Form DEF 14A Mirae Asset Discovery For: Dec 01

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

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:

 

¨	Preliminary Proxy Statement
¨	Confidential, For Use of the Commission only (as permitted by Rule 14a-6(e)(2))
x	Definitive Proxy Statement
¨	Definitive Additional Materials
¨	Soliciting Material Pursuant to Rule 14a-12

 

MIRAE ASSET DISCOVERY FUNDS

(Name of Registrant 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.

 

1) Title of each class of securities to which transaction applies: N/A

 

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¨ 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.

 

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Mirae Asset Discovery Funds

(the “Trust”)

 

Emerging Markets Fund

Emerging Markets Great Consumer Fund

(each a “Fund” and collectively, the “Funds”)

 

625 Madison Avenue, 3^rd Floor

New York, New York 10022

 

October 18, 2021

 

Dear Shareholder:

 

On behalf of the Board of Trustees of the Trust (the “Board”), I invite you to a special meeting of shareholders of the Trust scheduled for December 1, 2021, at the offices of Mirae Asset Global Investments (USA) LLC, 625 Madison Avenue, 3^rd Floor, New York, New York 10022, at 10:00 a.m., Eastern Time (the “Special Meeting”).

 

The purpose of the Special Meeting is to ask shareholders to consider the election of each of the following two nominees to serve as a Trustee on the Board until his or her successor is duly elected and qualified: Joon Hyuk Heo and Susan Oh. Shareholders will also be asked to transact such other business that may properly come before the Special Meeting or any adjournment(s) or postponement(s) thereof.

 

Detailed information about the proposal is contained in the enclosed Proxy Statement. We strongly encourage you to participate by reviewing these materials and voting as soon as possible.

 

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE PROPOSAL.

 

Your vote is important to us regardless of the number of shares you own. Whether or not you plan to attend the Special Meeting in person, please read the Proxy Statement and cast your vote promptly. It is important that your vote be received prior to the time of the Special Meeting on December 1, 2021. VOTING IS QUICK AND EASY. EVERYTHING YOU WILL REQUIRE IS ENCLOSED.

 

You can vote in one of four ways:

 

·

By mail with the enclosed Proxy Card – be sure to sign, date and return it in the enclosed postage-paid envelope,

 

·

Through the web site listed in the proxy voting options on the enclosed Proxy Card,

 

·

By telephone using the toll-free number listed in the proxy voting options on the enclosed Proxy Card, or

 

·

In person at the Special Meeting on December 1, 2021.

 

 

PLEASE TAKE A FEW MINUTES TO READ THE PROXY STATEMENT AND CAST YOUR VOTE. BY VOTING AS SOON AS POSSIBLE YOU SAVE YOUR FUNDS THE ADDITIONAL EXPENSE OF FURTHER SOLICITING YOUR VOTE.

 

IF A SIGNED PROXY CARD IS RETURNED, BUT NO INSTRUCTIONS ARE SPECIFIED, YOUR SHARES WILL BE VOTED IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE BOARD.

 

NOTE: You may receive more than one set of proxy solicitation materials if you hold shares in more than one account or in more than one Fund. Please be sure to vote each account or Fund by utilizing one of the methods described above.

 

If you have questions, please call 1-888-626-0988 between 9:00 a.m. and 10:00 p.m. Monday through Friday (Eastern Time). I thank you for your time and your prompt attention to this matter.

 

We are concerned about your health and safety during the current coronavirus (COVID-19) pandemic, and we intend to monitor the recommendations of public health officials and governmental restrictions as the situation continues to evolve. In light of the COVID-19 pandemic, the Fund is urging all shareholders to take advantage of voting by mail, by telephone or through the Internet. Currently, the Special Meeting will be held at the offices of Mirae Asset Global Investments (USA) LLC, 625 Madison Avenue, 3^rd Floor, New York, New York 10022. If you plan to attend the Special Meeting in person, please note that the Special Meeting will be held in accordance with any recommended and required social distancing and safety guidelines, as applicable.

 

If we decide to hold the Special Meeting in a different location, or partially or entirely by means of remote communication (i.e., a virtual meeting), we will announce any such updates by means of a press release, which will be posted on AST Fund Solution’s website at https://vote.proxyonline.com/mirae/docs.com. We encourage you to check the website prior to the Special Meeting if you plan to attend the Special Meeting. An announcement of any change will also be filed with the Securities and Exchange Commission via its EDGAR system.

 

Sincerely,

 

Keith Schappert

Chairman

Mirae Asset Discovery Funds

 

 

Mirae Asset Discovery Funds

 

Emerging Markets Fund

Emerging Markets Great Consumer Fund

(each a “Fund” and collectively, the “Funds”)

 

625 Madison Avenue, 3^rd Floor

New York, New York 10022

 

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON DECEMBER 1, 2021

 

To the Shareholders:

 

Notice is hereby given (the “Notice of Meeting”) that a special meeting (the “Special Meeting”) of the shareholders of Mirae Asset Discovery Funds (the “Trust”) will be held on December 1, 2021, at the offices of Mirae Asset Global Investments (USA) LLC, 625 Madison Avenue, 3^rd Floor, New York, New York 10022, at 10:00 a.m., Eastern Time, for the following purposes:

 

1.

To elect each of the following two nominees to serve as a Trustee on the Board of Trustees of the Trust until his or her successor is duly elected and qualified: Joon Hyuk Heo and Susan Oh; and

 

2.

To transact such other business that may properly come before the Special Meeting or any adjournment(s) or postponement(s) thereof.

 

You are entitled to vote at the Special Meeting or any adjournment(s) or postponement(s) thereof if you owned shares of any Fund at the close of business on October 8, 2021.

 

The Notice of Meeting, Proxy Statement and accompanying form of proxy will first be mailed to shareholders on or about October 18, 2021. Whether or not you plan to attend the Special Meeting in person, please vote your shares. In addition to voting in person at the Special Meeting, you may also vote by mail, by telephone or via the Internet, as provided on the enclosed Proxy Card. Use of telephone or Internet voting will reduce the time and costs associated with this proxy solicitation. Whichever method you choose, please read the enclosed Proxy Statement carefully before you vote. If you attend the Special Meeting, you may vote your shares in person; a vote cast “in person” will revoke a previously submitted vote.

 

PLEASE RESPOND—WE ASK THAT YOU VOTE PROMPTLY SO THAT A QUORUM
MAY BE ENSURED AND IN ORDER TO AVOID THE ADDITIONAL EXPENSE OF
FURTHER SOLICITATION. YOUR VOTE IS IMPORTANT.

 

	By Order of the Board of Trustees
	Thomas N. Calabria
	Secretary
	Mirae Asset Discovery Funds
	October 18, 2021

 

 

Mirae Asset Discovery Funds

 

Emerging Markets Fund

Emerging Markets Great Consumer Fund

 

625 Madison Avenue, 3^rd Floor

New York, New York 10022

 

PROXY STATEMENT

 

SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON DECEMBER 1, 2021

 

THIS PROXY STATEMENT IS BEING FURNISHED TO YOU IN CONNECTION WITH THE SOLICITATION OF PROXIES BY THE BOARD OF TRUSTEES (the “Board”) OF MIRAE ASSET DISCOVERY FUNDS (the “Trust”), on behalf of each series of the Trust (each a “Fund” and, collectively, the “Funds”), to be voted at a Special Meeting of Shareholders to be held on December 1, 2021, at the offices of Mirae Asset Global Investments (USA) LLC., 625 Madison Avenue, 3^rd Floor, New York, New York 10022, at 10:00 a.m., Eastern Time, for the purposes set forth below and described in greater detail in this Proxy Statement (the “Special Meeting”).

 

Proposal	Funds Affected
To elect each of the following two nominees to serve as a Trustee on the Board of Trustees of the Trust until his or her successor is duly elected and qualified: Joon Hyuk Heo and Susan Oh	All Funds
To transact such other business that may properly come before the Special Meeting or any adjournment(s) or postponement(s) thereof	All Funds

 

All shareholders of the Funds of the Trust will vote together in the aggregate and not separately by Fund or by class.

 

You are entitled to vote at the Special Meeting or any adjournment(s) or postponement(s) thereof if you owned shares of any Fund at the close of business on October 8, 2021 (“Record Date”). The date of the first mailing of the Proxy Cards and this Proxy Statement to shareholders will be on or about October 18, 2021.

 

 

Only shareholders of record at the close of business on the Record Date will be entitled to notice of, and to vote at, the Special Meeting or any adjournment(s) or postponement(s) thereof. Shares represented by proxies, unless previously revoked, will be voted at the Special Meeting or any adjournment(s) or postponement(s) thereof in accordance with the instructions of the shareholders. If Proxy Cards have been executed, but no instructions are given, such proxies will be voted in favor of the election of the two Nominees as Trustees. To revoke a proxy, the shareholder giving such proxy must either (1) submit to the Trust a subsequently dated Proxy Card, (2) deliver to the Trust a written notice of revocation, or (3) otherwise give notice of revocation at the Special Meeting or any adjournment(s) or postponement(s) thereof, and in all cases prior to the exercise of the authority granted in the Proxy Card.

 

If a shareholder wishes to participate in the Special Meeting or any adjournment(s) or postponement(s) thereof, but does not wish to authorize the execution of a proxy by telephone or through the Internet, the shareholder may still submit the Proxy Card included with this Proxy Statement or attend the Special Meeting or any adjournment(s) or postponement(s) in person.

 

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY

MATERIALS FOR THE SPECIAL MEETING TO BE HELD ON DECEMBER 1, 2021

 

This Proxy Statement is available online at https://vote.proxyonline.com/mirae/docs/mirae2021.pdf (please have the control number found on your Proxy Card ready when you visit this website). In addition, the most recent annual report of the Trust, including financial statements, for the fiscal year ended April 30, 2021 and the semi-annual report for the period ended October 31, 2020, have been mailed previously to shareholders. If you would like to receive additional copies of a shareholder report free of charge, or copies of any subsequent shareholder report, please contact the Trust by writing to the address set forth on the first page of this Proxy Statement or by calling 1-888-335-3417, or go to the Trust’s website at http://investments.miraeasset.us. Requested shareholder reports will be sent by first class mail within three (3) business days of the receipt of the request.

 

 

PROPOSAL 1—All Funds

ELECTION OF TRUSTEES

 

What are shareholders being asked to approve?

 

The purpose of this proposal is to elect each of the following two nominees to serve as a Trustee on the Board until his or her successor is duly elected and qualified: Joon Hyuk Heo and Susan Oh (each a “Nominee” and collectively, the “Nominees”).

 

Who are the Nominees to the Board?

 

Information about each of the Nominees, including his or her business address, age and principal occupations during the past five years, and other information, such as the Nominee’s experience, qualifications, attributes or skills, is set forth below. Mr. Heo is currently a Trustee of the Trust and has served in that capacity since December 2019. Ms. Oh is a non-incumbent Nominee, and was nominated by the Board upon the recommendation of the Board’s Nominating and Governance Committee, which is composed solely of Trustees who are not “interested persons” of the Trust (as that term is defined by Section 2(a)(19) of the Investment Company Act of 1940, as amended (“1940 Act”)) (the “Independent Trustees”). If elected, it is anticipated that Ms. Oh will commence her term as a Trustee on January 1, 2022.

 

Each Nominee has agreed to serve on the Board if elected by shareholders.

 

Why am I being asked to vote on the election of Mr. Heo, the incumbent Nominee?

 

The 1940 Act permits a mutual fund board of trustees to appoint new trustees provided that after such trustees are appointed, at least two-thirds of the trustees were elected by shareholders. All of the current Trustees, with the exception of Mr. Heo, have been elected by the Trust’s shareholders. Mr. Heo was appointed as a Trustee by the Board in 2019 to fill a vacancy on the Board. Mr. Heo is being submitted to shareholders for election in order to provide the Board with the maximum flexibility to fill vacancies in the future, if necessary, without incurring the expense of calling a special meeting of shareholders.

 

What are the voting and quorum requirements of the Special Meeting?

 

Shareholders of one-third (1⁄3) of the shares of the Mirae Asset Discovery Funds outstanding on the Record Date, present in person or represented by proxy constitutes a quorum for the transaction of business for the Trust with respect to the proposal. Election of the Nominees as Trustees must be approved by a plurality of the votes cast in person or by proxy at the Special Meeting of the Trust if a quorum exists. Each whole share will be entitled to one vote and each fractional share will be entitled to a proportionate fractional vote. There is no cumulative voting in the election of Trustees.

 

The votes cast in person or by proxy with respect to each Fund of the Trust will be counted together with respect to the election of the Nominees for the Trust. If the Nominees are not elected, the Trustees will consider what other actions to take in the best interest of the Funds.

 

 

Information about the Trustees and Nominees

 

NAME, ADDRESS AND AGE	POSITION(S) WITH THE TRUSTS	TERM OF OFFICE(1) AND LENGTH OF TIME SERVED	PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS	PORTFOLIOS IN FUND COMPLEX OVERSEEN BY NOMINEE	OTHER PUBLIC COMPANY AND INVESTMENT COMPANY DIRECTORSHIPS HELD BY NOMINEE DURING THE PAST 5 YEARS
INTERESTED TRUSTEE AND NOMINEE
JOON HYUK HEO* 625 Madison Avenue, 3rd Fl. New York, NY 10022 (1974)	Trustee	December  2019 to present	Chief Executive Officer and Chief Investment Officer of Mirae Asset Global Investments (USA) LLC since December 2019 and Head of Global Fixed Income Investments since May 2011.	2	None
INDEPENDENT NOMINEE
SUSAN OH† 625 Madison Avenue, 3rd Fl. New York, NY 10022 (1963)	Nominee	N/A	Consultant/Owner, L&W Partners, LLC (consulting) (2020-present); Head of Institutional Business, Janus Henderson Investors (investment management) (2011-2017).	2	None

	*	Mr. Heo is currently a Trustee of the Trust and an incumbent Nominee.
	†	Ms. Oh is not an incumbent Nominee and will be considered to be an independent Nominee.

 

NAME, ADDRESS AND AGE	POSITION(S) WITH THE TRUSTS	TERM OF OFFICE(1) AND LENGTH OF TIME SERVED	PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS	PORTFOLIOS IN FUND COMPLEX OVERSEEN BY NOMINEE	OTHER PUBLIC COMPANY AND INVESTMENT COMPANY DIRECTORSHIPS HELD BY NOMINEE DURING THE PAST 5 YEARS
INDEPENDENT TRUSTEES
ENRIQUE R. ARZAC† (1941)	Trustee and Chairman of the Audit Committee	2010 to present	Professor of Finance and Economics at the Graduate School of Business, Columbia University since 1971 (Professor Emeritus since 2015).	2	Director of Adams Diversified Equity Fund; Director of Adams Natural Resources Fund; Director of Credit Suisse Asset Management Funds (investment companies) from 1990 to 2017; Director of Aberdeen Asset Management-advised Funds ( investment companies) from 2009- 2018; Director of Credit Suisse Next Investors, LLC (private investment company); Director of Credit Suisse Park View BDC, Inc. (private business development company) from 2015 to 2017; Director of ETF Securities USA LLC (investment company) since April 2018

 

 

 

NAME, ADDRESS AND AGE	POSITION(S) WITH THE TRUSTS	TERM OF OFFICE(1) AND LENGTH OF TIME SERVED	PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS	PORTFOLIOS IN FUND COMPLEX OVERSEEN BY NOMINEE	OTHER PUBLIC COMPANY AND INVESTMENT COMPANY DIRECTORSHIPS HELD BY NOMINEE DURING THE PAST 5 YEARS
LAURENCE R. SMITH (1958)	Trustee	January 2020 to present	Chairman, CEO, CIO and Founder, Third Wave Global Investors (investment management) (2004-present); Board Member, Amplified Technology Holdings (financial technology) (2017-present).	2	None
KEITH M. SCHAPPERT (1951)	Trustee and Chairman of the Board and Chairman of the Nominating and Governance Committee	Trustee (2010 to present); Chairman of the Board (January 2019 to present)	President of Schappert Consulting LLC (investment industry consulting) since 2008.	5	Director of The Commonfund (investment management); Director of Calamos Asset Management, Inc. (investment management) from August 2012 to March 2017; Director of the Angel Oak Funds Trust (investment management); Director of Metropolitan Series Fund, Inc. from August 2009 to June 2015 (investment management); Director of Met Investors Series Trust from April 2012 to June 2015 (investment management)

(1) Each Trustee holds office until he or she resigns, is removed or dies. If elected, Ms. Oh’s term of office will commence on January 1, 2022.

‡ Mr. Arzac is expected to retire from the Board as of January 1, 2022.

 

 

The Trust’s Leadership Structure

 

The business and affairs of the Trust are managed under the oversight of the Board, subject to the laws of the State of Delaware and the Trust’s Agreement and Declaration of Trust. The Board is responsible for deciding matters of overall policy and overseeing the actions of the Trust’s service providers. The officers of the Trust conduct and supervise the Trust’s daily business operations.

 

The Board is currently comprised of four individuals (each, a “Trustee”), three of whom are not “interested persons” (as that term is defined in the 1940 Act) of the Trust (each, an “Independent Trustee” and collectively, the “Independent Trustees”). Mr. Keith M. Schappert, an Independent Trustee, acts as Chairman of the Board (the “Chairman”). The Independent Trustees have retained independent legal counsel to assist them in their duties. The Chairman’s duties include presiding at meetings of the Board and interfacing with management to address significant issues that may arise between regularly scheduled Board and Committee meetings. In the performance of his duties, the Chairman consults with the other Independent Trustees and the Trust’s officers and legal counsel, as appropriate. The Chairman may perform other functions as requested by the Board from time to time.

 

The Board meets as often as necessary to discharge its responsibilities. The Board conducts regular, meetings at least four times a year, and may hold special meetings as necessary to address specific issues that require attention prior to the next regularly scheduled meeting. The Board also relies on professionals, such as the Trust’s independent registered public accounting firm and legal counsel, to assist the Trustees in performing their oversight responsibilities. Since June 2020, in accordance with the exemptive relief issued by the Securities and Exchange Commission, the Board has conducted its meetings virtually due regulations and restrictions related to the COVID-19 coronavirus pandemic.

 

The Board has established two standing committees – the Audit Committee and the Nominating and Governance Committee. The Board may establish other committees, or nominate one or more Trustees to examine particular issues related to the Board’s oversight responsibilities, from time to time. Each Committee meets periodically to perform its delegated oversight functions and reports its findings and recommendations to the Board. For more information on the Committees, see the section “Standing Board Committees,” below.

 

 

The Board has determined that this leadership structure, including the role of the Chairman being fulfilled by an Independent Trustee, is appropriate because it allows the Board to effectively perform its oversight responsibilities.

 

Risk Oversight

 

The Board of Trustees performs its risk oversight function for the Trust through a combination of (1) direct oversight by the Board as a whole and Board committees and (2) indirect oversight through the Adviser, the sub-adviser and other service providers, Trust officers and the Trust’s Chief Compliance Officer. The Trust is subject to a number of risks, including but not limited to investment risk, compliance risk, operational risk, reputational risk, credit risk and counterparty risk. Day-to-day risk management with respect to the Funds is the responsibility of the Adviser, the sub-adviser or other service providers (depending on the nature of the risk) that carry out the Trust’s investment management and business affairs. Each of the Adviser, the sub-adviser and the other service providers have their own independent interest in risk management and their policies and methods of risk management depends on their functions and business models and may differ from the Trust’s and each other’s in the setting of priorities, the resources available or the effectiveness of relevant controls.

 

The Board provides oversight by receiving and reviewing on a regular basis reports from the Adviser, the sub-adviser or other service providers, receiving and approving compliance policies and procedures, periodic meetings with the Trust’s portfolio managers to review investment policies, strategies and risks, and meeting regularly with the Trust’s Chief Compliance Officer to discuss compliance reports, findings and issues. The Board also relies on the Adviser, the sub-adviser and other service providers with respect to the day-to-day activities of the Trust, to create and maintain procedures and controls to minimize risk and the likelihood of adverse effects on the Trust’s business and reputation.

 

Board oversight of risk management is also provided by various Board committees. For example, the Audit Committee meets with the Trust’s independent registered public accounting firm to ensure that the Trust’s audit scope includes risk-based considerations as to the Trust’s financial position and operations.

 

The Board may, at any time and in its discretion, change the manner in which it conducts risk oversight. The Board’s oversight role does not make the Board a guarantor of the Trust’s investments or activities.

 

 

Trustee and Nominee Experience, Qualifications and/or Skills

 

The Board believes that the significance of each Trustee’s and Nominee’s experience, qualifications, attributes or skills is an individual matter (meaning that experience that is important for one Trustee or Nominee may not have the same value for another) and that these factors are best evaluated at the Board level, with no single Trustee or Nominee, or particular factor, being indicative of a Board’s effectiveness. The Board has determined that each Trustee and Nominee is qualified to serve as a Trustee of the Trust based on a review of the experience, qualifications, attributes and skills of each person. In reaching this determination, the Board has considered a variety of criteria, including, among other things: character and integrity; ability to review critically, evaluate, question and discuss information provided and exercise effective business judgment in protecting shareholder interests; and willingness and ability to commit the time necessary to perform the duties of a Trustee. Each Trustee’s and Nominee’s ability to perform his/her duties effectively is evidenced by his/her experience in one or more of the following fields: management in the investment management industry; management or board experience with companies in other fields, non-profit entities or other organizations; educational background and professional training; or experience as a Trustee of the Trust, as applicable.

 

Each Trustee and Nominee possesses extensive additional experience, skills and attributes relevant to his/her qualifications to serve as a Trustee. The cumulative background of each Trustee and Nominee led to the conclusion that each Trustee and Nominee should serve as a Trustee for the Trust. Mr. Enrique Arzac has over 35 years of business and consulting experience in the areas of finance, trade and economics and academic experience as a professor of finance and economics. Mr. Arzac also currently serves on the boards of directors of other registered investment companies and has served on the boards of directors of an investment management and investment advisory services company and other registered investment companies. Mr. Keith M. Schappert has over 40 years of business and consulting experience in the area of investment management. He currently serves and has served on the boards of directors of other registered investment companies and on the board of trustees of investment management firms. Mr. Joon Hyuk Heo has over 16 years of experience in the investment management industry, specifically in the areas of portfolio management, strategy and research. He is Chief Executive Officer and Head of Global Fixed Income Investments of Mirae Asset USA. Mr. Laurence R. Smith has over 35 years of business experience in the finance and investment management industries. Mr. Smith is currently on the board of a financial technology company specializing in alternative investments and is also Chief Executive Officer, CIO and founding partner of a private investment management firm.  Mr. Smith has also previously been the President and CIO of a number of open- and closed-end funds.  Mr. Smith previously held senior executive officer positions at two leading global investment management firms. Ms. Susan Oh has over 30 years of management and consulting experience in the investment management industry. Ms. Oh previously held senior management positions at two global investment management firms and is currently the owner of a consulting firm. Ms. Oh also serves on the board of a non-profit organization and condominium association.

 

Other Board Information

 

The Trust’s Declaration of Trust does not provide for the annual election of Trustees. However, in accordance with the 1940 Act, the Trust will hold a shareholders’ meeting for the election of Trustees at such times as less than a majority of the Trustees holding office have been elected by shareholders.

 

It is expected that the Board will meet at least quarterly at regularly scheduled meetings. During the recent fiscal year ended April 30, 2021, the Board met six times. The incumbent Trustees attended 100% of the meetings of the Board held during the last fiscal year.

 

 

Since the Trust does not hold annual shareholder meetings, the Board does not have a policy with regard to Trustee attendance at such meetings.

 

Executive Officers

 

Officers of the Trust are appointed by the Board to oversee the day-to-day activities of each Fund of the Trust. Information about the executive officers of the Trust, including their principal occupations during the past five years, is set forth in Exhibit A. Certain of these officers are also officers of the Adviser or officers and/or employees of Citi Fund Services, Inc., the Funds’ administrator (“Citi”).

 

Share Ownership By Trustees Nominees and Executive Officers

 

As of the Record Date, the Trustees, Nominees and executive officers of the Trust beneficially owned, individually and collectively as a group, less than 1% of the outstanding shares of each class of each Fund, respectively.

 

The following table sets forth the aggregate dollar range of equity securities owned by each Trustee and Nominee of each Fund solicited by this Proxy Statement and of all Funds in the Trust as of December 31, 2020. The information as to beneficial ownership is based on statements furnished by each Trustee and Nominee.

 

Trustees			Emerging Markets Fund			EM Great Consumer Fund		Aggregate Dollar Range of Shares Owned of All Series of the Trust
Independent Trustees:
Enrique R. Arzac			None			$10,001-$50,000		$10,001-$50,000
Keith M. Schappert			None			$10,001-$50,000		$10,001-$50,000
Laurence R. Smith			None			None		None
Interested Trustee and Nominee
Joon Hyuk Heo*			None			None		None
Independent Nominee
Susan Oh†			None			None		None

 

	*	Dr. Lee is currently a Trustee of the Trust and an incumbent Nominee.
	†	Ms. Oh is not an incumbent Nominee and will be considered to be an Independent Nominee. Information provided is as of June 30, 2021.

 

 

Trustee Compensation

 

Each Independent Trustee is paid as compensation an annual retainer of $62,000 paid quarterly for his/her services as a Trustee of the Trust. The Chairman of the Board is paid an additional annual retainer of $7,500 paid quarterly, the Chairman of the Audit Committee is paid an additional annual retainer of $2,500 paid quarterly and the Chairman of the Nominating and Governance Committee is paid an additional annual retainer of $2,500 paid quarterly. Each Independent Trustee is reimbursed for his/her out-of- pocket expenses in accordance with a Board policy on travel and other business expenses relating to his/her attendance at Board and Committee meetings.

 

The following Compensation Table sets forth the total compensation paid to the Trustees from the Fund Complex for the fiscal year ended April 30, 2021.

 

Name of Person, Position		Emerging Markets Fund				Emerging Markets Great Consumer Fund				Pension or Retirement Benefits Accrued as Part of Fund Expenses		Estimated Annual Benefits Upon Retirement		Aggregate Compensation From The Fund Complex
Enrique R. Arzac1		$	3,552			$	62,375			None		None		$	66,375
Laurence R. Smith		$	3,313			$	58,272			None		None		$	62,000
Keith M. Schappert2		$	4,059			$	71,178			None		None		$	75,750
Joon Hyuk Heo3			None				None			None		None			None
Susan Oh4			None				None			None		None			None

 

	(1)	Includes compensation as Audit Committee Chairman.
	(2)	Includes compensation as Nominating and Governance Committee Chairman and as Board Chairman.
	(3)	Mr. Heo, an Interested Trustee and an incumbent Nominee, is not compensated from the Funds for his service as an Interested Trustee.
	(4)	Ms. Oh is a non-incumbent Nominee and was not a Trustee of the Board during the fiscal year ended April 30, 2021.

 

Standing Board Committees

 

The Trust has an Audit Committee and a Nominating and Governance Committee (the “Governance Committee”). Each of the Audit Committee and the Governance Committee consists of all the Independent Trustees, namely Enrique R. Arzac, Laurence R. Smith and Keith M. Schappert.

 

Mr. Enrique R. Arzac serves as Chairman of the Audit Committee. In accordance with its written charter, the Audit Committee’s primary purposes are to assist the Board in fulfilling its responsibility for oversight of the integrity of the accounting, auditing and financial reporting practices of the Funds, the qualifications and independence of the Funds’ independent registered public accounting firm, and the Funds’ compliance with legal and regulatory requirements. The Audit Committee reviews the scope of the Funds’ audits, the Funds’ accounting and financial reporting policies and practices and its internal controls. The Audit Committee approves, and recommends to the Independent Trustees for their ratification, the selection, appointment, retention or termination of the Funds’ independent registered public accounting firm and approves the compensation of the independent registered public accounting firm. The Audit Committee also approves all audit and permissible non-audit services provided to the Funds by the independent registered public accounting firm and all permissible non-audit services provided by the Funds’ independent registered public accounting firm to each Fund’s Investment Manager and any affiliated service providers if the engagement relates directly to the Funds’ operations and financial reporting. During the Trust’s fiscal year ended April 30, 2021, the Audit Committee met two times.

 

 

Mr. Keith M. Schappert serves as Chairman of the Governance Committee. The Governance Committee will accept nominees recommended by each Fund’s shareholders when a vacancy becomes available. Shareholders who wish to recommend a nominee should send recommendations to the Trust’s Secretary that include all information relating to such person that is required to be disclosed in solicitations of proxies for the election of Trustees. A recommendation must be accompanied by a written consent of the individual to stand for election if nominated by the Board and to serve if elected by the shareholders. During the Trust’s fiscal year ended April 30, 2021, the Governance Committee met two times. A copy of the Trust’s Governance Committee charter is attached to this proxy statement as Exhibit B.

 

Shareholder Approval

 

Election of the Nominees as Trustees must be approved by a plurality of the votes cast in person or by proxy at the Special Meeting of the Trust if a quorum exists. One-third (1⁄3) of the shares of the Trust, outstanding on the Record Date, present in person or represented by proxy constitutes a quorum for the transaction of business for the Trust with respect to the proposal. The votes cast in person or by proxy with respect to each Fund of the Trust will be counted together with respect to the election of the Nominees for the Trust.

 

THE BOARDS OF TRUSTEES RECOMMEND A VOTE “FOR” THE ELECTION

OF EACH OF THE NOMINEES TO THE BOARD OF TRUSTEES OF THE TRUST.

 

 

GENERAL INFORMATION ABOUT THE FUNDS

 

Management and Other Service Providers

 

Set forth below is a description of the service providers of the Trust.

 

Investment Adviser

 

Mirae Asset Global Investments (USA) LLC (the “Adviser”), 625 Madison Avenue, 3rd Floor, New York, New York 10022, is the investment manager for each of the Funds. The Adviser, an investment adviser registered under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), was organized in 2008 to provide investment advisory services for investment companies and other clients. The Adviser is indirectly majority-owned by Mirae Asset Global Investment Co., Ltd (“Mirae Asset Korea”) and indirectly minority-owned by Mirae Asset Global Investments (Hong Kong) Ltd. (“Mirae Asset Hong Kong”). As of June 30, 2021, the Adviser had approximately $7.85 billion in assets under management.

 

Investment Sub-Adviser

 

The Adviser has retained Mirae Asset Hong Kong to act as a sub-adviser for the Funds. Mirae Asset Hong Kong, Level 15, Three Pacific Place, 1 Queen’s Road East, Hong Kong, an investment adviser registered under the Advisers Act, was established in December 2003 and engages in portfolio management activities primarily for individuals, institutional investors and investment trusts. Mirae Asset Hong Kong is wholly owned by Mirae Asset Korea. As of April 30, 2021, Mirae Asset Hong Kong had approximately $11.9 billion in assets under management.

 

Distributor

 

Funds Distributor, LLC, located at Three Canal Plaza, Suite 100, Portland, Maine 04101, the Trust’s principal underwriter (the “Distributor”), acts as the Funds’ distributor in connection with the offering of the Funds’ shares. The Distributor may enter into arrangements with banks, broker-dealers or other financial institutions through which investors may purchase or redeem shares.

 

Administrator

 

Citi Fund Services Ohio, Inc. (“Citi”), located at 4400 Easton Commons, Suite 200, Columbus, Ohio 43219, acts as the administrator and fund accounting agent for the Funds pursuant to a services agreement by and between the Trust and Citi. In connection with its role as fund accounting agent, Citi performs record maintenance, accounting, financial statement and regulatory filing services for each Fund.

 

 

Custodian

 

Citibank, N.A. (in its capacity as the custodian, the “Custodian”), with its principal offices at 111 Wall Street, New York, New York 10005, serves as the Trust’s custodian pursuant to a Global Custodial Services Agreement (the “Custodian Agreement”). Pursuant to the Custodian Agreement, the Custodian attends to the collection of principal and income, and payment for and collection of proceeds of securities bought and sold by the Funds.

 

Transfer Agency

 

FIS Investor Services LLC., with its principal offices at 4249 Easton Way, Suite 400, Columbus, Ohio 43219, serves as the Trust’s transfer and dividend-disbursing agent (in its capacity as the transfer and dividend-disbursing agent, the “Transfer Agent”) pursuant to a transfer agency services agreement (the “TA Services Agreement”). Pursuant to the TA Services Agreement, the Transfer Agent performs bookkeeping, data processing and administrative services for the maintenance of shareholder accounts.

 

Independent Auditors

 

Cohen & Company, Ltd. (“Cohen”), 1350 Euclid Avenue, Suite 800, Cleveland, Ohio 44115, has been selected as independent auditors of the Trust for the current fiscal year. Cohen, in accordance with Public Company Accounting Oversight Board Rule 3526, has confirmed to the Audit Committee that they are independent auditors with respect to the Trust. Representatives of Cohen will not be present at, or available by telephone during the Special Meeting, and will not have the opportunity to make a statement.

 

Certain information concerning the fees and services provided by Cohen to the Trust and to the Adviser and its affiliates for the two most recently completed fiscal years of the Trust is provided below. For purposes of the following information, the Adviser, and any entity controlling, controlled by or under common control with the Adviser that provides ongoing services to the Trust, are referred to as “Service Affiliates.” The Audit Committee is responsible for the appointment, compensation, retention and oversight of Cohen. The Audit Committee is required to pre-approve all audit and permitted non-audit services performed by Cohen for the Funds in accordance with the Audit Committee Charter and the 1940 Act and makes a determination with respect to Cohen’s independence each year. For the Reporting Periods (as defined below), none of the services provided to the Trust or Service Affiliates described under “Audit-Related Fees,” “Tax Fees,” and “All Other Fees” were approved by the Audit Committee pursuant to the de minimis exception to the pre-approval requirements.

 

(1)

Audit Fees. The aggregate fees billed to the Trust for each of the last two fiscal years for the Trust (the “Reporting Periods”) for professional services rendered by Cohen for the audit of the Trust’s annual financial statements, or services that are normally provided by Cohen in connection with the statutory and regulatory filings or engagements, were as follows:

 

Fiscal Year Ended			Audit Fees
4/30/2021			$	25,000
4/30/2020			$	37,500

 

 

(2)

Audit-Related Fees. The aggregate fees billed to the Trust during the Reporting Periods for assurance and related services by Cohen that were reasonably related to the performance of the annual audit or review of the Trust’s financial statements (and not reported above), were as follows:

 

Fiscal Year Ended			Audit Fees
4/30/2021			$	0
4/30/2020			$	0

 

(3)

Tax Fees. The aggregate fees billed to the Trust during the Reporting Periods for professional services rendered by Cohen for tax compliance, tax advice and tax planning (“Tax Services”), were as follows:

 

Fiscal Year Ended			Tax Fees
4/30/2021*			$	7,000
4/30/2020			$	10,500

 

*The Trust was billed an additional $4,000 for services rendered by Cohen in relation to the preparation of the final tax return of the Asia Fund, which liquidated in June 2020.

 

These services consisted of the review or preparation of U.S. federal, state, local and excise tax returns. There were no fees billed during the Reporting Periods for Tax Services by Cohen to Service Affiliates.

 

(4)

All Other Fees. There were no fees billed for the Reporting Periods for products and services provided by Cohen to the Trust, other than the services reported above.

 

(5)

Aggregate Non-Audit Fees. The aggregate non-audit fees billed by Cohen for services rendered to the Trust and to the Service Affiliates for the Reporting Periods were $0 in 2021 and $0 in 2020, respectively. The Audit Committee has considered whether non-audit services provided by Cohen to the Trust and to the Service Affiliates are compatible with maintaining the independence of Cohen in its audit of the Trust and has determined that they are so compatible.

 

OTHER INFORMATION

 

Other Business

 

The Board does not intend to present any other business at the Special Meeting. If, however, any other matters are properly brought before the Special Meeting, the persons named in the accompanying form of proxy will vote thereon in accordance with their judgment.

 

 

 

 

The Trust does not hold annual shareholder meetings. Any shareholder proposal intended to be presented at any future meeting of shareholders must be received by the Trust at its principal office by a reasonable time before the commencement of the solicitation of proxies for such meeting. This will ensure that such proposal is considered for inclusion in the proxy statement relating to the meeting. Whether a proposal is included in a proxy statement will be determined in accordance with applicable federal and state laws.

 

Shareholders who wish to communicate with the Board should send communications to the attention of the Secretary of the Trust, 625 Madison Avenue, 3^rd Floor, New York, NY 10022, and communications will be directed to the Trustee or Trustees indicated in the communication or, if no Trustee or Trustees are indicated, to the Chairman of the Board.

 

Voting Information

 

This Proxy Statement is furnished in connection with a solicitation of proxies by the Board to be used at the Special Meeting or any adjournment(s) or postponement(s) thereof. This Proxy Statement, along with a Notice of the Special Meeting and Proxy Card, is first being mailed to shareholders of the Trust on or about October 18, 2021. Only shareholders of record as of the close of business on the Record Date, October 8, 2021, will be entitled to notice of, and to vote at, the Special Meeting or any adjournment(s) or postponement(s) thereof. If the enclosed form of Proxy Card is properly executed and returned (or your vote is cast through the web site or over the telephone as indicated on the Proxy Card) in time to be voted at the Special Meeting or any adjournment(s) or postponement(s) thereof, the proxies named therein will vote the shares represented by the proxy in accordance with the instructions marked thereon. Also, you may vote in person at the Special Meeting. A proxy may be revoked at any time before or at the Special Meeting or any adjournment(s) or postponement(s) thereof by written notice to the Secretary of the Trust at the address on the cover of the Proxy Statement or by attending and voting at the Special Meeting or any adjournment(s) or postponement(s) thereof. Unless revoked, all valid and executed proxies will be voted in accordance with the specifications thereon or, in the absence of such specifications, FOR the election of the two Nominees as Trustees.

 

If you have questions, please call 1-888-626-0988 between 9:00 a.m. and 10:00 p.m. Monday through Friday (Eastern Time).

 

Quorum and Voting Requirement

 

One-third (1/3) of the shares of the Trust, outstanding on the Record Date, present in person or represented by proxy, constitutes a quorum for the transaction of business with respect to the proposal to elect the Nominees as Trustees of the Trust. The Nominees for election as Trustees at the Special Meeting must be approved by a plurality of the votes cast in person or by proxy for the Trust if a quorum exists. Shareholders of the Trust are being asked to vote on the proposal, and if the Nominees are not elected, the Trustees will consider what other actions to take in the best interest of the Funds.

 

 

Adjournments

 

If a quorum is not present in person or by proxy at the time the Special Meeting is called to order, the persons named as proxies may vote those proxies that have been received to adjourn the Special Meeting to a later date. If a quorum is present but there are not sufficient votes in favor of the proposal, the persons named as proxies may propose one or more adjournments of the Special Meeting to permit further solicitation of proxies concerning the proposal. Any such adjournment will require an affirmative vote by the holders of a majority of the shares of the Trust present in person or by proxy at the Special Meeting. Any adjourned session may be held without further notice. In determining whether to adjourn the Special Meeting, the following factors may be considered: the percentage of votes actually cast, the percentage of negative votes actually cast, the nature of any further solicitation and the information to be provided to shareholders with respect to the reasons for the solicitation. The persons named as proxies will vote upon such adjournment after considering the best interests of all shareholders of each of the Funds.

 

Effect of Abstentions and Broker “Non-Votes”

 

For purposes of determining the presence of a quorum for transacting business at the Special Meeting or any adjournment(s) or postponement(s) thereof, executed proxies marked as abstentions and broker “non-votes” (that is, proxies from brokers or nominees indicating that such persons have not received instructions from the beneficial owner or other persons entitled to vote shares on a particular matter with respect to which the brokers or nominees do not have discretionary power) will be treated as shares that are present for quorum purposes but which have not been voted. As a result, abstentions and broker “non-votes” will have no effect on the proposal to elect the Nominees, for which the required vote is a plurality of votes cast.

 

Expenses

 

The costs of the Special Meeting, including printing, mailing, solicitation, including the costs of any third party proxy solicitor, vote tabulation, legal fees and out-of-pocket expenses are estimated to be approximately $24,000. Each Fund will bear its allocable portfolio of these expenses. The Funds will also reimburse brokers, nominees and similar record holders for their reasonable expenses incurred in connection with forwarding proxy materials to beneficial owners. Any costs related to any adjournment(s) or postponement(s) thereof will also be paid by the Funds. Proxies are solicited by mail. Additional solicitations may be made by telephone, fax or personal contact by officers or employees of the Adviser and its affiliates or by proxy soliciting firms retained by the Trust. The Trust has retained a proxy solicitor, AST Fund Solutions, to assist in the solicitation of proxies.

 

 

Share Information

 

For each class of each Fund’s shares entitled to vote at the Special Meeting or any adjournment(s) or postponement(s) thereof, the number of shares outstanding as of the Record Date is as follows:

 

NAME OF FUND	NUMBER OF SHARES OUTSTANDING AND ENTITLED TO VOTE PER CLASS
Emerging Markets Fund	Class A Class C Class I	484,743 152,874 3,194,319
Emerging Markets Great Consumer Fund	Class A Class C Class I	2,852,124 1,140,924 82,385,433

 

All shareholders of the Funds of the Trust will vote together in the aggregate and not separately by Fund or by class.

 

Fund Shares Owned by Certain Beneficial Owners

 

For a list of persons or entities that owned beneficially or of record 5% or more of the outstanding shares of a class of each of the Funds as of the Record Date, please refer to Exhibit C.

 

 

EXHIBIT A

 

Current Executive Officers of the Trusts

 

NAME, ADDRESS, AGE	POSITION(S) HELD WITH FUNDS	TERM OF OFFICE AND LENGTH OF TIME SERVED*	PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS
Joon Hyuk Heo (1974)	President	December 2019 to present	Chief Executive Officer and Chief Investment Officer of Mirae Asset Global Investments (USA) LLC since December 2019  and Head of Global Fixed Income Investments since May 2011.
Thomas N. Calabria (1968)	Secretary   Chief Compliance Officer	August 2016 to present   February 2017 to present	Chief Compliance Officer of Mirae Asset Global Investments LLC since May 2014 and Horizons ETFs Management (US) LLC from February 2017 to March 2019; Chief Compliance Officer of Horizons ETFs Management (USA) LLC from May 2014 to February 2017.
Joel Engle (1965)	Treasurer	2010 to present	Senior Vice President of Citi Fund Services Ohio, Inc. since December 2007.

 * Each officer holds office for a one-year term and until their respective successors are chosen and qualified, or until such officer dies or resigns.

 

 

EXHIBIT B

 

MIRAE ASSET DISCOVERY FUNDS

 

NOMINATING AND GOVERNANCE COMMITTEE CHARTER

 

The Board of Trustees (the “Board”) of Mirae Asset Discovery Funds (the “Trust”), and its individual series (each a “Fund” and together, the “Funds”), has adopted this Charter to govern the activities of the Nominating and Governance Committee (the “Committee”) of the Board.

 

1.

The Committee shall be composed entirely of members of the Board who are not affiliated with the Trust’s investment adviser or principal underwriter.

 

2.

The functions of the Committee are:

 

(a)

To make nominations for independent trustee membership on the Board of Trustees when necessary and to consider candidates proposed for the Board of Trustees by shareholders of the Funds. Potential nominees may be considered in light of their professional experience, education, skill and other individual qualities and attributes that contribute to Board heterogeneity;

 

(b)

To review periodically Board governance practices and procedures and any recommendations of the Chief Compliance Officer of the Funds relating thereto, and to recommend to the Board any changes it may deem appropriate;

 

(c)

To review annually independent trustee and committee member compensation and to recommend to the independent trustees any changes it may deem appropriate;

 

(d)

To review committee chair assignments and committee assignments on an annual basis;

 

(e)

To review on an annual basis the responsibilities and charter of each committee of the Board, whether there is continuing need for each committee, whether there is a need for additional committees of the Board, and whether committees should be combined or reorganized, and to make recommendations for any such action to the Board;

 

(f)

To plan and administer the Board’s annual self-evaluation process;

 

(g)

To consider the structure, operations and effectiveness of the Committee annually; and

 

(h)

If applicable, to evaluate on at least an annual basis the independence of counsel to the independent trustees, to make recommendations to the independent trustees regarding their determination of such counsel’s status as an “independent legal counsel” under applicable Securities and Exchange Commission rules, and to supervise such counsel.

 

 

 

3.

The Committee shall meet at least twice a year and at such other times as circumstances dictate. Minutes shall be kept of the Committee’s meetings.

 

(a)

The Committee will meet (1) at the June meeting to conduct the Board’s and committees’ annual self-evaluation and perform the independent legal counsel determination and (2) at the September meeting to review independent trustee and committee member compensation and perform the annual review of this Charter.

 

4.

The Committee shall have the resources and authority appropriate to discharge its responsibilities, including authority to retain special counsel and other experts or consultants at the expense of the appropriate Fund.

 

5.

The Committee shall review this Charter at least annually and recommend to the Board any changes it deems appropriate.

 

Amended: September 19-20, 2011

 

 

EXHIBIT C

 

Principal Shareholders of the Funds

 

Principal Holders of Securities. As of the Record Date the following person(s) owned of record, or were known by the Funds to own beneficially, 5% or more of any class of the Funds’ shares.

 

Fund/Class		Number of Shares				Percent of the Class Held by the Shareholder
EMERGING MARKETS FUND-CLASS I MORGAN STANLEY SMITH BARNEY LLC* 2000 WESTCHESTER AVE LD PURCHASE NY 10577			905,400				28.35	%
EMERGING MARKETS FUND-CLASS I RAYMOND JAMES & ASSOCIATES, INC.* 880 CARILLON PARKWAY ST. PETERSBURG, FL 33733-2749			518,193				16.22	%
EMERGING MARKETS FUND-CLASS I GERLACH CO LLC* 3800 CITIGROUP CENTER BUILDING B3-14 TAMPA FL 33610			421,916				13.21	%
EMERGING MARKETS FUND-CLASS I LPL FINANCIAL CORPORATION* 75 STATE STREET, 24TH FLOOR BOSTON, MA 02109			267,196				8.37	%
EMERGING MARKETS FUND-CLASS I RAYMOND JAMES & ASSOCIATES, INC.* 880 CARILLON PARKWAY ST. PETERSBURG, FL 33733-2749			160,125				5.01	%
EMERGING MARKETS FUND-CLASS A MORGAN STANLEY SMITH BARNEY LLC* 2000 WESTCHESTER AVE LD PURCHASE NY 10577			403,373				83.21	%
EMERGING MARKETS FUND-CLASS C MORGAN STANLEY SMITH BARNEY LLC* 2000 WESTCHESTER AVE LD PURCHASE NY 10577			92,414				60.45	%
EMERGING MARKETS FUND-CLASS C UBS FINANCIAL SERVICES* C/O CENTRAL DEPOSIT/MUTUAL FUNDS 1000 HARBOR BOULEVARD, 7TH FLOOR WEEHAWKEN, NJ 07086-6727			10,478				6.85	%
EMERGING MARKETS GREAT CONSUMER FUND-CLASS I MORGAN STANLEY SMITH BARNEY LLC* 2000 WESTCHESTER AVE LD PURCHASE NY 10577			21,419,837				25.99	%

 

 

Fund/Class		Number of Shares				Percent of the Class Held by the Shareholder
EMERGING MARKETS GREAT CONSUMER FUND-CLASS I NATIONAL FINANCIAL SERVICES LLC* NEWPORT OFFICE CENTER III 5TH FLOOR 499 WASHINGTON BOULEVARD JERSEY CITY NJ 07310			11,321,203				13.74	%
EMERGING MARKETS GREAT CONSUMER FUND-CLASS I AMERIPRISE FINANCIAL SERVICES, INC.* 570 AMERIPRISE FINANCIAL CENTER MINNEAPOLIS, MN 55474			10,905,631				13.23	%
EMERGING MARKETS GREAT CONSUMER FUND-CLASS I PERSHING LLC* ONE PERSHING PLAZA PRODUCT SUPPORT, 14TH FLOOR JERSEY CITY, NJ 07399			7,304,814				8.86	%
EMERGING MARKETS GREAT CONSUMER FUND-CLASS I SEI PRIVATE TRUST COMPANY* C/O UNION BANK ONE FREEDOM VALLEY DRIVE OAKS, PA 19456			4,593,753				5.57	%
EMERGING MARKETS GREAT CONSUMER FUND-CLASS I CHARLES SCHWAB & CO., INC.* 211 MAIN STREET SAN FRANCISCO, CA 94105			4,571,170				5.55	%
EMERGING MARKETS GREAT CONSUMER FUND-CLASS A MORGAN STANLEY SMITH BARNEY LLC* 2000 WESTCHESTER AVE LD PURCHASE NY 10577			840,069				29.35	%
EMERGING MARKETS GREAT CONSUMER FUND-CLASS A CHARLES SCHWAB & CO., INC.* 211 MAIN STREET SAN FRANCISCO, CA 94105			418,569				14.63	%
EMERGING MARKETS GREAT CONSUMER FUND-CLASS A LPL FINANCIAL CORPORATION* 75 STATE STREET, 24TH FLOOR BOSTON, MA 02109			213,566				7.46	%

 

 

Fund/Class		Number of Shares				Percent of the Class Held by the Shareholder
EMERGING MARKETS GREAT CONSUMER FUND-CLASS A AMERIPRISE FINANCIAL SERVICES, INC.* 570 AMERIPRISE FINANCIAL CENTER MINNEAPOLIS, MN 55474			192,056				6.71	%
EMERGING MARKETS GREAT CONSUMER FUND-CLASS A UBS FINANCIAL SERVICES INC.* C/O CENTRAL DEPOSIT/MUTUAL FUNDS 1000 HARBOR BLVD 7TH FL WEEHAWKEN NJ 07086-6727			160,619				5.61	%
EMERGING MARKETS GREAT CONSUMER FUND-CLASS A UBS FINANCIAL SERVICES INC.* C/O CENTRAL DEPOSIT/MUTUAL FUNDS 1000 HARBOR BLVD 7TH FL WEEHAWKEN NJ 07086-6727			145,847				5.10	%
EMERGING MARKETS GREAT CONSUMER FUND-CLASS C MORGAN STANLEY SMITH BARNEY LLC* 2000 WESTCHESTER AVE LD PURCHASE NY 10577			439,999				38.57	%
EMERGING MARKETS GREAT CONSUMER FUND-CLASS C AMERIPRISE FINANCIAL SERVICES, INC.* 570 AMERIPRISE FINANCIAL CENTER MINNEAPOLIS, MN 55474			79,383				6.96	%

 

*Beneficial owner

 

 

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