emproxy.htm

PRE 14A 1 emproxy.htm PRELIMINARY SCHEDULE 14A emproxy.htm

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant x

Filed by a Party other than the Registrant ¨

Check the appropriate box:

x	Preliminary Proxy Statement.

¨	Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2)).

¨	Definitive Proxy Statement.

¨	Definitive Additional Materials.

¨	Soliciting Material Pursuant to sec. 240.14a-12.

Pear Tree Funds

(Name of Registrant(s) as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

x	No fee required.

¨	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

Title of each class of securities to which transaction applies:

Aggregate number of securities to which transaction applies:

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

Proposed maximum aggregate value of transaction:

Total fee paid:

¨	Fee paid previously with preliminary materials.

¨	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

Amount Previously Paid:

Form, Schedule or Registration Statement No.:

Filing Party:

Date Filed:

PEAR TREE PANAGORA DYNAMIC EMERGING MARKETS FUND

Pear Tree Funds

55 Old Bedford Road, Suite 202

Lincoln, Massachusetts 01773

March __, 2013

Dear Shareholder:

A Special Meeting of Shareholders of Pear Tree PanAgora Dynamic Emerging Markets Fund (the “Fund”), a series of Pear Tree Funds (the “Trust”), will be held on Tuesday, April 23, 2013, at 10:00 A.M. Eastern time (the “Meeting”) at the offices of the Trust at 55 Old Bedford Road, Suite 202, Lincoln, Massachusetts 01773.

We urge you to take this opportunity to read the enclosed proxy materials and vote your shares as soon as possible. Please refer to “Questions & Answers Regarding the Special Meeting and Proposals” enclosed with this letter for some helpful information about each proposal on which you are being asked to vote and with respect to voting your shares.

At the Meeting, shareholders of the Fund will be asked to consider two important proposals regarding the Fund. To see how these proposals will affect the Fund, please carefully review the enclosed materials. The Board of Trustees of the Trust (the “Board”) unanimously approved each proposal. Accordingly, for the reasons discussed in the enclosed proxy statement, the Board unanimously recommends that shareholders vote in favor of each proposal. The Board urges all shareholders of the Fund to exercise their rights by voting FOR each proposal.

YOUR VOTE IS EXTREMELY IMPORTANT TO US, REGARDLESS OF THE NUMBER OF SHARES YOU OWN. WE URGE YOU TO VOTE AS SOON AS POSSIBLE. IF YOU HAVE ANY QUESTION, PLEASE DO NOT HESITATE TO CALL PEAR TREE INSTITUTIONAL SERVICES TOLL-FREE AT (800) 326-2151.

We hope that you will be able to attend the Meeting. Whether or not you plan to attend the Meeting, please vote your shares. To assure that your shares are voted at the Meeting, please return a completed, signed and dated proxy card or cards. Please vote all proxy cards that you may receive from the Fund. Your vote is vital to the outcome of the proposals being presented by the Board. Delaying voting can potentially add to the cost of this proxy solicitation. The Board therefore strongly encourages all Fund shareholders to participate in the governance of the Fund by voting as soon as possible.

On behalf of the Board, I extend its appreciation for your continued support.

Very truly yours,

/s/ [Willard L. Umphrey]

Willard L. Umphrey

Chairman of the Board and President

Table of Contents

QUESTIONS & ANSWERS REGARDING THE SPECIAL MEETING AND PROPOSALS[INSERT PAGE NUMBER]

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

[INSERT PAGE NUMBER]

PROXY STATEMENT

[INSERT PAGE NUMBER]

PROPOSALS

[INSERT PAGE NUMBER]

PROPOSAL 1 — TO AMEND THE FUNDAMENTAL INVESTMENT RESTRICTION REGARDING INVESTING IN SHARES OF ANY CLASS OF ANOTHER COMPANY, OR THE VOTING SECURITIES OF ANOTHER COMPANY, IN EXCESS OF 10 PERCENT[INSERT PAGE NUMBER]

PROPOSAL 2 — TO AMEND THE FUNDAMENTAL INVESTMENT RESTRICTION REGARDING INVESTING IN SHARES OF AN UNSEASONED ISSUER AS WELL AS RESTRICTED AND ILLIQUID SECURITIES[INSERT PAGE NUMBER]

ADDITIONAL INFORMATION

[INSERT PAGE NUMBER]

VOTE REQUIRED[INSERT PAGE NUMBER]

ADMINISTRATOR[INSERT PAGE NUMBER]

INVESTMENT MANAGER AND SUBADVISER[INSERT PAGE NUMBER]

DISTRIBUTOR[INSERT PAGE NUMBER]

OTHER MATTERS[INSERT PAGE NUMBER]

EXPENSES[INSERT PAGE NUMBER]

ADJOURNMENTS AND POSTPONEMENTS[INSERT PAGE NUMBER]

SHAREHOLDER PROPOSALS[INSERT PAGE NUMBER]

IMPORTANT NEWS FOR FUND SHAREHOLDERS

While we encourage you to read the full text of the enclosed Proxy Statement, for your convenience, we have provided a brief overview of the matters to be voted on.

QUESTIONS & ANSWERS REGARDING THE SPECIAL MEETING AND PROPOSALS

Q.: Why am I receiving this Proxy Statement?

A.: As a shareholder of Pear Tree PanAgora Dynamic Emerging Markets Fund (the “Fund”), you are being asked to approve the elimination of two fundamental investment restrictions applicable to the Fund.

Q.: Why am I being asked to vote on these proposals?

A.: Neither proposal can be effected without shareholder approval. Your Fund’s Board has approved the proposals, believes they are in the shareholders’ best interests and recommends that you approve them.

Q.: Will my vote make a difference?

A.: Your vote is very important and can make a difference in the governance of the Fund, no matter how many shares you own. Your vote can help ensure that the proposals recommended by the Board can be implemented. We encourage all Fund shareholders to participate in the governance of the Fund.

Q.: What am I being asked to vote “FOR” in this Proxy Statement?

A.: Shareholders are being asked to vote “FOR” each of the following proposals:

·	In Proposal 1, shareholders of the Fund are being asked to approve the elimination of the fundamental investment restriction regarding investing in shares of any class of another company, or the voting securities of another company, in excess of 10 percent.

·	In Proposal 2, shareholders of the Fund are being asked to approve the elimination of the fundamental investment restriction regarding investing in securities of unseasoned issuers as well as restricted and illiquid securities.

Q.: Will this change impact how the Fund is managed?

A.: The Board has recommended that you approve each of these proposals because the Fund is seeking the flexibility, as market conditions change over time, to invest in a greater range of securities than is currently permitted.

Q.: What if Fund shareholders approve one proposal but not the other?

A.: Approval of one proposal is not dependent on Fund shareholders also approving the other proposal. Thus, if Fund shareholders were to approve one proposal but not the other, the approved proposal would still take effect.

Q.: Is the Fund paying for the preparation, printing, and mailing of this Proxy?

A.: The Fund will pay costs attributable to this Proxy Statement, including printing, postage, mailing service and proxy solicitation costs. These costs are estimated to be approximately [________].

Q.: Who do I call if I have questions?

A.: If you need more information, or have any question regarding how to cast your vote, please call Pear Tree Institutional Services at (800) 326-2151.

Q.: How do I vote my shares?

A.: Please mark, sign, date, and mail the enclosed proxy card. No postage is required if you use the accompanying envelope to mail the proxy card in the U.S. The proxy is revocable and will not affect your right to vote in person if you attend the Meeting. The enclosed proxy is being solicited on behalf of the Board of Trustees of the Trust.

IT IS IMPORTANT THAT YOU VOTE PROMPTLY.

PEAR TREE PANAGORA DYNAMIC EMERGING MARKETS FUND

Pear Tree Funds

55 Old Bedford Road, Suite 202

Lincoln, Massachusetts 01773

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

APRIL 23, 2013

TO THE SHAREHOLDERS:

A Special Meeting of Shareholders of Pear Tree PanAgora Dynamic Emerging Markets Fund (the “Fund”), a series of Pear Tree Funds (the “Trust”), to be held at the offices of the Trust at 55 Old Bedford Road, Suite 202, Lincoln, Massachusetts 01773, on Tuesday, April 23, 2013 at 10:00 A.M. Eastern time and at any and all adjournments or postponements thereof (the “Meeting”), for Fund shareholders to consider and vote on the following proposals, as more fully described in the accompanying Proxy Statement:

Proposal 1.

To eliminate the Fund’s fundamental investment restriction regarding investing in shares of any class of another company, or the voting securities of another company, in excess of 10 percent;

Proposal 2.

To eliminate the Fund’s fundamental investment restriction regarding unseasoned issuers as well as restricted and illiquid securities; and

Proposal 3. To transact such other business as may properly come before the Meeting.

Shareholders of record of the Fund at the close of business on March 1, 2013 are entitled to notice of, and will be entitled to vote at, the Meeting. The enclosed Proxy is being solicited on behalf of the Board of Trustees of the Trust.

By Order of the Board of Trustees of Pear Tree Funds.

Kelly J. Lavari

Clerk of the Trust

Lincoln, Massachusetts

March __, 2013

IMPORTANT

Shareholders are cordially invited to attend the Meeting. In order to avoid delay and additional expense, and to assure that your shares are represented, please vote as promptly as possible, regardless of whether you plan to attend the Meeting. Please refer to your proxy card for instructions on how to cast your vote. Please mark, sign, date, and mail the enclosed proxy card. No postage is required if you use the accompanying envelope to mail the proxy card in the U.S. The proxy is revocable and will not affect your right to vote in person if you attend the Meeting. The enclosed proxy is being solicited on behalf of the Board of Trustees of the Trust.

PEAR TREE PANAGORA DYNAMIC EMERGING MARKETS FUND

Pear Tree Funds

55 Old Bedford Road, Suite 202

Lincoln, Massachusetts 01773

PROXY STATEMENT

SPECIAL MEETING OF SHAREHOLDERS

APRIL 23, 2013

This Proxy Statement is furnished in connection with the solicitation of proxies on behalf of the Board of Trustees (the “Board”) of Pear Tree Funds, a Massachusetts business trust (the “Trust”), for use at the Special Meeting of Shareholders of Pear Tree PanAgora Dynamic Emerging Markets Fund, a series of the Trust (the “Fund”), to be held at the offices of the Trust at 55 Old Bedford Road, Suite 202, Lincoln, Massachusetts 01773, on Tuesday, April 23, 2013 at 10:00 A.M. Eastern time and at any and all adjournments or postponements thereof (the “Meeting”), for the purposes set forth in the accompanying Notice of Special Meeting dated March __, 2013.

The Board of Trustees has determined that the proposals to be considered at the meeting affect only the interests of the Fund. As a result, only shareholders of the Fund will be entitled to vote at the Meeting.

If the accompanying form of proxy is properly executed and returned in time to be voted at the Meeting, the shares will be voted in accordance with the instructions marked by the shareholder. Except for broker non-votes, executed proxies that are unmarked will be voted “FOR” any proposal for which no instruction is given. A shareholder can revoke the proxy prior to its use by appearing at the Meeting and voting in person, by giving written notice of such revocation to the Clerk of the Trust prior to the Meeting, or by returning a subsequently dated proxy prior to the Meeting.

The Board of Trustees has fixed the close of business on March 1, 2013 as the record date for the determination of shareholders of the Fund entitled to notice of, and to vote at, the Meeting. This Proxy Statement and the accompanying form of proxy will be first sent to shareholders on or about March __, 2013.

As of the record date, there were outstanding ________________ shares of beneficial interest in the Fund, of which ______________ were Ordinary shares and ___________ were Institutional shares. Shares of the Fund, however, shall be voted in the aggregate and not by individual classes. Each whole share of the Fund shall be entitled to one vote and each fractional share of the Fund shall be entitled to a proportionate fractional vote. To the Trust’s knowledge, no person beneficially owns more than 5 percent of the outstanding shares of any class of the Fund’s shares of beneficial interests, other than as listed in the below table:

Title of Class	Name and Address of Beneficial Owner	Amount of and Nature of Beneficial Ownership	Percent of Class

To the Trust’s knowledge, no Trustee or executive officer beneficially owns any of the outstanding shares of any class of the Fund, other than as listed in the below table:

Title of Class	Name of Beneficial Owner	Amount of and Nature of Beneficial Ownership	Percent of Class

Copies of the annual report of the Fund for the fiscal year ended March 31, 2012 and the semi-annual report of the Fund for the six-month period ended September 30, 2012, including financial statements, have been mailed to Fund shareholders. The Fund will furnish, without charge, a copy of the Fund’s 2012 Annual Report and 2012 Semi-Annual Report to any shareholder who requests them by contacting Pear Tree Institutional Services, 55 Old Bedford Road, Suite 202, Lincoln, Massachusetts 01773; toll-free telephone number (800) 326-2151; e-mail – info@peartreefunds.com.

With your consent, the Trust may send a single proxy statement, prospectus and shareholder report to a shareholder’s residence for the shareholder and any other member of a shareholder’s household who has an account with the Fund. If a shareholder wishes to revoke his or her consent to this practice, he or she may do so by notifying Pear Tree Institutional Services by phone at (800) 326-2151 or in writing at 55 Old Bedford Road, Suite 202, Lincoln, Massachusetts 01773. The mailing of separate proxy statements, prospectuses and shareholder reports will begin within 30 days after Pear Tree Institutional Services receives a shareholder’s notice. If shareholders sharing an address are currently receiving multiple copies of these documents and would prefer to receive a single copy, each may request a single copy by notifying Pear Tree Institutional Services at the number or address listed above.

PROPOSALS

BACKGROUND

The Investment Company Act of 1940 (the “1940 Act”) requires a registered investment company, including the Fund, to have certain specific investment policies that can be changed only with shareholder approval. Investment companies may also elect to designate other policies that may be changed only with a shareholder vote. Both types of policies are often referred to as “fundamental” investment policies or “fundamental” investment restrictions.

Two of the Fund’s current investment restrictions unnecessarily limit the investment strategies available to the Fund. These proposals, if adopted as proposed, would eliminate those fundamental investment restrictions. Changes to the Fund’s fundamental investment restrictions would benefit the Fund and its shareholders by providing the Fund with greater investment flexibility to pursue its investment objective and principal investment strategies and respond to a changing investment environment.

Each proposal relates to a particular fundamental restriction. Shareholders are being asked to vote separately on each proposal. Each approved proposal will take effect as soon as reasonably practicable following approval at the Meeting. If a proposal is approved by shareholders at the Meeting, the proposed change to that fundamental investment restriction will be adopted by the Fund, even if the other proposal is not approved. If shareholders do not approve any proposal, the current investment restriction or restrictions contained in that proposal will remain in effect. While Proposals 1 and 2 are intended to, among other things, provide the Fund with greater flexibility, the Fund would continue to be managed subject to the limitations imposed by the 1940 Act and the rules and interpretive guidance provided thereunder, as well as the Fund’s investment strategies, objectives and policies.

PROPOSAL 1 — TO AMEND THE FUNDAMENTAL INVESTMENT RESTRICTION REGARDING INVESTING IN SHARES OF ANY CLASS OF ANOTHER COMPANY, OR THE VOTING SECURITIES OF ANOTHER COMPANY, IN EXCESS OF 10 PERCENT

The Fund currently may not, without violating a fundamental investment restriction:

“[p]urchase any security if as a result [the Fund] would then hold more than 10% of any class of securities of an issuer (taking all common stock issues of an issuer as a single class, all preferred stock issues as a single class, and all debt issues as a single class) or more than 10% of the outstanding voting securities of an issuer . . .”.

The Board proposes that the above restriction be removed in its entirety.

Rationale

The 1940 Act does not require that investment policies or restrictions on the amount that a fund may invest in a single issuer be fundamental policies or restrictions. Instead, the 1940 Act requires every mutual fund, such as the Fund, to state whether it is “diversified” - with respect to 75 percent of its assets, investments in a single issuer are limited to 5 percent of the fund’s total assets and the fund may not hold more than 10 percent of the outstanding voting securities of an issuer - or “non-diversified.”

The Fund currently states in its prospectus that it is non-diversified for purposes of the 1940 Act. Currently, however, the Fund may not take large positions in single issuers. Notwithstanding the Fund’s status as non-diversified, the Fund’s ability to hold large positions in single issuers is limited by its current fundamental investment restriction.

It may be considered more risky for a fund to hold large positions in a single issuer because of the possibility of exercising control over the issuer. The Fund, however, currently has another fundamental investment restriction that prohibits it from making investments for the purpose of exercising control. If the Fund wishes to remove the restriction relating to the exercise of control, it would have to seek Fund shareholder approval.

The Board recommends that you vote “FOR” Proposal 1.

PROPOSAL 2 — TO AMEND THE FUNDAMENTAL INVESTMENT RESTRICTION REGARDING INVESTING IN SHARES OF AN UNSEASONED ISSUER AS WELL AS RESTRICTED AND ILLIQUID SECURITIES

The Fund currently may not, without violating a fundamental investment restriction:

“[p]urchase any security if as a result [the Fund] would then have more than 10% of the value of its net assets (taken at current value) invested in any of the following types of investment vehicles: in securities of companies (including predecessors) less than three years old, in securities which are not readily marketable, in securities which are subject to legal or contractual restrictions on resale (“restricted securities”) and in repurchase agreements which have a maturity longer than seven (7) days, provided, however, that no Fund may invest more than 15% of its assets in illiquid securities . . .”.

The Board proposes that the above restriction be removed in its entirety.

Rationale

The 1940 Act does not require that a fund have a fundamental policy relating to investments in unseasoned issuers. Unseasoned issuers are start-up companies or other newly-launched enterprises with shorter operating histories. Compared to more established or larger companies, unseasoned issuers are more likely to have more erratic businesses, more limited product lines and distribution channels, fewer capital resources and more limited management depth. Securities of unseasoned issuers are more likely to experience sharper swings in market value and be less liquid than those of more established companies.

The 1940 Act also does not require that a fund have a fundamental policy relating to investments in “restricted securities,” that is, securities with legal or contractual limitations on transfer, which typically cannot be resold to the public. There has historically been a concern that restricted securities may be difficult for a mutual fund to sell at approximately the value at which the fund is carrying the investment. Restricted securities, however, may or may not be illiquid. Some restricted securities are actively traded among institutional investors and thus highly liquid in the marketplace.

The 1940 Act also does not require that a fund have a fundamental policy relating to illiquid securities, which includes repurchase agreements maturing in more than seven days. The current SEC staff position generally limits a fund’s purchases of illiquid securities to 15 percent of the fund’s net assets. If the SEC staff position or other interpretations about purchases of illiquid securities were to change, the Fund might not be able to take advantage of that change without seeking shareholder approval. If this fundamental policy is eliminated, the Fund would remain subject to the current position of the SEC’s staff with respect to the purchase of illiquid securities until that position changed.

Risks of purchasing illiquid securities include the risk that the Fund may not be able to dispose of them in a timely manner or at the prices at which they are valued. This could restrict the Fund’s ability to raise cash for other investments or to respond to shareholder redemption requests. These securities may also be difficult to value accurately.

The Board recommends that you vote “FOR” Proposal 2.

ADDITIONAL INFORMATION

VOTE REQUIRED

A majority of shares entitled to vote shall be a quorum for the transaction of business at the Meeting. Shares represented by proxy or in person at the Meeting, including shares represented by proxies that reflect abstentions and broker non-votes, will be counted as present in the determination of a quorum. The elimination of the Fund’s fundamental investment restrictions (Proposals 1 and 2) requires the vote of the lesser of: (a) 67 percent or more of the shares of the Fund represented at a meeting, if the holders of more than 50 percent of the outstanding Fund shares are present in person or by proxy, or (b) more than 50 percent of the outstanding shares of the Fund.

ADMINISTRATOR

Pear Tree Advisors, Inc. (the “Administrator”), serves as the administrator for the Trust. The Administrator’s principal business office is located at 55 Old Bedford Road, Suite 202, Lincoln, Massachusetts 01773.

INVESTMENT MANAGER AND SUBADVISER

Pear Tree Advisors, Inc. (the “Manager”) serves as the investment manager for the Fund. The Manager’s principal business office is located at 55 Old Bedford Road, Suite 202, Lincoln, Massachusetts 01773. PanAgora Asset Management, Inc. (the “Subadviser”) serves as the subadviser for the Fund. The Subadviser’s principal business office is located at 470 Atlantic Avenue, Boston, Massachusetts 02210.

DISTRIBUTOR

U.S. Boston Capital Corporation (the “Distributor”) serves as the distributor for the Fund. The Distributor’s principal business office is located at 55 Old Bedford Road, Suite 202, Lincoln, Massachusetts, 01773.

OTHER MATTERS

The Board of Trustees of the Trust knows of no matter to be presented at the meeting other than those matters specified in the accompanying Notice of Special Meeting of the Shareholders of Pear Tree PanAgora Dynamic Emerging Markets Fund. However, if any other matter is properly presented before the Meeting, it is the intention of the persons named as proxies to vote in accordance with their best judgment.

EXPENSES

The Fund will bear all of the expense of the Meeting, including preparation, printing and mailing of the enclosed form of proxy and accompanying Notice of Special Meeting and this Proxy Statement. These costs are estimated to be [_________]. The Fund, upon request, will reimburse banks, brokers and others for their reasonable expenses in forwarding proxy solicitation material to the beneficial owners of the Fund’s shares of beneficial interests.

ADJOURNMENTS AND POSTPONEMENTS

The Second Amended and Restated Agreement and Declaration of Trust of the Trust authorizes adjournments of the Meeting whether or not a quorum is present. Any adjourned session or sessions may be held within a reasonable time after the date set for the original meeting, without the necessity of further notice.

SHAREHOLDER PROPOSALS

The Trust is not required to hold meetings of shareholders, unless, for example, the election of Board Members is required to be acted on by shareholders under the 1940 Act. It is the present intention of the Board of Trustees of the Trust not to hold meetings of shareholders unless such shareholder action is required.

Any shareholder who wishes to submit a proposal to be considered at the Trust’s next meeting of shareholders should send the proposal to the Trust at 55 Old Bedford Road, Suite 202, Lincoln, Massachusetts 01773. The proposal must be received by the Trust within a reasonable period of time before the Board of Trustees makes the solicitation relating to such meeting in order to be included in the proxy statement and form of proxy relating to such meeting, or be brought before such meeting without being included in the proxy statement.

Shareholder proposals that are submitted in a timely manner will not necessarily be included in the Trust’s proxy materials. Inclusion of such proposals is subject to limitations under the federal securities laws.

* * *

By Order of the Board of Trustees of Pear Tree Funds.

Kelly J. Lavari

Clerk of the Trust

Lincoln, Massachusetts

March __, 2013

PEAR TREE FUNDS

Pear Tree PanAgora Dynamic Emerging Markets Fund

PROXY FOR A SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD April 23, 2013

The undersigned, hereby appoints Willard L. Umphrey and Leon Okurowski, and each of them, proxies with several powers of substitution, to attend the Special Meeting of Shareholders of Pear Tree PanAgora Dynamic Emerging Markets Fund (the “Fund”) to be held at the offices of the Trust at 55 Old Bedford Road, Suite 202, Lincoln, Massachusetts 01773, on Tuesday, April 23, 2013 at 10:00 A.M. Eastern time and at any and all adjournments or postponements thereof (the “Meeting”), to cast on behalf of the undersigned all votes that the undersigned is entitled to cast at such Meeting and otherwise to represent the undersigned at the Meeting with all powers possessed by the undersigned if personally present at the Meeting. The undersigned hereby acknowledges receipt of the Notice of Special Meeting of Shareholders and of the accompanying Proxy Statement (the terms of each of which are incorporated by reference herein) and revokes any proxy heretofore given with respect to such meeting.

The votes entitled to be cast by the undersigned will be cast as instructed below. If this Proxy is executed but no instruction is given, the votes entitled to be cast by the undersigned will be voted “FOR” Proposals 1 and 2.

The votes entitled to be cast by the undersigned will be cast in the discretion of the Proxy holder on any other matter that may properly come before the meeting or any adjournment or postponement thereof.



		Please sign this proxy exactly as your name or names appears hereon. Joint owners should each sign personally. Trustees and other fiduciaries should indicate the capacity in which they sign, and where more than one name appears, a majority must sign. If a corporation, this signature should be that of an authorized officer who should state his or her title.

		Signature



		Signature of joint owner, if any

		Date

PLEASE SIGN AND DATE THIS PROXY AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. MARK BLOCKS BELOW IN BLUE OR BLACK INK. EXAMPLE: x

YOUR BOARD RECOMMENDS THAT YOU VOTE “FOR” PROPOSALS 1 AND 2, AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.

PROPOSAL 1	To eliminate the Fund’s fundamental investment restriction regarding investing in shares of any class of another company, or the voting securities of another company, in excess of 10 percent	FOR ¨	AGAINST ¨	ABSTAIN ¨
PROPOSAL 2	To eliminate the Fund’s fundamental investment restriction regarding unseasoned issuers as well as restricted and illiquid securities	FOR ¨	AGAINST ¨	ABSTAIN ¨

TO VOTE AND OTHERWISE REPRESENT THE UNDERSIGNED ON ANY OTHER MATTER THAT MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF IN THE DISCRETION OF THE PROXY HOLDER.

PLEASE SIGN, DATE AND MAIL IN ENCLOSED POSTAGE-PAID ENVELOPE.

2173830.6