Unless the context otherwise requires, all terms used in this regulation have the same meanings as in the Act or elsewhere in the general rules and regulations thereunder. In addition, the following definitions apply unless the context otherwise requires:

…

f. Proxy. The term “proxy” includes every proxy, consent or authorization within the meaning of section 14(a) of the Act. The consent or authorization may take the form of failure to object or to dissent.

g. Proxy statement. The term “proxy statement” means the statement required by rule 14a–3(a) whether or not contained in a single document.

…

j. Registrant. The term “registrant” means the issuer of the securities in respect of which proxies are to be solicited.

…

l. Solicitation.

1. The terms “solicit” and “solicitation” include:
   1. 1. Any request for a proxy whether or not accompanied by or included in a form of proxy:
      2. Any request to execute or not to execute, or to revoke, a proxy; or
      3. The furnishing of a form of proxy or other communication to security holders under circumstances reasonably calculated to result in the procurement, withholding or revocation of a proxy, including:
         1. Any proxy voting advice that makes a recommendation to a security holder as to its vote, consent, or authorization on a specific matter for which security holder approval is solicited, and that is furnished by a person that markets its expertise as a provider of such proxy voting advice, separately from other forms of investment advice, and sells such proxy voting advice for a fee.
         2. [Reserved]
2. The terms do not apply, however, to:
   1. The furnishing of a form of proxy to a security holder upon the unsolicited request of such security holder;
   2. The performance by the registrant of acts required by rule 14a–7;
   3. The performance by any person of ministerial acts on behalf of a person soliciting a proxy; or
   4. A communication by a security holder who does not otherwise engage in a proxy solicitation (other than a solicitation exempt under rule 14a–2) stating how the security holder intends to vote and the reasons therefor, provided that the communication:
      1. Is made by means of speeches in public forums, press releases, published or broadcast opinions, statements, or advertisements appearing in a broadcast media, or newspaper, magazine or other bona fide publication disseminated on a regular basis,
      2. Is directed to persons to whom the security holder owes a fiduciary duty in connection with the voting of securities of a registrant held by the security holder, or
      3. Is made in response to unsolicited requests for additional information with respect to a prior communication by the security holder made pursuant to this paragraph (l)(2)(iv).
   5. The furnishing of any proxy voting advice by a person who furnishes such advice only in response to an unprompted request.