Enclosed is a notice, proxy statement and proxy card for a Joint Special Meeting of Shareholders (the “Meeting”) of Pax World Funds Series Trust I (“Trust I”) and Pax World Funds Series Trust III (“Trust III” and, together with Trust I, the “Trusts”). The Meeting is scheduled for June 6, 2017. If you are a shareholder of record of a series of the Trusts (each, a “Fund” and collectively, the “Funds”) as of the close of business on March 17, 2017, you are entitled to vote at the Meeting and any adjournment of the Meeting.

Your vote is important to us. Please take a few minutes to review this proxy statement and vote your shares today. We have enclosed a proxy card that we ask you to complete, sign, date and return as soon as possible, unless you plan to attend the Meeting. You may also vote your shares by telephone, over the Internet or in person. Please follow the enclosed instructions to utilize any of these voting methods. If we do not receive your vote promptly, you may be contacted by a representative of the Funds, who will remind you to vote your shares.

Thank you for your attention and consideration of these important proposals and for your investment in the Fund(s). If you need additional information, please call the Funds’ proxy solicitor, Computershare Inc., operating under the name of Computershare Fund Services (“Computershare”), toll-free at (866) 612-1829.

 

While we encourage you to read the full text of the enclosed proxy statement, for your convenience here is a brief overview of the matters that require your vote as a shareholder of Pax World Funds Series Trust I (“Trust I”) and Pax World Funds Series Trust III (“Trust III” and, together with Trust I, the “Trusts”).

To shareholders of series (each a “Fund” and together, the “Funds”) of Pax World Funds Series Trust I (“Trust I”) and Pax World Funds Series Trust III (“Trust III” and, together with Trust I, the “Trusts”):

NOTICE IS HEREBY GIVEN that a Joint Special Meeting of Shareholders (the “Meeting”) will be held on June 6, 2017 at 10:00 A.M. Eastern Time, at the offices of the Trusts at 30 Penhallow Street, Suite 400, Portsmouth, New Hampshire 03801.

With respect to Proposal 1a and Proposal 1b, shareholders of Trust I Funds will vote together as a single class and shareholders of Pax Ellevate Global Women’s Index Fund will vote together as a single class, respectively. With respect to Proposals 2, 3 and 4, shareholders of a Fund will vote together as a single class.

All Shareholders are cordially invited to attend the Meeting. However, if you are unable to attend the Meeting, you are requested to mark, sign and date the enclosed proxy card and return it promptly in the enclosed, postage-paid envelope so that the Meeting may be held and a maximum number of shares may be voted. In addition, you can vote easily and quickly by Internet, by telephone or in person. Your vote is important no matter how many shares you own. You may change your vote even though a proxy has already been returned by providing written notice to the Trust, by submitting a subsequent proxy using the mail, by Internet, by telephone or by voting in person at the Meeting.

Shareholders of record as of the close of business on March 17, 2017 (the “Record Date”) are entitled to notice of and to vote at the Meeting and any adjournment of the Meeting.

Each of the Proposals is described in the Proxy Statement. Please read  it carefully.

The persons named as proxies will vote in their discretion on any other business that may properly come before the Meeting or any adjournment thereof.

This Proxy Statement (the “Proxy Statement”) is furnished in connection with the solicitation of proxies by the Board of Trustees (the “Board”) of each of Pax World Funds Series Trust I (“Trust I”) and Pax World Funds Series Trust III (“Trust III” and, together with Trust I, the “Trusts”) for use at the joint special meeting of the shareholders of the series of each Trust (each a “Fund” and collectively, the “Funds”) (the “Meeting”) to be held on June 6, 2017 at 10:00 A.M. Eastern Time, at the offices of the Trusts at 30 Penhallow Street, Suite 400, Portsmouth, New Hampshire 03801, and at any adjournment thereof, for the purposes set forth in the accompanying Notice of a Joint Special Meeting of Shareholders (the “Notice”). The Notice, this Proxy Statement and the enclosed proxy card are first being mailed, or otherwise being made available, to shareholders on or about April 10, 2017. Please read this Proxy Statement and keep it for future reference.

The Meeting has been called for the purpose of having the shareholders of each Trust consider and take action upon the proposals listed in the Notice (each a “Proposal” and collectively, the “Proposals”). This Proxy Statement contains information you should know before voting on the Proposals. As described in greater detail below, Proposal 1 asks shareholders of each Trust to elect Trustees to the Trust’s Board. References herein to the “Board” and members of the Board shall refer to the relevant Board, unless otherwise indicated. Seven nominees are currently Trustees of each Trust. Proposal 2 asks shareholders of Pax Balanced Fund, Pax ESG Beta Quality Fund and Pax High Yield Bond Fund to approve a proposal to change the investment objective of such Funds from fundamental to non-fundamental. Pax World Management LLC, the investment adviser to the Trust I Funds (“PWM”), and the Board recommend this change to align the status of the objectives of the affected Funds with that of the objectives of other Pax World Funds. Proposal 3 asks shareholders of all Funds to approve a proposal to amend the Funds’ fundamental investment restriction on lending. The proposed amendment to the fundamental investment restriction is intended to provide the Funds increased flexibility to respond to market, industry and regulatory changes. PWM and Pax Ellevate Management LLC (“PEM” and, together with PWM, the “Advisers”) have no present intention of changing the way that the Funds are managed in response to this Proposal. Proposal 4 asks shareholders of Trust I Funds and the only Trust III Fund, Pax Ellevate Global Women’s Index Fund, to approve a proposal to authorize PWM and PEM, respectively, to enter into and materially amend investment sub-advisory agreements, with the approval of the Board, but without obtaining additional shareholder approval. The following is a list of the Proposals presented in this Proxy Statement and the Funds that are affected by such Proposals:

With respect to Proposal 1a and Proposal 1b, shareholders of Trust I Funds will vote together as a single class and shareholders of the only Trust III Fund, Pax Ellevate Global Women’s Index Fund, will vote together as a single class, respectively. With respect to Proposals 2, 3 and 4, shareholders of a Fund will vote together as a single class.

Timely, properly-executed proxies will be voted as you instruct. If no specification is made with respect to a Proposal, shares will be voted in accordance with the recommendation of the Trustees as to that Proposal. The solicitation is being made primarily by the mailing of this Proxy Statement and the accompanying proxy card. Supplemental solicitations of proxies may be made by personal interview, mail, telephone, facsimile or e-mail by officers and Trustees of your Fund, officers and employees of PWM and other representatives of your Fund (who will receive no compensation therefor in addition to their regular compensation). In addition, Computershare has been retained to assist in the solicitation of proxies of shareholders of the Trusts at a cost that is not expected to exceed $532,653.00, although actual costs may be substantially higher. The Funds will bear the costs incurred in connection with the solicitation of proxies, the costs of holding the Meeting, and other expenses associated with obtaining the approval of the Funds’ shareholders.

A copy of each Trust’s semi-annual and annual reports may be obtained, without charge, by writing to Pax World Management LLC at 30 Penhallow Street, Suite 400, Portsmouth, New Hampshire 03801, telephoning PWM at 800-767-1729 (toll-free), visiting the PWM website at www.paxworld.com or visiting the Securities and Exchange Commission’s website at www.sec.gov.

Shareholders of record at the close of business on March 17, 2017 (the “Record Date”) are entitled to receive notice of, and to vote at, the Meeting or any adjournment thereof. Shareholders of a Fund on the Record Date shall be entitled to one vote for each whole share held as to any matter on which they are entitled to vote, and each fractional share shall be entitled to a proportionate fractional vote.

The following table shows the dollar range of shares beneficially owned by the Trustee Nominees in each Fund and in any investment company overseen by the Trustee in the Pax World Fund Family as of December 31, 2016:

 

The Trusts pay each Disinterested Trustee an annual retainer of $[23,000]$23,000 ($[37,500]37,500 for the Chairman of the Board, and $[28,800]$28,800 for the Chairs of the Audit and Governance and Compliance Committees). In addition, the Trusts together pay each Disinterested Trustee a fee of $[5,750]$5,750 for attendance at each meeting of the Board. Trustees are also reimbursed for their travel expenses for attending meetings of the Board. In addition, the Trusts together pay $[3,000]$3,000 to each member of the Audit Committee for attendance at each Audit Committee meeting, and $[3,000]$3,000 to each member of the Governance and Compliance Committee for attendance at each Governance and Compliance Committee meeting, plus reimbursement in each case for travel expenses incurred in connection with attending such meetings. Attendance fees are paid at half the normal rate for telephonic meetings. Other than the foregoing amounts, Trustees do not receive compensation from the Trusts for services performed as a Trustee. Messrs. Shadek and Keefe and Ms. Krawcheck, as Interested Trustees, are not paid compensation by the Funds.

The following table sets forth compensation information (excluding travel expenses) relating to the Trustee Nominees of the Trusts for the year ended December 31, 2016: 

Each Board is responsible for overseeing the management and operations of the relevant Trust. Each Board currently consists of seven Trustees who have varied backgrounds, experience and skills. Five of the Trustees, including the chairman of each Board, are Disinterested Trustees. Two of the Trustees of Trust I, Messrs. Shadek and Keefe, are “interested persons” of the Trust by reason of their affiliation with PWM. Two of the Trustees of Trust III, Ms. Krawcheck and Mr. Keefe, are “interested persons” of the Trust by reason of their affiliation with PEM. Each Board has two standing committees, each composed exclusively of Disinterested Trustees, which are integral to the Funds’ overall governance and risk management structure. The committees include the Audit Committee and the Governance and Compliance Committee. The Audit Committee has responsibility for overseeing the establishment and maintenance of an effective financial control environment, for overseeing the procedures for evaluating the system of internal accounting control and for evaluating audit performance. The Governance and Compliance Committee is responsible for considering and recommending Board candidates, reviewing and recommending Board compensation, and overseeing regulatory and fiduciary compliance matters. Each Disinterested Trustee serves on only one committee, which the Board believes allows each Disinterested Trustee to better develop an expertise in the matters for which his or her committee is responsible. During the fiscal year ended December 31, 2016, the Audit Committee convened three times and the Governance and Compliance Committee convened three times.

PWM and PEM serve as investment adviser to the relevant Funds pursuant to an investment advisory agreement between the Adviser and the relevant Trust. The Advisers, subject to the supervision of the relevant Board, are responsible for managing the assets of the Funds in accordance with the Funds’ investment objectives, investment programs and policies, and also are responsible for management of the risks that arise from the Funds’ investments and operations. Each Board oversees the Adviser that manages the assets of the respective Trust. Each Board decides upon matters of general policy. Each Board’s role is one of oversight, not active management. This oversight extends to the Funds’ risk management processes. In addition, each Board committee oversees the relevant Adviser’s risk management services with respect to the particular activities within the committee’s purview. In the course of providing oversight, each Board and its committees receive a broad range of reports on the Funds’ activities, including regarding each Fund’s investment portfolio, the compliance of the Funds with applicable laws and the Funds’ financial accounting and reporting. Each Board and its committees meets periodically with officers of the relevant Funds and Advisers. Each Board and its Governance and Compliance Committee also meets periodically with the Funds’ chief compliance officer, who also serves as chief compliance officer of the relevant Adviser, to receive reports regarding the compliance of the Funds and the relevant Adviser with the federal securities laws and their internal compliance policies and procedures. In addition, the Boards meet periodically with the portfolio managers of the Funds to receive reports regarding the management of the Funds, including their investment risks.

In considering and evaluating candidates for election as disinterested trustees of a Trust, the Governance and Compliance Committee (a) strives to achieve and maintain diversity of membership on the Board including (but not limited to) diversity of race, gender, culture, thought and geography, which the Board believes are key attributes of a well-functioning board, and (b) the Governance and Compliance Committee may take into account a wide variety of other factors, including (but not limited to):  (i) availability and commitment of a candidate to attend meetings and to perform his or her responsibilities on the Board, (ii) relevant business and related industry experience, (iii) educational background, (iv) financial expertise, (v) experience with corporate governance matters, (vi) an assessment of the candidate’s ability, judgment and expertise, (vii) the percentage of the Board represented by Disinterested Trustees and whether a candidate would qualify as a Disinterested Trustee under the 1940 Act, (viii) the extent of the candidate’s commitment to the mission of the Funds and environmental, social and governance investing, and (ix) such other factors as the Committee deems appropriate. The Governance and Compliance Committee also will consider nominees to the Board recommended by shareholders on the same basis as it considers and evaluates candidates recommended by other sources. Shareholder recommendations must be submitted in writing to the Trusts, to the attention of the Secretary, at the address of the principal executive offices of the Trusts. Recommendations should be submitted in accordance with the procedures set forth in the Governance and Compliance Committee Charter and those recommendations not properly submitted will not be considered by the Governance and Nominating Committee. The Governance and Compliance Committee Charter is attached hereto as Exhibit C.

The Boards review their leadership structure periodically and believe that such structure is appropriate to enable each Board to oversee the relevant Funds. In particular, each Board believes that having a Disinterested Trustee serve as the chairman of the Board and as the chair of each committee promotes independence from the relevant Adviser in setting agendas and conducting meetings. Each Board believes that its committee structure makes its oversight more efficient and effective by allowing smaller groups of Trustees to bring increased focus to matters within the purview of each committee.

Communications to the Boards of Trustees may be addressed to the relevant Trust as follows: Board of Trustees, c/o John L. Liechty, Chairman of the Board, 30 Penhallow Street, Suite 400, Portsmouth, NH 03801; communications to an individual Trustee may be addressed to such member, 30 Penhallow Street, Suite 400, Portsmouth, NH 03801. A copy of all communications addressed to the Board of Trustees as a whole shall be provided to each member of the Board of Trustees. Each Trust reserves the right to amend this policy at any time and from time to time without prior notice to the shareholders.

Approval of a nominee for election as a Trustee requires the affirmative vote of holders of a plurality of the shares of each Fund of the Trusts present in person or represented by proxy at the Meeting. Shareholders of Trust I Funds will vote together as a single class and shareholders of Pax Ellevate Global Women’s Index Fund will vote together as a single class, respectively.

Approval of Proposal 2 on behalf of Pax Balanced Fund, Pax ESG Beta Quality Fund and Pax High Yield Bond Fund requires the affirmative vote of a “majority of the outstanding voting securities” of each Fund, which for this purpose means the affirmative vote of the lesser of (i) more than 50% of the outstanding voting securities of such Fund or (ii) 67% or more of the outstanding voting securities of such Fund present at the Meeting if more than 50% of the outstanding voting securities of such Fund are present at the Meeting in person or represented by proxy. All shareholders of each Fund vote together as a single class.

The proposal to amend the Funds’ fundamental investment restriction on lending is intended to provide the Funds with additional flexibility on lending, while continuing to fully satisfy the requirements of the 1940 Act, and the rules and regulations thereunder. The proposed amendment is designed to provide the Funds increased flexibility to respond to market, industry and regulatory changes. The Advisers have indicated that they have no present intention of changing in any significant way the manner in which the Funds are managed in response to this Proposal.

The 1940 Act requires registered investment companies like the Funds to adopt “fundamental” investment restrictions governing certain of their investment practices. Investment companies may also voluntarily designate restrictions relating to other investment practices as “fundamental.” Specifically, the 1940 Act generally provides that a Fund may not, unless authorized by a vote of its shareholders, make loans to other persons except in accordance with the policy contained in its registration statement.

The following chart sets forth the existing and proposed fundamental investment restriction of the Funds with respect to lending.

Further, the proposed amendment to the Funds’ fundamental investment restriction on lending would provide the Funds with the flexibility to engage in interfund lending, should the Funds obtain an SEC exemptive order or should the SEC adopt a rule permitting such lending.  Under an interfund lending agreement, a Fund would lend money or borrow money for temporary purposes directly to and from another eligible Pax World Fund through a credit facility (an “Interfund Loan”), subject to meeting the conditions of the applicable exemptive order or rule. The Funds’ current fundamental investment restriction on lending would not permit the Funds to participate in Interfund Loans and, consequently, the Funds have not yet applied for an exemptive order. By contrast, the Funds' current fundamental investment restriction on borrowing, which states that each Fund may not “borrow money and/or issue senior securities except to the extent permitted by law, as interpreted or modified, or otherwise permitted by regulatory authority having jurisdiction from time to time,” would not prevent the Funds from entering into Interfund Loans in accordance with an applicable SEC exemptive order or rule and conforms to the statutory and regulatory requirements under the 1940 Act. Accordingly, the Trustees are not seeking to amend the Funds' fundamental investment restriction on borrowing.

The Advisers and the Trustees believe that the ability to engage in interfund lending is in the best interests of the Funds. The Advisers have indicated that they have no current intention to change the way in which any Fund is managed in connection with approval of this Proposal.

The Advisers believe that the fundamental investment restriction on lending, as proposed to be amended, preserves important investor protections while providing increased flexibility to respond to changing markets, new investment opportunities and future changes in applicable law.

Approval of Proposal 3 on behalf of each Fund requires the affirmative vote of a “majority of the outstanding voting securities” of such Fund, which for this purpose means the affirmative vote of the lesser of (i) more than 50% of the outstanding voting securities of such Fund or (ii) 67% or more of the outstanding voting securities of such Fund present at the Meeting if more than 50% of the outstanding voting securities of such Fund are present at the Meeting in person or represented by proxy. All shareholders of each Fund vote together as a single class.

Under Section 15(a) of the Investment Company Act of 1940 Act, as amended (the “1940 Act”), an investment adviser to a mutual fund generally cannot enter into or materially amend a sub-advisory agreement without obtaining shareholder approval, but the Trusts and the Advisers have obtained an exemptive order of the Securities and Exchange Commission (“SEC”) that permits the Advisers, to do so, provided that the shareholders of the relevant Fund have authorized the Advisers to do so in reliance on that order (the “SEC Exemptive Order”). In order to obtain shareholder approval, the fund must call and conduct shareholder meetings, prepare and distribute proxy materials and solicit votes from shareholders. The process can be costly and time-consuming. Each Board believes that it is in the best interests of shareholders if the Board represents their interests in approving or rejecting recommendations made by the Advisers regarding sub-advisers. This approach will avoid the costs and delays associated with holding shareholder meetings to obtain approval for future changes.  Accordingly, the Board has approved, and recommends that shareholders approve, a proposal authorizing the Advisers to enter into and materially amend investment sub-advisory agreements with sub-advisers that are not affiliated persons of the Advisers, with the approval of the Board, but without obtaining additional shareholder approval.

On September 7, 2011, the SEC granted an order exempting Trust I and PWM from the federal securities law requirements to obtain shareholder approval regarding unaffiliated sub-advisers. The SEC Exemptive Order is available to all Funds that (i) are advised by PWM, or any entity controlling, controlled by or under common control with PWM, such as PEM (ii) use a “multi-manager structure,” as described in this Proposal and (iii) comply with the terms and conditions of the SEC Exemptive Order. The relief provided in the SEC Exemptive Order does not extend to any sub-adviser that is an affiliated person of a sub-advised Fund or the Advisers, other than by reason of serving as a sub-adviser to a sub-advised Fund. The SEC Exemptive Order permits the Advisers to select new sub-advisers and to materially amend investment sub-advisory agreements, with the approval of the Board, but without obtaining shareholder approval, provided shareholders approve the Advisers’ authority to take such action.

Under the SEC Exemptive Order, the Trusts and the Advisers are subject to several conditions imposed by the SEC to ensure that the interests of the relevant Funds’ shareholders are adequately protected. Among these conditions are that within ninety (90) days of the hiring of a new sub-adviser, shareholders of the relevant sub-advised Fund will be furnished with an information statement that contains substantially the same information about the sub-adviser, the sub-advisory agreement and the sub-advisory fee that the Fund would otherwise have been required to send to shareholders in a proxy statement. Also, as noted above, shareholders must approve the Advisers’ authority to enter into and materially amend investment sub-advisory agreements.

Shareholder approval of this Proposal will not result in an increase or decrease in the total amount of investment advisory fees that would be paid by the Trust I Funds or Pax Ellevate Global Women’s Index Fund to PWM or PEM, respectively.

The Trustees believe that it is in the best interest of  the Funds and their shareholders to afford PWM and PEM the flexibility to provide investment advisory services to each relevant Fund through one or more unaffiliated sub-advisers that have particular expertise in the type of investments in which a Fund invests.

As described above, without the ability to utilize the Funds’ SEC Exemptive Order, in order for the Advisers to appoint a new sub-adviser for a Fund or modify a Fund’s sub-advisory agreement materially, the relevant Board must call and hold a shareholder meeting of that Fund, create and distribute proxy materials and solicit votes from the Fund’s shareholders. This process is time consuming and costly. Without the delay inherent in holding shareholder meetings, the Advisers would be able to act more quickly to appoint a new sub-adviser if and when the relevant Board and PWM or PEM, as applicable, believe that the appointment would benefit a Fund. The Trustees believe that granting the Advisers (subject to review and approval by the relevant Board) maximum flexibility to select unaffiliated sub-advisers, without incurring the delay or expense of obtaining further shareholder approval, is in the best interest of shareholders because it will allow each Fund to operate more efficiently.

In addition, the Trustees believe that it is appropriate to vest the selection of sub-advisers in the Advisers (subject to review and approval by the relevant Board) in light of the Advisers’ investment advisory expertise and their experience in selecting sub-advisers. The Trustees believe that if it becomes appropriate to add or change a sub-adviser to your Fund, it can access this expertise and experience in ways that can add value to the Fund and its shareholders.

Finally, Trustees believe that they will retain sufficient oversight of each Fund’s investment sub-advisory arrangements to seek to ensure that shareholders’ interests are protected whenever the Advisers select a sub-adviser or modify an investment sub-advisory agreement materially. The Board will continue to evaluate and to approve all proposed investment sub-advisory agreements, as well as any proposed modifications to existing sub-advisory agreements. In doing so, the Trustees will analyze such factors as they consider to be relevant to the approval of or proposed modifications to an investment sub-advisory agreement. As with each Fund’s investment advisory agreement, the terms of each investment sub-advisory agreement will include those required by applicable provisions of the 1940 Act, except for the specific provisions of the 1940 Act from which the SEC Exemptive Order provides relief.

Approval of Proposal 4 on behalf of each Fund requires the affirmative vote of a “majority of the outstanding voting securities” of such Fund, which for this purpose means the affirmative vote of the lesser of (i) more than 50% of the outstanding voting securities of such Fund or (ii) 67% or more of the outstanding voting securities of such Fund present at the Meeting if more than 50% of the outstanding voting securities of such Fund are present at the Meeting in person or represented by proxy. All shareholders of each Fund vote together as a single class.

Pax World Management LLC, 30 Penhallow Street, Suite 400, Portsmouth, NH, 03801, is the adviser to the Trust I Funds. PWM succeeded to the business of Pax World Management Corp. on January 1, 2010. Pax World Management Corp. was originally organized in 1970. 75% of PWM’s capital stock is currently owned Pax World Management Corp. As a result, Pax World Management Corp. may be deemed to “control” PWM.

Pax Ellevate Management LLC, 30 Penhallow Street, Suite 400, Portsmouth, NH, 03801, is the adviser to the Pax Ellevate Global Women’s Index Fund. More than half of PEM’s capital stock is currently owned by PWM, and more than 25% is currently owned by Ellevate Asset Management LLC. As a result, PWM and Ellevate Asset Management LLC may be deemed to “control” PEM. 75% of the capital stock of PWM is currently owned by Pax World Management Corp. All of the capital stock of Ellevate Asset Management LLC is currently owned by Krawcheck Holdings, which is owned by Ms. Krawcheck.

All shareholders of record at the close of business on March 17, 2017 are entitled to one vote for each share held on that date and to fractional votes for any fractional shares held on that date. The table in Exhibit A lists for each Fund the total number of shares outstanding as of the close of business on March 17, 2017, for each class of a Fund’s shares entitled to vote at the Meeting.

If you wish to participate in the Meeting, you may submit the proxy card included with this proxy statement or attend in person. Your vote is important no matter how many shares you own. You can vote easily and quickly by mail, by Internet, by telephone or in person. At any time before the Meeting, you may change your vote, even though a proxy has already been returned, by written notice to the relevant Trust or by submitting a subsequent proxy, by mail, by Internet, by telephone or by voting in person at the Meeting. Should shareholders require additional information regarding the proxy or replacement proxy cards, they may contact the proxy solicitor, Computershare, toll-free at (866) 612-1829. The solicitation of proxies will be largely by mail, but may include telephonic, Internet or oral communication by officers and service providers of the Trusts, who will receive no compensation therefor in addition to their regular compensation for these services. The costs of the solicitation of proxies and the costs of holding the Meeting will be borne by the Funds.

All proxy cards solicited that are properly executed and received in time to be voted at the Meeting will be voted at the Meeting or any adjournment thereof according to the instructions on the proxy card. If no specification is made on an executed proxy card, it will be voted FOR the matters specified on the proxy card.

If your shares are held of record by a broker-dealer and you wish to vote in person at the Meeting, you should obtain a legal proxy from your broker of record and present it to the inspector of elections at the Meeting. Thirty percent (30%) of the shares of a Fund or the Trust as a whole entitled to vote constitutes a quorum of a Fund or the Trust as a whole, respectively.

For purposes of determining the presence of a quorum, abstentions or “broker non-votes” (i.e., shares held of record by a financial intermediary, such as a broker, or nominee, typically in “street name,” as to which proxies have been returned but (i) instructions have not been received from the beneficial owners or persons entitled to vote and (ii) the broker or nominee does not have discretionary voting power on a particular matter) will be counted as present. A quorum of shareholders of a Fund is required to take action at the Meeting on Proposals affecting such Fund. Separately, a quorum of shareholders of a Trust is required to take action on the election of the Trustee Nominees to each Board.

If a quorum is not present at the Meeting, or if a quorum is present at the Meeting but sufficient votes to approve a Proposal are not received, or if other matters arise requiring shareholder attention, the persons named as proxies may propose one or more adjournments of the Meeting to permit further solicitation of proxies. A shareholder vote may be taken on one or more of the Proposals referred to above prior to such adjournment if sufficient votes have been received and it is otherwise appropriate.  Any adjournment will require the affirmative vote of a majority of those shares present at the Meeting or represented by proxy, whether or not a quorum is present. The persons named as proxies will vote those proxies that they are entitled to vote FOR such Proposal in favor of such an adjournment, and will vote those proxies required to be voted AGAINST such Proposal, against such an adjournment. The Fund will bear the costs of any additional solicitation or any adjourned sessions.

For all matters to be voted upon, an abstention or broker non-vote will not be considered a vote cast. With respect to Proposals 1a and 1b, abstentions and broker non-votes will have no effect on the outcome of the vote. Abstentions and broker non-votes will have the same effect as a vote against Proposals 2, 3 and 4 in respect of each Fund entitled to vote thereon.

No business other than the matters described above are expected to come before the Meeting, but should any matter incident to the conduct of the Meeting or any question as to an adjournment of the Meeting arise, the persons named in the enclosed proxy will vote thereon according to their best judgment.

The following table provides information about the current executive officers of the Trusts. Each of the persons named as an officer has been elected to the indicated office by the Trustees and serves at the pleasure of the Trustees. Each such officer’s principal occupation is an employee or officer of the Trusts or its affiliates. None of the officers listed below receive compensation from any of the Funds.