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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 / /
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Check the appropriate box:
/X/ Preliminary Proxy Statement
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
EATON VANCE INCOME FUND OF BOSTON
(Name of Registrant as Specified In Its Charter)
/ /
(Name of Person(s) Filing Proxy Statement)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
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):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
/ / Fee paid previously with preliminary materials.
/ / 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:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
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EATON VANCE INCOME FUND OF BOSTON
24 FEDERAL STREET, BOSTON, MASS. 02110
November 6, 1995
Dear Shareholders:
On December 14, 1995, a Special Meeting of Shareholders of Eaton Vance
Income Fund of Boston (the "Fund") will be held to vote on several important
proposals. Adoption of these proposals, which the Fund's Trustees have approved
and believe are in the best interests of the Fund and its shareholders, requires
approval of the Fund's shareholders. As a shareholder, you are entitled to cast
one vote for each share that you own.
VOTING ONLY TAKES A FEW MINUTES -- PLEASE RESPOND PROMPTLY.
YOUR VOTE IS IMPORTANT, NO MATTER HOW MANY SHARES YOU OWN. If the required
votes are not received December 14, 1995 it will be necessary to send further
mailings to secure it. This is a costly process and is paid for by the Fund.
Therefore, you, as a shareholder, ultimately pay for the expense of a delayed
vote. Please sign and return your proxy promptly to avoid this unnecessary
expense.
The purpose of the Meeting is to amend certain fundamental investment
restrictions which may permit the Fund to take advantage of investment
opportunities available to competing mutual funds. Shareholders will also be
asked to approve a new Amended and Restated Declaration of Trust for the Fund.
For the Board of Trustees
M. DOZIER GARDNER,
President and Trustee
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YOUR TRUSTEES URGE YOU TO VOTE IN FAVOR OF ALL PROPOSALS, AND LOOK FORWARD TO
RECEIVING YOUR PROXY SO YOUR SHARES CAN BE VOTED AT THE MEETING. FOR YOUR
CONVENIENCE AND TO SPEED DELIVERY OF YOUR PROXY, PLEASE USE THE ENCLOSED
POSTAGE-PAID ENVELOPE. YOUR PROMPT RESPONSE IS APPRECIATED. THANK YOU.
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EATON VANCE INCOME FUND OF BOSTON
24 FEDERAL STREET, BOSTON, MASS. 02110
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD DECEMBER 14, 1995
A Special Meeting of the Shareholders of Eaton Vance Income Fund of Boston
(the "Fund") will be held at the principal office of the Fund, 24 Federal
Street, Boston, Massachusetts, December 14, 1995, at 3:00 P.M. (Boston time),
for the following purposes:
1. To consider and act upon a proposal to eliminate, reclassify and amend
certain of the Fund's fundamental investment policies (as set forth in
Exhibit A to the accompanying Proxy Statement).
2. To consider and act upon a proposal to approve an Amended and Restated
Declaration of Trust of the Fund (as set forth in Exhibit B to the
accompanying Proxy Statement).
3. To consider and act upon any matters incidental to the foregoing
purposes or any of them, and any other matters which may properly come
before said meeting or any adjourned session thereof.
These proposals are discussed in greater detail in the attached Proxy
Statement.
This meeting is called pursuant to the By-Laws of the Fund. The Trustees
have fixed the close of business on November 1, 1995, 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.
November 6, 1995
THOMAS OTIS, Secretary
IMPORTANT -- SHAREHOLDERS CAN HELP THE TRUSTEES AVOID THE NECESSITY AND
ADDITIONAL EXPENSE TO THE FUND OF FURTHER SOLICITATIONS TO INSURE 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.
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EATON VANCE INCOME FUND OF BOSTON
24 Federal Street, Boston, Massachusetts 02110
PROXY STATEMENT
FOR THE SPECIAL MEETING OF SHAREHOLDERS
A proxy is enclosed with the foregoing Notice of the Special Meeting of the
Shareholders of Eaton Vance Income Fund of Boston (the "Fund") to be held on
December 14, 1995, for the benefit of shareholders who do not expect to be
present at the meeting. This proxy is solicited on behalf of the Trustees of the
Fund, and is revocable by the person giving it prior to exercise by a signed
writing filed with the Fund's transfer agent, The Shareholder Services Group,
Inc., BOS725, P.O. Box 1559, Boston, MA 02104, or by executing and delivering a
later dated proxy, or by attending the meeting and voting your 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
initially mailed to shareholders on or about November 6, 1995.
The Trustees have fixed the close of business on November 1, 1995, 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 November 1, 1995, the number of shares of beneficial interest of the Fund
outstanding was . To the knowledge of the Fund, no other person owns
(of record or beneficially) more than 5% of its outstanding shares.
The Fund is a Massachusetts business trust established on March 27, 1989
under a declaration of trust, as amended from time to time. The Fund does not
have annual meetings of shareholders, and, as permitted by Massachusetts law,
there will normally be no meetings of shareholders for the purpose of electing
Trustees unless and until such time as less than a majority of the Trustees then
holding office have been elected by shareholders, or the Investment Company Act
of 1940 (the "Act") otherwise requires the shareholders to elect one or more
Trustees. Subject to the foregoing, the Trustees will continue to hold office
and may appoint successors or new Trustees, except that, pursuant to provisions
of the Act which are set forth in the By-Laws of the Fund, the shareholders can
remove one or more Trustees.
The Trustees know of no matter other than those mentioned in Proposals 1
and 2 of the Notice which will be presented at the meeting. If any other matter
is properly presented at the meeting, it is the intention of the persons named
as attorneys in the enclosed proxy to vote the proxies in accordance with their
judgment in regard to such matter.
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PROPOSAL 1. TO APPROVE THE ELIMINATION,
RECLASSIFICATION AND AMENDMENT OF
CERTAIN FUNDAMENTAL INVESTMENT POLICIES
The Act requires a registered investment company like the Fund to have
certain specific investment policies which can be changed only by a shareholder
vote. Investment companies may also elect to designate other policies which may
be changed only by a shareholder vote. Both types of policies are often referred
to as "fundamental" policies. (In this Proxy Statement, the word "restriction"
is sometimes used to describe a policy.) Some fundamental policies have been
adopted in the past by the Fund to reflect certain regulatory, business or
industry conditions which are no longer in effect. Accordingly, the Trustees
authorized a review of the Fund's fundamental policies to simplify and modernize
those policies which are required to be fundamental and to eliminate as
fundamental any policies which are not required to be fundamental under state
securities ("Blue Sky") laws or the positions of the staff of the Securities and
Exchange Commission in interpreting the Act, in which case, depending on the
circumstances, the policy would be reclassified as a nonfundamental policy in
the same or a modified form, or eliminated. Nonfundamental policies can be
changed by the Trustees without shareholder approval. Revision of fundamental
policies have been approved by shareholders of numerous other funds advised by
EVM, and if these revisions are approved then the uniformity of such policies
would serve to facilitate EVM's compliance efforts.
This Proposal seeks shareholder approval of changes which are intended to
accomplish the foregoing goals. The proposed changes to the fundamental policies
are discussed in detail below. Please refer to the changes to the policies as
set forth in Exhibit A. By reducing to a minimum those policies which can be
changed only by shareholder vote, the Fund would be able to avoid the costs and
delay associated with a shareholder meeting and the Trustees believe that EVM's
ability to manage the Fund's portfolio in a changing regulatory or investment
environment will be enhanced. Accordingly, investment management opportunities
will be increased. The references to the Fund's investment restrictions
correspond to the paragraphs in Exhibit A. If this Proposal is approved, the
restrictions would be reordered.
ASIDE FROM THE RECLASSIFICATION (AND AMENDMENT) OF THE CURRENT RESTRICTIONS
CONCERNING "RESTRICTED SECURITIES," the proposed changes will not affect current
management of the Fund's portfolio.
ELIMINATION OF CERTAIN RESTRICTIONS
The Trustees propose to delete the first part of Restriction (a) and
Restriction (m) because such restrictions are not required to be fundamental
policies under the Act or state "Blue Sky" laws and/or the practices referred to
therein are otherwise governed by the Act. THESE CHANGES WILL NOT AFFECT CURRENT
PORTFOLIO MANAGEMENT AND IT IS INTENDED THAT THE TRUSTEES WOULD BE ADVISED
BEFORE PRACTICES MADE AVAILABLE BY THESE CHANGES WERE IMPLEMENTED.
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Restriction (a)(1) prohibits the Fund from deviating from any percentage
restrictions set forth in its Statement of Additional Information ("SAI") under
"Investing in Foreign Securities." The Fund is not required to have, and, in
fact, does not have, a restriction with respect to its investment in foreign
securities.
Restriction (m) concerning investment in other investment companies
prohibits the Fund from investing in securities of other investment companies
and investment funds. Investment in other investment companies is regulated by
the Act and this restriction does not contain all of the provisions in the Act
regarding such investments.
RECLASSIFICATION OF CERTAIN RESTRICTIONS
The Trustees also propose that the second and third part of Restriction (a)
and Restrictions (e), (j), (k), (n) and (o) be eliminated as fundamental, but be
retained as nonfundamental policies of the Fund (which could be thereafter
changed or eliminated by Trustee vote). Each of these restrictions is required
under various state "Blue Sky" laws and/or federal laws, but are not required to
be fundamental policies of the Fund. ASIDE FROM THE THIRD PART OF RESTRICTION
(a) AND THE SECOND PART OF RESTRICTION (n), THESE CHANGES WILL NOT AFFECT
CURRENT PORTFOLIO MANAGEMENT AND IT IS INTENDED THAT THE TRUSTEES WOULD BE
ADVISED BEFORE PRACTICES MADE AVAILABLE BY THESE CHANGES WERE IMPLEMENTED.
Restriction (a)(2) prohibits the Fund from deviating from any percentage
restriction set forth in its SAI under "Investment in Warrants." As set forth in
the SAI, the Fund may not invest more than 5% of its assets (at the time of
purchase) in warrants, other than warrants acquired in units or attached to
other securities. Of such 5% not more than 2% of assets at the time of purchase
may be invested in warrants that are not listed on the New York or American
Stock Exchanges. If reclassified as nonfundamental, this restriction could be
revised in the future to permit the purchase of other types or additional
warrants if permitted by law. If reclassification is approved by shareholders,
the Trustees intend to make this policy a separate nonfundamental policy (see
restriction (a)(2) in Exhibit A).
Restriction (a)(3) prohibits the Fund from deviating from any percentage
restriction set forth in its SAI under "Restricted Securities." As set forth in
the SAI, the Fund may not acquire restricted securities and securities for which
there is no readily available market ("unmarketable securities") if, at the time
of acquisition, it will cause the aggregate current value of unmarketable
securities and restricted securities to exceed 10% of the Fund's net assets. In
addition, the Fund may not acquire restricted securities without registration
rights if such acquisition would cause more than 5% of the value of the Fund's
assets at the time of purchase to be invested in restricted securities without
registration rights. If reclassified as nonfundamental, the Trustees intend to
make this policy a separate nonfundamental policy and to amend the policy to
reflect the current view of the staff of the Securities and Exchange Commission
("SEC") with respect to an investment companies investment in restricted and
unmarketable securities which permits a fund to invest up to 15% of its net
assets in
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such securities. The restriction would also provide that the term "restricted
securities" for the purposes of the limitation does not include securities
eligible for resale pursuant to Rule 144A of the Securities Act of 1933 that the
Board of Trustees, or its delegate, determine to be liquid, based upon the
trading markets for the specific security (see restriction (a)(3) in Exhibit A).
The second part of Restriction (n) prohibits investment in equity securities
(other than restricted securities) that are not readily marketable. If
reclassified, the Trustees intend to amend this restriction to permit limited
investment in these securities as described. Recent market developments have
expanded the availability of Rule 144A and other restricted securities. Without
revision of these restrictions, the Fund would be at a competitive disadvantage
to other mutual funds. BASED ON THE LIQUIDITY NEEDS OF THE FUND, THE TRUSTEES
INTEND TO PERMIT INVESTMENT IN RESTRICTED SECURITIES UP TO THE FULL AMOUNT
PERMITTED BY THE SEC AND APPLICABLE LAW IF THIS REVISION IS APPROVED.
Restriction (e) concerning short sales prohibits the Fund from engaging in
such transactions unless they are "against the box" and no more than 15% of net
assets is held as collateral. In a short sale, the Fund would sell a borrowed
security with a corresponding obligation to return the same security. By
becoming nonfundamental, the restriction could be revised in the future to
permit other types of short sales if permitted by law. If reclassification is
approved by shareholders, the Trustees intend to amend this restriction to
provide that the Fund may hold securities or securities exchangeable or
convertible into the securities sold short, and that no more than 25% of the
Fund's net assets may be held as collateral for permissible short sales.
Restriction (j) prohibits the Fund from purchasing a security where
individuals affiliated with the Fund own beneficially more than 5% of that
security. If made nonfundamental, this restriction could be revised in the
future to permit such affiliated investments if relevant law changed. If
reclassified, the Trustees intend to amend this restriction to clarify its
application.
Restriction (k) prohibits the Fund from writing, purchasing or selling put
options, call options or combinations thereof, except that it may purchase or
write call options on futures contracts and write call options on securities
which the Fund owns and it may purchase call options to close out written
positions, provided that such options are on securities listed on a domestic
securities exchange and that no more than 15% of the total assets of the Fund
may be subject to call options. If reclassified, the Trustees intend to amend
this restriction to provide that the Fund may not purchase put or call options
on securities if more than 5% of the Fund's net assets, as measured by the
aggregate of premiums paid, would be so invested.
The first part of Restriction (n) limits the Fund's investment in
unseasoned companies to 5% of its total assets. If reclassified, the Trustees
intend to make minor changes to the language of this restriction as set forth in
Restriction (n) in Exhibit A.
Restriction (o) concerning investment in exploration companies prohibits
the purchase of oil, gas or mineral interests. Such investments are inconsistent
with the Fund's current investment policies, but the restriction could be
eliminated if reclassified
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and if state Blue Sky laws changed. The Trustees intend to make minor clarifying
changes to this restriction if reclassified.
As a result of this proposed reclassification of certain investment
restrictions as nonfundamental, a future change in any of these restrictions
could be effected by the Trustees without shareholder approval if the Trustees
determined that such change was appropriate and desirable. Except as indicated
herein, the Trustees have no present intention of amending or eliminating the
foregoing restrictions which would be reclassified. The Trustees believe,
however, that this reclassification of restrictions will permit the Fund to
respond more rapidly to future changes in the Fund's competitive and regulatory
environment.
AMENDMENT OF CERTAIN RESTRICTIONS
The Trustees also propose the amendment of eight fundamental policies.
THESE CHANGES WILL NOT AFFECT CURRENT PORTFOLIO MANAGEMENT AND IT IS INTENDED
THAT THE TRUSTEES WOULD BE ADVISED BEFORE PRACTICES MADE AVAILABLE BY THESE
CHANGES WERE IMPLEMENTED.
Restriction (b) concerning physical commodities and Restriction (g)
concerning underwriting securities are being amended in order to make minor
clarifying or simplifying changes. The proposed change to Restriction (c)
concerning investments in real estate eliminates the prohibition on investing in
unmarketable real estate investment trusts or real estate mortgages and permits
the Fund to invest in securities secured by real estate and securities of
companies which invest or deal in real estate.
The proposed change to Restriction (d) which concerns purchasing securities
on margin, clarifies that short-term credits obtained to clear purchases and
sales of securities, and the deposit or payment of initial or variation margin
in connection with certain transactions, are not prohibited.
Restriction (f) concerning lending has been amended to reflect current
regulatory restraints and proposed changes to the lending policy of other Eaton
Vance funds. The Fund's existing restriction limits loans of securities to 25%
of the value of the securities loaned. This limitation has been deleted from the
amended policy; however, the Fund does not expect to lend more than 30% of the
value of its total assets.
Restriction (h) concerning concentration of assets prohibits the Fund from
investing more than 25% of total assets in a single industry. The proposed
change clarifies that the electric, gas and telephone utility industries will be
treated as separate industries for purposes of the restriction and that the U.S.
Government is not an industry.
Restriction (i) concerning borrowing, pledging and senior securities has
been revised by deleting the pledging provision and by permitting borrowing and
the issuance of senior securities consistent with the Act. Pledging restrictions
are no longer required by state law. The positions of staff of the Securities
and Exchange Commission on borrowings and senior securities have evolved in
recent years with the development
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of new investment strategies, such as reverse repurchase agreements and futures
transactions. The Fund would like the ability to consider use of new investment
techniques consistent with the Act as interpretations of the Act are further
developed.
Restriction (l) concerning diversification of assets by issuer is more
restrictive than needed to comply with the Act and Subchapter M of the Internal
Revenue Code. The revised restriction comports with these statutes primarily by
having the diversification tests apply to 75%, instead of 100%, of total assets.
VOTE REQUIRED TO APPROVE PROPOSAL 1
Approval of the Proposal requires the affirmative vote of a "majority of
the outstanding voting securities" of the Fund, which term as used in this Proxy
Statement means the vote of the lesser of (a) more than 50% of the outstanding
shares of the Fund, or (b) 67% of the shares of the Fund present at the meeting
if the holders of more than 50% of the outstanding shares of the Fund are
present or represented by proxy at the meeting.
The Trustees have considered various factors and believe that this Proposal
will increase investment management flexibility and is in the best interests of
the Fund's shareholders. If the Proposal is not approved, the Fund's present
fundamental restrictions will remain in effect and a shareholder vote would be
required before the Fund could engage in activities prohibited by a fundamental
restriction. THE TRUSTEES RECOMMEND THAT THE SHAREHOLDERS VOTE IN FAVOR OF THE
ELIMINATION, RECLASSIFICATION AND AMENDMENT OF THE FUND'S INVESTMENT
RESTRICTIONS AS DESCRIBED ABOVE.
PROPOSAL 2. TO AUTHORIZE THE TRUSTEES TO ADOPT AN AMENDED
AND RESTATED DECLARATION OF TRUST
In order to facilitate the investment by the Fund of its investable assets
in the Portfolio, the Trustees recommend that the shareholders authorize them to
adopt and execute an Amended and Restated Declaration of Trust for the Fund in
the form attached to this Proxy Statement as Exhibit B. The Amended and Restated
Declaration of Trust is a more modern form of trust instrument for a
Massachusetts business trust and an investment company under the Act, and will
enhance the Fund's ability to operate effectively in the extremely competitive
market place for similar mutual funds.
The Trustees may amend and restate the existing declaration of trust when
authorized by a majority of the Trustees and a majority of the outstanding
shares of the Fund affected by the amendment. The Trustees approved the
execution of the Amended and Restated Declaration of Trust, and voted to submit
the Amended and Restated Declaration of Trust to the shareholders for their
authorization at this meeting. The Trustees, therefore, unanimously recommend
that the shareholders vote to authorize them to adopt and execute the Amended
and Restated Declaration of Trust.
Two important results of adopting the Amended and Restated Declaration of
Trust will be: (1) the Fund will be specifically authorized to invest its
investable assets in
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securities issued by investment companies registered under the Act; and (2) the
Trustees will be authorized to divide the shares of the Fund into classes of
shares, and to fix and determine the relative rights and preferences as between
the different classes of shares so established. These changes enable the
Trustees to establish classes of shares within each series should they deem it
appropriate to do so in the future. Many other mutual funds which compete with
the Fund have the power to establish classes of shares, and the Trustees
consider this change important if the Fund is to remain competitive in the
market place. The Trustees of the Fund currently do not contemplate establishing
additional classes or series of shares.
In addition, as amended and restated the Declaration of Trust would no
longer require the Fund's shareholders approve any merger, consolidation or sale
of the assets of the Fund. Instead, any such transaction could be approved by a
majority of the Trustees. NEVERTHELESS, THE TRUSTEES INTEND TO SUBMIT TO
SHAREHOLDERS ANY PROPOSAL INVOLVING THE MERGER OF THE FUND WITH AN OPERATING
INVESTMENT COMPANY UNAFFILIATED WITH EATON VANCE MANAGEMENT. The amended and
restated Declaration of Trust would also provide that it could be amended with
the approval of a "majority of the outstanding voting securities" of the Fund,
which means the lesser of (a) more than 50% of the outstanding shares of the
Fund, or (b) 67% of the shares of the Fund present at a meeting if the holders
of more than 50% of the outstanding shares of the Fund are present or
represented by proxy at the meeting. Under the existing Declaration of Trust,
amendments require the approval of a majority of the outstanding shares of the
Fund. The amendment and restatement would, therefore, reduce the percentage of
shares required in order to amend the Declaration of Trust. The Trustees have
also determined to utilize this opportunity to make certain other improvements
in the Fund's governing trust instrument that will modernize other outdated
provisions, permit greater flexibility in the Fund's operations, and result in
possible cost savings in future years.
An affirmative vote of a majority of the outstanding shares of the Fund
entitled to vote at this meeting will be required to authorize the Trustees to
adopt and execute the Amended and Restated Declaration of Trust. THE TRUSTEES
UNANIMOUSLY RECOMMEND THAT THE SHAREHOLDERS VOTE TO AUTHORIZE THE AMENDED AND
RESTATED DECLARATION OF TRUST, THE TERMS OF WHICH ARE SET FORTH IN EXHIBIT B TO
THIS PROXY STATEMENT.
Failure to receive the affirmative vote on this Proposal will not preclude
acting on any other Proposal set forth in this Proxy Statement which has
received the required affirmative vote.
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: The Shareholder Services Group, Inc., Eaton
Vance Group of Funds, Proxy Department, P.O. Box 9122, Hingham, MA 02043-9717.
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ADDITIONAL INFORMATION
The expense of preparing, printing and mailing this Proxy Statement and
enclosures and the cost 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 or telegraph by officers of the Fund, by
personnel of its investment adviser, EVM, its transfer agent, The Shareholder
Services Group, Inc., by broker-dealer firms or by a professional solicitation
organization. The Fund has retained the firm of Management Information Systems,
61 Accord Park Drive, Norwell, MA 02161 to assist in the solicitation of
proxies, for which the Fund will pay an estimated fee of $10,000 plus
out-of-pocket expenses, which will be borne by the Fund. The expenses connected
with the solicitation of these proxies and with any further proxies which may be
solicited by the Fund's officers, by EVM's personnel, by its transfer agent, The
Shareholder Services Group, Inc., by broker-dealer firms or by Management
Information Systems, in person, by telephone or by telegraph will be borne by
the Fund. 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.
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, it will be voted for the matters specified on the proxy
card. Any proxies not voted, will not be counted toward establishing a quorum.
Shareholders should note that while votes to abstain and "broker non-votes" will
be counted toward establishing a quorum, passage of any Proposal being
considered at the meeting will occur only if a sufficient number of votes are
cast for the Proposal. Accordingly, votes to abstain, broker non-votes and votes
against will have the same effect in determining whether a Proposal is approved.
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
December 14, 1995, 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 REPORT
AND ITS MOST RECENT SEMI-ANNUAL REPORT SUCCEEDING THE ANNUAL REPORT TO ANY
SHAREHOLDER
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UPON REQUEST. SHAREHOLDERS DESIRING TO OBTAIN A COPY OF SUCH REPORTS SHOULD
DIRECT ALL WRITTEN REQUESTS TO: THOMAS OTIS, SECRETARY, EATON VANCE INCOME FUND
OF BOSTON, 24 FEDERAL STREET, BOSTON, MASSACHUSETTS 02110, OR SHOULD CALL EATON
VANCE SHAREHOLDER SERVICES AT 1-800-225-6265.
SUBMISSION OF SHAREHOLDER PROPOSALS. The Fund does not hold annual
shareholders' meetings. Shareholders wishing to submit proposals for inclusion
in a proxy statement for a subsequent shareholders' meeting should send their
written proposals to: Secretary, Eaton Vance Income Fund of Boston, 24 Federal
Street, Boston, Massachusetts 02110. Proposals must be received in advance of a
proxy solicitation to be included and the mere submission of a proposal does
not guarantee inclusion in the proxy statement because certain federal
securities law rules must be complied with.
EATON VANCE INCOME FUND OF BOSTON
NOVEMBER 6, 1995
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EXHIBIT A
INVESTMENT RESTRICTIONS
Set forth below are the proposed changes to the Fund's investment
restrictions. [Proposed deletions are in brackets and proposed additions are
underlined.]
As a matter of fundamental policy, the Fund may not:
[(a)(1) Deviate from any percentage restrictions set forth under
"Investment in Foreign Securities", (a)(2) "Investment in Warrants", and (a)(3)
"Restricted Securities";]
*(a)(2) PURCHASE WARRANTS IN EXCESS OF 5% OF ASSETS, OF WHICH 2% MAY BE
WARRANTS WHICH ARE NOT LISTED ON THE NEW YORK OR AMERICAN STOCK EXCHANGES.
*(a)(3) INVEST MORE THAN 15% OF NET ASSETS IN INVESTMENTS WHICH ARE NOT
READILY MARKETABLE, INCLUDING RESTRICTED SECURITIES AND REPURCHASE AGREEMENTS
MATURING IN MORE THAN SEVEN DAYS. RESTRICTED SECURITIES FOR THE PURPOSES OF THIS
LIMITATION DO NOT INCLUDE SECURITIES ELIGIBLE FOR RESALE PURSUANT TO RULE 144A
OF THE SECURITIES ACT OF 1933 THAT THE BOARD OF TRUSTEES, OR ITS DELEGATE,
DETERMINE TO BE LIQUID, BASED UPON THE TRADING MARKETS FOR THE SPECIFIC
SECURITY;
(b) [Invest in] PURCHASE OR SELL physical commodities[,] or contracts for
the purchase or sale of physical commodities;
(c) [Invest in] PURCHASE OR SELL real estate, [or unmarketable securities
of real estate investment trusts or real estate mortgages as such; however, the
Fund may purchase the marketable securities of a real estate investment trust]
ALTHOUGH IT MAY PURCHASE AND SELL SECURITIES WHICH ARE SECURED BY REAL ESTATE
AND SECURITIES OF COMPANIES WHICH INVEST OR DEAL IN REAL ESTATE;
(d) Purchase securities on margin (BUT THE FUND MAY OBTAIN SUCH SHORT-TERM
CREDITS AS MAY BE NECESSARY FOR THE CLEARANCE OF PURCHASES AND SALES OF
SECURITIES). THE DEPOSIT OR PAYMENT BY THE FUND OF INITIAL, MAINTENANCE OR
VARIATION MARGIN IN CONNECTION WITH ALL TYPES OF OPTIONS AND FUTURES CONTRACT
TRANSACTIONS IS NOT CONSIDERED THE PURCHASE OF A SECURITY ON MARGIN;
*(e) Make short sales of securities [except "short sales against-the-box";
in such a short sale at all times during which] OR MAINTAIN A SHORT POSITION,
UNLESS AT ALL TIMES WHEN a short position is open [the Fund must own] IT OWNS an
equal amount of such securities[, or by virtue of ownership of securities have
the unconditional right, without delay and] OR SECURITIES CONVERTIBLE INTO OR
EXCHANGEABLE, without payment of any further consideration, [to obtain an equal
amount of], FOR SECURITIES OF THE SAME ISSUER AS, AND EQUAL IN AMOUNT TO, the
securities sold short [; no], AND UNLESS NOT more than [15%] 25% of [the Fund's]
ITS net assets (taken at [market or other] current value[s]) [will be] is held
as collateral for such sales at any one time. (THE FUND WILL MAKE SUCH SALES
ONLY FOR THE PURPOSE OF DEFERRING REALIZATION OF GAIN OR LOSS FOR FEDERAL INCOME
TAX PURPOSES.);
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(f) [Lend money, but the Fund may invest in all or a portion of an issue of
bonds, debentures, commercial paper, or other similar corporate obligations of
the type that are usually purchased by institutions, whether or not publicly
distributed; the Fund may also make loans of portfolio securities provided the
loan is collateralized in accordance with applicable regulatory requirements and
provided that immediately after any such loan the value of the securities loaned
does not exceed 25% of the total value of the Fund's assets.] MAKE LOANS TO ANY
PERSON EXCEPT BY (i) THE ACQUISITION OF DEBT SECURITIES AND MAKING PORTFOLIO
INVESTMENTS, (ii) ENTERING INTO REPURCHASE AGREEMENTS OR (iii) LENDING PORTFOLIO
SECURITIES;
(g) Underwrite OR PARTICIPATE IN THE MARKETING of securities of others
[companies], except insofar as it [might] MAY TECHNICALLY be deemed to be an
underwriter [for purposes of] IN SELLING A PORTFOLIO SECURITY UNDER
CIRCUMSTANCES WHICH MAY REQUIRE THE REGISTRATION OF THE SAME UNDER the
Securities Act of 1933 [in the resale of any securities held in its own
portfolio];
(h) [Concentrate investments in any particular industry; therefore the Fund
will not purchase the securities of companies in any one industry if thereafter
more than 25% of the value of its assets would consist of securities of
companies in that industry.] PURCHASE ANY SECURITY IF SUCH PURCHASE, AT THE TIME
THEREOF, WOULD CAUSE MORE THAN 25% OF THE FUND'S TOTAL ASSETS TO BE INVESTED IN
ANY SINGLE INDUSTRY, PROVIDED THAT THE ELECTRIC, GAS AND TELEPHONE UTILITY
INDUSTRIES SHALL BE TREATED AS SEPARATE INDUSTRIES FOR PURPOSES OF THIS
RESTRICTION AND FURTHER PROVIDED THAT THERE IS NO LIMITATION WITH RESPECT TO
OBLIGATIONS ISSUED OR GUARANTEED BY THE U.S. GOVERNMENT OR ANY OF ITS AGENCIES
OR INSTRUMENTALITIES;
(i) Borrow [in excess of 10% of the value of its assets, and then only as a
temporary measure for extraordinary or emergency purposes and only in special
cases and for a short time; no assets of the Fund, including its securities or
receivables, may be pledged, mortgaged or otherwise encumbered, transferred or
assigned to secure a debt. For the purpose of this limitation the deposit of
cash, cash equivalents, portfolio securities or other assets in a segregated
account with the Fund's custodian, sub-custodian or transfer agent in connection
with any of the Fund's investment transactions is not considered a pledge of
assets. To the extent that the Fund purchases additional portfolio securities
while such borrowings are outstanding, the Fund may be considered to be
leveraging its assets, which entails the risks that the costs of borrowing may
exceed the return from the securities purchased. (The Fund anticipates paying
interest on borrowed money at rates comparable to its yield and the Fund has no
intention of attempting to increase its net income by means of borrowing] MONEY
OR ISSUE SENIOR SECURITIES EXCEPT AS PERMITTED BY THE INVESTMENT COMPANY ACT OF
1940;
*(j) [Invest in or hold] PURCHASE OR RETAIN IN ITS PORTFOLIO ANY securities
[of any] issued by an issuer [if those] ANY OF WHOSE OFFICERS, DIRECTORS,
TRUSTEES OR SECURITY HOLDERS IS AN officer[s and] or Trustee[s or directors] of
the Fund or [its] IS A MEMBER, OFFICER, DIRECTOR OR TRUSTEE OF AN INVESTMENT
adviser OF THE FUND, IF AFTER THE PURCHASE OF THE SECURITIES OF SUCH ISSUER BY
THE FUND ONE OR MORE OF SUCH PERSONS OWNS beneficially [owning individually]
more than 1/2 of 1% of the SHARES or securities
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<PAGE> 15
or both (all taken at market value) of such issuer AND SUCH PERSONS OWNING MORE
THAN 1/2 OF 1% OF SUCH SHARES OR SECURITIES together own BENEFICIALLY more than
5% of [the] SUCH SHARES or securities OR BOTH (ALL TAKEN AT MARKET VALUE) [of
such issuer];
*(k) [Write,] Purchase [or sell] put[s,] or call[s] [or combinations
thereof, except that it may purchase or write put or call] options on [futures
contracts and may write call options on] securities [which the Fund owns and it
may purchase call options only to close out a position acquired through the
writing of such options. Any call options on securities written or purchased
must be listed on a domestic securities exchange and, at the same time any such
option is written, no] ONLY IF AFTER SUCH PURCHASE more than [1]5% of [the
total] its net assets [of the Fund may be subject to call options] as measured
by the aggregate of the premiums paid for such options, would be so invested;
(l) [Invest] With respect to 75% of the total assets of the Fund, purchase
any security if such purchase, at the time thereof, would cause more than 5% of
the value of [its] the total assets of the Fund (taken at market value) [at time
of purchase, in] to be invested in the securities of [any one] a single issuer,
or [(not including government securities) nor acquire] cause more than 10% of
the total outstanding voting securities of such issuer to be held by the Fund
[or more than 10% of the total value of all outstanding securities of any one
issuer], EXCEPT OBLIGATIONS ISSUED OR GUARANTEED BY THE U.S. GOVERNMENT, ITS
AGENCIES OR INSTRUMENTALITIES AND EXCEPT SECURITIES OF OTHER INVESTMENT
COMPANIES;
[(m) Invest in securities of other investment companies or investment
funds, domestic or foreign;]
*(n) Invest more than 5% of [the value of] its total assets [(at the time
of purchase)] (TAKEN AT CURRENT VALUE) in the securities of [companies that have
operated less] ISSUERS WHICH, INCLUDING THEIR PREDECESSORS, HAVE BEEN IN
OPERATION FOR LESS than three years, [including the operations of predecessors,
and in equity securities (other than restricted securities) which are not
readily marketable]; or
*(o) [Invest in interests in] Purchase oil, gas, or other mineral LEASES OR
PURCHASE PARTNERSHIP INTERESTS IN OIL, GAS OR OTHER MINERAL exploration or
development programs.
- ---------------
* Restriction would be reclassified as a nonfundamental investment restriction.
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<PAGE> 16
EXHIBIT B
AMENDED AND RESTATED DECLARATION OF TRUST
OF
EATON VANCE INCOME FUND OF BOSTON
DATED: NOVEMBER 20, 1995
AMENDED AND RESTATED DECLARATION OF TRUST, made November 20, 1995 by the
undersigned Trustees being a majority of the Trustees in office on such date,
Donald R. Dwight, M. Dozier Gardner, Robert Gluck, Samuel L. Hayes, III, Kenneth
C. Knight, Jerome Preston, Jr., Norton H. Reamer, and John L. Thorndike,
hereinafter referred to collectively as the "Trustees" and individually as a
"Trustee", which terms shall include any successor Trustees or Trustee and any
present Trustees who are not signatories to this instrument.
WHEREAS, on March 27, 1989, the initial Trustees established a trust under
a Declaration of Trust as heretofore amended and restated for the investment and
reinvestment of funds contributed thereto; and
WHEREAS, a majority of the Trustees desire to amend and restate said
Declaration of Trust pursuant to the provisions thereof;
NOW THEREFORE, the Trustees declare that all money and property contributed
to the trust established hereunder shall be held and managed under this
Declaration of Trust as so amended and restated for the benefit of the holders,
from time to time, of the shares of beneficial interest issued hereunder and
subject to the provisions set forth below.
ARTICLE I
NAME AND DEFINITIONS
Section 1.1. NAME. The name of the trust created hereby is Eaton Vance
Income Fund of Boston (the "Trust").
Section 1.2. DEFINITIONS. Wherever they are used herein, the following
terms have the following respective meanings:
(a) "ADMINISTRATOR" means the party, other than the Trust, to a
contract described in Section 3.3. hereof.
(b) "BY-LAWS" means the By-Laws referred to in Section 2.5 hereof, as
from time to time amended.
(c) "CLASS" means any division or Class of Shares within a Series or
Fund, which Class is or has been established within such Series or Fund in
accordance with the provisions of Article V.
(d) The term "COMMISSION" has the meaning given it in the 1940 Act.
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<PAGE> 17
(e) "CUSTODIAN" means any Person other than the Trust who has custody
of any Trust Property as required by Section 17(f) of the 1940 Act, but
does not include a system for the central handling of securities described
in said Section 17(f).
(f) "DECLARATION" means this Declaration of Trust as amended from time
to time. Reference in this Declaration of Trust to "Declaration," "hereof,"
"herein," and "hereunder" shall be deemed to refer to this Declaration
rather than exclusively to the article or section in which such words
appear.
(g) "FUND" or "FUNDS," individually or collectively, means the
separate Series of Shares of the Trust, together with the assets and
liabilities belonging and allocated thereto.
(h) "HIS" shall include the feminine and neuter, as well as the
masculine, genders.
(i) The term "INTERESTED PERSON" has the meaning specified in the 1940
Act subject, however, to such exceptions and exemptions as may be granted
by the Commission in any rule, regulation or order.
(j) "INVESTMENT ADVISER" means the party, other than the Trust, to an
agreement described in Section 3.2 hereof.
(k) The "1940 ACT" means the Investment Company Act of 1940 and the
Rules and Regulations thereunder, as amended from time to time.
(l) "PERSON" means and includes individuals, corporations,
partnerships, trusts, associations, firms, joint ventures and other
entities, whether or not legal entities, as well as governments,
instrumentalities, and agencies and political subdivisions thereof, and
quasi-governmental agencies and instrumentalities.
(m) "PRINCIPAL UNDERWRITER" means the party, other than the Trust, to
a contract described in Section 3.1 hereof.
(n) "PROSPECTUS" means the Prospectus and Statement of Additional
Information included in the Registration Statement of the Trust under the
Securities Act of 1933 as such Prospectus and Statement of Additional
Information may be amended or supplemented and filed with the Commission
from time to time.
(o) "SERIES" individually or collectively means the separately managed
component(s) or Fund(s) of the Trust (or, if the Trust shall have only one
such component or Fund, then that one) as may be established and designated
from time to time by the Trustees pursuant to Section 5.5 hereof.
(p) "SHAREHOLDER" means a record owner of Outstanding Shares. A
Shareholder of Shares of a Series shall be deemed to own a proportionate
undivided beneficial interest in such Series equal to the number of Shares
of such Series of which he is the record owner divided by the total number
of Outstanding Shares of such Series. A Shareholder of Shares of a Class
within a Series shall be deemed
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<PAGE> 18
to own a proportionate undivided beneficial interest in such Class equal to
the number of Shares of such Class of which he is the record owner divided
by the total number of Outstanding Shares of such Class. As used herein the
term "Shareholder" shall, when applicable to one or more Series or Funds or
to one or more Classes thereof, refer to the record owners of Outstanding
Shares of such Series, Fund or Funds or of such Class or Classes of Shares.
(q) "SHARES" means the equal proportionate units of interest into
which the beneficial interest in the Trust shall be divided from time to
time, including the Shares of any and all Series or of any Class within any
Series (as the context may require) which may be established by the
Trustees, and includes fractions of Shares as well as whole Shares.
"Outstanding Shares" means those Shares shown from time to time on the
books of the Trust or its Transfer Agent as then issued and outstanding but
shall not include Shares which have been redeemed or repurchased by the
Trust and which are at the time held in the treasury of the Trust.
(r) "TRANSFER AGENT" means any Person other than the Trust who
maintains the Shareholder records of the Trust, such as the list of
Shareholders, the number of Shares credited to each account, and the like.
(s) "TRUST" means Eaton Vance High Income Trust. As used herein the
term Trust shall, when applicable to one or more Series or Funds, refer to
such Series or Funds.
(t) The "TRUSTEES" means the persons who have signed this Declaration,
so long as they shall continue in office in accordance with the terms
hereof, and all other persons who now serve or may from time to time be
duly elected, qualified and serving as Trustees in accordance with the
provisions of Article II hereof and the By-Laws of the Trust, and reference
herein to a Trustee or the Trustees shall refer to such person or persons
in this capacity or their capacities as trustees hereunder.
(u) "TRUST PROPERTY" means any and all property, real or personal,
tangible or intangible, which is owned or held by or for the account of the
Trust or the Trustees, including any and all assets of or allocated to any
Series or Class, as the context may require.
(v) Except as such term may be otherwise defined by the Trustees in
connection with any meeting or other action of Shareholders or in
conjunction with the establishment of any Series or Class of Shares, the
term "VOTE" when used in connection with an action of Shareholders shall
include a vote taken at a meeting of Shareholders or the consent or
consents of Shareholders taken without such a meeting. Except as such term
may be otherwise defined by the Trustee in connection with any meeting or
other action of Shareholders or in conjunction with the establishment of
any Series or Class of Shares, the term "VOTE OF A MAJORITY OF THE
OUTSTANDING VOTING SECURITIES" as used in Section 8.2 and 8.4 shall have
the same meaning as is assigned to that term in the 1940 Act.
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<PAGE> 19
ARTICLE II
TRUSTEES
Section 2.1. MANAGEMENT OF THE TRUST. The business and affairs of the
Trust shall be managed by the Trustees and they shall have all powers and
authority necessary, appropriate or desirable to perform that function. The
number, term of office, manner of election, resignation, filling of vacancies
and procedures with respect to meetings and actions of the Trustees shall be as
prescribed in the By-Laws of the Trust.
Section 2.2. GENERAL POWERS. The Trustees in all instances shall act as
principals for and on behalf of the Trust and the applicable Series thereof, and
their acts shall bind the Trust and the applicable Series. The Trustees shall
have full power and authority to do any and all acts and to make and execute any
an all contracts and instruments that they may consider necessary, appropriate
or desirable in connection with the management of the Trust. The Trustees shall
not be bound or limited in any way by present or future laws, practices or
customs in regard to trust investments or to other investments which may be made
by fiduciaries, but shall have fully authority and power to make any and all
investments which they, in their uncontrolled discretion, shall deem proper to
promote, implement or accomplish the various objectives and interests of the
Trust and of its Series of Shares. The Trustees shall have full power and
authority to adopt such accounting and tax accounting practices as they consider
appropriate for the Trust and for any Series or Class of Shares. The Trustees
shall have exclusive and absolute control over the Trust Property and over the
business of the Trust to the same extent as if the Trustees were the sole owners
of the Trust Property and business in their own right, and with such full powers
of delegation as the Trustees may exercise from time to time. The Trustees shall
have power to conduct the business of the Trust and carry on its operations in
any and all of its branches and maintain offices both within and without the
Commonwealth of Massachusetts, in any and all states of the United States of
America, in the District of Columbia, and in any and all commonwealths,
territories, dependencies, colonies, possessions, agencies of instrumentalities
of the United States of America and of foreign governments, and to do all such
other things as they deem necessary, appropriate or desirable in order to
promote or implement the interests of the Trust or of any Series or Class of
Shares although such things are not herein specifically mentioned. Any
determination as to what is in the interest of the Trust or of any Series or
Class of Shares made by the Trustees in good faith shall be conclusive and
binding upon all Shareholders. In construing the provisions of this Declaration,
the presumption shall be in favor of a grant of plenary power and authority to
the Trustees.
The enumeration of any specific power in this Declaration shall not be
construed as limiting the aforesaid general and plenary powers.
Section 2.3. INVESTMENTS. The Trustees shall have full power and
authority:
(a) To operate as and carry on the business of an investment company,
and exercise all the powers necessary and appropriate to the conduct of
such operations.
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<PAGE> 20
(b) To acquire or buy, and invest Trust Property in, own, hold for
investment or otherwise, and to sell or otherwise dispose of, all types and
kinds of securities including, but not limited to, stocks, profit-sharing
interests or participations and all other contracts for or evidences of
equity interests, bonds, debentures, warrants and rights to purchase
securities, certificates of beneficial interest, bills, notes and all other
contracts for or evidence of indebtedness, money market instruments
including bank certificates of deposit, finance paper, commercial paper,
bankers' acceptances and other obligations, and all other negotiable and
non-negotiable securities and instruments, however named or described,
issued by corporations, trusts, associations or any other Persons, domestic
or foreign, or issued or guaranteed by the United States of America or any
agency or instrumentality thereof, by the government of any foreign
country, by any State, territory or possession of the United States, by any
political subdivision or agency or instrumentality of any State or foreign
country, or by any other government or other governmental or
quasi-governmental agency or instrumentality, domestic or foreign; to
acquire and dispose of interest in domestic or foreign loans made by banks
and other financial institutions; to deposit any assets of the Trust in any
bank, trust company or banking institution or retain any such assets in
domestic or foreign cash or currency; to purchase and sell gold and silver
bullion, precious or strategic metals, coins and currency of all countries;
to engage in "when issued" and delayed delivery transactions; to enter into
repurchase agreements, reverse repurchase agreements and firm commitment
agreements; to employ all types and kinds of hedging techniques and
investment management strategies; and to change the investments of the
Trust and of each Series.
(c) To acquire (by purchase, subscription or otherwise), to hold, to
trade in and deal in, to acquire any rights or options to purchase or sell,
to sell or otherwise dispose of, to lend and to pledge any Trust Property
or any of the foregoing securities, instruments or investments; to purchase
and sell (or write) options on securities, currency, precious metals and
other commodities, indices, futures contracts and other financial
instruments and assets and enter into closing and other transactions in
connection therewith; to enter into all types of commodities contracts,
including without limitation the purchase and sale of futures contracts on
securities, currency, precious metals and other commodities, indices and
other financial instruments and assets; to enter into forward foreign
currency exchange contracts and other foreign exchange and currency
transactions of all types and kinds; to enter into interest rate, currency
and other swap transactions; and to engage in all types and kinds of
hedging and risk management transactions.
(d) To exercise all rights, powers and privileges of ownership or
interest in all securities and other assets included in the Trust Property,
including without limitation the right to vote thereon and otherwise act
with respect thereto; and to do all acts and things for the preservation,
protection, improvement and enhancement in value of all such securities and
assets.
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<PAGE> 21
(e) To acquire (by purchase, lease or otherwise) and to hold, use,
maintain, lease, develop and dispose of (by sale or otherwise) any type or
kind of property, real or personal, including domestic or foreign currency,
and any right or interest therein.
(f) To borrow money and in this connection issue notes, commercial
paper or other evidence of indebtedness; to secure borrowings by
mortgaging, pledging or otherwise subjecting as security all or any part of
the Trust Property; to endorse, guarantee, or undertake the performance of
any obligation or engagement of any other Person; and to lend all or any
part of the Trust Property to other Persons.
(g) To aid, support or assist by further investment or other action
any Person, any obligation of or interest in which is included in the Trust
Property or in the affairs of which the Trust or any Series has any direct
or indirect interest; to do all acts and things designed to protect,
preserve, improve or enhance the value of such obligation or interest; and
to guarantee or become surety on any or all of the contracts, securities
and other obligations of any such Person.
(h) To carry on any other business in connection with or incidental to
any of the foregoing powers referred to in this Declaration, to do
everything necessary, appropriate or desirable for the accomplishment of
any purpose or the attainment of any object or the furtherance of any power
referred to in this Declaration, either alone or in association with
others, and to do every other act or thing incidental or appurtenant to or
arising out of or connected with such business or purposes, objects or
powers.
The foregoing clauses shall be construed both as objects and powers, and
shall not be held to limit or restrict in any manner the general and plenary
powers of the Trustees.
Notwithstanding any other provision herein, the Trustees shall have full
power in their discretion, without any requirement of approval by Shareholders,
to invest part or all of the Trust Property (or part or all of the assets of any
Fund), or to dispose of part or all of the Trust Property (or part or all of the
assets of any Fund) and invest the proceeds of such disposition, in securities
issued by one or more other investment companies registered under the 1940 Act.
Any such other investment company may (but need not ) be a trust (formed under
the laws of the State of New York or of any other state) which is classified as
a partnership for federal income tax purposes.
Section 2.4. LEGAL TITLE. Legal title to all the Trust Property shall be
vested in the Trustees who from time to time shall be in office. The Trustees
may hold any security or other Trust Property in a form not indicating any
trust, whether in bearer, unregistered or other negotiable form, and may cause
legal title to any security or other Trust Property to be held by or in the name
of one or more of the Trustees, or in the name of the Trust or any Series, or in
the name of a custodian, subcustodian, agent, securities depository, clearing
agency, system for the central handling of securities or other book-entry
system, or in the name of a nominee or nominees of the Trust or a
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<PAGE> 22
Series, or in the name of a nominee or nominees of a custodian, subcustodian,
agent, securities depository, clearing agent, system for the central handling of
securities or other book-entry system, or in the name of any other Person as
nominee. The right, title and interest of the Trustees in the Trust Property
shall vest automatically in each Person who may hereafter become a Trustee. Upon
the termination of the term of office, resignation, removal or death of a
Trustee he shall automatically cease to have any right, title or interest in any
of the Trust Property, and the right, title and interest of such Trustee in the
Trust Property shall vest automatically in the remaining Trustees.
Section 2.5. BY-LAWS. The Trustees shall have full power and authority to
adopt By-Laws providing for the conduct of the business of the Trust and
containing such other provisions as they deem necessary, appropriate or
desirable, and to amend and repeal such By-Laws. Unless the By-Laws specifically
require that Shareholders authorize or approve the amendment or repeal of a
particular provision of the By-Laws, any provision of the By-Laws may be amended
or repealed by the Trustees without Shareholder authorization or approval.
Section 2.6. DISTRIBUTION AND REPURCHASE OF SHARES. The Trustees shall
have full power and authority to issue, sell, repurchase, redeem, retire,
cancel, acquire, hold, resell, reissue, dispose of, transfer, and otherwise deal
in Shares. Shares may be sold for cash or property or other consideration
whenever and in such amounts and manner as the Trustees deem desirable. The
Trustees shall have full power to provide for the distribution of Shares either
through one or more principal underwriters or by the Trust itself, or both. The
Trustees shall have full power and authority to cause the Trust and any Series
and Class of Shares to finance distribution activities in the manner described
in Section 3.7, and to authorize the Trust, on behalf of one or more Series or
Classes of Shares, to adopt or enter into one or more plans or arrangements
whereby multiple Series and Classes of Shares may be issued and sold to various
types of investors.
Section 2.7. DELEGATION. The Trustees shall have full power and authority
to delegate from time to time to such of their number or to officers, employees
or agents of the Trust or to other Persons the doing of such things and the
execution of such agreements or other instruments either in the name of the
Trust or any Series of the Trust or the names of the Trustees or otherwise as
the Trustees may deem desirable or expedient.
Section 2.8. COLLECTION AND PAYMENT. The Trustees shall have full power
and authority to collect all property due to the Trust; to pay all claims,
including taxes, against the Trust or Trust Property; to prosecute, defend,
compromise, settle or abandon any claims relating to the Trust or Trust
Property; to foreclose any security interest securing any obligations, by virtue
of which any property is owed to the Trust; and to enter into releases,
agreements and other instruments.
Section 2.9. EXPENSES. The Trustees shall have full power and authority
to incur on behalf of the Trust or any Series or Class of Shares and pay any
costs or expenses which the Trustees deem necessary, appropriate, desirable or
incidental to carry out, implement or enhance the business or operations of the
Trust or any Series
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<PAGE> 23
thereof, and to pay compensation from the funds of the Trust to themselves as
Trustees. The Trustees shall determine the compensation of all officers,
employees and Trustees of the Trust. The Trustees shall have full power and
authority to cause the Trust to charge all or any part of any cost, expense or
expenditure (including without limitation any expense of selling or distributing
Shares) or tax against the principal or capital of the Trust or any Series or
Class of Shares, and to credit all or any part of the profit, income or receipt
(including without limitation any deferred sales charge or fee, whether
contingent or otherwise, paid or payable to the Trust or any Series or Class of
Shares on any redemption or repurchase of Shares) to the principal or capital of
the Trust or any Series or Class of Shares.
Section 2.10. MANNER OF ACTING. Except as otherwise provided herein or in
the By-Laws, the Trustees and committees of the Trustees shall have full power
and authority to act in any manner which they deem necessary, appropriate or
desirable to carry out, implement or enhance the business or operations of the
Trust or any Series thereof.
Section 2.11. MISCELLANEOUS POWERS. The Trustees shall have full power
and authority to: (a) distribute to Shareholders all or any part of the earnings
or profits, surplus (including paid-in surplus), capital (including paid-in
capital) or assets of the Trust or of any Series or Class of Shares, the amount
of such distributions and the manner of payment thereof to be solely at the
discretion of the Trustees; (b) employ, engage or contract with such Persons as
the Trustees may deem desirable for the transaction of the business or
operations of the Trust or any Series thereof; (c) enter into or cause the Trust
or any Series thereof to enter into joint ventures, partnerships (whether as
general partner, limited partner or otherwise) and any other combinations or
associations; (d) remove Trustees or fill vacancies in or add to their number,
elect and remove such officers and appoint and terminate such agents or
employees or other Persons as they consider appropriate, and appoint from their
own number, and terminate, any one or more committees which may exercise some or
all of the power and authority of the Trustees as the Trustees may determine;
(e) purchase, and pay for out of Trust Property, insurance policies which may
insure such of the Shareholders, Trustees, officers, employees, agents,
investment advisers, administrators, principal underwriters, distributors or
independent contractors of the Trust as the Trustees deem appropriate against
loss or liability arising by reason of holding any such position or by reason of
any action taken or omitted by any such Person in such capacity, whether or not
constituting negligence, or whether or not the Trust would have the power to
indemnify such Person against such loss or liability; (f) establish pension,
profit-sharing, share purchase, and other retirement, incentive and benefit
plans for any Trustees, officers, employees and agents of the Trust; (g)
indemnify or reimburse any Person with whom the Trust or any Series thereof has
dealings, including without limitation the Investment Adviser, Administrator,
Principal Underwriter, Transfer Agent and financial service firms, to such
extent as the Trustees shall determine; (h) guarantee the indebtedness or
contractual obligations of other Persons; (i) determine and change the fiscal
year of the Trust or any Series thereof and the methods by which its and their
books, accounts and records shall be kept; and (j) adopt a seal for the
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Trust, but the absence of such seal shall not impair the validity of any
instrument executed on behalf of the Trust or any Series thereof.
Section 2.12. LITIGATION. The Trustees shall have full power and
authority, in the name and on behalf of the Trust, to engage in and to
prosecute, defend, compromise, settle, abandon, or adjust by arbitration or
otherwise, any actions, suits, proceedings, disputes, claims and demands
relating to the Trust, and out of the assets of the Trust or any Series thereof
to pay or to satisfy any liabilities, losses, debts, claims or expenses
(including without limitation attorneys' fees) incurred in connection therewith,
including those of litigation, and such power shall include without limitation
the power of the Trustees or any committee thereof, in the exercise of their or
its good faith business judgment, to dismiss or terminate any action, suit,
proceeding, dispute, claim or demand, derivative or otherwise, brought by any
Person, including a Shareholder in his own name or in the name of the Trust or
any Series thereof, whether or not the Trust or any Series thereof or any of the
Trustees may be named individually therein or the subject matter arises by
reason of business for or on behalf of the Trust or any Series thereof.
ARTICLE III
CONTRACTS
Section 3.1. PRINCIPAL UNDERWRITER. The Trustees may in their discretion
from time to time authorize the Trust to enter into one or more contracts
providing for the sale of the Shares. Pursuant to any such contract the Trust
may either agree to sell the Shares to the other party to the contract or
appoint such other party its sales agent for such Shares. In either case, any
such contract shall be on such terms and conditions as the Trustees may in their
discretion determine; and any such contract may also provide for the repurchase
or sale of Shares by such other party as principal or as agent of the Trust.
Section 3.2. INVESTMENT ADVISER. The Trustees may in their discretion
from time to time authorize the Trust to enter into one or more investment
advisory agreements, or, if the Trustees establish multiple Series, separate
investment advisory agreements, with respect to one or more Series whereby the
other party or parties to any such agreements shall undertake to furnish the
Trust or such Series investment advisory and research facilities and services
and such other facilities and services, if any, as the Trustees shall consider
desirable and all upon such terms and conditions as the Trustees may in their
discretion determine. Notwithstanding any provisions of this Declaration, the
Trustees may authorize the Investment Adviser, in its discretion and without any
prior consultation with the Trust, to buy, sell, lend and otherwise trade and
deal in any and all securities, commodity contracts and other investments and
assets of the Trust and of each Series and to engage in and employ all types of
transactions and strategies in connection therewith. Any such action taken
pursuant to such agreement shall be deemed to have been authorized by all of the
Trustees.
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The Trustees may also authorize the Trust to employ, or authorize the
Investment Adviser to employ, one or more sub-investment advisers from time to
time to perform such of the acts and services of the Investment Adviser and upon
such terms and conditions as may be agreed upon between the Investment Adviser
and such sub-investment adviser and approved by the Trustees.
Section 3.3. ADMINISTRATOR. The Trustees may in their discretion from
time to time authorize the Trust to enter into an administration agreement or,
if the Trustees establish multiple Series or Classes, separate administration
agreements with respect to one or more Series or Classes, whereby the other
party to such agreement shall undertake to furnish to the Trust or a Series or a
Class thereof with such administrative facilities and services and such other
facilities and services, if any, as the Trustees consider desirable and all upon
such terms and conditions as the Trustees may in their discretion determine.
Section 3.4. OTHER SERVICE PROVIDERS. The Trustees may in their
discretion from time to time authorize the Trust to enter into one or more
agreements with respect to one or more Series or Classes of Shares whereby the
other party or parties to any such agreements will undertake to provide to the
Trust or Series or Class or Shareholders or beneficial owners of Shares such
services as the Trustees consider desirable and all upon such terms and
conditions as the Trustees in their discretion may determine.
Section 3.5. TRANSFER AGENTS. The Trustees may in their discretion from
time to time appoint one or more transfer agents for the Trust or any Series
thereof. Any contract with a transfer agent shall be on such terms and
conditions as the Trustees may in their discretion determine.
Section 3.6. CUSTODIAN. The Trustees may appoint a bank or trust company
having an aggregate capital, surplus and undivided profits (as shown in its last
published report) of at least $2,000,000 as the principal custodian of the Trust
(the "Custodian") with authority as its agent to hold cash and securities owned
by the Trust and to release and deliver the same upon such terms and conditions
as may be agreed upon between the Trust and the Custodian.
Section 3.7. PLANS OF DISTRIBUTION. The Trustees may in their discretion
authorize the Trust, on behalf of one or more Series or Classes of Shares, to
adopt or enter into a plan or plans of distribution and any related agreements
whereby the Trust or Series or Class may finance directly or indirectly any
activity which is primarily intended to result in sales of Shares or any
distribution activity within the meaning of Rule 12b-1 (or successor rule) under
the 1940 Act. Such plan or plans of distribution and any related agreements may
contain such terms and conditions as the Trustees may in their discretion
determine, subject to the requirements of the 1940 Act and any other applicable
rules and regulations.
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Section 3.8. AFFILIATIONS. The fact that:
(i) any of the Shareholders, Trustees or officers of the Trust is a
shareholder, creditor, director, officer, partner, trustee or employee of
or has any interest in any Person or any parent or affiliate of any such
Person, with which a contract or agreement of the character described in
Sections 3.1, 3.2, 3.3, 3.4, 3.5 or 3.6 above has been or will be made or
to which payments have been or will be made pursuant to a plan or related
agreement described in Section 3.7 above, or that any such Person, or any
parent or affiliate thereof, is a Shareholder of or has an interest in the
Trust, or that
(ii) any such Person also has similar contracts, agreements or plans
with other investment companies (including, without limitation, the
investment companies referred to in the last paragraph of Section 2.3) or
organizations, or has other business activities or interests, shall not
affect in any way the validity of any such contract, agreement or plan or
disqualify any Shareholder, Trustee or officer of the Trust from
authorizing, voting upon or executing the same or create any liability or
accountability to the Trust or its Shareholders.
ARTICLE IV
LIMITATIONS OF LIABILITY OF SHAREHOLDERS, TRUSTEES AND OTHERS
Section 4.1. NO PERSONAL LIABILITY OF SHAREHOLDERS, TRUSTEES, OFFICERS AND
EMPLOYEES. No Shareholder shall be subject to any personal liability whatsoever
to any Person in connection with Trust Property or the acts, obligations or
affairs of the Trust or any Series thereof. All Persons dealing or contracting
with the Trustees as such or with the Trust or any Series thereof shall have
recourse only to the Trust or such Series for the payment of their claims or for
the payment or satisfaction of claims, obligations or liabilities arising out of
such dealings or contracts. No Trustee, officer or employee of the Trust,
whether past, present or future, shall be subject to any personal liability
whatsoever to any such Person, and all such Persons shall look solely to the
Trust Property, or to the assets of one or more specific Series of the Trust if
the claim arises from the act, omission or other conduct of such Trustee,
officer or employee with respect to only such Series, for satisfaction of claims
of any nature arising in connection with the affairs of the Trust or such
Series. If any Shareholder, Trustee, officer or employee, as such, of the Trust
or any Series thereof, is made a party to any suit or proceeding to enforce any
such liability of the Trust or any Series thereof, he shall not, on account
thereof, be held to any personal liability.
Section 4.2. TRUSTEE'S GOOD FAITH ACTION; ADVICE OF OTHERS; NO BOND OR
SURETY. The exercise by the Trustees of their powers and discretions hereunder
shall be binding upon everyone interested. A Trustee shall not be liable for
errors of judgment or mistakes of fact or law. The Trustees shall not be
responsible or liable in any event for any neglect or wrongdoing of any officer,
agent, employee, consultant, investment adviser or other adviser, administrator,
distributor or principal underwriter, custodian or transfer, dividend
disbursing, shareholder servicing or accounting agent of
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the Trust, nor shall any Trustee be responsible for the act or omission of any
other Trustee. The Trustees may take advice of counsel or other experts with
respect to the meaning and operation of this Declaration and their duties as
Trustees, and shall be under no liability for any act or omission in accordance
with such advice or for failing to follow such advice. In discharging their
duties, the Trustees, when acting in good faith, shall be entitled to rely upon
the records, books and accounts of the Trust and upon reports made to the
Trustees by any officer, employee, agent, consultant, accountant, attorney,
investment adviser or other adviser, principal underwriter, expert, professional
firm or independent contractor. The Trustees as such shall not be required to
give any bond or surety or any other security for the performance of their
duties. No provision of this Declaration shall protect any Trustee or officer of
the Trust against any liability to the Trust or its Shareholders to which he
would otherwise be subject by reason of his own willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties involved in the conduct of
his office.
Section 4.3. INDEMNIFICATION. The Trustees may provide, whether in the
By-Laws or by contract, vote or other action, for the indemnification by the
Trust or by any Series thereof of the Shareholders, Trustees, officers and
employees of the Trust and of such other Persons as the Trustees in the exercise
of their discretion may deem appropriate or desirable. Any such indemnification
may be mandatory or permissive, and may be insured against by policies
maintained by the Trust.
Section 4.4. NO DUTY OF INVESTIGATION. No purchaser, lender or other
Person dealing with the Trustees or any officer, employee or agent of the Trust
or a Series thereof shall be bound to make any inquiry concerning the validity
of any transaction purporting to be made by the Trustees or by said officer,
employee or agent or be liable for the application of money or property paid,
loaned, or delivered to or on the order of the Trustees or of said officer,
employee or agent. Every obligation, contract, instrument, certificate, Share,
other security of the Trust or a Series thereof or undertaking, and every other
act or thing whatsoever executed in connection with the Trust shall be
conclusively presumed to have been executed or done by the executors thereof
only in their capacity as Trustees under this Declaration or in their capacity
as officers, employees or agents of the Trust or a Series thereof. Every written
obligation, contract, instrument, certificate, Share, other security of the
Trust or a Series thereof or undertaking made or issued by the Trustees may
recite that the same is executed or made by them not individually, but as
Trustees under the Declaration, and that the obligations of the Trust or a
Series thereof under any such instrument are not binding upon any of the
Trustees or Shareholders individually, but bind only the Trust Property or the
Trust Property of the applicable Series, and may contain any further recital
which they may deem appropriate, but the omission of any such recital shall not
operate to bind the Trustees or Shareholders individually.
Section 4.5. RELIANCE ON RECORDS AND EXPERTS. Each Trustee, officer or
employee of the Trust or a Series thereof shall, in the performance of his
duties, be fully and completely justified and protected with regard to any act
or any failure to act resulting from reliance in good faith upon the records,
books and accounts of the Trust
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or a Series thereof, upon an opinion or other advice of legal counsel, or upon
reports made or advice given to the Trust or a Series thereof by any Trustee or
any of its officers or employees or by the Investment Adviser, the
Administrator, the Custodian, the Principal Underwriter, Transfer Agent,
accountants, appraisers or other experts, advisers, consultants or professionals
selected with reasonable care by the Trustees or officers of the Trust,
regardless of whether the person rendering such report or advice may also be a
Trustee, officer or employee of the Trust.
ARTICLE V
SHARES OF BENEFICIAL INTEREST
Section 5.1. BENEFICIAL INTEREST. The interest of the beneficiaries
hereunder shall be divided into transferable Shares of beneficial interest
without par value. The number of such Shares of beneficial interest authorized
hereunder is unlimited, and the number of Shares of each Series or Class thereof
that may be issued hereunder is unlimited. The Trustees shall have the exclusive
authority without the requirement of Shareholder authorization or approval to
establish and designate one or more Series of Shares and one or more Classes
thereof as the Trustees deem necessary, appropriate or desirable. Each Share of
any Series shall represent a beneficial interest only in the assets of that
Series. Subject to the provisions of Section 5.5 hereof, the Trustees may also
authorize the creation of additional Series of Shares (the proceeds of which may
be invested in separate and independent investment portfolios) and additional
Classes of Shares within any Series. All Shares issued hereunder including,
without limitation, Shares issued in connection with a dividend or distribution
in Shares or a split in Shares, shall be fully paid and nonassessable.
Section 5.2. RIGHTS OF SHAREHOLDERS. The ownership of the Trust Property
of every description and the right to conduct any business of the Trust are
vested exclusively in the Trustees, and the Shareholders shall have no interest
therein other than the beneficial interest conferred by their Shares, and they
shall have no right to call for any partition or division of any property,
profits, rights or interests of the Trust or of any Fund nor can they be called
upon to share or assume any losses of the Trust or of any Fund or suffer an
assessment of any kind by virtue of their ownership of Shares. The Shares shall
be personal property giving only the rights specifically set forth in this
Declaration. The Shares shall not entitle the holder to preference, preemptive,
appraisal, conversion or exchange rights, except as the Trustees may
specifically determine with respect to any Series or Class of Shares.
Section 5.3. TRUST ONLY. It is the intention of the Trustees to create
only the relationship of Trustee and beneficiary between the Trustees and each
Shareholder from time to time. It is not the intention of the Trustees to create
a general partnership, limited partnership, joint stock association,
corporation, bailment or any form of legal relationship other than a
Massachusetts business trust. Nothing in this Declaration shall be construed to
make the Shareholders, either by themselves or with the Trustees, partners or
members of a joint stock association.
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Section 5.4. ISSUANCE OF SHARES. The Trustees in their discretion may,
from time to time and without any authorization or vote of the Shareholders,
issue Shares, in addition to the then issued and outstanding Shares and Shares
held in the treasury, to such party or parties and for such amount and type of
consideration, including cash or property, at such time or times and on such
terms as the Trustees may deem appropriate or desirable, except that only Shares
previously contracted to be sold may be issued during any period when the right
of redemption is suspended pursuant to Section 6.9 hereof, and may in such
manner acquire other assets (including the acquisition of assets subject to, and
in connection with the assumption of, liabilities) and businesses. In connection
with any issuance of Shares, the Trustees may issue fractional Shares and
reissue and resell full and fractional Shares held in the treasury. The Trustees
may from time to time divide or combine the Shares of the Trust or, if the
Shares be divided into Series or Classes, of any Series or any Class thereof of
the Trust, into a greater or lesser number without thereby changing the
proportionate beneficial interests in the Trust or in the Trust Property
allocated or belonging to such Series or Class. Contributions to the Trust or
Series thereof may be accepted for, and Shares shall be redeemed as, whole
Shares and/or fractional Shares as the Trustees may in their discretion
determine. The Trustees may authorize the issuance of certificates of beneficial
interest to evidence the ownership of Shares. Shares held in the treasury shall
not be voted nor shall such Shares be entitled to any dividends or other
distributions declared with respect thereto.
Section 5.5. SERIES AND CLASS DESIGNATIONS. Without limiting the
exclusive authority of the Trustees set forth in Section 5.1 to establish and
designate any further Series, it is hereby confirmed that the Trust consists of
no outstanding Series and no distinct classes of Shares of any Series. The
Shares of any Series and Classes thereof that may from time to time be
established and designated by the Trustees shall be established and designated,
and the variations in the relative rights and preferences as between the
different Series and Classes shall be fixed and determined, by the Trustees
(unless the Trustees otherwise determine with respect to Series or Classes at
the time of establishing and designating the same); provided, that all Shares
shall be identical except that there may be variations so fixed and determined
between different Series or Classes thereof as to investment objective, policies
and restrictions, sales charges, purchase prices, determination of net asset
value, assets, liabilities, expenses, costs, charges and reserves belonging or
allocated thereto, the price, terms and manner of redemption or repurchase,
special and relative rights as to dividends and distributions and on
liquidation, conversion rights, exchange rights, and voting rights. All
references to Shares in this Declaration shall be deemed to be Shares of any or
all Series or Classes as the context may require. As to any division of Shares
of the Trust into Series or Classes, the following provisions shall be
applicable:
(i) The number of authorized Shares and the number of Shares of each
Series or Class thereof that may be issued shall be unlimited. The Trustees
may classify or reclassify any unissued Shares or any Shares previously
issued and reacquired of any Series or Class into one or more other Series
or one or more other Classes that may be established and designated from
time to time. The
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Trustees may hold as treasury shares (of the same or some other Series or
Class), reissue for such consideration and on such terms as they may
determine, or cancel any Shares of any Series or Class reacquired by the
Trust at their discretion from time to time.
(ii) All consideration received by the Trust for the issue or sale of
Shares of a particular Series, together with all assets in which such
consideration is invested or reinvested, all income, earnings, profits, and
proceeds thereof, including any proceeds derived from the sale, exchange or
liquidation of such assets, and any funds or payments derived from any
reinvestment of such proceeds in whatever form the same may be, shall
irrevocably belong to that Series for all purposes, subject only to the
rights of creditors of such Series and except as may otherwise be required
by applicable tax laws, and shall be so recorded upon the books of account
of the Trust. In the event that there are any assets, income, earnings,
profits, and proceeds thereof, funds, or payments which are not readily
identifiable as belonging to any particular Series, the Trustees or their
delegate shall allocate them among any one or more of the Series
established and designated from time to time in such manner and on such
basis as the Trustees in their sole discretion deem fair and equitable.
Each such allocation by the Trustees or their delegate shall be conclusive
and binding upon the Shareholders of all Series for all purposes. No holder
of Shares of any Series shall have any claim on or right to any assets
allocated or belonging to any other Series.
(iii) Any general liabilities, expenses, costs, charges or reserves of
the Trust which are not readily identifiable as belonging to any particular
Series shall be allocated and charged by the Trustees or their delegate to
and among any one or more of the Series established and designated from
time to time in such manner and on such basis as the Trustees in their sole
discretion deem fair and equitable. The assets belonging to each particular
Series shall be charged with the liabilities, expenses, costs, charges and
reserves of the Trust so allocated to that Series and all liabilities,
expenses, costs, charges and reserves attributable to that Series which are
not readily identifiable as belonging to any particular Class thereof. Each
allocation of liabilities, expenses, costs, charges and reserves by the
Trustees or their delegate shall be conclusive and binding upon the
Shareholders of all Series and Classes for all purposes. The Trustees shall
have full discretion to determine which items are capital; and each such
determination shall be conclusive and binding upon the Shareholders. The
assets of a particular Series of the Trust shall, under no circumstances,
be charged with liabilities, expenses, costs, charges and reserves
attributable to any other Series or Class thereof of the Trust. All Persons
extending credit to, or contracting with or having any claim against a
particular Series of the Trust shall look only to the assets of that
particular Series for payment of such credit, contract or claim.
(iv) Dividends and distributions of Shares of a particular Series or
Class may be paid or credited in such manner and with such frequency as the
Trustees may determine, to the holders of Shares of that Series or Class,
from such of the
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earnings or profits, surplus (including paid-in surplus), capital
(including paid-in capital) or assets belonging to that Series, as the
Trustees may deem appropriate or desirable, after providing for actual and
accrued liabilities, expenses, costs, charges and reserves belonging and
allocated to that Series or Class. Such dividends and distributions may be
paid daily or otherwise pursuant to the offering prospectus relating to the
Shares or pursuant to a standing vote or votes of the Trustees adopted only
once or from time to time or pursuant to other authorization or instruction
of the Trustees. All dividends and distributions on Shares of a particular
Series or Class shall be distributed pro rata to the Shareholders of that
Series or Class in proportion to the number of Shares of that Series or
Class held by such Shareholders at the time of record established for the
payment or crediting of such dividends or distributions.
(v) Each Share of a Series of the Trust shall represent a beneficial
interest in the net assets of such Series. Each holder of Shares of a
Series or Class thereof shall be entitled to receive his pro rata share of
distributions of income and capital gains made with respect to such Series
or Class net of liabilities, expenses, costs, charges and reserves
belonging and allocated to such Series or Class. Upon redemption of his
Shares or indemnification for liabilities incurred by reason of his being
or having been a Shareholder of a Series or Class, such Shareholder shall
be paid solely out of the funds and property of such Series of the Trust.
Upon liquidation or termination of a Series or Class thereof of the Trust,
a Shareholder of such Series or Class thereof shall be entitled to receive
a pro rata share of the net assets of such Series based on the net asset
value of his Shares. A Shareholder of a particular Series of the Trust
shall not be entitled to commence or participate in a derivative or class
action on behalf of any other Series or the Shareholders of any other
Series of the Trust.
(vi) On any matter submitted to a vote of Shareholders, the Shares
entitled to vote thereon and the manner in which such Shares shall be voted
shall be as set forth in the By-Laws or proxy materials for the meeting or
other solicitation materials or as otherwise determined by the Trustees,
subject to any applicable requirements of the 1940 Act. The Trustees shall
have full power and authority to call meetings of the Shareholders of a
particular Class or Classes of Shares or of one or more particular Series
of Shares, or otherwise call for the action of such Shareholders on any
particular matter.
(vii) Except as otherwise provided in this Article V, the Trustees
shall have full power and authority to determine the designations,
preferences, privileges, sales charges, purchase prices, assets,
liabilities, expenses, costs, charges and reserves belonging or allocated
thereto, limitations and rights, including without limitation voting,
dividend, distribution and liquidation rights, of each Class and Series of
Shares. Subject to any applicable requirements of the 1940 Act, the
Trustees shall have the authority to provide that Shares of one Class shall
be automatically converted into Shares of another Class of the same Series
or that the holders of Shares of any Series or Class shall have the right
to convert or
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exchange such Shares into Shares of one or more other Series or Classes of
Shares, all in accordance with such requirements, conditions and procedures
as may be established by the Trustees.
(viii) The establishment and designation of any Series or Class of
Shares shall be effective upon the execution by a majority of the then
Trustees of an instrument setting forth such establishment and designation
and the relative rights and preferences of such Series or Class, or as
otherwise provided in such instrument. The Trustees may by an instrument
subsequently executed by a majority of their number amend, restate or
rescind any prior instrument relating to the establishment and designation
of any such Series or Class. Each instrument referred to in this paragraph
shall have the status of an amendment to this Declaration in accordance
with Section 8.4 hereof, and a copy of such instrument shall be filed in
accordance with Section 10.2 hereof.
Section 5.6. ASSENT TO DECLARATION OF TRUST AND BY-LAWS. Every
Shareholder, by virtue of having become a Shareholder, shall be held to have
expressly assented and agreed to all the terms and provisions of this
Declaration and of the By-Laws of the Trust.
ARTICLE VI
REDEMPTION AND REPURCHASE OF SHARES
Section 6.1. REDEMPTION OF SHARES. (a) Shares of the Trust shall be
redeemable, at such times and in such manner as may be permitted by the Trustees
from time to time. The Trustees shall have full power and authority to vary and
change the right of redemption applicable to the various Series and Classes of
Shares established by the Trustees. Redeemed or repurchased Shares may be resold
by the Trust. The Trust may require any Shareholder to pay a sales charge to the
Trust, the Principal Underwriter or any other Person designated by the Trustees
upon redemption or repurchase of Shares in such amount and upon such conditions
as shall be determined from time to time by the Trustees.
(b) The Trust shall redeem the Shares of the Trust or any Series or Class
thereof at the price determined as hereinafter set forth, upon the appropriately
verified written application of the record holder thereof (or upon such other
form of request as the Trust may use for the purpose) deposited at such office
or agency as may be designated from time to time for that purpose by the
Trustees. The Trust may from time to time establish additional requirements,
terms, conditions and procedures, not inconsistent with the 1940 Act, relating
to the redemption of Shares.
Section 6.2. PRICE. Shares shall be redeemed at a price based on their
net asset value determined as set forth in Section 7.1 hereof as of such time as
the Trustees shall prescribe. The amount of any sales charge or redemption fee
payable upon redemption of Shares may be deducted from the proceeds of such
redemption.
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Section 6.3. PAYMENT. Payment of the redemption price of Shares thereof
shall be made in cash or in property to the Shareholder at such time and in the
manner, not inconsistent with the 1940 Act, as may be specified from time to
time in the then effective prospectus relating to such Shares, subject to the
provisions of Sections 6.4 and 6.9 hereof. Notwithstanding the foregoing, the
Trust or its agent may withhold from such redemption proceeds any amount arising
(i) from a liability of the redeeming Shareholder to the Trust or (ii) in
connection with any federal or state tax withholding requirements.
Section 6.4. EFFECT OF SUSPENSION OF DETERMINATION OF NET ASSET VALUE.
If, pursuant to Section 7.1 hereof, the Trust shall declare a suspension of the
determination of net asset value with respect to Shares of the Trust or of any
Series or Class thereof, the rights of Shareholders (including those who
shall have applied for redemption pursuant to Section 6.1 hereof but who shall
not yet have received payment) to have Shares redeemed and paid for by the
Trust or a Series shall be suspended until the termination of such suspension
is declared. Any record holder who shall have his redemption right so suspended
may, during the period of such suspension, by appropriate written notice at the
office or agency where his application or request for redemption was made,
withdraw his application or request and withdraw any Share certificates on
deposit.
Section 6.5. REPURCHASE BY AGREEMENT. The Trust may repurchase Shares
directly, or through the Principal Underwriter or another agent designated for
the purpose, by agreement with the owner thereof at a price not exceeding the
net asset value per share determined as of such time as the Trustees shall
prescribe. The Trust may from time to time establish the requirements, terms,
conditions and procedures relating to such repurchases, and the amount of any
sales charge or repurchase fee payable on any repurchase of Shares may be
deducted from the proceeds of such repurchase.
Section 6.6. REDEMPTION OF SHAREHOLDER'S INTEREST. The Trustees, in their
sole discretion, may cause the Trust to redeem all of the Shares of one or more
Series or Class thereof held by any Shareholder if the value of such Shares held
by such Shareholder is less than the minimum amount established from time to
time by the Trustees.
Section 6.7. REDEMPTION OF SHARES IN ORDER TO QUALIFY AS REGULATED
INVESTMENT COMPANY; DISCLOSURE OF HOLDING. (a) If the Trustees shall, at any
time and in good faith, be of the opinion that direct or indirect ownership of
Shares or other securities of the Trust has or may become concentrated in any
Person to an extent which would disqualify the Trust or any Series of the Trust
as a regulated investment company under the Internal Revenue Code of 1986, then
the Trustees shall have the power by lot or other means deemed equitable by them
(i) to call for redemption by any such Person a number, or principal amount, of
Shares or other securities of the Trust or any Series of the Trust sufficient to
maintain or bring the direct or indirect ownership of Shares or other securities
of the Trust or any Series of the Trust into conformity with the requirements
for such qualification and (ii) to refuse to transfer or issue Shares or
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other securities of the Trust or any Series of the Trust to any Person whose
acquisition of the Shares or other securities of the Trust in question would
result in such disqualification. The redemption shall be effected in the manner
provided in Section 6.1 and at the redemption price referred to in Section 6.2.
(b) The holders of Shares or other securities of the Trust shall upon
demand disclose to the Trustees in writing such information with respect to
direct and indirect ownership of Shares or other securities of the Trust as the
Trustees deem necessary to comply with the provisions of the Internal Revenue
Code of 1986, or to comply with the requirements of any other taxing authority.
Section 6.8. REDUCTIONS IN NUMBER OF OUTSTANDING SHARES PURSUANT TO NET
ASSET VALUE FORMULA. The Trust may also reduce the number of outstanding Shares
of the Trust or of any Series or Class thereof pursuant to the provisions of
Section 7.3.
Section 6.9. SUSPENSION OF RIGHT OF REDEMPTION. The Trust may declare a
suspension of the right of redemption or postpone the date of payment or
redemption for the whole or any part of any period (i) during which the New York
Stock Exchange is closed other than customary weekend and holiday closings, (ii)
during which trading on the New York Stock Exchange is restricted, (iii) during
which an emergency exists as a result of which disposal by the Trust or a Fund
of securities owned by it is not reasonably practicable or it is not reasonably
practicable for the Trust or a Fund fairly to determine the value of its net
assets, or (iv) as the Commission may by order permit for the protection of
security holders of the Trust. Such suspension shall take effect at such time as
the Trust shall specify but not later than the close of business on the business
day next following the declaration of suspension, and thereafter there shall be
no right of redemption or payment on redemption until the Trust shall declare
the suspension at an end, except that the suspension shall terminate in any
event on the first day on which said stock exchange shall have reopened or the
period specified in (ii) or (iii) shall have expired (as to which in the absence
of an official ruling by the Commission, the determination of the Trust shall be
conclusive). In the case of a suspension of the right of redemption, a
Shareholder may either withdraw his application or request for redemption or
receive payment based on the net asset value existing after the termination of
the suspension.
ARTICLE VII
DETERMINATION OF NET ASSET VALUE, NET INCOME AND DISTRIBUTIONS
Section 7.1. NET ASSET VALUE. The net asset value of each outstanding
Share of the Trust or of each Series or Class thereof shall be determined on
such days and at or as of such time or times as the Trustees may determine. Any
reference in this Declaration to the time at which a determination of net asset
value is made shall mean the time as of which the determination is made. The
power and duty to determine net asset value may be delegated by the Trustees
from time to time to the Investment Adviser, the Administrator, the Custodian,
the Transfer Agent or such other Person or Persons as the Trustees may
determine. The value of the assets of the Trust or any
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<PAGE> 35
Series thereof shall be determined in a manner authorized by the Trustees. From
the total value of said assets, there shall be deducted all indebtedness,
interest, taxes, payable or accrued, including estimated taxes on unrealized
book profits, expenses and management charges accrued to the appraisal date,
amounts determined and declared as a dividend or distribution and all other
items in the nature of liabilities which shall be deemed appropriate, as
incurred by or allocated to the Trust or any Series or Class thereof. The
resulting amount, which shall represent the total net assets of the Trust or
Series or Class thereof, shall be divided by the number of Shares of the Trust
or Series or Class thereof outstanding at the time and the quotient so obtained
shall be deemed to be the net asset value of the Shares of the Trust or Series
or Class thereof. The Trust may declare a suspension of the determination of net
asset value to the extent permitted by the 1940 Act. It shall not be a violation
of any provision of this Declaration if Shares are sold, redeemed or repurchased
by the Trust at a price other than one based on net asset value if the net asset
value is affected by one or more errors inadvertently made in the pricing of
portfolio securities or other investments or in accruing or allocating income,
expenses, reserves or liabilities. No provision of this Declaration shall be
construed to restrict or affect the right or ability of the Trust to employ or
authorize the use of pricing services, appraisers or any other means, methods,
procedures, or techniques in valuing the assets or calculating the liabilities
of the Trust or any Series or Class thereof.
Section 7.2. DIVIDENDS AND DISTRIBUTIONS. (a) The Trustees may from time
to time distribute ratably among the Shareholders of the Trust or of a Series or
Class thereof such proportion of the net earnings or profits, surplus (including
paid-in surplus), capital (including paid-in capital), or assets of the Trust or
such Series held by the Trustees as they may deem appropriate or desirable. Such
distributions may be made in cash, additional Shares or property (including
without limitation any type of obligations of the Trust or Series or Class or
any assets thereof), and the Trustees may distribute ratably among the
Shareholders of the Trust or Series or Class thereof additional Shares of the
Trust or Series or Class thereof issuable hereunder in such manner, at such
times, and on such terms as the Trustees may deem appropriate or desirable. Such
distributions may be among the Shareholders of the Trust or Series or Class
thereof at the time of declaring a distribution or among the Shareholders of the
Trust or Series or Class thereof at such other date or time or dates or times as
the Trustees shall determine. The Trustees may in their discretion determine
that, solely for the purposes of such distributions, Outstanding Shares shall
exclude Shares for which orders have been placed subsequent to a specified time.
The Trustees may always retain from the earnings or profits such amounts as they
may deem appropriate or desirable to pay the expenses and liabilities of the
Trust or a Series or Class thereof or to meet obligations of the Trust or a
Series or Class thereof, together with such amounts as they may deem desirable
to use in the conduct of its affairs or to retain for future requirements or
extensions of the business or operations of the Trust or such Series. The Trust
may adopt and offer to Shareholders such dividend reinvestment plans, cash
dividend payout plans or other distribution plans as the Trustees may deem
appropriate or desirable. The Trustees may in their discretion determine that an
account
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<PAGE> 36
administration fee or other similar charge may be deducted directly from the
income and other distributions paid on Shares to a Shareholders account in any
Series or Class.
(b) The Trustees may prescribe, in their discretion, such bases and times
for determining the amounts for the declaration and payment of dividends and
distributions as they may deem necessary, appropriate or desirable.
(c) Inasmuch as the computation of net income and gains for federal income
tax purposes may vary from the computation thereof on the books of account, the
above provisions shall be interpreted to give the Trustees full power and
authority in their absolute discretion to distribute for any fiscal year as
dividends and as capital gains distributions, respectively, additional amounts
sufficient to enable the Trust or a Series thereof to avoid or reduce liability
for taxes.
Section 7.3. CONSTANT NET ASSET VALUE; REDUCTION OF OUTSTANDING
SHARES. The Trustees may determine to maintain the net asset value per Share of
any Series or Class at a designated constant amount and in connection therewith
may adopt procedures not inconsistent with the 1940 Act for the continuing
declarations of income attributable to that Series or Class as dividends payable
in additional Shares of that Series or Class or in cash or in any combination
thereof and for the handling of any losses attributable to that Series or Class.
Such procedures may provide that, if, for any reason, the income of any such
Series or Class determined at any time is a negative amount, the Trust may with
respect to such Series or Class (i) offset each Shareholder's pro rata share of
such negative amount from the accrued dividend account of such Shareholder, or
(ii) reduce the number of Outstanding Shares of such Series or Class by reducing
the number of Shares in the account of such Shareholder by that number of full
and fractional Shares which represents the amount of such excess negative
income, or (iii) cause to be recorded on the books of the Trust an asset account
in the amount of such negative income, which account may be reduced by the
amount, provided that the same shall thereupon become the property of the Trust
with respect to such Series or Class and shall not be paid to any Shareholder,
of dividends declared thereafter upon the Outstanding Shares of such Series or
Class on the day such negative income is experienced, until such asset account
is reduced to zero, or (iv) combine the methods described in clauses (i), (ii)
and (iii) of this sentence, in order to cause the net asset value per Share of
such Series or Class to remain at a constant amount per Outstanding Share
immediately after such determination and declaration. The Trust may also fail to
declare a dividend out of income for the purpose of causing the net asset value
of any such Share to be increased. The Trustees shall have full discretion to
determine whether any cash or property received shall be treated as income or as
principal and whether any item of expense shall be charged to the income or the
principal account, and their determination made in good faith shall be
conclusive upon all Shareholders. In the case of stock dividends or similar
distributions received, the Trustees shall have full discretion to determine, in
the light of the particular circumstances, how much if any of the value thereof
shall be treated as income, the balance, if any, to be treated as principal.
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<PAGE> 37
Section 7.4. POWER TO MODIFY FOREGOING PROCEDURES. Notwithstanding any
provision contained in this Declaration, the Trustees may prescribe, in their
absolute discretion, such other means, methods, procedures or techniques for
determining the per Share net asset value of a Series or Class thereof or the
income of the Series or Class thereof, or for the declaration and payment of
dividends and distributions on any Series or Class of Shares.
ARTICLE VIII
DURATION; TERMINATION OF TRUST OR A
SERIES OR CLASS; MERGERS; AMENDMENTS
Section 8.1. DURATION. The Trust shall continue without limitation of
time but subject to the provisions of this Article VIII. The death, declination,
resignation, retirement, removal or incapacity of the Trustees, or any one of
them, shall not operate to terminate or annul the Trust or to revoke any
existing agency or delegation of authority pursuant to the terms of this
Declaration or of the By-Laws.
Section 8.2. TERMINATION OF THE TRUST OR A SERIES OR A CLASS. (a) The
Trust or any Series or Class thereof may be terminated by: (1) the affirmative
vote of the holders of not less than two-thirds of the Shares outstanding and
entitled to vote at any meeting of Shareholders of the Trust or the appropriate
Series or Class thereof, or by an instrument or instruments in writing without a
meeting, consented to by the holder of two-thirds of the Shares of the Trust or
a Series or Class thereof, provided, however, that, if such termination is
recommended by the Trustees, the vote of a majority of the outstanding voting
securities of the Trust or a Series or Class thereof entitled to vote thereon
shall be sufficient authorization; or (2) by means of an instrument in writing
signed by a majority of the Trustees, to be followed by a written notice to
Shareholders stating that a majority of the Trustees has determined that the
continuation of the Trust or a Series or Class thereof is not in the best
interest of the Trust, such Series or Class or of their respective Shareholders.
Such determination may (but need not) be based on factors or events adversely
affecting the ability of the Trust, such Series or Class to conduct its business
and operations in an economically viable manner. Such factors and events may
include (but are not limited to) the inability of a Series or Class or the Trust
to maintain its assets at an appropriate size, changes in laws or regulations
governing the Series or Class or the Trust or affecting assets of the type in
which such Series or Class or the Trust invests, or political, social, legal or
economic developments or trends having an adverse impact on the business or
operations of such Series or Class or the Trust. Upon the termination of the
Trust or the Series or Class,
(i) The Trust, Series or Class shall carry on no business except for
the purpose of winding up its affairs.
(ii) The Trustees shall proceed to wind up the affairs of the Trust,
Series or Class and all of the powers of the Trustees under this
Declaration shall continue until the affairs of the Trust, Series or Class
shall have been wound up, including the power to fulfill or discharge the
contracts of the Trust, Series or Class, collect
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<PAGE> 38
its assets, sell, convey, assign, exchange, transfer or otherwise dispose
of all or any part of the remaining Trust Property or assets allocated or
belonging to such Series or Class to one or more persons at public or
private sale for consideration which may consist in whole or in part of
cash, securities or other property of any kind, discharge or pay its
liabilities, and do all other acts appropriate to liquidate its business.
(iii) After paying or adequately providing for the payment of all
liabilities, and upon receipt of such releases, indemnities and refunding
agreements as they deem necessary for their protection, the Trustee may
distribute the remaining Trust Property or the remaining property of the
terminated Series or Class, in cash or in kind or in any combination
thereof, among the Shareholders of the Trust or the Series or Class
according to their respective rights.
(b) After termination of the Trust, Series or Class and distribution to the
Shareholders as herein provided, a majority of the Trustees shall execute and
lodge among the records of the Trust and file with the Massachusetts Secretary
of State an instrument in writing setting forth the fact of such termination,
and the Trustees shall thereupon be discharged from all further liabilities and
duties with respect to the Trust or the terminated Series or Class, and the
rights and interests of all Shareholders of the Trust or the terminated Series
or Class shall thereupon cease.
Section 8.3. MERGER, CONSOLIDATION OR SALE OF ASSETS OF A SERIES. A
particular Series 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
without any authorization, vote or consent of the Shareholders; 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 a particular Series. Upon making provision for the payment of
all outstanding obligations, taxes, and other liabilities, accrued or
contingent, of the particular Series, the Trustees shall distribute the
remaining assets of such Series among the Shareholders of such Series according
to their respective rights. Upon completion of the distribution of the remaining
proceeds or the remaining assets, the Series shall terminate and the Trustees
shall take the action provided in Section 8.2(b) hereof and they shall thereupon
be discharged from all further liabilities and duties with respect to such
Series, and the rights and interests of all Shareholders of the terminated
Series shall thereupon cease.
Section 8.4. AMENDMENTS. The execution of an instrument setting forth the
establishment and designation and the relative rights and preferences of any
Series or Class of Shares (or amending, restating or rescinding any such prior
instrument) in accordance with Section 5.5 hereof shall, without any
authorization, consent or vote of the Shareholders, effect an amendment of this
Declaration. Except as otherwise provided in this Section 8.4, if authorized by
vote of a majority of the outstanding voting securities of the Trust the
financial interests of which are affected by the
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<PAGE> 39
amendment and which are entitled to vote thereon (which securities shall, unless
otherwise provided by the Trustees, vote together on such amendment as a single
class), the Trustees may amend this Declaration by an instrument signed by a
majority of the Trustees then in office. No Shareholder not so affected by any
such amendment shall be entitled to vote thereon. The Trustees may (by such an
instrument) also amend or otherwise supplement this Declaration of Trust,
without any authorization, consent or vote of the Shareholders, to change the
name of the Trust or any Fund or to make such other changes as do not have a
materially adverse effect on the financial interests of Shareholders hereunder
or if they deem it necessary or desirable to conform this Declaration to the
requirements of applicable federal or state laws or regulations or the
requirements of the Internal Revenue Code of 1986, but the Trustees shall not be
liable for failing to do so. Any such amendment or supplemental Declaration of
Trust shall be effective as provided in the instrument containing its terms or,
if there is no provision therein with respect to effectiveness, upon the signing
of such instrument by a majority of the Trustees then in office. Copies of any
amendment or of any supplemental Declaration of Trust shall be filed as
specified in Section 10.2 hereof. Nothing contained in this Declaration shall
permit the amendment of this Declaration to impair the exemption from personal
liability of the Shareholders, Trustees, officers, employees and agents of the
Trust or to permit assessments upon Shareholders.
Notwithstanding any other provision hereof, until such time as Shares are
issued and sold, this Declaration may be terminated or amended in any respect by
an instrument signed by a majority of the Trustees then in office.
ARTICLE IX
MISCELLANEOUS
Section 10.1. USE OF THE WORDS "EATON VANCE". Eaton Vance Corp.
(hereinafter referred to as "EVC"), which owns (either directly or through
subsidiaries) all of the capital shares of the Investment Adviser of the Trust
and the Funds (or of the investment adviser of each of the investment companies
referred to in the last paragraph of Section 2.3), has consented to the use by
the Trust and the Funds of the identifying words "Eaton Vance" in the name of
the Trust and in the name of each Fund. Such consent is conditioned upon the
continued employment of EVC or a subsidiary or affiliate of EVC as Investment
Adviser of the Trust and of each such Fund or as the investment adviser of each
of the investment companies referred to in the last paragraph of Section 2.3. As
between the Trust and itself, EVC shall control the use of the name of the Trust
and the name of any Fund insofar as such name contains the identifying words
"Eaton Vance". EVC may from time to time use the identifying words "Eaton Vance"
in other connections and for other purposes, including, without limitation, in
the names of other investment companies, trusts, corporations or businesses
which it may manage, advise, sponsor or own or in which it may have a financial
interest. EVC may require the Trust to cease using the identifying words "Eaton
Vance" in the name of the Trust or any Fund if EVC or a subsidiary or affiliate
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<PAGE> 40
of EVC ceases to act as investment adviser of the Trust or such Fund or as the
investment adviser of each of the investment companies referred to in the last
paragraph of Section 2.3.
Section 10.2. FILING OF COPIES, REFERENCES, HEADINGS AND COUNTERPARTS.
The original or a copy of this instrument, of any amendment hereto and of each
declaration of trust supplemental hereto, shall be kept at the office of the
Trust. A copy of this instrument, of any amendment hereto, and of each
supplemental declaration of trust shall be filed with the Massachusetts
Secretary of State and with any other governmental office where such filing may
from time to time be required. Anyone dealing with the Trust may rely on a
certificate by a Trustee or an officer of the Trust as to whether or not any
such amendments or supplemental declarations of trust have been made and as to
any matters in connection with the Trust hereunder, and with the same effect as
if it were the original, may rely on a copy certified by a Trustee or an
officer of the Trust to be a copy of this instrument or of any such amendment
hereto or supplemental declaration of trust.
In this instrument or in any such amendment or supplemental declaration of
trust, references to this instrument, and all expressions such as "herein",
"hereof", and "hereunder", shall be deemed to refer to this instrument as
amended or affected by any such supplemental declaration of trust. Headings are
placed herein for convenience of reference only and in case of any conflict, the
text of this instrument, rather than the headings, shall control. This
instrument may be executed in any number of counterparts each of which shall be
deemed an original, but such counterparts shall constitute one instrument. A
restated Declaration, integrating into a single instrument all of the provisions
of the Declaration which are then in effect and operative, may be executed from
time to time by a majority of the Trustees then in office and filed with the
Massachusetts Secretary of State. A restated Declaration shall, upon execution,
be conclusive evidence of all amendments and supplemental declarations contained
therein and may hereafter be referred to in lieu of the original Declaration and
various amendments thereto.
Section 10.3. APPLICABLE LAW. The Trust set forth in this instrument is
made in the Commonwealth of Massachusetts, and it is created under and is to be
governed by and construed and administered according to the laws of said
Commonwealth. The Trust shall be of the type commonly called a Massachusetts
business trust, and without limiting the provisions hereof, the Trust may
exercise all powers which are ordinarily exercised by such a trust.
Section 10.4. PROVISIONS IN CONFLICT WITH LAW OR REGULATIONS. (a) The
provisions of this Declaration are severable, and if the Trustees shall
determine, with the advice of legal counsel, that any of such provisions is in
conflict with the 1940 Act, the Internal Revenue Code of 1986 or with other
applicable laws and regulations, the conflicting provisions shall be deemed
never to have constituted a part of this Declaration; provided, however, that
such determination shall not affect any of the remaining provisions of this
Declaration or render invalid or improper any action taken or omitted prior to
such determination.
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<PAGE> 41
(b) If any provision of this Declaration shall be held invalid or
unenforceable in any jurisdiction, such invalidity or unenforceability shall
attach only to such provision in such jurisdiction and shall not in any manner
affect such provisions in any other jurisdiction or any other provision of this
Declaration in any jurisdiction.
IN WITNESS WHEREOF, the undersigned, being a majority of the current
Trustees of the Trust, have executed this instrument this 20th day of November,
1995.
- --------------------------------------- ----------------------------------
DONALD R. DWIGHT KENNETH C. KNIGHT
- --------------------------------------- ----------------------------------
M. DOZIER GARDNER JEROME PRESTON, JR.
- --------------------------------------- ----------------------------------
ROBERT GLUCK NORTON H. REAMER
- --------------------------------------- ----------------------------------
SAMUEL L. HAYES, III JOHN L. THORNDIKE
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<PAGE> 42
EATON VANCE INCOME FUND OF BOSTON THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF TRUSTEES OF THE FUND
KNOW ALL MEN BY THESE PRESENTS: That the undersigned, revoking previous proxies
for such shares, hereby appoints M. Dozier Gardner, H. Day Brigham, Jr., and
Thomas Otis, or any of them, attorneys of the undersigned with full power of
substitution, to vote all shares of the above-referenced fund (the "Fund")
which the undersigned is entitled to vote at the Special Meeting of Shareholders
to be held on December 14, 1995 at the principal office of the Fund, 24 Federal
Street, Boston, Massachusetts 02110, at 3:00 P.M. (Boston time), and at any and
all adjournments thereof. Receipt of the Notice of and Proxy Statement for
said Meeting is acknowledged.
The shares represented by this proxy will be voted on the following matters as
specified on the reverse side by the undersigned. If no specification is made,
this proxy will be voted in favor of all such matters. Note: This proxy must
be returned in order for your shares to be voted.
THE TRUSTEES RECOMMEND A VOTE
IN FAVOR OF ALL MATTERS
-----------------------
________________________________________
________________________________________
Please sign exactly as your name or names appear.
Dated:__________________________________
(OVER)
<PAGE> 43
<TABLE>
The Trustees Recommend a VOTE IN FAVOR OF ALL MATTERS
<S> <C> <C> <C> <C>
1. To approve the revision of certain of the Fund's investment policies as
set forth in Exhibit A to the Proxy Statement as follows:
1A. Eliminate the restriction concerning investing in foreign
securities. FOR / / AGAINST / / ABSTAIN / /
1B. Eliminate the restriction concerning investment in certain investment
companies. FOR / / AGAINST / / ABSTAIN / /
1C. Reclassify and amend the restriction concerning investment in
warrants. FOR / / AGAINST / / ABSTAIN / /
1D. Reclassify and amend the restrictions concerning investment in restricted
securities. FOR / / AGAINST / / ABSTAIN / /
1E. Reclassify and amend the restriction concerning short sales. FOR / / AGAINST / / ABSTAIN / /
1F. Reclassify and amend the restriction concerning transactions
with affiliates. FOR / / AGAINST / / ABSTAIN / /
1G. Reclassify and amend the restriction on options. FOR / / AGAINST / / ABSTAIN / /
1H. Reclassify and amend the restriction concerning unseasoned
issuers. FOR / / AGAINST / / ABSTAIN / /
1I. Reclassify and amend the restriction concerning investment in exploration
companies. FOR / / AGAINST / / ABSTAIN / /
1J. Amend the restriction on physical commodities. FOR / / AGAINST / / ABSTAIN / /
1K. Amend the restriction on underwriting securities. FOR / / AGAINST / / ABSTAIN / /
1L. Amend the restriction concerning investments in real estate. FOR / / AGAINST / / ABSTAIN / /
1M. Amend the restriction concerning purchasing securities on
margin. FOR / / AGAINST / / ABSTAIN / /
1N. Amend the restriction on lending. FOR / / AGAINST / / ABSTAIN / /
1O. Amend the restriction concerning concentration of assets in
a single industry. FOR / / AGAINST / / ABSTAIN / /
1P. Amend the restriction concerning borrowing, pledging and senior
securities. FOR / / AGAINST / / ABSTAIN / /
1Q. Amend the restriction concerning diversification. FOR / / AGAINST / / ABSTAIN / /
2. To approve an Amended and Restated Declaration of Trust of the
Fund as set forth in Exhibit B to the Proxy Statement. FOR / / AGAINST / / ABSTAIN / /
</TABLE>
As to any other matters as may properly come before the Meeting or any
adjournment thereof in accordance with the judgment of said attorneys.
