UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(A)
14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant / X /
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Filed by a Party other than the Registrant / /
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Check the appropriate box:
/ /[ ] Preliminary Proxy Statement.Statement
/ /[ ] Confidential, for useFor Use of the Commission Only (as permitted by Rule 14a-6(e)(2)).
/ X /[X] Definitive Proxy Statement.Statement
/ /[ ] Definitive Additional Materials.Materials
/ /[ ] Soliciting Material Pursuant to § 240.14a-12.Section 240.14a-12
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Eaton Vance California Municipal Bond Fund
Eaton Vance California Municipal Income Trust
Eaton Vance Enhanced Equity Income Fund
Eaton Vance Enhanced Equity Income Fund II
Eaton Vance Floating-Rate 2022 Target Term Trust
Eaton Vance High Income 2021 Target Term Trust
Eaton Vance Limited Duration Income Fund
Eaton Vance Municipal Bond Fund
Eaton Vance Municipal Income TrusT
Eaton Vance Municipal Income 2028 Term Trust
Eaton Vance National Municipal Opportunities Trust
Eaton Vance New York Municipal Bond Fund
Eaton Vance Risk-Managed Diversified Equity Income Fund
Eaton Vance Short Duration Diversified Income Fund
Eaton Vance Tax-Managed Buy-Write Income Fund
Eaton Vance Tax-Managed Buy-Write Opportunities Fund
Eaton Vance Tax-Managed Buy-Write Strategy Fund
Eaton Vance Tax-Managed Diversified Equity Income Fund
Eaton Vance Tax-Advantaged Dividend Income Fund
Eaton Vance Tax-Managed Global Buy-Write Opportunities Fund
Eaton Vance Tax-Managed Global Diversified Equity Income Fund Eaton Vance Tax-Advantaged Global Dividend Income Fund
Eaton Vance Tax-Advantaged Global Dividend Opportunities Fund
(Name of Registrant as Specified in itsIts Charter)
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/ X /[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: ----------------------------------------------------------------------------------------------------------------------------------------------------------------- (2) Aggregate number of securities to which transaction applies: ----------------------------------------------------------------------------------------------------------------------------------------------------------------- (3) 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):
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/ /(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
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/ /[ ] 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 formForm or scheduleSchedule and the date of its filing.
Eaton Vance Closed-End Funds(1) Amount previously paid:
Two International Place-----------------------------------------------------------------------------------------------------------------------------------------------------------------
Boston, Massachusetts 02110(2) Form, Schedule or Registration Statement No.:
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November 25, 2020(3) Filing Party:
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Dear Shareholder:(4) Date Filed:
We cordially invite you to attend the joint special meeting of shareholders of the Eaton Vance Closed-End Funds listed herein (each, a “Fund” and, collectively, the “Funds”) scheduled to be held at the principal office of the Funds, Two International Place, Boston, Massachusetts 02110, on January 7, 2021 at 11:30 a.m. Eastern Time (the “Meeting”). The Meeting is being held to approve matters important to your Fund(s) relating to Morgan Stanley’s proposed acquisition of Eaton Vance Corp. (“EVC”).
On October 7, 2020, EVC, the parent company of the Funds’ investment adviser, Eaton Vance Management (“Eaton Vance”), entered into a definitive agreement with Morgan Stanley, a leading global financial services firm providing a wide range of investment banking, securities, wealth management, and investment management services, pursuant to which Morgan Stanley will acquire EVC, subject to the completion or waiver of various conditions (the “Transaction”). The Transaction may be deemed to cause each Fund’s current investment advisory agreement with Eaton Vance and the current investment sub-advisory agreements between Eaton Vance and Eaton Vance Advisers International Ltd. (“EVAIL”) or Parametric Portfolio Associates LLC (“Parametric”), with respect to certain Funds, to terminate in accordance with applicable law. In order to help ensure that each Fund’s operations continue uninterrupted upon consummation of the Transaction, we are asking shareholders of each Fund to approve a new investment advisory agreement and, as applicable, a new sub-advisory agreement. Each Fund’s Board of Trustees (the “Board”) has unanimously approved its new agreement(s). It is important to note that the investment advisory fee rate(s) of your Fund(s) under the new agreement(s) will not change as a result of the Transaction, that the Transaction is not expected to result in any change in the investment objective(s) or strategies of your Fund(s), and that the portfolio managers for your Fund(s) are expected to continue in such roles upon consummation of the Transaction.
As more fully described in the enclosed Proxy Statement, the purpose of the Meeting is to seek your vote on the following matters relating to the Transaction: (i) the approval of a new investment advisory agreement with Eaton Vance and (ii) for certain Funds, the approval of a new investment sub-advisory agreement with either EVAIL or Parametric, as applicable.
The Boards have carefully considered each of these proposals and, as described more fully in the enclosed Proxy Statement, unanimously recommend that shareholders vote FOR each proposal. In particular, the Boards believe that approving the new investment advisory agreements with Eaton Vance and, as applicable, the new investment sub-advisory agreements with EVAIL and Parametric, is in the best interests of the Funds.
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Eaton Vance Limited Duration Income Fund
Eaton Vance National Municipal Opportunities Trust
Two International Place
Boston, Massachusetts 02110
November 23, 2022
Dear Shareholder:
You are cordially invited to attend the Annual Meeting of Shareholders (the “Annual Meeting”) of your Fund, which will be held in a hybrid format at the principal office of each Fund, Two International Place, Boston, Massachusetts 02110 and telephonically, on Thursday, January 12, 2023 at 11:30 a.m. (Eastern Time).
At this Annual Meeting you will be asked to consider the election of Trustees. The enclosed proxy statement contains additional information.
We hope that you will be able to attend the Annual Meeting. Whether or not you plan to attend and regardless of the number of shares you own, it is important that your shares be represented. WeI urge you to mark,complete, sign date, and maildate the enclosed proxy card and return it in the enclosed postage-paid envelope provided or to record your voting instructions by telephone or via the internet as soon as possible to ensureassure that your shares are represented at the Annual Meeting.
Your vote is important to us. We appreciate your consideration of these important matters. If you have questions about the proposals, please call our proxy information line at (800) 622-1569 or contact your financial intermediary.
Sincerely, yours,
/s/ Thomas E. Faust Jr.Eric A. Stein
Thomas E. Faust Jr.Eric A. Stein
President and Chief Executive Officer
Eaton Vance Management
YOUR VOTE IS IMPORTANT - PLEASE RETURN YOUR PROXY CARD PROMPTLY.
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It is important that your shares be represented at the Annual Meeting. Whether or not you plan to attend, you are requested to complete, sign and return the enclosed proxy card as soon as possible. You may withdraw your proxy if you attend the Annual Meeting and desire to vote at the Annual Meeting.
Table of Contents
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NOTICE OF JOINT SPECIAL MEETING OF SHAREHOLDERS
To be held on January 7, 2021
Eaton Vance California Municipal Bond Fund (EVM)
Eaton Vance California Municipal Income Trust (CEV)
Eaton Vance Enhanced Equity Income Fund (EOI)
Eaton Vance Enhanced Equity Income Fund II (EOS)
Eaton Vance Floating-Rate 2022 Target Term Trust (EFL)
Eaton Vance High Income 2021 Target Term Trust (EHT)
Eaton Vance Limited Duration Income Fund (EVV)
Eaton Vance Municipal Bond Fund (EIM)
Eaton Vance Municipal Income TrusT (EVN)
Eaton Vance Municipal Income 2028 Term Trust (ETX)
Eaton Vance National Municipal Opportunities Trust (EOT)
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be Held on Thursday, January 12, 2023: The Notice of Annual Meeting of Shareholders, Proxy Statement, Proxy Card and Shareholder Report are available on the Eaton Vance New York Municipal Bond Fund (ENX)website at https://funds.eatonvance.com/closed-end-fund-and-term-trust-documents.php.
Eaton Vance Risk-Managed Diversified Equity Income Fund (ETJ)
Eaton Vance Short Duration Diversified Income Fund (EVG)
Eaton Vance Tax-Managed Buy-Write Income Fund (ETB)
Eaton Vance Tax-Managed Buy-Write Opportunities Fund (ETV)
Eaton Vance Tax-Managed Buy-Write Strategy Fund (EXD)
Eaton Vance Tax-Managed Diversified Equity Income Fund (ETY)
Eaton Vance Tax-Advantaged Dividend Income Fund (EVT)
Eaton Vance Tax-Managed Global Buy-Write Opportunities Fund (ETW)
Eaton Vance Tax-Managed Global Diversified Equity Income Fund (EXG)
Eaton Vance Tax-Advantaged Global Dividend Income Fund (ETG)
Eaton Vance Tax-Advantaged Global Dividend Opportunities Fund (ETO)
(The Annual Meeting of Shareholders of each of the above registered investment companies, each a Massachusetts business trust (each, a “Fund” and collectively,together, the “Funds”)
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE MEETING OF THE FUNDS SCHEDULED TO BE HELD ON JANUARY 7, 2021: The notice of joint special meeting of shareholders, Proxy Statement, and the forms of proxy card are available at https://funds.eatonvance.com/closed-end-fund-and-term-trust-documents.php.
To the shareholders of the Funds:
The joint special meeting of shareholders of your Fund(s), will be held on January 7, 2021 at 11:30 a.m., Eastern Time,in a hybrid format at the principal office of the Funds,each Fund, Two International Place, Boston, Massachusetts 02110 (the “Meeting”)and telephonically, on Thursday, January 12, 2023 at 11:30 a.m. (Eastern Time), to considerfor the following proposals (each, a “Proposal”).purposes:
Proposals:
| To elect Trustees of each Fund as outlined below: | ||||
| a. | For Eaton Vance Limited Duration Income Fund: | |||
| (i) | three Class II Trustees, Thomas E. Faust Jr., Mark R. Fetting and Keith Quinton, to be elected by the holders of the Fund’s Common Shares and Auction Preferred Shares, voting together as a single class; and |
| (ii) | one Class II Trustee, Nancy A. Wiser, to be elected by the holders of the Fund’s Auction Preferred Shares, voting separately as a single class; and | |||
| b. | For Eaton Vance National Municipal Opportunities Trust, four Class II Trustees, Cynthia E. Frost, Keith Quinton, Susan J. Sutherland and Nancy A. Wiser, to | |||
| (2) | To consider and | |||
HoldersAlthough each Fund is holding a separate meeting, the meetings will be held concurrently. Shareholders of record of shareseach Fund will vote separately. Any such vote FOR or AGAINST a proposal will also authorize the persons named as proxies to vote accordingly FOR or AGAINST any such adjournment of the Funds listed above atAnnual Meeting of Shareholders.
The Board of Trustees of each Fund (the “Board”) has fixed the close of business on October 29, 2020 who have voting power with respectNovember 1, 2022 as the record date for the determination of the shareholders of a Fund entitled to such shares are entitlednotice of and to vote at the Annual Meeting and at any adjournments or postponements thereof. As part of our effort to maintain a safe and healthy environment at our Annual Meeting, we are pleased to offer our shareholders a hybrid meeting format. Subject to certain requirements discussed herein, shareholders may attend the Annual Meeting in person or telephonically.
If, as of November 1, 2022, you were a holder of record of Fund shares (i.e., you held Fund shares in your own name directly with the Fund) and you would like to be provided with the conference call dial-in information to participate in the Annual Meeting, you should email your full name and address to AST Fund Solutions, LLC (“AST”) at attendameeting@astfinancial.com and include the Fund name(s) in the subject line. You will then be provided with the conference call dial-in information and instructions for voting during the Annual Meeting. All requests to participate in the Annual Meeting telephonically must be received by AST no later than 3:00 p.m. Eastern Time on January 11, 2023.
If you are a record holder of Fund shares and plan to attend the Annual Meeting in person, you must show a valid photo identification (such as a driver’s license). Please call 1-800-262-1122 for information on how to obtain directions to be able to attend and vote at the Annual Meeting.
If, as of November 1, 2022, you held Fund shares through an intermediary (such as a broker-dealer) and wish to participate in and vote at the Annual Meeting, you will need to obtain a legal proxy from your intermediary reflecting the Fund name, the number of Fund shares you held and your name and email address. If you would like to be provided with the conference call dial-in information and instructions for voting during the Annual Meeting, you may forward an email from your intermediary containing the legal proxy or attach an image of the legal proxy to an email and send it to AST at attendameeting@astfinancial.com with “Legal Proxy” in the subject line. You will then be provided with the conference call dial-in information and instructions for voting during the Annual Meeting. All requests to participate in the Annual Meeting telephonically must be received by AST no later than 3:00 p.m. Eastern Time on January 11, 2023.
If you hold Fund shares through an intermediary and plan to attend and vote at the Annual Meeting in person, you will be required to show a valid photo identification, your authority to vote your shares (referred to as a “legal proxy”). As described above, you must contact your intermediary to obtain a legal proxy for your shares.
All shareholders may contact AST at attendameeting@astfinancial.com with any questions regarding how to attend the Annual Meeting telephonically, and an AST representative will contact you to answer your questions.
The Funds and the Funds’ Boards of Trustees (each a “Board” and, collectively, the “Boards”)Board are closely monitoring statements issued bydevelopments with respect to COVID-19 and the Centers for Disease Controladvice and Prevention (cdc.gov) and local authorities regarding the novel coronavirus disease, COVID-19.guidance of public health officials. For that reason, the Boards reserveBoard reserves the right to reconsider the date, time and/or means of convening the Meeting for one or more Funds.Annual Meeting. Subject to any restrictions imposed by applicable law, the BoardsBoard may choose to conduct the Annual Meeting of one or more Funds solely by means of remote communications, or may hold a “hybrid” meeting where some participants attend in person and others attend by means of remote communications. If the Boards chooseBoard chooses to change the date, time and/or means of convening the Annual Meeting, for a Fund, the Fund will publicly announce the decision to do so in advance, and details on how to participate will be issued by press release and filed with the U.S. Securities and Exchange Commission as additional proxy material.
This notice and the related proxy materials first Attendees are being mailedalso encouraged to shareholdersreview guidance from public health authorities on or about November 25, 2020. This proxy is being solicited on behalf of each Fund’s Board.this issue.
By Order of theeach Board of Trustees
/s/ Maureen A. GemmaJill R. Damon
Maureen A. GemmaJill R. Damon
Secretary
November 23, 2022
We urge youBoston, Massachusetts
IMPORTANT
Shareholders can help the Board of Trustees of their Fund(s) avoid the necessity and additional expense to mark, sign, date, and mailthe Funds of further solicitations by promptly returning the enclosed proxy cardproxy. The enclosed addressed envelope requires no postage if mailed in the postage-paid envelope provided or to recordUnited States and is intended for your voting instructions by telephone or via the internet so that your shares are represented at the Meeting.
November 25, 2020convenience.
PROXY STATEMENT
For the Joint Special Meeting of Shareholders
To be held on January 7, 2021
Eaton Vance California Municipal Bond Fund (EVM)
Eaton Vance California Municipal Income Trust (CEV)
Eaton Vance Enhanced Equity Income Fund (EOI)
Eaton Vance Enhanced Equity Income Fund II (EOS)
Eaton Vance Floating-Rate 2022 Target Term Trust (EFL)
Eaton Vance High Income 2021 Target Term Trust (EHT)
Eaton Vance Limited Duration Income Fund (EVV)
Eaton Vance Municipal Bond Fund (EIM)
Eaton Vance Municipal Income TrusT (EVN)
Eaton Vance Municipal Income 2028 Term Trust (ETX)
Eaton Vance National Municipal Opportunities Trust (EOT)
Eaton Vance New York Municipal Bond Fund (ENX)Two International Place
Eaton Vance Risk-Managed Diversified Equity Income Fund (ETJ)Boston, Massachusetts 02110
Eaton Vance Short Duration Diversified Income Fund (EVG)
Eaton Vance Tax-Managed Buy-Write Income Fund (ETB)
Eaton Vance Tax-Managed Buy-Write Opportunities Fund (ETV)
Eaton Vance Tax-Managed Buy-Write Strategy Fund (EXD)
Eaton Vance Tax-Managed Diversified Equity Income Fund (ETY)
Eaton Vance Tax-Advantaged Dividend Income Fund (EVT)
Eaton Vance Tax-Managed Global Buy-Write Opportunities Fund (ETW)
Eaton Vance Tax-Managed Global Diversified Equity Income Fund (EXG)
Eaton Vance Tax-Advantaged Global Dividend Income Fund (ETG)
Eaton Vance Tax-Advantaged Global Dividend Opportunities Fund (ETO)
(each, a “Fund” and, collectively, the “Funds”)
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General Information
PROXY STATEMENT
This Proxy Statementproxy statement is being furnished in connection with the solicitation of proxies by the BoardsBoard of Trustees of Eaton Vance Limited Duration Income Fund (the “Limited Duration Income Fund”) and Eaton Vance National Municipal Opportunities Trust (the “National Municipal Opportunities Trust”) (each, a “Board”“Fund” and collectively,together, the “Boards”“Funds”). The proxies will be voted at the Annual Meeting of the FundsShareholders of each Fund and at a meeting toany adjournments or postponements thereof (the “Annual Meeting”). The Annual Meeting will be held jointlyin a hybrid format on Thursday, January 12, 2023 at 11:30 a.m. (Eastern Time) at the principal office of the Funds,each Fund, Two International Place, Boston, Massachusetts 02110, on January 7, 2021 at 11:30 a.m. (Eastern Time), and at any and all adjournments or postponements thereof (the “Meeting”), at which shareholders of each Fundtelephonically, as discussed further herein. The Annual Meeting will be asked to approve a new investment advisory agreement with Eaton Vance Management (“Eaton Vance”) and shareholders of certain Funds will also be asked to approve a new investment sub-advisory agreement (each, a “Proposal” and, collectively,held for the “Proposals”).
This Proxy Statement, along with the enclosed Notice of Joint Special Meeting of Shareholders andpurposes set forth in the accompanying notice. This proxy cards,material is being mailed to shareholders on or about November 25, 2020. It explains what you should know before voting on the matters described herein. Please read it carefully and keep it for future reference.
Eaton Vance provides investment advisory and administrative services to each of the Funds. For some Funds, Eaton Vance provides investment advisory services pursuant to an investment advisory agreement and administrative services pursuant to a separate administrative services agreement. For other Funds, Eaton Vance provides investment advisory and administrative services pursuant to a single investment advisory and administrative agreement. For the purposes of this Proxy Statement, the term “investment advisory agreement” is, unless otherwise noted, used to refer to both types of agreements.
In addition, certain Funds have investment sub-advisory relationships with either Eaton Vance Advisers International Ltd. (“EVAIL”) or Parametric Portfolio Associates LLC (“Parametric”), each of which is an affiliate of Eaton Vance. For the purposes of this Proxy Statement, the term “investment sub-advisory agreement” is, unless otherwise noted, used to refer to agreements with EVAIL and agreements with Parametric.
It is important to note that implementation of the Proposals below is subject to the closing of the Transaction (as defined below). Should the Transaction not be completed as scheduled or at all, no Proposal would be implemented regardless of how shareholders vote.
Shareholders are not entitled to any appraisal rights or similar rights of dissenters in connection with either Proposal to be considered at the Meeting.
Questions and Answers
Q: Why am I being asked to vote?
A: On October 7, 2020, Eaton Vance Corp. (“EVC”), the parent company of Eaton Vance, each Fund’s investment adviser, entered into a definitive agreement and plan of merger (the “Merger Agreement”) with Morgan Stanley pursuant to which Morgan Stanley will acquire EVC and its affiliates, including Eaton Vance (the “Transaction”). The closing of the Transaction is subject to the completion or waiver of various conditions, and is expected to close in the second quarter of 2021 (the “Closing”).23, 2022.
The Transaction is relevant to your Fund(s) because Eaton Vance serves as investment adviser to the Funds. In addition, certain Funds have investment sub-advisory relationships with either EVAIL or Parametric, each of which is a subsidiary of EVC. Upon the Closing, Eaton Vance, EVAIL, and Parametric will become indirect wholly-owned subsidiaries of Morgan Stanley.
Upon the Closing, each Fund’s investment advisory agreement with Eaton Vance and, if applicable, investment sub-advisory agreement with EVAIL or Parametric may be deemed to automatically terminate. This is because the Investment Company Act of 1940, as amended (the “1940 Act”), which regulates investment companies such as the Funds, requires investment advisory and investment sub-advisory agreements to terminate automatically in the event of an assignment of the agreement.
Each Fund’s Board unanimously recommends that you approve a new investment advisory agreement with Eaton Vance and, if applicable, a new investment sub-advisory agreement with EVAIL or Parametric, to ensure that these entities will continue to serve as the Funds’ investment advisers and, if applicable, investment sub-advisers upon the Closing. In connection with the Transaction, Eaton Vance proposed, and each Fund’s Board
approved, certain updates to the provisions of its current investment advisory agreement with Eaton Vance and, if applicable, investment sub-advisory agreement with EVAIL or Parametric. This Proxy Statement describes the Transaction, the new investment advisory agreement and, if applicable, the new investment sub-advisory agreement for each Fund.
Q: How will the Transaction affect Eaton Vance, EVAIL, and Parametric?
A: Following the Closing, Eaton Vance is expected to operate as an indirect, wholly-owned subsidiary of Morgan Stanley and is expected to retain its existing portfolio management and other key personnel who provide services to the Funds. Further, EVAIL and Parametric are expected to maintain their respective portfolio management and other key personnel who provide services to the Funds.
Q: How will the Transaction potentially benefit my Fund?
A: It is expected that the Transaction will deliver long-term financial benefits for the Funds. The combined business of EVC and Morgan Stanley will offer a unique public and private market investment solution set to clients in the industry and is expected to have the resources to bring deep capital markets and value-added service excellence to EVC and its affiliates’ relationships. Approval of the new investment advisory and investment sub-advisory agreements will provide continuity of the investment program you selected through your investment in the Fund(s) and help to ensure that each Fund’s operations continue uninterrupted after the Closing.
Q: How does the proposed new investment advisory agreement differ from my Fund’s current investment advisory agreement?
A: While certain provisions have been updated, the proposed new investment advisory agreements with Eaton Vance are substantially similar to the current investment advisory agreements with Eaton Vance, and the proposed new investment sub-advisory agreements with EVAIL and Parametric are substantially similar to the current investment sub-advisory agreements with EVAIL and Parametric, respectively. The services that your Fund(s) will receive under the new investment advisory agreement and, if applicable, investment sub-advisory agreement are expected to be substantially similar to those it receives under the current investment advisory agreement and, if applicable, investment sub-advisory agreement.
The material differences between (i) the provisions of the proposed new investment advisory agreement and each Fund’s current investment advisory agreement and, if applicable, (ii) the provisions of the proposed new investment sub-advisory agreement and a Fund’s current investment sub-advisory agreement, are described in more detail within this Proxy Statement and in various Appendices to this Proxy Statement.
Q: Will my Fund’s contractual management fee rates increase?
A: No. As shown in Appendices A and B hereto, respectively, the investment advisory fee rates and the investment advisory and administrative services fee rates (referred to collectively as “management fee” rates) proposed for the Funds will remain the same as under their existing agreements. No sub-adviser will receive increased investment sub-advisory fees as a result of the Transaction, as shown in Appendix C.
Q: Will the new investment advisory agreement and the new investment sub-advisory agreements result in any changes in the portfolio management, investment objective(s), or investment strategy of my Fund?
A: No. The new agreements are not expected to result in any changes to any Fund’s investment objective(s) or investment strategy. Further, the portfolio managers for each Fund are expected to continue in such roles upon the Closing.
Q: Will one Proposal pass if the other Proposal is not approved?
A: The Proposals are subject to the Closing. If the Closing does not occur, the Proposals will be deemed null and the Boards will consider whether other appropriate actions are warranted. Proposal 1 is not contingent on the approval of Proposal 2. Proposal 2, with respect to a particular Fund, is contingent upon approval of Proposal 1 by shareholders of that Fund. If the shareholders of a given Fund do not approve Proposal 1, Proposal 2 will be deemed null with respect to that Fund and the Board of that Fund will then consider whether other appropriate actions, if any, are warranted.
Q: Will the Transaction be completed if this Proposal is not approved?
A: The Closing may take place even if shareholders of a Fund(s) do not approve the Proposal(s). If this should happen, the Board(s) of such Fund(s) would consider what additional actions to take, which could include continuing to solicit approval of a new investment advisory agreement and, as applicable, a new investment sub-advisory agreement. In addition, Eaton Vance could (and expects to) propose that the BoardTrustees of each Fund approve an interim investment advisory agreement and, as applicable, an interim investment sub-advisory agreement to permit continuity of management while solicitation continues. The terms of the interim investment advisory and sub-advisory agreements would be identical to those of the current agreements except for term and escrow provisions required by applicable law.
Q: How does the Board recommend that shareholders of each Fund vote on the Proposals?
A: Each Board unanimously recommends that you vote FOR each of Proposal 1 and, if applicable, Proposal 2.
Q: Who is asking for my vote?
A: The enclosed proxy card is solicited by the Board for use at the Meeting of each Fund to be held on January 7, 2021 and, if your Fund’s/Funds’ meeting is adjourned or postponed, at any later meetings held, as permitted by such Fund’s/Funds’ organizational documents, for the purposes stated in the Notice of Joint Special Meeting provided herewith. The Notice of Joint Special Meeting, the proxy cards and the Proxy Statement are expected to be mailed beginning on or about November 25, 2020.
Q: Who is eligible to vote?
A: Shareholders of record of each Fund at(the “Board”) has fixed the close of business on October 29, 2020 (the “Record Date”November 1, 2022 as the record date for the determination of the shareholders entitled to notice of and to vote at the meeting and any adjournments or postponements thereof. The number of Common Shares, $0.01 par value per share (“Common Shares”), and, in the case of Limited Duration Income Fund, the number of Auction Preferred Shares, $0.01 par value per share, liquidation preference $25,000 per share (“APS”), of each Fund outstanding on November 1, 2022, were as follows:
| Fund | No. of Common Shares Outstanding on November 1, 2022 | No. of APS Outstanding on November 1, 2022 |
| Limited Duration Income Fund | 116,203,460 | 8,640 |
| National Municipal Opportunities Trust | 15,624,921 | N/A |
Each Fund will vote separately on each proposal; votes of multiple Funds will not be aggregated.
According to filings made on Schedules 13D and 13G pursuant to Sections 13(d) and 13(g) of the Securities Exchange Act of 1934, as amended, one or more shareholders of Limited Duration Income Fund owns 5% or more of the Fund's Common Shares and/or APS. Information relating to such shareholders can be found on Exhibit C. As of November 1, 2022, to each Fund’s knowledge: (i) no other shareholder owned more than 5% of the outstanding shares of a Class of the Fund; and (ii) the Trustees and officers of the Fund, individually and as a group, owned beneficially less than 1% of the outstanding shares of the Fund.
Shareholders as of the close of business on the record date, who have voting power with respect to such shares, are entitled to be presentattend and to vote at the Annual Meeting. All properly executed proxies received prior to the Annual Meeting and such date shall apply to any adjourned or postponed meeting unlesswill be voted at the Board fixes a new record date.
The number of voting securities of each Fund outstanding and entitled to vote on the Record Date is shown in Appendix D.Annual Meeting. Each whole share held by a shareholder having voting power with respect to such share is entitled to one vote, with fractional shares voting proportionately. Shares represented by your duly executed proxy card(s) will be voted in accordance with your instructions. If you signits instructions; if no instruction is given, an executed proxy will authorize the persons named on the respective proxy card but do not fill in a vote, your shares will be voted in accordance with the Board’s recommendation.
Q: How do I vote my shares?
A: You may vote your shares in oneenclosed as proxies, or any of four ways:
Q: Is my Fund paying for the Transaction or this proxy solicitation?
A:No. The Funds will not bear any portion of the costs associated with the Transaction. All costs of this Proxy Statement and the Meeting, including proxy solicitation costs, legal fees, and the costs of printing and mailing this Proxy Statement, will be borne by EVC.
Proposal 1
APPROVAL OF A NEW INVESTMENT ADVISORY AGREEMENT
Each Board has unanimously approved, and recommends that shareholders of each Fund approve, a new investment advisory agreement between the Fund and Eaton Vance.
Description of the Transaction
The Merger Agreement was unanimously approved by the Board of Directors of each of Morgan Stanley and EVC. The Closing is subject to the completion or waiver of customary closing conditions and is expected to close in the second quarter of 2021. Upon the Closing, Eaton Vance, EVAIL, and Parametric will become indirect wholly-owned subsidiaries of Morgan Stanley.
It is proposed that Eaton Vance continue to serve as investment adviser to each Fund listed in Proposal 1A pursuant to a new investment advisory agreement between each such Fund and Eaton Vance.
The form of the proposed new investment advisory agreement is attached at Appendix E. You should refer to Appendix E for the complete terms of each Fund’s proposed investment advisory agreement.
It is proposed that Eaton Vance continue to serve as investment adviser and administrator to each Fund listed in Proposal 1B pursuant to a new investment advisory and administrative agreement between each such Fund and Eaton Vance.
The form of the proposed new investment advisory and administrative agreement is attached at Appendix F. You should refer to Appendix F for the complete terms of each Fund’s proposed investment advisory and administrative agreement.
Comparison of New Investment Advisory Agreements with Current Investment Advisory Agreements
In connection with the approval of new investment advisory agreements, Eaton Vance proposed, and each Board approved, certain changes to the provisions of the current agreements in order to standardize, clarify, and modernize the current agreements. The Boards believe that this standardization will benefit shareholders by making the administration of the Funds’ investment advisory agreements more efficient.
The terms of the proposed new investment advisory agreements, and certain differences between the proposed new investment advisory agreements and the current agreements, are described generally below. Differences in language, stylistic changes, and changes to provisions that would not result in a change to a reasonable substantive interpretation of an agreement are not included in the below description; however, the complete text of the form of the proposed new investment advisory agreement is attached at Appendix E. The date of each Fund’s current investment advisory agreement, the date on which it was last approved by shareholders, and the date on which its continuance was last approved by the relevant Board is set forth in Appendix G.
Fees. No Fund will experience increased management fee rates as a result of the Transaction. The contractual advisory fee rates for each Fund under the proposed new investment advisory agreements with Eaton Vance will be the same as the contractual rate of fees currently payable to Eaton Vance under the existing investment advisory agreements. Separately executed permanent contractual management fee reduction arrangements currently in place for a Fund, if any, will be reflected in the compensation terms in that Fund’s new investment advisory agreement. The fee schedules to the current and proposed investment advisory agreements for each relevant Fund are described in Appendix A.
Investment Management Services. The current and proposed investment advisory agreements contain substantially similar provisions relating to the retention of Eaton Vance to act as investment adviser for, and to manage the investment and reinvestment of the assets of, each Fund and to administer its investment affairs. In pursuit of the foregoing, Eaton Vance shall furnish continuously an investment program and shall determine from time to time what securities and other investments shall be acquired, disposed of, or exchanged and what portion of a Fund’s assets shall be held uninvested, subject always to the applicable restrictions of the relevant Fund’s organizational documents and registration statement.
While Eaton Vance’s role is not changing under the proposed new investment advisory agreements, the proposed agreements explicitly state that Eaton Vance shall not be deemed to have assumed any duties with respect to, and shall not be responsible for, the distribution of shares of a Fund, nor shall Eaton Vance be deemed to have any responsibility with respect to functions specifically assumed by any transfer agent, administrator, custodian, or shareholder servicing agent of the Fund.
Best Execution. The proposed investment advisory agreements provide that Eaton Vance shall use its best efforts to seek to execute security transactions at prices that are advantageous to the Trust and describe considerations for Eaton Vance’s selection of brokers and dealers, including soft dollar considerations, which are subject to policies and procedures adopted by the Board. This language is not included in the current investment advisory agreements for EOS, EVG, ETB, ETV, ETW, ETY, EXG, and ETJ. For each of the other applicable Funds, this language was updated to more closely reflect statutory requirements relating to payment of brokerage commission rates for investment transactions.
The current investment advisory agreements for the Funds provide that Eaton Vance shall place purchase and sale orders either directly with the issuer or with brokers or dealers. The proposed investment advisory agreements provide that Eaton Vance shall place all orders for the purchase or sale of portfolio investments either directly with the issuer or with brokers, dealers, futures commission merchants or other market participants selected by Eaton Vance. The language in the proposed new investment advisory agreements reflects the different types of investments in which the Funds may transact.
Delegation of Responsibilities. The current and proposed investment advisory agreements permit Eaton Vance to employ one or more sub-advisers with respect to any Fund. The proposed new investment advisory agreements make clear that Eaton Vance may, with the approval of the Trustees of the Fund and without the vote of any shareholders of the Fund, terminate any agreement with any sub-adviser and/or enter into an agreement with one or more other sub-advisers, all as permitted by the 1940 Act and the rules thereunder. In addition, pursuant to the proposed investment advisory agreements, in the event a sub-adviser is employed, Eaton Vance retains the authority to immediately assume responsibility for any functions delegated to such sub-adviser, subject to approval by the Trustees and notice to the sub-adviser; this is also explicitly permitted by the current investment advisory agreements for each of EOI, EOS, ETB, ETV, ETW, ETY, EXG, and ETJ.
Expenses. The current and proposed new investment advisory agreements provide that the Funds will pay all expenses other than those expressly stated to be payable by Eaton Vance, including certain expenses set forth in the agreement. In particular, among other expenses, the proposed new investment advisory agreements identify certain examples of expenses not identified in the current investment advisory agreements, including the investment advisory, sub-advisory, or similar management fee payable by the Fund, as well as any expenses for printing and distributing registration statements and other Fund reports. In addition, the proposed new investment advisory agreements clarify that Eaton Vance shall pay the entire salaries and fees of all Fund Trustees and officers who are employed by Eaton Vance and who devote part or all of their time to the affairs of Eaton Vance. The expense provisions in the proposed new investment advisory agreements are intended to clarify existing arrangements and, if approved, would not result in a change to expenses that the Funds currently bear.
Limitation of Liability. Both the current and proposed new investment advisory agreements provide that, in the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of duties, Eaton Vance shall not be subject to liability to the Fund or to any shareholder of the Fund for any act or omission in connection with rendering services under the agreement. The current and proposed investment advisory agreements include an acknowledgement that each Fund’s Trustees, officers, and shareholders have limited personal liability as provided for in the Fund’s Declaration of Trust. The proposed new investment advisory agreements include a similar acknowledgement with respect to the limited personal liability of Eaton Vance’s trustees, officers and shareholders.
Third Party Beneficiaries. The proposed new investment advisory agreements clarify that such agreements shall not confer upon any person that is not a party to such agreement any right, benefit, or remedy under the agreement. The current investment advisory agreements are silent on this point.
Non-Exclusive Services. The proposed new investment advisory agreements clarify that the services of Eaton Vance to a Fund are not exclusive and contemplate that Eaton Vance may provide investment advice to other funds and accounts that may differ from or conflict with the advice provided to the Fund.
Governing Law and Legal Requirements. While the current investment advisory agreements are silent as to governing law, the proposed new investment advisory agreements provide that such agreements shall be governed by and interpreted in accordance with the laws of The Commonwealth of Massachusetts. The current and proposed new investment advisory agreements refer to certain requirements under the 1940 Act and provide that these requirements will be deemed to reflect the effect of any modification or interpretation by any applicable order, rule, regulation, or interpretive release of the U.S. Securities and Exchange Commission (“SEC”) or guidance issued by the staff thereof.
Comparison of New Investment Advisory and Administrative Agreements with Current Investment Advisory and Administrative Agreements
In connection with the approval of new investment advisory and administrative agreements, Eaton Vance proposed, and each Board approved, certain changes to the provisions of the current agreements in order to standardize, clarify, and modernize the current agreements. The Boards believe that this standardization will benefit shareholders by making the administration of the Funds’ investment advisory and administrative agreements more efficient.
The terms of the proposed new investment advisory and administrative agreements, and certain differences between the proposed new investment advisory and administrative agreements and the current agreements, are described generally below. Differences in language, stylistic changes, and changes to provisions that would not result in a change to a reasonable substantive interpretation of an agreement are not included in the below description; however, the complete text of the form of the proposed new investment advisory and administrative agreement is attached at Appendix F. The date of each Fund’s current investment advisory and administrative agreement, the date on which it was last approved by shareholders, and the date on which its continuance was last approved by the relevant Board is set forth in Appendix G.
Fees. No Fund will experience increased management fee rates as a result of the Transaction. The contractual fee rates for each Fund under the proposed new investment advisory and administrative agreements with Eaton Vance will be the same as the contractual rate of fees currently payable to Eaton Vance under the existing investment advisory and administrative agreements. Separately executed permanent contractual management fee reduction arrangements currently in place for a Fund, if any, will be reflected in the compensation terms in that Fund’s new investment advisory and administrative agreement. The fee schedules to the current and proposed investment advisory and administrative agreements for each relevant Fund are described in Appendix B.
Duties of Eaton Vance. The current and proposed investment advisory and administrative agreements contain substantially similar provisions relating to the retention of Eaton Vance to act as investment manager for, and to manage the investment and reinvestment of, the assets of each Fund. In pursuit of the foregoing, Eaton Vance shall furnish continuously an investment program and shall determine from time to time what securities, commodities, derivatives, other investments shall be acquired, disposed of, or exchanged and what portion of a Fund’s assets shall be held uninvested, subject always to the applicable restrictions of the relevant Fund’s organizational documents and registration statement. Eaton Vance shall provide the Funds with such investment management, administration, and supervision as the Funds may from time to time consider necessary for the proper supervision of the Funds’ investment and administrative affairs.
While Eaton Vance’s role is not changing under the proposed new investment advisory and administrative agreements, these proposed agreements, like the agreements for ETX, EHT, and EFL, explicitly state that Eaton Vance shall not be deemed to have assumed any duties with respect to, and shall not be responsible for, the distribution of shares of a Fund, nor shall Eaton Vance be deemed to have any responsibility with respect to functions specifically assumed by any transfer agent, custodian, or shareholder servicing agent of the Fund.
Best Execution. The proposed investment advisory and administrative agreements provide that Eaton Vance shall use its best efforts to seek to execute security transactions at prices that are advantageous to the Trust and describe considerations for Eaton Vance’s selection of brokers and dealers, including soft dollar considerations, which are subject to policies and procedures adopted by the Board. This language is not included in the current investment advisory and administrative agreements.
Whereas the current investment advisory and administrative agreements provide that Eaton Vance shall place purchase and sale orders either directly with the issuer or with brokers or dealers, the proposed investment advisory and administrative agreement provides that Eaton Vance may also place orders for the purchase or sale of portfolio investments with futures commission merchants or other market participants selected by Eaton Vance.
Expenses. The current and proposed new investment advisory and administrative agreements provide that the Funds will pay all expenses other than those expressly stated to be payable by Eaton Vance, including certain expenses set forth in the agreement. The proposed new investment advisory and administrative agreements provide updated examples of the various expenses that may be borne by the Fund. For example, unlike the current investment advisory and administrative agreements, the proposed new investment advisory and administrative agreements do not provide for payment by the Funds of the fees and expenses associated with distributing the Funds’ shares and with registering and maintaining registrations of the Funds’ principal underwriter as broker dealers or agents under state securities laws. The expense provisions in the proposed new investment advisory agreements are intended to clarify existing arrangements and, if approved, would not result in a change in the expenses that the Funds currently bear.
Delegation of Responsibilities. The current and proposed investment advisory and administrative agreements permit Eaton Vance to employ one or more sub-advisers or sub-administrators with respect to any Fund. The proposed new investment advisory and administrative agreements make clear that Eaton Vance may, with the approval of the Trustees of the Fund and without the vote of any shareholders of the Fund, terminate any agreement with any sub-adviser or sub-administrator and/or enter into an agreement with one or more other sub-advisers or sub-administrator, all as permitted by the 1940 Act and the rules thereunder. In addition, both the current and proposed investment advisory and administrative agreements provide that, in the event a sub-adviser or sub-administrator is employed, Eaton Vance retains the authority to immediately assume responsibility for any functions delegated to such sub-adviser or sub-administrator. The proposed new investment advisory and administrative agreements clarify that this authority is subject to approval by the Trustees and notice to the sub-adviser or sub-administrator.
Limitation of Liability. Both the current and proposed new investment advisory and administrative agreements provide that, in the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of duties, Eaton Vance shall not be subject to liability to the Fund or to any shareholder of the Fund for any act or omission in connection with rendering services under the agreement. The current investment advisory and administrative agreements include an acknowledgement of the limited personal liability of shareholders of the Funds and, with respect to the current agreements for ETX, EHT, and EFL, also the Trustees of the Funds. The proposed new investment advisory and administrative agreements include an acknowledgement that the shareholders, Trustees and officers of the Funds have limited personal liability as provided for in the Funds’ Declarations of Trust. The proposed new investment advisory and administrative agreements include a similar acknowledgement with respect to the limited personal liability of Eaton Vance’s trustees, officers and shareholders.
Third Party Beneficiaries. The proposed new investment advisory and administrative agreements clarify that such agreements shall not confer upon any person that is not a party to such agreement any right, benefit, or remedy under the agreement. Except for EHT and EFL, the current investment advisory and administrative agreements are silent on this point.
Non-Exclusive Services. The proposed new investment advisory and administrative agreements clarify that the services of Eaton Vance to a Fund are not exclusive and contemplate that Eaton Vance may provide investment advice to other funds and accounts that may differ from or conflict with the advice provided to the Fund.
Governing Law and Legal Requirements. While the current investment advisory and administrative agreements are silent as to governing law, the proposed new investment advisory and administrative agreements provide that such agreements shall be governed by and interpreted in accordance with the laws of The Commonwealth of Massachusetts. The current and proposed new investment advisory and administrative agreements refer to certain requirements under the 1940 Act and provide that these requirements will be deemed to reflect the effect of any modification or interpretation by any applicable order, rule, regulation, or interpretive release of the SEC or guidance issued by the staff thereof.
Proposals 1A and 1B:
Board Considerations
At a meeting held on November 10, 2020, the Board of each Fund, including a majority of the Trustees who are not “interested persons” of Eaton Vance or the Fund (the “Independent Trustees”), voted to approve a new investment advisory agreement between the Fund and Eaton Vance. In voting its approval of the new investment advisory agreement, the Board of each Fund relied upon the recommendation of its Contract Review Committee, which is a committee comprised exclusively of Independent Trustees. Prior to and during meetings leading up to the meeting held on November 10, 2020, each Board’s Contract Review Committee reviewed and discussed information furnished by Eaton Vance and Morgan Stanley, as requested by the Independent Trustees, that the Contract Review Committee considered reasonably necessary to evaluate the terms of the new investment advisory agreement and to form its recommendation. Such information included, among other things, the terms and anticipated impacts of the Transaction on the Funds and their shareholders. In addition to considering information furnished specifically to evaluate the impact of the Transaction on the Funds and their respective shareholders, each Board and its Contract Review Committee also considered information furnished for prior meetings of the Board and its committees, including information provided in connection with the annual contract review process for the Funds, which most recently culminated in April 2020. The Board of each Fund, including the Independent Trustees, concluded that the new investment advisory agreement, including the fees payable thereunder, was fair and reasonable, and it voted to approve the new investment advisory agreement and to recommend that shareholders do so as well. Each Board’s considerations are described in more detail in Appendix H.
Required Vote and Related Matters
Approval of each Fund’s proposed new investment advisory agreement requires the affirmative vote of “a majority of the outstanding voting securities” of the Fund, defined in the 1940 Act as the lesser of: (i) 67% or more of the voting securities of the Fund present or represented by proxy at the Meeting if the holders of more than 50% of outstanding voting securities are present or represented by proxy, or (ii) more than 50% of the outstanding voting securities of the Fund (“1940 Act Majority”), provided the applicable quorum, as described below under “Further Information About Voting and the Joint Special Meeting – Quorum and Methods of Tabulation,” has been satisfied. The Funds’ outstanding voting securities include common shares and, if any, preferred shares (Auction Preferred Shares or Variable Rate Term Preferred Shares, as applicable).
Proposal 1 is subject to the Closing. If the Closing does not occur, Proposal 1 will be deemed null and the Boards will consider whether other appropriate actions are warranted. Assuming the Transaction is completed, Proposal 1 will pass for a particular Fund if the requisite shareholder vote is obtained for that Fund. With respect to each Fund, Proposal 1 is not contingent on the approval of Proposal 2 and, further, Proposal 1 is not contingent upon the approval of Proposal 1 by any other Fund.
Please note that even if shareholders of your Fund(s) approve Proposal 1, it is possible that such Fund’s new investment advisory agreement will not take effect. This is because the Closing is subject to the completion or waiver of certain conditions. One of these conditions is that advisory clients of EVC’s investment adviser subsidiaries, which would include the Funds and other advisory clients, representing a specified percentage of EVC revenue as of September 30, 2020, consent to the continuation of their advisory relationships after the Closing, as more fully described in the Merger Agreement that EVC filed with the SEC on October 8, 2020 on Form 8-K, Exhibit 2.1.
On the other hand, the Closing may take place even if shareholders of a Fund(s) do not approve Proposal 1. If this should happen, the Board(s) of such Fund(s) would consider what additional actions to take, which could include continuing to solicit approval of a new investment advisory agreement. In addition, Eaton Vance could (and expects to) propose that the Board of each Fund approve an interim investment advisory agreement to permit continuity of management while solicitation continues. The terms of the interim investment advisory agreement would be identical to those of the current agreement except for term and escrow provisions required by applicable law.
BOARD RECOMMENDATION
Each Fund’s Board, including a majority of the Independent Trustees, believes that the approval of the new investment advisory agreement is in the best interests of the Fund. Accordingly, each Fund’s Board unanimously recommends that shareholders vote FOR the new investment advisory agreement as described in Proposal 1A or Proposal 1B.
Proposal 2
APPROVAL OF A NEW INVESTMENT SUB-ADVISORY AGREEMENT
The Boards unanimously approved, and recommend that shareholderselection of each Fund noted below (collectively, the “Sub-Advised Funds”) approve, a new investment sub-advisory agreement between Eaton Vance and EVAIL or Parametric, as applicable. As described in more detail below, Eaton Vance has retained, and intends to continue to retain, EVAIL or Parametric, as applicable, for the Sub-Advised Funds.
It is proposed that EVAIL, an affiliate of Eaton Vance, continue to serve as investment sub-adviser to each EVAIL Sub-Advised Fund listed in Proposal 2A pursuant to a new investment sub-advisory agreement.
It is proposed that Parametric, an affiliate of Eaton Vance, continue to serve as investment sub-adviser to each Parametric Sub-Advised Fund listed in Proposal 2B pursuant to a new investment sub-advisory agreement.
EVAIL and Parametric are referred to herein as the “Sub-Advisers.” Each Sub-Adviser currently serves as an investment sub-adviser to the respective Sub-Advised Funds. Each Sub-Adviser is an indirect, wholly-owned subsidiary of EVC. The termination of each Sub-Advised Fund’s investment advisory agreement with Eaton Vance would result in the automatic termination of the Sub-Advised Funds’ current investment sub-advisory agreements. In order to ensure that each Sub-Advised Fund retains the benefit of the investment sub-advisory services provided by the relevant Sub-Adviser, Eaton Vance intends to enter into new investment sub-advisory agreements with EVAIL and Parametric, as applicable, that will be substantially similar to the current investment sub-advisory agreements with respect to the Sub-Advised Funds. In connection with the approval of new investment sub-advisory agreements, Eaton Vance proposed, and each Board approved, certain changes to the provisions of the current agreements in order to standardize, clarify, and modernize the current agreements. The Boards believe that this standardization will benefit shareholders by making the administration of the Funds’ investment sub-advisory agreements more efficient. A general description of the differences between the existing and proposed new investment sub-advisory agreements appears below. The Board of each Sub-Advised Fund has unanimously approved these new investment sub-advisory agreements.
The form of the proposed new investment sub-advisory agreements between Eaton Vance and EVAIL is attached at Appendix I. The form of the proposed new investment sub-advisory agreements between Eaton Vance and Parametric is attached at Appendix J. You should refer to Appendix I or Appendix J, as applicable, for the complete terms of a Fund’s proposed new investment sub-advisory agreement. The date of each Fund’s current investment sub-advisory agreement, the date on which it was last approved by shareholders (if applicable), and the date on which its continuance was last approved by the relevant Board is set forth in Appendix K.
Comparison of New Investment Sub-Advisory Agreements with EVAIL
The terms of the proposed new investment sub-advisory agreements with EVAIL, and certain differences between the proposed new investment sub-advisory agreements with EVAIL and the current agreements, are described generally below. Differences in language, stylistic changes, and changes to provisions that would not result in a change to a reasonable substantive interpretation of an agreement are not included in the below description; however, the complete text of the form of the proposed new investment sub-advisory agreements with EVAIL is attached at Appendix I.
Fees. EVAIL will not receive increased investment sub-advisory fees as a result of the Transaction. There will be no change in the rate of the fees that Eaton Vance will pay to EVAIL under the proposed investment sub-advisory agreements, as compared to the rate of fees that Eaton Vance currently pays to EVAIL under the existing investment sub-advisory agreements.
The current and proposed fee schedules for investment sub-advisory services for each EVAIL Sub-Advised Fund are described in Appendix C. The proposed investment sub-advisory agreements make explicit that Eaton Vance is solely responsible for the payment of the compensation to EVAIL, that EVAIL agrees to seek payment of its compensation solely from Eaton Vance, and that the EVAIL Sub-Advised Funds shall have no liability for EVAIL’s compensation pursuant to the agreements.
Duties of the Sub-Adviser. The current and proposed investment sub-advisory agreements contain substantially similar provisions relating to the retention of EVAIL as investment sub-adviser to render portfolio management services to the EVAIL Sub-Advised Funds. In pursuit of the foregoing, EVAIL shall provide the EVAIL Sub-Advised Funds with such investment management and supervision as Eaton Vance may, from time to time, consider necessary for the proper supervision of the EVAIL Sub-Advised Funds’ investments. The proposed investment sub-advisory agreements provide that the services to be provided by EVAIL pursuant to the agreements will apply to the portion of an EVAIL Sub-Advised Fund’s assets that Eaton Vance or the Trustees of the EVAIL Sub-Advised Fund shall from time to time designate, which may consist of all or a portion of the EVAIL Sub-Advised Fund’s assets. The proposed investment sub-advisory agreements also clarify that, subject to approval of each EVAIL Sub-Advised Fund’s Board and notice to EVAIL, Eaton Vance retains complete authority immediately to assume direct responsibility for any function delegated to EVAIL under the agreements.
The current and proposed investment sub-advisory agreements permit EVAIL to buy, sell, and otherwise trade in any and all types of securities and investment instruments on behalf of the EVAIL Sub-Advised Funds; the proposed investment sub-advisory agreements explicitly refer to trading in commodities and derivatives in addition to securities and other investment instruments.
Best Execution. The proposed investment sub-advisory agreements provide that EVAIL shall use its best efforts to seek to execute security transactions at prices that are advantageous to the EVAIL Sub-Advised Funds and describe considerations for EVAIL’s selection of brokers and dealers, including soft dollar considerations, which are subject to policies and procedures adopted by the Board. This language is not included in the current investment sub-advisory agreements. In addition to the policies and procedures adopted by the Board, EVAIL has its own policies and procedures relating to best execution and client commission arrangements. None of the policies and procedures or current execution practices are expected to change as a result of the Transaction.
Whereas the current investment sub-advisory agreements provide that EVAIL shall place purchase and sale orders either directly with the issuer or with brokers or dealers, the proposed investment sub-advisory agreements clarify that EVAIL may also place orders for the purchase or sale of portfolio investments with futures commission merchants or other market participants selected by EVAIL.
Standard of Care. The proposed investment sub-advisory agreements provide that EVAIL shall exercise reasonable care in the performance of its duties under the agreements and will conduct its activities thereunder in compliance with the applicable requirements of the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws, any applicable procedures adopted by the Board of each EVAIL Sub-Advised Fund that have been provided to EVAIL, and the provisions of the EVAIL Sub-Advised Fund’s registration statement, each as may be amended. A similar provision is not included in the current investment sub-advisory agreements.
Expenses. The current and proposed new investment sub-advisory agreements provide that the EVAIL Sub-Advised Funds will pay all expenses other than those expressly stated to be payable by EVAIL, including certain expenses set forth in the agreement. In the proposed new investment sub-advisory agreements, the detail as to the various expenses that may be borne by the EVAIL Sub-Advised Funds has been updated. In particular, among other expenses, the proposed new investment sub-advisory agreements provide that an EVAIL Sub-Advised Fund shall bear the expenses of listing shares of the EVAIL Sub-Advised Funds with a stock exchange, as well as any investment advisory, sub-investment advisory, or similar management fee payable by the EVAIL Sub-Advised Fund, all expenses incurred in connection with the EVAIL Sub-Advised Funds’ use of a line of credit or other borrowings or leverage, and the costs of any pricing or valuation services employed by the EVAIL Sub-Advised Fund to value its investments including primary and comparative valuations services. Moreover, the proposed new investment sub-advisory agreements do not explicitly provide that the EVAIL Sub-Advised Funds will pay the fees and expenses associated with registering and maintaining registrations of the EVAIL Sub-Advised Funds’ principal underwriter as broker dealers or agents under state securities laws. The expense provisions in the proposed new investment sub-advisory agreements are intended to clarify existing arrangements and, if approved, would not result in a change in the expenses that the EVAIL Sub-Advised Funds currently bear.
Limitation of Liability. Both the current and proposed new investment sub-advisory agreements provide that, in the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties, EVAIL shall not be subject to liability to Eaton Vance, to the EVAIL Sub-Advised Fund, or to any shareholder of the EVAIL Sub-Advised Fund for any act or omission in connection with rendering services under the agreement.
The current and proposed investment sub-advisory agreements include an acknowledgement of the limited personal liability of the Trustees, officers, and shareholders of each of Eaton Vance and the EVAIL Sub-Advised Funds as provided for in the Declarations of Trust for each of Eaton Vance and the EVAIL Sub-Advised Funds.
Third Party Beneficiaries. The current investment sub-advisory agreements provide that such agreements shall not confer upon any person that is not a party to such agreement any right, benefit, or remedy thereunder. The proposed investment sub-advisory agreements clarify that each EVAIL Sub-Advised Fund is a third party beneficiary to the agreement and that, aside from the EVAIL Sub-Advised Fund, nothing in the agreement, express or implied, is intended to or shall confer upon any person not a party thereto (including, but not limited to, shareholders of an EVAIL Sub-Advised Fund) any right, benefit or remedy of any nature whatsoever under or by reason of the agreement.
Other Interests. The proposed new investment sub-advisory agreements clarify that the services provided by EVAIL to an EVAIL Sub-Advised Fund are not exclusive and contemplate that EVAIL may provide investment advice to other funds and accounts that may differ from or conflict with the advice provided to the EVAIL Sub-Advised Fund.
Books and Records. The proposed investment sub-advisory agreement provides that EVAIL shall preserve the records required to be maintained by Rule 31a-1 under the 1940 Act for the periods prescribed by Rule 31a-2 under the 1940 Act. The proposed investment sub-advisory agreement further provides that all records maintained by EVAIL for an EVAIL Sub-Advised Fund are the property of the EVAIL Sub-Advised Fund and that EVAIL agrees to surrender promptly to an EVAIL Sub-Advised Fund any of such records upon the EVAIL Sub-Advised Fund’s or Eaton Vance’s request in compliance with the requirements of the 1940 Act. Although EVAIL is currently complying with this regulatory requirement, the current investment sub-advisory agreements are silent on this point.
Governing Law and Legal Requirements. The current and proposed investment sub-advisory agreements provide that such agreements shall be governed by and interpreted in accordance with the laws of The Commonwealth of Massachusetts. The current and proposed new investment sub-advisory agreements refer to certain requirements under the 1940 Act and provide that these requirements will be deemed to reflect the effect of any modification or interpretation by any applicable order, rule, regulation, or interpretive release of the SEC or guidance issued by the staff thereof.
Proposal 2B: Approval of New Investment Sub-Advisory Agreements with Parametric
Comparison of New Investment Sub-Advisory Agreements with Parametric
Eaton Vance proposed, and the Boards of ETB, ETV, ETW, and EXD approved, a new form of investment sub-advisory agreement with Parametric that would update the current investment sub-advisory agreements and align them more closely with one another and with the investment sub-advisory agreements between Eaton Vance and its other affiliated sub-advisers (such as EVAIL). The terms of the proposed new investment sub-advisory agreements with Parametric, and certain differences between the proposed new investment sub-advisory agreements with Parametric and the current agreements, are described generally below. Differences in language, stylistic changes, and changes to provisions that would not result in a change to a reasonable substantive interpretation of an agreement are not included in the below description; however, the complete text of the form of the proposed new investment sub-advisory agreements with Parametric is attached at Appendix J.
Fees. Parametric will not receive increased investment sub-advisory fees as a result of the Transaction. There would be no change in the rate of the fees that Eaton Vance will pay to Parametric under the proposed investment sub-advisory agreements, as compared to the rate of fees that Eaton Vance currently pays to Parametric under the existing investment sub-advisory agreements.
The current and proposed fee schedules for investment sub-advisory services for each Parametric Sub-Advised Fund are described in Appendix C. The current and proposed investment sub-advisory agreements provide that Eaton Vance is solely responsible for the payment of the compensation to Parametric, that Parametric agrees to seek payment of its compensation solely from Eaton Vance, and that the Parametric Sub-Advised Funds shall have no liability for Parametric’s compensation thereunder.
Duties of the Sub-Adviser. The current and proposed investment sub-advisory agreements contain substantially similar provisions relating to the retention of Parametric as investment sub-adviser to manage the investment and reinvestment of the assets of the Parametric Sub-Advised Funds, subject to the supervision of Eaton Vance and the Trustees of the Parametric Sub-Advised Funds. In connection with EXD’s prior investment objective and strategy, the current investment sub-advisory agreement for EXD provides that Parametric will be responsible for providing services relating to the Parametric Sub-Advised Fund’s options strategy. Parametric’s investment mandate for EXD was broadened in connection with the change to the Trust’s objective and strategy in February 2019. Accordingly, the proposed investment sub-advisory agreement for EXD will appoint Parametric as the sub-adviser to EXD’s assets more generally, as is consistent with its current management of EXD. The proposed investment sub-advisory agreements clarify that Parametric may buy, sell, and otherwise trade in any and all types of securities, commodities, derivatives, and investment instruments on behalf of each Parametric Sub-Advised Fund.
The proposed investment sub-advisory agreements provide that the services to be provided by Parametric pursuant to the agreements will apply to the portion of a Parametric Sub-Advised Fund’s assets that Eaton Vance or the Trustees of the Parametric Sub-Advised Fund shall from time to time designate, which may consist of all or a portion of the Parametric Sub-Advised Fund’s assets. The current and proposed investment sub-advisory agreements also state that, subject to approval of each Parametric Sub-Advised Fund’s Board and notice to Parametric, Eaton Vance retains complete authority immediately to assume direct responsibility for any function delegated to Parametric under the agreements.
Best Execution. The current and proposed investment sub-advisory agreements provide that Parametric is authorized to select broker-dealers with which to execute trades on behalf of the Parametric Sub-Advised Funds. While the current investment sub-advisory agreements prohibit Parametric from the use of soft dollars, the proposed investment sub-advisory agreements allow the use of soft dollars subject to certain considerations. However, the proposed investment sub-advisory agreements also provide that Parametric’s selection of broker-dealers is subject to the policies and procedures adopted by the Boards. Because Parametric does not use, or expect to use, soft dollars, the change in language does not reflect an expected change in practice.
Whereas the current investment sub-advisory agreements provide that Parametric shall place purchase and sale orders with brokers or dealers, the proposed investment sub-advisory agreements clarify that Parametric may also place orders for the purchase or sale of portfolio investments with futures commission merchants or other market participants selected by Parametric.
Standard of Care. The current and proposed investment sub-advisory agreements require that Parametric exercise reasonable care in the performance of its duties under the agreements, and the proposed investment sub-advisory agreement clarifies that Parametric will conduct its activities thereunder in compliance with the applicable requirements of the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws, any applicable procedures adopted by the Board of each Parametric Sub-Advised Fund that have been provided to Parametric, and the provisions of the Parametric Sub-Advised Fund’s registration statement, each as may be amended.
Expenses. There are no material differences in the framework with respect to how fees and expenses are allocated between a Parametric Sub-Advised Fund and Parametric under the current and proposed new investment sub-advisory agreements. Under both the current and proposed new investment sub-advisory agreements, Parametric will bear its overhead costs and other expenses incurred by it in connection with the provision of its services, and the Parametric Sub-Advised Funds will bear the expenses not payable by Eaton Vance or Parametric. The current investment sub-advisory agreements for ETB, ETV, and ETW principally detail Parametric’s obligations to pay the expenses incurred by it and its staff in connection with its duties under the agreement, while the current investment sub-advisory agreement for EXD and the proposed new investment sub-advisory agreements enumerate examples of expenses that will be borne by the Parametric Sub-Advised Funds. The existing agreement for EXD and the proposed new investment sub-advisory agreements provide substantially similar examples of the expenses to be borne by the Parametric Sub-Advised Funds, except that the proposed new investment sub-advisory agreements explicitly provide
that a Parametric Sub-Advised Fund shall bear the expenses of any investment advisory, sub-investment advisory, or similar management fee payable by the Parametric Sub-Advised Fund, all expenses incurred in connection with the Parametric Sub-Advised Funds’ use of a line of credit or other borrowings or leverage, and the costs of any pricing or valuation services employed by the Parametric Sub-Advised Fund to value its investments including primary and comparative valuations services. Moreover, the proposed new investment sub-advisory agreements do not explicitly provide that the Parametric Sub-Advised Funds will pay the fees and expenses associated with registering and maintaining registrations of the Parametric Sub-Advised Funds’ principal underwriter as broker dealers or agents under state securities laws. The expense provisions in the proposed new investment sub-advisory agreements are intended to clarify existing arrangements and, if approved, would not result in a change in the expenses that the Parametric Sub-Advised Funds currently bear.
Other Interests. The proposed new investment sub-advisory agreements contain a provision in which the parties acknowledge that the Trustees, officers, and shareholders of a Parametric Sub-Advised Fund may be or may become interested in Parametric or in other entities sponsored by Parametric, and that the trustees, officers, employees, and shareholders of Parametric may be or may become interested in a Parametric Sub-Advised Funds. While the current investment sub-advisory agreement for EXD contains a similar provision, the current investment sub-advisory agreements for ETB, ETV, and ETW are silent on this point. The proposed new investment sub-advisory agreements also clarify that the services of Parametric to a Parametric Sub-Advised Fund are not exclusive and contemplate that Parametric may provide investment advice to other funds and accounts that may differ from or conflict with the advice provided to the Parametric Sub-Advised Funds.
Limitation of Liability. The current investment sub-advisory agreements for ETB, ETV, and ETW and the proposed new investment sub-advisory agreements for ETB, ETV, ETW, and EXD limit the liability of Parametric and Eaton Vance to situations in which there is willful misfeasance, bad faith, or negligence. The current investment sub-advisory agreement for EXD contains a similar limitation, except that it applies a gross negligence standard and does not contain a provision that limits Eaton Vance’s liability under the agreement. The change to EXD’s liability provisions will provide a consistent liability standard for Parametric and Eaton Vance and is protective of the Parametric Sub-Advised Funds.
Third Party Beneficiaries. The current investment sub-advisory agreements for ETB, ETV, and ETW and the proposed investment sub-advisory agreements provide that each Parametric Sub-Advised Fund is a third party beneficiary to the agreement. The current investment sub-advisory agreement for EXD is silent on the point.
Indemnification. Pursuant to the current investment sub-advisory agreements for ETB, ETV, and ETW, each of Eaton Vance and Parametric agree to indemnify the other against losses in certain circumstances. There is no similar indemnification provision in the current investment sub-advisory agreement for EXD or in the proposed new investment sub-advisory agreement. The indemnification provisions shift risk among the two affiliated advisers and the removal of the provisions will not impact the Parametric Sub-Advised Funds.
Duration and Termination. The current and proposed new investment sub-advisory agreements have substantially similar provisions regarding the duration and termination of the agreements, except that the proposed new investment sub-advisory agreements provide that Parametric can terminate the agreement on 60 days’ written notice while existing agreements require Parametric to provide three months’ written notice, unless the Parametric Sub-Advised Fund or Eaton Vance requests an additional three month period of time (or unless either party becomes legally incapable of providing the services or ceases to be a registered adviser, in which case Parametric can terminate immediately).
Governing Law and Legal Requirements. The current and proposed investment sub-advisory agreements provide that such agreements shall be governed by and interpreted in accordance with the laws of The Commonwealth of Massachusetts. The current and proposed new investment sub-advisory agreements refer to certain requirements under the 1940 Act and provide that these requirements will be deemed to reflect the effect of any modification or interpretation by any applicable order, rule, regulation, or interpretive release of the SEC or guidance issued by the staff thereof.
Proposals 2A and 2B:
Board Considerations
At a meeting held on November 10, 2020, the Boards of the Sub-Advised Funds, including a majority of the Independent Trustees, voted to approve a new investment sub-advisory agreement between Eaton Vance and EVAIL, with respect to the EVAIL Sub-Advised Funds, and Parametric, with respect to the Parametric Sub-Advised Funds. In voting its approval of the new investment sub-advisory agreement, the Boards of the Sub-Advised Funds relied upon the recommendation of its Contract Review Committee, which is a committee comprised exclusively of Independent Trustees. Prior to and during meetings leading up to the meeting held on November 10, 2020, the Contract Review Committee of each Board reviewed and discussed information furnished by Eaton Vance, EVAIL, Parametric and Morgan Stanley, as requested by the Independent Trustees, that the Contract Review Committee considered reasonably necessary to evaluate the terms of the new investment sub-advisory agreements and to form its recommendation. Such information included, among other factors, the terms and anticipated impacts of the Transaction on the Sub-Advised Funds and their shareholders. In addition to considering information furnished specifically to evaluate the impact of the Transaction on the Sub-Advised Funds and their respective shareholders, each Board and its Contract Review Committee also considered information furnished for prior meetings of the Boards and their committees, including information provided in connection with the annual contract review process for the Sub-Advised Funds, which most recently culminated in April 2020. The Board of each Sub-Advised Fund, including the Independent Trustees, concluded that the new investment sub-advisory agreement, including the fees payable thereunder, was fair and reasonable, and it unanimously voted to approve the new investment sub-advisory agreement and to recommend that shareholders do so as well. Each Board’s considerations are described in more detail in Appendix H.
Required Vote and Related Matters
Approval of a Fund’s proposed new investment sub-advisory agreement requires the affirmative vote of a 1940 Act Majority of the voting securities of the Fund, provided the applicable quorum, as described below under “Further Information About Voting and the Joint Special Meeting – Quorum and Methods of Tabulation,” has been satisfied.
Proposal 2 is subject to the Closing and, with respect to a particular Fund, shareholders’ approval of Proposal 1, which seeks approval of a new investment advisory agreement between each Fund and Eaton Vance. If the shareholders of a given Fund do not approve Proposal 1 or the Transaction is not completed, Proposal 2 will be deemed null with respect to that Fund. The Board of such Fund will consider whether other appropriate actions, if any, are warranted.
Please note that even if shareholders of a Fund approve Proposal 2, it is possible that a new investment sub-advisory agreement will not take effect. This is because the Closing is subject to the completion or waiver of certain conditions. One of these conditions is that advisory clients of EVC’s investment adviser subsidiaries, which would include the Funds and other advisory clients, representing a specified percentage of EVC revenue as of September 30, 2020, consent to the continuation of their advisory relationships after the Closing, as more fully described in the Merger Agreement that EVC filed with the SEC on October 8, 2020 on Form 8-K, Exhibit 2.1.
On the other hand, the Closing may take place even if shareholders of your Fund(s) do not approve Proposal 2. If this should happen, the Board(s) of such Fund(s) would consider what additional actions to take, which could include continuing to solicit approval of a new investment sub-advisory agreement. In addition, Eaton Vance could (and expects to) propose that the Board of each Sub-Advised Fund approve an interim investment sub-advisory agreement to permit continuity of management while solicitation continues. The terms of an interim investment sub-advisory agreement would be identical to those of the current investment sub-advisory agreement except for term and escrow provisions required by applicable law.
BOARD RECOMMENDATION
The Board of each Sub-Advised Fund listed above believes that the new investment sub-advisory agreement is in the best interests of such Fund. Accordingly, each Sub-Advised Fund’s Board unanimously recommends that shareholders vote FOR the approval of the new investment sub-advisory agreement as set forth in Proposal 2A or Proposal 2B.
Further Information About Voting and the Joint Special Meeting
Quorum and Methods of Tabulation. A quorum with respect to the Meeting of a Fund requires the presence, in person or by proxy, of a majority of the outstanding shares of the Fund entitled to vote. All shares that are voted and votes to abstain will be counted towards establishing a quorum, as will broker non-votes. (Broker non-votes are shares for which a broker returns a proxy but for which (i) the beneficial owner has not voted and (ii) the broker holding the shares does not have discretionary authority to vote on the particular matter.) Accordingly, abstentions and broker non-votes, which will be treated as shares that are present at the Meeting but which have not been voted, will assist a Fund in obtaining a quorum. In the event that a quorum is not present at the Meeting, or if a quorum is present at the Meeting but sufficient votes by the shareholders of a Fund in favor of a Proposal have not been received,
the persons named as proxies may propose one or more adjournments of the Meeting to permit further solicitation of proxies. Any such adjournment will require the affirmative vote of the holders of a majority of the shares of that Fund that are entitled to vote and present in person or by proxy at the session of the Meeting to be adjourned. The persons named as proxies will vote in favor of such adjournment those proxies which they are entitled to vote in favor of the Proposal for which further solicitation of proxies is to be made. They will vote against any such adjournment those proxies required to be voted against such Proposal. The costs of any such additional solicitation and of any adjourned session will be borne by EVC.
With respect to both Proposals, abstentions and broker non-votes have the effect of a negative vote on the Proposal. Please note that broker non-votes are not expected with respect to either Proposal because brokers are required to receive instructions from the beneficial owners or persons entitled to vote in order to submit proxies.
Other business. The Trustees know of no matters other than those described in this Proxy Statement to be brought before the Meeting. Pursuant to each Fund’s Amended and Restated By-Laws, since this is a special meeting of shareholders, only such business shall be conducted at the Meeting as shall have been brought before the Meeting pursuant to the notice of Meeting.
Revocation of proxies.Trustee. An executed proxy delivered to a Fund is revocable by the person giving it, prior to its exercise, by a signed writing filed with the Fund’s Secretary, by executing and delivering a later dated proxy, or by attending the Annual Meeting and voting the shares at the Annual Meeting. Merely attending the Annual Meeting will not revoke a previously executed proxy. If you hold Fund shares entitled to vote through an intermediary (such as a broker, bank, adviser or custodian), please consult with the intermediary regarding your ability to revoke voting instructions after they have been provided.
We are pleased to offer our shareholders a hybrid meeting format. Subject to certain requirements discussed herein, shareholders may attend the Annual Meeting in person or telephonically.
If, as of November 1, 2022, you were a holder of record of Fund shares (i.e., you held Fund shares in your own name directly with the Fund) and you would like to be provided with the conference call dial-in information to participate in the Annual Meeting, you should email your full name and address to AST Fund Solutions, LLC (“AST”) at attendameeting@astfinancial.com and include the Fund name(s) in the subject line. You will then be provided with the conference call dial-in information and instructions for voting during the Annual Meeting. All requests to participate in the Annual Meeting telephonically must be received by AST no later than 3:00 p.m. Eastern Time on January 11, 2023.
If you are a record holder of Fund shares entitled to vote and plan to attend the Annual Meeting in person, you must show a valid photo identification (such as a driver’s license) to gain admission to the Meeting.. Please call 1-800-262-1122 for information on how to obtain directions to be able to attend the Meeting and vote at the Annual Meeting.
| 1 | Proxy Statement dated November 23, 2022 |
If, as of November 1, 2022, you held Fund shares through an intermediary (such as a broker-dealer) and wish to participate in person. and vote at the Annual Meeting, you will need to obtain a legal proxy from your intermediary reflecting the Fund name, the number of Fund shares you held and your name and email address. If you would like to be provided with the conference call dial-in information and instructions for voting during the Annual Meeting, you may forward an email from your intermediary containing the legal proxy or attach an image of the legal proxy to an email and send it to AST at attendameeting@astfinancial.com with “Legal Proxy” in the subject line. You will then be provided with the conference call dial-in information and instructions for voting during the Annual Meeting. All requests to participate in the Annual Meeting telephonically must be received by AST no later than 3:00 p.m. Eastern Time on January 11, 2023.
If you hold Fund shares entitled to vote through an intermediary and plan to attend and vote at the Annual Meeting in person, you will be required to show a valid photo identification, andyour authority to vote your shares (referred to as a “legal proxy”) to gain admission to the Meeting. You. As described above, you must contact your intermediary to obtain a legal proxy for your shares.
AdditionalAll shareholders may contact AST at attendameeting@astfinancial.com with any questions regarding how to attend the Annual Meeting Informationtelephonically, and an AST representative will contact you to answer your questions.
Date for receiptThe Board knows of shareholders’ proposals for subsequent meetingsno business other than that mentioned in Proposal 1 of shareholders. To be considered for presentation at a Fund’s 2021the Notice of Annual Meeting of Shareholders that will be presented for consideration. If any other matters are properly presented, it is the intention of the persons named as proxies to vote on such matters in accordance with their judgment.
PROPOSAL 1. ELECTION OF TRUSTEES
Each Fund’s Agreement and Declaration of Trust provides that a shareholdermajority of the Trustees shall fix the number of the entire Board and that such number shall be at least two and no greater than fifteen. Each Board has fixed the number of Trustees at ten. Under the terms of each Fund’s Agreement and Declaration of Trust, the Board of Trustees is divided into three classes, each class having a term of three years to expire on the date of the third Annual Meeting following its election. Thus, this could delay for up to two years the replacement of a majority of the Board.
| Proxies will be voted for the election of the following nominees: | |||
| a. | For Limited Duration Income Fund: | ||
| (i) | three Class II Trustees, Thomas E. Faust Jr., Mark R. Fetting and Keith Quinton, to be elected by the holders of the Fund’s Common Shares and APS, voting together as a single class; and | ||
| (ii) | one Class II Trustee, Nancy A. Wiser, to be elected by the holders of the Fund’s APS, voting separately as a single class; and | ||
| b. | For National Municipal Opportunities Trust, four Class II Trustees, Cynthia E. Frost, Keith Quinton, Susan J. Sutherland and Nancy A. Wiser, to be elected by the shareholders of the Fund’s Common Shares. | ||
The Board of Trustees recommends that shareholders vote FOR the election of the Trustee nominees of each Fund.
Each nominee is currently serving as a Trustee of his or her respective Fund and has consented to continue to so serve. In the event that a nominee is unable to serve for any reason (which is not now expected) when the election occurs, the accompanying proxy will be voted for such other person or persons as the Board of Trustees may recommend. Election of Trustees is non-cumulative. Shareholders do not have appraisal rights in connection with the proposal submitted pursuant to Rule 14a-8 underin this proxy statement.
Each nominee shall be elected by the Securities Exchange Actaffirmative vote of 1934, as amended, must be received ata plurality of the Fund’s principal office c/o the Secretaryshares of the Fund onentitled to vote. Proxies cannot be voted for a greater number of persons than the number of nominees named. No nominee is a party adverse to his or beforeher respective Fund or any of its affiliates in any material pending legal proceeding, nor does any nominee have an interest materially adverse to such Fund.
Under the date listed in Appendix L. Written noticeterms of a shareholder proposal submitted outsideLimited Duration Income Fund’s Amended and Restated By-laws, as amended, the holders of the processes of Rule 14a-8 must be deliveredAPS are entitled as a class, to the Fund’s principal office c/o the Secretaryexclusion of the Fund no later thanholders of the Common Shares, to elect two Trustees of the Fund. Ms. Wiser has been nominated for election by holders of the Fund's APS at this meeting. Limited Duration Income Fund’s Amended and no earlier thanRestated By-laws further provide for the dates listed in Appendix L. In order to be included inelection of the Fund’s proxy statementother nominees named above by the holders of the Common Shares and form of proxy,the APS, voting together as a shareholder proposal must comply with all applicable legal requirements. Timely submission of a proposal does not guarantee that such proposal will be included.single class.
| 2 | Proxy Statement dated November 23, 2022 |
The following table presents certain information regarding the current Trustees of each Fund, including the principal occupations of each such person for at least the last five years. References below to “EVV” are to Limited Duration Income Fund and to “EOT” are to National Municipal Opportunities Trust. Information in the table below about a Trustee’s position with a Fund, the period as a Trustee and the current term of each Trustee are for each Fund unless otherwise noted.
| Name and Year of Birth | Fund Position(s) | Trustee Since(1) | Current Term Expiring | Principal Occupation(s) During Past Five Years and Other Relevant Experience | Other Directorships Held During Last Five Years | |||||
| Interested Trustee | ||||||||||
| THOMAS E. FAUST JR. 1958 | Trustee | 2007 | EVV: Class II Trustee until 2023. EOT: Class I Trustee until 2025. | Chairman of Morgan Stanley Investment Management, Inc. (“MSIM”), member of the Board of Managers and President of Eaton Vance, Inc. (“EV”) (since 2021), Chief Executive Officer and President of Eaton Vance Management (“EVM” or “Eaton Vance”) and Boston Management and Research (“BMR”). Formerly, Chairman, Chief Executive Officer (2007-2021) and President (2006-2021) of Eaton Vance Corp. (“EVC”) and Director of Eaton Vance Distributors, Inc. (“EVD”) (2007-2022). Mr. Faust is an interested person because of his positions with MSIM, BMR, Eaton Vance and EV, which are affiliates of the Fund. | Formerly, Director of EVC (2007-2021) and Hexavest Inc. (2012-2021) (investment management firm). | |||||
| Noninterested Trustees | ||||||||||
| MARK R. FETTING 1954 | Trustee | 2016 | EVV: Class II Trustee until 2023. EOT: Class III Trustee until 2024. | Private investor. Formerly held various positions at Legg Mason, Inc. (investment management firm) (2000-2012), including President, Chief Executive Officer, Director and Chairman (2008-2012), Senior Executive Vice President (2004-2008) and Executive Vice President (2001-2004). Formerly, President of Legg Mason family of funds (2001-2008). Formerly, Division President and Senior Officer of Prudential Financial Group, Inc. and related companies (investment management firm) (1991-2000). | None | |||||
| CYNTHIA E. FROST 1961 | Trustee | 2014 | EVV: Class I Trustee until 2025. EOT: Class II Trustee until 2023. | Private investor. Formerly, Chief Investment Officer of Brown University (university endowment) (2000-2012). Formerly, Portfolio Strategist for Duke Management Company (university endowment manager) (1995-2000). Formerly, Managing Director, Cambridge Associates (investment consulting company) (1989-1995). Formerly, Consultant, Bain and Company (management consulting firm) (1987-1989). Formerly, Senior Equity Analyst, BA Investment Management Company (1983-1985). | None |
| 3 | Proxy Statement dated November 23, 2022 |
| Name and Year of Birth | Fund Position(s) | Trustee Since(1) | Current Term Expiring | Principal Occupation(s) During Past Five Years and Other Relevant Experience | Other Directorships Held During Last Five Years | |||||
| GEORGE J. GORMAN 1952 | Chairperson of the Board and Trustee | 2021 (Chairperson) 2014 (Trustee) | EVV: Class III Trustee until 2024.(2) EOT: Class III until 2024. | Principal at George J. Gorman LLC (consulting firm). Formerly, Senior Partner at Ernst & Young LLP (a registered public accounting firm) (1974-2009). | None | |||||
| VALERIE A. MOSLEY 1960 | Trustee | 2014 | EVV: Class I Trustee until 2025. EOT: Class I Trustee until 2025. | Chairwoman and Chief Executive Officer of Valmo Ventures (a consulting and investment firm). Founder of Upward Wealth, Inc., dba BrightUp, a fintech platform. Formerly, Partner and Senior Vice President, Portfolio Manager and Investment Strategist at Wellington Management Company, LLP (investment management firm) (1992-2012). Formerly, Chief Investment Officer, PG Corbin Asset Management (1990-1992). Formerly worked in institutional corporate bond sales at Kidder Peabody (1986-1990). | Director of DraftKings, Inc. (digital sports entertainment and gaming company) (since September 2020). Director of Envestnet, Inc. (provider of intelligent systems for wealth management and financial wellness) (since 2018). Formerly, Director of Dynex Capital, Inc. (mortgage REIT) (2013-2020) and Director of Groupon, Inc. (e-commerce provider) (2020-2022). | |||||
| KEITH QUINTON 1958 | Trustee | 2018 | EVV: Class II Trustee until 2023. EOT: Class II Trustee until 2023. | Private investor, researcher and lecturer. Formerly, Independent Investment Committee Member at New Hampshire Retirement System (2017-2021). Formerly, Portfolio Manager and Senior Quantitative Analyst at Fidelity Investments (investment management firm) (2001-2014). | Formerly, Director (2016-2021) and Chairman (2019-2021) of New Hampshire Municipal Bond Bank. | |||||
| MARCUS L. SMITH 1966 | Trustee | 2018 | EVV: Class III Trustee until 2024. EOT: Class III Trustee until 2024. | Private investor and independent corporate director. Formerly, Chief Investment Officer, Canada (2012-2017), Chief Investment Officer, Asia (2010-2012), Director of Asian Research (2004-2010) and portfolio manager (2001-2017) at MFS Investment Management (investment management firm). | Director of First Industrial Realty Trust, Inc. (an industrial REIT) (since 2021). Director of MSCI Inc. (global provider of investment decision support tools) (since 2017). Formerly, Director of DCT Industrial Trust Inc. (logistics real estate company) (2017-2018). |
| 4 | Proxy Statement dated November 23, 2022 |
| Name and Year of Birth | Fund Position(s) | Trustee Since(1) | Current Term Expiring | Principal Occupation(s) During Past Five Years and Other Relevant Experience | Other Directorships Held During Last Five Years | |||||
| SUSAN J. SUTHERLAND 1957 | Trustee | 2015 | EVV: Class III Trustee until 2024. EOT: Class II Trustee until 2023. | Private investor. Director of Ascot Group Limited and certain of its subsidiaries (insurance and reinsurance) (since 2017). Formerly, Director of Hagerty Holding Corp. (insurance) (2015-2018) and Montpelier Re Holdings Ltd. (insurance and reinsurance) (2013-2015). Formerly, Associate, Counsel and Partner at Skadden, Arps, Slate, Meagher & Flom LLP (law firm) (1982-2013). | Director of Kairos Acquisition Corp. (insurance/InsurTech acquisition company) (since 2021). | |||||
| SCOTT E. WENNERHOLM 1959 | Trustee | 2016 | EVV: Class I Trustee until 2025. EOT: Class I Trustee until 2025. | Private investor. Formerly, Trustee at Wheelock College (postsecondary institution) (2012-2018). Formerly, Consultant at GF Parish Group (executive recruiting firm) (2016-2017). Formerly, Chief Operating Officer and Executive Vice President at BNY Mellon Asset Management (investment management firm) (2005-2011). Formerly, Chief Operating Officer and Chief Financial Officer at Natixis Global Asset Management (investment management firm) (1997-2004). Formerly, Vice President at Fidelity Investments Institutional Services (investment management firm) (1994-1997). | None | |||||
| NANCY A. WISER 1967 | Trustee | 2022 | Class II Trustee until 2023.(2) | Formerly, Executive Vice President and the Global Head of Operations at Wells Fargo Asset Management (2011-2021). | None |
| (1) | Year first appointed to serve as Trustee for a fund in the Eaton Vance family of funds. Each Trustee has served continuously since appointment unless indicated otherwise. |
| (2) | Elected or nominated to be elected by holders of Limited Duration Income Fund’s APS. |
Each current Trustee listed above served as a Trustee of 135 funds within the Eaton Vance fund complex as of November 1, 2022 (including both funds and portfolios in a hub and spoke structure). The address of each Trustee is Two International Place, Boston, Massachusetts 02110.
Each Trustee holds office until the Annual Meeting for the year in which his or her term expires and until his or her successor is elected and qualified, subject to a prior death, resignation, retirement, disqualification or removal. Under the terms of each Fund’s current Trustee retirement policy, an Independent Trustee must retire and resign as a Trustee on the earlier of: (i) the first day of July following his or her 74th birthday; or (ii), with limited exception, December 31st of the 20th year in which he or she has served as a Trustee. However, if such retirement and resignation would cause a Fund to be out of compliance with Section 16 of the Investment Company Act of 1940, as amended (the “1940 Act”) or any other regulations or guidance of the Securities and Exchange Commission (“SEC”), then such retirement and resignation will not become effective until such time as action has been taken for a Fund to be in compliance with Section 16 of the 1940 Act and any other regulations or guidance of the SEC.
Interested Trustee
Mr. Faust is an “interested person” (as defined in the 1940 Act) by reason of his affiliation with EVM, each Fund’s investment adviser, and his positions with MSIM, BMR, EVD and EV, which are affiliates of the Fund, and his former position with EVC, which was an affiliate of the Fund prior to March 1, 2021.
Share Ownership by Trustee
As of November 1, 2022, Mr. Quinton beneficially owned between $50,001 and $100,000 of Limited Duration Income Fund's equity securities. No other Trustee held shares in the Funds as of November 1, 2022. The following table shows, as of November 1, 2022, the dollar range of equity securities beneficially owned by each Trustee in all registered investment companies advised or administered by Eaton Vance (the “Eaton Vance family of funds”) overseen by the Trustee.
| 5 | Proxy Statement dated November 23, 2022 |
| Name of Trustee | Aggregate Dollar Range of Equity Securities Beneficially Owned in Funds Overseen by Trustee in the Eaton Vance Family of Funds | |
| Interested Trustee | ||
| Thomas E. Faust Jr. | Over $100,000 | |
| Noninterested Trustees | ||
| Mark R. Fetting | Over $100,000 | |
| Cynthia E. Frost | Over $100,000 | |
| George J. Gorman | Over $100,000 | |
| Valerie A. Mosley | Over $100,000 | |
| Keith Quinton | Over $100,000 | |
| Marcus L. Smith | Over $100,000 | |
| Susan J. Sutherland | Over $100,000(1) | |
| Scott E. Wennerholm | Over $100,000(1) | |
| Nancy A. Wiser(2) | None | |
| (1) Includes shares which may be deemed to be beneficially owned through the Trustee Deferred Compensation Plan. | ||
| (2) Ms. Wiser began serving as a Trustee effective April 4, 2022. | ||
Board Meetings and Committees
The Board has general oversight responsibility with respect to the business and affairs of each Fund. The Board has engaged an investment adviser and (if applicable) a sub-adviser (collectively, the “adviser”) to manage each Fund. The Funds’ investment adviser also serves as administrator of each Fund. The Board is responsible for overseeing such adviser and administrator and other service providers to the Fund. The Board is currently composed of ten Trustees, including nine Trustees who are not “interested persons” of a Fund, as that term is defined in the 1940 Act (each a “noninterested Trustee”). In addition to six regularly scheduled meetings per year, the Board holds special meetings or informal conference calls to discuss specific matters that may require action prior to the next regular meeting. As discussed below, the Board has established six committees to assist the Board in performing its oversight responsibilities.
The Board has appointed a noninterested Trustee to serve in the role of Chairperson. The Chairperson’s primary role is to participate in the preparation of the agenda for meetings of the Board and the identification of information to be presented to the Board with respect to matters to be acted upon by the Board. The Chairperson also presides at all meetings of the Board and acts as a liaison with service providers, officers, attorneys, and other Board members generally between meetings. The Chairperson may perform such other functions as may be requested by the Board from time to time. In addition, the Board may appoint a noninterested Trustee to serve in the role of Vice-Chairperson. The Vice-Chairperson has the power and authority to perform any or all of the duties and responsibilities of the Chairperson in the absence of the Chairperson and/or as requested by the Chairperson. Except for any duties specified herein or pursuant to each Fund’s Declaration of Trust or By-Laws, the designation of Chairperson or Vice-Chairperson does not impose on such noninterested Trustee any duties, obligations or liability that is greater than the duties, obligations or liability imposed on such person as a member of the Board, generally.
Each Fund is subject to a number of risks, including, among others, investment, compliance, operational, and valuation risks. Risk oversight is part of the Board’s general oversight of each Fund and is addressed as part of various activities of the Board and its Committees. As part of its oversight of each Fund, the Board directly, or through a Committee, relies on and reviews reports from, among others, Fund management, the adviser/administrator, the principal underwriter, the Chief Compliance Officer (the “CCO”), and other Fund service providers responsible for day-to-day oversight of Fund investments, operations and compliance to assist the Board in identifying and understanding the nature and extent of risks and determining whether, and to what extent, such risks can or should be mitigated. The Board also interacts with the CCO and with senior personnel of the adviser/administrator, the principal underwriter and other Fund service providers and provides input on risk management issues during meetings of the Board and its Committees. Each of the adviser/administrator, the principal underwriter and the other Fund service providers has its own independent interest and responsibilities in risk management, and its policies and methods for carrying out risk management functions will depend, in part, on
| 6 | Proxy Statement dated November 23, 2022 |
its individual priorities, resources and controls. It is not possible to identify all of the risks that may affect a Fund or to develop processes and controls to eliminate or mitigate their occurrence or effects. Moreover, it is necessary to bear certain risks (such as investment-related risks) to achieve a Fund’s goals.
The Board, with the assistance of management and with input from the Board’s various committees, reviews investment policies and risks in connection with its review of Fund performance. The Board has appointed a Fund CCO who oversees the implementation and testing of each Fund’s compliance program and reports to the Board regarding compliance matters for the Funds and their principal service providers. In addition, as part of the Board’s periodic review of the advisory, subadvisory (if applicable), distribution and other service provider agreements, the Board may consider risk management aspects of their operations and the functions for which they are responsible. With respect to valuation, the Board approves and periodically reviews valuation policies and procedures applicable to valuing each Fund’s shares. The administrator and the adviser are responsible for the implementation and day-to-day administration of these valuation policies and procedures and provide reports to the Audit Committee of the Board and the Board regarding these and related matters. In addition, the Audit Committee of the Board or the Board receives reports periodically from the independent public accounting firm for each Fund regarding tests performed by such firm on the valuation of all securities, as well as with respect to other risks associated with registered investment companies. Reports received from service providers, legal counsel and the independent public accounting firm assist the Board in performing its oversight function.
Each Fund’s By-Laws set forth specific qualifications to serve as a Trustee. The Charter of the Governance Committee also sets forth certain factors that the Committee may take into account in considering noninterested Trustee candidates. In general, no one factor is decisive in the selection of an individual to join the Board. Among the factors the Board considers when concluding that an individual should serve on the Board are the following: (i) knowledge in matters relating to the mutual fund industry; (ii) experience as a director or senior officer of public companies; (iii) educational background; (iv) reputation for high ethical standards and professional integrity; (v) specific financial, technical or other expertise, and the extent to which such expertise would complement the Board members’ existing mix of skills, core competencies and qualifications; (vi) perceived ability to contribute to the ongoing functions of the Board, including the ability and commitment to attend meetings regularly and work collaboratively with other members of the Board; (vii) the ability to qualify as a noninterested Trustee for purposes of the 1940 Act and any other actual or potential conflicts of interest involving the individual and each Fund; and (viii) such other factors as the Board determines to be relevant in light of the existing composition of the Board.
Among the attributes or skills common to all Board members are their ability to review critically, evaluate, question and discuss information provided to them, to interact effectively with the other members of the Board, management, sub-advisers, other service providers, counsel and independent registered public accounting firms, and to exercise effective and independent business judgment in the performance of their duties as members of the Board. Each Board member’s ability to perform his or her duties effectively has been attained through the Board member’s business, consulting, public service and/or academic positions and through experience from service as a member of the Boards of the Eaton Vance family of funds (“Eaton Vance Fund Boards”) (and/or in other capacities, including for any predecessor funds), public companies, or non-profit entities or other organizations as set forth below. Each Board member’s ability to perform his or her duties effectively also has been enhanced by his or her educational background, professional training, and/or other life experiences.
In respect of each current member of the Board, the individual’s substantial professional accomplishments and experience, including in fields related to the operations of registered investment companies, were a significant factor in the determination that the individual should serve as a member of the Board. The following is a summary of each Board member’s particular professional experience and additional considerations that contributed to the Board’s conclusion that he or she should serve as a member of the Board:
Thomas E. Faust Jr. Mr. Faust has served as a member of the Eaton Vance Fund Boards since 2007. Effective March 1, 2021, he is Chairman of MSIM. He is also a member of the Board of Managers and President of EV, and Chief Executive Officer and President of Eaton Vance and BMR. Mr. Faust previously served as Chairman and Chief Executive Officer of EVC from 2007 through March 1, 2021 and as President of EVC from 2006 through March 1, 2021. Mr. Faust also previously served as a Director of EVD from 2007 through February 15, 2022. Mr. Faust served as a Director of Hexavest Inc. from 2012-2021. From 2016 through 2019, Mr. Faust served as a Director of SigFig Wealth Management LLC. Mr. Faust previously served as an equity analyst, portfolio manager, Director of Equity Research and Management and Chief Investment Officer of Eaton Vance from 1985-2007. He holds B.S. degrees in Mechanical Engineering and Economics from the Massachusetts Institute of Technology and an MBA from Harvard Business School. Mr. Faust has been a Chartered Financial Analyst since 1988. He is a trustee and member of the executive committee of the Boston Symphony Orchestra, Inc. and trustee emeritus of Wellesley College.
Mark R. Fetting. Mr. Fetting has served as a member of the Eaton Vance Fund Boards since 2016 and is the Chairperson of the Contract Review Committee. He has over 30 years of experience in the investment management industry as an executive and in various leadership roles. From 2000 through 2012, Mr. Fetting
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served in several capacities at Legg Mason, Inc., including most recently serving as President, Chief Executive Officer, Director and Chairman from 2008 to his retirement in 2012. He also served as a Director/Trustee and Chairman of the Legg Mason family of funds from 2008-2012 and Director/Trustee of the Royce family of funds from 2001-2012. From 2001 through 2008, Mr. Fetting also served as President of the Legg Mason family of funds. From 1991 through 2000, Mr. Fetting served as Division President and Senior Officer of Prudential Financial Group, Inc. and related companies. Early in his professional career, Mr. Fetting was a Vice President at T. Rowe Price and served in leadership roles within the firm’s mutual fund division from 1981-1987.
Cynthia E. Frost. Ms. Frost has served as a member of the Eaton Vance Fund Boards since 2014 and is the Chairperson of the Portfolio Management Committee. From 2000 through 2012, Ms. Frost was the Chief Investment Officer of Brown University, where she oversaw the evaluation, selection and monitoring of the third party investment managers who managed the university’s endowment. From 1995 through 2000, Ms. Frost was a Portfolio Strategist for Duke Management Company, which oversaw Duke University’s endowment. Ms. Frost also served in various investment and consulting roles at Cambridge Associates from 1989-1995, Bain and Company from 1987-1989 and BA Investment Management Company from 1983-1985. She serves as a member of the investment committee of the MCNC Endowment.
George J. Gorman. Mr. Gorman has served as a member of the Eaton Vance Fund Boards since 2014 and is the Independent Chairperson of the Board. From 1974 through 2009, Mr. Gorman served in various capacities at Ernst & Young LLP, including as a Senior Partner in the Asset Management Group (from 1988) specializing in managing engagement teams responsible for auditing mutual funds registered with the SEC, hedge funds and private equity funds. Mr. Gorman also has experience serving as an independent trustee of other mutual fund complexes, including the Bank of America Money Market Funds Series Trust from 2011-2014 and the Ashmore Funds from 2010-2014.
Valerie A. Mosley. Ms. Mosley has served as a member of the Eaton Vance Fund Boards since 2014 and is the Chairperson of the Governance Committee. In 2020 she founded Upward Wealth, Inc., doing business as BrightUp, a fintech platform focused on helping everyday workers grow their net worth and reinforce their self-worth. From 1992 through 2012, Ms. Mosley served in several capacities at Wellington Management Company, LLP, an investment management firm, including as a Partner, Senior Vice President, Portfolio Manager and Investment Strategist. Ms. Mosley also served as Chief Investment Officer at PG Corbin Asset Management from 1990-1992 and worked in institutional corporate bond sales at Kidder Peabody from 1986-1990. She is a Director of Envestnet, Inc., a provider of intelligent systems for wealth management and financial wellness and, DraftKings, Inc., a digital sports entertainment and gaming company. In addition, she is also a board member of Caribou Financial, Inc., an auto loan refinancing company. Ms. Mosley previously served as a Director of Dynex Capital, Inc., a mortgage REIT from 2013-2020, a Director of Progress Investment Management Company, a manager of emerging managers, until 2020 and as a Director of Groupon, Inc., an e-commerce platform from 2020-2022. She serves as a trustee or board member of several major non-profit organizations and endowments.
Keith Quinton. Mr. Quinton has served as a member of the Eaton Vance Fund Boards since October 1, 2018. He had over thirty years of experience in the investment industry before retiring from Fidelity Investments in 2014. Prior to joining Fidelity, Mr. Quinton was a vice president and quantitative analyst at MFS Investment Management from 2000-2001. From 1997 through 2000, he was a senior quantitative analyst at Santander Global Advisors and, from 1995 through 1997, Mr. Quinton was senior vice president in the quantitative equity research department at Putnam Investments. Prior to joining Putnam Investments, Mr. Quinton served in various investment roles at Eberstadt Fleming, Falconwood Securities Corporation and Drexel Burnham Lambert, where he began his career in the investment industry as a senior quantitative analyst in 1983. Mr. Quinton served as an Independent Investment Committee Member of the New Hampshire Retirement System, a five member committee that manages investments based on the investment policy and asset allocation approved by the board of trustees (2017-2021), and as a Director, (2016-2021) and Chairman, (2019-2021) of the New Hampshire Municipal Bond Bank.
Marcus L. Smith. Mr. Smith has served as a member of the Eaton Vance Fund Boards since October 1, 2018 and is the Chairperson of the Ad Hoc Committee for Closed-End Fund Matters. Mr. Smith has been a Director of First Industrial Realty Trust, Inc., a fully integrated owner, operator and developer of industrial real estate, since 2021, where he serves on the Investment and Nominating/Corporate Governance Committees. Since 2017, Mr. Smith has been a Director of MSCI Inc., a leading provider of investment decision support tools worldwide, where he serves on the Compensation and Talent Management Committee and Strategy & Finance Committee. From 2017 through 2018, he served as a Director of DCT Industrial Trust Inc., a leading logistics real estate company, where he served as a member of the Nominating and Corporate Governance and Audit Committees. From 1994 through 2017, Mr. Smith served in several capacities at MFS Investment Management, an investment management firm, where he managed the MFS Institutional International Fund for 17 years and the MFS Concentrated International Fund for 10 years. In addition to his portfolio management duties, Mr. Smith served as Chief Investment Officer, Canada from 2012-2017, Chief Investment Officer, Asia from 2010-2012, and Director of Asian Research from 2005-2010. Prior to joining MFS, Mr. Smith was a senior consultant at Andersen Consulting
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(now known as Accenture) from 1988-1992. Mr. Smith served as a United States Army Reserve Officer from 1987-1992. He was also a trustee of the University of Mount Union from 2008-2020 and served on the Boston advisory board of the Posse Foundation from 2015-2021. Mr. Smith currently sits on the Harvard Medical School Advisory Council on Education, the Board of Directors for Facing History and Ourselves and is a Trustee of the Core Knowledge Foundation.
Susan J. Sutherland. Ms. Sutherland has served as a member of the Eaton Vance Fund Boards since 2015 and is the Chairperson of the Compliance Reports and Regulatory Matters Committee. She is also a Director of Ascot Group Limited and certain of its subsidiaries. Ascot Group Limited, through its related businesses including Syndicate 1414 at Lloyd’s of London, is a leading global underwriter of specialty property and casualty insurance and reinsurance. In addition, Ms. Sutherland is a Director of Kairos Acquisition Corp., which is concentrating on acquisition and business combination efforts within the insurance and insurance technology (also known as “InsurTech”) sectors. Ms. Sutherland was a Director of Montpelier Re Holdings Ltd., a global provider of customized reinsurance and insurance products, from 2013 until its sale in 2015 and of Hagerty Holding Corp., a leading provider of specialized automobile and marine insurance from 2015-2018. From 1982 through 2013, Ms. Sutherland was an associate, counsel and then a partner in the Financial Institutions Group of Skadden, Arps, Slate, Meagher & Flom LLP, where she primarily represented U.S. and international insurance and reinsurance companies, investment banks and private equity firms in insurance-related corporate transactions. In addition, Ms. Sutherland has also served as a board member of prominent non-profit organizations.
Scott E. Wennerholm. Mr. Wennerholm has served as a member of the Eaton Vance Fund Boards since 2016 and is the Chairperson of the Audit Committee. He has over 30 years of experience in the financial services industry in various leadership and executive roles. Mr. Wennerholm served as Chief Operating Officer and Executive Vice President at BNY Mellon Asset Management from 2005-2011. He also served as Chief Operating Officer and Chief Financial Officer at Natixis Global Asset Management from 1997-2004 and was a Vice President at Fidelity Investments Institutional Services from 1994-1997. In addition, Mr. Wennerholm served as a Trustee at Wheelock College, a postsecondary institution from 2012-2018.
Nancy A. Wiser. Ms. Wiser has served as a member of the Eaton Vance Fund Boards since April 4, 2022. Ms. Wiser has over 30 years of experience in the investment management and financial services industry. From 2011-2021, Ms. Wiser served as an Executive Vice President and the Global Head of Operations at Wells Fargo Asset Management, where she oversaw operations and governance matters. In the role of governance, Ms. Wiser served as chairman of the board for the Wells Fargo Asset Management United Kingdom and Luxembourg legal entities as well as the Luxembourg funds. Additionally, Ms. Wiser served as the Treasurer for the Wells Fargo Funds from 2012-2021. Prior to joining Wells Fargo Asset Management, Ms. Wiser served as Chief Operating Officer and Chief Compliance Officer for two registered asset management companies where she oversaw all non-investment activities. She currently serves on the University of Minnesota philanthropic board for the Masonic Cancer Center (since 2021) and previously served on several other non-profit boards including her alma mater Providence College Business Advisory board, Boston Scores and the National Black MBA Advisory board.
During the fiscal year ended March 31, 2022, the Trustees of each Fund met eleven times. Each Board of Trustees has several standing Committees, including the Audit Committee, the Contract Review Committee, the Governance Committee, the Portfolio Management Committee, the Compliance Reports and Regulatory Matters Committee and the Ad Hoc Committee for Closed-End Fund Matters. The Audit Committee met eleven times, the Contract Review Committee met four times, the Governance Committee met eight times, the Portfolio Management Committee met seven times, the Compliance Reports and Regulatory Matters Committee met eight times and the Ad Hoc Committee for Closed-End Fund Matters met five times during such period. Each Trustee attended at least 75% of such Board and Committee meetings on which he or she serves. None of the Trustees attended the Funds’ 2022 Annual Meeting of Shareholders.
Each Committee of the Board of Trustees of each Fund is comprised of only noninterested Trustees. The respective duties and responsibilities of these Committees remain under the continuing review of the Governance Committee and the Board.
Messrs. Wennerholm (Chairperson), Gorman and Quinton and Ms. Wiser are members of the Audit Committee. The Board has designated Messrs. Gorman and Wennerholm, each a noninterested Trustee, as “audit committee financial experts” as that term is defined in the applicable SEC rules. Each Audit Committee member is independent under applicable listing standards of the NYSE American LLC or New York Stock Exchange (as applicable). The purposes of the Audit Committee are to (i) oversee each Fund’s accounting and financial reporting processes, its internal control over financial reporting, and, as appropriate, the internal control over financial reporting of certain service providers; (ii) oversee or, as appropriate, assist Board oversight of the quality and integrity of each Fund’s financial statements and the independent audit thereof; (iii) oversee, or, as appropriate, assist Board oversight of, each Fund’s compliance with legal and regulatory requirements that relate to the Fund’s accounting and financial reporting, internal control over financial reporting and independent audits;
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(iv) approve, prior to appointment, the engagement and, when appropriate, replacement of the independent auditors, and, if applicable, nominate independent auditors to be proposed for shareholder ratification in any proxy statement of each Fund; (v) evaluate the qualifications, independence and performance of the independent registered public accounting firm and the audit partner in charge of leading the audit; and (vi) prepare, as necessary, audit committee reports consistent with the requirements of applicable SEC and stock exchange rules for inclusion in the proxy statement for the Annual Meeting of Shareholders of the Fund. Each Fund’s Board of Trustees has adopted a written charter for its Audit Committee, a copy of which is attached as Exhibit A. The Audit Committee’s Report is set forth below under “Additional Information.”
Messrs. Fetting (Chairperson), Gorman, Quinton, Smith and Wennerholm and Mses. Frost, Mosley, Sutherland and Wiser are members of the Contract Review Committee. The purposes of the Contract Review Committee are to consider, evaluate and make recommendations to the Board concerning the following matters: (i) contractual arrangements with each service provider to each Fund, including advisory, sub-advisory, transfer agency, custodial and fund accounting, distribution services (if any) and administrative services; (ii) any and all other matters in which any of each Fund’s service providers (including Eaton Vance or any affiliated entity thereof) has an actual or potential conflict of interest with the interests of the Fund or its shareholders; and (iii) any other matter appropriate for review by the noninterested Trustees, unless the matter is within the responsibilities of other Committees of the Board.
Mses. Frost (Chairperson) and Mosley and Messrs. Smith and Wennerholm are members of the Portfolio Management Committee. The purposes of the Portfolio Management Committee are to: (i) assist the Board in its oversight of the portfolio management process employed by each Fund and their investment adviser and sub-adviser(s), if applicable, relative to the Funds’ stated objective(s), strategies and restrictions; (ii) assist the Board in its oversight of the trading policies and procedures and risk management techniques applicable to the Funds; and (iii) assist the Board in its monitoring of the performance results of all funds, giving special attention to the performance of certain funds that it or the Board of Trustees identifies from time to time.
Mses. Sutherland (Chairperson) and Wiser and Messrs. Fetting and Quinton are members of the Compliance Reports and Regulatory Matters Committee. The purposes of the Compliance Reports and Regulatory Matters Committee are to: (i) assist the Board in its oversight role with respect to compliance issues and certain other regulatory matters affecting the Funds; (ii) serve as a liaison between the Board of Trustees and the Funds’ CCO; and (iii) serve as a “qualified legal compliance committee” within the rules promulgated by the SEC.
Messrs. Smith (Chairperson), Fetting and Quinton and Ms. Sutherland are members of the Ad Hoc Committee for Closed-End Fund Matters. The purpose of the Ad Hoc Committee for Closed-End Fund Matters is to consider, evaluate and make recommendations to the Board with respect to issues specifically related to Eaton Vance Closed-End Funds.
Mses. Mosley (Chairperson), Frost, Sutherland and Wiser and Messrs. Fetting, Gorman, Quinton, Smith and Wennerholm are members of the Governance Committee. Each Governance Committee member is independent under applicable listing standards of the NYSE American LLC or New York Stock Exchange (as applicable). The purpose of the Governance Committee is to consider, evaluate and make recommendations to the Board with respect to the structure, membership and operation of the Board and the Committees thereof, including the nomination and selection of noninterested Trustees and a Chairperson of the Board and the compensation of such persons.
Each Fund’s Board has adopted a written charter for its Governance Committee, a copy of which is available on the Eaton Vance website, https://funds.eatonvance.com/closed-end-fund-and-term-trust-documents.php. The Governance Committee identifies candidates by obtaining referrals from such sources as it deems appropriate, which may include current Trustees, management of the Fund, counsel and other advisors to the Trustees, and shareholders of the Funds who submit recommendations in accordance with the procedures described in the Committee’s charter. In no event shall the Governance Committee consider as a candidate to fill any vacancy an individual recommended by management of the Funds, unless the Governance Committee has invited management to make such a recommendation. The Governance Committee will, when a vacancy exists, consider a nominee for Trustee recommended by a shareholder, provided that such recommendation is submitted in writing to the Fund’s Secretary at the principal executive office of the Fund. Such recommendations must be accompanied by biographical and occupational data on the candidate (including whether the candidate would be an “interested person” of the Fund), a written consent by the candidate to be named as a nominee and to serve as Trustee if elected, record and ownership information for the recommending shareholder with respect to the Fund, and a description of any arrangements or understandings regarding recommendation of the candidate for consideration. The Governance Committee’s procedures for evaluating candidates for the position of noninterested Trustee are set forth in an appendix to the Committee’s charter.
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The Governance Committee does not have a formal policy to consider diversity when identifying candidates for the position of noninterested Trustee. Rather, as a matter of practice, the Committee considers the overall diversity of the Board’s composition when identifying candidates. Specifically, the Committee considers how a particular candidate could be expected to contribute to overall diversity in the backgrounds, skills and experiences of the Board’s members and thereby enhance the effectiveness of the Board. In addition, as part of its annual self-evaluation, the Board has an opportunity to consider the diversity of its members, including specifically whether the Board’s members have the right mix of characteristics, experiences and skills. The results of the self-evaluation are considered by the Governance Committee in its decision-making process with respect to candidates for the position of noninterested Trustee.
Communications with the Board of Trustees
Shareholders wishing to communicate with the Board may do so by sending a written communication to the Chairperson of the Board of Trustees, the Chairperson of any Committee of the Board of Trustees or to the noninterested Trustees as a group, at the following address: Two International Place, Boston, Massachusetts 02110, c/o the Secretary of the applicable Fund.
Remuneration of Trustees
Each noninterested Trustee is compensated for his or her services according to a fee schedule adopted by each Board of Trustees, and receives a fee that consists of an annual retainer and a committee service component. Each Fund pays each noninterested Trustee a pro rata share, as described below, of: (i) an annual retainer of $295,000(1); (ii) an additional annual retainer of $150,000 for serving as the Chairperson of the noninterested Trustees; (iii) an additional annual retainer of $77,500 for Committee Service; (iv) an additional annual retainer of $15,000 for serving on four or more Committees, not including the Ad Hoc Committee; (v) an additional annual retainer of $35,000 for serving as the Governance Committee Chairperson, the Audit Committee Chairperson, the Compliance Committee Chairperson, the Contract Review Committee Chairperson or the Portfolio Management Committee Chairperson (to be split evenly in the event of Co-Chairpersons); (vi) the Chairperson of an Ad Hoc Committee will receive $5,000 for any six-month period the Ad Hoc Committee is in existence and meets, with the six-month periods being October 1 through March 31 and April 1 through September 30; and (vii) out-of-pocket expenses. The pro rata share paid by each Fund is based on the Fund’s average net assets as a percentage of the average net assets of all the funds in the Eaton Vance family of funds. During the fiscal year ended March 31, 2022, the Trustees of each Fund earned the following compensation in their capacities as Trustees of each Fund. For the calendar year ended December 31, 2021, the Trustees earned the following compensation in their capacities as members of the Eaton Vance Fund Boards(2):
| Mark R. Fetting | Cynthia E. Frost | George J. Gorman | Valerie A. Mosley | Keith Quinton | Marcus L. Smith | Susan J. Sutherland | Scott E. Wennerholm | Nancy A. Wiser | |
| Limited Duration Income Fund | $10,585 | $10,759(3) | $13,327 | $10,759(4) | $9,919 | $9,867 | $10,759(5) | $11,171 | $9,867 |
| National Municipal Opportunities Trust | $1,760 | $1,788(3) | $2,217 | $1,788(4) | $1,649 | $1,640 | $1,788(5) | $1,857 | $1,640 |
| Total Compensation from Fund and Fund Complex(2) | $364,625 | $383,375(6) | $427,125 | $383,375 | $348,179 | $350,875 | $388,375(7) | $398,375 | $350,875 |
| (1) | As of November 1, 2022, the Eaton Vance fund complex consists of 135 registered investment companies or series thereof. |
| (2) | The compensation schedule disclosed above reflects the current compensation, which may not have been in place for each Fund’s full fiscal year ended March 31, 2022 or the full calendar year ended December 31, 2021. Amounts do not include expenses reimbursed to Trustees for attending Board meetings, which in the aggregate amounted to $1,482 for the calendar year ended December 31, 2021. Ms. Wiser began serving as a Trustee effective April 4, 2022, and thus the compensation figures listed for each Fund and for the Fund and Fund Complex are estimated based on amounts she would have received if she had been a Trustee for the fiscal year ended March 31, 2022 and for the calendar year ended December 31, 2021. William H. Park and Helen Frame Peters each retired as Trustees effective July 1, 2022. For the fiscal year ended March 31, 2022, Mr. Park received Trustees fees of $11,148 from Limited Duration Income Fund and $1,849 from National Municipal Opportunities Trust. For the calendar year ended December 31, 2021, he received $457,125 from the Fund and Fund Complex. Ms. Peters received Trustees fees of $10,209 from Limited Duration Income Fund and $1,697 from National Municipal Opportunities Trust. For the calendar year ended December 31, 2021, she received $363,375 from the Fund and Fund Complex. |
| (3) | Includes deferred compensation as follows: Limited Duration Income Fund - $3,512; and National Municipal Opportunities Trust - $571. |
| (4) | Includes deferred compensation as follows: Limited Duration Income Fund - $410; and National Municipal Opportunities Trust - $70. |
| (5) | Includes deferred compensation as follows: Limited Duration Income Fund - $7,400; and National Municipal Opportunities Trust - $1,218. |
| (6) | Includes $250,000 of deferred compensation. |
| (7) | Includes $384,337 of deferred compensation. |
Trustees of each Fund who are not affiliated with Eaton Vance may elect to defer receipt of all or a percentage of their annual fees in accordance with the terms of a Trustees Deferred Compensation Plan (the “Deferred Compensation Plan”). Under the Deferred Compensation Plan, an eligible Trustee may elect to have his or her deferred fees invested in the shares of one or more funds in the Eaton Vance family of funds, and the amount
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paid to the Trustees under the Deferred Compensation Plan will be determined based upon the performance of such investments. Deferral of Trustees’ fees in accordance with the Deferred Compensation Plan will have a negligible effect on the assets, liabilities, and net income of a participating Fund, and will not obligate a Fund to retain the services of any Trustee or obligate a Fund to pay any particular level of compensation to the Trustee. No Fund has a retirement plan for its Trustees.
The Board recommends that shareholders vote FOR the election of the Trustee nominees of each Fund.
NOTICE TO BANKS AND BROKER/DEALERS
Each Fund has previously solicited all Nominee and Broker/Dealer accounts as to the number of additional proxy statements required to supply owners of shares. Should additional proxy material be required for beneficial owners, please call 1-866-864-4942, send an email to corporateservices@astfundsolutions.com or forward such requests to AST Fund Solutions, LLC, 55 Challenger Road, Suite 201, Ridgefield Park, NJ 07660.
ADDITIONAL INFORMATION
Audit Committee Report
Each Audit Committee reviews and discusses the audited financial statements with Fund management. Each Audit Committee also discusses with the independent registered public accounting firm the matters required to be discussed by SAS 61 (Communication with Audit Committees), as modified or supplemented. Each Audit Committee receives the written disclosures and the letter from the independent registered public accounting firm required by Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees), as modified or supplemented, and discusses with the independent registered public accounting firm their independence.
Based on the review and discussions referred to above, each Audit Committee recommended to the Board of Trustees that the audited financial statements be included in the Fund’s annual report to shareholders for filing with the SEC. As mentioned, the Audit Committee is currently comprised of Messrs. Wennerholm (Chairperson), Gorman and Quinton and Ms. Wiser.
Auditors, Audit Fees and All Other Fees
Deloitte & Touche LLP (“Deloitte”), 200 Berkeley Street, Boston, Massachusetts 02116, serves as the independent registered public accounting firm of each Fund. Representatives of Deloitte are not expected to be present at the Annual Meeting, but have been given the opportunity to make a statement if they desire to do so and will be available should any matter arise requiring their presence.
Aggregate audit, audit-related, tax, and other fees billed to each Fund by the Fund’s independent registered public accounting firm for the relevant periods are set forth on Exhibit B hereto. Aggregate non-audit fees (i.e., fees for audit-related, tax, and other services) billed for the relevant periods to (i) each Fund by the Fund’s independent registered public accounting firm; and (ii) the Eaton Vance organization by the Fund’s independent registered public accounting firm are also set forth on Exhibit B hereto.
Each Fund’s Audit Committee has adopted policies and procedures relating to the pre-approval of services provided by the Fund’s independent registered public accounting firm (the “Pre-Approval Policies”). The Pre-Approval Policies establish a framework intended to assist the Audit Committee in the proper discharge of its pre-approval responsibilities. As a general matter, the Pre-Approval Policies (i) specify certain types of audit, audit-related, tax, and other services determined to be pre-approved by the Audit Committee; and (ii) delineate specific procedures governing the mechanics of the pre-approval process, including the approval and monitoring of audit and non-audit service fees. Unless a service is specifically pre-approved under the Pre-Approval Policies, it must be separately pre-approved by the Audit Committee. The Pre-Approval Policies and the types of audit and non-audit services pre-approved therein must be reviewed and ratified by each Fund’s Audit Committee at least annually. Each Fund’s Audit Committee maintains full responsibility for the appointment, compensation, and oversight of the work of the Fund’s independent registered public accounting firm.
Each Fund’s Audit Committee has considered whether the provision by the Fund’s independent registered public accounting firm of non-audit services to the Fund’s investment adviser, as well as any of its affiliates that provide ongoing services to the Fund, that were not pre-approved pursuant to Rule 2-01(c)(7)(ii) of Regulation S-X is compatible with maintaining the independent registered public accounting firm’s independence.
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Officers of the Funds
The officers of the Funds and their length of service are set forth below. The officers of the Funds hold indefinite terms of office. Because of their positions with Eaton Vance and their ownership of Morgan Stanley stock, the officers of the Funds will benefit from any advisory and/or administration fees paid by each Fund to Eaton Vance. Each officer affiliated with Eaton Vance may hold a position with other Eaton Vance affiliates that is comparable to his or her position with Eaton Vance listed below. Information in the table below about an officer's position with a Fund and the period as an officer are for each Fund unless otherwise noted.
| Name and Year of Birth(1) | Fund Position(s) | Officer Since(2) | Principal Occupation(s) During Past Five Years(3) | |||
| ERIC A. STEIN 1980 | President | 2020 | Vice President and Chief Investment Officer, Fixed Income of Eaton Vance and BMR. Prior to November 1, 2020, Mr. Stein was a co-Director of Eaton Vance’s Global Income Investments. Officer of 113 registered investment companies managed by Eaton Vance or BMR. Also Vice President of Calvert Research and Management (“CRM”) since 2020. | |||
| DEIDRE E. WALSH 1971 | Vice President and Chief Legal Officer | 2021 | Vice President of Eaton Vance and BMR. Officer of 135 registered investment companies managed by Eaton Vance or BMR. Also Vice President of CRM and officer of 42 registered investment companies advised or administered by CRM since 2021. | |||
| JAMES F. KIRCHNER 1967 | Treasurer | 2007 | Vice President of Eaton Vance and BMR. Officer of 135 registered investment companies managed by Eaton Vance or BMR. Also Vice President of CRM and officer of 42 registered investment companies advised or administered by CRM since 2016. | |||
| JILL R. DAMON 1984 | Secretary | 2022 | Vice President of Eaton Vance and BMR since 2017. Officer of 135 registered investment companies managed by Eaton Vance or BMR. Formerly, associate at Dechert LLP (2009-2017). | |||
| RICHARD F. FROIO 1968 | Chief Compliance Officer | 2017 | Vice President of Eaton Vance and BMR since 2017. Officer of 135 registered investment companies managed by Eaton Vance or BMR. Formerly, Deputy Chief Compliance Officer (Adviser/Funds) and Chief Compliance Officer (Distribution) at PIMCO (2012-2017) and Managing Director at BlackRock/Barclays Global Investors (2009-2012). |
| (1) | The business address of each officer is Two International Place, Boston, Massachusetts 02110. |
| (2) | Year first elected to serve as officer of a fund in the Eaton Vance family of funds when the officer has served continuously. Otherwise, year of most recent election as an officer of a fund in the Eaton Vance family of funds. Titles may have changed since initial election. |
| (3) | Includes both funds and portfolios in a hub and spoke structure. |
Investment Adviser and Administrator
Eaton Vance Management, with its principal office at Two International Place, Boston, Massachusetts 02110, serves as the investment adviser and administrator to each Fund. Prior to March 1, 2021, EVM was a wholly owned subsidiary of EVC. On March 1, 2021, Morgan Stanley acquired EVC and EVM became an indirect, wholly owned subsidiary of Morgan Stanley.
Proxy Solicitation, Tabulation and Tabulation. Voting Requirements
The expense of preparing, printing and mailing this Proxy Statement and enclosures and the costs of soliciting proxies on behalf of the Board of each Fund will be borne by EVC and notratably by the Funds. Proxies will be solicited by mail and may be solicited in person or by telephone or facsimile by officers of a Fund, by personnel of its administrator, Eaton Vance, by the transfer agent, American Stock Transfer & Trust Company,AST Fund Solutions, LLC, by broker-dealer firms, or by a professional solicitation organization. The expenses associated with the solicitation of these proxies and with any further proxies will be borne by the applicable Fund. A written proxy may be delivered to a Fund or its transfer agent prior to the Annual Meeting by facsimile machine, graphic communication equipment or similar electronic transmission. EVCA Fund will reimburse banks, broker-dealer firms, and other persons holding shares registered in their names or in the names of their nominees, for their expenses incurred in sending proxy material to and obtaining proxies from the beneficial owners of such shares. Total estimated proxy solicitation costs are approximately $5.3 million.$67,700 and will be paid by the Funds pro rata based on the number of shareholder accounts.
All proxy cards solicited by the Board that are properly executed and received by the Secretary prior to the Annual Meeting, and which are not revoked, will be voted at the Annual Meeting. Shares represented by such proxies will be voted in accordance with the instructions thereon. If no specification is made on the proxy card with respect to Proposal 1, it will be voted FOR the matters specified on the proxy card. All shares that are voted and votes to ABSTAIN will be counted towards establishing a quorum, as will broker non-votes. (Broker non-votes are shares for which (i) the beneficial owner has not voted and (ii) the broker holding the shares does not have discretionary authority to vote on the particular matter.) Accordingly, abstentions and broker non-votes, which will be treated as shares that are present at the Annual Meeting but which have not been voted, will assist a Fund in obtaining a quorum but will have no effect on the outcome of Proposal 1.
| 13 | Proxy Statement dated November 23, 2022 |
A quorum requires the presence, in person or by proxy, of a majority of the outstanding shares of a Fund entitled to vote. In the event that a quorum is not present at the Annual Meeting, or if a quorum is present at the Annual Meeting but sufficient votes by the shareholders of a Fund FOR the Proposal set forth in the Notice of this Annual Meeting are not received by January 12, 2023, the persons named as proxies may propose one or more adjournments of the Annual Meeting to permit further solicitation of proxies. Any such adjournment will require the affirmative vote of the holders of a majority of the shares of that Fund present in person or by proxy at the session of the Annual Meeting to be adjourned. The persons named as proxies will vote FOR such adjournment those proxies which they are entitled to vote FOR any Trustee nominee. They will vote against any such adjournment those proxies that voted “WITHHOLD AUTHORITY FOR ALL NOMINEES” (sometimes referred to as abstentions). The costs of any such additional solicitation and of any adjourned session will be borne by the Funds.
Each Fund’s By-Laws include provisions (the “Control Share Provisions”) pursuant to which, in summary, a shareholder who obtains beneficial ownership of Fund shares in a “Control Share Acquisition” may exercise voting rights with respect to such shares only to the extent the authorization of such voting rights is approved by other shareholders of the Fund. Subject to various conditions and exceptions, the By-Laws define a “Control Share Acquisition” to include an acquisition of Fund shares that, but for the Control Share Provisions, would give the beneficial owner, upon the acquisition of such shares, the ability to exercise voting power in the election of Fund Trustees in any of the following ranges: (i) one-tenth or more, but less than one-fifth of all voting power; (ii) one-fifth or more, but less than one-third of all voting power; (iii) one-third or more, but less than a majority of all voting power; or (iv) a majority or more of all voting power. Share acquisitions prior to August 13, 2020 are excluded from the definition of Control Share Acquisition, though such shares are included in assessing whether any subsequent share acquisition exceeds one of the enumerated thresholds. Additionally, Control Share Acquisitions are defined as including certain shares acquired during look-back and look-forward periods as provided in the By-Laws. Subject to various conditions and procedural requirements set forth in the By-Laws, including the delivery of a “Control Share Acquisition Statement” to a Fund’s secretary setting forth certain required information, a shareholder who obtains beneficial ownership of shares in a Control Share Acquisition generally may request a vote of Fund shareholders (excluding such acquiring shareholder and certain other interested shareholders) to approve the authorization of voting rights for such shares at the next annual meeting of Fund shareholders following the Control Share Acquisition.
Pursuant to each Fund’s By-Laws, with respect to any election of Trustees other than a contested election, a nominee must receive the affirmative vote of a plurality of votes cast at any meeting at which a quorum is present to be elected. A plurality means that the Trustee nominee receiving the greatest number of votes will be elected. With respect to a contested election, a nominee must receive the affirmative vote of a majority of a Fund’s shares outstanding and entitled to vote with respect to such nominee in order to be elected. The By-Laws define a “contested election” as any election of Trustees in which the number of persons validly nominated for election as Trustees with respect to a given class or classes of Fund shares exceeds the number of Trustees to be elected with respect to such class or classes. See Proposal 1 for the vote required to elect Trustees at the meeting.
As part of our effort to maintain a safe and healthy environment at our Annual Meeting, we are pleased to offer our shareholders a hybrid meeting format. Subject to certain requirements discussed herein, shareholders may attend the Annual Meeting in person or telephonically.
If, as of November 1, 2022, you were a holder of record of Fund shares (i.e., you held Fund shares in your own name directly with the Fund) and you would like to be provided with the conference call dial-in information to participate in the Annual Meeting, you should email your full name and address to AST Fund Solutions, LLC (“AST”) at attendameeting@astfinancial.com and include the Fund name(s) in the subject line. You will then be provided with the conference call dial-in information and instructions for voting during the Annual Meeting. All requests to participate in the Annual Meeting telephonically must be received by AST no later than 3:00 p.m. Eastern Time on January 11, 2023.
If you are a record holder of Fund shares and plan to attend the Annual Meeting in person, you must show a valid photo identification (such as a driver’s license). Please call 1-800-262-1122 for information on how to obtain directions to be able to attend and vote at the Annual Meeting.
If, as of November 1, 2022, you held Fund shares through an intermediary (such as a broker-dealer) and wish to participate in and vote at the Annual Meeting, you will need to obtain a legal proxy from your intermediary reflecting the Fund name, the number of Fund shares you held and your name and email address. If you would like to be provided with the conference call dial-in information and instructions for voting during the Annual Meeting, you may forward an email from your intermediary containing the legal proxy or attach an image of the legal proxy to an email and send it to AST at attendameeting@astfinancial.com with “Legal Proxy” in the subject line. You will then be provided with the conference call dial-in information and instructions for voting during the Meeting. All requests to participate in the Annual Meeting telephonically must be received by AST no later than 3:00 p.m. Eastern Time on January 11, 2023.
| 14 | Proxy Statement dated November 23, 2022 |
If you hold Fund shares through an intermediary and plan to attend and vote at the Annual Meeting in person, you will be required to show a valid photo identification, your authority to vote your shares (referred to as a “legal proxy”). As described above, you must contact your intermediary to obtain a legal proxy for your shares.
All shareholders may contact AST at attendameeting@astfinancial.com with any questions regarding how to attend the Annual Meeting telephonically, and an AST representative will contact you to answer your questions.
The Funds and the BoardsBoard are closely monitoring statements issued bydevelopments with respect to COVID-19 and the Centers for Disease Controladvice and Prevention (cdc.gov) and local authorities regarding the novel coronavirus disease, COVID-19.guidance of public health officials. For that reason, the Board of each Fund reserves the right to reconsider the date, time and/or means of convening the Meeting for that Fund.Annual Meeting. Subject to any restrictions imposed by applicable law, the Board(s)Board may choose to conduct the Meeting of one or more Fundsmeeting solely by means of remote communications, or may hold a “hybrid” meeting where some participants attend in person and others attend by means of remote communications. If the Board chooses to change the date, time and/or means of convening the Annual Meeting, for a Fund, the Fund will publicly announce the decision to do so in advance, and details on how to participate will be issued by press release and filed with the SECSecurities and Exchange Commission as additional proxy material. Attendees are also encouraged to review guidance from public health authorities on this issue.
Duplicate mailings. As permitted by SEC rules, Eaton Vance’s policy is to sendSection 16(a) Beneficial Ownership Reporting Compliance
Based solely upon a single copyreview of the Proxy Statement to shareholderscopies of the forms received by the Funds, all of the Trustees and officers of each Fund, EVM and its affiliates, and any person who share the same last name and address, unlessowns more than ten percent of a shareholder previously has requested otherwise. Separate proxy cards will be includedFund’s outstanding securities have complied with the Proxy Statementfilings required under Section 16(a) of the Securities Exchange Act of 1934 regarding ownership of shares of the Funds for each account registered atFund’s most recent fiscal year end, except that address. If you would prefer to receive your own copyJill Damon, the Secretary of each Fund, submitted a Form 3 filing after its due date as a result of an administrative delay with the Proxy Statement, please call our proxy information line at (800) 622-1569.Securities and Exchange Commission. No transactions were reported on these forms.
Financial information. The Funds’ SecretaryEach Fund will furnish to you, upon request and without charge a copy of the Fund’s annual report for its most recent fiscal year,Annual and a copy of its semi-annual report forSemi-Annual Reports to any subsequent semi-annual period.shareholder upon request. Shareholders desiring to obtain a copy of such reports should call (800) 622-1569,1-866-864-4942, send an email to corporateservices@astfundsolutions.com or write to the FundsFund c/o AST Fund Solutions, LLC, 55 Challenger Road, Suite 201, Ridgefield Park, NJ 07660. Shareholder reports are also available on the Eaton Vance website at https://funds.eatonvance.com/closed-end-fund-and-term-trust-documents.php.
Eaton Vance Management. Eaton Vance is the investment adviser of each Fund and also serves as each Fund’s administrator. Eaton Vance is a business trust organized under the laws of The Commonwealth of Massachusetts. Eaton Vance, Inc. (“EV”) serves as sole trustee of Eaton Vance. EV and Eaton Vance are wholly-owned subsidiaries of EVC, a Maryland corporation and publicly-held holding company. EVC, through its subsidiaries and affiliates, engages primarily in investment management, administration and marketing activities. The Directors of EVC are Thomas E. Faust Jr., Ann E. Berman, Leo I. Higdon, Jr., Paula A. Johnson, Brian D. Langstraat, Dorothy E. Puhy, Winthrop H. Smith, Jr. and Richard A. Spillane, Jr. All shares of the outstanding voting common stock of EVC are deposited in a voting trust, the voting trustees of which are Paul W. Bouchey, Mr. Faust, Craig R. Brandon, Daniel C. Cataldo, Michael A. Cirami, Cynthia J. Clemson, James H. Evans, Maureen A. Gemma, Laurie G. Hylton, Mr. Langstraat, Thomas Lee, Frederick S. Marius, David C. McCabe, Scott H. Page, Edward J. Perkin, Lewis R. Piantedosi, Charles B. Reed,
Craig P. Russ, Thomas Chan Lin Seto, John L. Shea, Eric A. Stein, John H. Streur, Andrew N. Sveen, Michael W. Weilheimer, R. Kelly Williams and Matthew J. Witkos (all of whom are officers of Eaton Vance or its affiliates). The voting trustees have unrestricted voting rights for the election of directors of EVC. All of the outstanding voting trust receipts issued under said voting trust are owned by certain of the officers of Eaton Vance who may also be officers, or officers and directors of EVC and EV.
The names and principal occupations of the principal executive officers of Eaton Vance are listed below. The address for each director of EVC and each officer listed below is Two International Place, Boston, MA 02110.
Thomas E. Faust Jr., President & Chief Executive Officer
Frederick S. Marius, Vice President & Chief Legal Officer
Laurie G. Hylton, Vice President & Chief Financial Officer
Richard F. Froio, Vice President & Chief Compliance Officer
Daniel C. Cataldo, Vice President & Chief Administrative Officer
Eaton Vance and Parametric provide investment advisory services to other funds that may have investment objectives and policies similar to those of certain Funds. The table in Appendix M identifies these other funds and states their net assets and the management fees that they paid to Eaton Vance and Parametric during the fiscal years noted.
Eaton Vance Advisers International Ltd. EVAIL is a wholly-owned subsidiary of Eaton Vance. The names and principal occupations of the directors and principal executive officers of EVAIL are listed below. The address for each director and each officer listed below is 125 Old Broad Street, London, United Kingdom, EC2N 1AR:
Michaella J. Callaghan, Director
Thomas E. Faust Jr., Director
Tjalling J. Halbertsma, Director
Frederick S. Marius, Director
Meghann L. Clark, U.S. Chief Compliance Officer
Parametric Portfolio Associates LLC. Parametric is an indirect, wholly-owned subsidiary of EVC. The members of Parametric are Eaton Vance Acquisitions (“EVA”) and Parametric Portfolio, L.P (“Parametric Portfolio”). EVC wholly owns EVA and EVA Holdings, LLC, which controls Parametric Portfolio. The names and principal occupations of the directors and principal executive officers of Parametric are listed below. The address for each director and each officer listed below is 800 Fifth Ave, Suite 2800, Seattle, WA 98104:
Brian D. Langstraat, Manager, Chief Executive Officer
Thomas E. Faust Jr., EVA Representative
Laurie G. Hylton, EVA Representative, Treasurer
Frederick S. Marius, EVA Representative, Secretary, Chief Legal Officer
Randall S. Hegarty, Chief Compliance Officer
Thomas Lee, Chief Investment Officer
Ranjit Kapila, Chief Technology Officer and Head of Operations
Payments to Eaton Vance, EVAIL, Parametric or Affiliates. Appendix N shows amounts paid to Eaton Vance, EVAIL, Parametric, or any of their current or prospective affiliates during each Fund’s most recent fiscal year for the services noted. The Funds made no other material payments to Eaton Vance, EVAIL, Parametric, or any of their current or prospective affiliates during the periods shown.
Limitation of Trustee Liability. Each Fund’s organizational documents provide that the Fund will indemnify its Trustees and officers, to the fullest extent permitted by applicable law, against liabilities and expenses incurred in connection with litigation in which they may be involved because of their offices with the Fund, provided that they exercised reasonable care, except if it is determined that they have acted with willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of their office. Each Fund, at its expense, provides liability insurance for the benefit of its Trustees and officers.
Trustees, Officers, and Other Information. All of the Funds’ officers, as well as Thomas E. Faust Jr., a Trustee who is an “interested” (as defined in the 1940 Act) person of the Funds, are employees of Eaton Vance or its affiliates. Because of their positions with Eaton Vance or its affiliates, the officers and interested Trustee will benefit from any management fees, distribution fees, custodian fees, and investor servicing fees paid or allowed by the Funds. No Independent Trustee owns any securities or has any other material direct or indirect interest in Eaton Vance, EVC, or any other person controlling, controlled by or under common control with Eaton Vance, either currently or upon the Closing.
Appendix O lists the current Trustees and officers of each Fund.
5% Ownership. As of October 29, 2020, to the knowledge of the Funds, no person other than those listed in Appendix P owned beneficially or of record 5% or more of the outstanding shares of any Fund.
Security Ownership. To the best of the Funds’ knowledge, as of October 28, 2020, each Trustee, and the officers and Trustees of each Fund as a group, owned less than 1% of the outstanding shares of each Fund.
Affiliated Broker Commissions. As a result of the Closing, broker-dealers affiliated with Morgan Stanley, including Morgan Stanley & Co. LLC and Morgan Stanley Smith Barney LLC, each will be considered an affiliated broker of each Fund. The aggregate amount of commissions paid to such affiliated brokers during each Fund’s most recently completed fiscal year, and the percentage of the Fund’s aggregate brokerage commissions paid to such affiliated brokers during such fiscal years, are listed in Appendix Q.
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APPENDIX A
Investment Advisory Agreements:Compensation
| Fund | Advisory Fee Schedule | Amount of Advisory Fee Paid in the Most Recent Fiscal Year (after applicable waivers and reimbursements, if any) ($) | Fiscal Year End | Annual Rate at which Advisory Fees were Paid | Assets on Which Advisory Fee is Charged (including incorporation of fee reduction agreement language where applicable) |
| EVM | 0.60% | $3,222,365 | 9/30 | 0.60% | Average weekly gross assets of the Trust. Gross assets shall be calculated by deducting accrued liabilities of the Trust except (i) the principal amount of any indebtedness for money borrowed, including debt securities issued by the Trust and the amount of floating-rate notes included as a liability in the Fund's Statement of Assets and Liabilities of up to $228,750,000, and (ii) the amount of any outstanding preferred shares issued by the Trust. Accrued liabilities are expenses incurred in the normal course of operations. |
| CEV | 0.40% | $632,742 | 11/30 | 0.40% | Average weekly gross assets of the Trust. Gross assets shall be calculated by deducting accrued liabilities of the Trust except (i) the principal amount of any indebtedness for money borrowed, including debt securities issued by the Trust and the amount of floating-rate notes included as a liability in the Fund's Statement of Assets and Liabilities of up to $59,000,000, and (ii) the amount of any outstanding preferred shares issued by the Trust. Accrued liabilities are expenses incurred in the normal course of operations. |
| EOI | 1.00% | $5,918,662 | 9/30 | 1.00% | Average daily gross assets of the Trust. (For purposes of this calculation, “gross assets” of the Trust shall mean total assets of the Trust, including any form of investment leverage, minus all accrued expenses incurred in the normal course of operations, but not excluding any liabilities or obligations attributable to investment leverage obtained through (i) indebtedness of any type (including, without limitation, borrowing through a credit facility or the issuance of debt securities), (ii) the issuance of preferred stock or other similar preference securities, (iii) the reinvestment of collateral received for securities loaned in accordance with the Trust’s investment objectives and policies, and/or (iv) any other means.) |
| Fund | Advisory Fee Schedule | Amount of Advisory Fee Paid in the Most Recent Fiscal Year (after applicable waivers and reimbursements, if any) ($) | Fiscal Year End | Annual Rate at which Advisory Fees were Paid | Assets on Which Advisory Fee is Charged (including incorporation of fee reduction agreement language where applicable) |
| EOS | 1.00% | $7,987,172 | 12/31 | 1.00% | Average daily gross assets of the Trust. (For purposes of this calculation, “gross assets” of the Trust shall mean total assets of the Trust, including any form of investment leverage, minus all accrued expenses incurred in the normal course of operations, but not excluding any liabilities or obligations attributable to investment leverage obtained through (i) indebtedness of any type (including, without limitation, borrowing through a credit facility or the issuance of debt securities), (ii) the issuance of preferred stock or other similar preference securities, (iii) the reinvestment of collateral received for securities loaned in accordance with the Trust’s investment objectives and policies, and/or (iv) any other means.) |
| EVV | 0.75% | $19,325,630 | 3/31 | 0.75% | Average weekly gross assets of the Trust. (Gross assets shall be calculated by deducting accrued liabilities of the Trust except the principal amount of any indebtedness for money borrowed, including debt securities issued by the Trust, and the amount of any outstanding preferred shares issued by the Trust. Accrued liabilities are expenses incurred in the normal course of operations.) |
| EIM | 0.60% | $11,031,648 | 9/30 | 0.60% | Average weekly gross assets of the Trust. Gross assets shall be calculated by deducting accrued liabilities of the Trust except (i) the principal amount of any indebtedness for money borrowed, including debt securities issued by the Trust and the amount of floating-rate notes included as a liability in the Fund's Statement of Assets and Liabilities of up to $801,875,000, and (ii) the amount of any outstanding preferred shares issued by the Trust. Accrued liabilities are expenses incurred in the normal course of operations. |
| EVN | 0.400% | $3,931,730 | 11/30 | 0.400% | Average weekly gross assets of the Trust. Gross assets shall be calculated by deducting accrued liabilities of the Trust except (i) the principal amount of any indebtedness for money borrowed, including debt securities issued by the Trust and the amount of floating-rate notes included as a liability in the Fund's Statement of Assets and Liabilities of up to $289,500,000, and (ii) the amount of any outstanding preferred shares issued by the Trust. Accrued liabilities are expenses incurred in the normal course of operations. |
| Fund | Advisory Fee Schedule | Amount of Advisory Fee Paid in the Most Recent Fiscal Year (after applicable waivers and reimbursements, if any) ($) | Fiscal Year End | Annual Rate at which Advisory Fees were Paid | Assets on Which Advisory Fee is Charged (including incorporation of fee reduction agreement language where applicable) |
| ENX | 0.60% | $2,374,516 | 9/30 | 0.60% | Average weekly gross assets of the Trust. Gross assets shall be calculated by deducting accrued liabilities of the Trust except (i) the principal amount of any indebtedness for money borrowed, including debt securities issued by the Trust and the amount of floating-rate notes included as a liability in the Fund's Statement of Assets and Liabilities of up to $165,000,000, and (ii) the amount of any outstanding preferred shares issued by the Trust. Accrued liabilities are expenses incurred in the normal course of operations. |
| ETJ | 1.00% | $5,917,417 | 12/31 | 1.00% | Average daily gross assets of the Trust. (For purposes of this calculation, "gross assets" of the Trust shall mean total assets of the Trust, including any form of investment leverage, minus all accrued expenses incurred in the normal form of investment leverage, minus all accrued expenses incurred in the normal course of operations, but not excluding any liabilities or obligations attributable to investment leverage obtained through (i) indebtedness of any type (including, without limitation, borrowing through a credit facility or the issuance debt securities), (ii) the issuance of preferred stock or other similar preference securities, (iii) the reinvestment of collateral received for securities loaned in accordance with the Trust's investment objectives and policies, and/or (iv) any other means.) |
| Fund | Advisory Fee Schedule | Amount of Advisory Fee Paid in the Most Recent Fiscal Year (after applicable waivers and reimbursements, if any) ($) | Fiscal Year End | Annual Rate at which Advisory Fees were Paid | Assets on Which Advisory Fee is Charged (including incorporation of fee reduction agreement language where applicable) |
| EVG | 0.75% | $2,989,967 | 10/31 | 0.75% | Average daily total leveraged assets of the Trust. For purposes of this calculation, “total leveraged assets” of the Trust shall mean the value of all assets of the Trust (including assets acquired with financial leverage), plus the notional value of long and short forward foreign currency contracts and futures contracts and swaps based upon foreign currencies, issuers or markets held by the Trust, minus all accrued expenses incurred in the normal course of operations, but not excluding any liabilities or obligations attributable to investment leverage obtained through (i) indebtedness of any type (including, without limitation, borrowing through a credit facility/commercial paper program or the issuance of debt securities), (ii) the issuance of preferred stock or other similar preference securities, (iii) the reinvestment of collateral received for securities loaned in accordance with the Trust’s investment objectives and policies, and/or (iv) any other means. When the Trust holds both long and short forward currency contracts in the same foreign currency, the offsetting positions will be netted for purposes of determining total leveraged assets. When the Trust holds other long and short positions in foreign obligations in a given country denominated in the same currency, total leveraged assets will be calculated by excluding the smaller of the long or short position. If at any time investment leverage exceeds 40% of the Fund’s total leveraged assets, the Adviser shall not be entitled to receive the above described compensation with respect to total leveraged assets in excess of this amount. The fee rate applicable to the Fund under the Advisory Agreement shall be determined based on the average daily leveraged assets of the Fund exclusive of its interest in any subsidiary. |
| Fund | Advisory Fee Schedule | Amount of Advisory Fee Paid in the Most Recent Fiscal Year (after applicable waivers and reimbursements, if any) ($) | Fiscal Year End | Annual Rate at which Advisory Fees were Paid | Assets on Which Advisory Fee is Charged (including incorporation of fee reduction agreement language where applicable) |
| EVT | Up to and including $1.5 billion: 0.850%; Over $1.5 billion up to and including $3 billion: 0.830%; Over $3 billion up to and including $5 billion: 0.810%; Over $5 billion: 0.790% | $17,488,398 | 10/31 | 0.844% | Average daily gross assets of the Trust. (For purposes of this calculation, “gross assets” of the Trust shall mean total assets of the Trust, including any form of investment leverage, minus all accrued expenses incurred in the normal course of operations, but not excluding any liabilities or obligations attributable to investment leverage obtained through (i) indebtedness of any type (including, without limitation, borrowing through a credit facility or the issuance of debt securities), (ii) the issuance of preferred stock or other similar preference securities, (iii) the reinvestment of collateral received for securities loaned in accordance with the Trust’s investment objectives and policies, and/or (iv) any other means.) |
| ETG | Up to and including $1.5 billion: 0.850%; Over $1.5 billion up to and including $3 billion: 0.830%; Over $3 billion up to and including $5 billion: 0.810%; Over $5 billion: 0.790% | $14,084,094 | 10/31 | 0.848% | Average daily gross assets of the Trust. (For purposes of this calculation, “gross assets” of the Trust shall mean total assets of the Trust, including any form of investment leverage, minus all accrued expenses incurred in the normal course of operations, but not excluding any liabilities or obligations attributable to investment leverage obtained through (i) indebtedness of any type (including, without limitation, borrowing through a credit facility or the issuance of debt securities), (ii) the issuance of preferred stock or other similar preference securities, (iii) the reinvestment of collateral received for securities loaned in accordance with the Trust’s investment objectives and policies, and/or (iv) any other means.) |
| Fund | Advisory Fee Schedule | Amount of Advisory Fee Paid in the Most Recent Fiscal Year (after applicable waivers and reimbursements, if any) ($) | Fiscal Year End | Annual Rate at which Advisory Fees were Paid | Assets on Which Advisory Fee is Charged (including incorporation of fee reduction agreement language where applicable) |
| ETO | 0.85% | $3,944,810 | 10/31 | 0.85% | Average daily gross assets of the Trust. (For purposes of this calculation, “gross assets” of the Trust shall mean total assets of the Trust, including any form of investment leverage, minus all accrued expenses incurred in the normal course of operations, but not excluding any liabilities or obligations attributable to investment leverage obtained through (i) indebtedness of any type (including, without limitation, borrowing through a credit facility or the issuance of debt securities), (ii) the issuance of preferred stock or other similar preference securities, (iii) the reinvestment of collateral received for securities loaned in accordance with the Trust’s investment objectives and policies, and/or (iv) any other means.) |
| ETB | 1.00% | $3,928,252 | 12/31 | 1.00% | Average daily gross assets of the Trust. (For purposes of this calculation, “gross assets” of the Trust shall mean total assets of the Trust, including any form of investment leverage, minus all accrued expenses incurred in the normal course of operations, but not excluding any liabilities or obligations attributable to investment leverage obtained through (i) indebtedness of any type (including, without limitation, borrowing through a credit facility or the issuance of debt securities), (ii) the issuance of preferred stock or other similar preference securities, (iii) the reinvestment of collateral received for securities loaned in accordance with the Trust’s investment objectives and policies, and/or (iv) any other means.) |
| ETV | 1.00% | $11,579,733 | 12/31 | 1.00% | Average daily gross assets of the Trust. (For purposes of this calculation, “gross assets” of the Trust shall mean total assets of the Trust, including any form of investment leverage, minus all accrued expenses incurred in the normal course of operations, but not excluding any liabilities or obligations attributable to investment leverage obtained through (i) indebtedness of any type (including, without limitation, borrowing through a credit facility or the issuance of debt securities), (ii) the issuance of preferred stock or other similar preference securities, (iii) the reinvestment of collateral received for securities loaned in accordance with the Trust’s investment objectives and policies, and/or (iv) any other means.) |
| Fund | Advisory Fee Schedule | Amount of Advisory Fee Paid in the Most Recent Fiscal Year (after applicable waivers and reimbursements, if any) ($) | Fiscal Year End | Annual Rate at which Advisory Fees were Paid | Assets on Which Advisory Fee is Charged (including incorporation of fee reduction agreement language where applicable) |
| ETY | Up to and including $1.5 billion: 1.000%; Over $5 billion: 0.940% | $17,604,925 | 10/31 | 0.992% | Average daily gross assets of the Trust. (For purposes of this calculation, "gross assets" of the Trust shall mean total assets of the Trust, including any form of investment leverage, minus all accrued expenses incurred in the normal course of operations, but not excluding any liabilities or obligations attributable to investment leverage obtained through (i) indebtedness of any type (including, without limitation, borrowing through a credit facility or the issuance of debt securities), (ii) the issuance of preferred stock or other similar preference securities, (iii) the reinvestment of collateral received for securities loaned in accordance with the Trust's investment objectives and policies, and/or (iv) any other means.) |
| ETW | 1.00% | $10,947,540 | 12/31 | 1.00% | Average daily gross assets of the Trust. (For purposes of this calculation, “gross assets” of the Trust shall mean total assets of the Trust, including any form of investment leverage, minus all accrued expenses incurred in the normal course of operations, but not excluding any liabilities or obligations attributable to investment leverage obtained through (i) indebtedness of any type (including, without limitation, borrowing through a credit facility or the issuance of debt securities), (ii) the issuance of preferred stock or other similar preference securities, (iii) the reinvestment of collateral received for securities loaned in accordance with the Trust’s investment objectives and policies, and/or (iv) any other means.) |
| Fund | Advisory Fee Schedule | Amount of Advisory Fee Paid in the Most Recent Fiscal Year (after applicable waivers and reimbursements, if any) ($) | Fiscal Year End | Annual Rate at which Advisory Fees were Paid | Assets on Which Advisory Fee is Charged (including incorporation of fee reduction agreement language where applicable) |
| EXG | Up to and including $1.5 billion: 1.000%; Over $1.5 billion up to and including $3 billion: 0.980%; Over $3 billion up to and including $5 billion: 0.960%; Over $5 billion: 0.940% | $24,933,794 | 10/31 | 1.00% | Average daily gross assets of the Trust. (For purposes of this calculation, “gross assets” of the Trust shall mean total assets of the Trust, including any form of investment leverage, minus all accrued expenses incurred in the normal course of operations, but not excluding any liabilities or obligations attributable to investment leverage obtained through (i) indebtedness of any type (including, without limitation, borrowing through a credit facility or the issuance of debt securities), (ii) the issuance of preferred stock or other similar preference securities, (iii) the reinvestment of collateral received for securities loaned in accordance with the Trust’s investment objectives and policies, and/or (iv) any other means.) |
APPENDIX B
Investment Advisory and Administrative Agreements: Compensation
| Fund | Management Fee Schedule | Amount of Management Fee Paid in the Most Recent Fiscal Year (after applicable waivers and reimbursements, if any) ($) | Fiscal Year End | Annual Rate at which Management Fees were Paid | Assets on Which Advisory Fee is Charged (including incorporation of fee reduction agreement language where applicable) |
| EFL | 0.70% (0.35% during any extension period of the Trust’s term) | $2,153,852 | 6/30 | 0.70% | Average daily total managed assets of the Trust. “Total managed assets” of the Trust shall mean total assets of the Trust (including assets attributable to borrowings, any outstanding preferred shares, or other forms of leverage) less accrued liabilities (other than liabilities representing borrowings or such other forms of leverage). Other forms of leverage may include, for example, reverse repurchase agreements and forward commitments. For purposes of calculating “total managed assets,” the liquidation preference of any preferred shares outstanding is not considered a liability. |
| EHT | 0.70% | $1,681,508 | 3/31 | 0.70% | Average daily total managed assets of the Trust. "Total managed assets" of the Trust shall mean total assets of the Trust (including assets attributable to borrowings, any outstanding preferred shares, or other forms of leverage) less accrued liabilities (other than liabilities representing borrowings or such other forms of leverage). Other forms of leverage may include, for example, reverse repurchase agreements and forward commitments. For purposes of calculating “total managed assets,” the liquidation preference of any preferred shares outstanding is not considered a liability. |
| Fund | Management Fee Schedule | Amount of Management Fee Paid in the Most Recent Fiscal Year (after applicable waivers and reimbursements, if any) ($) | Fiscal Year End | Annual Rate at which Management Fees were Paid | Assets on Which Advisory Fee is Charged (including incorporation of fee reduction agreement language where applicable) |
| ETX | 0.60% | $2,092,369 | 1/31 | 0.60% | Average daily total managed assets of the Trust. "Total managed assets” of the Trust shall mean total assets of the Trust (including assets attributable to borrowings, any outstanding preferred shares, or other forms of leverage) less accrued liabilities (other than liabilities representing borrowings or such other forms of leverage). Other forms of leverage may include, for example, reverse repurchase agreements and forward commitments. For purposes of calculating “total managed assets,” the liquidation preference of any preferred shares outstanding is not considered a liability. |
| EOT | Up to and including $1.5 billion: 0.60%; $1.5 billion and over: 0.59% | $2,129,428 | 3/31 | 0.60% | Average daily gross assets of the Trust. For purposes of this calculation, “gross assets” of the Trust shall mean total assets of the Trust, including any form of investment leverage, minus all accrued expenses incurred in the normal course of operations, but not excluding any liabilities or obligations attributable to investment leverage obtained through (i) indebtedness of any type (including, without limitation, borrowing through a credit facility or the issuance of debt securities), (ii) the issuance of preferred stock or other similar preference securities, (iii) the reinvestment of collateral received for securities loaned in accordance with the Trust’s investment objectives and policies, and/or (iv) any other means.) |
| EXD | 1.03% | $1,011,391 | 12/31 | 1.03% | Average daily net assets of the Trust “Net assets” of the Trust shall mean total assets of the Trust, minus all accrued expenses incurred in the normal course of operations. |
APPENDIX C
Sub-Investment Advisory Agreements: Compensation
| Fund | Sub-Advisory Fee Schedule | Amount of Sub-Advisory Fee Paid in the Most Recent Fiscal Year (after applicable waivers and reimbursements, if any) ($) | Fiscal Year End | Annual Rate at which Sub-Advisory Fees were Paid | Assets on Which Sub-Advisory Fee is Charged (including incorporation of fee reduction agreement language where applicable) |
| ETG | Up to and including $1.5 billion: 0.230%; Over $1.5 billion up to and including $3 billion: 0.225%; Over $3 billion up to and including $5 billion: 0.220%; Over $5 billion 0.214% | $3,813,169 | 10/31 | 0.230% | Average Daily Gross Assets for the Month (For purposes of this calculation, "gross assets" of the Trust shall mean total assets of the Trust, including any form of investment leverage, minus all accrued expenses incurred in the normal course of operations, but not excluding any liabilities or obligations attributable to investment leverage obtained through (i) indebtedness of any type (including, without limitation, borrowing through a credit facility or the issuance debt securities), (ii) the issuance of preferred stock or other similar preference securities, (iii) the reinvestment of collateral received for securities loaned in accordance with the Trust's investment objectives and policies, and/or (iv) any other means). Such compensation shall be paid monthly in arrears on the last business day of each month. |
| ETO | 0.230% | $1,067,725 | 10/31 | 0.230% | Average daily gross assets of the Trust. (For purposes of this calculation, "gross assets" of the Trust shall mean total assets of the Trust, including any form of investment leverage, minus all accrued expenses incurred in the normal course of operations, but not excluding any liabilities or obligations attributable to investment leverage obtained through (i) indebtedness of any type (including, without limitation, borrowing through a credit facility or the issuance debt securities), (ii) the issuance of preferred stock or other similar preference securities, (iii) the reinvestment of collateral received for securities loaned in accordance with the Trust's investment objectives and policies, and/or (iv) any other means.) |
| ETB | 0.25% | $982,603 | 12/31 | 0.25% | Assets under management |
| ETV | 0.25% | $2,894,933 | 12/31 | 0.25% | Assets under management |
| Fund | Sub-Advisory Fee Schedule | Amount of Sub-Advisory Fee Paid in the Most Recent Fiscal Year (after applicable waivers and reimbursements, if any) ($) | Fiscal Year End | Annual Rate at which Sub-Advisory Fees were Paid | Assets on Which Sub-Advisory Fee is Charged (including incorporation of fee reduction agreement language where applicable) |
| EXD | 0.289% | $285,371 | 12/31 | 0.289% | Average daily net assets of the Trust “Net assets” of the Trust shall mean total assets of the Trust, minus all accrued expenses incurred in the normal course of operations. |
| ETW | 0.25% | $2,736,885 | 12/31 | 0.25% | Assets under management |
| EXG | Up to and including $1.5 billion: 0.339%; Over $1.5 billion up to and including $3 billion: 0.332%; Over $3 billion up to and including $5 billion: 0.325%; Over $5 billion 0.319% | $8,541,234 | 10/31 | 0.336% | Average Daily Gross Assets of the Trust (For purposes of this calculation, "gross assets" of the Trust shall mean total assets of the Trust, including any form of investment leverage, minus all accrued expenses incurred in the normal course of operations, but not excluding any liabilities or obligations attributable to investment leverage obtained through (i) indebtedness of any type (including, without limitation, borrowing through a credit facility or the issuance debt securities), (ii) the issuance of preferred stock or other similar preference securities, (iii) the reinvestment of collateral received for securities loaned in accordance with the Trust's investment objectives and policies, and/or (iv) any other means). Such compensation shall be paid monthly in arrears on the last business day of each month. |
APPENDIX D
Number of Shares Outstanding as of the Record Date
| Fund | Common Shares | Preferred Shares (if applicable) |
| EVM | 24,994,339 | |
| CEV | 7,133,575 | |
| EOI | 39,323,898 | |
| EOS | 49,711,258 | |
| EFL | 23,621,612 | 320 |
| EHT | 21,464,504 | |
| EVV | 116,147,018 | 8,640 |
| EIM | 71,953,184 | |
| ETX | 10,846,011 | |
| EVN | 39,667,163 | |
| EOT | 15,313,384 | |
| ENX | 18,118,294 | |
| ETJ | 63,855,361 | |
| EVG | 17,880,596 | |
| EVT | 73,507,574 | |
| ETG | 76,300,214 | |
| ETO | 15,681,226 | |
| ETB | 26,606,430 | |
| ETV | 91,383,848 | |
| ETY | 151,717,016 | |
| ETW | 107,486,624 | |
| EXG | 302,863,454 | |
| EXD | 9,731,586 |
APPENDIX E
Form of New Investment Advisory Agreement
EATON VANCE [TRUST]
INVESTMENT ADVISORY AGREEMENT
AGREEMENT made as of this [x]th day of [MONTH], [YEAR], between [TRUST], a Massachusetts business trust (the “Trust”), and Eaton Vance Management, a Massachusetts business trust (the “Adviser”).
1. Duties of the Adviser. The Trust hereby employs the Adviser to act as investment adviser for and to manage the investment and reinvestment of the assets of the Trust and to administer its investment affairs, subject to the supervision of the Trustees of the Trust, for the period and on the terms set forth in this Agreement.
(a) The Adviser hereby accepts such employment, and undertakes to afford to the Trust the advice and assistance of the Adviser’s organization in the choice of investments and in the purchase and sale of securities for the Trust and to furnish for the use of the Trust office space and all necessary office facilities, equipment and personnel for servicing the investments of the Trust and for administering its investment affairs and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser’s organization and all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust.
(b) The Adviser shall provide the Trust with such investment management and supervision as the Trust may from time to time consider necessary for the proper supervision of the Trust’s investments. As investment adviser to the Trust, the Adviser shall furnish continuously an investment program and shall determine from time to time what securities and other investments shall be acquired, disposed of or exchanged and what portion of the Trust’s assets shall be held uninvested, subject always to the applicable restrictions of the Declaration of Trust, By-Laws and registration statement of the Trust under the Investment Company Act of 1940, as amended (the “1940 Act”). The Adviser is authorized, in its discretion and without prior consultation with the Trust, to buy, sell, and otherwise trade in any and all types of securities, commodities, derivatives and investment instruments on behalf of the Trust. Should the Trustees of the Trust at any time, however, make any specific determination as to investment policy for the Trust and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Adviser shall take, on behalf of the Trust, all actions that it deems necessary or desirable to implement the investment policies of the Trust.
(c) The Adviser shall place all orders for the purchase or sale of portfolio investments for the account of the Trust either directly with the issuer or with brokers, dealers, futures commission merchants, or other market participants selected by the Adviser, and, to that end, the Adviser is authorized, as the agent of the Trust, to give instructions to the custodian of the Trust as to deliveries of investments and payments of cash for the account of the Trust. In connection with the selection of such brokers, dealers, futures commission merchants, or other market participants and the placing of such orders, the Adviser shall use its best efforts to seek to execute security transactions at prices that are advantageous to the Trust and (when a disclosed commission is being charged) at commission rates that are reasonable in relation to the benefits received. Subject to the policies and procedures adopted by the Board of Trustees of the Trust, in selecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Adviser and the Adviser is expressly authorized to cause the Trust to pay any broker or dealer who provides such brokerage and research services a commission for executing a security transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities which the Adviser and its affiliates have with respect to the Trust and to other accounts over which they exercise investment discretion.
(d) Notwithstanding the foregoing, the Adviser shall not be deemed to have assumed any duties with respect to, and shall not be responsible for, the distribution of shares of the Trust, nor shall the Adviser be deemed to have assumed or have any responsibility with respect to functions specifically assumed by any transfer agent, administration, custodian or shareholder servicing agent of the Trust.
2. Compensation of the Adviser. For the services, payments and facilities to be furnished hereunder by the Adviser, the Adviser shall be entitled to receive from the Trust the compensation described on Appendix A hereto.
3. Allocation of Charges and Expenses. The Adviser shall pay the entire salaries and fees of all of the Trust’s Trustees and officers employed by the Adviser and who devote part or all of their time to the affairs of the Adviser, and the salaries and fees of such persons shall not be deemed to be expenses incurred by the Trust for purposes of this Section 3. Except as provided in the foregoing sentence, it is understood that the Trust will pay all expenses other than those expressly stated to be payable by the Adviser hereunder, which expenses payable by the Trust shall include, without implied limitation (i) expenses of maintaining the Trust and continuing its existence; (ii) registration of the Trust under the 1940 Act; (iii) commissions, spreads, fees and other expenses connected with the acquisition, holding and disposition of securities and other investments; (iv) auditing, accounting and legal expenses; (v) taxes and interest; (vi) governmental fees, (vii) expenses of listing shares of the Trust with a stock exchange, and expenses of issue, sale, repurchase and redemption (if any) of shares of the Trust, including expenses of conducting tender offers for the purpose of repurchasing Trust shares; (viii) fees and expenses of registering, qualifying, and maintaining the Trust and its shares under applicable federal and state securities laws and of preparing and filing registration statements, other offering statements or memoranda, and other
reports, forms, and documents required to be filed by the Trust with the Securities and Exchange Commission (the “SEC”) and any other regulatory body, and for printing and distributing the same to shareholders; (ix) expenses of reports and notices to shareholders and of meetings of shareholders and proxy solicitations therefor; (x) expenses of reports to governmental officers and commissions; (xi) insurance expenses; (xii) association membership dues; (xiii) fees, expenses and disbursements of custodians and subcustodians for all services to the Trust (including without limitation safekeeping of funds, securities and other investments, keeping of books, accounts and records, and determination of net asset values); (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, shareholder servicing agents and registrars for all services to the Trust; (xv) expenses for servicing shareholder accounts; (xvi) any direct charges to the Trust or shareholders approved by the Trustees of the Trust; (xvii) compensation and expenses of Trustees of the Trust who are not members of the Adviser’s organization; (xviii) any pricing or valuation services employed by the Trust to value its investments including primary and comparative valuation services; (xix) any investment advisory, sub-investment advisory, or similar management fee payable by the Trust; (xx) all expenses incurred in connection with the Trust’s use of a line of credit, other borrowings or leverage; and (xxi) such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees, officers and shareholders with respect thereto.
4. Other Interests. It is understood that Trustees and officers of the Trust and shareholders of the Trust are or may be or become interested in the Adviser as trustees, officers, employees, shareholders or otherwise and that trustees, officers, employees and shareholders of the Adviser are or may be or become similarly interested in the Trust, and that the Adviser may be or become interested in the Trust as a shareholder or otherwise. It is also understood that trustees, officers, employees and shareholders of the Adviser may be or become interested (as directors, trustees, officers, employees, shareholders or otherwise) in other companies or entities (including, without limitation, other investment companies) that the Adviser may organize, sponsor or acquire, or with which it may merge or consolidate, and which may include the words “Eaton Vance” or any combination thereof as part of their name, and that the Adviser or its subsidiaries or affiliates may enter into advisory or management agreements or other contracts or relationships with such other companies or entities.
5. Limitation of Liability of the Adviser. In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the Adviser, the Adviser shall not be subject to liability to the Trust or to any shareholder of the Trust for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the acquisition, holding or disposition of any security or other investment.
A copy of the Declaration of Trust of the Adviser is on file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that this Agreement is executed on behalf of the Adviser by an officer in his or her capacity as an officer and not individually. The Trust expressly acknowledges the provisions in the Declaration of Trust of the Adviser limiting the personal liability of the trustees, officers, and shareholders of the Adviser, and the Trust hereby agrees that it shall have recourse to the Adviser for payment of claims or obligations as between the Adviser and the Trust arising out of this Agreement and shall not seek satisfaction from the trustees, officers, or shareholders of the Adviser.
6. Sub-Investment Advisers. The Adviser may employ one or more sub-investment advisers from time to time to perform any of the Adviser’s duties under this Agreement, upon such terms and conditions as may be agreed upon between the Adviser and such sub-investment adviser and approved by the Trustees of the Trust, all as permitted by the 1940 Act. The performance of each such sub-investment adviser of its obligation under any such agreement shall be supervised by the Adviser. Further, the Adviser may, with the approval of the Trustees of the Trust and without the vote of any shareholders of the Trust, terminate any agreement with any sub-investment adviser and/or enter into an agreement with one or more other sub-investment advisers, all as permitted by the 1940 Act and the rules thereunder. In the event a sub-investment adviser is employed, the Adviser retains the authority to immediately assume responsibility for any functions delegated to a sub-investment adviser, subject to approval by the Board and notice to the sub-investment adviser.
7. Duration and Termination of this Agreement. This Agreement shall become effective upon the date of its execution, and, unless terminated as herein provided, shall remain in full force and effect through and including the second anniversary of the execution of this Agreement and shall continue in full force and effect indefinitely thereafter, but only so long as such continuance after such second anniversary is specifically approved at least annually: (i) by the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Trust and (ii) by the vote of a majority of those Trustees of the Trust who are not interested persons of the Adviser or the Trust cast in person at a meeting called for the purpose of voting on such approval.
Either party hereto may, at any time on sixty (60) days’ prior written notice to the other, terminate this Agreement without the payment of any penalty, by action of Trustees of the Trust or the trustees of the Adviser, as the case may be, and the Trust may, at any time upon such written notice to the Adviser, terminate this Agreement by vote of a majority of the outstanding voting securities of the Trust. This Agreement shall terminate automatically in the event of its assignment.
8. Amendments of the Agreement. This Agreement may be amended by a writing signed by both parties hereto, provided that no amendment to this Agreement shall be effective until approved in a manner consistent with the requirements of the 1940 Act.
9. Limitation of Liability of Trustees and Officers of the Trust. A copy of the Declaration of Trust of the Trust is on file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that this Agreement is executed on behalf of the Trust by an officer in his or her capacity as an officer and not individually. The Adviser expressly acknowledges the provisions in the Declaration of Trust of the Trust limiting the personal liability of the Trustees, officers, and shareholders of the Trust, and the Adviser hereby agrees that it shall have recourse to the Trust for payment of claims or obligations as between the Trust and the Adviser arising out of this Agreement and shall not seek satisfaction from the Trustees, officers, or shareholders of the Trust or any Trustee, officer, or shareholder of the Trust.
10. Use of the Name “Eaton Vance”. The Adviser hereby consents to the use by the Trust of the name “Eaton Vance” as part of the Trust’s name; provided, however, that such consent shall be conditioned upon the employment of the Adviser or one of its affiliates as the investment adviser of the Trust. The name “Eaton Vance” or any variation thereof may be used from time to time in other connections and for other purposes by the Adviser and its affiliates and other investment companies that have obtained consent to the use of the name “Eaton Vance”. The Adviser shall have the right to require the Trust to cease using the name “Eaton Vance” as part of the Trust’s name if the Trust ceases, for any reason, to employ the Adviser or one of its affiliates as the Trust’s investment adviser. Future names adopted by the Trust for itself, insofar as such names include identifying words requiring the consent of the Adviser, shall be the property of the Adviser and shall be subject to the same terms and conditions.
11. No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any person not a party hereto any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
12. Non-Exclusive Services. The services of the Adviser to the Trust are not to be deemed to be exclusive, the Adviser being free to render services to others and engage in other business activities. It is understood that the Adviser and its affiliates perform investment services, including rendering investment advice, to varied clients. It is understood that the Adviser or any of its affiliates may give advice or take action for other accounts that may differ from, conflict with or be adverse to advice given or taken for the Trust. It is understood that certain securities or instruments may be held in some accounts but not in others, or the accounts may have different levels of holdings in certain securities or instruments and the accounts may remit different levels of fees to the Adviser. In addition, it is understood that the Adviser or any of its affiliates may give advice or take action with respect to the investments of the Trust that may not be given or taken with respect to one or more accounts with similar investment programs, objectives, and strategies. The Trust acknowledges that the Adviser, its affiliates and their respective officers, directors, and/or employees may from time to time have positions in or transact in securities and other investments recommended to clients, including the Trust. Such transactions may differ from or be inconsistent with the advice given, or the timing or nature of the Adviser’s action or actions with respect to the Trust. The Adviser may aggregate the Trust’s orders with orders of its proprietary accounts and/or orders of other clients.
13. Certain Definitions. The terms “assignment” and “interested persons” when used herein shall have the respective meanings specified in the 1940 Act as now in effect or as hereafter amended subject, however, to such exemptions as may be granted by any rule, regulation or order by the SEC. The term “vote of a majority of the outstanding voting securities” shall mean the vote, at a meeting of shareholders, of the lesser of (a) 67 per centum or more of the shares of the Trust present or represented by proxy at the meeting if the shareholders of more than 50 per centum of the outstanding shares of the Trust are present or represented by proxy at the meeting, or (b) more than 50 per centum of the outstanding shares of the Trust. In addition, where the effect of a requirement of the 1940 Act reflected in any provision of this Agreement is modified or interpreted by any applicable order or orders of the SEC, any rules or regulations adopted by, or interpretative releases of, the SEC, or any applicable guidance issued by the staff of the SEC, such provision will be deemed to incorporate the effect of such order, rule, regulation, interpretative release, or guidance.
14. Miscellaneous.
(a) If any term or provision of this Agreement or the application thereof to any person or circumstance is held to be invalid or unenforceable to any extent, the remainder of this Agreement or the application of such provision to other persons or circumstances shall not be affected thereby and shall be enforced to the fullest extent permitted by law.
(b) This Agreement shall be governed by and interpreted in accordance with the laws of The Commonwealth of Massachusetts.
(c) This Agreement may be executed by the parties hereto in any number of counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument.
[Signature page follows]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.
EATON VANCE [TRUST NAME]
By:
[TRUST PRESIDENT]
President and not individually
[EATON VANCE MANAGEMENT]
By:
[NAME OF OFFICER]
[OFFICER TYPE] and not individually
APPENDIX A
For the services, payments and facilities furnished by the Adviser under this Agreement, the Adviser is entitled to receive from the [Trust] compensation as set forth below:
[Please see Appendix A of this Proxy Statement for advisory fee schedules and assets on which fees are charged.]
In case of initiation or termination of the Agreement during any month with respect to the Trust, the fee for that month shall be reduced proportionately on the basis of the number of calendar days during which the Agreement is in effect.
Such compensation shall be paid monthly in arrears. The Adviser may, from time to time, waive all or a part of the above compensation.
APPENDIX F
Form of New Investment Advisory and Administrative Agreement
EATON VANCE [TRUST NAME]
INVESTMENT ADVISORY AND ADMINISTRATIVE AGREEMENT
AGREEMENT made as of this [x] day of [MONTH], [YEAR], between [TRUST], a Massachusetts business trust (the “Trust”), and Eaton Vance Management, a Massachusetts business trust (“Eaton Vance”).
1. Duties of Eaton Vance. The Trust hereby employs Eaton Vance to act as investment adviser for and to manage the investment and reinvestment of the assets of the Trust and to administer its affairs, subject to the supervision of the Trustees of the Trust, for the period and on the terms set forth in this Agreement.
(a) Eaton Vance hereby accepts such employment, and undertakes to afford to the Trust the advice and assistance of Eaton Vance’s organization in the choice of investments and in the purchase and sale of securities and in the administration of the Trust and to furnish for the use of the Trust office space and all necessary office facilities, equipment and personnel for servicing the investments of the Trust and for administering its affairs and to pay the salaries and fees of all officers and Trustees of the Trust who are members of Eaton Vance’s organization and all personnel of Eaton Vance performing services relating to research and investment and administrative activities. Eaton Vance shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust.
In connection with its responsibilities as administrator of the Trust, Eaton Vance will:
(b) Eaton Vance shall provide the Trust with such investment management, administration and supervision as the Trust may from time to time consider necessary for the proper supervision of the Trust’s investment and administrative affairs. As investment adviser to the Trust, Eaton Vance shall furnish continuously an investment program and shall determine from time to time what securities and other investments shall be acquired, disposed of or exchanged and what portion of the Trust’s assets shall be held uninvested, subject always to the applicable restrictions of the Declaration of Trust, By-Laws and registration statement of the Trust under the Investment Company Act of 1940, as amended (the “1940 Act”). Eaton Vance is authorized, in its discretion and without prior consultation with the Trust, to buy, sell, and otherwise trade in any and all types of securities, commodities, derivatives and investment instruments on behalf of the Trust. Should the Trustees of the Trust at any time, however, make any specific determination as to investment policy for the Trust and notify Eaton Vance thereof in writing, Eaton Vance shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. Eaton Vance shall take, on behalf of the Trust, all actions that it deems necessary or desirable to implement the investment policies of the Trust.
(c) Eaton Vance shall place all orders for the purchase or sale of portfolio investments for the account of the Trust either directly with the issuer or with brokers, dealers, futures commission merchants, or other market participants selected by Eaton Vance, and to that end Eaton Vance is authorized as the agent of the Trust to give instructions to the custodian of the Trust as to deliveries of investments and payments of cash for the account of the Trust. In connection with the selection of such brokers, dealers, futures commission merchants, or other market participants and the placing of such orders, Eaton Vance shall use its best efforts to seek to execute security transactions at prices that are advantageous to the Trust and (when a disclosed commission is being charged) at commission rates that are reasonable in relation to the benefits received. Subject to the policies and procedures adopted by the Board of Trustees of the Trust, in selecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to Eaton Vance and Eaton Vance is expressly authorized to cause the Trust to pay any broker or dealer who provides such brokerage and research services a commission for executing a security transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if Eaton Vance determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities which Eaton Vance and its affiliates have with respect to the Trust and to other accounts over which they exercise investment discretion.
(d) Notwithstanding the foregoing, Eaton Vance shall not be deemed to have assumed any duties with respect to, and shall not be responsible for, the distribution of shares of the Trust, nor shall Eaton Vance be deemed to have assumed or have any responsibility with respect to functions specifically assumed by any transfer agent, custodian or shareholder servicing agent of the Trust.
2. Compensation of Eaton Vance. For the services, payments and facilities to be furnished hereunder by Eaton Vance, Eaton Vance shall be entitled to receive from the Trust the compensation described on Appendix A hereto.
3. Allocation of Charges and Expenses. Eaton Vance shall pay the entire salaries and fees of all of the Trust’s Trustees and officers employed by Eaton Vance and who devote part or all of their time to the affairs of Eaton Vance, and the salaries and fees of such persons shall not be deemed to be expenses incurred by the Trust for purposes of this Section 3. Except as provided in the foregoing sentence, it is understood that the Trust will pay all expenses other than those expressly stated to be payable by Eaton Vance hereunder, which expenses payable by the Trust shall include, without implied limitation: (i) expenses of maintaining the Trust and continuing its existence; (ii) registration of the Trust under the 1940 Act; (iii) commissions, spreads, fees and other expenses connected with the acquisition, holding and disposition of securities and other investments; (iv) auditing, accounting and legal expenses; (v) taxes and interest; (vi) governmental fees; (vii) expenses of listing shares of the Trust with a stock exchange, and expenses of issue, sale, repurchase and redemption (if any) of shares in the Trust, including expenses of conducting tender offers for the purpose of repurchasing Trust shares, (viii) fees and expenses of registering, qualifying, and maintaining the Trust and its shares under applicable federal and state securities laws and of preparing and filing registration statements, other offering statements or memoranda, and other reports, forms, and documents required to be filed by the Trust with the SEC and any other regulatory body, and for printing and distributing the same to shareholders; (ix) expenses of reports and notices to shareholders and of meetings of shareholders and proxy solicitations therefor; (x) expenses of reports to governmental officers and commissions; (xi) insurance expenses; (xii) association membership dues; (xiii) fees, expenses and disbursements of custodians and subcustodians for all services to the Trust (including without limitation safekeeping of funds, securities and other investments, keeping of books, accounts and records, and determination of net asset values), (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, shareholder servicing agents and registrars for all services to the Trust, (xv) expenses for servicing shareholder accounts; (xvi) any direct charges to the Trust or shareholders approved by the Trustees of the Trust; (xvii) compensation and expenses of Trustees of the Trust who are not members of Eaton Vance’s organization; (xviii) any pricing or valuation services employed by the Trust to value its investments including primary and comparative valuation services; (xix) any investment advisory, sub-investment advisory, or similar management fee payable by the Trust, (xx) all expenses incurred in connection with the Trust’s use of a line of credit, other borrowings or leverage; and (xxi) such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees, officers and shareholders with respect thereto.
4. Other Interests. It is understood that Trustees and officers of the Trust and shareholders of the Trust are or may be or become interested in Eaton Vance as trustees, officers, employees, shareholders or otherwise and that trustees, officers, employees and shareholders of Eaton Vance are or may be or become similarly interested in the Trust, and that Eaton Vance may be or become interested in the Trust as a shareholder or otherwise. It is also understood that trustees, officers, employees and shareholders of Eaton Vance may be or become interested (as directors, trustees, officers, employees, shareholders or otherwise) in other companies or entities (including, without limitation, other investment companies) that Eaton Vance may organize, sponsor or acquire, or with which it may merge or consolidate, and which may include the words “Eaton Vance” or any combination thereof as part of their name, and that Eaton Vance or its subsidiaries or affiliates may enter into advisory or management agreements or other contracts or relationships with such other companies or entities.
5. Limitation of Liability of Eaton Vance. In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of Eaton Vance, Eaton Vance shall not be subject to liability to the Trust or to any shareholder of the Trust for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the acquisition, holding or disposition of any security or other investment.
A copy of the Declaration of Trust of Eaton Vance is on file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that this Agreement is executed on behalf of Eaton Vance by an officer in his or her capacity as an officer and not individually. The Trust expressly acknowledges the provisions in the Declaration of Trust of Eaton Vance limiting the personal liability of the trustees, officers, and shareholders of Eaton Vance, and the Trust hereby agrees that it shall have recourse to Eaton Vance for payment of claims or obligations as between Eaton Vance and the Trust arising out of this Agreement and shall not seek satisfaction from the trustees, officers, or shareholders of Eaton Vance.
6. Sub-Investment Advisers and Sub-Administrators. Eaton Vance may employ one or more sub-investment advisers or sub-administrators from time to time to perform any of Eaton Vance’s duties under this Agreement, upon such terms and conditions as may be agreed upon between Eaton Vance and such sub-investment adviser or sub-administrator and approved by the Trustees of the Trust, all as permitted by the 1940 Act. The performance of each such sub-investment adviser or sub-administrator of its obligation under any such agreement shall be supervised by Eaton Vance. Further, Eaton Vance may, with the approval of the Trustees of the Trust and without the vote of any shareholders of the Trust, terminate any agreement with any sub-investment adviser or sub-administrator and/or enter into an agreement with one or more other sub-investment advisers or sub-administrators, all as permitted by the 1940 Act and the rules hereunder. In the event a sub-investment adviser or sub-administrator is employed, Eaton Vance retains the authority to immediately assume responsibility for any functions delegated to a sub-investment adviser or sub-administrator, subject to approval by the Board and notice to the sub-investment adviser or sub-administrator.
7. Duration and Termination of this Agreement. This Agreement shall become effective upon the date of its execution, and, unless terminated as herein provided, shall remain in full force and effect through and including the second anniversary of the execution of this Agreement and shall continue in full force and effect indefinitely thereafter, but only so long as such continuance after such second anniversary is specifically approved at least annually (i) by the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Trust and (ii) by the vote of a majority of those Trustees of the Trust who are not interested persons of Eaton Vance or the Trust cast in person at a meeting called for the purpose of voting on such approval.
Either party hereto may, at any time on sixty (60) days’ prior written notice to the other, terminate this Agreement without the payment of any penalty, by action of Trustees of the Trust or the trustees of Eaton Vance, as the case may be, and the Trust may, at any time upon such written notice to Eaton Vance, terminate this Agreement by vote of a majority of the outstanding voting securities of the Trust. This Agreement shall terminate automatically in the event of its assignment.
8. Amendments of the Agreement. This Agreement may be amended by a writing signed by both parties hereto, provided that no amendment to this Agreement shall be effective until approved in a manner consistent with the requirements of the 1940 Act.
9. Limitation of Liability of Trustees and Officers of the Trust. A copy of the Declaration of Trust of the Trust is on file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that this Agreement is executed on behalf of the Trust by an officer in his or her capacity as an officer and not individually. Eaton Vance expressly acknowledges the provisions in the Declaration of Trust of the Trust limiting the personal liability of the Trustees, officers, and shareholders of the Trust, and Eaton Vance hereby agrees that it shall have recourse to the Trust for payment of claims or obligations as between the Trust and Eaton Vance arising out of this Agreement and shall not seek satisfaction from the Trustees, officers, or shareholders or any Trustee, officer, or shareholder of the Trust.
10. Use of the Name “Eaton Vance”. Eaton Vance hereby consents to the use by the Trust of the name “Eaton Vance” as part of the Trust’s name; provided, however, that such consent shall be conditioned upon the employment of Eaton Vance or one of its affiliates as the investment adviser or administrator of the Trust. The name “Eaton Vance” or any variation thereof may be used from time to time in other connections and for other purposes by Eaton Vance and its affiliates and other investment companies that have obtained consent to the use of the name “Eaton Vance.” Eaton Vance shall have the right to require the Trust to cease using the name “Eaton Vance” as part of the Trust’s name if the Trust ceases, for any reason, to employ Eaton Vance or one of its affiliates as the Trust’s investment adviser or administrator. Future names adopted by the Trust for itself, insofar as such names include identifying words requiring the consent of Eaton Vance, shall be the property of Eaton Vance and shall be subject to the same terms and conditions.
11. No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any person not a party hereto any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
12. Non-Exclusive Services. The services of Eaton Vance to the Trust are not to be deemed to be exclusive, Eaton Vance being free to render services to others and engage in other business activities. It is understood that Eaton Vance and its affiliates perform investment services, including rendering investment advice, to varied clients. It is understood that Eaton Vance or any of its affiliates may give advice or take action for other accounts that may differ from, conflict with, or be adverse to advice given or taken for the Trust. It is understood that certain securities or instruments may be held in some accounts but not in others, or the accounts may have different levels of holdings in certain securities or instruments and the accounts may remit different levels of fees to Eaton Vance. In addition, it is understood that Eaton Vance or any of its affiliates may give advice or take action with respect to the investments of the Trust that may not be given or taken with respect to one or more accounts with similar investment programs, objectives, and strategies. The Trust acknowledges that Eaton Vance, its affiliates, and their respective officers, directors, and/or employees may from time to time have positions in or transact in securities and other investments recommended to clients, including the Trust. Such transactions may differ from or be inconsistent with the advice given, or the timing or nature of Eaton Vance’s action or actions with respect to the Trust. Eaton Vance may aggregate the Trust’s orders with orders of its proprietary accounts and/or orders of other clients.
13. Certain Definitions. The terms “assignment” and “interested persons” when used herein shall have the respective meanings specified in the 1940 Act as now in effect or as hereafter amended subject, however, to such exemptions as may be granted by any rule, regulation or order by the SEC. The term “vote of a majority of the outstanding voting securities” shall mean the vote, at a meeting of shareholders, of the lesser of (a) 67 per centum or more of the shares of the Trust present or represented by proxy at the meeting if the shareholders of more than 50 per centum of the outstanding shares of the Trust are present or represented by proxy at the meeting, or (b) more than 50 per centum of the outstanding shares of the Trust. In addition, where the effect of a requirement of the 1940 Act reflected in any provision of this Agreement is modified or interpreted by any applicable order or orders of the SEC, any rules or regulations adopted by, or interpretative releases of, the SEC, or any applicable guidance issued by the staff of the SEC, such provision will be deemed to incorporate the effect of such order, rule, regulation, interpretative release, or guidance.
14. Miscellaneous.
(a) If any term or provision of this Agreement or the application thereof to any person or circumstance is held to be invalid or unenforceable to any extent, the remainder of this Agreement or the application of such provision to other persons or circumstances shall not be affected thereby and shall be enforced to the fullest extent permitted by law.
(b) This Agreement shall be governed by and interpreted in accordance with the laws of The Commonwealth of Massachusetts.
(c) This Agreement may be executed by the parties hereto in any number of counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument.
[Signature page follows]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the day and year first above written.
EATON VANCE [TRUST NAME]
By:
[TRUST PRESIDENT]
President and not individually
[EATON VANCE MANAGEMENT]
By:
[NAME OF OFFICER]
[OFFICER] and not individually
APPENDIX A
For the services, payments and facilities furnished by Eaton Vance under this Agreement, Eaton Vance is entitled to receive from the [Trust] compensation as set forth below:
[Please see Appendix B of this Proxy Statement for advisory fee schedules and assets on which fees are charged.]
In case of initiation or termination of the Agreement during any month with respect to the Trust, the fee for that month shall be reduced proportionately on the basis of the number of calendar days during which the Agreement is in effect.
Such compensation shall be paid monthly in arrears. Eaton Vance may, from time to time, waive all or a part of the above compensation.
APPENDIX G
Investment Advisory Agreement: Dates and Approvals
The following table contains information regarding the date of each Fund’s current investment advisory agreement, the date on which it was last approved by shareholders and the purpose of that submission, the date on which the continuance of each Fund’s investment advisory agreement was last approved by the Board of Trustees as well as action taken (other than renewal) with respect to the current investment advisory agreements by the Board of Trustees since the beginning of each Fund’s last fiscal year.
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1 References below to “Original Approval” mean approval by the sole initial shareholder prior to public offering of the Fund.
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APPENDIX H
Board Considerations: Proposals 1A, 1B, 2A, and 2B
Overview of the Board Evaluation Process – Eaton Vance Closed-End Funds
At a meeting held on November 10, 2020 (the “November Meeting”), the Board of Trustees (each, a “Board” and, collectively, the “Board”) of each Fund, including a majority of the Board members (the “Independent Trustees”) who are not “interested persons” (as defined in the Investment Company Act of 1940 (the “1940 Act”)) of the Funds or Eaton Vance Management (“Eaton Vance”), voted to approve a new investment advisory agreement between each Fund and Eaton Vance (the “New Investment Advisory Agreements”) and, for certain Funds, a new investment sub-advisory agreement between Eaton Vance and the applicable Sub-Adviser (the “New Investment Sub-Advisory Agreements”1 and, together with the New Investment Advisory Agreements, the “New Agreements”), each of which is intended to go into effect upon the completion of the Transaction (as defined below). The Board’s evaluative process is more fully described below. In voting its approval of the New Agreements at the November Meeting, the Board relied on an order issued by the Securities and Exchange Commission in response to the impacts of the COVID-19 pandemic that provided temporary relief from the in-person meeting requirements under Section 15 of the 1940 Act.
In voting its approval of the New Agreements, the Board of each Fund relied upon the recommendation of its Contract Review Committee, which is a committee comprised exclusively of Independent Trustees. Prior to and during meetings leading up to the November Meeting, the Contract Review Committee reviewed and discussed information furnished by Eaton Vance, the Sub-Advisers, and Morgan Stanley, as requested by the Independent Trustees, that the Contract Review Committee considered reasonably necessary to evaluate the terms of the New Agreements and to form its recommendations. Such information included, among other things, the terms and anticipated impacts of Morgan Stanley’s pending acquisition of Eaton Vance Corp. (the “Transaction”) on the Funds and their shareholders. In addition to considering information furnished specifically to evaluate the impact of the Transaction on the Funds and their respective shareholders, the Board and its Contract Review Committee also considered information furnished for prior meetings of the Board and its committees, including, but not limited to, information provided in connection with the annual contract review process for the Funds, which most recently culminated in April 2020 (the “2020 Annual Approval Process”).
The Board of each Fund, including the Independent Trustees, concluded that the applicable New Investment Advisory Agreement and, as applicable, New Investment Sub-Advisory Agreement, including the fees payable thereunder, was fair and reasonable, and it voted to approve the New Investment Advisory Agreement and, as applicable, New Investment Sub-Advisory Agreement and to recommend that shareholders do so as well.
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[1] With respect to certain of the Funds, Eaton Vance is currently a party to a sub-advisory agreement (collectively, the “Current Sub-Advisory Agreements”) with Eaton Vance Advisers International Ltd. (“EVAIL”) or Parametric Portfolio Associates LLC (“Parametric”), each an affiliate of the Adviser (together, the “Sub-Advisers”). ETG, ETO and EXG are sub-advised by EVAIL and ETB, ETV, ETW and EXD are sub-advised by Parametric. Accordingly, references to the “Sub-Advisers” or the “New Sub-Advisory Agreements” are not applicable to all Funds.
Shortly after the announcement of the Transaction, the Board, including all of the Independent Trustees, met with senior representatives from Eaton Vance and Morgan Stanley at its meeting held on October 13, 2020 to discuss certain aspects of the Transaction and the expected impacts of the Transaction on the Funds and their shareholders. As part of the Board’s evaluation process, counsel to the Independent Trustees, on behalf of the Contract Review Committee, requested additional information to assist the Independent Trustees in their evaluation of the New Agreements and the implications of the Transaction, as well as other contractual arrangements that may be affected by the Transaction. The Contract Review Committee considered information furnished by Eaton Vance and Morgan Stanley, their respective affiliates, and, as applicable, the Sub-Advisers during meetings on November 5, 2020 and November 10, 2020.
The Contract Review Committee again met with senior representatives of Eaton Vance, the Sub-Advisers, and Morgan Stanley at its meeting on November 10, 2020, to further discuss the approval of the New Agreements. The representatives from Eaton Vance, the Sub-Advisers, and Morgan Stanley each made presentations to, and responded to questions from, the Independent Trustees. The Contract Review Committee considered Eaton Vance’s, the Sub-Adviser’s and Morgan Stanley’s responses related to the Transaction and specifically to the Funds, as well as information received in connection with the 2020 Annual Approval Process, with respect to its evaluation of the New Agreements. Among other information, the Board considered:
Information about the Transaction and its TermsSHAREHOLDER PROPOSALS
Information about Morgan Stanley
Information about the New Agreements
Information about Fund Performance, Fees and Expenses
Information about Portfolio Management and Trading
Information about Eaton Vance and the Sub-Advisers
Other Relevant Information
As indicated above, the Board and its Contract Review Committee also considered information received at its regularly scheduled meetings throughout the year, which included information from portfolio managers and other investment professionals of Eaton Vance and the Sub-Advisers regarding investment and performance matters, and considered various investment and trading strategies used in pursuing the Funds’ investment objectives. The Board also received information regarding risk management techniques employed in connection with the management of the Funds. The Board and its committees evaluated issues pertaining to industry and regulatory developments, compliance procedures, fund governance and other issues with respect to the Funds, and received reports and participated in presentations provided by Eaton Vance and its affiliates, including the Sub-Advisers, with respect to such matters.
The Contract Review Committee was advised throughout the evaluation process by Goodwin Procter LLP, independent legal counsel for the Independent Trustees. The members of the Contract Review Committee, with the advice of such counsel, exercised their own business judgment in determining the material factors to be considered in evaluating the New Agreements and the weight to be given to each such factor. The conclusions reached with respect to the New Agreements were based on a comprehensive evaluation of all the information provided and not any single factor. Moreover, each Independent Trustee may have placed varying emphasis on particular factors in reaching conclusions with respect to the New Agreements.
Nature, Extent and Quality of Services
In considering whether to approve the New Agreements, the Board evaluated the nature, extent and quality of services currently provided to each Fund by Eaton Vance and, as applicable, the Sub-Advisers under the Current Agreements. In evaluating the nature, extent and quality of services to be provided by Eaton Vance and the Sub-Advisers under the New Agreements, the Board considered, among other information, the expected impact, if any, of the Transaction on the operations, facilities, organization and personnel of Eaton Vance and the Sub-Advisers, and that Morgan Stanley and Eaton Vance have advised the Board that, following the Closing, there is not expected to be any diminution in the nature, extent and quality of services provided by Eaton Vance and the Sub-Advisers, as applicable, to the Funds and their shareholders, including compliance and other non-advisory services, and that there are not expected to be any changes in portfolio management personnel as a result of the Transaction.
The Board also considered the financial resources of Morgan Stanley and Eaton Vance and the importance of having a Fund manager with, or with access to, significant organizational and financial resources. The Board considered the benefits to the Funds of being part of a larger combined organization with greater financial resources following the Closing, particularly during periods of market disruptions and volatility. In this regard, the Board considered information provided by Morgan Stanley regarding its business and operating structure, scale of operation, leadership and reputation, distribution capabilities, and financial condition, as well as information on how the Funds are expected to fit within Morgan Stanley’s overall business strategy and any changes that Morgan Stanley contemplates in the short- or long-term following the Closing. The Board also noted Morgan Stanley’s and Eaton Vance’s commitment to keep the Board apprised of developments with respect to its long-term integration plans for Eaton Vance, the Sub-Advisers, and existing Morgan Stanley affiliates and their respective personnel.
The Board considered Eaton Vance’s and the Sub-Advisers’ management capabilities, investment processes and investment performance in light of the types of investments held by each Fund, including the education, experience and number of investment professionals and other personnel who provide portfolio management, investment research, and similar services to the Fund. In particular, the Board considered the abilities and experience of Eaton Vance’s and, as applicable, Sub-Advisers’ investment professionals in implementing each Fund’s investment strategies. The Board also took into account the resources dedicated to portfolio management and other services, the compensation methods of Eaton Vance and other factors, including the reputation and resources of Eaton Vance to recruit and retain highly qualified research, advisory and supervisory investment professionals. With respect to the recruitment and retention of key personnel, the Board noted information from Morgan Stanley and Eaton Vance regarding the benefits of joining Morgan Stanley. In addition, the Board considered the time and attention devoted to the Funds by senior management, as well as the infrastructure, operational capabilities and support staff in place to assist in the portfolio management and operations of the Funds, including the provision of administrative services. With respect to the foregoing, the Board also considered information from Eaton Vance and Morgan Stanley regarding the anticipated impact of the Transaction on such matters. The Board also considered the business-related and other risks to which Eaton Vance or its affiliates may be subject in managing the Funds and in connection with the Transaction. The Board considered the deep experience of Eaton Vance and its affiliates with managing and operating funds organized as exchange-listed closed-end funds, such as the Funds. In this regard, the Board considered, among other things, Eaton Vance’s and its affiliates’ experience with implementing leverage arrangements, monitoring and assessing trading price discounts and premiums and adhering to the requirements of securities exchanges.
The Board considered the compliance programs of Eaton Vance and relevant affiliates thereof, including the Sub-Advisers. The Board considered compliance and reporting matters regarding, among other things, personal trading by investment professionals, disclosure of portfolio holdings, late trading, frequent trading, portfolio valuation, business continuity and the allocation of investment opportunities. The Board also considered the responses of Eaton Vance and its affiliates to requests in recent years from regulatory authorities, such as the Securities and Exchange Commission and the Financial Industry Regulatory Authority. The Board also considered certain information relating to the compliance record of Morgan Stanley and its affiliates, including information requests in recent years from regulatory authorities. With respect to the foregoing, including the compliance programs of Eaton Vance and the Sub-Advisers, the Board noted information regarding the impact of the Transaction, as well as Eaton Vance’s and Morgan Stanley’s commitment to keep the Board apprised of developments with respect to its long-term integration plans for Eaton Vance, the Sub-Advisers and existing Morgan Stanley affiliates and their respective personnel.
The Board considered other administrative services provided and to be provided or overseen by Eaton Vance and its affiliates, including transfer agency and accounting services. The Board evaluated the benefits to shareholders of investing in a fund that is a part of a large fund complex offering exposure to a variety of asset classes and investment disciplines. The Board noted information that the Transaction was not expected to have any material impact on such matters in the near-term.
In evaluating the nature, extent and quality of the services to be provided under the New Agreements, the Board also considered investment performance information provided for each Fund in connection with the 2020 Annual Approval Process, as well as information provided as of a more recent date. In this regard, the Board compared each Fund’s investment performance to that of comparable funds identified by an independent data provider (the peer group), as well as appropriate benchmark indices and, for certain Funds, a custom peer group of similarly managed funds. The Board also considered, where applicable, Fund-specific performance explanations based on criteria established by the Board in connection with the 2020 Annual Approval Process and, where applicable, performance explanations as of a more recent date. In addition to the foregoing information, it was also noted that the Board has received and discussed with management information throughout the year at periodic intervals comparing each Fund’s performance against applicable benchmark indices and peer groups. In addition, the Board considered each Fund’s performance in light of overall financial market conditions. Where a Fund’s relative underperformance to its peers was significant during one or more specified periods, the Board noted the explanations from Eaton Vance concerning the Fund’s relative performance versus the peer group.
After consideration of the foregoing factors, among others, and based on their review of the materials provided and the assurances received from, and recommendations of, Eaton Vance and Morgan Stanley, the Board determined that the Transaction was not expected to adversely affect the nature, extent and quality of services provided to the Funds by Eaton Vance and its affiliates, including the Sub-Advisers, and that the Transaction was not expected to have an adverse effect on the ability of Eaton Vance and its affiliates, including the Sub-Advisers, to provide those services. The Board concluded that the nature, extent and quality of services expected to be provided by Eaton Vance and the Sub-Advisers, taken as a whole, are appropriate and expected to be consistent with the terms of the New Agreements.
Management Fees and Expenses
The Board considered contractual fee rates payable by each Fund for advisory and administrative services (referred to collectively as “management fees”) in connection with the 2020 Annual Approval Process, as well as information provided as of a more recent date. As part of its review, the Board considered each Fund’s management fees and total expense ratio over various periods, as compared to those of comparable funds, before and after giving effect to any undertaking to waive fees or reimburse expenses. The Board also considered factors, and, where applicable, certain Fund-specific factors, that had an impact on a Fund’s total expense ratio relative to comparable funds, as identified by Eaton Vance in response to inquiries from the Contract Review Committee. The Board considered that the New Agreement does not change a Fund’s management fee rate or the computation method for calculating such fees, including any separately executed permanent contractual management fee reduction currently in place for the Fund.
The Board also received and considered, where applicable, information about the services offered and the fee rates charged by Eaton Vance and the Sub-Advisers to other types of accounts with investment objectives and strategies that are substantially similar to and/or managed in a similar investment style as a Fund. In this regard, the Board received information about the differences in the nature and scope of services Eaton Vance and the Sub-Advisers, as applicable, provide to the Funds as compared to other types of accounts and the material differences in compliance, reporting and other legal burdens and risks to Eaton Vance and such Sub-Advisers as between the Fund and other types of accounts.
After considering the foregoing information, and in light of the nature, extent and quality of the services expected to be provided by Eaton Vance and the Sub-Advisers, the Board concluded that the management fees charged for advisory and related services are reasonable with respect to its approval of the New Agreements.
Profitability and “Fall-Out” Benefits
During the 2020 Annual Approval Process, the Board considered the level of profits realized by Eaton Vance and relevant affiliates thereof, including the Sub-Advisers, in providing investment advisory and administrative services to the Funds and to all Eaton Vance funds as a group. The Board considered the level of profits realized without regard to marketing support or other payments by Eaton Vance and its affiliates to third parties in respect of distribution or other services. In light of the foregoing factors and the nature, extent and quality of the services rendered, the profits realized by Eaton Vance and its affiliates, including the Sub-Advisers, were not deemed to be excessive by the Board.
The Board noted that Morgan Stanley and Eaton Vance are expected to realize, over time, cost savings from the Transaction based on eliminating duplicate corporate overhead expenses. The Board considered, however, information from Eaton Vance and Morgan Stanley that such cost savings are not expected to be realized immediately upon the Closing and that, accordingly, there are currently no specific expected changes in the levels of profitability associated with the advisory and other services provided to the Funds that are contemplated as a result of the Transaction. The Board noted that it will continue to receive information regarding profitability during its annual contract review processes, including the extent to which cost savings and/or other efficiencies result in changes to profitability levels.
The Board also considered direct or indirect fall-out benefits received by Eaton Vance and its affiliates, including the Sub-Advisers, in connection with their respective relationships with the Funds, including the benefits of research services that may be available to Eaton Vance and its affiliates as a result of securities transactions effected for the Funds and other investment advisory clients. In evaluating the fall-out benefits to be received by Eaton Vance and its affiliates under the New Agreements, the Board considered whether the Transaction would have an impact on the fall-out benefits currently realized by Eaton Vance and its affiliates in connection with services provided pursuant to the Current Advisory Agreements.
The Board of each Fund considered that Morgan Stanley may derive reputational and other benefits from its ability to use the names of Eaton Vance and its affiliates in connection with operating and marketing the Funds. The Board considered that the Transaction, if completed, would significantly increase Morgan Stanley’s assets under management and expand Morgan Stanley’s investment capabilities.
Economies of Scale
The Board also considered the extent to which Eaton Vance and its affiliates, on the one hand, and the Funds, on the other hand, can expect to realize benefits from economies of scale as the assets of the Funds increase. The Board acknowledged the difficulty in accurately measuring the benefits resulting from economies of scale, if any, with respect to the management of any specific Fund or group of funds. As part of the 2020 Annual Approval Process, the Board reviewed data summarizing the increases and decreases in the assets of the Funds and of all Eaton Vance funds as a group over various time periods, and evaluated the extent to which the total expense ratio of each Fund and the profitability of Eaton Vance and its affiliates may have been affected by such increases or decreases.
The Board noted that Morgan Stanley and Eaton Vance are expected to benefit from possible growth of the Funds resulting from enhanced distribution capabilities, including with respect to the Funds’ potential access to Morgan Stanley’s institutional client base. Based upon the foregoing, the Board concluded that the Funds currently share in the benefits from economies of scale, if any, when they are realized by Eaton Vance, and that the Transaction is not expected to impede a Fund from continuing to benefit from any future economies of scale realized by Eaton Vance. The Board also considered the fact that the Funds are not continuously offered in the same manner as an open-end fund and that, notwithstanding that certain Funds are authorized to issue additional common shares through a shelf offering, the Funds’ assets may not increase materially in the foreseeable future.
Conclusion
Based on its consideration of the foregoing, and such other information it deemed relevant, including the factors and conclusions described above, the Contract Review Committee recommended to the Board approval of the New Agreements. Based on the recommendation of the Contract Review Committee, the Board, including a majority of the Independent Trustees, unanimously voted to approve the New Agreements for the Funds and recommended that shareholders approve the New Agreements.
APPENDIX I
Form of New Investment Sub-Advisory Agreement between Eaton Vance and EVAIL
INVESTMENT SUB-ADVISORY AGREEMENT
between
EATON VANCE MANAGEMENT
and
EATON VANCE ADVISERS INTERNATIONAL LTD.
for
[TRUST NAME]
AGREEMENT made as of this [xx] day of [MONTH], [YEAR], between Eaton Vance Management, a Massachusetts business trust (the “Adviser”), and Eaton Vance Advisers International Ltd., a private limited company incorporated in England and Wales (the “Sub-Adviser”).
WHEREAS, the Adviser has entered into an Investment Advisory [and Administrative] Agreement (the “Advisory Agreement”) with [TRUST NAME], a Massachusetts business trust (the “Trust”), relating to the provision of portfolio management services to the Trust; and
WHEREAS, the Advisory Agreement provides that the Adviser may delegate any or all of its portfolio management responsibilities under the Advisory Agreement to one or more sub-investment advisers; and
WHEREAS, the Adviser and the Trustees of the Trust desire to retain the Sub-Adviser to render portfolio management services to the Trust in the manner and on the terms set forth in this Investment Sub-Advisory Agreement (the “Agreement”);
NOW THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the Adviser and the Sub-Adviser agree as follows:
1. Duties of the Sub-Adviser. The Adviser hereby employs the Sub-Adviser to act as investment adviser for and to manage the investment and reinvestment of the assets of the Trust and to administer its investment affairs, subject to the supervision of the Adviser and the Trustees of the Trust, for the period and on the terms set forth in this Agreement. Subject to approval of the Trust's Board and notice to the Sub-Adviser, the Adviser retains complete authority immediately to assume direct responsibility for any function delegated to the Sub-Adviser under this Agreement.
(a) The Sub-Adviser hereby accepts such employment and undertakes to afford to the Trust the advice and assistance of the Sub-Adviser’s organization in the choice of investments and in the purchase and sale of securities for the Trust and to furnish, for the use of the Trust, office space and all necessary office facilities, equipment and personnel for servicing the investments of the Trust and for administering its investment affairs and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Sub-Adviser’s organization and all personnel of the Sub-Adviser performing services relating to research and investment activities. The Sub-Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Adviser or the Trust in any way or otherwise be deemed an agent of the Adviser or the Trust.
(b) The Sub-Adviser shall provide the Trust with such investment management and supervision as the Adviser may, from time to time, consider necessary for the proper supervision of the Trust’s investments. The services to be provided by the Sub-Adviser hereunder will apply to the portion of the Trust’s assets that Adviser or the Trustees of the Trust shall from time to time designate, which may consist of all or a portion of the Trust’s assets. As investment sub-adviser to the Trust, the Sub-Adviser shall furnish continuously an investment program and shall determine, from time to time, what securities and other investments shall be acquired, disposed of or exchanged and what portion of the Trust’s assets shall be held uninvested, subject always to the applicable restrictions of the Trust’s Declaration of Trust, By-Laws and registration statement under the Investment Company Act of 1940, as amended (the “1940 Act”). The Sub-Adviser is authorized, in its discretion and without prior consultation with the Adviser or the Trust, to buy, sell, and otherwise trade in any and all types of securities, commodities, derivatives, and investment instruments on behalf of the Trust. Should the Trustees of the Trust or the Adviser at any time, however, make any specific determination as to investment policy for the Trust and notify the Sub-Adviser thereof in writing, the Sub-Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Sub-Adviser shall take, on behalf of the Trust, all actions that it deems necessary or desirable to implement the investment policies of the Trust.
(c) The Sub-Adviser shall place all orders for the purchase or sale of portfolio investments for the account of the Trust either directly with the issuer or with brokers, dealers futures commission merchants, or other market participants selected by the Sub-Adviser, and, to that end, the Sub-Adviser is authorized as the agent of the Trust to give instructions to the custodian of the Trust as to deliveries of investments and payments of cash for the account of the Trust. In connection with the selection of such brokers, dealers, futures commission merchants, or other market participants and the placing of such orders, the Sub-Adviser shall use its best efforts to seek to execute security transactions at prices that are advantageous to the Trust and (when a disclosed commission is being charged) at commission rates that are reasonable in relation to the benefits received. Subject to the policies and procedures adopted by the Board of Trustees of the Trust, in selecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Sub-Adviser and the Sub-Adviser is expressly authorized to cause the Trust to pay any broker or dealer who provides such brokerage and research services a commission for executing a security transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Sub-Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities which the Sub-Adviser and its affiliates have with respect to the Trust and to other accounts over which they exercise investment discretion.
(d) The Sub-Adviser shall furnish such reports, evaluations, information or analyses to the Trust and the Adviser as the Trust’s Board of Trustees or the Adviser may reasonably request from time to time, or as the Sub-Adviser may deem to be desirable.
(e) The Sub-Adviser shall exercise reasonable care in the performance of its duties under the Agreement and will conduct its activities hereunder in compliance with the applicable requirements of the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws, any applicable procedures adopted by the Trust’s Board that have been provided to the Sub-Adviser, and the provisions of the Trust’s registration statement, each as may be amended. The Sub-Adviser will furnish to regulatory authorities having the requisite authority any information or reports in connection with its services in respect to the Trust which may be requested by such authorities in order to ascertain whether the operations of the Trust are being conducted in a manner consistent with applicable laws and regulations.
2. Compensation of the Sub-Adviser. For the services, payments and facilities to be furnished hereunder by the Sub-Adviser, to the extent the Adviser receives at least such amount from the Trust pursuant to the Advisory Agreement, the Sub-Adviser shall be entitled to receive from the Adviser the compensation specified in Appendix A hereto. The Adviser is solely responsible for the payment of the compensation to the Sub-Adviser, and the Sub-Adviser agrees to seek payment of its compensation solely from the Adviser. The Trust shall have no liability for Sub-Adviser's compensation hereunder.
3. Allocation of Charges and Expenses. It is understood that the Trust will pay all expenses other than those expressly stated to be payable by the Sub-Adviser hereunder or by the Adviser under the Advisory Agreement, which expenses payable by the Trust shall include, without implied limitation, (i) expenses of maintaining the Trust and continuing its existence; (ii) registration of the Trust under the 1940 Act; (iii) commissions, spreads, fees and other expenses connected with the acquisition, holding and disposition of securities and other investments; (iv) auditing, accounting and legal expenses; (v) taxes and interest; (vi) governmental fees; (vii) expenses of listing shares of the Trust with a stock exchange, and expenses of issue, sale, repurchase and redemption (if any) of shares of the Trust, including expenses of conducting tender offers for the purpose of repurchasing Trust shares; (viii) fees and expenses of registering, qualifying, and maintaining the Trust and its shares under applicable federal and state securities laws and of preparing and filing registration statements, other offering statements or memoranda, and other reports, forms, and documents required to be filed by the Trust with the Securities and Exchange Commission (the “SEC”) and any other regulatory body, and for printing and distributing the same to shareholders; (ix) expenses of reports and notices to shareholders and of meetings of shareholders and proxy solicitations therefor; (x) expenses of reports to governmental officers and commissions; (xi) insurance expenses; (xii) association membership dues; (xiii) fees, expenses and disbursements of custodians and subcustodians for all services to the Trust (including without limitation safekeeping of funds, securities and other investments, keeping of books, accounts and records, and determination of net asset values); (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, shareholder servicing agents and registrars for all services to the Trust; (xv) expenses for servicing shareholder accounts; (xvi) any direct charges to the Trust or shareholders approved by the Trustees of the Trust; (xvii)
compensation and expenses of Trustees of the Trust who are not members of the Adviser’s or the Sub-Adviser’s organizations; (xviii) any pricing or valuation services employed by the Trust to value its investments including primary and comparative valuation services; (xix) any investment advisory, sub-investment advisory, or similar management fee payable by the Trust; (xx) all expenses incurred in connection with the Trust’s use of a line of credit, other borrowings or leverage; and (xxi) such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees, officers, and shareholders with respect thereto.
4. Other Interests. It is understood that Trustees, officers, and shareholders of the Trust are or may be or become interested in the Sub-Adviser as trustees, officers, employees, shareholders or otherwise and that trustees, officers, employees and shareholders of the Sub-Adviser are or may be or become similarly interested in the Trust, and that the Sub-Adviser may be or become interested in the Trust as a shareholder or otherwise. It is also understood that trustees, officers, employees and shareholders of the Sub-Adviser may be or become interested (as directors, trustees, officers, employees, shareholders or otherwise) in other companies or entities (including, without limitation, other investment companies) that the Sub-Adviser may organize, sponsor, or acquire, or with which it may merge or consolidate, and which may include the words “Eaton Vance Advisers International Ltd.” or any combination thereof as part of their name, and that the Sub-Adviser or its subsidiaries or affiliates may enter into advisory or management agreements or other contracts or relationships with such other companies or entities.
The services of the Sub-Adviser to the Adviser for the benefit of the Trust are not to be deemed to be exclusive and the Sub-Adviser is free to render services to others and engage in other business activities. It is understood that the Sub-Adviser and its affiliates perform investment services, including rendering investment advice, to varied clients. It is understood that the Sub-Adviser or any of its affiliates may give advice or take action for other accounts that may differ from, conflict with, or be adverse to advice given or taken for the Trust. It is understood that certain securities or instruments may be held in some accounts but not in others, or the accounts may have different levels of holdings in certain securities or instruments and the accounts may remit different levels of fees to the Sub-Adviser. In addition, it is understood that the Sub-Adviser or any of its affiliates may give advice or take action with respect to the investments of the Trust that may not be given or taken with respect to one or more accounts with similar investment programs, objectives, and strategies. The Trust acknowledges that the Sub-Adviser, its affiliates, and their respective officers, directors, and/or employees may from time to time have positions in or transact in securities and other investments recommended to clients, including the Trust. Such transactions may differ from or be inconsistent with the advice given, or the timing or nature of the Sub-Adviser’s action or actions with respect to the Trust. The Sub-Adviser may aggregate the Trust’s orders with orders of its proprietary accounts and/or orders of other clients.
5. Limitation of Liability of the Sub-Adviser. In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the Sub-Adviser, the Sub-Adviser shall not be subject to liability to the Adviser or the Trust or to any shareholder of the Trust for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the acquisition, holding, or disposition of any security or other investment.
6. Duration and Termination of this Agreement. This Agreement shall become effective upon the date of its execution, and, unless terminated as herein provided, shall remain in full force and effect through and including the second anniversary of the execution of this Agreement and shall continue in full force and effect indefinitely thereafter, but only so long as such continuance after such second anniversary is specifically approved at least annually (i) by the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Trust and (ii) by the vote of a majority of those Trustees of the Trust who are not interested persons of the Sub-Adviser, the Adviser, or the Trust cast in person at a meeting called for the purpose of voting on such approval.
This Agreement may be terminated as to the Trust without the payment of any penalty by (i) the Adviser, subject to the approval of the Trustees of the Trust; (ii) the vote of the Trustees of the Trust; (iii) the vote of a majority of the outstanding voting securities of the Trust at any annual or special meeting; or (iv) the Sub-Adviser, in each case on sixty (60) days’ written notice. This Agreement shall terminate automatically in the event of its assignment or in the event that the Advisory Agreement shall have terminated for any reason. In the event of termination for any reason, all records of the Trust shall promptly be returned to the Adviser or the Trust, free from any claim or retention of rights in such record by the Sub- Adviser, although the Sub-Adviser may, at its own expense, make and retain a copy of such records.
7. Amendments of the Agreement. This Agreement may be amended by a writing signed by both parties hereto, provided that no amendment to this Agreement shall be effective until approved in a manner consistent with the requirements of the 1940 Act.
8. Limitation of Liability. A copy of the Declaration of Trust for each the Trust and the Adviser is on file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that this Agreement is executed on behalf of each the Adviser and the Trust by an officer of each respective organization, in his or her capacity as an officer and not individually. The Sub-Adviser expressly acknowledges the provisions in the Declarations of Trust of the Trust and of the Adviser limiting the personal liability of Trustees, officers, and the shareholders of the Trust and the Adviser, respectively, and the Sub-Adviser hereby agrees that it shall have recourse to the Trust or the Adviser, respectively, for payment of claims or obligations as between the Trust or the Adviser, respectively, and the Sub-Adviser arising out of this Agreement and shall not seek satisfaction from the Trustees, officers, or shareholders, or any Trustee, officer, or shareholder, of the Trust or the Adviser.
9. Third Party Beneficiaries. The Trust is a third party beneficiary to this Agreement. Aside from the Trust, nothing in this Agreement, express or implied, is intended to or shall confer upon any person not a party hereto (including, but not limited to, shareholders of the Trust) any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
10. Books and Records. The Sub-Adviser hereby agrees that all records that it maintains for the Trust are the property of the Trust and further agrees to surrender promptly to the Trust any of such records upon the Trust's or the Adviser's request in compliance with the requirements of Rule 31a-3 under the 1940 Act, although the Sub-Adviser may, at its own expense, make and retain a copy of such records. The Sub-Adviser further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records required to be maintained by Rule 31a-1 under the 1940 Act.
11. Certain Definitions. The terms “assignment” and “interested persons” when used herein shall have the respective meanings specified in the 1940 Act, as now in effect or as hereafter amended subject, however, to such exemptions as may be granted by any rule, regulation or order by the SEC. The term “vote of a majority of the outstanding voting securities” shall mean the vote, at a meeting of shareholders, of the lesser of (a) 67 per centum or more of the shares of the Trust present or represented by proxy at the meeting if the shareholders of more than 50 per centum of the outstanding shares of the Trust are present or represented by proxy at the meeting, or (b) more than 50 per centum of the outstanding shares of the Trust. In addition, where the effect of a requirement of the 1940 Act reflected in any provision of this Agreement is modified or interpreted by any applicable order or orders of the SEC, any rules or regulations adopted by, or interpretative releases of, the SEC, or any applicable guidance issued by the staff of the SEC, such provision will be deemed to incorporate the effect of such order, rule, regulation, interpretative release, or guidance.
12. Miscellaneous.
(a) If any term or provision of this Agreement or the application thereof to any person or circumstance is held to be invalid or unenforceable to any extent, the remainder of this Agreement or the application of such provision to other persons or circumstances shall not be affected thereby and shall be enforced to the fullest extent permitted by law.
(b) This Agreement shall be governed by and interpreted in accordance with the laws of The Commonwealth of Massachusetts.
(c) This Agreement may be executed by the parties hereto in any number of counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument.
[Signature page follows.]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.
[EATON VANCE MANAGEMENT]
By: ______________________________
Name: [NAME]
Title: Vice President and not individually
EATON VANCE ADVISERS INTERNATIONAL LTD.
A private limited company incorporated in England and Wales, authorized and regulated by the Financial Conduct Authority of the United Kingdom
By:
Name: Frederick S. Marius
Title: Director and not individually
Acknowledged and agreed to as of the day
and year first above written:
[TRUST NAME]
(on behalf of TRUST NAME)
By: _________________________________
Name: [NAME]
Title: President and not individually
APPENDIX A
Annual Investment Sub-Advisory Fee
For the services, payments and facilities furnished by the Sub-Adviser under this Agreement, the Sub-Adviser is entitled to receive from the Adviser the compensation set forth below:
[Please see Appendix C of this Proxy Statement for sub-advisory fee schedules and assets on which fees are charged.]
In case of initiation or termination of the Agreement during any month with respect to the Trust, the fee for that month shall be reduced proportionately on the basis of the number of calendar days during which the Agreement is in effect.
Such compensation shall be paid monthly in arrears. The Sub-Adviser may, from time to time, waive all or a part of the above compensation.
APPENDIX J
Form of New Investment Sub-Advisory Agreement between Eaton Vance and Parametric
INVESTMENT SUB-ADVISORY AGREEMENT
between
EATON VANCE MANAGEMENT
and
PARAMETRIC PORTFOLIO ASSOCIATES, LLC
for
[TRUST NAME]
AGREEMENT made as of this [xx] day of [MONTH], [YEAR], between Eaton Vance Management, a Massachusetts business trust (the “Adviser”), and Parametric Portfolio Associates, LLC, a Delaware limited liability company (the “Sub-Adviser”).
WHEREAS, the Adviser has entered into an Investment Advisory [and Administrative] Agreement (the “Advisory Agreement”) with [TRUST NAME], a Massachusetts business trust (the “Trust”), relating to the provision of portfolio management services to the Trust; and
WHEREAS, the Advisory Agreement provides that the Adviser may delegate any or all of its portfolio management responsibilities under the Advisory Agreement to one or more sub-investment advisers; and
WHEREAS, the Adviser and the Trustees of the Trust desire to retain the Sub-Adviser to render portfolio management services to the Trust in the manner and on the terms set forth in this Investment Sub-Advisory Agreement (the “Agreement”);
NOW THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the Adviser and the Sub-Adviser agree as follows:
1. Duties of the Sub-Adviser. The Adviser hereby employs the Sub-Adviser to act as investment adviser for and to manage the investment and reinvestment of the assets of the Trust and to administer its investment affairs, subject to the supervision of the Adviser and the Trustees of the Trust, for the period and on the terms set forth in this Agreement. Subject to approval of the Trust's Board and notice to the Sub-Adviser, the Adviser retains complete authority immediately to assume direct responsibility for any function delegated to the Sub-Adviser under this Agreement.
(a) The Sub-Adviser hereby accepts such employment and undertakes to afford to the Trust the advice and assistance of the Sub-Adviser’s organization in the choice of investments and in the purchase and sale of securities for the Trust and to furnish, for the use of the Trust, office space and all necessary office facilities, equipment and personnel for servicing the investments of the Trust and for administering its investment affairs and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Sub-Adviser’s organization and all personnel of the Sub-Adviser performing services relating to research and investment activities. The Sub-Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Adviser or the Trust in any way or otherwise be deemed an agent of the Adviser or the Trust.
(b) The Sub-Adviser shall provide the Trust with such investment management and supervision as the Adviser may, from time to time, consider necessary for the proper supervision of the Trust’s investments. The services to be provided by the Sub-Adviser hereunder will apply to the portion of the Trust’s assets that Adviser or the Trustees of the Trust shall from time to time designate, which may consist of all or a portion of the Trust’s assets. As investment sub-adviser to the Trust, the Sub-Adviser shall furnish continuously an investment program and shall determine, from time to time, what securities and other investments shall be acquired, disposed of or exchanged and what portion of the Trust’s assets shall be held uninvested, subject always to the applicable restrictions of the Trust’s Declaration of Trust, By-Laws and registration statement under the Investment Company Act of 1940, as amended (the “1940 Act”). The Sub-Adviser is authorized, in its discretion and without prior consultation with the Adviser or the Trust, to buy, sell, and otherwise trade in any and all types of securities, commodities, derivatives, and investment instruments on behalf of the Trust. Should the Trustees of the Trust or the Adviser at any time, however, make any specific determination as to investment policy for the Trust and notify the Sub-Adviser thereof in writing, the Sub-Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Sub-Adviser shall assure that the Trust complies with its investment policies and restrictions as set forth in the Trust’s registration statement and shall take, on behalf of the Trust, all actions that it deems necessary or desirable to implement the investment policies of the Trust.
(c) The Sub-Adviser shall place all orders for the purchase or sale of portfolio investments for the account of the Trust either directly with the issuer or with brokers, dealers, futures commission merchants, or other market participants selected by the Sub-Adviser, and, to that end, the Sub-Adviser is authorized as the agent of the Trust to give instructions to the custodian of the Trust as to deliveries of investments and payments of cash for the account of the Trust. In connection with the selection of such brokers, dealers, futures commission merchants, or other market participants and the placing of such orders, the Sub-Adviser shall use its best efforts to seek to execute security transactions at prices that are advantageous to the Trust and (when a disclosed commission is being charged) at commission rates that are reasonable in relation to the benefits received. Subject to the policies and procedures adopted by the Board of Trustees of the Trust, in selecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Sub-Adviser and the Sub-Adviser is expressly authorized to cause the Trust to pay any broker or dealer who provides such brokerage and research services a commission for executing a security transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Sub-Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities which the Sub-Adviser and its affiliates have with respect to the Trust and to other accounts over which they exercise investment discretion.
(d) The Sub-Adviser shall furnish such reports, evaluations, information or analyses to the Trust and the Adviser as the Trust’s Board of Trustees or the Adviser may reasonably request from time to time, or as the Sub-Adviser may deem to be desirable.
(e) Each of the Adviser and the Sub-Adviser shall exercise reasonable care in the performance of its duties under the Agreement and will conduct its activities hereunder in compliance with the applicable requirements of the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws, any applicable procedures adopted by the Trust’s Board that have been provided to the Sub-Adviser, and the provisions of the Trust’s registration statement, each as may be amended. The Sub-Adviser will furnish to regulatory authorities having the requisite authority any information or reports in connection with its services in respect to the Trust which may be requested by such authorities in order to ascertain whether the operations of the Trust are being conducted in a manner consistent with applicable laws and regulations.
2. Compensation of the Sub-Adviser. For the services, payments and facilities to be furnished hereunder by the Sub-Adviser, to the extent the Adviser receives at least such amount from the Trust pursuant to the Advisory Agreement, the Sub-Adviser shall be entitled to receive from the Adviser the compensation specified in Appendix A hereto. The Adviser is solely responsible for the payment of the compensation to the Sub-Adviser, and the Sub-Adviser agrees to seek payment of its compensation solely from the Adviser. The Trust shall have no liability for Sub-Adviser's compensation hereunder.
3. Allocation of Charges and Expenses. It is understood that the Trust will pay all expenses other than those expressly stated to be payable by the Sub-Adviser hereunder or by the Adviser under the Advisory Agreement, which expenses payable by the Trust shall include, without implied limitation, (i) expenses of maintaining the Trust and continuing its existence; (ii) registration of the Trust under the 1940 Act; (iii) commissions, spreads, fees and other expenses connected with the acquisition, holding and disposition of securities and other investments; (iv) auditing, accounting and legal expenses; (v) taxes and interest; (vi) governmental fees; (vii) expenses of listing shares of the Trust with a stock exchange, and expenses of issue, sale, repurchase and redemption (if any) of shares of the Trust, including expenses of conducting tender offers for the purpose of repurchasing Trust shares; (viii) fees and expenses of registering, qualifying, and maintaining the Trust and its shares under applicable federal and state securities laws and of preparing and filing registration statements, other offering statements or memoranda, and other reports, forms, and documents required to be filed by the Trust with the Securities and Exchange Commission (the “SEC”) and any other regulatory body, and for printing and distributing the same to shareholders; (ix) expenses of reports and notices to shareholders and of meetings of shareholders and proxy solicitations therefor; (x) expenses of reports to governmental
officers and commissions; (xi) insurance expenses; (xii) association membership dues; (xiii) fees, expenses and disbursements of custodians and subcustodians for all services to the Trust (including without limitation safekeeping of funds, securities and other investments, keeping of books, accounts and records, and determination of net asset values); (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, shareholder servicing agents and registrars for all services to the Trust; (xv) expenses for servicing shareholder accounts; (xvi) any direct charges to the Trust or shareholders approved by the Trustees of the Trust; (xvii) compensation and expenses of Trustees of the Trust who are not members of the Adviser’s or the Sub-Adviser’s organizations; (xviii) any pricing or valuation services employed by the Trust to value its investments including primary and comparative valuation services; (xix) any investment advisory, sub-investment advisory, or similar management fee payable by the Trust; (xx) all expenses incurred in connection with the Trust’s use of a line of credit, other borrowings or leverage; and (xxi) such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees, officers, and shareholders with respect thereto.
4. Other Interests. It is understood that Trustees, officers, and shareholders of the Trust are or may be or become interested in the Sub-Adviser as trustees, officers, employees, shareholders or otherwise and that trustees, officers, employees and shareholders of the Sub-Adviser are or may be or become similarly interested in the Trust, and that the Sub-Adviser may be or become interested in the Trust as a shareholder or otherwise. It is also understood that trustees, officers, employees and shareholders of the Sub-Adviser may be or become interested (as directors, trustees, officers, employees, shareholders or otherwise) in other companies or entities (including, without limitation, other investment companies) that the Sub-Adviser may organize, sponsor, or acquire, or with which it may merge or consolidate, and which may include the words “Parametric” or any combination thereof as part of their name, and that the Sub-Adviser or its subsidiaries or affiliates may enter into advisory or management agreements or other contracts or relationships with such other companies or entities.
The services of the Sub-Adviser to the Adviser for the benefit of the Trust are not to be deemed to be exclusive and the Sub-Adviser is free to render services to others and engage in other business activities. It is understood that the Sub-Adviser and its affiliates perform investment services, including rendering investment advice, to varied clients. It is understood that the Sub-Adviser or any of its affiliates may give advice or take action for other accounts that may differ from, conflict with, or be adverse to advice given or taken for the Trust. It is understood that certain securities or instruments may be held in some accounts but not in others, or the accounts may have different levels of holdings in certain securities or instruments and the accounts may remit different levels of fees to the Sub-Adviser. In addition, it is understood that the Sub-Adviser or any of its affiliates may give advice or take action with respect to the investments of the Trust that may not be given or taken with respect to one or more accounts with similar investment programs, objectives, and strategies. The Trust acknowledges that the Sub-Adviser, its affiliates, and their respective officers, directors, and/or employees may from time to time have positions in or transact in securities and other investments recommended to clients, including the Trust. Such transactions may differ from or be inconsistent with the advice given, or the timing or nature of the Sub-Adviser’s action or actions with respect to the Trust. The Sub-Adviser may aggregate the Trust’s orders with orders of its proprietary accounts and/or orders of other clients.
5. Sub-Adviser Compliance.
(a) The Sub-Adviser represents and warrants that it is a duly registered investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”) and will maintain such registration so long as this Agreement remains in effect.
(b) As required by Rule 206(4)-7 under the Advisers Act, the Sub-Adviser has adopted written policies and procedures reasonably designed to prevent violation by it, or any of its supervised persons, of the Advisers Act and the rules under the Advisers Act and all other laws and regulations relevant to the performance of its duties under this Agreement. The Sub-Adviser has designated a chief compliance officer responsible for administering these compliance policies and procedures. The chief compliance officer at the Sub-Adviser's expense shall provide such written compliance reports relating to the operations and compliance procedures of the Sub-Adviser to the Adviser and/or the Trust and their respective chief compliance officers as may be required by law or regulation or as are otherwise reasonably requested. Moreover, the Sub-Adviser agrees to use such other or additional compliance techniques as the Adviser or the Board may reasonably adopt or approve, including written compliance procedures.
(c) The Sub-Adviser agrees that it shall promptly notify, if legally permitted, the Adviser and the Trust (i) in the event that the SEC has censured the Sub-Adviser; placed limitations upon its activities, functions or operations; suspended or revoked its registration as an investment adviser; commenced proceedings or an investigation (formally or informally) that may result in any of these actions; or corresponded with the Sub-Adviser on a non-routine basis concerning either the Sub-Adviser's performances under this Agreement or any other matter that might materially affect the ability of the Sub- Adviser to perform its duties under this Agreement, including sending a deficiency letter or raising issues about the business, operations, or practices of the Sub-Adviser; (ii) in the event of any notice of investigation, examination, inquiry, audit or subpoena of the Sub-Adviser or any of its officers or employees by any federal, state, municipal or other governmental department, commission, bureau, board, agency or instrumentality. If legally permitted, the Sub-Adviser will furnish the Adviser, upon request, copies of any and all documents relating to the foregoing. The Sub-Adviser further agrees to notify the Adviser and the Trust promptly of any material fact known to the Sub-Adviser respecting or relating to the Sub-Adviser that is not contained in the Registration Statement or prospectus for the Trust, or any amendment or supplement thereto that is required to be so contained, or if any statement contained therein concerning the Sub-Adviser that becomes untrue in any material respect.
(d) The Sub-Adviser will provide the Adviser with such reports, presentations, certifications, and other information as the Adviser may reasonably request from time to time concerning the business and operations of the Sub-Adviser in performing services hereunder or generally concerning the Sub-Adviser's investment advisory services, the Sub-Adviser's compliance with applicable federal, state, and local law and regulations, and changes in the Sub-Adviser's key personnel, investment strategies, policies and procedures, and other matters that are likely to have a material impact on the Sub- Advisers duties hereunder. The Adviser and the Trust shall provide the Sub-Adviser with such reports as the Sub-Adviser may from time to time reasonably request concerning their compliance with applicable federal, state, and local law and regulations.
(e) The Sub-Adviser has reviewed the most recent amendment to the registration statement that contains disclosure about the Sub-Adviser, and represents and warrants that, with respect only to the disclosure expressly concerning the Sub-Adviser, its business, operations, or employees, such registration statement contains, as of the date hereof, no untrue statement of any material fact, and does not omit any statement of a material fact that was required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading.
6. Liability.
(a) Except as may otherwise be required by the 1940 Act or the rules thereunder or other applicable law, the Adviser agrees that the Sub-Adviser, any affiliated person of the Sub-Adviser, and each person, if any, who, within the meaning of Section 15 of the Securities Act of 1933, as amended (the “1933 Act”), controls the Sub-Adviser shall not be liable for, or subject to, any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of willful misfeasance, bad faith, or negligence in the performance of the Sub-Adviser's duties, or any breach by the Sub-Adviser of its obligations or duties under this Agreement.
(b) Except as may otherwise be required by the 1940 Act or the rules thereunder or other applicable law, the Sub-Adviser agrees that the Adviser, any affiliated person of the Adviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Adviser shall not be liable for, or subject to, any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of willful misfeasance, bad faith, or negligence in the performance of the Adviser's duties, or any breach by the Adviser of its obligations or duties under this Agreement.
7. Duration and Termination of this Agreement. This Agreement shall become effective upon the date of its execution, and, unless terminated as herein provided, shall remain in full force and effect through and including the second anniversary of the execution of this Agreement and shall continue in full force and effect indefinitely thereafter, but only so long as such continuance after such second anniversary is specifically approved at least annually (i) by the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Trust and (ii) by the vote of a majority of those Trustees of the Trust who are not interested persons of the Sub-Adviser, the Adviser, or the Trust cast in person at a meeting called for the purpose of voting on such approval.
This Agreement may be terminated as to the Trust without the payment of any penalty by (i) the Adviser, subject to the approval of the Trustees of the Trust; (ii) the vote of the Trustees of the Trust; (iii) the vote of a majority of the outstanding voting securities of the Trust at any annual or special meeting; or (iv) the Sub-Adviser, in each case on sixty (60) days’ written notice. This Agreement shall terminate automatically in the event of its assignment or in the event that the Advisory Agreement shall have terminated for any reason. In the event of termination for any reason, all records of the Trust shall promptly be returned to the Adviser or the Trust, free from any claim or retention of rights in such record by the Sub- Adviser, although the Sub-Adviser may, at its own expense, make and retain a copy of such records.
8. Amendments of the Agreement. This Agreement may be amended by a writing signed by both parties hereto, provided that no amendment to this Agreement shall be effective until approved in a manner consistent with the requirements of the 1940 Act.
9. Limitation of Liability. A copy of the Declaration of Trust for each the Trust and the Adviser is on file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that this Agreement is executed on behalf of each the Adviser and the Trust by an officer of each respective organization, in his or her capacity as an officer and not individually. The Sub-Adviser expressly acknowledges the provisions in the Declarations of Trust of the Trust and of the Adviser limiting the personal liability of Trustees, officers, and the shareholders of the Trust and the Adviser, respectively, and the Sub-Adviser hereby agrees that it shall have recourse to the Trust or the Adviser, respectively, for payment of claims or obligations as between the Trust or the Adviser, respectively, and the Sub-Adviser arising out of this Agreement and shall not seek satisfaction from the Trustees, officers, or shareholders, or any Trustee, officer, or shareholder, of the Trust or the Adviser.
10. Third Party Beneficiaries. The Trust is a third party beneficiary to this Agreement. The Trust has reserved the right to reasonably direct any action hereunder taken on its behalf by the Sub-Adviser. Aside from the Trust, nothing in this Agreement, express or implied, is intended to or shall confer upon any person not a party hereto (including, but not limited to, shareholders of the Trust) any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
11. Cooperation; Confidentiality. Each party to this Agreement agrees to cooperate with the other party and with all appropriate governmental authorities having the requisite jurisdiction (including, but not limited to, the SEC) in connection with any investigation or inquiry relating to this Agreement or the Trust. Subject to the foregoing, the Sub-Adviser shall treat as confidential and use only in connection with the Trust in accordance with this Agreement all information pertaining to the Trust, actions of the Trust, or the Adviser. The parties acknowledge that any breach of the undertaking in the immediately preceding sentence might result in immediate, irreparable injury to another party and that, accordingly, equitable remedies, including ex parte remedies, are appropriate in the event of any actual, apparent, or threatened breach of such undertaking.
12. Books and Records. The Sub-Adviser hereby agrees that all records that it maintains for the Trust are the property of the Trust and further agrees to surrender promptly to the Trust any of such records upon the Trust's or the Adviser's request in compliance with the requirements of Rule 31a-3 under the 1940 Act, although the Sub-Adviser may, at its own expense, make and retain a copy of such records. The Sub-Adviser further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records required to be maintained by Rule 31a-1 under the 1940 Act.
13. Certain Definitions. The terms “assignment” and “interested persons” when used herein shall have the respective meanings specified in the 1940 Act, as now in effect or as hereafter amended subject, however, to such exemptions as may be granted by any rule, regulation or order by the SEC. The term “vote of a majority of the outstanding voting securities” shall mean the vote, at a meeting of shareholders, of the lesser of (a) 67 per centum or more of the shares of the Trust present or represented by proxy at the meeting if the shareholders of more than 50 per centum of the outstanding shares of the Trust are present or represented by proxy at the meeting, or (b) more than 50 per centum of the outstanding shares of the Trust. In addition, where the effect of a requirement of the 1940 Act reflected in any provision of this Agreement is modified or interpreted by any applicable order or orders of the SEC, any rules or regulations adopted by, or interpretative releases of, the SEC, or any applicable guidance issued by the staff of the SEC, such provision will be deemed to incorporate the effect of such order, rule, regulation, interpretative release, or guidance.
14. Miscellaneous.
(a) If any term or provision of this Agreement or the application thereof to any person or circumstance is held to be invalid or unenforceable to any extent, the remainder of this Agreement or the application of such provision to other persons or circumstances shall not be affected thereby and shall be enforced to the fullest extent permitted by law.
(b) This Agreement shall be governed by and interpreted in accordance with the laws of The Commonwealth of Massachusetts.
(c) This Agreement may be executed by the parties hereto in any number of counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument.
[Signature page follows.]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.
[EATON VANCE MANAGEMENT]
By: ______________________________
Name: [NAME]
Title: Vice President and not individually
PARAMETRIC PORTFOLIO ASSOCIATES, LLC
By: _____________________________
Name:
Title:
Acknowledged and agreed to as of the day
and year first above written:
[TRUST NAME]
(on behalf of TRUST NAME)
By: _________________________________
Name: [NAME]
Title: President and not individually
APPENDIX A
Annual Investment Sub-Advisory Fee
For the services, payments and facilities furnished by the Sub-Adviser under this Agreement, the Sub-Adviser is entitled to receive from the Adviser the compensation set forth below:
[Please see Appendix C of this Proxy Statement for sub-advisory fee schedules and assets on which fees are charged.]
In case of initiation or termination of the Agreement during any month with respect to the Trust, the fee for that month shall be reduced proportionately on the basis of the number of calendar days during which the Agreement is in effect.
Such compensation shall be paid monthly in arrears. The Sub-Adviser may, from time to time, waive all or a part of the above compensation.
APPENDIX K
Investment Sub-Advisory Agreements: Dates and Approvals
The following table contains information regarding, as applicable, the date of each Fund’s current investment sub-advisory agreement, the date on which it was last approved by shareholders, the date on which the continuance of each investment sub-advisory agreement was last approved by the Board of Trustees as well as action taken (other than renewal) with respect to the current investment sub-advisory agreements by the Board of Trustees since the beginning of each Fund’s last fiscal year.
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1 References below to “Original Approval” mean approval by the sole initial shareholder prior to public offering of the Fund.
2 Pursuant to SEC staff guidance, the current sub-advisory agreement did not require shareholder approval.
3 The date the prior sub-advisory agreement for the Fund was last approved by shareholders. As discussed in footnote 2, pursuant to SEC staff guidance, the current sub-advisory agreement did not require shareholder approval.
APPENDIX L
Submission of Shareholder Proposals
To be considered for presentation at a Fund’s 20212024 Annual Meeting of Shareholders, a shareholder proposal submitted pursuant to Rule 14a-8 under the Securities Exchange Act of 1934 as amended, must be received at the Fund’s principal office c/o the Secretary of the Fund on or before the date listed below.July 26, 2023. Written notice of a shareholder proposal submitted outside of the processes of Rule 14a-8 must be delivered to the Fund’s principal office c/o the Secretary of the Fund no later than the close of business on October 13, 2023 and no earlier than September 14, 2023. In order to be included in the corresponding dates listed below.
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Fund’s proxy statement and form of proxy, a shareholder proposal must comply with all applicable legal requirements. Timely submission of a proposal does not guarantee that such proposal will be included.
| Proxy Statement dated November 23, 2022 |
APPENDIX MEXHIBIT A
EATON VANCE FUNDS
Other Similar Funds AdvisedAUDIT COMMITTEE CHARTER
I. Purposes of the Committee.
The Board of Trustees or Sub-AdvisedDirectors (the “Board”) of each registered investment company or series thereof advised by Eaton Vance Management or Parametricits affiliate, Boston Management and Research (collectively, “Eaton Vance”) (each, a “Fund,” and collectively, the “Funds”), has established an Audit Committee of the Board of each Fund (the “Committee”) and has approved this Charter for the operation of the Committee. The purposes of the Committee are as follows:
| 1. | To oversee each Fund’s accounting and financial reporting processes, its internal control over financial reporting, and, as appropriate, the internal control over financial reporting of certain service providers; |
| 2. | To oversee or, as appropriate, assist Board oversight of the quality and integrity of the Funds’ financial statements and the independent audit thereof; |
| 3. | To oversee or, as appropriate, assist Board oversight of the Funds’ compliance with legal and regulatory requirements that relate to the Funds’ accounting and financial reporting, internal control over financial reporting and independent audits; |
| 4. | To approve prior to appointment the engagement and, when appropriate, replacement of the independent registered public accountants (“independent auditors”), and, if applicable, nominate independent auditors to be proposed for shareholder ratification in any proxy statement of a Fund; |
| 5. | To evaluate or, as appropriate, assist Board evaluation of the qualifications, independence and performance of the independent auditors and the audit partner in charge of leading the audit; and |
| 6. | To prepare such audit committee reports, consistent with the requirements of applicable Securities and Exchange Commission (“SEC”), NYSE American LLC (“NYSE American,” formerly NYSE MKT LLC) and New York Stock Exchange rules, for inclusion in the proxy statement for the annual meeting of shareholders of a Fund. |
The following table contains certain information regarding other fundsprimary function of the Committee is oversight. The Committee is not responsible for which Eaton Vancemanaging the Funds or Parametric providesfor performing tasks that are delegated to the officers of any Fund, any investment advisory services and that may have similar investment objectivesadviser to a Fund, the custodian of a Fund, and other service providers for the Funds, including the independent auditors, and nothing in this Charter shall be construed to reduce the responsibilities or liabilities of management or the Funds’ service providers. It is management’s responsibility to maintain appropriate systems for accounting and internal control over financial reporting. Specifically, management is responsible for: (1) the preparation, presentation and integrity of the financial statements of each Fund; (2) the maintenance of appropriate accounting and financial reporting principles and policies; and (3) the maintenance of internal control over financial reporting and other procedures designed to assure compliance with accounting standards and related laws and regulations. The independent auditors are responsible for planning and carrying out an audit consistent with applicable legal and professional standards and the terms of their engagement letter, and shall report directly to the Committee. In performing its oversight function, the Committee shall be entitled to rely upon advice and information that it receives in its discussions and communications with management, the independent auditors and such experts, advisors and professionals as may be consulted by the Committee.
II. Composition of the Committee.
The Committee shall be comprised of at least three members appointed by the Board, which shall also determine the number and term, if any, of such members, in each case upon the recommendation of the Governance Committee of the Board. All members of the Committee shall be Trustees or Directors who are not “interested persons” (as defined in the Investment Company Act of 1940, as applicable, Eaton Vanceamended (the “1940 Act”)) of any Fund or Parametric serves asof the investment adviser, sub-adviser or investment sub-adviser. There are no funds for which EVAIL provides investment advisory servicesprincipal underwriter of any Fund (each, an “Independent Trustee,” and collectively, the “Independent Trustees”). In the event that have similar investment objectivesa resignation, retirement, removal or other event or circumstance causes the number of Committee members to fall below the minimum set forth above, the Committee shall nevertheless be authorized to take any and all actions otherwise permitted under this Charter pending the appointment, within a Fund for which EVAIL serves as investment sub-adviser.reasonable time, of one or more Independent Trustees to fill the vacancy created thereby.
Other Similar Funds Advised by Eaton Vance: | ||||
| Fund | Approximate Net Assets as of October 29, 2020 ($) | Fee Rate | Amount Paid in the fund’s last fiscal year ($) | Has compensation been waived, reduced or otherwise agreed to be reduced under any applicable contract? |
| Eaton Vance AMT-Free Municipal Income Fund | $337,908,575 | Please see Note 1 below. | $1,359,467 | No |
| Eaton Vance Floating-Rate & High Income Fund | $886,065,353 | Please see Note 2 below. | $0 | No |
| Eaton Vance Floating-Rate Income Trust (EFT) | $548,297,029 | 0.75% | $5,708,524 | No |
| Eaton Vance New York Municipal Income Trust (EVY) | $78,845,048 | 0.40% | $489,246 | No |
| Eaton Vance Senior Floating-Rate Trust (EFR) | $498,224,053 | 0.75% | $5,847,577 | No |
| Parametric TABS 1-to-10 Year Laddered Municipal Bond Fund | $81,529,548 | Up to $1 billion: 0.3200%; $1 billion but less than $2.5 billion: 0.3075%; $2.5 billion but less than $5 billion: 0.295%; $5 billion and over: 0.2875% | $193,172 | Yes |
The following requirements shall also be satisfied with respect to the membership and composition of the Committee:
Other Similar Funds Advised by Eaton Vance: | ||||
| Fund | Approximate Net Assets as of October 29, 2020 ($) | Fee Rate | Amount Paid in the fund’s last fiscal year ($) | Has compensation been waived, reduced or otherwise agreed to be reduced under any applicable contract? |
| Parametric TABS 10-to-20 Year Laddered Municipal Bond Fund | $21,245,059 | Up to $1 billion: 0.3200%; $1 billion but less than $2.5 billion: 0.3075%; $2.5 billion but less than $5 billion: 0.2950%; $5 billion and over: 0.2875% | $42,090 | Yes |
| Parametric TABS 5-to-15 Year Laddered Municipal Bond NextShares® | $7,471,046 | Up to $1 billion: 0.3200%; $1 billion but less than $2.5 billion: 0.3075%; $2.5 billion but less than $5 billion: 0.2950%; $5 billion and over: 0.28750% | $0 | Yes |
| Eaton Vance VT Floating-Rate Income Fund | $483,441,239 | 0.75% | $3,900,529 | No |
| 1. | each member of the Committee shall have been determined by the Board to have no material relationship that would interfere with the exercise of his or her independent judgment; |
| 2. | no member of the Committee shall receive any compensation from a Fund except compensation for service as a member or Chairperson of the Board or of a committee of the Board; |
| 3. | each member of the Committee shall also satisfy the Committee membership requirements imposed under the applicable rules of NYSE American and New York Stock Exchange (and any other national securities exchange on which a Fund’s shares are listed), as in effect from time to time, including with respect to the member’s former affiliations or employment and financial literacy; |
| 4. | at least one member of the Committee must have the accounting or related financial management expertise and financial sophistication required under applicable rules of the NYSE American and New York Stock Exchange; and |
| 5. | unless it determines that no member of the Committee qualifies as an audit committee financial expert as defined in Item 3 of Form N-CSR, the Board will identify one (or in its discretion, more than one) member of the Committee as an audit committee financial expert. |
III. Meetings of the Committee.
Meetings of the Committee shall be held, upon reasonable notice, at such times (but not less frequently than annually with respect to each Fund), at such places and for such purposes (consistent with the purposes of the Committee set forth in this Charter) as determined from time to time by the Committee, the Chairperson of the Committee, the Board or the Chairperson of the Board. The Committee shall periodically meet separately with any independent auditors rendering reports to the Committee. A majority of the members of the Committee shall constitute a quorum for the transaction of business at any meeting, and the decision of a majority of the members present and voting at a meeting at which a quorum is present shall determine any matter submitted to a vote. The Committee may adopt such procedures or rules not otherwise inconsistent with the terms of this Charter as it deems appropriate to govern its conduct under this Charter, which procedures or rules, if any, shall be included as an appendix to this Charter. Notices of all meetings of the Committee shall be provided to all Independent Trustees and all Independent Trustees shall be entitled to attend such meetings. Materials provided to the members of the Committee in connection with meetings of the Committee shall be made available to each Independent Trustee.
IV. Chairperson of the Committee.
Note 1:
For the services, payments and facilities to be furnished hereunder by Eaton Vance, Eaton Vance shall be entitled to receive from the Fund, on a daily basis, compensation in an amount equal to the aggregate of:
(a) a daily asset based fee computed by applying the annual asset rate applicable to that portion of the total daily net assets of the Fund in each Category as indicated below, plus
(b) a daily income based fee computed by applying the daily income rate applicable to that portion of the total daily gross income of the Fund (which portion shall bear the same relationship to the total gross income on such day as that portion of the total daily net assets of the Fund in the same Category bears to the total net assets on such day) in each Category as indicated below. | |||
| Category | Average Daily Net Assets | Annual Asset Rate | Daily Income Rate |
| 1 | Up to $500 million | 0.300% | 3.00% |
| 2 | $500 million but less than $1 billion | 0.275% | 2.75% |
| 3 | $1 billion but less than $1.5 billion | 0.250% | 2.50% |
| 4 | $1.5 billion but less than $2 billion | 0.225% | 2.25% |
| 5 | $2 billion but less than $3 billion | 0.200% | 2.00% |
| 6 | $3 billion and over | 0.175% | 1.75% |
A member of the Committee shall be appointed Chairperson of the Committee by the Board, upon the recommendation of the Governance Committee, for a term of not more than four years, and such member may serve as Chairperson of the Committee for more than one term. The Chairperson of the Committee, or another member of the Committee designated by the Chairperson, shall preside at meetings of the Committee. The Chairperson of the Committee shall be authorized to determine the agenda of such meetings, the materials to be provided in connection with such meetings, the topics to be discussed, the amount of time to be devoted to such topics and the order in which the topics are to be addressed. The Chairperson of the Committee may from time to time establish one or more working groups comprised of members of the Committee to assist the Chairperson and the Committee in performing their duties and responsibilities, and shall promptly notify the Chairperson of the Board upon the establishment of any such working group. The Chairperson of the Committee shall provide oral or written reports to the Board at regular meetings of the Board regarding the activities of the Committee (and any working group thereof), including any approval by the Chairperson of the Board of expenditures by the Committee not previously reported to the Board. The Chairperson of the Committee shall be primarily responsible for interfacing with the Chairperson of the Board and with the Chairperson of each other committee of the Board with respect to matters potentially affecting the activities of the Committee. The Chairperson of the Committee shall also be primarily responsible, on behalf of the Committee, for interfacing with those individuals identified by Eaton Vance from time to time as being primarily responsible for responding to requests of the Committee. The Board may, upon the recommendation of the Governance Committee, appoint a Vice-Chairperson of the Committee with the power and authority to perform any or all of the duties and responsibilities of the Chairperson of the Committee in the absence of the Chairperson of the Committee and/or as requested by the Chairperson of the Committee. The Chairperson and Vice-Chairperson, if any, of the Committee shall receive such compensation as determined from time to time by the Board upon the recommendation of the Governance Committee.
V. Duties and Responsibilities of the Committee.
Note 2:To carry out its purposes, the Committee shall have the following duties and responsibilities:
For the services, payments and facilities to be furnished hereunder by Eaton Vance, Eaton Vance shall be entitled to receive from the Fund fees on assets which are not invested in other investment companies for which the Adviser or its affiliate (i) serves as adviser and (ii) receives an advisory fee (“Investable Assets”): For bank loans and bank loan related assets fees in an amount equal to the following: | |||||
| Average Daily Net Investable Assets for the Month | Annual Fee Rate | ||||
| Up to $1 billion | 0.5750% | ||||
| $1 billion but less than $2 billion | 0.5250% | ||||
| $2 billion but less than $5 billion | 0.4900% | ||||
| $5 billion but less than $10 billion | 0.4600% | ||||
| $10 billion but less than $15 billion | 0.4350% | ||||
| $15 billion but less than $20 billion | 0.4150% | ||||
| $20 billion but less than $25 billion | 0.4000% | ||||
| $25 billion and over | 0.3900% | ||||
For high yield bonds and other instruments that are not bank loan related fees in an amount equal to of the aggregate of a daily based fee and a daily income based fee:
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| Category | Daily Net Investable Assets | Annual Asset Rate | Daily Income Rate | ||
| 1 | Up to $500 million | 0.300% | 3.00% | ||
| 2 | $500 million but less than $1 billion | 0.275% | 2.75% | ||
| 3 | $1 billion but less than $1.5 billion | 0.250% | 2.50% | ||
| 4 | $1.5 billion but less than $2 billion | 0.225% | 2.25% | ||
| 5 | $2 billion but less than $3 billion | 0.200% | 2.00% | ||
| 6 | $3 billion and over | 0.175% | 1.75% | ||
| With respect to each Fund the securities of which are listed on a national securities exchange, to meet to review and discuss with management and the independent auditors the audited financial statements and other periodic financial statements of the Fund (including the Fund’s specific disclosures under the item “Management’s Discussion of Fund Performance”); provided that discussion with the independent auditors shall not be required with respect to any periodic financial statement of the Fund that was not the subject of a review by such auditors. |
| 2. | To consider the results of the examination of the Fund’s financial statements by the independent auditors, the independent auditors’ opinion with respect thereto, and any management letter issued by the independent auditors. |
| Other Similar Funds Sub-Advised by Parametric: | ||||
| Fund | Approximate Net Assets as of October 29, 2020 ($) | Fee Rate | Amount Paid in the fund’s last fiscal year ($) | Has compensation been waived, reduced or otherwise agreed to be reduced under any applicable contract? |
| Parametric TABS 1-to-10 Year Laddered Municipal Bond Fund | $81,529,548 | Up to $1 billion: 0.1315%; $1 billion but less than $2.5 billion: 0.1288%; $2.5 billion but less than $5 billion: 0.1225%; $5 billion and over: 0.1188% | $79,382 | Yes |
| Parametric TABS 10-to-20 Year Laddered Municipal Bond Fund | $21,245,059 | Up to $1 billion: 0.1315%; $1 billion but less than $2.5 billion: 0.1288%; $2.5 billion but less than $5 billion: 0.1225%; $5 billion and over: 0.1188% | $17,296 | Yes |
| Parametric TABS 5-to-15 Year Laddered Municipal Bond NextShares® | $7,471,046 | Up to $1 billion: 0.1315%; $1 billion but less than $2.5 billion: 0.1288%; $2.5 billion but less than $5 billion: 0.1225%; $5 billion and over: 0.1188% | $0 | Yes |
| To review and discuss with the independent auditors: (a) the scope of audits and audit reports and the policies relating to internal auditing procedures and controls and the accounting principles employed in the Fund’s financial reports and any proposed changes therein; (b) the personnel, staffing, qualifications and experience of the independent auditors; and (c) the compensation of the independent auditors. |
| 4. | To review and assess the performance of the independent auditors and to approve, on behalf of the Board, the appointment and compensation of the independent auditors. Approval by the Committee shall be in addition to any approval required under applicable law by a majority of the members of the Board who are not “interested persons” of the Fund as defined in Section 2(a)(19) of the 1940 Act. In performing this function, the Committee shall: (a) consider whether there should be a regular rotation of the Fund’s independent auditing firm; (b) discuss with the independent auditors matters bearing upon the qualifications of such auditors as “independent” under applicable standards of independence established from time to time by the SEC, the Public Company Accounting Oversight Board and other regulatory authorities; and (c) shall secure from the independent auditors the information required by Independence Standards Board Standard No. 1, Independence Discussions with Audit Committees, as in effect from time to time. The Committee shall actively engage in a dialogue with the independent auditors with respect to any disclosed relationships or services that may impact the objectivity and independence of the independent auditors. |
APPENDIX N
Payments to Eaton Vance, EVAIL, Parametric or Affiliates
The following fees were paid by a Fund to Eaton Vance, EVAIL, Parametric, or any of their current or prospective affiliates during such Fund’s most recent fiscal year (other than under an investment advisory or sub-advisory agreement). These services will continue to be provided after the proposed new investment advisory and sub-advisory agreements are approved.
Eaton Vance:
For the Funds listed below, Eaton Vance provides administrative services pursuant to an administrative services agreement that is separate from the Funds’ investment advisory agreements with Eaton Vance.
| To pre-approve: (a) audit and non-audit services provided by the independent auditors to |
| 6. | To adopt, to the extent deemed appropriate by the Committee, policies and procedures for |
EVD:
EVC owns all of the outstanding stock of EVD, a broker-dealer registered with the SEC, which serves as the distributor of shares registered under the Securities Act of 1933, as amended, pursuant to shelf registration statements for certain of the Funds.
Morgan Stanley:
Morgan Stanley serves as the remarketing agent for the Auction Preferred Shares (“APS”) issued by EVV. In its role as remarketing agent for the APS, Morgan Stanley administers the means by which APS may be bought or sold, soliciting existing holders and potential buyers for indications of interest and matching buyers and sellers at the lowest possible dividend rate.
APPENDIX O
Funds’ Trustees and Officers
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APPENDIX P
5% Ownership
As of October 29, 2020, to the knowledge of the Funds, no person other than those listed below owned beneficially or of record 5% or more of the outstanding shares of any Fund. Beneficial owners of 25% or more of a Fund’s outstanding shares are presumed to be in control of a class for purposes of voting on certain matters submitted to shareholders.
| Name and Address of Owner | Shares Owned | Percent Ownership of Share Class |
| EVM – Common Shares | ||
First Trust Portfolios L.P. First Trust Advisors L.P. The Charger Corporation 120 East Liberty Drive, Suite 400, Wheaton, IL 60187 | 2,549,642 | 10.20% |
| Karpus Management, Inc. Karpus Investment Management, 183 Sully’s Trail, Pittsford, NY 14534 | 2,208,419 | 8.80% |
| CEV – Common Shares | ||
First Trust Portfolios L.P. First Trust Advisors L.P. The Charger Corporation 120 East Liberty Drive, Suite 400, Wheaton, IL 60187 | 776,915 | 10.89% |
| Karpus Management, Inc. Karpus Investment Management 183 Sully’s Trail, Pittsford, NY 14534 | 635,911 | 8.90% |
| EOS – Common Shares | ||
Bank of America Corporation Bank of America Corporate Center 100 North Tyron Street, Charlotte, North Carolina 28255 | 2,605,903 | 5.30% |
| EFL – Common Shares | ||
Morgan Stanley Morgan Stanley Smith Barney LLC 1585 Broadway, New York, New York 10036 | 1,755,672 | 7.40% |
| EFL – Variable Rate Term Preferred Shares | ||
| Barclays Bank PLC 1 Churchill Place, London X0 E14 5HP | 320 | 100% |
| 8. | To receive at least quarterly a report from such independent auditors of: (i) all critical accounting policies and practices used by the Fund (or, in connection with any update, any changes in such accounting policies and practices), (ii) all material alternative accounting treatments within GAAP that have been discussed with management since the last annual report or update, including the ramifications of |
| EVV - Auction Rate Preferred Shares | ||
UBS Group AG fbo UBS Securities LLC UBS Financial Services Inc. Bahnhofstrasse 45, PO Box CH-8049, Zurich, Switzerland | 5,148 | 48.27% |
RiverNorth Capital Management, LLC RiverNorth Institutional Partners, LP 325 N. LaSalle Street, Suite 645, Chicago, IL 60654 | 728 | 8.42% |
Morgan Stanley Morgan Stanley & Co. Inc. 1585 Broadway, New York, New York 10036 | 584 | 6.70% |
| EVV - Common Shares | ||
Morgan Stanley Morgan Stanley Smith Barney LLC 1585 Broadway, New York, New York 10036 | 7,094,238 | 6.10% |
Sit Investment Associates, Inc. 3300 IDS Center, 80 South Eight Street, Minneapolis, MN 55402 | 6,223,314 | 5.36% |
| EIM – Common Shares | ||
| Karpus Management, Inc. Karpus Investment Management 183 Sully’s Trail, Pittsford, NY 14534 | 6,181,182 | 8.59% |
| EVN – Common Shares | ||
First Trust Portfolios L.P. First Trust Advisors L.P. The Charger Corporation 120 East Liberty Drive, Suite 400, Wheaton, IL 60187 | 2,509,017 | 6.33% |
| 9. | To review and discuss with the independent auditors the matters required to be communicated with respect to the Fund pursuant to applicable auditing standards, as in effect from time to time, and to receive such other communications or reports from the independent auditors (and management’s responses to such reports or communications) as may be required under applicable listing standards of the national securities exchanges on which the Fund’s shares are listed, including a report describing: (1) the internal quality-control procedures of the independent auditors, any material issues raised by the most recent internal quality-control review, or peer review, of the independent auditors, or by any inquiry or investigation by governmental or professional regulatory authorities, within the preceding five years, respecting one or more independent audits carried out by the independent auditors, and any steps taken to deal with any such issues; and (2) all relationships between the independent auditors and the Fund and any other relationships or services that may impact the objectivity and independence of the independent auditors. To the extent unresolved disagreements exist between management and the independent auditors regarding the financial reporting of the Fund, it shall be the responsibility of the Committee to resolve such disagreements. |
| 10. | To consider and review with the independent auditors any reports of audit problems or difficulties that may have arisen in the course of the audit, including any limitations on the scope of the audit, and management’s response thereto. |
| 11. | To establish hiring policies for employees or former employees of the independent auditors who will serve as officers or employees of the Fund. |
| 12. | With respect to each Fund the securities of which are listed on a national securities exchange, to: (a) provide a recommendation to the Board regarding whether the audited financial statements of the Fund should be included in the annual report to shareholders of the Fund; and (b) prepare an audit committee report consistent with the requirements of applicable regulations under Regulation S-K for inclusion in the proxy statement for the Fund’s annual meeting of shareholders. |
| 13. | To discuss generally the Fund’s earnings releases, as well as financial information and guidance provided to analysts and rating agencies, in the event a Fund issues any such releases or provides such information or guidance. Such discussions may include the types of information to be disclosed and the type of presentation to be made. The Committee need not discuss in advance each earnings release or each instance in which earnings guidance may be provided. |
| 14. | To consider the Fund’s major financial risk exposures and the steps management has taken to monitor and control such exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. |
| 15. | To review and report to the Board with respect to any material accounting, tax, valuation, or record-keeping issues which may affect the Fund, its respective financial statements or the amount of their dividend or distribution rates. |
| 16. | To establish procedures for: (a) the receipt, retention, and treatment of |
| ENX – Common Shares | ||
First Trust Portfolios L.P. First Trust Advisors L.P. The Charger Corporation 120 East Liberty Drive, Suite 400, Wheaton, IL 60187 | 1,196,288 | 6.60% |
| Karpus Management, Inc. Karpus Investment Management 183 Sully’s Trail, Pittsford, NY 14534 | 1,155,302 | 6.40% |
| ETJ – Common Shares | ||
First Trust Portfolios L.P. First Trust Advisors L.P. The Charger Corporation 120 East Liberty Drive, Suite 400, Wheaton, IL 60187 | 4,278,512 | 6.71% |
| EVG – Common Shares | ||
Sit Investment Associates, Inc. 3300 IDS Center, 80 South Eight Street, Minneapolis, MN 55402 | 6,552,078 | 36.64 |
Relative Value Partners, LLC
| 1,774,629 | 9.92% |
| ETO – Common Shares | ||
First Trust Portfolios L.P. First Trust Advisors L.P. The Charger Corporation 120 East Liberty Drive, Suite 400, Wheaton, IL 60187 | 933,214 | 6.17% |
Advisors Asset Management, Inc. 18925 Base Camp Road, Monument, CO 80132 | 827,589 | 5.70% |
| EXD – Common Shares | ||
Morgan Stanley Morgan Stanley & Co. Inc. 1585 Broadway, New York, New York 10036 | 611,091 | 6.30% |
| ETY – Common Shares | ||
Morgan Stanley Morgan Stanley & Co. Inc. 1585 Broadway, New York, New York 10036 | 12,753,001 | 8.50% |
| EXG – Common Shares | ||
Morgan Stanley Morgan Stanley & Co. Inc. 1585 Broadway, New York, New York 10036 | 21,631,650 | 7.10% |
| 17. | To direct and supervise investigations with respect to the following: (a) evidence of fraud or significant deficiencies in the design or implementation of internal controls reported to the Committee by the principal executive or financial officers of the Fund pursuant to the requirements of the Sarbanes-Oxley Act and related rules; and (b) any other matters within the scope of this Charter, including the integrity of reported facts and figures, ethical conduct, and appropriate disclosure concerning the financial statements of the Funds. |
| 18. | To review and recommend to the Board policies and procedures for valuing portfolio securities of the Fund and to make recommendations to the Board with respect to specific fair value determinations and any pricing errors involving such portfolio securities. |
| 19. | To coordinate its activities with the other committees of the Board as necessary or appropriate to carry out its purposes effectively and efficiently, and to communicate with such other committees regarding matters that the Committee or such other committees may wish to consider in exercising their respective powers. |
| 20. | To review the adequacy of this Charter and evaluate the Committee’s performance of its duties and responsibilities hereunder at least annually, and to make recommendations to the Board for any appropriate changes or other action. |
| 21. | To take such other actions as may be requested by the Board or Chairperson of the Board from time to time consistent with carrying out the purposes of the Committee. |
VI. Powers and Authority of the Committee.
In performing its duties and responsibilities, the Committee shall have the following powers and authority:
| 1. | To make recommendations to the Board with respect to any of the foregoing matters and such other matters as the Committee may determine to be necessary or appropriate to carry out its purposes, including recommendations with respect to industry trends, best practices and educational or training opportunities for Independent Trustees to enhance the Board’s understanding of such matters. |
| 2. | To exercise such additional powers as from time to time may be authorized by the Board. |
VII. Resources of the Committee.
The Committee shall have the resources appropriate to exercise its powers and fulfill its responsibilities hereunder. Subject to the prior approval of the Board or the Chairperson of the Board, the Committee may engage counsel, consultants and other experts, at the expense of the Funds, and may determine the appropriate levels of funding for payment of compensation to such counsel, consultants and other experts, as well as the ordinary administrative expenses necessary or appropriate in exercising its powers and fulfilling its responsibilities under this Charter, including the reasonable costs of specialized training for Committee and Board members. The Committee may access directly such officers and employees of the Funds, Eaton Vance and the Funds’ other services providers, as it deems necessary or desirable in accordance with such communication protocols, if any, as may be established from time to time by the Board.
EXHIBIT B
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEE INFORMATION
The following table presents the aggregate fees billed to each Fund for the fiscal years ended March 31, 2022 and March 31, 2021 by the independent registered public accounting firm for professional services rendered for the audit of each Fund’s annual financial statements and fees billed for other services rendered by the independent registered public accounting firm during these periods. No services described in the table below were approved by a Fund’s Audit Committee pursuant to the “de minimis exception” set forth in Rule 2-01(c)(7)(i)(C) of Regulation S-X.
| AUDIT FEES | AUDIT-RELATED FEES(1) | TAX FEES(2) | ALL OTHER FEES(3) | TOTAL | ||||||
| Fiscal Year Ended 3/31/22 | Fiscal Year Ended 3/31/21 | Fiscal Year Ended 3/31/22 | Fiscal Year Ended 3/31/21 | Fiscal Year Ended 3/31/22 | Fiscal Year Ended 3/31/21 | Fiscal Year Ended 3/31/22 | Fiscal Year Ended 3/31/21 | Fiscal Year Ended 3/31/22 | Fiscal Year Ended 3/31/21 | |
| Limited Duration Income Fund | $127,600 | $148,700 | $0 | $0 | $19,982 | $20,782 | $0 | $0 | $147,582 | $169,482 |
| National Municipal Opportunities Trust | $52,400 | $55,500 | $0 | $0 | $9,729 | $10,929 | $0 | $0 | $62,129 | $66,429 |
| (1) | Audit-related fees consist of the aggregate fees billed for assurance and related services that are reasonably related to the performance of the audit of financial statements and are not reported under the category of audit fees and specifically include fees for the performance of certain agreed-upon procedures relating to the Funds’ line of credit, where applicable. |
| (2) | Tax fees consist of the aggregate fees billed for professional services rendered by the independent registered public accounting firm relating to tax compliance, tax advice, and tax planning and specifically include fees for tax return preparation and other related tax compliance/planning matters. |
| (3) | All other fees consist of the aggregate fees billed for products and services provided by the independent registered public accounting firm other than audit, audit-related, and tax services. |
The following table presents (i) the aggregate non-audit fees (i.e., fees for audit-related, tax, and other services) billed for services rendered to each Fund for the Fund’s last two fiscal years ended March 31, 2022 and March 31, 2021 by the independent registered public accounting firm; and (ii) the aggregate non-audit fees (i.e., fees for audit-related, tax, and other services) billed for services rendered to the Eaton Vance organization by the independent registered public accounting firm.
| Fiscal Year Ended March 31, 2022 | Fiscal Year Ended March 31, 2021 | |
| Limited Duration Income Fund | $19,982 | $20,782 |
| National Municipal Opportunities Trust | $9,729 | $10,929 |
| Eaton Vance(1) | $0 | $150,300 |
| (1) | On March 1, 2021, Morgan Stanley acquired EVC and Eaton Vance became an indirect, wholly owned subsidiary of Morgan Stanley. |
| B-1 |
EXHIBIT C
According to filings made on Schedules 13D and 13G pursuant to Sections 13(d) and 13(g), respectively, of the Securities Exchange Act of 1934, as amended, the following shareholders own 5% or more of a Fund’s Common Shares and/or APS.*
| Fund Name and Title of Class | Name and Address of Owner | Aggregate Share Amount Owned | Percent | |||
| Limited Duration Income Fund – APS | UBS Group AG fbo UBS Securities LLC UBS Financial Services Inc. Bahnhofstrasse 45 PO Box CH-8049 Zurich, Switzerland | 5,148 | 48.27% | |||
| RiverNorth Capital Management, LLC RiverNorth Institutional Partners, LP 325 N. LaSalle Street Suite 645 Chicago, IL 60654 | 728 | 8.42% | ||||
| Sunrise Partners Limited Partnership Paloma International, L.P. Maples Corporate Services Limited P.O. Box 309, Ugland House Grand Cayman, KY1-1104, Cayman Islands Paloma Partners Management Company Gregory Hayt Two American Lane Greenwich, CT 06836 Paloma Partners Advisors LP Paloma Partners Advisors, Inc. S. Donald Sussman 888 E. Las Olas Boulevard Ft. Lauderdale, FL 33301 | 1,012 | 11.70% | ||||
| Morgan Stanley Morgan Stanley & Co. LLC 1585 Broadway New York, NY 10036 | 584 | 6.70% | ||||
| Limited Duration Income Fund – Common | Morgan Stanley Morgan Stanley Smith Barney LLC 1585 Broadway New York, NY 10036 | 8,066,615 | 6.90% |
| * | Information in this table is based on filings made on or before November 1, 2022. To the knowledge of the Funds, no other person owned 5% or more of the outstanding common shares and/or APS of the Funds as of such date. Owners of 25% or more of common shares and/or APS of a Fund are presumed to be in control of the class for purposes of voting on certain matters submitted to shareholders. |
APPENDIX Q
Affiliated Brokerage Commissions
The table below provides information on the aggregate amount of commissions paid by a Fund to a broker that is (i) an affiliated person of the Funds, (ii) an affiliated person of such person, or (iii) an affiliated person of which is an affiliated person of the Funds or Eaton Vance (collectively, “Affiliated Brokers”), and the percentage of a Fund’s aggregate brokerage commissions paid to any such Affiliated Broker during the Funds’ most recently completed fiscal year. A
s a result of the Closing, broker-dealers affiliated with Morgan Stanley, including Morgan Stanley & Co. LLC and Morgan Stanley Smith Barney LLC, each will be considered an Affiliated Broker of the Funds and transactions with these brokers are included below.
| Fund | Aggregate Brokerage Commissions Paid to an Affiliated Broker | Percentage of the Fund’s Aggregate Brokerage Commissions Paid to an Affiliated Broker |
| ETX | None | 0.00% |
| EHT | None | 0.00% |
| EVV | $8 | 0.00% |
| EOT | None | 0.00% |
| EFL | None | 0.00% |
| EVM | None | 0.00% |
| EOI | $231,098 | 3.90% |
| EIM | None | 0.00% |
| ENX | None | 0.00% |
| EVG | $2 | 0.00% |
| EVT | $797,844 | 12.24% |
| ETG | $2,891,458 | 5.78% |
| ETO | $233,749 | 9.74% |
| ETY | $1,089,471 | 11.39% |
| CEV | None | 0.00% |
| EVN | None | 0.00% |
| EOS | $257,518 | 1.92% |
| ETJ | $352,091 | 12.31% |
| ETB | $7,425 | 0.00% |
| ETV | $21,642 | 0.00% |
| EXD | $12,291 | 0.00% |
| ETW | $55,685 | 24.39% |
| EXG | $1,666,292 | 10.21% |
