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Tennenbaum Encourages Shareholders to Vote the Blue Proxy for Tennenbaum Director Nominees at Online Resources' Annual Meeting as Recommended by Riskmetrics/ISS and Proxy Governance
Date:4/24/2009

ead, we have been reaching out to all of you, our fellow investors, to discuss our mutual investment and how we can bring about change and improve our prospects.

Our objective is simple and straightforward: Improve value to all shareholders, and establish fair and independent corporate governance practices (not led by the CEO's biases) by adding the breadth and depth of three experienced and independent candidates to the Company board.

We have spent a significant amount of time meeting with many of you, and believe many of you support our view that this investment requires a change in board leadership. The annual meeting of Online Resources is just days away and the future direction of our company is at stake. We urge you to vote the BLUE proxy card today.

Don't just take our word that our nominees are the right choice and change is needed at Online Resources. Listen to the recommendations of two leading independent proxy advisory firms, which gave each side equal time to make its case. After listening to both sides, Proxy Governance concluded: "Because the dissident slate offers independent nominees with strong grounding in technology and services business as well as deep experience throughout the growth cycle of technology companies, we believe shareholders would be better served by electing the three dissident nominees." RiskMetrics said that: "Based on the company's recent one, three, and five year underperformance to peers, history of missed financial guidance, positive market reaction to dissident actions and governance issues, we believe change is warranted."

We are disappointed by Glass, Lewis & Co.'s recommendation that shareholders of Online Resources support incumbent management. In addition to not taking the time to meet with us or our independent nominees, Glass Lewis' report recites management's sc
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SOURCE Tennenbaum Capital Partners
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