through Friday from 9 a.m. to 10 p.m. Eastern Time. Thank you for your time and have a good day.
NO or shareholder sending GOLD proxy card -
No Response - Questions – Not voting: Your vote at the upcoming meeting is very important, and there are a few things
the Board believes you should take into account when making your decision.
(Refer to fact sheet and begin discussion)
(After Discussion)
3. Given that information, do you think you
will be returning the WHITE proxy card to support your Board?
IF YES or POSITIVE:
(See Yes or Positive above)
NO or NEGATIVE: (After discussion, still
sending GOLD proxy card or not voting)
I understand. If you have any questions or you
require any assistance, please feel free to contact 1-866-416-0552 Monday through Friday from 9 a.m. to 10 p.m. Eastern Time. Your
vote is important and your time is greatly appreciated. Thank you and have a good day.