Exhibit (1)(d)
EATON VANCE MUTUAL FUNDS TRUST
Amendment and Restatement
of
Establishment and Designation of Series of Shares
of Beneficial Interest, Without Par Value
(as amended and restated June 22, 1998)
WHEREAS, the Trustees of Eaton Vance Mutual Funds Trust, a Massachusetts
business trust (the "Trust"), have previously designated separate series (or
"Funds"); and
WHEREAS, the Trustees now desire to add four additional series (i.e.,
Eaton Vance Insured Tax-Managed Growth Fund, Eaton Vance Insured Tax-Managed
Emerging Growth Fund, Eaton Vance Insured Tax-Managed International Growth Fund
and Eaton Vance Insured High Income Fund) and to further redesignate the series
or Funds pursuant to Section 5.1 of Article V of the Trust's Amended and
Restated Declaration of Trust dated August 17, 1993 (as further Amended) (the
"Declaration of Trust");
NOW, THEREFORE, the undersigned, being at least a majority of the duly
elected and qualified Trustees presently in office of the Trust, hereby divide
the shares of beneficial interest of the Trust into sixteen separate series
("Funds"), each Fund to have the following special and relative rights:
1. The Funds shall be designated as follows:
Eaton Vance Government Obligations Fund Eaton Vance High Income
Fund Eaton Vance Strategic Income Fund Eaton Vance Tax-Managed
Growth Fund Eaton Vance Cash Management Fund Eaton Vance Liquid
Assets Fund Eaton Vance Money Market Fund Eaton Vance Municipal
Bond Fund Eaton Vance Short-Term Treasury Fund Eaton Vance Tax
Free Reserves Eaton Vance Tax-Managed Emerging Growth Fund Eaton
Vance Tax-Managed International Growth Fund Eaton Vance Insured
Tax-Managed Growth Fund Eaton Vance Insured Tax-Managed Emerging
Growth Fund Eaton Vance Insured Tax-Managed International Growth
Fund Eaton Vance Insured High Income Fund
2. Each Fund shall be authorized to invest in cash, securities,
instruments and other property as from time to time described in the Trust's
then currently effective registration statements under the Securities Act of
1933 and the Investment Company Act of 1940. Each share of beneficial interest
of each Fund ("share") shall be redeemable, shall be entitled to one vote (or
fraction thereof in respect of a fractional share) on matters on which shares of
that Fund shall be entitled to vote and shall represent a pro rata beneficial
interest in the assets allocated to that Fund, all as provided in the
Declaration of Trust. The proceeds of sales of shares of each Fund, together
with any income and gain thereon, less any diminution or expenses thereof, shall
irrevocably belong to such Fund, unless otherwise required by law. Each share of
a Fund shall be entitled to receive its pro rata share of net assets of that
Fund upon liquidation of that Fund.
3. Shareholders of each Fund shall vote separately as a class to the
extent provided in Rule 18f-2, as from time to time in effect, under the
Investment Company Act of 1940.
4. The assets and liabilities of the Trust shall be allocated among
the above-referenced Funds as set forth in Section 5.5 of Article V of the
Declaration of Trust, except as provided below:
(a) Costs incurred by each Fund in connection with its organization
and start-up, including Federal and state registration and qualification fees
and expenses of the initial public offering of such Fund's shares, shall (if
applicable) be borne by such Fund.
(b) Reimbursement required under any expense limitation applicable to
the Trust shall be allocated among those Funds whose expense ratios exceed such
limitation on the basis of the relative expense ratios of such Funds.
(c) The liabilities, expenses, costs, charges and reserves of the
Trust (other than the management and investment advisory fees or the
organizational expenses paid by the Trust) which are not readily identifiable as
belonging to any particular Fund shall be allocated among the Funds on an
equitable basis as determined by the Trustees.
5. The Trustees (including any successor Trustees) shall have the
right at any time and from time to time to reallocate assets and expenses or to
change the designation of any Fund now or hereafter created, or to otherwise
change the special and relative rights of any such Fund, and to terminate any
Fund or add additional Funds as provided in the Declaration of Trust.
6. Any Fund may merge or consolidate with any other corporation,
association, trust or other organization or may sell, lease or exchange all or
substantially all of its property, including its good will, upon such terms and
conditions and for such consideration when and as authorized by the Trustees;
and any such merger, consolidation, sale, lease or exchange shall be deemed for
all purposes to have been accomplished under and pursuant to the statutes of the
Commonwealth of Massachusetts. The Trustees may also at any time sell and
convert into money all the assets of any Fund. Upon making provision for the
payment of all outstanding obligations, taxes and other liabilities, accrued or
contingent, of such Fund, the Trustees shall distribute the remaining assets of
such Fund ratably among the holders of the outstanding shares. Upon completion
of the distribution of the remaining proceeds or the remaining assets as
provided in this paragraph 6, the Fund shall terminate and the Trustees shall be
discharged of any and all further liabilities and duties hereunder with respect
to such Fund and the right, title and interest of all parties with respect to
such Fund shall be canceled and discharged.
7. The Declaration of Trust authorizes the Trustees to divide each
Fund and any other series of shares into two or more classes and to fix and
determine the relative rights and preferences as between, and all provisions
applicable to, each of the different classes so established and designated by
the Trustees. The following Funds (Eaton Vance Government Obligations Fund,
Eaton Vance High Income Fund, Eaton Vance Strategic Income Fund, Eaton Vance
Tax-Managed Growth Fund, Eaton Vance Municipal Bond Fund, Eaton Vance
Tax-Managed Emerging Growth Fund and Eaton Vance Tax-Managed International
Growth Fund) shall have classes of shares established and designated as Class A,
Class B, Class C and Class I shares, and the Trustees may designate additional
classes in the future. In addition, the following Funds (Eaton Vance Insured
Tax-Managed Growth Fund, Eaton Vance Insured Tax-Managed Emerging Growth Fund,
Eaton Vance Insured Tax-Managed International Growth Fund and Eaton Vance
Insured High Income Fund) shall have classes of shares established and
designated as Class A and Class B shares, and the Trustees may designate
additional classes in the future. For purposes of allocating liabilities among
classes, each class of that Fund shall be treated in the same manner as a
separate series.
Dated: June 22, 1998
/s/ Donald R. Dwight /s/ Norton H. Reamer
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Donald R. Dwight Norton H. Reamer
/s/ M. Dozier Gardner /s/ Samuel L. Hayes, III
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M. Dozier Gardner Samuel L. Hayes, III
/s/ James B. Hawkes /s/ John L. Thorndike
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James B. Hawkes John L. Thorndike
/s/ Jack L. Treynor
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Jack L. Treynor