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Exhibit (a)(4)
EATON VANCE MUTUAL FUNDS TRUST
Form of
Amendment
of
Establishment and Designation of Series of Shares
of Beneficial Interest, Without Par Value
(as amended , 2000)
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 two additional series (i.e., Eaton
Vance Tax-Managed America Fund and Eaton Vance Tax-Managed New America 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 twenty-one separate series
("Funds"), each Fund to have the following special and relative rights:
1. The Funds shall be designated as follows:
Eaton Vance Cash Management Fund
Eaton Vance Floating-Rate High Income Fund
Eaton Vance Floating-Rate Fund
Eaton Vance Government Obligations Fund
Eaton Vance High Income Fund
Eaton Vance Money Market Fund
Eaton Vance Municipal Bond Fund
Eaton Vance Strategic Income Fund
Eaton Vance Tax Free Reserves
Eaton Vance Tax-Managed America Fund
Eaton Vance Tax-Managed Capital Appreciation Fund
Eaton Vance Tax-Managed Emerging Growth Fund
Eaton Vance Tax-Managed Growth Fund
Eaton Vance Tax-Managed International Growth Fund
Eaton Vance Tax-Managed New America Fund
Eaton Vance Tax-Managed Value Fund
Eaton Vance Tax-Managed Young Shareholder Fund
Eaton Vance Insured Tax-Managed Growth Fund
Eaton Vance Insured Tax-Managed Emerging Growth Fund
Eaton Vance Insured High Income Fund
Eaton Vance Insured Tax-Managed International Growth 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
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("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.
Eaton Vance Tax-Managed America Fund and Eaton Vance Tax-Managed New America
Fund, shall have classes of shares established and designated as Class A, Class
2
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B, Class C and Class I. The following funds (Eaton Vance Government Obligations
Fund, Eaton Vance High Income Fund, Eaton Vance Strategic Income Fund, Eaton
Vance Municipal Bond Fund, Eaton Vance Tax-Managed Capital Appreciation Fund,
Eaton Vance Tax-Managed Emerging Growth Fund, Eaton Vance Tax-Managed
International Growth Fund, Eaton Vance Tax-Managed Value Fund and Eaton Vance
Tax-Managed Young Shareholder 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. Eaton Vance Floating-Rate Fund and
Eaton Vance Floating-Rate High Income Fund shall have classes of shares
established and designated as Advisers Class, Class B, Class C and Class I and
the Trustees may designate additional classes in the future. Eaton Vance
Tax-Managed Growth Fund shall have classes of shares established and designated
as Class A, Class B, Class C, Class I and Class S 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: , 2000
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Jessica M. Bibliowicz Norton H. Reamer
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Donald R. Dwight Lynn A. Stout
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James B. Hawkes Jack L. Treynor
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Samuel L. Hayes, III
