Proxy Statement (Form DEF 14A)
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
☐ Preliminary Proxy Statement
☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒ Definitive Proxy Statement
☐ Definitive Additional Materials
☐ Soliciting Material Pursuant to Section 240.14a-12
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( |
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Payment of Filing Fee (Check all boxes that apply):
☒ No fee required
☐ Fee paid previously with preliminary materials
☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11
One
Dear Shareholder:
You are cordially invited to attend the Annual Meeting of Shareholders (the "Annual Meeting") of your Fund(s), which will be held at the principal office of each Fund,
At the Annual Meeting, you will be asked to consider the election of Trustees of your Fund(s). 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. We urge you to complete, sign and date The applicable enclosed proxy card and retuit in the enclosed postage-paid envelope as soon as possible to ensure that your shares are represented at the Annual Meeting.
| Sincerely, | |
| /s/ Eaton Vance Short Duration |
/s/ R. President Eaton Vance Tax-Advantaged |
YOUR VOTE IS IMPORTANT - PLEASE RETURN YOUR PROXY CARD PROMPTLY.
It is important that your shares be represented at the Annual Meeting. Whether or not you plan to attend, you are requested to complete, date, sign and retuthe applicable 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.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be Held on
The Annual Meeting of Shareholders of each of the above registered investment companies, each a
| (1) | To elect Trustees of each Fund as outlined below: | ||
| a. | For |
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| b. | For |
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| (2) | To consider and act upon any other matters that may properly come before the Annual Meeting and any adjourned or postponed session thereof. |
Although each Fund is holding a separate Annual Meeting, the meetings will be held concurrently. Shareholders of each 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 Annual Meeting.
By Order of the Boards of Trustees of the Funds
/s/
Secretary
IMPORTANT
Shareholders can help the
One
PROXY STATEMENT
This proxy statement is furnished in connection with the solicitation of proxies by the
| Fund | No. of Common Shares Outstanding on |
| 13,447,724 | |
| 16,388,138 |
To the knowledge of the Funds, based on filings made on Schedules 13D and 13G pursuant to Sections 13(d) and 13(g) of the Securities Exchange Act of 1934, as amended ("Exchange Act"), as of
Shareholders as of the close of business on the record date of
If you are a record holder of Fund shares and plan to attend the Annual Meeting, you must show a valid photo identification (such as a driver's license) to gain admission to the Annual Meeting. 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 you hold Fund shares through an intermediary and plan to attend and vote at the Annual Meeting, you will be required to show a valid photo identification and your authority to vote your shares (referred to as a "legal proxy") to gain admission to the Annual Meeting. As described above, you must contact your intermediary to obtain a legal proxy for your shares.
PROPOSAL 1. ELECTION OF TRUSTEES
| Proxies will be voted for the election of the following nominees: | ||
| a. | For |
| 1 | Proxy Statement dated |
| b. | For |
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
Each nominee shall be elected by the affirmative vote of a plurality of the shares of the Fund entitled 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 her 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.
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 "EVG" are to
| 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 |
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| Noninterested Trustees | ||||||||||
| Trustee | 2023 | ETO: Class II Trustee until 2027. EVG: Class II Trustee until 2025. |
Private investor. Formerly, Co-Head of the |
Independent Director of |
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| Trustee | 2016 | ETO: Class II Trustee until 2027. EVG: Class III Trustee until 2026. |
Private investor. Formerly held various positions at |
None | ||||||
| Trustee | 2014 | ETO: Class I Trustee until 2026. EVG: Class I Trustee until 2027. |
Private investor. Formerly, Chief Investment Officer of |
None |
| 2 | Proxy Statement dated |
| Chairperson of the Board and Trustee | 2021 (Chairperson) and 2014 (Trustee) | ETO: Class III Trustee until 2025. EVG: Class II Trustee until 2025. |
Principal at |
None | ||||||
| Trustee | 2014 | ETO: Class I Trustee until 2026. EVG: Class III Trustee until 2026. |
Chairwoman and Chief Executive Officer of |
Director of |
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| Trustee | 2018 | ETO: Class II Trustee until 2027. EVG: Class II Trustee until 2025. |
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 |
Formerly, Director (2016-2021) and Chairman (2019-2021) of |
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| Trustee | 2018 | ETO: Class III Trustee until 2025. EVG: Class III Trustee until 2026. |
Private investor and independent corporate director. Formerly, Chief Investment Officer, |
Director of |
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| Trustee | 2022 | ETO: Class I Trustee until 2026. EVG: Class III Trustee until 2026. |
Formerly, Executive Vice President and the Global Head of Operations at Wells Fargo Asset Management (2011-2021). | None | ||||||
| Trustee | 2015 | ETO: Class III Trustee until 2025. EVG: Class I Trustee until 2027. |
Private investor. Director of |
Formerly, Director of |
| 3 | Proxy Statement dated |
| Trustee | 2016 | ETO: Class I Trustee until 2026. EVG: Class I Trustee until 2027. |
Private investor. Formerly, Trustee at |
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. |
Each current Trustee listed above is a Trustee that is not an "interested person" of a Fund, as that term is used in the Investment Company Act of 1940, as amended (the "1940 Act") (each, a "noninterested Trustee"), and served as a trustee of 123 funds within the Eaton Vance fund complex as of
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, a noninterested 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,
Share Ownership by Trustee
As of
Securities Beneficially Owned in Funds Overseen by Trustee in the Eaton Vance Family of Funds |
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| Noninterested Trustees | ||
| Over |
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| Over |
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| Over |
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| George J. Gorman | Over |
|
| Over |
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| Over |
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| Over |
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| Over |
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| Over |
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| Over |
| 4 | Proxy Statement dated |
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 noninterested Trustees. 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.
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.
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.
| 5 | Proxy Statement dated |
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:
George J. Gorman.
| 6 | Proxy Statement dated |
industrial real estate, since 2021, where he serves on the Investment and Nominating/Corporate Governance Committees. Since 2017,
During the fiscal year ended
Each Committee of the
Messrs. Wennerholm (Chairperson), Gorman and Quinton and
| 7 | Proxy Statement dated |
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
Messrs. Fetting (Chairperson), Bowser, Gorman, Quinton, Smith and Wennerholm and Mses. Frost, Mosley, Stefani and Sutherland 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.
Messrs. Smith (Chairperson), Bowser and Wennerholm and Mses. Frost and Mosley 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
Mses. Sutherland (Chairperson) and Stefani and Messrs. Fetting and Quinton are members of the
Messrs. Quinton (Chairperson) and Fetting and
Mses. Mosley (Chairperson), Frost, Stefani and Sutherland and Messrs. Bowser, Fetting, Gorman, Quinton, Smith and Wennerholm are members of the Governance Committee. Each Governance Committee member is independent under applicable listing standards of the
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. Six of the ten currently serving independent Trustees bring gender and/or racial diversity to 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
Shareholders wishing to communicate with the Board may do so by sending a written communication to the Chairperson of the
| 8 | Proxy Statement dated |
Remuneration of Trustees
Each noninterested Trustee is compensated for his or her services according to a fee schedule adopted by each
| Alan C. Bowser |
Mark R. Fetting |
Cynthia E. Frost |
George J. Gorman |
Valerie A. Mosley |
Keith Quinton |
Marcus L. Smith |
Susan J. Sutherland |
Scott E. Wennerholm |
||
| $1,166(2) | ||||||||||
| $3,450(2) | ||||||||||
| Total Compensation from Fund and Fund Complex(1) |
$422,500(3) |
| (1) | As of |
| (2) | Includes deferred compensation as follows: |
| (3) | Includes |
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 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.
The Board recommends that shareholders vote FOR the election of the Trustee nominees of each Fund.
OTHER MATTERS
The Board knows of no business other than that identified in Proposal 1 of the 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.
NOTICE TO BANKS AND BROKER/DEALERS
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
| 9 | Proxy Statement dated |
Auditors, Audit Fees and All Other Fees
The Board members, including a majority of the noninterested Trustees, of each Fund have selected
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.
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 Management ("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. References below to "EVG" are to
| Fund Position(s) | Officer Since(2) | Principal Occupation(s) During Past Five Years(3) | |||||||
| President of EVG | 2023 | Vice President and Chief Administrative Officer of Eaton Vance and Boston Management and Research ("BMR") and Chief Operating Officer for Public Markets at |
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1971 |
President of ETO | 2023 | President and Chief Operating Officer of |
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| Vice President and Chief Legal Officer | 2021 | Vice President of Eaton Vance and BMR. Officer of 123 registered investment companies managed by Eaton Vance or BMR. Also Vice President of CRM and officer of 45 registered investment companies advised or administered by CRM since 2021. | |||||||
| Treasurer | 2007 | Vice President of Eaton Vance and BMR. Officer of 123 registered investment companies managed by Eaton Vance or BMR. Also Vice President of CRM and officer of 45 registered investment companies advised or administered by CRM since 2016. | |||||||
| 10 | Proxy Statement dated |
| Fund Position(s) | Officer Since(2) | Principal Occupation(s) During Past Five Years(3) | |||||||
| NICHOLAS S. DI LORENZO 1987 |
Secretary | 2022 | Officer of 123 registered investment companies managed by Eaton Vance or BMR. Formerly, associate (2012-2021) and counsel (2022) at |
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| Chief Compliance Officer | 2024 | Vice President of Eaton Vance and BMR. Officer of 123 registered investment companies managed by Eaton Vance or BMR. | |||||||
| (1) | The business address of each officer is |
| (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, with its principal office at
Distributor
Proxy Solicitation, Tabulation and 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 ratably 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,
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.
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 that time on
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 Annual Meeting.
| 11 | Proxy Statement dated |
Delinquent Section 16(a) Reports
Based solely upon a review of the copies of the forms received by the Funds, all of the Trustees and officers of each Fund, Eaton Vance and its affiliates, and any person who owns more than ten percent of a Fund's outstanding securities have complied with the filings required under Section 16(a) of the Exchange Act regarding ownership of shares of the Funds for each Fund's most recent fiscal year end.
SHAREHOLDER PROPOSALS
To be considered for presentation at a Fund's 2026 Annual Meeting of Shareholders, a shareholder proposal submitted pursuant to Rule 14a-8 under the Exchange Act must be received at the Fund's principal office c/o the Secretary of the Fund on or before
| 12 | Proxy Statement dated |
EXHIBIT A
EATON VANCE FUNDS
AUDIT COMMITTEE CHARTER
I. Purposes of the Committee.
| 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 the Board in its oversight of the quality and integrity of the Funds' financial statements and the independent audits thereof; |
| 3. | To oversee or, as appropriate, assist the Board in its oversight of the Funds' compliance with legal and regulatory requirements that relate to the Funds' accounting and financial reporting, internal control over financial reporting, independent audits, and valuation of investments; |
| 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 the Board in its 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, as necessary, such audit committee reports as are required to be prepared by applicable |
The primary function of the Committee is oversight. The Committee is not responsible for managing the Funds or for performing tasks that are delegated to the officers of any Fund, any investment adviser 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 amended (the "1940 Act")) of any Fund or of the investment adviser, sub-adviser or principal underwriter of any Fund (each, an "Independent Trustee," and collectively, the "Independent Trustees"). In the event that a 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 reasonable time, of one or more Independent Trustees to fill the vacancy created thereby.
A-1
The following requirements shall also be satisfied with respect to the membership and composition of the Committee:
| 1. | each member of the Committee shall 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 |
| 4. | at least one member of the Committee must have the accounting or related financial management expertise and/or financial sophistication required under applicable rules of the |
| 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 may be 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 goveits 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.
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 is determined from time to time by the Board upon the recommendation of the Governance Committee.
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V. Duties and Responsibilities of the Committee.
To carry out its purposes, the Committee shall have the following duties and responsibilities:
| 1. | 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. |
| 3. | 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 engagement and compensation of the independent auditors and to recommend the appointment and selection to the |
| 5. | To pre-approve: (a) audit and non-audit services provided by the independent auditors to the Fund; and (b) non-audit services provided by the independent auditors to the adviser or any other entity controlling, controlled by or under common control with the adviser that provides on-going services to the Fund ("Adviser Affiliates") if the engagement of the independent auditors relates directly to the operations and financial reporting of the Fund, as contemplated by the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act") and the rules issued by the |
| 6. | To adopt, if and to the extent deemed appropriate by the Committee, policies and procedures for pre-approval of the audit or non-audit services referred to above, including policies and procedures by which the Committee may delegate to one or more of its members authority to grant such pre-approval on behalf of the Committee (subject to subsequent reporting to the Committee). Separate and apart from any such policies and procedures, the Committee hereby delegates to each of its members the authority to pre-approve any non-audit services referred to above between meetings of the Committee, provided that: (i) all reasonable efforts shall be made to obtain such pre-approval from the Chairperson of the Committee or a Vice-Chairperson, if any, prior to seeking such pre-approval from any other member of the Committee; and (ii) all such pre-approvals shall be reported to the Committee not later than the next meeting thereof. |
| 7. | To consider the controls implemented by the independent auditors and any measures taken by management to ensure that all items requiring pre-approval by the Committee are identified and referred to the Committee in a timely fashion. |
A-3
| 8. | To timely receive reports 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) any material alternative accounting treatments within GAAP that have been discussed with management since the last annual report or update, including the ramifications of the use of the alternative treatments and the treatment preferred by the accounting firm, (iii) all other material written communications between the independent auditors and the management of the Fund since the last quarterly report or update, (iv) a description of all non-audit services provided, including fees associated with the services, to any fund complex of which the Fund is a part since the last annual report or update that was not subject to the pre-approval requirements as discussed above; and (v) any other matters of concerelating to the Fund's financial statements, including any uncorrected misstatements (or audit differences) whose effects management believes are immaterial, both individually and in aggregate, to the financial statements taken as a whole. |
| 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, a copy of which is attached as Appendix B. |
| 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 govethe 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 that may affect the Fund, its respective financial statements or the amount of their dividend or distribution rates. |
A-4
| 16. | To establish procedures for: (a) the receipt, retention, and treatment of complaints received by the Fund regarding accounting, internal accounting controls, or auditing matters; and (b) the confidential, anonymous submission by employees of the Fund or its service providers (including its investment advisers, administrators, principal underwriters and any other provider of accounting related services to the Fund) of concerns regarding questionable accounting or auditing matters, a copy of which is attached as Appendix A. |
| 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 discuss with Eaton Vance and the independent auditors, and other key service providers, if the Committee deems appropriate, matters relating to the valuation of investments and recommend to the Board policies and procedures for valuing portfolio securities of the Fund, to oversee Eaton Vance's valuation processes, to receive and review annual, quarterly, and ad-hoc reporting regarding Eaton Vance's valuation processes, and to report to the Board regarding such items, consistent with |
| 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 |
| 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.
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, leading 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.
A-5
EXHIBIT B
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEE INFORMATION
The following table presents the aggregate fees billed to each
| AUDIT FEES | AUDIT-RELATED FEES(1) |
TAX FEES(2) | ALL OTHER FEES(3) | TOTAL | ||||||
| Fiscal Year Ended |
Fiscal Year Ended |
Fiscal Year Ended |
Fiscal Year Ended |
Fiscal Year Ended |
Fiscal Year Ended |
Fiscal Year Ended |
Fiscal Year Ended |
Fiscal Year Ended |
Fiscal Year Ended |
|
| (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. |
| (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 retupreparation 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
| Fiscal Year Ended |
Fiscal Year Ended |
|
| Eaton Vance |
B-1
EXHIBIT C
To the knowledge of each respective Fund, based on filings made on Schedules 13D and 13G pursuant to Sections 13(d) and 13(g), respectively, of the Exchange Act, as amended, the following shareholders own 5% or more of a Fund's Common Shares.*
| Fund |
Aggregate Share Amount Beneficially Owned | Percent | ||||
3300 IDS Center 80 South Eighth Street Minneapolis, MN 55402 |
1,338,890 | 9.96% | ||||
1033 Suite 470 Northbrook, IL 60062 |
1,553,212 |
8.68% | ||||
145 Minneapolis, MN 55474 5227 Minneapolis, MN 55474 |
1,084,543 |
8.07% | ||||
18925 Monument, CO 80132 |
827,589 | 5.70% |
| * | Information in this table is based on filings made on or before |
C-1
Attachments
Disclaimer
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