I. ELECTION OF TRUSTEES (Proposal 1)
The Board of Trustees has nominated seven persons for election to the Fund’s Board of Trustees. Each of these nominees currently serves on the Fund’s Board of Trustees. In accordance with the Fund’s Declaration, the Trustees have been
divided into three classes (each a “Class”): Class I, Class II and Class III. The Trustees in each Class serve until the annual meeting for the year indicated: Class I, 2008, Class II, 2009 and Class III, 2010 or, if later, until their
respective successors are elected and qualified. At each subsequent annual meeting, the persons elected to the Class of Trustees whose terms are expiring will generally be nominated for a three-year term. The effect of these staggered terms is to limit
the ability of other entities or persons to acquire control of the Fund by delaying the replacement of a majority of the Board of Trustees. If any nominee for any reason becomes unable to serve or is unwilling to serve, the persons named as proxies in the
enclosed proxy card will vote for the election of such other person or persons as they may consider qualified. The Board of Trustees has no reason to believe that any of the seven nominees will be unable or unwilling to serve.
The Board of Trustees of the Fund proposes the following nominees for election at the 2008 Meeting:
Trustee
|
Class
|
Expiration of Term if Elected
|
K. Dun Gifford
|
Class I
|
2011 Annual Meeting
1
|
Dr. Leroy Keith, Jr.
|
Class I
|
2011 Annual Meeting
1
|
Patricia B. Norris
|
Class I
|
2011 Annual Meeting
1
|
Michael S. Scofield
|
Class I
|
2011 Annual Meeting
1
|
Richard J. Shima
|
Class II
|
2009 Annual Meeting
1
|
William W. Pettit
|
Class III
|
2010 Annual Meeting
1
|
Richard K. Wagoner
|
Class III
|
2010 Annual Meeting
1
|
(1)
Or, if later, until their respective successors are elected and qualified.
Proxies cannot be voted for anyone other than the seven nominees currently proposed to serve on the Board of Trustees.
Trustee and Nominee Trustee Information
The following tables contain specific information about each Trustee and nominee Trustee as of October 31, 2007, including: age, principal occupation(s) during the past five years, position held with the Fund, length of time served, any other directorships held
outside the Evergreen family of funds and number of portfolios overseen by such Trustee and nominee Trustee. The address for each Trustee and nominee Trustee is 200 Berkeley Street, Boston, Massachusetts 02116-5034.
Non-Interested Trustees
Class I – Non-Interested Nominee Trustees proposed to serve until 2011 Annual Meeting of Shareholders:
Name and
Date of Birth
|
Position Held with
the Fund
|
Length
of Time
Served
1
|
Principal Occupation(s) During Past 5 Years
6
|
Number of Portfolios in Fund Complex Overseen by
Trustee
9
|
Other Directorships Held by
Trustee
|
K. Dun Gifford
3,4,5
DOB: 10/23/1938
|
Trustee
|
2007
|
Chairman and President, Oldways Preservation and Exchange Trust (education); Trustee, Treasurer and Chairman of the Finance Committee, Cambridge College
|
94
|
None
|
Dr. Leroy Keith, Jr.
5,8
DOB: 2/14/1939
|
Trustee
|
2007
|
Managing Director, Almanac Capital Management (commodities firm); Trustee, Phoenix Fund Complex; Director, Diversapack Co. (packaging company); Former Partner, Stonington Partners, Inc. (private equity fund); Former Director, Obagi Medical Products Co.; Former
Director, Lincoln Educational Services
|
94
|
Trustee, Phoenix Fund Complex (consisting of 60 portfolios as of 12/31/06)
|
Patricia B. Norris
2
DOB: 4/9/1948
|
Trustee
|
2007
|
President and Director of Buckleys of Kezar Lake, Inc. (real estate company); Former President and Director of Phillips Pond Homes Association (home community); Former Partner, PricewaterhouseCoopers, LLP (independent registered public accounting firm)
|
94
|
None
|
Michael S. Scofield
3,5
DOB: 2/20/1943
|
Trustee
|
2007
|
Retired Attorney, Law Offices of Michael S. Scofield; Former Director and Chairman, Branded Media Corporation (multi-media branding company)
|
94
|
None
|
Class III -- Non-Interested Nominee Trustee proposed to serve until 2010 Annual Meeting of Shareholders:
Name and
Date of Birth
|
Position Held with
the Fund
|
Length
of Time
Served
1
|
Principal Occupation(s) During Past 5 Years
6
|
Number of Portfolios in Fund Complex Overseen by
Trustee
9
|
Other
Directorships Held by
Trustee
|
William Walt Pettit
8
DOB: 8/26/1955
|
Trustee
|
2007
|
Partner and Vice President, Kellam & Pettit, P.A. (law firm); Director, Superior Packaging Corp. (packaging company); Member, Superior Land, LLC (real estate holding company), Member, K&P Development, LLC (real estate development); Former Director,
National Kidney Foundation of North Carolina, Inc. (non-profit organization)
|
94
|
None
|
Interested Trustee
Class III -- Interested Nominee Trustee proposed to serve until 2010 Annual Meeting of Shareholders:
Name and
Date of Birth
|
Position Held with
the Fund
|
Length
of Time
Served
1
|
Principal Occupation(s) During Past 5 Years
6
|
Number of Portfolios in Fund Complex Overseen by
Trustee
9
|
Other Directorships Held by
Trustee
|
Richard K. Wagoner, CFA
4,7
DOB: 12/12/1937
|
Trustee
|
2007
|
Member and Former President, North Carolina Securities Traders Association; Member, Financial Analysts Society
|
94
|
None
|
Non-Interested Trustees
Class II -- Non-Interested Nominee Trustee proposed to serve until 2009 Annual Meeting of Shareholders:
Name and
Date of Birth
|
Position Held with
the Fund
|
Length
of Time
Served
1
|
Principal Occupation(s) During Past 5 Years
6
|
Number of Portfolios in Fund Complex Overseen by
Trustee
9
|
Other Directorships Held by
Trustee
|
Richard J. Shima
4,5
DOB: 8/11/1939
|
Trustee
|
2007
|
Independent Consultant; Director, Hartford Hospital; Trustee, Greater Hartford YMCA; Former Director, Trust Company of CT; Former Director, Old State House Association; Former Trustee, Saint Joseph College (CT)
|
94
|
None
|
Class III -- Non-Interested Trustees to serve until 2010 Annual Meeting of Shareholders:
Name and
Date of Birth
|
Position Held with
the Fund
|
Length
of Time
Served
1
|
Principal Occupation(s) During Past 5 Years
6
|
Number of Portfolios in Fund Complex Overseen by
Trustee
9
|
Other
Directorships Held by
Trustee
|
David M. Richardson
4
DOB: 9/19/1941
|
Trustee
|
2007
|
President, Richardson, Runden LLC (executive recruitment business development/consulting company); Consultant, Kennedy Information, Inc. (executive recruitment information and research company); Consultant, AESC (The Association of Executive Search Consultants);
Director, J&M Cumming Paper Co. (paper merchandising); Former Trustee, NDI Technologies, LLP (communications)
|
94
|
None
|
Dr. Russell A. Salton, III
2,3,5
DOB: 6/2/1947
|
Trustee
|
2007
|
President/CEO, AccessOne MedCard, Inc.; Former Medical Director, Healthcare Resource Associates, Inc.
|
94
|
None
|
Class II -- Non-Interested Trustees to serve until 2009 Annual Meeting of Shareholders:
Name and
Date of Birth
|
Position Held with
the Fund
|
Length
of Time
Served
1
|
Principal Occupation(s) During Past 5 Years
6
|
Number of Portfolios in Fund Complex Overseen by
Trustee
9
|
Other Directorships Held by
Trustee
|
Charles A. Austin III
2,5
DOB: 10/23/1934
|
Trustee
|
2007
|
Investment Counselor, Anchor Capital Advisors, LLC. (investment advice); Director, The Andover Companies (insurance); Trustee, Arthritis Foundation of New England; Former Director, The Francis Ouimet Society (scholarship program); Former Director, Executive Vice
President and Treasurer, State Street Research & Management Company (investment advice)
|
94
|
None
|
Gerald M. McDonnell
4
DOB: 7/14/1939
|
Trustee
|
2007
|
Manager of Commercial Operations, CMC Steel (steel producer)
|
94
|
None
|
(1) Initially, all Trustees are elected to serve a one-, two- or three-year term and thereafter, if re-elected, to serve three-year terms.
(2) Member of Audit Committee.
(3) Member of Executive Committee (which also functions as the Nominating Committee and Qualified Legal Compliance Committee).
(4) Member of Performance Committee.
(5) Member of 15(c) Committee.
(6) Principal occupation and other directorships information is as of December 31, 2006.
(7) Mr. Wagoner is an “interested person” of the Evergreen funds, as defined in Section 2(a)(19) of the Investment Company Act of 1940 (the “1940 Act”), because of his ownership of shares in Wachovia, the parent to EIMC, the
Evergreen funds’ investment advisor.
(8) Member of Distribution, 12b-1 and Service Committee.
(9) As of December 31, 2006, the Evergreen fund complex consisted of ten open-end investment companies with eighty-nine separate series and five closed-end funds.
The following table contains specific information about the dollar range of equity securities beneficially owned by each Trustee and nominee Trustee in the Fund and the aggregate dollar range of equity securities in other funds in the Evergreen family of funds overseen by the Trustees.
Non-Interested Trustees
Name of Trustee
|
Dollar Range of Equity Securities in the Fund as of October 31, 2007
|
Aggregate Dollar Range of Equity Securities in All Funds Overseen by Trustee in Evergreen Family of Funds
as of December 31, 2006
|
|
|
|
Charles A. Austin III1
|
$0
|
Over $100,000
|
K. Dun Gifford2
|
$0
|
Over $100,000
|
Dr. Leroy Keith, Jr.2
|
$0
|
Over $100,000
|
Gerald M. McDonnell1
|
$0
|
Over $100,000
|
Patricia B. Norris 2
|
$0
|
Over $100,000
|
William W. Pettit1,2
|
$0
|
Over $100,000
|
David M. Richardson
|
$0
|
Over $100,000
|
Dr. Russell A. Salton, III1
|
$0
|
Over $100,000
|
Michael S. Scofield
1,2
|
$0
|
Over $100,000
|
Richard J. Shima1,2
|
$0
|
Over $100,000
|
Interested Trustee
Name of Trustee
|
Dollar Range of Equity Securities in the Fund as of October 31, 2007
|
Aggregate Dollar Range of Equity Securities in All Funds Overseen by Trustee in Evergreen Family of Funds
as of December 31, 2006
|
|
|
|
Richard K. Wagoner2
|
$0
|
Over $100,000
|
(1) In addition to the above amounts, the Trustee has over $100,000 indirectly invested in certain of the Evergreen funds through Deferred Compensation Plans, with the exception of Mr. Shima who has over $50,000 indirectly invested.
(2) Nominee Trustee.
Board Meetings and Committees
The Fund is supervised by a Board of Trustees. The Trustees meet periodically throughout the year to oversee the Fund’s activities, reviewing, among other things, the Fund’s performance and its contractual arrangements with various service
providers. The Fund commenced operations in March 2007. During the fiscal year ended October 31, 2007, the Board of Trustees held 5 regular meetings and 3 special meetings. Each Trustee attended at least 75% of the aggregate of the total number of
meetings of the Board and Committees on which he or she served.
The Fund has an Executive Committee which consists of K. Dun Gifford, Dr. Russell A. Salton, III and the Chairman of the Board, Michael S. Scofield, each of whom is not an “interested person” of the Fund as defined in Section 2(a)(19) of the 1940 Act. The Executive Committee recommends Trustees to fill vacancies, prepares the agenda for Board Meetings, acts on routine matters between scheduled Board meetings and reviews and resolves conflicts of interest between the Fund and the Fund's investment advisor or its affiliates. The Executive Committee also functions as the Nominating Committee and the Qualified Legal Compliance Committee (as further described below). The Executive Committee also oversees and assists Trustee oversight of: litigation commenced by or against the Evergreen funds; litigation commenced by or against any service provider to the Evergreen funds that relates to the Evergreen funds or that may have a material effect on the service provider’s ability to perform its services to the Evergreen funds; non-routine regulatory actions, examinations, inspections, or other activities in respect of any service provider to the Evergreen funds that relate to its services to the Evergreen funds or that may have a material effect on the service provider’s ability to perform its services to the Evergreen funds. The Executive Committee met 29 times during fiscal year 2007.
The Nominating Committee is responsible for nominating candidates for election to the Board of Trustees by the full Board of Trustees. The Committee may solicit suggestions for persons to fill vacancies on the Board of Trustees from such sources as it deems
appropriate, including EIMC. The Committee will consider nominations for openings on the Board of Trustees from Shareholders who have separately or as a group held for at least one full year at least 5% of the outstanding shares of the Fund. For
additional detail, please see the Fund’s Policy for the Consideration of Trustee Nominees attached as Exhibit B.
The Fund has a 15(c) Committee which consists of Charles A. Austin III, K. Dun Gifford, Dr. Leroy Keith, Jr., Dr. Russell A. Salton, III, Richard J. Shima and the Chairman of the Committee, Michael S. Scofield. The 15(c) Committee
is responsible for gathering relevant information to assist the full Board in fulfilling its obligations relating to the initial approval and renewal of advisory and distribution contracts pursuant to Section 15 of the 1940 Act. It may request information from
and submit questions to the Fund's investment advisor and its affiliates in order for the full Board of Trustees to determine whether or not to enter into or renew Fund contracts. The 15(c) Committee met 5 times during fiscal year 2007.
The Qualified Legal Compliance Committee is responsible for the establishment of written procedures for the confidential receipt, retention and consideration of any report of evidence of a material violation of an applicable U.S.
federal or state securities law, a material breach of a fiduciary duty arising under U.S. federal or state law, or a similar material violation of any U.S. federal or state law by a Fund or by any officer, Trustee, employee or agent of a Fund. The Committee is
also responsible for determining whether an investigation is necessary regarding any report of evidence of a material violation. If it is determined that there has been a material violation, the Committee is responsible for informing the Fund’s chief
legal officer and chief executive officer and taking all other appropriate actions to respond to evidence of a material violation.
The Fund has an Audit Committee which consists of Dr. Russell A. Salton, III, Patricia B. Norris and the Chairman of the Committee, Charles A. Austin III, each of whom is not an “interested person” of the Fund as defined in Section 2(a)(19) of the 1940 Act. The purpose of the Audit Committee is to review the Fund’s accounting and financial reporting policies and practices, their internal controls and, as appropriate, the internal controls of certain service providers, review the quality and objectivity of the Fund’s financial statements and the independent audits thereof, and to act as liaison between the Fund’s independent auditors and the Board of Trustees. The Audit Committee also oversees and assists Trustee oversight of matters related to pricing and valuation of portfolio securities. Each member of the Audit Committee is “independent” as defined in the New York Stock Exchange’s listing standards. The Audit Committee met 5 times during fiscal year 2007.
The Fund has a Performance Committee which consists of Gerald M. McDonnell, K. Dun Gifford, David M. Richardson, Richard K. Wagoner and the Chairman of the Committee, Richard J. Shima. The Performance Committee reviews all activities involving investment-related issues and activities of EIMC and any sub-advisors to the Evergreen funds and assesses the performance of the Evergreen funds. The Performance Committee met 3 times during fiscal year 2007.
The Fund has a Distribution, 12b-1, and Service Committee (formerly the 12b-1 Committee) which consists of William W. Pettit and the Chairman of the Committee, Dr. Leroy Keith, Jr., each of whom is not an “interested
person” of the Fund as defined in Section 2(a)(19) of the 1940 Act. The Distribution, 12b-1, and Service Committee oversees and assists Trustee oversight of: the means by which shares of the Evergreen funds are distributed; expenditures by the Evergreen
funds’ distributor of amounts paid under the funds’ Rule 12b-1 plans; the nature and quality of services provided by the Fund’s transfer agent; and the overall level of servicing provided to shareholders of the Fund.
The
Distribution, 12b-1, and Service Committee met 3 times during fiscal year 2007.
Nominating Committee Process
The Executive Committee also functions as the Nominating Committee. The members of the Executive Committee are “independent” as defined in the New York Stock Exchange’s listing standards. The Executive Committee Charter details the
Nominating Committee functions. A copy of the Evergreen funds’ Executive Committee Charter is attached as Exhibit A.
The Board of Trustees has approved a policy pursuant to which the Board of Trustees may consider nominees for election as Trustees. The policy states the minimum nominee qualifications, the process for identifying and evaluating trustee nominees and the
process for considering nominees recommended by shareholders. The Evergreen funds’ Policy for the Consideration of Trustee Nominees is attached as Exhibit B.
Communications with Board Members
The Board of Trustees has approved a policy for communications with Board members. Any shareholder who wishes to send a communication to the Board of Trustees of an Evergreen fund should send the communications to the Evergreen Board of Trustees, P.O. Box
20083, Charlotte, North Carolina 28202. If a shareholder wishes to send a communication directly to an individual Trustee or to a Committee of the Fund’s Board of Trustees, the communication should be specifically addressed to such individual Trustee or
Committee and sent to the above address.
Trustee Attendance Policy at Annual Shareholder Meetings
The Evergreen funds that are listed on the New York Stock Exchange are required to hold an Annual Meeting of Shareholders. The Board of Trustees has approved a policy for Trustee attendance at annual shareholder meetings that encourages Trustees’
attendance at each Annual Meeting of Shareholders in person or by video conference.
The February 15, 2008 shareholder meeting will be the Fund’s first Annual Meeting of Shareholders.
Current Officers
The following table contains specific information about each principal executive officer of the Fund as of October 31, 2007, including: name, address and age, position held with the Fund, term of office and length of time served and principal occupation(s) during
the past five years, including offices held with EIMC, Wachovia and their affiliated companies.
Name, Address and Age
|
Position Held with the Fund
|
Term of Office and
Length of Time Served
1
|
Principal Occupations(s)
During Past Five Years
|
|
|
|
|
Dennis H. Ferro
401 S. Tyron
Charlotte, NC 28288
DOB: 6/20/1945
|
President
|
Since 2007
|
President, Chief Executive Officer, Evergreen Investment Company, Inc. and Executive Vice President, Wachovia Bank, N.A.; Former Chief Investment Officer, Evergreen Investment Company, Inc.
|
|
|
|
|
Kasey L. Phillips
200 Berkeley Street
Boston, MA 02116-5034
DOB: 12/12/1970
|
Treasurer
|
Since 2007
|
Senior Vice President, Evergreen Investment Services, Inc.; Former Vice President, Evergreen Investment Services, Inc.; Former Assistant Vice President, Evergreen Investment Services, Inc.
|
|
|
|
|
Michael H. Koonce
200 Berkeley Street
Boston, MA 02116-5034
DOB: 4/20/1960
|
Secretary
|
Since 2007
|
Senior Vice President and General Counsel, Evergreen Investment Services, Inc.; Senior Vice President and Assistant General Counsel, Wachovia Corporation.
|
|
|
|
|
Robert Guerin
200 Berkeley Street
Boston, MA 02116
DOB: 9/20/1965
|
Chief Compliance Officer
2
|
Since 2007
|
Chief Compliance Officer, Evergreen Funds and Senior Vice President of Evergreen Investments Company, Inc; Former Managing Director and Senior Compliance Officer, Babson Capital Management LLC; Former Principal and Director, Compliance and Risk Management, State
Street Global Advisors; Former Vice President and Manager, Sales Practice Compliance, Deutsche Asset Management
|
(1) The term of office for each principal executive officer is until a successor is duly elected or qualified or until their death, resignation, retirement or removal from office.
(2) Effective June 14, 2007, Robert Guerin replaced James F. Angelos as Chief Compliance Officer of the Fund.
Dennis H. Ferro oversees the operations of the Fund. Michael H. Koonce is responsible for the Fund’s compliance with governing law. Kasey L. Phillips is responsible for
maintaining the books and records of the Fund and for working with the Fund’s portfolio managers on a continuous basis to ensure that accounting records are properly maintained. Robert Guerin is responsible for reviewing Fund policies and procedures and
monitoring the Fund’s compliance with them.
Other Remuneration and Affiliations of Officers and Trustees
Fees, salaries or other remuneration of officers of the Fund who also serve as officers or employees of EIMC or any of its affiliated companies are borne by EIMC or the Wachovia affiliate for whom the individual serves. The Fund’s principal executive
officers did not receive any compensation or expense reimbursement from the Fund for the fiscal year ended October 31, 2007. The Fund reimburses all Trustees for expenses incurred in connection with attending meetings of the Board of Trustees. For the
fiscal year ended October 31, 2007, the Trustees earned the following compensation from the Fund and the Evergreen fund complex:
Non-Interested Trustees
Name of Person and
Position with the Fund
|
Aggregate Compensation
From the Fund
|
Pension or Retirement Benefits Accrued as Part of Fund Expenses
1
|
Total Compensation From the Fund and Fund Complex
Paid to Trustees
4
|
|
|
|
|
Charles A. Austin III, Trustee
|
$772
|
N/A
|
$231,000
2
|
|
|
|
|
K. Dun Gifford, Trustee
3
|
$776
|
N/A
|
$220,167
|
|
|
|
|
Dr. Leroy Keith, Jr., Trustee
3
|
$706
|
N/A
|
$209,417
|
|
|
|
|
Gerald M. McDonnell, Trustee
|
$639
|
N/A
|
$189,500
|
|
|
|
|
Patricia B. Norris, Trustee
3
|
$672
|
N/A
|
$193,250
|
|
|
|
|
William W. Pettit, Trustee
3
|
$646
|
N/A
|
$190,250
2
|
|
|
|
|
David M. Richardson, Trustee
|
$639
|
N/A
|
$189,500
|
|
|
|
|
Dr. Russell A. Salton, III, Trustee
|
$764
|
N/A
|
$218,667
2
|
|
|
|
|
Michael S. Scofield, Trustee
3
|
$1,066
|
N/A
|
$319,000
2
|
|
|
|
|
Richard J. Shima, Trustee
3
|
$755
|
N/A
|
$222,500
2
|
Interested Trustee
Name of Person and
Position with the Fund
|
Aggregate Compensation
From the Fund
|
Pension or Retirement Benefits Accrued as Part of Fund Expenses
1
|
Total Compensation From the Fund and Fund Complex
Paid to Trustees
4
|
|
|
|
|
Richard K. Wagoner, Trustee
3
|
$639
|
N/A
|
$187,000
|
(1) The Fund does not currently provide pension or retirement plan benefits to the Trustees.
(2) Includes compensation deferred pursuant to a Trustee Compensation Deferral Plan. Of the total compensation from the Fund and other Evergreen funds reflected above payable to Messrs. Austin, Pettit, Salton, Scofield and Shima for the fiscal
year ended October 31, 2007, the following amounts were deferred: $90,180, $53,725, $49,842, $11,404 and $104,717, respectively.
(3) Nominee Trustee.
(4) As of October 31, 2007, the Evergreen Fund Complex consisted of ten open-end investment management companies representing eighty-five separate series and five closed-end funds.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), requires the Fund’s Trustees, principal executive officers and certain other persons to file reports regarding ownership of, and transactions in, the Fund’s securities with the Securities and Exchange Commission (the “SEC”). Copies of the required filings must also be furnished to the Fund. For the prior fiscal year, the Fund believes that all reports required to be filed by the Fund’s officers and Trustees were filed on a timely basis.
Forms 3, 4, and 5 for the officers and Trustees of the Fund may be accessed through Evergreen Investments’ Web site at www.EvergreenInvestments.com.
Service Providers
Investment Advisor.
EIMC, an indirect wholly owned subsidiary of Wachovia, a North Carolina-based, multi-bank financial holding company subject to the Bank Holding Company Act of 1956, as amended, and the rules and regulations promulgated thereunder,
currently serves as the Fund’s investment advisor. EIMC has been managing mutual funds and private accounts since 1932. The principal business address of EIMC is 200 Berkeley Street, Boston, Massachusetts 02116-5034.
Investment Sub-advisor
. Crow Point currently serves as a sub-advisor to the Fund. The principal business address of Crow Point is 10 The New Driftway, Scituate, Massachusetts 02066.
Administrator.
Administrative services are provided by Evergreen Investment Services, Inc. (“EIS”), an affiliated company of EIMC. EIS is located at 200 Berkeley Street, Boston, Massachusetts 02116-5034. Effective January 1, 2008,
EIMC will replace EIS as the administrator to the Fund upon the assignment of the Fund’s Administrative Services Agreement from EIS to EIMC.
Transfer Agent
. Computershare is the Fund’s transfer agent and is located at P.O. Box 43010, Providence, Rhode Island 02940-3010.
Independent Registered Public Accounting Firm.
KPMG LLP (“KPMG”), 99 High Street, Boston, Massachusetts 02110, has been approved by the Trustees of the Fund as the independent registered public accounting firm of the Fund for the current
fiscal year ending October 31, 2008.
The Audit Committee of the Board of Trustees unanimously recommended the selection of KPMG, and the Board of Trustees unanimously approved such selection, at a meeting held on December 6, 2007.
The Fund’s Audit Committee has established and adopted policies and procedures for pre-approving audit services, audit-related services, tax services and all other services provided by the Fund’s independent registered public accounting firm as well as
the fee levels or budgeted amounts for those services. The Fund’s policies and procedures include reporting and request or application requirements that are intended to keep the Audit Committee informed of all the services provided by the Fund’s
independent registered public accounting firm. In addition, the Fund’s Chief Compliance Officer is required to monitor the performance of the services provided by the Fund’s independent registered public accounting firm in order to determine whether
those services are in compliance with the Fund’s pre-approval policies and procedures and to report the results of this monitoring to the Audit Committee on a periodic basis. The Fund’s pre-approval policies and procedures do not delegate any of the
Audit Committee’s responsibilities under the Exchange Act for pre-approving services performed by the Fund’s independent registered public accounting firm to the Fund’s management.
A representative of KPMG, if requested by any Shareholder, will be present via telephone at the Meeting to respond to appropriate questions from Shareholders and will have an opportunity to make a statement if he or she chooses to do so. It is not expected
that such representative will be present in person at the Meeting.
There were no fees billed for professional audit services rendered by KPMG for the audit of the Fund’s annual financial statements for the fiscal year ended October 31, 2007 and there were no fees billed for other services
rendered by KPMG to the Fund. The Fund’s inception date was March 28, 2007. There were no fees paid to KPMG during the fiscal year where the deminimis exception was used.
In approving the selection of KPMG for the Fund, the Audit Committee considered, in addition to other practices and requirements relating to the selection of the Fund’s independent registered public accounting firm, whether any services performed by KPMG for
the Fund and the investment advisor and for certain related parties for which KPMG received non-audit fees are compatible with maintaining the independence of KPMG as the Fund’s independent registered public accounting firm.
On December 6, 2007, the Audit Committee reviewed and discussed with management the Fund’s audited financial statements for the fiscal year ended October 31, 2007. The Audit Committee has reviewed and discussed with KPMG the matters required to be
discussed by Statements on Auditing Standards, No. 61,
Communication with Audit Committees
. The Audit Committee has received the written disclosures and the letter from KPMG required by Independence Standards Board Standard No. 1, and has discussed with
KPMG its independence. Based on these reviews and discussions, the Audit Committee recommended to the Board of Trustees that the audited financial statements be included in the annual report to Shareholders for the previous fiscal year for filing with the
SEC.
The Board of Trustees has adopted a written charter for the Audit Committee which is attached to this proxy statement as Exhibit C (the “Charter”). The Audit Committee reviews the Charter at least annually and may recommend changes to the
Board.
Other Business
As of the date of this Proxy Statement, neither the Fund’s officers nor EIMC are aware of any other business to come before the Meeting other than as set forth in the Notice of Annual Meeting of Shareholders. If any other business is properly brought
before the Meeting, or any adjournment thereof, the persons named as proxies in the enclosed proxy card will vote in accordance with the views of management of the Fund.
Required Vote
If a quorum is met, the affirmative vote of a plurality of the votes cast by shareholders, present in person or represented by proxy at the Meeting and entitled to vote, is required for the election of trustees (Proposal 1). Accordingly, the seven nominees
that receive the most affirmative votes cast at the Meeting by Shareholders will be elected as trustees.
Notice of Limitation of Liability
A Certificate of Trust in respect of the Fund is on file with the Secretary of the State of Delaware. As provided in the Fund’s Declaration, the obligations of any instrument made or issued by any Trustee or Trustees or by any officer or officers of the Fund
are not binding upon any of them or the shareholders individually but are binding only upon the assets and property of the Fund.