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 [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ]Confidential, For Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
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Eaton Vance Senior Income Trust
(Name of Registrant as Specified in Its 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] 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:
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(2) Aggregate number of securities to which transaction applies:
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(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 form or schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement no.:
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(3) Filing Party:
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(4) Date Filed:
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EATON VANCE SENIOR INCOME TRUST
THE EATON VANCE BUILDING
255 STATE STREET
BOSTON, MASSACHUSETTS 02109
September 7, 2000
Dear Shareholder:
You are cordially invited to attend the Annual Meeting of Shareholders of
Eaton Vance Senior Income Trust (the "Fund") to be held at the principal office
of the Fund, The Eaton Vance Building, 255 State Street, Boston, Massachusetts
02109, on Thursday, October 26, 2000 at 1:30 P.M. (Boston time).
This meeting will give you an opportunity to hear a report on the Fund and
you will be asked to consider the election of Trustees and the approval of the
Fund's independent certified public accountants. The enclosed proxy statement
contains additional information regarding these proposals.
We hope that you will be able to attend the 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. You are urged to complete, sign and date the
enclosed proxy card and return it in the enclosed postage-paid envelope as soon
as possible to assure that your shares are represented at the meeting.
Sincerely,
/s/ James B. Hawkes
James B. Hawkes
President and Trustee
IMPORTANT
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE ANNUAL MEETING. WHETHER
OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING IN PERSON, 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 IN
PERSON.
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EATON VANCE SENIOR INCOME TRUST
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD THURSDAY, OCTOBER 26, 2000
The Annual Meeting of Shareholders of Eaton Vance Senior Income Trust, a
Massachusetts business trust (the "Fund"), will be held at the principal office
of the Fund, The Eaton Vance Building, 255 State Street, Boston, Massachusetts
02109, on Thursday, October 26, 2000 at 1:30 P.M. (Boston time), for the
following purposes:
1. To elect two Trustees of the Fund.
2. To ratify the selection of Deloitte & Touche LLP as
independent certified public accountants of the Fund for the
fiscal year ending June 30, 2001.
3. To consider and act upon any other matters which may properly
come before the Meeting and any adjourned session thereof.
The Board of Trustees has fixed the close of business on August 29, 2000 as
the record date for the determination of the shareholders of the Fund entitled
to notice of and to vote at the meeting and any adjournments thereof.
By Order of the Board of Trustees
/s/ Alan R. Dynner
Alan R. Dynner
Secretary
September 7, 2000
Boston, Massachusetts
IMPORTANT - SHAREHOLDERS CAN HELP THE BOARD OF TRUSTEES OF THE FUND AVOID THE
NECESSITY AND ADDITIONAL EXPENSE TO THE FUND OF FURTHER SOLICITATIONS TO OBTAIN
A QUORUM BY PROMPTLY RETURNING THE ENCLOSED PROXY. THE ENCLOSED ADDRESSED
ENVELOPE REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES AND IS INTENDED FOR
YOUR CONVENIENCE.
<PAGE>
EATON VANCE SENIOR INCOME TRUST
THE EATON VANCE BUILDING
255 STATE STREET
BOSTON, MASSACHUSETTS 02109
PROXY STATEMENT
A proxy is enclosed with the foregoing Notice of the Annual Meeting of
Shareholders of Eaton Vance Senior Income Trust (the "Fund"), to be held October
26, 2000 for the benefit of shareholders who do not expect to be present at the
meeting. This proxy is solicited on behalf of the Board of Trustees of the Fund,
and is revocable by the person giving it prior to exercise by a signed writing
filed with the Fund's Secretary, or by executing and delivering a later dated
proxy, or by attending the meeting and voting the shares in person. Each proxy
will be voted in accordance with its instructions; if no instruction is given,
an executed proxy will authorize the persons named as attorneys, or any of them,
to vote in favor of each such matter. This proxy material is being mailed to
shareholders on or about September 7, 2000.
The Board of Trustees of the Fund has fixed the close of business August
29, 2000, as the record date for the determination of the shareholders entitled
to notice of and to vote at the meeting and any adjournments thereof.
Shareholders at the close of business on the record date will be entitled to one
vote for each share held. As of August 29, 2000, there were 35,660,000 shares of
beneficial interest, $.01 par value per share of the Fund outstanding. As of
such date, no shareholder beneficially owned more than 5% of the outstanding
shares. The Trustees and officers of the Fund, as a group, own beneficially less
than 1% of the shares of the Fund.
The Board of Trustees of the Fund knows of no business other than that
mentioned in Items 1 and 2 of the Notice of Meeting which will be presented for
consideration. If any other matters are properly presented, it is the intention
of the persons named as attorneys in the enclosed proxy to vote the proxies in
accordance with their judgment on such matters.
PROPOSAL 1. ELECTION OF TRUSTEES
The Fund's Declaration of Trust provides that the Board of Trustees shall
be divided into three classes. The term of office of the Class II Trustees
expires on the date of the 2000 Annual Meeting, and the term of office of the
Class III and Class I Trustees will expire one and two years thereafter,
respectively. Trustees chosen to succeed the Trustees whose terms are expiring
will be elected for a three-year term. An effect of staggered terms is to limit
the ability of entities or persons to acquire control of the Fund.
The Fund's Declaration of Trust provides that a majority 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. The Board has fixed the number of Trustees at
seven. Proxies will be voted for the election of the following two nominees.
Each nominee is presently serving as a Trustee 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.
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The nominees to serve until the 2000 Annual Meeting are Samuel L. Hayes,
III and Norton H. Reamer. The Trustees serving until the 2001 Annual Meeting are
Lynn A. Stout and Jack L. Treynor. The Trustees serving until the 2002 Annual
Meeting are Jessica M. Bibliowicz, Donald R. Dwight and James B. Hawkes.
The nominees and Trustees and their principal occupations for at least the
last five years are as follows. The Trustee whose name is followed by an
asterisk(*) is an "interested person" (as defined in the Investment Company Act
of 1940 (the "1940 Act")) by reason of his affiliations with Eaton Vance
Management ("EVM" or "Eaton Vance") the Fund's investment adviser, and Eaton
Vance Corp. ("EVC"), a holding company which owns all of the outstanding stock
of EVM; and of EVM's trustee, Eaton Vance, Inc. ("EV"), which is a wholly-owned
subsidiary of EVC. (EVM, EVC and their affiliates are sometimes referred to
collectively as the "EVC organization".) The Trustee whose name is followed by
two asterisks (**) is an "interested person" because of her affiliation with a
brokerage firm.
<TABLE>
<CAPTION>
TRUSTEES
<S> <C> <C>
SHARES BENEFICIALLY
NAME AND PRINCIPAL OCCUPATION(S) OVER OWNED ON
OTHER INFORMATION PAST FIVE YEARS AUGUST 29, 2000
----------------- --------------- ---------------
(TRUSTEE NOMINEES FOR ELECTION IN 2000)
SAMUEL L. HAYES, III Dr. Hayes is the Jacob H. Schiff Professor -0-
Age: 65; has been a Trustee of Investment Banking Emeritus, Harvard
since September 23, 1998. University Graduate School of Business
Administration. He is also a Trustee of
the Kobrick Investment Trust (mutual
funds). He also serves as a Trustee of 78
investment companies advised or
administered by EVM and its affiliates.
NORTON H. REAMER Mr. Reamer is Chairman of the Board, -0-
Age: 64, has been a Trustee United Asset Management Corporation (a
since September 23, 1998. holding company owning institutional
investment management firms). He also
serves as Chairman, President and Director,
UAM Funds(mutual funds. He also serves as a
Trustee of 78 investment companies advised
or administered by EVM and its affiliates.
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(OTHER CURRENT TRUSTEES)
JAMES B. HAWKES* President of the Fund and a Trustee. -0-
Age: 58; has been a Trustee Chairman, President and Chief Executive
and President since October 19, 1998. Officer of EVM, EVC and EV (since November
1, 1996, prior to which he was Executive
Vice President)and a Director of EVC and EV.
He also serves as a Trustee and/or Officer
of 78 investment companies advised or
administered by EVM and its affiliates.
JESSICA M. BIBLIOWICZ** Ms. Bibliowicz is President and Chief -0-
Age: 40; has been a Trustee Executive Officer of National Financial
since February 22, 1999. Partners (a financial services company)
(since April 1999). She was formerly
President and Chief Operating Officer of
John A. Levin & Co. (a registered
investment advisor) (July 1997 to April
1999) and a Director of Baker, Fentress &
Company which owns John A. Levin & Co.
(July 1997 to April 1999). Prior thereto,
she was Executive Vice President of Smith
Barney Mutual Funds (from July 1994 to
June 1997). She also serves as a Trustee
of 72 investment companies advised or
administered by EVM and its affiliates.
DONALD R. DWIGHT Mr. Dwight is President of Dwight -0-
Age: 69; has been a Trustee Partners, Inc. (a corporate relations and
since September 23, 1998. communications company). He is also a
Trustee/Director of the Royce Funds (mutual
funds). He also serves as a Trustee of 78
investment companies advised or administered
by EVM and its affiliates.
LYNN A. STOUT Ms. Stout is Professor of Law, Georgetown -0-
Age: 42, has been a Trustee University Law Center. She also serves as
since February 22, 1999. a Trustee of 74 investment companies
advised or administered by EVM and its
affiliates.
JACK L. TREYNOR Mr. Treynor is an investment advisor and -0-
Age: 70; has been a Trustee consultant. He also serves as a Trustee
since September 23, 1998. of 74 investment companies advised or
administered by EVM and its affiliates.
</TABLE>
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During the fiscal year ended June 30, 2000, the Trustees of the Fund met
nine times, the Special Committee met four times and the Audit Committee met
twice. Each Trustee, except Ms. Bibliowicz, attended at least 75% of the Board
and committee meetings on which he or she serves.
The Nominating Committee is comprised of all the Trustees who are not
"interested persons" as that term is defined under the 1940 Act. Messrs. Treynor
(Chairman), Dwight, Hayes, Reamer and Ms. Stout are currently serving on the
Committee. The purpose of the Committee is to recommend to the Board nominees
for the position of noninterested trustee and to assure that at least a majority
of the Board of Trustees is independent of Eaton Vance and its affiliates. The
Board will, when a vacancy exists or is anticipated, consider any nominee for
trustee recommended by a shareholder if such recommendation is submitted to the
Board in writing and contains sufficient background information concerning the
individual to enable a proper judgment to be made as to such individual's
qualifications.
Messrs. Hayes (Chairman), Dwight, Reamer and Ms. Stout are members of the
Special Committee of the Board of Trustees of the Fund. The purpose of the
Special Committee is to consider, evaluate and make recommendations to the full
Board concerning (i) all contractual arrangements with service providers to the
Fund, including investment advisory, administrative, transfer agency, custodial
and fund accounting and distribution services (if any), and (ii) all other
matters in which Eaton Vance or its affiliates has any actual or potential
conflict of interest with the Fund or its shareholders.
Messrs. Treynor (Chairman), Dwight and Reamer are members of the Audit
Committee of the Board of Trustees of the Fund. Each member is independent of
the Fund, as defined by New York Stock Exchange Listing Standards. The Audit
Committee's functions include making recommendations to the Board regarding the
selection of the independent certified public accountants, and reviewing matters
relative to trading and brokerage policies and practices, accounting and
auditing practices and procedures, accounting records, internal accounting
controls, and the functions performed by the custodian, transfer agent and
dividend disbursing agent of the Fund. Attached as Appendix A is the written
Audit Committee Charter of the Fund. Set forth below under "Additional
Information" is the Audit Committee's Report.
REMUNERATION OF TRUSTEES
The fees and expenses of those Trustees of the Fund who are not members of
the Eaton Vance organization will be paid by the Fund. For the fiscal year ended
June 30, 2000, the noninterested Trustees of the Fund earned the following
compensation in their capacities as Trustees of the Fund, and for the year ended
December 31, 1999 earned the following compensation in their capacities as
Trustees of the funds in the Eaton Vance fund complex(1):
TOTAL
AGGREGATE COMPENSATION
COMPENSATION FROM FUND
NAME OF TRUSTEE FROM FUND AND FUND COMPLEX
--------------- --------- ----------------
Jessica M. Bibliowicz $ -- $160,000
Donald R. Dwight 1,737 160,000(2)
Samuel L. Hayes, III 2,084 170,000
Norton H. Reamer 1,083 160,000
Lynn A. Stout 1,950 160,000(3)
Jack L. Treynor 1,977 170,000
(1) As of August 1, 2000, the Eaton Vance fund complex consists of 78
registered investment companies or series thereof.
(2) Includes $60,000 of deferred compensation.
(3) Includes $16,000 of deferred compensation.
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Trustees of the 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 "Trustees' Plan"). Under the
Trustees' Plan, an eligible Trustee may elect to have his deferred fees invested
by the Fund in the shares of one or more funds in the Eaton Vance Family of
Funds, and the amount paid to the Trustees under the Trustees' Plan will be
determined based upon the performance of such investments. Deferral of Trustees'
fees in accordance with the Trustees' Plan will have a negligible effect on the
Fund's assets, liabilities, and net income per share, and will not obligate the
Fund to retain the services of any trustee or obligate the Fund to pay any
particular level of compensation to the trustee. The Fund does not have a
retirement plan for its Trustees.
The Trustees shall be elected by the affirmative vote of a majority of the
Fund's shares voting at the Annual Meeting.
THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE ELECTION OF
THE TWO NOMINEES TO THE FUND'S BOARD OF TRUSTEES.
PROPOSAL 2. SELECTION OF INDEPENDENT ACCOUNTANTS
The Board of Trustees has selected Deloitte & Touche LLP as independent
certified public accountants for the Fund for the fiscal year ending June 30,
2001. Shareholders are being asked to ratify the selection of Deloitte & Touche
LLP to perform audit services for the Fund.
Deloitte & Touche LLP has acted as independent certified public accountants
for the Fund since the Fund's inception. The services provided by Deloitte &
Touche LLP include the examination of the Fund's annual financial statements,
assistance and consultation in connection with Securities and Exchange
Commission filings, and the review of tax matters on behalf of the Fund.
Deloitte & Touche LLP is expected to be represented at the Annual Meeting,
but, if not, a representative of that firm will be available by telephone should
the need for consultation arise.
THE BOARD OF TRUSTEES, INCLUDING THOSE TRUSTEES WHO ARE NOT INTERESTED
PERSONS OF THE FUND, RECOMMENDS A VOTE FOR THE RATIFICATION OF THE SELECTION OF
DELOITTE & TOUCHE LLP AS INDEPENDENT ACCOUNTANTS OF THE FUND FOR THE FISCAL YEAR
ENDING JUNE 30, 2001.
NOTICE TO BANKS AND BROKER/DEALERS
The 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 forward such requests to PFPC, Inc. Attention: Mr. Joseph P. Lundbohm,
P.O. Box 8030, Boston, MA 02266.
ADDITIONAL INFORMATION
AUDIT COMMITTEE REPORT. The Audit Committee reviewed and discussed the audited
financial statements with Fund management. The Audit Committee also discussed
with the independent auditors the matters required to be discussed by SAS 61
(Codification of Statements on Auditing Standards). The Audit Committee received
the written disclosures and the letter from the independent accountants required
by Independence Standards Board Standard No. 1 (Independence Standards Board
Standard No. 1, Independence Discussions with Audit Committees), and discussed
with the independent accountant its independence.
5
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Based on the review and discussions referred to above, the Audit Committee
recommended to the Board of Trustees that the audited financial statements be
included in the Fund's annual report to shareholders for the fiscal year ended
June 30, 2000 for filing with the Securities and Exchange Commission.
Jack L. Treynor, Chairman
Donald R. Dwight
Norton H. Reamer
OFFICERS OF THE FUND. The officers of the Fund, with their ages indicated in
parenthesis, are as follows: James B. Hawkes (58), President; Scott H. Page
(40), Vice President and Co-Portfolio Manager, and Vice President of Eaton
Vance; Payson F. Swaffield (44), Vice President and Co-Portfolio Manager, and
Vice President of Eaton Vance; Michael W. Weilheimer (39), Vice President, and
Vice President of Eaton Vance; Alan R. Dynner (59), Secretary, and Vice
President and Secretary of Eaton Vance; James L. O'Connor (55), Treasurer, and
Vice President of Eaton Vance; Barbara E. Campbell (43), Assistant Treasurer,
and Vice President of Eaton Vance; Janet E. Sanders (64), Assistant Treasurer
and Assistant Secretary, and Vice President of Eaton Vance; A. John Murphy (37),
Assistant Secretary, and Vice President of Eaton Vance; and Eric G. Woodbury
(43), Assistant Secretary, and Vice President of Eaton Vance. All of the
officers of the Fund have been employed by Eaton Vance or their predecessors for
more than five years except Mr. Dynner, who was a Partner of the law firm of
Kirkpatrick & Lockhart LLP, New York and Washington D.C., and Executive Vice
President of Neuberger & Berman Management, Inc., a mutual fund management
company, prior to November 1, 1996. Because of their positions with Eaton Vance
and their ownership of Eaton Vance Corp. stock, the officers of the Fund will
benefit from the advisory and administration fees paid by the Fund to Eaton
Vance. As of the record date, the officers of the Fund owned 5,000 shares.
INVESTMENT ADVISER AND ADMINISTRATOR. Eaton Vance Management with its principal
office at The Eaton Vance Building, 255 State Street, Boston, Massachusetts
02109, serves as the investment adviser and administrator to the Fund.
PROXY SOLICITATION AND TABULATION. The expense of preparing, printing and
mailing this Proxy Statement and enclosures and the costs of soliciting proxies
on behalf of the Board of Trustees of the Fund will be borne by the Fund.
Proxies will be solicited by mail and may be solicited in person or by
telephone, telegraph or facsimile by officers of the Fund, by personnel of its
administrator, Eaton Vance, by the transfer agent, PFPC, Inc., or by
broker-dealer firms. The expenses connected with the solicitation of these
proxies and with any further proxies which may be solicited by the Fund's
officers, by Eaton Vance personnel, by the transfer agent, PFPC, Inc., or by
broker-dealer firms, in person, or by telephone, by telegraph or by facsimile
will be borne by the Fund. A written proxy may be delivered to the Fund or its
transfer agent prior to the meeting by facsimile machine, graphic communication
equipment or similar electronic transmission. The 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 costs are $15,000.
All proxy cards solicited by the Board of Trustees that are properly
executed and received by the Secretary prior to the meeting, and which are not
revoked, will be voted at the 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 Proposals 1 and 2, it will be voted for
the matters specified on the proxy card. For purposes of determining the
presence or absence of a quorum and for determining whether sufficient votes
have been received for approval of any matter to be acted upon at the meeting,
abstentions and broker non-votes (i.e., proxies from brokers or nominees
indicating that such persons have not received instructions from the beneficial
owner or other person entitled to vote shares on a particular matter with
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respect to which the brokers or nominees do not have discretionary power) will
be treated as shares that are present at the meeting but which have not been
voted. Accordingly, abstentions and broker non-votes will assist the Fund in
obtaining a quorum but will have no effect on the outcome of Proposals 1 and 2.
In the event that sufficient votes by the shareholders of the Fund in favor
of any Proposal set forth in the Notice of this meeting are not received by
October 26, 2000, the persons named as attorneys in the enclosed proxy may
propose one or more adjournments of the meeting to permit further solicitation
of proxies. A shareholder vote may be taken on one or more of the Proposals in
this Proxy Statement prior to such adjournment if sufficient votes have been
received and it is otherwise appropriate. Any such adjournment will require the
affirmative vote of the holders of a majority of the shares present in person or
by proxy at the session of the meeting to be adjourned. The persons named as
attorneys in the enclosed proxy 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 the Fund.
THE FUND WILL FURNISH, WITHOUT CHARGE A COPY OF THE FUND'S ANNUAL OR
SEMI-ANNUAL REPORTS TO ANY SHAREHOLDER UPON REQUEST. SHAREHOLDERS DESIRING TO
OBTAIN A COPY OF SUCH REPORT SHOULD WRITE TO THE FUND C/O PFPC, INC., ATTN: MR.
JOSEPH P. LUNDBOHM, P.O. BOX 8030, BOSTON, MA 02266, OR CALL 1-800-331-1710.
SHAREHOLDER PROPOSALS
Any proposals of shareholders that are intended to be presented at the
Fund's 2001 Annual Meeting of Shareholders must be received at the Fund's
principal office no later than June 15, 2001 and must comply with all legal
requirements in order to be included in the Fund's proxy statement and form of
proxy for that meeting.
EATON VANCE SENIOR INCOME TRUST
September 7, 2000
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APPENDIX A
EATON VANCE FUNDS
AUDIT COMMITTEE CHARTER
I. COMPOSITION OF THE AUDIT COMMITTEE. The Audit Committee of each registered
investment company sponsored by Eaton Vance Management (each a "Fund")
shall be comprised of at least three Trustees, each of whom shall have no
relationship that, in the opinion of the Board of Trustees, would interfere
with the exercise of his or her independent judgment (including not being
an interested person of any investment adviser to a Fund) and shall
otherwise satisfy the applicable membership requirements under the rules of
the American and New York Stock Exchanges in effect from time to time.
Effective June 14, 2001, such rules together require that all members of
the Audit Committee of listed issuers (i)(a) shall be (or become within a
reasonable time after appointment) financially literate (the ability to
read and understand fundamental financial statements) and (b) shall have
(or develop within a reasonable time after appointment) a working
familiarity with basic finance and accounting practices, and (ii) at least
one member of the Audit Committee shall have accounting or related
financial management expertise (past employment experience in finance or
accounting, requisite certification in accounting, or any other comparable
experience or background which results in an individual's financial
sophistication, including being or having been a chief executive officer,
chief financial officer or other senior officer with financial oversight
responsibilities).
II. PURPOSES OF THE AUDIT COMMITTEE. The purposes of the Audit Committee are to
assist the Board of Trustees:
1. in its oversight of the Fund's accounting and financial reporting
policies and practices, its internal audit controls and procedures,
and, as appropriate, the internal controls of certain service
providers;
2. in its oversight of the quality and objectivity of the Fund's
financial statements and the independent audit thereof;
3. in selecting (or nominating the outside auditors to be proposed for
shareholder approval in any proxy statement), evaluating and, where
deemed appropriate, replacing the outside auditors; and
4. in evaluating the independence of the outside auditors.
The function of the Audit Committee is oversight. The Treasurer of the Fund
is responsible for oversight of the preparation, presentation and integrity
of the Fund's financial statements by the Fund's accounting agent. The
Treasurer is also responsible for selecting appropriate accounting and
financial reporting principles and policies and internal controls and
procedures designed to assure compliance with accounting standards and
applicable laws and regulations. The outside auditors are responsible for
planning and carrying out a proper audit and reviews. The outside auditor
for the Fund is ultimately accountable to the Board of Trustees and Audit
Committee of the Fund. The Board of Trustees and the Audit Committee have
the ultimate authority and responsibility to select, evaluate and, where
appropriate, replace the outside accountant (or to nominate the outside
accountant to be proposed for shareholder approval in any proxy statement).
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III. MEETINGS OF THE AUDIT COMMITTEE. The Audit Committee shall meet at least
once annually, or more frequently if circumstances dictate. The Audit
Committee shall set its agenda and the places and times of its meetings.
The Audit Committee may meet alone and outside the presence of management
personnel with any certified public accountant and auditor firm rendering
reports to the Audit Committee or the Board of Trustees and with outside
legal counsel.
IV. DUTIES AND POWERS OF THE AUDIT COMMITTEE. To carry out its purposes, the
Audit Committee shall have the following duties and powers:
1. The Audit Committee shall review and discuss the audited financial
statements and other financial information with management and the
independent auditors for the Fund.
2. The Audit Committee shall review and discuss with the independent
auditors:
a. the scope of audits and audit reports;
b. the personnel, staffing, qualifications and experience of the
auditor;
c. the compensation of the auditor; and
d. the independence of the auditor, regarding which the Audit
Committee shall secure from the auditor the information required
by Independence Standards Board Standard No. 1. The Audit
Committee shall actively engage in a dialogue with the outside
auditor with respect to any disclosed relationships or services
that may impact the objectivity and independence of the outside
auditor. The Audit Committee also shall be responsible for
recommending that the Board of Trustees take appropriate action
in response to the outside auditor's report to satisfy itself of
the outside auditor's independence.
3. The Audit Committee also shall review and discuss with the independent
auditors the matters required to be discussed pursuant to SAS 61 in
effect from time to time.
4. The Audit Committee of an exchange listed investment company shall
provide a recommendation to the Board of Trustees regarding whether
the audited financial statements of the Fund should be included in the
annual report to shareholders of the Fund.
5. The Audit Committee shall provide any report, including any
recommendation of the Audit Committee, required by the rules of the
Securities and Exchange Commission to be included in the Fund's annual
proxy statement.
6. The Audit Committee shall review and recommend policies and procedures
for valuing portfolio securities of each investment company.
7. The Audit Committee shall review and assess the performance of the
independent public auditors and make recommendations to the Board of
Trustees annually as to the appointment of the independent public
auditors.
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8. The Audit Committee shall review and report to the full Board of
Trustees with respect to any material accounting, tax, valuation, or
recordkeeping issues which may affect a Fund, its respective financial
statements or the amount of their dividend or distribution rates.
9 The Audit Committee shall direct and supervise investigations into any
matters within its scope including integrity of reported facts and
figures, ethical conduct, and appropriate disclosure.
10. The Audit Committee shall review trading and brokerage policies and
practices.
11. The Audit Committee shall review this charter at least annually and
recommend any changes to the full Board of Trustees; and
12. The Audit Committee shall report its activities to the full Board of
Trustees on a regular basis and make such recommendations with respect
to the above and other matters as the Audit Committee may deem
necessary or appropriate.
V. RESOURCES AND AUTHORITY OF THE AUDIT COMMITTEE. The Audit Committee shall
have the resources and authority appropriate to discharge its
responsibilities, including the authority to engage outside auditors for
special audits, reviews and other procedures and to retain special counsel
and other experts or consultants at the expense of the Fund.
Dated: June 14, 2000
A-3
<PAGE>
PROXY
EATON VANCE SENIOR INCOME TRUST
ANNUAL MEETING OF SHAREHOLDERS, OCTOBER 26, 2000
PROXY SOLICITED ON BEHALF OF BOARD OF TRUSTEES
The undersigned holder of shares of beneficial interest of Eaton Vance
Senior Income Trust, a Massachusetts business trust (the "Fund"), hereby
appoints JAMES B. HAWKES, ALAN R. DYNNER and ERIC G. WOODBURY, and each of them,
with full power of substitution and revocation, as proxies to represent the
undersigned at the Annual Meeting of Shareholders of the Fund to be held at the
principal office of the Fund, The Eaton Vance Building, 255 State Street,
Boston, Massachusetts 02109, on Thursday, October 26, 2000 at 1:30 P.M., and at
any and all adjournments thereof, and to vote all shares of beneficial interest
of the Fund which the undersigned would be entitled to vote, with all powers the
undersigned would possess if personally present, in accordance with the
instructions on this proxy.
PLEASE VOTE, DATE, AND SIGN ON OTHER SIDE AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE.
[See Reverse CONTINUED AND TO BE SIGNED ON REVERSE SIDE [See Reverse
Side] Side]
<PAGE>
PLEASE MARK
[X] VOTES AS IN
THIS EXAMPLE.
WHEN THIS PROXY IS PROPERLY EXECUTED, THE SHARES REPRESENTED HEREBY WILL BE
VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED FOR
THE PROPOSALS SET FORTH BELOW AND IN THE DISCRETION OF THE PROXIES WITH RESPECT
TO ALL OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE ANNUAL MEETING AND ANY
ADJOURNMENTS THEREOF. THE UNDERSIGNED ACKNOWLEDGES RECEIPT OF THE ACCOMPANYING
NOTICE OF ANNUAL MEETING AND PROXY STATEMENT.
1. To elect two Trustees of the Fund as follows:
NOMINEES: (01) Samuel L. Hayes, III and
(02) Norton H. Reamer
FOR WITHHELD
ALL [ ] [ ] FROM ALL
NOMINEES NOMINEES
[ ] -------------------------------------
(Instructions: To withhold authority to vote for any
nominee, write those nominees' names above:)
FOR AGAINST ABSTAIN
2. To ratify the selection of Deloitte & [ ] [ ] [ ]
Touche LLP as independent certified
public accountants for the Fund
for the fiscal year ending June 30, 2001.
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]
MARK HERE FOR COMMENT AND NOTE AT LEFT [ ]
Please sign this proxy exactly as your name appears on the books of the Fund.
Joint owners should each sign personally. Trustees and other fiduciaries should
indicate the capacity in which they sign, and where more than one name appears,
a majority must sign. If a corporation, this signature should be that of an
authorized officer who should state his or her title.
Signature:___________________ Date:______ Signature:________________Date:_______
