KRS 367.369: Failure to comply with notification and disclosure requirements deemed

violation of 367.170 -- Cause of action -- Limitations.

(1) Failure to comply with the notification and disclosure requirements established for

proxy advisors in KRS 367.3 67 and 367.368 shall be deemed to be an unfair, false,

misleading, or deceptive act or practice in the conduct of trade or commerce in

violation of KRS 367.170.

(2) The recipient of proxy advisory services provided by a proxy advisor, the company

that is the subject of the proxy advisory services, or any shareholder of the company

that is the subject of the proxy advisory services may bring a cause of action

seeking declaratory or injunctive relief in the Circuit Court of the county where the

plaintiff resides or where the violation occurred.

(3) (a) In any proceeding under subsection (2) of this section, the plaintiff shall serve

the Attorney General with a copy of the petition within seven (7) days of

filing. The Attorney General may intervene in the action.

(b) All of the remedies, powers, and duties provided to the Attorney General

under KRS 367.110 to 367.300, and the penalties provided in KRS 367.990,

pertaining to acts and practices declared unlawful by KRS 367.170, shall

apply with equal force and effect to a violation of KRS 367.367 or 367.368.

(c) KRS 367.367 to 367.369 shall not be construed to limit or restrict the powers,

duties, remedies, or penalties available to the Attorney General under any

other statutory or common law.

(4) (a) Notwithstanding any other provision of KRS 367.367 to 367.369 to the

contrary, a cause of action under KRS 367.367 to 367.369 shall not be

brought against a nonprofit organization exempt from taxation under 26

U.S.C. sec. 501(c) by any person or entity other than the A ttorney General of

the Commonwealth of Kentucky:

1. Provided that the nonprofit organization has gross annual revenue

attributable to proxy advisory services of less than five hundred

thousand dollars ($500,000); and

2. Provided further that in the event the nonprofit organization is a member

of an affiliated group, the combined gross annual revenue of all

members of the affiliated group attributable to proxy advisory services is

less than five hundred thousand dollars ($500,000).

(b) This subsection shall not limit the authority of the Attorney General to

investigate or enforce KRS 367.367 to 367.369 against any person or entity.