• The procedures and processes used to determine the value of fund assets, including, when necessary, the determination of “fair value” and actions taken to monitor and test the effectiveness of such procedures and processes;
• Information about policies and practices of the Advisers and EVAIL with respect to trading, including processes for seeking best execution of portfolio transactions;
• Information about the allocation of brokerage transactions and the benefits received as a result of brokerage allocation, including information with respect to “soft dollars”;
Information about each Adviser and EVAIL
• Information regarding the financial condition, ownership structure and resources of the Advisers;
• Descriptions of the qualifications, education and experience of the individual investment professionals whose responsibilities will include portfolio management and investment research for the Fund and the Portfolio, and information relating to their responsibilities with respect to managing other pooled investment vehicles and/or investment accounts;
• Information regarding the Advisers’ and its affiliates’, including the Advisers’ parent company’s (Morgan Stanley’s), efforts to retain and attract talented investment professionals, including in the context of a particularly competitive marketplace for talent, as well as the ongoing unique environment presented by hybrid, remote and other alternative work arrangements;
• The Codes of Ethics of the Advisers and its affiliates, including EVAIL, together with information relating to compliance with and the administration of such codes;
• Policies and procedures relating to proxy voting, including regular reporting with respect to fund proxy voting activities;
• Information regarding the handling of corporate actions and class actions, as well as information regarding litigation and other regulatory matters;
• Information concerning the resources devoted to compliance efforts undertaken by the Adviser and its affiliates, including EVAIL, including descriptions of their various compliance programs and their record of compliance;
• Information concerning the business continuity and disaster recovery plans of the Adviser and its affiliates, including EVAIL;
• A description of the Advisers’ oversight of sub-advisers, including with respect to regulatory and compliance issues, investment management and other matters; and
Other Relevant Information
• Information regarding ongoing initiatives to further integrate and harmonize, where applicable, the investment management and other departments of the Advisers and its affiliates with the overall investment management infrastructure of Morgan Stanley, in light of Morgan Stanley’s acquisition of Eaton Vance on March 1, 2021;
• Information concerning the nature, cost and character of the administrative and other non-investment advisory services provided by the Advisers and its affiliates;
• Information concerning oversight of the relationship with the custodian, subcustodians, fund accountants, and other third-party service providers by the Advisers and its affiliates;
• Information concerning efforts to implement policies and procedures with respect to various new regulations applicable to the funds, including Rule 12d1-4 (the Fund-of-Funds Rule), Rule 18f-4 (the Derivatives Rule) and Rule 2a-5 (the Fair Valuation Rule);
• The risks which the Advisers and/or its affiliates incur in connection with the management and operation of the Eaton Vance Funds, including, among others, litigation, regulatory, entrepreneurial, and other business risks (and the associated costs of such risks); and
• Information regarding the terms of the Sub-Advisory Agreements.
Results of the Contract Review Process
Based on its consideration of the foregoing, and such other information it deemed relevant, including the factors and conclusions described below, the Board concluded that the terms of the Sub-Advisory Agreements with the applicable Adviser, including their respective fee structures, are in the interests of shareholders. Accordingly, the Board, including a majority of the Independent Trustees, voted to approve the Fund Sub-Advisory Agreement with respect to the Fund and the Portfolio Sub-Advisory Agreement with respect to the Portfolio. The conclusions reached with respect to each Sub-Advisory Agreement were based on a comprehensive evaluation of all the information provided and not any single factor. Moreover, each member of the Board may have placed varying emphasis on particular factors in reaching conclusions with respect to each Sub-Advisory Agreement.
Nature, Extent and Quality of Services
In considering whether to approve the Sub-Advisory Agreements, the Board evaluated the nature, extent and quality of services to be provided to the Fund and to the Portfolio by EVAIL.
The Board considered EVAIL’s management capabilities and investment processes in light of the types of investments held by the Fund and the Portfolio, including the education, experience and number of investment professionals and other personnel who would provide portfolio management, investment research, and similar services to the Fund and the Portfolio. In this regard, the Board noted that the individuals primarily responsible for providing portfolio management services to the Fund and the Portfolio, as applicable, under the Advisory Agreements would continue to serve in substantially the same roles, noting that one team member intends to spend a significant portion of time working in the United Kingdom. The Board also considered the resources
