Schedule 14-A disclosure, Fast Filing

Research conducted by Arthur Mboue 1

SEC Compliance and disclosure- series 12Schedule 14 A disclosure- fast Filing

ByArthur Mboue


All items in Schedule 14 AItems NamesItem1 Date, time and place information

Item 2 Revocability of proxy

Item 3 Dissenters right of appraisalItem 4 Persons making the solicitation

Item 5 Interest of certain persons in matters to be acted upon

Item 6 Voting securities and principal holders thereof

Item 7 Directors and executive officersItem 8 Compensation of directors and executive officers

Item 9 Independent public accountants

Item 10 Compensation plans

Item 11 Authorization or issuance of securities otherwise than for exchange

Item 12 Modification or exchange of securities

Item 13 Financial and other information

Item 14 Mergers, Consolidation, acquisitions and similar matters

Item 15 Acquisition or disposition of property


All items in Schedule 14-A (next)items names

Item 16 Restatement of accounts

Item 17 Action with respect to reports

Item 18 Matters not required to be submitted

Item 19 Amendment of charter, bylaws or other documents

Item 20 Other proposed action

Item 21 Voting procedures

Item 22 Information required in investment company proxy statement

Item 23 Delivery of documents to security holders sharing an address

Item 24 Shareholder approval of executive compensation

Pursuant to Rule 14a-6 (b). 8 copies of the Def14, proxy card and all other soliciting material must be filed and mailed with the SEC and sent or given to shareholders. A minimum of 3 copies of the Def 14, proxy card and all other soliciting material must be submitted to each national securities exchange


GE Board reporting structure


Item 1- Date, time and place information

Sch 14A (rule 14a-5(e)) requires the following disclosure: • When and where the meeting is being held • When proxy materials are distributes• Shareholder proposal information– Registrant must disclose the date by which the

proposal must be received in order to be included in the registrant’s proxy statement

– Registrant’s must disclose the date by which the shareholder proposal was be received


Item 2- Revocability of Proxy

• Whether the shareholder returning a proxy has the right to revoke it and if so, the limitations or procedures to follow


Item 3-Dissenters right appraisal

• Indicate any statutory procedures required to be followed by dissenters in order to perfect such rights

• Disclose the rights of appraisal or similar rights of dissenters

• Disclose where such rights may be exercised• Indicate whether a securities holder failure to

vote against a purpose will constitute a waiver of rights


Item 4- persons making the solicitationsSch 14A (rule 14a-12(e))requires a clear statement that the proxy statement is being make by the registrant including• Disclose the method used (mail or other means)• Disclose the arrangement and estimated costs• Disclose the use of any director of the registrant who

has informed the registrant in writing that he or she intends to oppose an action intended to be taken by the registrant at the meeting and a description of the action

• If the proxy solicitors are to be used, disclose the material terms of their contract, the anticipated costs, and who is paying the costs


Item 5- interest of certain persons in matters to be acted upon

• Describe any direct or indirect interested parties – Each person who has been a director or executive

officer since the beginning of the last FY– Each nominee for election as a director; and– Each associate of such persons

• Describe their holding• Discuss their conflict of interest• Furnish under Rule 14a-12(c)


Item 6- Voting securities and principal holders thereof• Furnish under item 403• Disclose the number of outstanding shares of each class• Disclose the number of votes per share for each class• Provide the record date for determining the shareholders and

share entitled to vote at the meeting• Describe any cumulative voting rights or straight if applicable• Provide a tabular representation of the security ownership

information Title of Class (1)

Name [and address] of beneficial Owner (2)

Amount and Nature of Beneficial Ownership (3)

Percent of Class (4)

• Describe any change of control arrangements


ITEM 7-Directors and Executives (tabular representation) Disclosure requirement of item 7 of schedule 14A Reg S-K item

Identification of directors and executive officers* 401(a)-(f); 103 (instruction 4)

Independence of directors* 407 (a)

Board meetings and committees,. Annual meeting attendance 407 (b)

Nominating committee disclosures 407 (c)(1) & (2)

Audit committee disclosures

• Audit committee charter 407(d)(1)

• Non-independence of audit committee members 407(d)(2)

• Audit committee report 407(d)(3)

• Audit committee disclosures by listed issuers* 407(d)(4)

• Audit committee financial expert* 407(d)(5)

Compensation committee disclosures 407((e)1), (2)&(3)

Security holder communications with directors 407(f)

Board leadership structure and role in risk oversight 407(h)

Transactions with related persons* 404(a)

Review and approval of related person transactions* 404(b)

Promoters and control persons* 401(b)Insider trading and reporting* 405

* Part III, 10-K


Item 7- Identification of directors and executive officers• Also Item 10, Part III and item 3 part I• Disclose the names and ages of NEO • Disclose all positions and offices held with the registrant• Describe their business experience for the last five years

and the specific experience, qualifications, attributes or skills that led to the conclusion that the individual should serve as a director in light of the company’s business and structure

• Explain briefly the nature of the individual’s level’s professional competence

• Disclose more than five years


Item 7-Identification of directors (Individual Director Qualifications)

• Disclose current information about the director including – Item 401(e) and (f)– Legal proceedings look back, 10 years– Directorships look back, 5 years– And other legal proceedings-material for election– And individual qualifications

• Disclose the name and age of each director/nominee, not as a group and specific and particular experience, qualifications, attributes or skills

• Disclose board focus, not committee service, determined as of time of the filing (classified board?)

• Disclose if any diversity consideration did apply in the election of director or committee selection

• Disclose if whether or not it was no broker discretionary voting in director elections– Broker non votes (NYSE Rule 454)– Director proxy access by shareholders (Rule 14a-11)


Item 7- Independence of Director • Also Part III, item 13• Identify directors who are independent under applicable

standards• Identify members of the compensation, nominating

and/or audit committees who are not independent under applicable standards

• Provide the required disclosure for all directors• Describe for each director and nominee who is

independent, any transaction, relationship or arrangement that was considered by the BoD in determining that the director or nominee was independent but was not disclosed pursuant to item 12 of Form 10-K


Item 7- board meetings and committees: annual meeting attendance

• Provide information concerning board and committee meetings and attendance and annual meeting attendance, and the company’s policy, if any

• Provide any director attendance at annual meeting


Item 7-nominating committee disclosures• Provide information concerning the nominating committee existence or the basis

for the company not having a nominating committee• Provide nominating committee written charter and related disclosure• Provide policy regarding security holder• Provide recommendations or the basis for the company not having such a policy• Provide procedures, if any, for submitting candidates • Provide minimum qualifications; necessary qualifies and skills• Provide the committee’s processes for identifying and evaluating director

nominees• Provide categories of persons who recommended any nominee other than

nominees who are executive officers or directors standing for reelection• Provide the function performed by 3rd parties who were compensated for

identifying or evaluating potential nominees• Provide certain nominee recommended by +5% security holders • Disclose whether the nominating committee or board of directors considers

diversity in director nominating• Disclose whether a current copy of the nominating committee charter is available

to security holders on the company’s website (provide the company’s website address)


Item 7- audit committee charter, non- independence and committee report

• Disclose whether or not the audit committee has a charter• Disclose whether a current copy of the audit committee

charter is available to shareholders on the company website or include it in an appendix to the company’s proxy statement

• Provide the appointment of a committee member who was not independent under applicable standards and specified related disclosure

• Indicate if the audit committee did take specified actions concerning the company’s financial statements

• Indicate the name of each audit committee member that must appear below the required disclosures


Item 7- audit committee disclosures by listed issuers

• State whether or not the company has a separately designated audit committee or a committee performing similar functions

• Identify each members


Item 7-audit committee financial expert

• Disclose whether or not the Board of Directors has determined that it has at least one ‘audit committee financial expert’

• Disclose the name of that expert and whether or not he or she is independent under applicable listing standards

• Disclose this information for more than one audit committee member, if applicable


Item 7-compensation committee disclosures• Disclose if the company does or does not have a standing

compensation committee• State the basis for not have that committee• Identify each director who participates in determining executive

officer and director compensation• Disclose whether or not the compensation committee has a

charter• Describe the company’s processes and procedures for

consideration and determination of executive officer and director compensation including the scope of the committee’s authority, the extent to which its authority may be delegated to others, any role of executive officers in recommending or determining amounts or forms of executive or director compensation, and any role of consultants


Item 7-security holder communications with directors

• Disclose whether the company’s BoD has established a process for shareholders to send communications to the BoD, and if not the basis for not having such a process

• Disclose the process for shareholders communications to the board

• Describe the company’s process for determining which communications will be transmitted to board members, if any

• Disclose if the process for shareholder communications is available on a company website

• Disclose the process for collecting and organizing shareholder communications


Item 7- Board Leadership Structure and risk oversight• Item 407(h)• Disclose the board leadership structure and state whether CEO and

Chairman positions are combined or not• Disclose why this chosen structure is appropriate for your company• Disclose the existence of lead independent director and its role, if

CEO and Chairman positions are combined• Disclose how company perceives role of board and senior

management in managing material risks• Disclose manner in which board administers oversight• Disclose structure of risk oversight • Disclose the effect the oversight function has on leadership

structure• Disclose the process used


Item 7-transactions with related persons

• Disclose transactions and relationships with any person who was a related person at any time since the beginning of the last fiscal year

• Disclose the company’s policies and procedures for review and approval of such transactions and relationship


Item 7-review and approval of related person transactions

• Disclose transactions and relationships with any person who was a related person at any time since the beginning of the last fiscal year

• Disclose the company’s policies and procedures for review and approval of such transactions and relationship


Item 7-promoters and control persons

Item 401(g) of Reg S-K requires registrants that have not been subject to the reporting requirements of Sections 13(a) or 15(d) of the Exchange Act of the 12 months immediately prior to the filing of annual report to• Identify any promoter for the last 5 years• Describe the nature of his/her involvement• Provide any legal proceedings that occurred during the

past 10 years to the extent material to a voting or investment decision

• Provide the same information with respect to any control person


Item 7-insider trading and reporting

• Disclose information concerning late filings by Section 16 filers (Form 4 and 5)

• Disclose information about failure to file Form 5


Item 8-Compensation of directors and executive officersDisclosure requirements of item 8 Reg S-KCompensation discussion analysis 402 (b)Summary compensation table 402(c)Grants of plan based awards table 402(d)

Narrative disclosures to the SCT and grants of plan based awards table 402(e)Outstanding equity awards at fiscal year end table 402(f)Option exercises and stock vested table 402(g)Pension benefits table 402(h)Nonqualified deferred compensation table 402(i)Potential post employment or change in control payments 402(j)Director compensation table 402(k)Disclosure of registrants compensation policies and practices for risk management

402 (s)

Golden parachute compensation 402(t)

Board compensation committee report on executive compensation 407(e)(5)

Disclosure of compensation committee interlocks and insider participation 407(e)(4)

PS: all PART III, Item 11


Item 8- CDA• Discuss the design, objectives and implementation of the

registrant’s compensation programs including risk analysis and appropriate controls (inventive to excel)

• Discuss the reason of the design of the reward• Disclose the element of compensation• Provide the reason the registrant did choose to pay each element• Provide how the registrant did determine the amount• Disclose how do each element and the registrant’s decisions

about that element fit into the registrant’s overall compensation objectives and affect decisions about other elements

• Disclose whether or not the registrant has considered the results of the previous shareholder say-on-pay votes in determining compensation policies


Item 8- CDA guidelines

Tabular representation GE strategy


Item 8- CDA Compensation Risk Assessment• Provide narrative disclosure of risks arising from compensation

practices with possible material adverse effect on the company

• Disclose the company’s risk assessment or incentive considerations in structuring the policies and practices or in awarding or paying the compensation

• Provide mitigating factors such as claw-backs or holding period requirements

• Provide policies regarding adjustments to compensation policies and material adjustments made

• Discuss the extent to which the company monitors its compensation program to determine whether its risk objectives are met


Item 8-Summary compensation table

• Provide a footnote disclosure of the receipt of non cash compensation in lieu of salary or bonus and value of performance awards

• Discuss stock, option or non-equity incentive plan award to NEO• Disclose the aggregate grant date fair value of stock and options awards granted during the

year• Disclose the value of performance awards completed based upon the probable outcome of

the performance conditions


Item 8-Grants of plan based awards

• Provide a footnote disclosure of the methodology defined in the appropriate plan for determining exercise or base price.

• Disclose the future payout and value of the performance awards


Item 8- narrative disclosures to the SCT and grant based• Describe any material factors necessary to provide an

understanding of the information disclosed in the tables• Disclose which factors would result in competitive harm of

the company• Discuss how difficult or likely it will be for the executive or

registrant to achieve the undisclosed target levels or other factors

• Discuss each repricing or any other material modifications• Describe award terms, vesting schedule and other material

conditions• Explain the amount of salary and bonus in proportion to

total compensation


Item 8- Outstanding equity awards at fiscal year- end

• Provide a foot note disclosure identifying any award that has been transferred other than for value or the nature of transfer

• Disclose a representative amount based on the previous fiscal year’s performance

• Disclose change in amount reported for equity awards in Summary Compensation and Director Compensation tables


Item 8-Option exercised and stock vested

• Provide a footnote disclosure quantifying the amount deferred. Also disclose the terms of the deferral

Research conducted by Arthur Mboue

Item 8- Pension Benefits

36

• Provide a footnote disclosure quantifying any resulting benefit augmentation• Disclose the material terms and conditions• Disclose material terms and conditions of payments and benefits available under

the plan• Describe the plan’s early retirement benefit formula and eligibility standards• Disclose the specific elements of compensation in computing the retirement

benefit and identify each such element• Disclose the names of NEO participating in multiple plans• Disclose the registrant’s policies with regard to such matters as granting extra years

of credited service

37

Item 8- Nonqualified deferred compensation

Research conducted by Arthur Mboue

• Provide the deferral of compensation to any NEO on a basis that is not tax qualified• Disclose the types of compensation permitted to be deferred and any limitations on the

extent to which compensation may be deferred• Disclose the measures and provisions for calculating interest or other plan earnings• Disclose material terms with respect to payouts, withdrawals and other distributions

from such plans and arrangements


Item 8-Director compensation table

• Provide a footnote disclosure of the receipt of non cash compensation in lieu of cash and the grant date fair value and value of the performance awards

• Provide a footnote disclosure of a each director, most recent FY, any forfeitures of previous stock awards or option awards and the aggregate shares under stock awards and the aggregate shares underlying option awards, which were outstanding at fiscal year


Item 8- disclosure of registrant compensation policies & practices for risk management

• Disclose general design philosophy of the company’s compensation policies and practices for employees whose behavior would be most affected by the incentive established by the policies and practices

• Disclose the company’s risk assessment or incentive policies and practices in structuring its compensation

• Describe how the company’s compensation policies and practices relate to the realization of risks resulting from the actions of employees in both the short term and the long term

• Describe the company’s policies regarding adjustments to its compensation policies and practices to address charges in its risk profile

• Discuss the extent to which the compensation committee and management monitor its compensation policies and practices to determine whether its risk management objectives are being met with respect to incentivizing its employees


Item 8- board compensation committee report on executive compensation

• Shared Compensation Consultant– If the board engages a compensation consultant to

provide executive compensation services and such compensation consultant also provides non executive compensation services exceeding $120,000 during the company’s fiscal year• Disclose the aggregate fees paid for executive

compensation services• Disclose the aggregate fees paid for non-executive

compensation services• Disclose when the compensation committee approved the

non-executive compensation services


Item 8- Compensation Consultant• Disclose fees paid to compensation consultant and

potential conflicts of interest• if board has not engaged its own consultant but the

company has engaged its own consultant who received more than $120,000 during the FYE, – disclose fees paid for board and non-board services– Disclose whether decision to engage consultant (or its

affiliates) for additional services to the company was made or recommended by management

– Disclose whether board or committee approved the other services provided to the company

• Separate compensation consultants– If the board and the company have each engaged

their own compensation consultant, then no disclosure is required under item 407((e)3)(iii)


Item 8-disclosure of compensation committee interlocks and insider participation

• Identify each person who served as a member of the compensation committee, his age of service and any relationship (company officer, former officer) and/or participated in deliberations of the registrant’s BoD concerning executive compensation

• Disclose whether the committee has reviewed and discussed the CDA• Disclose names of each member of the registrant compensation committee

signing this report• Disclose an executive officer of company A who is the member of the

compensation committee of the company A, and executive officer of the company B who is a member of the compensation committee of company A

• Disclose an executive officer of company A who is a director of company B, and an executive officer of company of company B who is a member of compensation committee of company A

• Disclose an executive officer of company A who is a member of compensation of company B and an executive officer of company B who is a director of company A


Item 9-disclosures about independent auditor under item 304• Former auditor:

• Disclose whether and on what date the former auditor resigned, declined to stand for re-election or was dismissed

• Disclose whether the former auditor’s report on the financial statements for either of the past 2 years

• Disclose who did recommend and approve this decision to change auditors• Disclose whether there were any disagreements with the former auditor for

the last 3 years leading to this resignation, declination or dismissal• Disclose whether there were any reportable events during the last 2 years

leading this resignation, declination or dismissal• Newly engaged auditors• Disclose the name of the newly engaged auditor and the date of

engagement• Describe any issue and describe the views of the newly engaged auditor • Disclose whether or not the newly engaged auditor did review these issues


Item 9-disclosure about independent auditor

Disclosure of preapproval policies and procedures• Rule 2-10 (C)(7) of Reg S-K• Disclose the audit committee policies and procedures for pre-approving audit and non-

audit service (provide a clear, concise and understandable description of the policies and procedures)

• Feel free to include a copy of the policiesDisclosure of use of consulting staff• If people other than the principal accountant’s full time permanent employees performed

more than 50% of the hours of work on the audit of a company financial statement for the most recent fiscal year

• Disclose the percentageDe-minimis exception• Disclose the percentage of the total fees disclosed in audit related tax and all other fees to

which the de-minimis exception was approved

Tabular representation of independent auditor table• provide footnote disclosure


Item 10-Compensation plans under item 201 (d)New plan benefits , plan nameDollar value ($) Number of Units

CEOCFONamed Executive ANamed Executive BNamed executive CEXECUTIVE GROUP (NUMBER)Non executive director group (number)Non executive officer employee group (number)

• Three copies of the written document for any proposed plan must be filed with the SEC at the time its proxy statement is filed

• Describe briefly the material features of the plan being acted on • Identify each class of persons who will be eligible to participate in the plan• Disclose the benefits they would have been received by or allocated to each of class for the last completed fiscal

year• Disclose if management can modify the plan without shareholder approval• Disclose the nature of the modifications that management can make unilaterally• Describe the pension, retirement plans, options, warrants or rights submitted for shareholder action• Disclose the estimated annual payment with respect to current service costs• Disclose the number of options received or to be received by each NEO


Item 10- Compensation Plans Plan category Number of securities to

be issued upon exercise of outstanding options, warrants, and rights (a)

Weighted average exercise price of outstanding options, warrants, and rights (b)

Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a) ( c)

Equity compensation plans approved by the security holders

Equity compensation plans not approved by security holders

Total

• Disclose plans that have been approved by security holders and plans that have not been approved by security holders

• Provide a footnote disclosure to the table for any assumed awards that are still outstanding• Provide a footnote disclosure for each relevant plan, the type of plan and associated number of securities• Identify and provide a brief narrative summary of the material features of each equity compensation plan

in effect at the end of most recently completed fiscal year


Item 11-Authorization or Issuance of Securities Otherwise than for Exchange

• State the title and amount of securities to be authorized or issued• State that the terms of securities to be authorized including dividend

or interest rates, conversion prices, voting rights, redemption prices, maturity dates, and similar matters will be determined by the BoD

• Describe briefly the transaction in which the securities are to be issued

• Describe the nature and approximate amount of consideration received or to be received by the registrant

• Describe the approximate amount devoted to each purpose so far as determinable for which the net proceed have been or are to be used

• State the reasons for the proposed authorization or issuance and the general effect thereof upon the rights of existing security holders


Item 12-Modification or Exchange of Securities• State the title and amount thereof• Describe any material differences between the outstanding

securities and the modified or new securities in respect any matters

• State the reasons for the proposed modification or exchange and the general effect thereof upon the rights of existing security holders

• Provide arrears in dividends or as to defaults in principal or interest in respect to the outstanding securities which are to be modified or exchanged

• Outline briefly any other material features of the proposed modification or exchange

• File copies with the SEC


Item 13-Financial and Other Information• Provide the various information including (1) financial

statements meeting the requirements of Reg S-X, (2) item 302, supplemental financial information of Reg S-K, (3) item 303, MD&A (4) item 304, changes in and disagreements with accountants on accounting and financial disclosure, of Reg S-K and (5) item 305, Quantitative and Qualitative disclosures about market risk, of Reg S-K and (6) statement as to whether (i) representatives of the principal accountants for the current year and for the most recently completed FY, (ii) they will make a statement and (iii) they are available to respond to questions


Item 14- Mergers, consolidations, acquisitions and similar matters (Golden parachute compensation)

• Disclose all golden parachute arrangements• Disclose arrangements by the target with its NEOs and the NEOs of the acquirer• Disclose arrangements by the acquirer with its NEOs and the NEOs of the target• Describe the following in narrative form :

• Material conditions or obligations applicable to the receipt of golden parachute payments• Circumstances that would result in payment• Whether payments would or could be lump-sum or annual and their duration• Who would make the payments

• Disclose all golden parachute compensation arrangements• Provide arrangements with NEOs as part of their executive compensation


Item 15-Acquisition or Disposition of Property

• Describe briefly the general character and location of the property

• State the nature and amount of consideration to be paid or received by the registrant or any subsidiary

• Outline briefly the facts bearing upon the question of the fairness of the consideration

• State the name and address of the transferor or transferee• Describe the nature of any material relationship of such

person to the registrant or any affiliate of the registrant• Outline briefly any other material features of the contract

or transaction


Item 16- Restatement of Accounts• State the nature and amount of the restatement and the

date as of which it is to be effective• Outline briefly the reasons for the restatement and for the

selection of the particular effective date• State the name and amount of each account affected by

the restatement and the effect of the restatement thereon.

• Provide a tabular representation of the amounts that shall be made when appropriate, particularly in the case of recapitalizations

• State whether and the extent if any, to which the restatement will, as of the date thereof, alter the amount available for distribution to the holders of equity securities


Item 17-Action With Respect to Reports

• State whether or not such action is to constitute approval of any of the matters referred to in such reports or minutes

• Identify each of such matters which it is intended to be approved or disapproved


Item 18-Matters Not Required to Be submitted

• State the nature of such matter, the reasons for submitting it to a vote of security holders and what actions is intended to be taken by the registrant in the event of a negative vote on the matter by the security holders


Item 19-Amendment of Charter, Bylaws or Other Documents

• State briefly the reasons for and the general effect of such amendment

• State whether vacancies which occur during the year may be filled by the board of directors to serve until the next annual meeting or may be for the remainder of the full term

• Disclose regarding anti takeover or similar proposals


Item 20-Other proposed Action

• Describe briefly the substance of each such matter in substantially the same degree of detail as is required


Item 21- Voting Procedures

• State the vote required for approval or election, other than for the approval of auditors

• Disclose the method by which votes will be counted including the treatment and effect of abstentions and broker non-votes under applicable state law as well as registrant charter and by-law provisions


Item 22- Information required in investment company proxy statement

• State the name and address of the fund’s investment adviser, principal underwriter, and administrator

• Indicate which fund or class shareholders are solicited with respect to each proposal• Tabular representation

• Provide name, address, toll free telephone number of the person to whom such request shall be directed

• Provide copy of the annual report and the most recent semi-annual report succeeding the annual report

• Identify the parties, state the consideration, the terms of payment• Describe arrangement or understanding with respect to the composition of the BoD of the Fund

or the investment adviser• Furnish information with respect to a prospective investment adviser (as to nominees of the

person making the solicitation)• Furnish information for directors or nominees who are or would be ‘interested persons’ of the

Fund• Provide separate tables for directors and nominees who are or would be interested persons and

for directors or nominees who are not interested persons in a narrative form and indicate by heading


Item 22-information required in investment company proxy statement

• Provide a tabular form of information about each director, nominee for election as director, Officer of the Fund, person chosen to become an officer, and if the Fund has an advisory board, member of the board

• Provide a footnote disclosure of any family relationship between the persons listed

• Describe any arrangements or understanding between any director, nominee for election as director, officer, or person chosen to become an officer, and any other person (s) pursuant to which he was or is to be selected as a director, nominee or officer

• Specify the valuation date in the footnote disclosure or otherwise• Disclose the extent the Fund delegate its proxy voting policies

(1) (2) (3) (4) (5) (6)Name, Address, and Age

Position (s) Held with Fund

Term of Office and Length of Time Served

Principal Occupation (s) During Past 5 Years

Number of portfolios in Complex Overseen by Director or Nominee for Director

Other Directorships Held by Director or Nominee for Director

(1) (2) (3)

Name of director or Nominee

Dollar Range of Equity Securities in the Fund

Aggregate Dollar Range of Equity Securities in All Funds Overseen or to be Overseen by Director or Nominee in Family of Investments Companies


Item 22-Financial required in investment company proxy statement

(1) (2) (3) (4) (5) (6)Name of director or nominee

Name of owners and relationships to director or nominee

Company Title of class

Value of Securities

Percent of Class

Compensation table(1) (2) (3) (4) (5)Name of person, position

Aggregate compensation from Fund

Pension or retirement benefits accrued as part of fund expenses

Estimated annual benefits upon retirement

Total compensation from Fund and Fund Complex Paid to Directors

• Specify the valuation date in the footnote or otherwise• Describe the company’s relationship with the investment adviser, principal underwater, or sponsoring insurance

company• Describe any direct or indirect interest, the value of which exceeds $60 K of each director or nominee for election

as director who is not or would not be an ‘interested person’ of the Fund• Describe briefly any material interest, direct, indirect, of any director or nominee for election as director who is

not or would not be an interested person of the Fund• Disclose the name of each director, nominee or immediate Family Member whose in any transaction or series of

similar transactions• Describe the nature of the circumstances by reason of which the interest is required to be described• State the nature of the interest and the appropriate dollar amount involved in the transaction, where it is

practicable• Disclose indirect as well as direct, material interests in transactions



• Describe briefly any direct or indirect relationship, in which the amount involved exceeds $60K, of any director or nominee for election as director who is not or would not been an interested person

• Disclose the name of each director, nominee or immediate Family Member whose relationship • Disclose indirect as well as direct relationship• Describe briefly any material pending legal proceedings, other than ordinary routine litigation incidental

to the Fund’s business to whom any director or nominee for director or affiliated person are involved• Disclose the name of the court where the case is pending, the date instituted and the principal parties.• Describe the factual basis alleged to underlie the proceeding and relief sought• Disclose all directors and 3 highest paid officers that have aggregate compensation from the Fund for the

most recently completed fiscal year in excess of $60K• Provide a footnote disclosure to the compensation table the total amount of deferred compensation

payable to or accrued for any compensated person• Describe briefly the material provisions of any pensions retirement, or other plan or any arrangements

other than fee arrangement • State whether or not the Fund has a separately designated audit committee• Identify the other standing committees of the Fund’s board of directors• Provide information about functions of the committee, members of the committee, number of meetings,

nominating committee and nominees• Furnish information with respect to a perspective investment adviser to the extent applicable• State the name, address and principal occupation of the principal executive officer and each director or

general partner of the investment partner• State the name, address of all Parents of the investments adviser and show the basis of control of the

retirement adviser and each Parent by its immediate Parent



• State the name and address of each such person (10 % or more holders)• Disclose name of each officer, general partner or director of the Fund• Describe the nature of their ownership• Describe briefly and state the approximate amount of any material interest, direct or indirect, of any

director of the Fund• Disclose any financial condition of the investment that is reasonably likely to impair the Fund • Describe the nature of the action to be taken on the investment advisory contract and reasons therefor• State the aggregate amount of the investment adviser’s fee during the last year• State the amount that the adviser would have received had the proposed fee been in effect• State the difference between the aggregate amounts stated in response • Identify and state the size of such other Fund and the rate of investment adviser’s compensation• Indicate for any Fund identified whether the investment adviser has waived, reduced, or otherwise

agreed to reduce its compensation under any applicable contract• Discuss in reasonable detail the material factors and the conclusions with respect thereto that form the

basis for the recommendation of the BoD that the shareholders approved an investment advisory contract.

• Describe any arrangement or understanding made in connection with the proposed investment advisory with composition of the BoD of the Fund

• State the aggregate amount of commissions paid to any Affiliated Broker and percentage of the Fund’s aggregate brokerage commissions paid to such any Affiliated Broker

• Describe the nature of the action to be taken on the Distribution Plan and the reason therefor, the terms of the Distribution Plan to be acted upon

• Provide the date that the Distribution Plan was adopted and the date of the last amendment

63

Item 22-Financial required in investment company proxy statement• Disclose the persons to whom payments may be made under the Distribution of the Plan, the rate

of the distribution fee and the purposes for which such fee may be used• Disclose the amount of distribution fees paid by the Fund pursuant to the plan during its most

recent fiscal year, both in the aggregate and as a percentage of the Fund’s average net assets during the period

• Disclose the name of , and the amount of any payments made under the Distribution Plan by the Fund during its most recent fiscal years to, from any person who is an Affiliated person of the Fund or 10% or more of the aggregate amount paid under the Distribution Plan by the Fund

• Describe any action taken with respect to the Distribution Plan since the beginning of the Fund’s most recent fiscal year

• State the date or prospective date of such termination or non-renewal, identify the parties and describe the circumstances of such termination or non-renewal

• Describe briefly and state the approximate amount of material interest direct or indirect of any director or nominee for election as director of the Fund

• Provide the name of each person whose interest in any transactions is described and the nature of their relationship

• State the cost of the assets to the purchaser and the cost thereof to the seller if required within 2 years

• State the amount involved in the transaction with the partnership• Discuss in reasonable detail the material factors and conclusions of the BoD of the proposed

distribution Plan Research conducted by Arthur Mboue


Item 23-delivery of documents to security holders sharing an address ‘householding’

Registrant must furnish information• Provide a statement that only one proxy statement

annual reporting being delivered to multiple security holders sharing the same address

• Disclose if a security holders did request and receive a separate copy of a proxy statement or annual report

• Disclose if any revocable consent of a householding delivery of a simple copy and if it was executed within 30 days


Item 24-shareholder approval of executive compensation

Say on pay or say on frequency vote• Disclose that this vote is pursuant to section

14A of Exchange Act• Explain briefly the general effect of each vote• Disclose the current frequency of shareholder

advisory vote or executive compensation required by Rule 14a-21 (a) and the date of the next such advisory vote


References Reg 14A (from 14a-1 to 14b-2)Rule 14a-1 definitions

Rule 14a-2 Solicitations to which Rule 14a-3 to Rule 14a-15 apply

Rule 14a-3 Information to be furnished to security holders

Rule 14a-4 Requirements as to proxy

Rule 14a-5 Presentation of information in proxy statement

Rule 14a-6 Filing requirements

Rule 14a-7 Obligations of registrants to provide a list of, or mail soliciting material to security holders

Rule 14a-8 Shareholder proposals

Rule 14a-9 False or misleading statements

Rule 14a-10 Prohibition of certain solicitations

Rule 14a-11 [Reserved]

Rule 14a-12 Solicitation before furnishing a proxy statement

Rule 14a-13 Obligations of registrants in communicating with beneficial owners

Rule 14a-14 Modified or superseded documents

Rule 14a-15 Differential and contingent compensation in connection with roll-up transactions

Rule 14a-16 Internet availability of proxy materials


References Reg 14a (end)Rule 14a-17 Electronic shareholder forums

Rule 14a-18 Disclosure regarding nominating shareholders and nominees submitted for inclusion in a registrant’s proxy materials pursuant to applicable state or foreign law or a registrant’s governing documents

Rule 14a-20 Shareholder approval of executive compensation of TARP recipients

Rule 14a-21 Shareholder approval of executive compensation, frequency of votes for approval of executive compensation and shareholder approval of golden parachute compensation

Rule 14a-102 [reserved]

Rule 14a-103 Notice of exempt solicitation, information to be included in statements submitted by or on behalf of a person pursuant to Rule 14a-6(g)

Rule 14a-104 Notice of exempt preliminary roll-up communication, information regarding ownership interests and any potential conflicts of interests to be included in statements submitted by or behalf of a person pursuant to Rule 14a-2(b)(4) and Rule 14a-6(n)

Rule 14b-1 Obligation of registered brokers and dealers in connection with the prompt forwarding of certain communications to beneficial owners

Rule 14b-2 Obligation of banks, associations and other entities that exercise fiduciary powers in connection with the prompt forwarding of certain communications to beneficial owners

Law

Schedule 14-A disclosure, Fast Filing