SCHEDULE 14A
Proxy Statement Pursuant to Section 14(A)
of the Securities Exchange Act of 1934
Filed by the Registrant / X /
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement.
/ /
Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e) (2)).
/ X / Definitive Proxy Statement.
/ /
Definitive Additional Materials.
/ /
Soliciting Material Pursuant to § 240.14a-12.
eaton
Vance Growth Trust
Eaton
Vance Investment Trust
Eaton
Vance Municipals Trust
Eaton
Vance municipals Trust II
Eaton
Vance mutual funds trust
Eaton
Vance series Fund, Inc.
Eaton
Vance Series Trust
Eaton
Vance Series Trust II
Eaton
Vance Special Investment Trust
Eaton
Vance variable Trust
Eaton
Vance NextShares Trust
Eaton
vance NextShares Trust II
Core
Bond Portfolio
Emerging
Markets Local Income Portfolio
Eaton
Vance Floating Rate Portfolio
Global
Income Builder Portfolio
Global
Macro Absolute Return Advantage Portfolio
Global
Macro Capital Opportunities Portfolio
GLobal
Macro Portfolio
Global
Opportunities Portfolio
Greater
India Portfolio
High
Income Opportunities Portfolio
International
Income Portfolio
Senior
Debt Portfolio
Stock
Portfolio
Tax-Managed
Growth Portfolio
Tax-Managed
International Equity Portfolio
Tax-Managed
Multi-Cap Growth Portfolio
Tax-Managed
Small-Cap Portfolio
Tax-Managed
Value Portfolio
5-to-15
Year Laddered Municipal Bond Portfolio
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if
Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/ X / No fee required.
/ / Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction
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computed pursuant to Exchange Act Rule
0-11 (set forth the
amount on which the filing fee is calculated
and state how it
was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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/ / 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.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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Eaton Vance Funds
Two International Place
Boston, Massachusetts 02110
December 23, 2020
Dear Shareholder:
We cordially
invite you to attend the joint special meeting of shareholders of the funds listed in Appendix A of the attached Proxy Statement
(each, a “Series” and, collectively, the “Series”) scheduled to be held at the principal office of the
Series, Two International Place, Boston, Massachusetts 02110, on February 18, 2021 at 11:30 a.m. Eastern Time (the “Meeting”).
The Meeting is being held to approve matters important to your Series relating to Morgan Stanley’s proposed acquisition of
Eaton Vance Corp. (“EVC”). In addition, if you are a shareholder of a Series that is organized as a feeder fund in
a master-feeder structure or an investing fund in a fund-of-funds structure (in each case, an “Investing Fund”), you
also will be asked to provide instructions to your Investing Fund as to how such Investing Fund should vote its interest in the
master fund or underlying funds in which it invests in connection with the approval of the new investment advisory agreement and,
as applicable, the new investment sub-advisory agreement for such fund(s) (each, an “Underlying Fund”).
On October
7, 2020, EVC entered into a definitive agreement with Morgan Stanley, a leading global financial services firm providing a wide
range of investment banking, securities, wealth management, and investment management services, pursuant to which Morgan Stanley
will acquire EVC (the “Transaction”), subject to the completion or waiver of various conditions (the “Closing”).
EVC is the parent company of Eaton Vance Management (“Eaton Vance”) and Boston Management and Research (“BMR”
and, together with Eaton Vance, the “Advisers” and, each individually, an “Adviser”). Eaton Vance and BMR
serve as investment adviser and/or administrator to each Series and BMR serves as investment adviser to the Underlying Funds that
are not Series (the “Portfolios” and, together with the Series, the “Funds”). The Closing may be deemed
to cause each Fund’s current investment advisory agreement with its Adviser and, with respect to certain Funds, each such
Fund’s current investment sub-advisory agreement between its Adviser and Eaton Vance Advisers International Ltd. (“EVAIL”),
Parametric Portfolio Associates LLC (“Parametric”), Goldman Sachs Asset Management, L.P. (“GSAM”), BMO
Global Asset Management (Asia) Limited (“BMO GAM (Asia)”), Atlanta Capital Management Company, LLC (“Atlanta
Capital”), Hexavest Inc. (“Hexavest”), or Richard Bernstein Advisors LLC (“RBA”) (each a “Sub-Adviser”
and, collectively, the “Sub-Advisers”) to terminate in accordance with applicable law.
Some Series,
identified in Appendix B of the attached Proxy Statement (the “New IAA Series”), which are organized as feeder
funds in master-feeder structures where the master fund is a Portfolio, do not currently have investment advisory agreements or,
as applicable, investment sub-advisory agreements in place. With respect to the New IAA Series, new investment advisory agreements
with Eaton Vance and, as applicable, a new investment sub-advisory agreement with EVAIL or Parametric, are being proposed. Please
see “Why am I being asked to vote?” under the “Questions and Answers” section of the attached Proxy Statement
for additional information regarding the Proposals for the New IAA Series.
In order to
help ensure that each Fund’s investment program continues uninterrupted upon the Closing and, with respect to New IAA Series,
for consistency across similarly structured funds and investment flexibility, we are asking shareholders of each Series to approve
and, as applicable, to provide voting instructions for their Investing Fund to approve, a new investment advisory agreement and,
as applicable, a new investment sub-advisory agreement.
Each Fund’s
Board of Trustees or Board of Directors, as applicable (the “Board”), has approved its new agreement(s). It is important
to note that the investment advisory fee rate(s) of the Funds under the new agreements will not change as a result of the Transaction
(and, with respect to the New IAA Series, such new agreement will not increase fees for the New IAA Series), that the Transaction
is not expected to result in any change in the investment objective(s) or strategies of the Funds, and that the portfolio managers
for the Funds are expected to continue in such roles upon consummation of the Transaction (except that each New IAA Series will
now have the same portfolio management team as its master fund Portfolio).
As more fully described in the enclosed Proxy
Statement, the purpose of the Meeting is (a) to seek your vote, with respect to the Series in which you are invested, on (i) the
approval of a new investment advisory agreement for your Series and (ii) for certain Series, the approval of a new investment sub-advisory
agreement; and (b) for shareholders of an Investing Fund, to seek your instruction with respect to how the Investing Fund should
vote its interest in the Underlying Fund(s) in which it invests in connection with (i) the approval of a new investment advisory
agreement for such Underlying Fund(s) and (ii) for certain Portfolios, the approval of a new investment sub-advisory agreement.
The Boards have carefully considered each
of these proposals and, as described more fully in the enclosed Proxy Statement, unanimously recommend that shareholders vote,
or submit voting instructions, FOR each proposal. In particular, the Boards believe that approving the new investment advisory
agreements with the Advisers and, as applicable, the new investment sub-advisory agreements with the Sub-Advisers, is in the best
interests of the Funds.
We hope that you will be able to attend the
Meeting. Whether or not you plan to attend, and regardless of the number of shares you own, it is important that your shares be
represented. We urge you to mark, sign, date, and mail the enclosed proxy card in the postage-paid envelope provided or to record
your voting instructions by telephone or via the internet as soon as possible to ensure that your shares are represented at the
Meeting.
Your vote is important to us. We appreciate
your consideration of these important matters. If you have questions about the proposals, please call our proxy information line
at 866-864-3926 or contact your financial intermediary.
Sincerely yours,
/s/ Thomas E. Faust Jr.
Thomas E. Faust Jr.
Chairman of the Board and Chief Executive Officer
Eaton Vance Corp.
*******
Table of Contents
Notice of Joint Special Meeting of Shareholders
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1
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Important Information for Owners of Variable Annuity or Life Insurance Contracts Invested in
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the Funds
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7
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Important Information for Shareholders of Series that Invest Pursuant to Master-Feeder or
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Funds-of-Funds Arrangements
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8
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Proxy Statement
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9
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General Information
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9
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Questions and Answers
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11
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Summary of Proposals
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18
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Further Information About Voting and the Joint Special Meeting
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83
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Additional Meeting Information
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85
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Appendix A – Funds Included in the Joint Proxy Statement
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A-1
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Appendix B – New Investment Advisory Agreements for New IAA Series
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B-1
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Appendix C – Portfolios
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C-1
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Appendix D – Investment Advisory Agreements: Compensation
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D-1
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Appendix E – Investment Advisory and Administrative Agreements: Compensation
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E-1
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Appendix F – Investment Sub-Advisory Agreements: Compensation
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F-1
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Appendix G – Expense Reimbursement Arrangements
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G-1
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Appendix H – Number of Shares Outstanding as of the Record Date
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H-1
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Appendix I – Form of New Eaton Vance/BMR Investment Advisory Agreement: Series
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I-1
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Appendix J – Form of New Eaton Vance Investment Advisory and
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Administrative Agreement
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J-1
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Appendix K – Form of New BMR Investment Advisory Agreement: Portfolios
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K-1
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Appendix L – Investment Advisory Agreements and Investment Sub-Advisory Agreements:
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Dates and Approvals
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L-1
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Appendix M – Board Considerations
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M-1
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Appendix N – Form of New EVAIL, Parametric, and Atlanta Capital Investment Sub-Advisory
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Agreements: Series
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N-1
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Appendix O – Form of New GSAM Investment Sub-Advisory Agreement: Series
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O-1
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Appendix P – Form of New BMO GAM (Asia) Investment Sub-Advisory Agreement
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P-1
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Appendix Q – Form of New Hexavest Investment Sub-Advisory Agreement
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Q-1
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Appendix R – Form of New RBA Investment Sub-Advisory Agreement
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R-1
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Appendix S – Form of New EVAIL and Parametric Investment Sub-Advisory Agreement:
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Portfolios
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S-1
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Appendix T – Form of New GSAM Investment Sub-Advisory Agreement: Portfolio
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T-1
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Appendix U – Investing Funds and Related Underlying Funds
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U-1
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Appendix V – Other Similar Funds Advised or Sub-Advised by the Advisers and Sub-
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Advisers
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V-1
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Appendix W – Payments to the Advisers, the Sub-Advisers or Affiliates
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W-1
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Appendix X – Funds’ Trustees or Directors and Officers
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X-1
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Appendix Y – 5% Ownership and Ownership of Fund Management
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Y-1
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Appendix Z – Affiliated Brokerage Commissions
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Z-1
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Notice
of Joint Special Meeting of Shareholders
To be held on February 18, 2021
eaton
Vance Growth Trust
Eaton
Vance Investment Trust
Eaton
Vance Municipals Trust
Eaton
Vance municipals Trust II
Eaton
Vance mutual funds trust
Eaton
Vance series Fund, Inc.
Eaton
Vance Series Trust
Eaton
Vance Series Trust II
Eaton
Vance Special Investment Trust
Eaton
Vance variable Trust
Eaton
Vance NextShares Trust
Eaton
vance NextShares Trust II
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The separate series of each trust and corporation
listed above, as set forth on Appendix A to the enclosed Proxy Statement, are referred to herein as the “Series.”
IMPORTANT NOTICE REGARDING THE AVAILABILITY
OF PROXY MATERIALS FOR THE MEETING OF THE SERIES SCHEDULED TO BE HELD ON FEBRUARY 18, 2021: The notice of joint special meeting
of shareholders, Proxy Statement, and the forms of proxy card are available at https://www.proxy-direct.com/evf-31793.
To the shareholders of each Series:
The joint special meeting of shareholders of
your Series will be held on February 18, 2021 at 11:30 a.m., Eastern Time, at the principal office of the Series, Two International
Place, Boston, Massachusetts 02110 (the “Meeting”), to consider the proposals described in the accompanying Proxy Statement
(each, a “Proposal”).
As more fully described in the enclosed Proxy
Statement, the purpose of the Meeting is: (a) to seek your vote, with respect to the Series in which you are invested, on (i) the
approval of a new investment advisory agreement for your Series and (ii) for certain Series, the approval of a new investment sub-advisory
agreement; and (b) for shareholders of a Series that is organized as a feeder fund in a master-feeder structure or an investing
fund in a fund-of-funds structure (each such feeder fund and investing fund, an “Investing Fund,” and each such master
fund and other underlying fund, an “Underlying Fund”), to seek your instruction to the Investing Fund with respect
to how the Investing Fund should vote its interest in the Underlying Fund(s) in which it invests in connection with (i) the approval
of a new investment advisory agreement for such Underlying Fund(s) and (ii) for certain Underlying Funds, the approval of a new
investment sub-advisory agreement. The Underlying Funds that are not Series are referred to herein as “Portfolios”
and are listed on Appendix C of the enclosed Proxy Statement.
Proposals:
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1.
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To approve a new investment advisory agreement for each Series with Eaton Vance Management (“Eaton
Vance”) or Boston Management and Research (“BMR”), as applicable
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1A.
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To approve a new investment advisory agreement with Eaton Vance
or BMR, as applicable, to serve as investment adviser to each Series listed in Proposal 1A in the attached Proxy Statement
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1B.
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To approve a new investment advisory and administrative agreement
with Eaton Vance to serve as the investment adviser and administrator to each Series listed in Proposal 1B in the attached Proxy
Statement
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2.
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To approve a new investment sub-advisory agreement with the noted sub-adviser for each applicable
Series listed under Proposal 2 in the attached Proxy Statement
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2A.
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To approve a new investment sub-advisory agreement with Eaton
Vance Advisers International Ltd. (“EVAIL”) to serve as the Series’s investment sub-adviser
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2B.
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To approve a new investment sub-advisory agreement with Parametric
Portfolio Associates LLC (“Parametric”) to serve as the Series’s investment sub-adviser
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2C.
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To approve a new investment sub-advisory agreement with Goldman
Sachs Asset Management, L.P. (“GSAM”) to serve as the Series’s investment sub-adviser
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2D.
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To approve a new investment sub-advisory agreement with BMO Global
Asset Management (Asia) Limited (“BMO GAM (Asia)”) to serve as the Series’s investment sub-adviser
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2E.
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To approve a new investment sub-advisory agreement with Atlanta
Capital Management Company, LLC (“Atlanta Capital”) to serve as the Series’s investment sub-adviser
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2F.
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To approve a new investment sub-advisory agreement with Hexavest
Inc. (“Hexavest”) to serve as the Series’s investment sub-adviser
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2G.
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To approve a new investment sub-advisory agreement with Richard
Bernstein Advisors LLC (“RBA”) to serve as the Series’s investment sub-adviser
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3.
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To provide voting instructions to each applicable Investing Fund with respect to the approval of
a new investment advisory agreement with Eaton Vance or BMR, as applicable, to serve as investment adviser to the Underlying Funds
in which such Investing Fund invests
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3A.
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To provide voting instructions to each applicable Investing Fund
listed under Proposal 3A in the attached Proxy Statement, which invests pursuant to a master-feeder arrangement, with respect to
the approval of a new investment advisory agreement with BMR to serve as investment adviser to the Portfolio in which such Investing
Fund invests
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3B.
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To provide voting instructions to Eaton Vance Floating-Rate &
High Income Fund, which invests pursuant to a fund-of-funds arrangement, with respect to the approval of a new investment advisory
agreement with BMR to serve as investment adviser to Eaton Vance Floating Rate Portfolio
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3C.
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To provide voting instructions to Eaton Vance Floating-Rate &
High Income Fund, which invests pursuant to a fund-of-funds arrangement, with respect to the approval of a new investment advisory
agreement with BMR to serve as investment adviser to High Income Opportunities Portfolio
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3D.
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To provide voting instructions to Eaton Vance Tax-Managed Equity
Asset Allocation Fund, which invests pursuant to a fund-of-funds arrangement, with respect to the approval of a new investment
advisory agreement with BMR to serve as investment adviser to Tax-Managed Growth Portfolio
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3E.
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To provide voting instructions to Eaton Vance Tax-Managed Equity
Asset Allocation Fund, which invests pursuant to a fund-of-funds arrangement, with respect to the approval of a new investment
advisory agreement with BMR to serve as investment adviser to Tax-Managed International Equity Portfolio
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3F.
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To provide voting instructions to Eaton Vance Tax-Managed Equity
Asset Allocation Fund, which invests pursuant to a fund-of-funds arrangement, with respect to the approval of a new investment
advisory agreement with BMR to serve as investment adviser to Tax-Managed Multi-Cap Growth Portfolio
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3G.
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To provide voting instructions to Eaton Vance Tax-Managed Equity
Asset Allocation Fund, which invests pursuant to a fund-of-funds arrangement, with respect to the approval of a new investment
advisory agreement with BMR to serve as investment adviser to Tax-Managed Small-Cap Portfolio
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3H.
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To provide voting instructions to Eaton Vance Tax-Managed Equity
Asset Allocation Fund, which invests pursuant to a fund-of-funds arrangement, with respect to the approval of a new investment
advisory agreement with BMR to serve as investment adviser to Tax-Managed Value Portfolio
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3I.
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To provide voting instructions to Eaton Vance Balanced Fund,
which invests pursuant to a fund-of-funds arrangement, with respect to the approval of a new investment advisory agreement with
BMR to serve as investment adviser to Core Bond Portfolio
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3J.
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To provide voting instructions to Eaton Vance Balanced Fund,
which invests pursuant to a fund-of-funds arrangement, with respect to the approval of a new investment advisory agreement with
BMR to serve as investment adviser to Stock Portfolio
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3L.
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To provide voting instructions to Eaton Vance Short Duration
Inflation-Protected Income Fund, which invests pursuant to a fund-of-funds arrangement, with respect to the approval of a new investment
advisory agreement with BMR to serve as investment adviser to Senior Debt Portfolio
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3M.
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To provide voting instructions to Eaton Vance Short Duration
Strategic Income Fund, which invests pursuant to a fund-of-funds arrangement, with respect to the approval of a new investment
advisory agreement with BMR to serve as investment adviser to Global Opportunities Portfolio
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3N.
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To provide voting instructions to Eaton Vance Short Duration
Strategic Income Fund, which invests pursuant to a fund-of-funds arrangement, with respect to the approval of a new investment
advisory agreement with BMR to serve as investment adviser to Global Macro Absolute Return Advantage Portfolio
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3O.
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To provide voting instructions to Eaton Vance Short Duration
Strategic Income Fund, which invests pursuant to a fund-of-funds arrangement, with respect to the approval of a new investment
advisory agreement with BMR to serve as investment adviser to Senior Debt Portfolio
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3P.
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To provide voting instructions to Eaton Vance Short Duration
Strategic Income Fund, which invests pursuant to a fund-of-funds arrangement, with respect to the approval of a new investment
advisory agreement with BMR to serve as investment adviser to Emerging Markets Local Income Portfolio
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3Q.
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To provide voting instructions to Eaton Vance Short Duration
Strategic Income Fund, which invests pursuant to a fund-of-funds arrangement, with respect to the approval of a new investment
advisory and administrative agreement with Eaton Vance to serve as investment adviser and administrator to Eaton Vance Emerging
Markets Debt Opportunities Fund
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4.
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To provide voting instructions to each applicable Investing Fund with respect to the approval of
a new investment sub-advisory agreement with the noted sub-adviser to serve as investment sub-adviser to the Portfolio(s) in which
such Investing Fund invests
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4A.
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To provide voting instructions to each applicable Investing Fund
listed under Proposal 4A in the attached Proxy Statement, each of which invests pursuant to a master-feeder arrangement, with respect
to the approval of a new investment sub-advisory agreement with EVAIL to serve as the investment sub-adviser to the Portfolio in
which such Investing Fund invests
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4B.
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To provide voting instructions to Eaton Vance Floating-Rate &
High Income Fund, which invests pursuant to a fund-of-funds arrangement, with respect to the approval of a new investment sub-advisory
agreement with EVAIL to serve as the investment sub-adviser to High Income Opportunities Portfolio
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4C.
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To provide voting instructions to Eaton Vance Tax-Managed Equity
Asset Allocation Fund, which invests pursuant to a fund-of-funds arrangement, with respect to the approval of a new investment
sub-advisory agreement with Parametric to serve as the investment sub-adviser to Tax-Managed International Equity Portfolio
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4D.
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To provide voting instructions to each applicable Investing Fund
listed under Proposal 4D in the attached Proxy Statement, which invests pursuant to a master-feeder arrangement, with respect to
the approval of a new investment sub-advisory agreement with Parametric to serve as the investment sub-adviser to the Portfolio
in which such Investing Fund invests
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4E.
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To provide voting instructions to Eaton Vance Greater India Fund,
which invests pursuant to a master-feeder arrangement, with respect to the approval of a new investment sub-advisory agreement
with GSAM to serve as the investment sub-adviser to Greater India Portfolio
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Shareholders at the Meeting also may
consider and act upon such other matters as may properly come before the Meeting and any adjournments and postponements thereof.
Holders of record of shares of the Series at the close of business on December 11, 2020 who have voting power with respect to such
shares are entitled to vote, or to provide voting instructions for their Investing Fund to vote, at the Meeting and at any adjournments
or postponements thereof. As part of our effort to maintain a safe and healthy environment at the Meeting, the Series and the Series’
Boards of Trustees or Board of Directors, as applicable (each a “Board” and, collectively, the “Boards”),
are closely monitoring statements issued by the Centers for Disease Control and Prevention (cdc.gov) and local authorities
regarding the novel coronavirus disease, COVID-19. For that reason, the Boards reserve the right to reconsider the date, time,
and/or means of convening the Meeting for one or more Series. Subject to any
restrictions imposed by applicable law,
the Boards may choose to conduct the Meeting of one or more Series solely by means of remote communications, or may hold a “hybrid”
meeting where some participants attend in person and others attend by means of remote communications. If the Boards choose to change
the date, time, and/or means of convening the Meeting for a Series, the Series will publicly announce the decision to do so in
advance, and details on how to participate will be issued by press release and filed with the U.S. Securities and Exchange Commission
as additional proxy material.
This notice and the related proxy materials
first are being mailed to shareholders on or about December 23, 2020. This proxy is being solicited on behalf of the Board of each
Series.
By Order of the Boards,
/s/ Maureen A. Gemma
Maureen A. Gemma
Secretary
We urge you to mark, sign, date,
and mail the enclosed voting proxy card in the postage-paid envelope provided or to record your voting instructions by telephone
or via the internet so that your shares are represented at the Meeting.
December 23, 2020
Important Information for Owners of Variable
Annuity or Life Insurance Contracts Invested in the Funds
Shares of certain Funds
are available to variable life insurance separate accounts and variable annuity contracts (each, a “Contract”) offered
by the separate accounts, or sub-accounts thereof, of certain life insurance companies (“Participating Insurance Companies”)
and certain qualified plans. Shares of Eaton Vance VT Floating-Rate Income Fund, a series of Eaton Vance Variable Trust, are offered
exclusively to such Contracts. The Participating Insurance Companies own shares of these Funds (each, an “Insurance Underlying
Fund”) as depositors for the owners of their respective Contracts (each, a “Contract Owner”). Thus, individual
Contract Owners are not the “shareholders” of an Insurance Underlying Fund. Rather, the Participating Insurance Companies
and their separate accounts are the shareholders. To the extent required to be consistent with the interpretations of voting requirements
by the staff of the Securities and Exchange Commission, each Participating Insurance Company will offer to Contract Owners the
opportunity to instruct it as to how it should vote shares held by it and the separate accounts on the proposed matters. This Proxy
Statement is, therefore, furnished to Contract Owners entitled to give voting instructions with regard to the Insurance Underlying
Funds. All persons entitled to direct the voting of shares of an Insurance Underlying Fund, whether or not they are shareholders,
are described as voting for purposes of this Proxy Statement.
This document contains
a Proxy Statement, Notice of a Special Meeting of Shareholders, and a proxy card. This document explains what you should know before
voting on the matters described herein. You may receive a separate voting instruction form by mail. You can use your voting instruction
form to instruct your insurance company how to vote on your behalf on these important issues relating to your investment in an
Insurance Underlying Fund. If you complete and sign the voting instruction form (or instruct your insurance company by telephone
or through the internet how to vote on your behalf), your insurance company will vote the shares corresponding to your insurance
contract exactly as you indicate. If you simply sign the voting instruction form, your insurance company will vote the shares corresponding
to your insurance contract in accordance with the Trustees’ recommendation on each Proposal applicable to your Insurance Underlying
Fund. If you do not return your voting instruction form or record your voting instructions by telephone or through the internet,
your insurance company will vote your shares in the same proportion as shares for which instructions have been received.
We urge you to review the
Proxy Statement carefully and either fill out your voting instruction form and return it by mail or record your voting instructions
by telephone or through the internet. Your prompt return of the enclosed voting instruction form (or providing voting instructions
by telephone or through the internet) may save the necessity and expense of further solicitations.
If you have any questions,
please call Computershare Fund Services (“Computershare”), your Fund’s proxy solicitor, at the special toll-free
number we have set up for you, 866-864-3926, or contact your insurance company.
Important Information for Shareholders
of Series that Invest Pursuant to Master-Feeder or Funds-of-Funds Arrangements
Certain Series that
are Investing Funds invest their assets in Underlying Funds (including Portfolios and other Underlying Funds) in a master-feeder
or fund-of-funds arrangement. The Underlying Fund(s) in which these Investing Funds invest are set forth in Appendix U to
the attached Proxy Statement. Shareholders of each Investing Fund are being asked to provide instructions regarding how the Investing
Funds, as beneficial owner of interests in an Underlying Fund, should vote on the proposals to approve the new investment advisory
agreement and any applicable new investment sub-advisory agreement for the Underlying Fund. This means that each Investing Fund
will vote its interests in the Underlying Fund in accordance with the voting instructions received from the Investing Fund’s
shareholders and will vote its interests in the Underlying Fund with respect to which it has not received voting instructions in
the same proportion (for, against, or abstain) as the interest for which it has received timely instructions from other Series
shareholders (this is known as “echo voting”). The
Investing Funds do not require that a specified number of shareholders submit voting instructions before an Investing Fund will
vote its interests in the applicable Underlying Fund at the applicable meeting for holders of an Underlying Fund (the meeting for
the interestholders of the Portfolios to be held separately from the Meeting held for shareholders of the Series). Because each
Investing Fund will vote its interest in one or more Underlying Funds using echo voting, a small number of shareholders could determine
how an Investing Fund votes its interest in the applicable Underlying Fund. If an Underlying Fund has interestholders in addition
to an Investing Fund, it is possible that a Proposal may be approved by the Underlying Fund even if it is not approved by such
Investing Fund’s shareholders.
If you are a shareholder
in an Investing Fund, you will be asked to vote to approve the new investment advisory agreement and, if applicable, the new sub-advisory
agreement for your Investing Fund and will also be asked to provide voting instructions with respect to the approval of the new
investment advisory agreement and, if applicable, the new investment sub-advisory agreement for the Underlying Fund(s) in which
your Investing Fund invests.
We urge you to review the
Proxy Statement carefully and either fill out your proxy card and return it by mail or record your voting instructions by telephone
or through the internet. Your prompt return of the enclosed proxy card (or providing voting instructions by telephone or through
the internet) may save the necessity and expense of further solicitations.
PROXY STATEMENT
For the Joint Special Meeting of Shareholders
To be held on February 18, 2021
The
Trusts/CORPORATIONS
eaton
Vance Growth Trust
Eaton
Vance Investment Trust
Eaton
Vance Municipals Trust
Eaton
Vance municipals Trust II
Eaton
Vance mutual funds trust
Eaton
Vance series Fund, Inc.
Eaton
Vance Series Trust
Eaton
Vance Series Trust II
Eaton
Vance Special Investment Trust
Eaton
Vance variable Trust
Eaton
Vance NextShares Trust
Eaton
vance NextShares Trust II
(each
a “Trust”)
|
The
portfolios
Core
Bond Portfolio
Emerging
Markets Local Income Portfolio
Eaton
Vance Floating Rate Portfolio
Global
Income Builder Portfolio
GLOBAL
MACRO ABSOLUTE RETURN ADVANTAGE PORTFOLIO
Global
Macro Capital Opportunities Portfolio
GLobal
Macro Portfolio
Global
Opportunities Portfolio
Greater
India Portfolio
High
Income Opportunities Portfolio
International
Income Portfolio
Senior
Debt Portfolio
Stock
Portfolio
Tax-Managed
Growth Portfolio
Tax-Managed
International Equity Portfolio
Tax-Managed
Multi-Cap Growth Portfolio
Tax-Managed
Small-Cap Portfolio
Tax-Managed
Value Portfolio
5-to-15
Year Laddered Municipal Bond Portfolio
(each
a “Portfolio” and, together, the “Portfolios”)
|
The separate series of each Trust as set forth
on Appendix A to the enclosed Proxy Statement (each a “Series”), together with the Portfolios, are collectively
referred to herein as the “Funds” and, each individually, a “Fund.”
**********
General Information
This Proxy Statement
is being furnished in connection with the solicitation of proxies by the Boards of Trustees or Boards of Directors, as applicable
(each, a “Board” and, collectively, the “Boards”), of your Series at a meeting to be held jointly at the
principal office of the Series, Two International Place, Boston, Massachusetts 02110, on February 18, 2021 at 11:30 a.m. (Eastern
Time), and at any and all adjournments or postponements thereof (the “Meeting”), at which shareholders of each Series
will be asked to approve, or to submit voting instructions to approve, a new investment advisory agreement with Eaton Vance Management
(“Eaton Vance”) or Boston Management and Research (“BMR” and, together with Eaton Vance, the “Advisers”
and, each individually, an “Adviser”), as applicable, and shareholders of certain Series will also be asked to approve,
or to submit voting instructions to approve, a new investment sub-advisory agreement (each, a “Proposal” and, collectively,
the “Proposals”).
This Proxy Statement,
along with the enclosed Notice of Joint Special Meeting of Shareholders and the accompanying proxy card(s), is being mailed to
shareholders on or about December 23, 2020. It explains what you should know before voting or providing voting instructions on
the matters described herein. Please read it carefully and keep it for future reference.
The Advisers provide
investment advisory and, in many cases, administrative services to the Funds (except for Series listed on Appendix B that
do not currently have investment advisory agreements in place (the “New IAA Series”), for which new investment advisory
agreements are being proposed with Eaton Vance and, if applicable, sub-advisory agreements with the applicable sub-adviser). For
some Funds advised by Eaton Vance, Eaton Vance provides investment advisory services pursuant to an investment advisory agreement
and administrative services pursuant to a separate administrative services agreement. For other Funds advised by Eaton Vance, Eaton
Vance provides investment advisory and administrative services
pursuant to a single investment advisory
and administrative agreement. For Funds advised by BMR, BMR provides investment advisory services pursuant to an investment advisory
agreement and for some, but not all such Funds, Eaton Vance provides administrative services pursuant to a separate administrative
services agreement. For the purposes of this Proxy Statement, the term “investment advisory agreement” is, unless otherwise
noted, used to refer to each investment advisory agreement and investment advisory and administrative agreement (regardless of
the counterparty or type of agreement).
In addition, certain
Funds have investment sub-advisory relationships with Eaton Vance Advisers International Ltd. (“EVAIL”), Parametric
Portfolio Associates LLC (“Parametric”), Goldman Sachs Asset Management, L.P. (“GSAM”), BMO Global Asset
Management (Asia) Limited (“BMO GAM (Asia)”), Atlanta Capital Management Company, LLC (“Atlanta Capital”),
Hexavest Inc. (“Hexavest”), or Richard Bernstein Advisors LLC (“RBA”) (each a “Sub-Adviser”
and, collectively, the “Sub-Advisers”). Each of EVAIL, Parametric, Atlanta Capital, and Hexavest is an affiliate of
the Advisers. For the purposes of this Proxy Statement, the term “investment sub-advisory agreement” is, unless otherwise
noted, used to refer to agreements with any of the Sub-Advisers.
Each Proposal is
described in detail below. You are being asked to vote on Proposal 1 and Proposal 2, as applicable. With respect to Proposal 3
and Proposal 4, if your Series invests its assets in a Portfolio or other underlying Fund pursuant to a master-feeder or fund-of-funds
arrangement (as listed in Appendix U) (each, an “Investing Fund” and the Portfolios and other underlying Funds,
the “Underlying Funds”), you are being asked to provide voting instructions to the Investing Fund with respect to how,
as a beneficial owner of an interest in the Underlying Fund, the Investing Fund should vote in connection with the approval of
a new investment advisory agreement and, if applicable, a new investment sub-advisory agreement for such Underlying Fund.
The new investment
advisory agreements with Eaton Vance for the New IAA Series and the new investment sub-advisory agreements with EVAIL or Parametric
for the New IAA Series are proposed to become effective for the New IAA Series regardless of whether the Transaction (as defined
below) is completed. If approved by shareholders, the new investment advisory agreements and the new investment sub-advisory agreements
for the New IAA Series will take effect as of the closing of the Transaction or on another date determined by an officer of the
Series. The implementation of the new investment advisory and investment sub-advisory agreements with respect to the other Funds
are subject to the closing of the Transaction. Shareholders are not entitled to any appraisal
rights or similar rights of dissenters in connection with any Proposal to be considered at the Meeting.
Questions and Answers
Q: Why am I being asked to
vote?
A: On October 7, 2020,
Eaton Vance Corp. (“EVC”), the parent company of the Advisers, entered into a definitive agreement and plan of
merger (the “Merger Agreement”) with Morgan Stanley pursuant to which Morgan Stanley will acquire EVC and its
affiliates, including both of the Advisers (the “Transaction”). The closing of the Transaction is subject to the
completion or waiver of various conditions, and is expected to close in the second quarter of 2021 (the
“Closing”).
The Transaction is relevant to your
Fund(s) because either Eaton Vance or BMR serves as investment adviser to your Fund or as investment adviser to a Fund in which
your Fund invests. In addition, certain Funds have investment sub-advisory relationships with the Sub-Advisers. Because each of
the Advisers, EVAIL, Parametric, and Atlanta Capital are wholly-owned subsidiaries of EVC, upon the Closing, each of the Advisers,
EVAIL, Parametric, and Atlanta Capital will become indirect wholly-owned subsidiaries of Morgan Stanley. Hexavest, which is 49%
owned by an affiliate of EVC, will become 49% owned directly or indirectly by Morgan Stanley upon the Closing.
Upon the Closing, each Fund’s
investment advisory agreement with its Adviser and, if applicable, investment sub-advisory agreement with its Sub-Adviser, may
be deemed to automatically terminate. This is because the Investment Company Act of 1940, as amended (the “1940 Act”),
which regulates investment companies such as the Funds, requires investment advisory and investment sub-advisory agreements to
terminate automatically in the event of an assignment of the agreement.
With respect to the New IAA Series,
which invest their assets in a Portfolio pursuant to a master-feeder arrangement, there is currently no investment advisory agreement
or sub-advisory agreement in place. Rather, there exists an investment advisory agreement between the underlying Portfolio and
BMR and, if applicable, a sub-advisory agreement between BMR and the applicable Sub-Adviser, and the New IAA Series allocates all
of its assets to such underlying Portfolio. For consistency across similarly structured funds and investment flexibility, Eaton
Vance proposed, and the Board of each such New IAA Series has approved, new investment advisory agreements and, where applicable,
sub-advisory agreements, with respect to the New IAA Series. These agreements are being proposed irrespective of the Transaction
and are proposed to become effective even if the Closing does not occur. If the investment advisory agreement and, if applicable,
investment sub-advisory agreement are approved by shareholders of a New IAA Series, the new agreement(s) will become effective
as of the Closing or on another date determined by an officer of the Series. If the Closing does not occur, EVC will continue to
be the parent company of each of the Advisers, EVAIL, Parametric, and Atlanta Capital and an affiliate of EVC will continue to
own 49% of Hexavest.
Each Fund’s Board unanimously
recommends that you approve, and/or submit voting instructions to approve, a new investment advisory agreement with the applicable
Adviser and, if applicable, a new investment sub-advisory agreement with the applicable Sub-Adviser, to ensure that these entities
will serve as the Funds’ investment advisers and, if applicable, sub-advisers upon the Closing. In connection with the
Transaction, each Adviser proposed, and each Fund’s Board approved, a new investment advisory agreement and, if applicable,
investment sub-advisory agreement for each Fund. This Proxy Statement describes the Transaction and the new investment advisory
agreement and, if applicable, the new investment sub-advisory agreement for each Fund.
Q: How will the
Transaction affect the Advisers and the Sub-Advisers?
A: Following the
Closing, each of Eaton Vance and BMR is expected to operate as an indirect wholly-owned subsidiary of Morgan Stanley and is
expected to retain its existing portfolio management and other key personnel who provide services to the Funds. Further,
EVAIL, Parametric, Atlanta Capital, and Hexavest are expected to maintain their respective portfolio management and other key
personnel who provide services to the Funds. The Transaction is not expected to affect GSAM, BMO GAM (Asia), or RBA.
Q: How will the
Transaction potentially benefit my Fund?
A: It is expected that
the Transaction will deliver long-term financial benefits for the Funds. The combined business of EVC and Morgan Stanley will
offer a unique public and private market investment solution set to clients in the industry and is expected to have the
resources to bring deep capital markets and value-added service excellence to EVC and its affiliates’ relationships.
Approval of the new investment advisory and investment sub-advisory agreements will provide continuity of the investment
program you selected through your investment in the Fund(s) and help to ensure that each Fund’s operations continue
uninterrupted after the Closing.
Q: How does the proposed
investment advisory agreement and proposed investment sub-advisory agreement, as applicable, differ from my Fund’s
current investment advisory agreement and investment sub-advisory agreement, as applicable?
A: While certain
provisions have been updated, the proposed investment advisory agreements with each Adviser are substantially similar to the
current investment advisory agreements with such Adviser, and the proposed investment sub-advisory agreements with each
Sub-Adviser are substantially similar to the current investment sub-advisory agreements with such Sub-Adviser. The services
that your Fund(s) will receive under the new investment advisory agreement and, if applicable, investment sub-advisory
agreement are expected to be substantially similar to those it receives under the current investment advisory agreement and,
if applicable, investment sub-advisory agreement.
The material differences between (i)
the provisions of the proposed investment advisory agreement and each Fund’s current investment advisory agreement and, if
applicable, (ii) the provisions of the proposed investment sub-advisory agreement and a Fund’s current investment sub-advisory
agreement, are described in more detail within this Proxy Statement and in various Appendices to this Proxy Statement.
For each New IAA Series, the proposed
investment advisory agreement with Eaton Vance and, if applicable, the proposed investment sub-advisory agreement between Eaton
Vance and the applicable Sub-Adviser, are substantially similar to the current investment advisory agreements between BMR and the
applicable Portfolio in which each such New IAA Series invests and, if applicable, the current investment sub-advisory agreement
between BMR and the applicable Sub-Adviser.
Q: Will my Fund’s contractual management
fee rates increase?
A: No. As shown in Appendices
D and E hereto, respectively, the investment advisory fee rates and the investment advisory and administrative services
fee rates (collectively referred to as “management fee” rates) proposed for the Funds will remain the same as under their
existing agreements. No Sub-Adviser will receive increased investment sub-advisory fees as a result of the Transaction, as
shown in Appendix F. The Advisers and certain of the Sub-Advisers have contractually agreed to reimburse certain
Funds’ expenses for a specified period and will continue to do so following the Transaction, as set forth in Appendix
G.
No changes in the management fees paid
by the New IAA Series are anticipated if these agreements are approved by shareholders. Eaton Vance will not charge a management
fee with respect to Series assets invested in an underlying Portfolio or other investment company for which Eaton Vance or its
affiliates serve as investment adviser and receive an advisory fee. In the event Eaton Vance manages directly any assets of a New
IAA Series, the applicable management fee rate payable by such New IAA Series will be the same as that payable to BMR by its corresponding
Portfolio. Each New IAA Series expects to continue to invest all of its assets in its respective underlying Portfolio.
Q: Will the new investment
advisory agreement and the new investment sub-advisory agreement result in any changes in the portfolio management,
investment objective(s), or investment strategy of my Fund?
A: No. The new
agreements are not expected to result in any changes to any Fund’s investment objective(s) or investment strategy.
Further, the portfolio managers for each Fund (except the New IAA Series, which currently have no portfolio managers) are
expected to continue in such roles upon the Closing. The New IAA Series will have the same portfolio managers as their
respective corresponding Portfolio, although Eaton Vance will serve as investment adviser to the New IAA Series and BMR will
continue to serve as investment adviser to the Portfolios. Eaton Vance and BMR are each wholly-owned subsidiaries of EVC that
share common officers, employees, and resources with respect to the management of the applicable Series.
Q: Will one Proposal pass if the other
Proposals are not approved?
A: Except
with respect to the New IAA Series, the Proposals are subject to the Closing. If the Closing does not occur, the Proposals
will be deemed null and the Boards will consider whether other actions are warranted, except that investment advisory and
sub-advisory agreements for New IAA Series will be implemented if approved by shareholders. Proposal 1 is not contingent on
the approval of any other Proposal. Proposal 2, with respect to a particular Series, is contingent upon approval of Proposal
1 by that Series. If the shareholders of a given Series do not approve Proposal 1, then Proposal 2 will be deemed null with
respect to that Series and the Board of that Series will then consider whether other actions, if any, are warranted.
Proposal 3 and Proposal
4 request instructions on how an Investing Fund should vote its interest in one or more Underlying Funds, and are therefore not
contingent on the approval of any other Proposal. At the meetings of the Underlying Funds, which will take place on February 18,
2021, the approval of an Underlying Fund’s investment advisory agreement (for which Proposal 3 seeks your instructions) will
not be contingent on the approval of any other proposal and the approval of an Underlying
Fund’s investment
sub-advisory agreement, as applicable (for which Proposal 4 seeks your instructions), will be contingent on the approval of such
Underlying Fund’s investment advisory agreement. If the interestholders of a given Underlying Fund do not approve the new
investment advisory agreement for such Underlying Fund (for which Proposal 3 seeks your instructions), then any approval of the
new investment sub-advisory agreement for such Underlying Fund (for which Proposal 4 seeks your instructions) will be deemed null
with respect to that Underlying Fund and the Board of that Underlying Fund will then consider whether other actions, if any, are
warranted.
Q: Will the Transaction be
completed if the Proposal(s) are not approved?
A:
The Closing may take place even if shareholders of a Fund(s) do not approve the Proposal(s). If this should happen, the
Board(s) of such Fund(s) would consider what additional actions to take, which could include continuing to solicit approval
of a new investment advisory or sub-advisory agreement. In addition, the Advisers could (and expect to) propose that the
Board of each Fund approve an interim investment advisory agreement and, as applicable, an interim investment sub-advisory
agreement to permit continuity of management while solicitation continues. The terms of the interim investment advisory and
sub-advisory agreements would be identical to those of the current agreements except for term and escrow provisions required
by applicable law.
Q: I am the shareholder of
a Series that invests its assets in one or more Portfolios or other Underlying Funds. Why am I being asked to provide voting
instructions for Proposals 3 and 4?
A: Certain
Series are Investing Funds that invest their assets in one or more Underlying Funds (Portfolios or other Underlying Funds) in
a master-feeder or fund-of-funds arrangement. The Underlying Fund(s) in which these Investing Funds invest are set forth in Appendix
U. Shareholders of each Investing Fund are being asked to provide instructions regarding
how their Investing Fund(s), as beneficial owner of interests in the Underlying Fund, should vote on the proposals to approve
the new investment advisory agreement and any applicable new investment sub-advisory agreement for the Underlying Fund. This
means that each Investing Fund will vote its interest in the Underlying Fund in accordance with the voting instructions
received from the Investing Fund’s shareholders and will vote its interest in the Underlying Fund with respect to which
it has not received voting instructions in the same proportion (for, against, or abstain) as the interest for which it has
received timely instructions from other Series shareholders (this is known as
“echo voting”). The Investing Funds do not require that a specified
number of shareholders submit voting instructions before an Investing Fund will vote its interest in the applicable
Underlying Fund at the applicable meeting of holders of such Underlying Fund (the meeting of the interestholders of the
Portfolios to be held separately from the Meeting held for shareholders of the Series). Because each Investing Fund will vote
its interest in one or more Underlying Funds using echo voting, a small number of shareholders could determine how an
Investing Fund votes its interest in the applicable Underlying Fund. If an Underlying Fund has interestholders in addition to
an Investing Fund, it is possible that a Proposal may be approved by the Underlying Fund even if it is not approved by such
Investing Fund’s shareholders.
If
you are a shareholder in an Investing Fund that invests in an Underlying Fund, you will be asked to vote to approve the new investment
advisory agreement and, if applicable, a new investment sub-advisory agreement for your Investing Fund and will also be asked to
provide voting instructions with respect to the approval of the new investment advisory agreement and, if applicable, a new investment
sub-advisory agreement for the Underlying Fund(s) in which your Investing Fund invests.
Q: How does the Board
recommend that shareholders of each Fund vote on the Proposals?
A: Each Board
unanimously recommends that you vote, or submit voting instructions, FOR each Proposal applicable to your Fund(s).
Q: Who is asking for my vote?
A: The enclosed proxy
card is solicited by each Series’s Board for use at the Meeting of each Series to be held on February 18, 2021 and, if
your Series’s Meeting is adjourned or postponed, at any later meetings held, as permitted by such Series’s
organizational documents, for the purposes stated in the Notice of Joint Special Meeting provided herewith. The Notice of
Joint Special Meeting, the proxy cards, and the Proxy Statement are expected to be mailed beginning on or about December 23,
2020. The Investing Funds will vote their interests in the Portfolios at a separate meeting of Portfolio interestholders to
be held on February 18, 2021.
Q: Who is eligible to vote?
A: Shareholders of
record of each Series at the close of business on December 11, 2020 (the “Record Date”) who have voting power
with respect to such shares are entitled to be present and to vote and, as applicable, give instruction at the Meeting. Such
Record Date shall apply to any adjourned or postponed meeting unless the Board fixes a new record date.
The number of voting securities of each
Series outstanding and entitled to vote on the Record Date, is shown in Appendix H. Each whole share held by a shareholder
having voting power with respect to such share is entitled to one vote, with fractional shares voting proportionately. Shares represented
by your duly executed proxy card(s) will be voted in accordance with your instructions. If you sign the proxy card, but do not
fill in a vote, your shares will be voted in accordance with the Board’s recommendation. If any other business is brought
before your Series’s Meeting, your shares will be voted at the discretion of the persons designated on the proxy card.
Q: I am the owner of a
variable life insurance separate account or a variable annuity contract offered by my insurance company. I am not a
shareholder of the Funds. Why am I being asked to vote on proposals for Fund shareholders?
A: You have previously
directed your insurance company to invest certain proceeds relating to your variable life insurance separate account and/or
variable annuity contract (each a “Contract”) in Eaton Vance VT Floating-Rate Income Fund or another Fund whose
shares are available as an investment vehicle for Contracts (each an, “Insurance Underlying Fund”). Although you
receive the gains, losses, and income from this investment, your insurance company holds on your behalf any shares
corresponding to your account’s investment in an Insurance Underlying Fund. Thus, you are not the
“shareholder” of an Insurance Underlying Fund; rather, your insurance company is the shareholder. However, you
have the right to instruct your insurance company on how to vote your Insurance Underlying Fund shares corresponding to your
investment through your Contract. It is your insurance company, as the shareholder, that will actually vote the shares that
correspond to your investment (likely by executing a proxy card) once it receives instructions from its Contract owners.
This Proxy Statement is, therefore,
used to solicit voting instructions from you and other owners of Contracts. All persons entitled to direct the voting of shares
of an Insurance Underlying Fund, whether or not they are shareholders, are described as voting for purposes of the Proxy Statement.
Q: How do I vote my
shares?
A: You may vote your shares
in one of four ways:
|
·
|
By telephone: Call the toll-free number printed on the enclosed
proxy card(s) and follow the directions.
|
|
·
|
By internet: Access the website address printed on the enclosed
proxy card(s) and follow the directions on the website.
|
|
·
|
By mail: Complete, sign, and date the proxy card(s) you received
and return in the self-addressed, postage-paid envelope.
|
|
·
|
At the Meeting: Vote your shares at the Meeting scheduled
to be held at the principal office of the Funds, Two International Place, Boston, Massachusetts 02110, on February 18, 2021 at
11:30 a.m. Eastern Time.
|
Q: Is my Fund paying for
the Transaction or this proxy solicitation?
A: No. The Funds will
not bear any portion of the costs associated with the Transaction. All costs of this Proxy Statement and the Meeting,
including proxy solicitation costs, legal fees, and the costs of printing and mailing this Proxy Statement, will be borne by
EVC.
Summary of Proposals
The following
is a summary of each Proposal to be presented at the Meeting, and identifies which Series’s shareholders are being asked
to vote on, or provide voting instructions with respect to, each Proposal. The enclosed proxy card(s) indicate the Series in which
you hold shares and the Proposals on which you are being asked to vote or provide instructions.
Proposals:
|
1.
|
To approve a new investment advisory agreement for each Series with Eaton Vance Management (“Eaton
Vance”) or Boston Management and Research (“BMR”), as applicable
|
|
1A.
|
To approve a new investment advisory agreement with Eaton Vance or BMR, as applicable, to serve
as the Series’s investment adviser
|
Eaton
Vance
Eaton
Vance Growth Trust
Eaton
Vance Worldwide Health Sciences Fund
Eaton
Vance Mutual Funds Trust
Eaton
Vance AMT-Free Municipal Income Fund
Eaton
Vance Emerging and Frontier Countries Equity Fund
Eaton
Vance Emerging Markets Local Income Fund
Eaton
Vance Floating-Rate Advantage Fund*
Eaton
Vance Floating-Rate Fund*
Eaton
Vance Floating-Rate & High Income Fund
Eaton
Vance High Income Opportunities Fund*
Eaton
Vance Global Bond Fund
Eaton
Vance Global Macro Absolute Return Fund
Eaton
Vance Short Duration Strategic Income Fund
Eaton
Vance Stock Fund*
Eaton
Vance Tax-Managed Equity Asset Allocation Fund
Eaton
Vance Tax-Managed Global Dividend Income Fund
Eaton
Vance Tax-Managed Growth Fund 1.1*
Eaton
Vance Tax-Managed Growth Fund 1.2*
Eaton
Vance Tax-Managed Multi-Cap Growth Fund*
Eaton
Vance Tax-Managed Small-Cap Fund*
Eaton
Vance Tax-Managed Value Fund*
Parametric
Emerging Markets Fund
Parametric
Tax-Managed International Equity Fund*
Eaton
Vance Series Trust
Eaton
Vance Tax-Managed Growth Fund 1.0*
Eaton
Vance Series Trust II
Parametric
Tax-Managed Emerging Markets Fund
Eaton
Vance Special Investment Trust
Eaton
Vance Balanced Fund
Eaton
Vance Core Bond Fund*
Eaton
Vance Real Estate Fund
Eaton
Vance Short Duration Inflation-Protected Income Fund
Eaton
Vance Variable Trust
Eaton
Vance VT Floating-Rate Income Fund
*
Denotes Series that currently have no investment advisory agreement and for which approval is being sought for a new investment
advisory agreement (New IAA Series).
BMR
Eaton
Vance Growth Trust
Eaton
Vance Atlanta Capital Focused Growth Fund
Eaton
Vance Atlanta Capital SMID-Cap Fund
Eaton
Vance Greater China Growth Fund
Eaton
Vance Investment Trust
Eaton
Vance Floating-Rate Municipal Income Fund
Eaton
Vance National Limited Maturity Municipal Income Fund
Eaton
Vance New York Municipal Opportunities Fund
Eaton
Vance Municipals Trust
Eaton
Vance Arizona Municipal Income Fund
Eaton
Vance California Municipal Opportunities Fund
Eaton
Vance Connecticut Municipal Income Fund
Eaton
Vance Georgia Municipal Income Fund
Eaton
Vance Maryland Municipal Income Fund
Eaton
Vance Massachusetts Municipal Income Fund
Eaton
Vance Minnesota Municipal Income Fund
Eaton
Vance Missouri Municipal Income Fund
Eaton
Vance National Municipal Income Fund
Eaton
Vance New Jersey Municipal Income Fund
Eaton
Vance New York Municipal Income Fund
Eaton
Vance North Carolina Municipal Income Fund
Eaton
Vance Ohio Municipal Income Fund
Eaton
Vance Oregon Municipal Income Fund
Eaton
Vance Pennsylvania Municipal Income Fund
Eaton
Vance South Carolina Municipal Income Fund
Eaton
Vance Virginia Municipal Income Fund
Eaton
Vance Municipals Trust II
Eaton
Vance High Yield Municipal Income Fund
Eaton
Vance Mutual Funds Trust
Eaton
Vance Core Plus Bond Fund
Eaton
Vance Global Income Builder Fund
Eaton
Vance Global Small-Cap Equity Fund
Eaton
Vance Government Opportunities Fund
Eaton
Vance Short Duration Government Income Fund
Eaton
Vance Series Trust II
Eaton
Vance Income Fund of Boston
Eaton
Vance Special Investment Trust
Eaton
Vance Dividend Builder Fund
Eaton
Vance Greater India Fund
Eaton
Vance Growth Fund
Eaton
Vance Large-Cap Value Fund
Eaton
Vance Small-Cap Fund
Eaton
Vance Special Equities Fund
|
1B.
|
To approve a new investment advisory and administrative agreement with Eaton Vance to serve as
the Series’s investment adviser and administrator
|
Eaton
Vance Growth Trust
Eaton
Vance Atlanta Capital Select Equity Fund
Eaton
Vance Focused Global Opportunities Fund
Eaton
Vance Focused Growth Opportunities Fund
Eaton
Vance Focused Value Opportunities Fund
Eaton
Vance Hexavest Global Equity Fund
Eaton
Vance Hexavest International Equity Fund
Eaton
Vance International Small-Cap Fund
Eaton
Vance Richard Bernstein All Asset Strategy Fund
Eaton
Vance Richard Bernstein Equity Strategy Fund
Eaton
Vance Investment Trust
Eaton
Vance Short Duration Municipal Opportunities Fund
Eaton
Vance Municipals Trust
Eaton
Vance Municipal Opportunities Fund
Eaton
Vance Municipals Trust II
Parametric
TABS Intermediate-Term Municipal Bond Fund
Parametric
TABS Short-Term Municipal Bond Fund
Parametric
TABS 1-to-10 Year Laddered Municipal Bond Fund
Parametric
TABS 5-to-15 Year Laddered Municipal Bond Fund
Parametric
TABS 10-to-20 Year Laddered Municipal Bond Fund
Eaton
Vance Mutual Funds Trust
Eaton
Vance Emerging Markets Debt Fund
Eaton
Vance Global Macro Absolute Return Advantage Fund
Eaton
Vance Multi-Asset Credit Fund
Eaton
Vance Short Duration High Income Fund
Parametric
Commodity Strategy Fund
Parametric
Dividend Income Fund
Parametric
International Equity Fund
Parametric
Volatility Risk Premium – Defensive Fund
Eaton
Vance Series Fund, Inc.
Eaton
Vance Emerging Markets Debt Opportunities Fund
Eaton
Vance NextShares Trust
Eaton
Vance Global Income Builder NextShares
Eaton
Vance Stock NextShares
Eaton
Vance NextShares Trust II
Eaton
Vance TABS 5-to-15 Year Laddered Municipal Bond NextShares
|
2.
|
To approve a new investment sub-advisory agreement with the noted Sub-Adviser for each applicable
Series listed below
|
|
2A.
|
To approve a new investment sub-advisory agreement with Eaton Vance Advisers International Ltd.
(“EVAIL”) to serve as the Series’s investment sub-adviser
|
Eaton
Vance Growth Trust
Eaton
Vance Focused Global Opportunities Fund
Eaton
Vance International Small-Cap Fund
Eaton
Vance Worldwide Health Sciences Fund
Eaton
Vance Mutual Funds Trust
Eaton
Vance Global Income Builder Fund
Eaton
Vance Global Small-Cap Equity Fund
Eaton
Vance High Income Opportunities Fund*
Eaton
Vance Multi-Asset Credit Fund
Eaton
Vance Tax-Managed Global Dividend Income Fund
Eaton
Vance Series Trust II
Eaton
Vance Income Fund of Boston
Eaton
Vance NextShares Trust
Eaton
Vance Global Income Builder NextShares
*
Denotes New IAA Series that currently have no investment sub-advisory agreement and for which approval is being sought for a new
investment sub-advisory agreement.
|
2B.
|
To approve a new investment sub-advisory agreement with Parametric Portfolio Associates LLC (“Parametric”)
to serve as the Series’s investment sub-adviser
|
Eaton
Vance Municipals Trust II
Parametric
TABS Intermediate-Term Municipal Bond Fund
Parametric
TABS Short-Term Municipal Bond Fund
Parametric
TABS 1-to-10 Year Laddered Municipal Bond Fund
Parametric
TABS 5-to-15 Year Laddered Municipal Bond Fund
Parametric
TABS 10-to-20 Year Laddered Municipal Bond Fund
Eaton
Vance Mutual Funds Trust
Parametric
Commodity Strategy Fund
Parametric
Dividend Income Fund
Parametric
Emerging Markets Fund
Parametric
International Equity Fund
Parametric
Tax-Managed International Equity Fund*
Parametric
Volatility Risk Premium – Defensive Fund
Eaton
Vance Series Trust II
Parametric
Tax-Managed Emerging Markets Fund
Eaton
Vance NextShares Trust II
Eaton
Vance TABS 5-to-15 Year Laddered Municipal Bond NextShares
*
Denotes New IAA Series that currently has no investment sub-advisory agreement and for which approval is being sought for a new
investment sub-advisory agreement.
|
2C.
|
To approve a new investment sub-advisory agreement with Goldman Sachs Asset Management, L.P. (“GSAM”)
to serve as the Series’s investment sub-adviser
|
Eaton
Vance Special Investment Trust
Eaton
Vance Greater India Fund
|
2D.
|
To approve a new investment sub-advisory agreement with BMO Global Asset Management (Asia) Limited
(“BMO GAM (Asia)”) to serve as the Series’s investment sub-adviser
|
Eaton
Vance Growth Trust
Eaton
Vance Greater China Growth Fund
|
2E.
|
To approve a new investment sub-advisory agreement with Atlanta Capital Management Company, LLC
(“Atlanta Capital”) to serve as the Series’s investment sub-adviser
|
Eaton
Vance Growth Trust
Eaton
Vance Atlanta Capital Focused Growth Fund
Eaton
Vance Atlanta Capital Select Equity Fund
Eaton
Vance Atlanta Capital SMID-Cap Fund
|
2F.
|
To approve a new investment sub-advisory agreement with Hexavest Inc. (“Hexavest”)
to serve as the Series’s investment sub-adviser
|
Eaton
Vance Growth Trust
Eaton
Vance Hexavest Global Equity Fund
Eaton
Vance Hexavest International Equity Fund
|
2G.
|
To approve a new investment sub-advisory agreement with Richard Bernstein Advisors LLC (“RBA”)
to serve as the Series’s investment sub-adviser
|
Eaton
Vance Growth Trust
Eaton
Vance Richard Bernstein All Asset Strategy Fund
Eaton
Vance Richard Bernstein Equity Strategy Fund
|
3.
|
To provide voting instructions to each applicable Investing Fund with respect to the approval of
a new investment advisory agreement with Eaton Vance or BMR, as applicable, to serve as investment adviser to the Underlying Fund(s)
in which such Investing Fund invests
|
|
3A.
|
To provide voting instructions to each applicable Investing Fund, each of which invests pursuant
to a master-feeder arrangement, with respect to the approval of a new investment advisory agreement with BMR to serve as investment
adviser to the Portfolio in which such Investing Fund invests
|
Investing Fund
|
Portfolio
|
Eaton Vance Core Bond Fund
|
Core Bond Portfolio
|
Eaton Vance Emerging and Frontier Countries Equity Fund
|
Global Macro Capital Opportunities Portfolio
|
Eaton Vance Emerging Markets Local Income Fund
|
Emerging Markets Local Income Portfolio
|
Eaton Vance Floating-Rate Advantage Fund
|
Senior Debt Portfolio
|
Eaton Vance Floating-Rate Fund
|
Eaton Vance Floating Rate Portfolio
|
Eaton Vance Global Bond Fund
|
International Income Portfolio
|
Eaton Vance Global Income Builder Fund
|
Global Income Builder Portfolio
|
Eaton Vance Global Income Builder NextShares
|
Global Income Builder Portfolio
|
Eaton Vance Global Macro Absolute Return Advantage Fund
|
Global Macro Absolute Return Advantage Portfolio
|
Eaton Vance Global Macro Absolute Return Fund
|
Global Macro Portfolio
|
Eaton Vance Greater India Fund
|
Greater India Portfolio
|
Eaton Vance High Income Opportunities Fund
|
High Income Opportunities Portfolio
|
Eaton Vance Stock Fund
|
Stock Portfolio
|
Eaton Vance Stock NextShares
|
Stock Portfolio
|
Eaton Vance TABS 5-to-15 Year Laddered Municipal Bond NextShares
|
5-to-15 Year Laddered Municipal Bond Portfolio
|
Eaton Vance Tax-Managed Growth Fund 1.0
|
Tax-Managed Growth Portfolio
|
Eaton Vance Tax-Managed Growth Fund 1.1
|
Tax-Managed Growth Portfolio
|
Eaton Vance Tax-Managed Growth Fund 1.2
|
Tax-Managed Growth Portfolio
|
Eaton Vance Tax-Managed Multi-Cap Growth Fund
|
Tax-Managed Multi-Cap Growth Portfolio
|
Eaton Vance Tax-Managed Small-Cap Fund
|
Tax-Managed Small-Cap Portfolio
|
Eaton Vance Tax-Managed Value Fund
|
Tax-Managed Value Portfolio
|
Parametric TABS 5-to-15 Year Laddered Municipal Bond Fund
|
5-to-15 Year Laddered Municipal Bond Portfolio
|
Parametric Tax-Managed International Equity Fund
|
Tax-Managed International Equity Portfolio
|
|
3B.
|
To provide voting instructions to Eaton Vance Floating-Rate & High Income Fund, which invests
pursuant to a fund-of-funds arrangement, with respect to the approval of a new investment advisory agreement with BMR to serve
as investment adviser to Eaton Vance Floating Rate Portfolio
|
|
3C.
|
To provide voting instructions to Eaton Vance Floating-Rate & High Income Fund, which invests
pursuant to a fund-of-funds arrangement, with respect to the approval of a new investment advisory agreement with BMR to serve
as investment adviser to High Income Opportunities Portfolio
|
|
3D.
|
To provide voting instructions to Eaton Vance Tax-Managed Equity Asset Allocation Fund, which invests
pursuant to a fund-of-funds arrangement, with respect to the approval of a new investment advisory agreement with BMR to serve
as investment adviser to Tax-Managed Growth Portfolio
|
|
3E.
|
To provide voting instructions to Eaton Vance Tax-Managed Equity Asset Allocation Fund, which invests
pursuant to a fund-of-funds arrangement, with respect to the approval of a new investment advisory agreement with BMR to serve
as investment adviser to Tax-Managed International Equity Portfolio
|
|
3F.
|
To provide voting instructions to Eaton Vance Tax-Managed Equity Asset Allocation Fund, which invests
pursuant to a fund-of-funds arrangement, with respect to the approval of a new investment advisory agreement with BMR to serve
as investment adviser to Tax-Managed Multi-Cap Growth Portfolio
|
|
3G.
|
To provide voting instructions to Eaton Vance Tax-Managed Equity Asset Allocation Fund, which invests
pursuant to a fund-of-funds arrangement, with respect to the approval of a new investment advisory agreement with BMR to serve
as investment adviser to Tax-Managed Small-Cap Portfolio
|
|
3H.
|
To provide voting instructions to Eaton Vance Tax-Managed Equity Asset Allocation Fund, which invests
pursuant to a fund-of-funds arrangement, with respect to the approval of a new investment advisory agreement with BMR to serve
as investment adviser to Tax-Managed Value Portfolio
|
|
3I.
|
To provide voting instructions to Eaton Vance Balanced Fund, which invests pursuant to a fund-of-funds
arrangement, with respect to the approval of a new investment advisory agreement with BMR to serve as investment adviser to Core
Bond Portfolio
|
|
3J.
|
To provide voting instructions to Eaton Vance Balanced Fund, which invests pursuant to a fund-of-funds
arrangement, with respect to the approval of a new investment advisory agreement with BMR to serve as investment adviser to Stock
Portfolio
|
|
3L.
|
To provide voting instructions to Eaton Vance Short Duration Inflation-Protected Income Fund, which
invests pursuant to a fund-of-funds arrangement, with respect to the approval of a new investment advisory agreement with BMR to
serve as investment adviser to Senior Debt Portfolio
|
|
3M.
|
To provide voting instructions to Eaton Vance Short Duration Strategic Income Fund, which invests
pursuant to a fund-of-funds arrangement, with respect to the approval of a new investment advisory agreement with BMR to serve
as investment adviser to Global Opportunities Portfolio
|
|
3N.
|
To provide voting instructions to Eaton Vance Short Duration Strategic Income Fund, which invests
pursuant to a fund-of-funds arrangement, with respect to the approval of a new investment advisory agreement with BMR to serve
as investment adviser to Global Macro Absolute Return Advantage Portfolio
|
|
3O.
|
To provide voting instructions to Eaton Vance Short Duration Strategic Income Fund, which invests
pursuant to a fund-of-funds arrangement, with respect to the approval of a new investment advisory agreement with BMR to serve
as investment adviser to Senior Debt Portfolio
|
|
3P.
|
To provide voting instructions to Eaton Vance Short Duration Strategic Income Fund, which invests
pursuant to a fund-of-funds arrangement, with respect to the approval of a new investment advisory agreement with BMR to serve
as investment adviser to Emerging Markets Local Income Portfolio
|
|
3Q.
|
To provide voting instructions to Eaton Vance Short Duration Strategic Income Fund, which invests
pursuant to a fund-of-funds arrangement, with respect to the approval of a new investment advisory and administrative agreement
with Eaton Vance to serve as investment adviser and administrator to Eaton Vance Emerging Markets Debt Opportunities Fund
|
|
4.
|
To provide voting instructions to each applicable Investing Fund with respect to the approval of
a new investment sub-advisory agreement with the noted Sub-Adviser to serve as investment sub-adviser to the Portfolio(s) in which
such Investing Fund invests
|
|
4A.
|
To provide voting instructions to each applicable Investing Fund, each of which invests pursuant
to a master-feeder arrangement, with respect to the approval of a new investment sub-advisory agreement with EVAIL to serve as
the investment sub-adviser to the Portfolio in which such Investing Fund invests
|
Investing Fund
|
Portfolio
|
Eaton Vance Global Income Builder Fund
|
Global Income Builder Portfolio
|
Eaton Vance Global Income Builder NextShares
|
Global Income Builder Portfolio
|
Eaton Vance High Income Opportunities Fund
|
High Income Opportunities Portfolio
|
|
4B.
|
To provide voting instructions to Eaton Vance Floating-Rate & High Income Fund, which invests
pursuant to a fund-of-funds arrangement, with respect to the approval of a new investment sub-advisory agreement with EVAIL to
serve as the investment sub-adviser to High Income Opportunities Portfolio
|
|
4C.
|
To provide voting instructions to Eaton Vance Tax-Managed Equity Asset Allocation Fund, which invests
pursuant to a fund-of-funds arrangement, with respect to the approval of a new investment sub-advisory agreement with Parametric
to serve as the investment sub-adviser to Tax-Managed International Equity Portfolio
|
|
4D.
|
To provide voting instructions to each applicable Investing Fund, each of which invests pursuant
to a master-feeder arrangement, with respect to the approval of a new investment sub-advisory agreement with Parametric to serve
as the investment sub-adviser to the Portfolio in which such Investing Fund invests
|
Investing Fund
|
Portfolio
|
Parametric Tax-Managed International Equity Fund
|
Tax-Managed International Equity Portfolio
|
Parametric TABS 5-to-15 Year Laddered Municipal Bond Fund
|
5-to-15 Year Laddered Municipal Bond Portfolio
|
Eaton Vance TABS 5-to-15 Year Laddered Municipal Bond NextShares
|
5-to-15 Year Laddered Municipal Bond Portfolio
|
|
4E.
|
To provide voting instructions to Eaton Vance Greater India Fund, which invests pursuant to a master-feeder
arrangement, with respect to the approval of a new investment sub-advisory agreement with GSAM to serve as the investment sub-adviser
to Greater India Portfolio
|
Proposal 1
TO APPROVE A NEW INVESTMENT ADVISORY
AGREEMENT
Each Board has unanimously approved,
and recommends that shareholders of each Series approve, a new investment advisory agreement between the Series and Eaton Vance
or BMR, as applicable, as investment adviser. Eaton Vance and BMR are each wholly-owned subsidiaries of EVC that share common officers,
employees, and resources with respect to the management of the applicable Series.
Proposal 1A:
|
To Approve a New Investment Advisory Agreement with Eaton Vance or BMR, as applicable
|
It is proposed that Eaton Vance
or BMR, as applicable, serve as investment adviser to each Series listed in Proposal 1A under “Summary of Proposals”
herein pursuant to a new investment advisory agreement between each such Series and Eaton Vance or BMR, as applicable.
The form of the proposed investment
advisory agreement with Eaton Vance or BMR, as applicable, is attached as Appendix I. You should refer to Appendix I
for the complete terms of each applicable Series’s proposed investment advisory agreement.
Proposal 1B:
|
To Approve a New Investment Advisory and Administrative Agreement with Eaton Vance
|
It is proposed that Eaton Vance
serve as investment adviser and administrator to each Series listed in Proposal 1B under “Summary of Proposals” herein
pursuant to a new investment advisory and administrative agreement between each such Series and Eaton Vance.
The form of the proposed investment
advisory and administrative agreement is attached as Appendix J. You should refer to Appendix J for the complete
terms of each Series’s applicable proposed investment advisory and administrative agreement.
Proposal 1A:
|
To Approve a New Investment Advisory Agreement with Eaton Vance or BMR
|
Comparison of New Investment Advisory
Agreements with Current Investment Advisory Agreements
Eaton Vance proposed, and each Board
has approved, a new investment advisory agreement for each New IAA Series (each of which currently does not have any investment
advisory agreement in place). The discussions in this section of the terms of the new investment advisory agreements with Eaton
Vance are applicable to the new investment advisory agreements for the New IAA Series but the descriptions of the proposed changes
to the agreements are not. Summaries of the terms of the proposed investment advisory agreements apply equally to all Series unless
otherwise noted. With respect to the Series that are not New IAA Series, each of Eaton Vance and BMR proposed, and each Board approved,
certain changes to the provisions of the current investment advisory agreements for those Series in order to standardize, clarify,
and modernize the terms of the agreements. The Boards believe that this standardization will benefit shareholders by making the
administration of the Series’ investment advisory agreements more efficient.
The terms of the proposed investment
advisory agreements, and material differences between the proposed investment advisory agreements and the current investment advisory
agreements, are described generally below. Differences in language, stylistic changes, and changes to provisions that would not
result in a change to a reasonable substantive interpretation of an agreement are not included in the below description; however,
the complete text of the form of the proposed investment advisory agreement with Eaton Vance or BMR, as applicable, is attached
as Appendix I. The date of each Series’s current investment advisory agreement, the date on which it was last approved
by shareholders, and the date on which its continuance was last approved by the relevant Board is set forth in Appendix L.
Fees. No Series will experience
increased management fee rates as a result of the Transaction. The contractual advisory fee rates for each Series under the proposed
investment advisory agreements with each such Series’s Adviser will be the same as the contractual rate of fees currently
payable to such Adviser under the existing investment advisory agreements. Separately executed permanent contractual management
fee reduction arrangements currently in place for a Series, if any, will be reflected in the compensation terms in that Series’s
new investment advisory agreement. With respect to the New IAA Series, no increase in management fees will result from the proposed
investment advisory agreements because Eaton Vance will not charge a management fee with respect to Series assets invested in an
underlying Portfolio or other investment company for which Eaton Vance or its affiliates serve as investment adviser and receive
an advisory fee. The fee schedules to the current and proposed investment advisory agreements for each relevant Series are described
in Appendix D.
Investment Management Services. The
current and proposed investment advisory agreements contain substantially similar provisions relating to the retention of the Adviser
to act as investment adviser for, and to manage the investment and reinvestment of the assets of, each Series. In pursuit of the
foregoing, each Adviser shall furnish continuously an investment program and shall determine from time to time what securities
and other investments shall be acquired, disposed of, or exchanged and what portion of a Series’s assets shall be held uninvested,
subject always to the applicable restrictions of the relevant Series’s organizational documents and registration statement.
While the respective Adviser’s
role is not changing under the proposed investment advisory agreements, the proposed agreements explicitly state that the Adviser
shall not be deemed to have assumed any duties with respect to, and shall not be responsible for, the distribution of shares of
a Series, nor shall the Adviser be deemed to have any responsibility with respect to functions specifically assumed by any transfer
agent, administrator, custodian, or shareholder servicing agent of the Series. The current investment advisory agreements for Eaton
Vance Emerging and Frontier Countries Equity Fund, Eaton Vance Floating-Rate & High Income Fund, Eaton Vance Balanced Fund,
and Eaton Vance Worldwide Health Sciences Fund already include language to this effect.
With respect to Eaton Vance AMT-Free
Municipal Income Fund, the proposed investment advisory agreement removes language stating that Eaton Vance will at all times use
its best efforts to safeguard and promote the welfare of the Series. The removal of this language does not reflect a substantive
change in light of the fiduciary duty Eaton Vance owes to the Eaton Vance AMT-Free Municipal Income Fund in its role as investment
adviser to the Series.
Best Execution. The proposed
investment advisory agreements provide that the Adviser shall use its best efforts to seek to execute security transactions at
prices that are advantageous to the Series and describe considerations for the Adviser’s selection of brokers and dealers,
including soft dollar considerations, which are subject to policies and procedures adopted by the Board. This concept is included
in various other forms in the current investment advisory agreements for the Series, either through reference to the policies and
procedures adopted by the Board or through a description of best execution considerations. This provision was updated in the proposed
investment advisory agreements to more closely reflect statutory requirements relating to the payment of brokerage commission rates
for investment transactions and align the language across agreements.
While the current investment advisory
agreements for the Series provide that the Adviser shall place purchase and sale orders either directly with the issuer or with
brokers or dealers, the proposed investment advisory agreements provide that the Adviser may also place such orders with futures
commission merchants or other market participants selected by the Adviser. The language in the proposed investment advisory agreements
reflects the different types of investments in which the Series may transact.
Delegation of Responsibilities. The
current and proposed investment advisory agreements (with the exception of the current investment advisory agreement for Eaton
Vance AMT-Free Municipal Income Fund) explicitly permit the Adviser to employ one or more sub-advisers with respect to any Series.
The proposed investment advisory agreements make clear that the Adviser may, with the approval of the Board of a Series and without
the vote of any shareholders of the Series, terminate any agreement with any sub-adviser and/or enter into an agreement with one
or more other sub-advisers, all as permitted by the 1940 Act and the rules thereunder. In addition, pursuant to the proposed investment
advisory agreements, in the event a sub-adviser is employed, the Adviser retains the authority to immediately assume responsibility
for any functions delegated to such sub-adviser, subject to approval by the Board and notice to the sub-adviser; this is also explicitly
permitted by the current investment advisory agreements for certain Series.1
___________________
1
These Series include Eaton Vance Short Duration Inflation-Protected Income Fund, Eaton Vance Floating-Rate &
High Income Fund, Eaton Vance Balanced Fund, Eaton Vance Worldwide Health Sciences Fund, Eaton Vance Core Plus Bond Fund, and
Eaton Vance Greater India Fund.
Expenses. The current and
proposed investment advisory agreements provide that the Series will pay all expenses other than those expressly stated to be payable
by the Adviser, including certain expenses set forth in the agreement. The proposed investment advisory agreements provide updated
examples of the various expenses that may be borne by the Series. In addition, the proposed investment advisory agreements clarify
that the Adviser shall pay the entire salaries and fees of all Series Board members and officers who are employed by the Adviser
and who devote part or all of their time to the affairs of the Adviser. The expense provisions in the proposed investment advisory
agreements are intended to clarify existing arrangements and, if approved, would not result in a change to expenses that the Series
currently bear.
Limitation of Liability. Both the current and
proposed investment advisory agreements provide that, in the absence of willful misfeasance, bad faith, gross negligence, or
reckless disregard of duties, the Adviser shall not be subject to liability to the Series or to any shareholder of the Series
for any act or omission in connection with rendering services under the agreement. The
proposed investment advisory agreements include an acknowledgement of the
limited personal liability of the board members, officers, and shareholders of each of the Adviser and the Series as provided
for in the Declarations of Trust for each of the Adviser and the applicable Trust.
With respect to Eaton Vance AMT-Free
Municipal Income Fund, the current and proposed investment advisory agreements include language conditioning the limited liability
of Eaton Vance on Eaton Vance having acted in good faith and in a manner it reasonably believed to be in the best interest of the
Series.
Third Party Beneficiaries. The
proposed investment advisory agreements clarify that such agreements shall not confer upon any person that is not a party to such
agreement any right, benefit, or remedy under the agreement. Except with respect to Eaton Vance Floating-Rate & High Income
Fund, Eaton Vance Balanced Fund, and Eaton Vance Worldwide Health Sciences Fund, the current investment advisory agreements are
silent on this point.
Non-Exclusive Services. The proposed
investment advisory agreements clarify that the services of the Adviser to a Series are not exclusive and contemplate that the
Adviser may provide investment advice to other funds and accounts that may differ from or conflict with the advice provided to
the Series.
Governing Law and Legal Requirements.
While the current investment advisory agreements are silent as to governing law, the proposed investment advisory agreements provide
that such agreements shall be governed by and interpreted in accordance with the laws of The Commonwealth of Massachusetts. The
current and proposed investment advisory agreements refer to certain requirements under the 1940 Act and provide that these requirements
will be deemed to reflect the effect of any modification or interpretation by any applicable order, rule, regulation, or interpretive
release of the U.S. Securities and Exchange Commission (“SEC”) or guidance issued by the staff thereof.
Proposal 1B: To Approve a New
Investment Advisory and Administrative Agreement with Eaton Vance
Comparison of New Investment Advisory
and Administrative Agreements with Current Investment Advisory and Administrative Agreements
In connection with the approval of new
investment advisory and administrative agreements, Eaton Vance proposed, and each Board approved, certain changes to the provisions
of the current agreements in order to standardize, clarify, and modernize the current agreements. The Boards believe that this
standardization will benefit shareholders by making the administration of the Series’ investment advisory and administrative
agreements more efficient.
The terms of the proposed investment advisory
and administrative agreements, and material differences between the proposed investment advisory and administrative agreements
and the current agreements, are described generally below. Differences in language, stylistic changes, and changes to provisions
that would not result in a change to a reasonable substantive interpretation of an agreement are not included in the below description;
however, the complete text of the form of the proposed investment advisory and administrative agreement is attached at Appendix
J. The date of each Series’s current investment advisory and administrative agreement, the date on which it was last
approved by shareholders, and the date on which its continuance was last approved by the relevant Board is set forth in Appendix
L.
Fees. No Series will experience increased
management fee rates as a result of the Transaction. The contractual fee rates for each Series under the proposed investment advisory
and administrative agreements with Eaton Vance will be the same as the contractual rate of fees currently payable to Eaton Vance
under the existing investment advisory and administrative agreements. Separately executed permanent contractual management fee
reduction arrangements currently in place for a Series, if any, will be reflected in the compensation terms in that Series’s
new investment advisory and administrative agreement. The fee schedules to the current and proposed investment
advisory and administrative agreements for each relevant Series are described in Appendix E.
Duties of Eaton Vance. The current and
proposed investment advisory and administrative agreements contain substantially similar provisions relating to the retention of
Eaton Vance to act as investment adviser for, and to manage the investment and reinvestment of, the assets of each Series. In pursuit
of the foregoing, Eaton Vance shall furnish continuously an investment program and shall determine from time to time what securities
and other investments shall be acquired, disposed of, or exchanged and what portion of a Series’s assets shall be held uninvested,
subject always to the applicable restrictions of the relevant Series’s organizational documents and registration statement.
The current and proposed investment advisory
and administrative agreements also provide that Eaton Vance will afford the relevant trust or corporation its assistance in the
administration of the Series. While additional detail is not provided in the current investment advisory and administrative agreements
for certain Series,2 the current agreements for other Series, along with the proposed investment advisory and administrative
agreements, specifically delineate certain administrative activities for which Eaton Vance is responsible.
While Eaton Vance’s role is not changing
under the proposed investment advisory and administrative agreements, these proposed agreements, like the current agreements for
certain Series,3 explicitly state that Eaton Vance shall not be deemed to have assumed any duties with respect to, and
shall not be responsible for, the distribution of shares of a Series, nor shall Eaton Vance be deemed to have any responsibility
with respect to functions specifically assumed by any transfer agent, custodian, or shareholder servicing agent of the Series.
In addition, the current investment advisory
and administrative agreements of certain Series4 explicitly assign responsibility to Eaton Vance for administering the
Series pursuant to the applicable Series’s compliance policies adopted by the Board. Although this language is not in the
proposed agreements, because Eaton Vance has separate obligations with respect to compliance with the applicable Series’s
compliance policies and procedures, this will not result in a change in practice.
With respect to Parametric Commodity Strategy
Fund, Eaton Vance Multi-Asset Credit Fund, and Eaton Vance Richard Bernstein All Asset Strategy Fund,
the proposed investment advisory and administrative agreements remove language stating that Eaton Vance is authorized to establish
one or more wholly-owned subsidiaries of the Series. While Eaton Vance’s authority in this regard would not change, Eaton
Vance believes this language is not necessary as it is covered by its broad authority to administer the investment affairs of the
Series.
Best Execution. The proposed investment
advisory and administrative agreements provide that Eaton Vance shall use its best efforts to seek to execute security transactions
at prices that are advantageous to the Series and describe considerations for Eaton Vance’s selection of brokers and dealers,
including soft dollar considerations, which are subject to policies and procedures adopted by the Board. The current investment
advisory and administrative agreements address this concept in less detail, through reference to selecting brokers and dealers
in adherence to procedures adopted by the Board. This provision was updated in the proposed investment advisory and administrative
agreements to more closely reflect statutory requirements relating to the payment of brokerage commission rates for investment
transactions and align the language across agreements.
While the current investment advisory and administrative
agreements provide that Eaton Vance shall place purchase and sale orders either directly with the issuer or with brokers or dealers,
the proposed investment advisory and administrative agreements provide that Eaton Vance may also place such orders with futures
commission merchants or other market participants selected by Eaton Vance. The revised language reflects the different types of
investments in which the Series may transact.
___________________
2 These Series include Parametric
TABS Short-Term Municipal Bond Fund, Parametric TABS Intermediate-Term Municipal Bond Fund, Parametric TABS 5-to-15 Year Laddered
Municipal Bond Fund, Parametric International Equity Fund, Eaton Vance Richard Bernstein Equity Strategy Fund, Eaton Vance Global
Macro Absolute Return Advantage Fund, Eaton Vance Focused Growth Opportunities Fund, Eaton Vance Focused Value Opportunities Fund,
Parametric Commodity Strategy Fund, Eaton Vance Multi-Asset Credit Fund, Eaton Vance Emerging Markets Debt Opportunities Fund,
Eaton Vance Richard Bernstein All Asset Strategy Fund, Eaton Vance Municipal Opportunities Fund, and Atlanta Capital Select Equity
Fund.
3 These Series include Eaton Vance
Hexavest Global Equity Fund, Eaton Vance Hexavest International Equity Fund, Eaton Vance Short Duration High Income Fund, Parametric
Dividend Income Fund, Parametric TABS 1-to-10 Year Laddered Municipal Bond Fund, Parametric TABS 10-to-20 Year Laddered Municipal
Bond Fund, Eaton Vance Focused Global Opportunities Fund, Eaton Vance International Small-Cap Fund, Parametric Volatility Risk
Premium – Defensive Fund, Eaton Vance Emerging Markets Debt Fund, Eaton Vance Short Duration Municipal Opportunities Fund,
Eaton Vance Stock NextShares, Eaton Vance Global Income Builder NextShares, and Eaton Vance TABS 5-to-15 Year Laddered Municipal
Bond NextShares.
4 These Series include Eaton Vance Stock NextShares, Eaton
Vance Global Income Builder NextShares, and Eaton Vance TABS 5-to-15 Year Laddered Municipal Bond NextShares.
Delegation of Responsibilities. The
current and proposed investment advisory and administrative agreements permit Eaton Vance to employ one or more sub-advisers or
sub-administrators with respect to any Series. The proposed investment advisory and administrative agreements make clear that Eaton
Vance may, with the approval of the Board of the Series and without the vote of any shareholders, terminate any agreement with
any sub-adviser or sub-administrator and/or enter into an agreement with one or more other sub-advisers or sub-administrators,
all as permitted by the 1940 Act and the rules thereunder. Substantially similar language is included in the current investment
advisory and administrative agreements for all applicable Series, except for Parametric TABS Short-Term Municipal Bond Fund, Parametric
TABS Intermediate-Term Municipal Bond Fund, and Parametric TABS 5-to-15 Year Laddered Municipal Bond Fund. In addition, both the
current (except for Parametric TABS Short-Term Municipal Bond Fund, Parametric TABS Intermediate-Term Municipal Bond Fund, and
Parametric TABS 5-to-15 Year Laddered Municipal Bond Fund) and proposed investment advisory and administrative agreements provide
that, in the event a sub-adviser or sub-administrator is employed, Eaton Vance retains the authority to immediately assume responsibility
for any functions delegated to such sub-adviser or sub-administrator, and that this authority is subject to approval by the Board
and notice to the sub-adviser or sub-administrator.
Expenses. The current and proposed investment
advisory and administrative agreements provide that the Series will pay all expenses other than those expressly stated to be payable
by Eaton Vance, including certain expenses set forth in the agreement. The proposed investment advisory and administrative agreements
provide updated examples of the various expenses that may be borne by the Series. The expense provisions in the proposed investment
advisory agreements are intended to clarify existing arrangements and, if approved, would not result in a change in the expenses
that the Series currently bear.
Limitation of Liability. Both the
current and proposed investment advisory and administrative agreements provide that, in the absence of willful misfeasance, bad
faith, gross negligence, or reckless disregard of duties, Eaton Vance shall not be subject to liability to the Series or to any
shareholder of the Series for any act or omission in connection with rendering services under the agreement.
The
proposed investment advisory and administrative agreements include an acknowledgement
of the limited personal liability of the board members, officers, and shareholders of each of Eaton Vance and the Series
as provided for in the Declarations of Trust or Articles of Incorporation for each of
Eaton Vance and the Series.
Third Party Beneficiaries. The proposed
investment advisory and administrative agreements clarify that such agreements shall not confer upon any person that is not a party
to such agreement any right, benefit, or remedy under the agreement. Except for Eaton Vance Focused Global Opportunities Fund,
Eaton Vance International Small-Cap Fund, Parametric Volatility Risk Premium – Defensive Fund, Eaton Vance Emerging Markets
Debt Fund, Eaton Vance Short Duration Municipal Opportunities Fund, Eaton Vance Stock NextShares, Eaton Vance Global Income Builder
NextShares, and Eaton Vance TABS 5-to-15 Year Laddered Municipal Bond NextShares, which contain a similar provision, the current
investment advisory and administrative agreements are silent on this point.
Non-Exclusive Services. The proposed
investment advisory and administrative agreements clarify that the services of Eaton Vance to a Series are not exclusive and contemplate
that Eaton Vance may provide investment advice to other funds and accounts that may differ from or conflict with the advice provided
to the Series.
Governing Law and Legal Requirements.
While the current investment advisory and administrative agreements are silent as to governing law, the proposed investment advisory
and administrative agreements provide that such agreements shall be governed by and interpreted in accordance with the laws of
The Commonwealth of Massachusetts. The current and proposed investment advisory and administrative agreements refer to certain
requirements under the 1940 Act and provide that these requirements will be deemed to reflect the effect of any modification or
interpretation by any applicable order, rule, regulation, or interpretive release of the SEC or guidance issued by the staff thereof.
Proposal
1:
Description of the Transaction
The
Merger Agreement was unanimously approved by the Board of Directors of each of Morgan Stanley and EVC. The Closing is subject
to the completion or waiver of customary closing conditions and is expected to close in the second quarter of 2021. Upon the Closing,
Eaton Vance, BMR, EVAIL, Parametric, and Atlanta Capital will become indirect wholly-owned subsidiaries of Morgan Stanley. Hexavest,
which is 49% owned by an affiliate of EVC, will become 49% owned directly or indirectly by Morgan Stanley upon the Closing.
Board Considerations
At a meeting held on November 24, 2020,
the Board of each Series, including a majority of the members of the Board who are not “interested persons” of the
Adviser to such Series or the Series (the “Independent Board Members”), voted to approve the respective new investment
advisory agreements and investment advisory and administrative agreements between the Series and the applicable Adviser. In voting
its approval of the new investment advisory agreement, the Board of each Series relied upon the recommendation of its Contract
Review Committee, which is a committee comprised exclusively of Independent Board Members. Prior to and during meetings leading
up to the meeting held on November 24, 2020, each Board’s Contract Review Committee reviewed and discussed information furnished
by the Advisers and Morgan Stanley, as requested by the Independent Board Members, that the Contract Review Committee considered
reasonably necessary to evaluate the terms of the new investment advisory agreement and to form its recommendation. Such information
included, among other things, the terms and anticipated impacts of the Transaction on the Series and their shareholders. In addition
to considering information furnished specifically to evaluate the impact of the Transaction on the Series and their respective
shareholders, each Board and its Contract Review Committee also considered information furnished for prior meetings of the Boards
and their committees, including information provided in connection with the annual contract review process for the Series, which
most recently culminated in April 2020. The Board of each Series, including the Independent Board Members, concluded that the new
investment advisory agreement, including the fees payable thereunder, was fair and reasonable, and it voted to approve the new
investment advisory agreement and to recommend that shareholders do so as well. Each Board’s considerations are described
in more detail in Appendix M.
Required Vote and Related Matters
Required Vote. Approval of each
Series’s proposed investment advisory agreement requires the affirmative vote of “a majority of the outstanding voting
securities” of the Series, defined in the 1940 Act as the lesser of: (i) 67% or more of the voting securities of the Series
present or represented by proxy at the Meeting if the holders of more than 50% of outstanding voting securities are present or
represented by proxy, or (ii) more than 50% of the outstanding voting securities of the Series (“1940 Act Majority”),
provided the applicable quorum, as described below under “Further Information About Voting and the Joint Special Meeting
– Quorum and Methods of Tabulation,” has been satisfied.
Variable Contract Voting. Eaton Vance
VT Floating-Rate Income Fund and certain other Insurance Underlying Funds are available as investment vehicles for variable life
insurance separate account and variable annuity contracts (each a “Contract”) offered by the separate accounts, or
sub-accounts thereof, of certain life insurance companies (“Participating Insurance Companies”) and certain qualified
plans. The Participating Insurance Companies own shares of the Insurance Underlying Funds as depositors for the owners of their
respective Contracts (each a “Contract Owner”). Thus, individual Contract Owners are not the “shareholders”
of the Insurance Underlying Funds. Rather, the Participating Insurance Companies and their separate accounts are the shareholders.
Each Participating Insurance Company will vote shares of the applicable Insurance Underlying Fund in accordance with voting instructions
received from Contract Owners.
Conditions. Except with respect to the
New IAA Series, this Proposal 1 is subject to the Closing. If the Closing does not occur, Proposal 1 will be deemed null (except
with respect to a New IAA Series) and the Boards will consider whether other actions are warranted. Because the New IAA Series
do not have existing investment advisory agreements that may be deemed to terminate automatically upon the Closing, approval of
Proposal 1 by shareholders of a New IAA Series is not contingent on the Closing. If Proposal 1 is approved by the shareholders
of a New IAA Series, the new investment advisory agreement for that New IAA Series will become effective with respect to such New
IAA Series as of the Closing or on another date determined by an officer of the Series. If the Closing does not occur, EVC will
continue to be the parent company of each of the Advisers, EVAIL, Parametric, and Atlanta Capital and an affiliate of EVC will
continue to own 49% of Hexavest. Assuming the Transaction is completed (or, for the New IAA Series, even if the Transaction is
not completed), Proposal 1 will pass for a particular Series if the requisite shareholder vote is obtained for that Series. With
respect to each Series, Proposal 1 is not contingent on the approval of Proposal 2, Proposal 3 or Proposal 4 and, further, Proposal
1 is not contingent upon the approval of Proposal 1 by any other Series.
Please
note that even if shareholders of your Series (other than a New IAA Series) approve Proposal 1, it is possible that such Series’s
new investment advisory agreement will not take effect. This is because the Closing is subject to the completion or waiver of certain
conditions. One of these conditions is that advisory clients of EVC’s investment adviser subsidiaries, which would include
the Funds and other advisory clients, representing a specified percentage of EVC revenue as of September 30, 2020, consent to the
continuation of their advisory relationships after the Closing, as more fully described in the Merger Agreement that EVC filed
with the SEC on October 8, 2020 on Form 8-K, Exhibit 2.1.
On
the other hand, the Closing may take place even if shareholders of a Series do not approve Proposal 1. If this should happen, the
Board(s) of such Series would consider what additional actions to take, which could include continuing to solicit approval of a
new investment advisory agreement. In addition, the Advisers could (and expect to) propose that the Board of each Series approve
an interim investment advisory agreement to permit continuity of management while solicitation continues. The terms of the interim
investment advisory agreement would be identical to those of the current agreement except for term and escrow provisions required
by applicable law.
Wholly-Owned Subsidiary of Parametric
Commodity Strategy Fund
Parametric
Commodity Strategy Fund has a wholly-owned subsidiary, PSC Commodity Subsidiary, Ltd., formed under the laws of the Cayman Islands,
into which it may invest a portion of its assets. The subsidiary has entered into an investment advisory agreement with Eaton Vance.
In addition, Eaton Vance and Parametric have entered into an investment sub-advisory agreement pursuant to which Parametric provides
investment sub-advisory services to PSC Commodity Subsidiary, Ltd.
Upon the Closing, the subsidiary’s
investment advisory agreement with Eaton Vance and the investment sub-advisory agreement with Parametric may be deemed to automatically
terminate. In connection with the Transaction, Eaton Vance expects to propose that Parametric Commodity Strategy Fund’s Board
approve a new investment advisory agreement and investment sub-advisory agreement for the subsidiary on substantially the same
terms as the existing agreements. Shareholders of Parametric Commodity Strategy Fund are not required, and are not being asked,
to approve the new investment advisory and sub-advisory agreement for the subsidiary. Parametric Commodity Strategy Fund, as sole
shareholder of its subsidiary, is expected to approve the new agreements. Approval by Parametric Commodity Strategy Fund of a new
investment advisory agreement between PSC Commodity Subsidiary, Ltd. and Eaton Vance is contingent upon the related approval of
Proposal 1 for Parametric Commodity Strategy Fund’s investment advisory agreement.
BOARD RECOMMENDATION
Each Series’s Board, including
a majority of the Independent Board Members, believes that the approval of the new investment advisory agreement is in the best
interests of the Series. Accordingly, each Series’s Board unanimously recommends that shareholders vote FOR the new investment
advisory agreement as described in Proposal 1.
Proposal 2
TO APPROVE A NEW INVESTMENT SUB-ADVISORY
AGREEMENT
The Boards unanimously approved, and
recommend that shareholders of each Series noted below (collectively, the “Sub-Advised Series”) approve, or submit
voting instructions to approve, a new investment sub-advisory agreement between the applicable Adviser and Sub-Adviser. As described
in more detail below, the Advisers have retained, and intend to continue to retain, EVAIL, Parametric, GSAM, BMO GAM (Asia), Atlanta
Capital, Hexavest, and RBA, as applicable, for the Sub-Advised Series noted below.
Proposal 2A:
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To approve a new investment sub-advisory agreement with Eaton Vance Advisers International Ltd. (“EVAIL”) to serve as the Series’s investment sub-adviser
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Eaton Vance Growth Trust
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Eaton Vance Focused Global Opportunities Fund
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Eaton Vance International Small-Cap Fund
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Eaton Vance Worldwide Health Sciences Fund
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Eaton Vance Mutual Funds Trust
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Eaton Vance Global Income Builder Fund
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Eaton Vance Global Small-Cap Equity Fund
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Eaton Vance High Income Opportunities Fund*
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Eaton Vance Multi-Asset Credit Fund
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Eaton Vance Tax-Managed Global Dividend Income Fund
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Eaton Vance Series Trust II
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Eaton Vance Income Fund of Boston
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Eaton Vance NextShares Trust
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Eaton Vance Global Income Builder NextShares
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* Denotes New IAA Series that currently has no investment sub-advisory agreement and for which approval is being sought for a new investment sub-advisory agreement.
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Proposal 2B:
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To approve a new investment sub-advisory agreement with Parametric Portfolio Associates LLC (“Parametric”) to serve as the Series’s investment sub-adviser
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Eaton Vance Municipals Trust II
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Parametric TABS Intermediate-Term Municipal Bond Fund
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Parametric TABS Short-Term Municipal Bond Fund
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Parametric TABS 1-to-10 Year Laddered Municipal Bond Fund
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Parametric TABS 5-to-15 Year Laddered Municipal Bond Fund
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Parametric TABS 10-to-20 Year Laddered Municipal Bond Fund
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Eaton Vance Mutual Funds Trust
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Parametric Commodity Strategy Fund
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Parametric Dividend Income Fund
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Parametric Emerging Markets Fund
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Parametric International Equity Fund
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Parametric Tax-Managed International Equity Fund*
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Parametric Volatility Risk Premium – Defensive Fund
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Eaton Vance Series Trust II
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Parametric Tax-Managed Emerging Markets Fund
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Eaton Vance NextShares Trust II
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Eaton Vance TABS 5-to-15 Year Laddered Municipal Bond NextShares
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* Denotes New IAA Series that currently has no investment sub-advisory agreement and for which approval is being sought for a new investment sub-advisory agreement.
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Proposal 2C:
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To approve a new investment sub-advisory agreement with Goldman Sachs Asset Management, L.P. (“GSAM”) to serve as the Series’s investment sub-adviser
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Eaton Vance Special Investment Trust
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Eaton Vance Greater India Fund
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Proposal 2D:
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To approve a new investment sub-advisory agreement with BMO Global Asset Management (Asia) Limited (“BMO GAM (Asia)”) to serve as the Series’s investment sub-adviser
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Eaton Vance Growth Trust
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Eaton Vance Greater China Growth Fund
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Proposal 2E:
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To approve a new investment sub-advisory agreement with Atlanta Capital Management Company, LLC (“Atlanta Capital”) to serve as the Series’s investment sub-adviser
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Eaton Vance Growth Trust
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Eaton Vance Atlanta Capital Focused Growth Fund
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Eaton Vance Atlanta Capital Select Equity Fund
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Eaton Vance Atlanta Capital SMID-Cap Fund
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Proposal 2F:
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To approve a new investment sub-advisory agreement with Hexavest Inc. (“Hexavest”) to serve as the Series’s investment sub-adviser
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Eaton Vance Growth Trust
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Eaton Vance Hexavest Global Equity Fund
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Eaton Vance Hexavest International Equity Fund
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Proposal 2G:
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To approve a new investment sub-advisory agreement with Richard Bernstein Advisors LLC (“RBA”) to serve as the Series’s investment sub-adviser
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Eaton Vance Growth Trust
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Eaton Vance Richard Bernstein All Asset Strategy Fund
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Eaton Vance Richard Bernstein Equity Strategy Fund
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Each Sub-Adviser currently
serves as an investment sub-adviser to the respective Sub-Advised Series (except with respect to Eaton Vance High Income Opportunities
Fund and Parametric Tax-Managed International Equity Fund, each of which is a New IAA Series). The termination of each Sub-Advised
Series’s investment advisory agreement with Eaton Vance or BMR, as applicable, would result in the automatic termination
of the Sub-Advised Series’s current investment sub-advisory agreements. In order to ensure that each Sub-Advised Series retains
the benefit of the sub-advisory services provided by the relevant Sub-Adviser, the Advisers intend to enter into new investment
sub-advisory agreements with the Sub-Advisers, as applicable, that will be substantively similar to the current investment sub-advisory
agreements with respect to the Sub-Advised Series. In connection with the approval of new investment sub-advisory agreements, the
Advisers proposed, and each Board approved, certain changes to the provisions of the current agreements in order to standardize,
clarify, and modernize the current agreements. The Boards believe that this standardization will benefit shareholders by making
the administration of the Funds’ investment sub-advisory agreements more efficient. A general description of the differences
between the existing and proposed sub-advisory agreements appears below. The descriptions of the proposed investment sub-advisory
agreements with EVAIL and Parametric also apply to the relevant New IAA Series. The Board has unanimously approved the new investment
sub-advisory agreements.
Each of EVAIL, Parametric,
and Atlanta Capital is an indirect, wholly-owned subsidiary of EVC. Hexavest is 49% owned by an affiliate of EVC. The form of the
proposed investment sub-advisory agreements between the Advisers and each of EVAIL, Parametric, and Atlanta Capital is attached
as Appendix N. The form of the proposed investment sub-advisory agreement between BMR and GSAM is attached as Appendix
O. The form of the proposed investment sub-advisory agreement between BMR and BMO GAM (Asia) is attached as Appendix P.
The form of the proposed investment sub-advisory agreement between Eaton Vance and Hexavest is attached as Appendix Q. The
form of the proposed investment sub-advisory agreement between Eaton Vance and RBA is attached as Appendix R. You should
refer to the applicable Appendix for the complete terms of a Series’s proposed investment sub-advisory agreement. The date
of each Series’s current investment sub-advisory agreement, the date on which it was last approved by shareholders (if applicable),
and the date on which its continuance was last approved by the relevant Board is set forth in Appendix L.
Proposal 2A: To Approve New Investment Sub-Advisory Agreements
with EVAIL
Comparison of New Investment Sub-Advisory
Agreements with EVAIL with the Current Investment Sub-Advisory Agreements with EVAIL
Eaton Vance proposed, and the Board of Eaton
Vance High Income Opportunities Fund approved, a new investment sub-advisory agreement for Eaton Vance High Income Opportunities
Fund (which is a New IAA Series and currently does not have any investment sub-advisory agreement in place). The discussions in
this section of the terms of the new investment sub-advisory agreement with EVAIL are applicable to the new investment sub-advisory
agreement for Eaton Vance High Income Opportunities Fund, but the descriptions of the proposed changes to the agreements are not.
Summaries of the terms of the proposed investment sub-advisory agreements apply equally to all Series listed in Proposal 2A above
(each an “EVAIL Sub-Advised Series”) unless otherwise noted. With respect to the EVAIL Sub-Advised Series that are
not New IAA Series, each Adviser proposed, and each Board has approved, certain changes to the provisions of the current investment
sub-advisory agreements with EVAIL. The terms of the proposed investment sub-advisory agreements with EVAIL, and material differences
between the proposed investment sub-advisory agreements with EVAIL and the current agreements, are described generally below. Differences
in language, stylistic changes, and changes to provisions that would not result in a change to a reasonable substantive interpretation
of an agreement are not included in the below description; however, the complete text of the form of the new investment sub-advisory
agreement with EVAIL is attached as Appendix N.
Fees. EVAIL will not receive
increased investment sub-advisory fees as a result of the Transaction. There is no change in the rate of the fees that the Advisers
will pay to EVAIL under the proposed investment sub-advisory agreements, as compared to the rate of fees that the Advisers currently
pay to EVAIL under the existing investment sub-advisory agreements. With respect to each applicable New IAA Series, no increase
in sub-advisory fees paid to EVAIL will result from the proposed investment advisory agreements because EVAIL will not charge a
sub-advisory fee with respect to Series assets invested in an underlying Portfolio or other investment company for which the Advisers
or their affiliates serve as investment adviser and receive an advisory fee.
The current and proposed fee schedules for
investment sub-advisory services for each EVAIL Sub-Advised Series are described in Appendix F. The proposed investment
sub-advisory agreements make explicit that the applicable Adviser is solely responsible for the payment of the compensation to
EVAIL, that EVAIL agrees to seek payment of its compensation solely from such Adviser, and that the EVAIL Sub-Advised Series shall
have no liability for EVAIL’s compensation pursuant to the agreements.
Duties of the Sub-Adviser. The current
and proposed investment sub-advisory agreements contain substantially similar provisions relating to the retention of EVAIL as
investment sub-adviser to render portfolio management services to the EVAIL Sub-Advised Series. In pursuit of the foregoing, EVAIL
shall provide the EVAIL Sub-Advised Series with such investment management and supervision as the applicable Adviser may, from
time to time, consider necessary for the proper supervision of the EVAIL Sub-Advised Series’s investments. The proposed investment
sub-advisory agreements provide that the services to be provided by EVAIL pursuant to the agreement will apply to the portion of
an EVAIL Sub-Advised Series’s assets that the applicable Adviser or the Board of the EVAIL Sub-Advised Series shall from
time to time designate, which may consist of all or a portion of the EVAIL Sub-Advised Series’s assets. The proposed investment
sub-advisory agreements also clarify that, subject to approval of the EVAIL Sub-Advised Series’s Board and notice to EVAIL,
the applicable Adviser retains complete authority immediately to assume direct responsibility for any function delegated to EVAIL
under the agreements.
Best
Execution. The current and proposed investment sub-advisory agreements provide that EVAIL shall use its best efforts to seek
to execute security transactions at prices that are advantageous to the applicable EVAIL Sub-Advised Series.
The proposed investment sub-advisory agreements further describe considerations for EVAIL’s selection of brokers and dealers,
including soft dollar considerations, which are subject to policies and procedures adopted by the Board. This language, which is
not included in the current investment sub-advisory agreements, is intended to reflect statutory requirements relating to the payment
of brokerage commission rates for investment transactions and align the language across agreements. In addition to the policies
and procedures adopted by the Board, EVAIL has its own policies and procedures relating to best execution and client commission
arrangements. None of the policies and procedures or current execution practices are expected to change as a result of the
Transaction.
While the current investment sub-advisory agreements
provide that EVAIL shall place purchase and sale orders either directly with the issuer or with brokers or dealers, the proposed
investment sub-advisory agreements provide that EVAIL may also place such orders with futures commission merchants or other market
participants selected by EVAIL. The revised language reflects the different types of investments in which the EVAIL Sub-Advised
Series may transact.
Standard of Care. The proposed investment
sub-advisory agreements provide that EVAIL shall exercise reasonable care in the performance of its duties under the agreements
and will conduct its activities thereunder in compliance with the applicable requirements of the 1940 Act and all rules and regulations
thereunder, all other applicable federal and state laws, any applicable procedures adopted by the EVAIL Sub-Advised Series’s
Board that have been provided to EVAIL, and the provisions of the EVAIL Sub-Advised Series’s registration statement, each
as may be amended. A similar provision is not included in the current investment sub-advisory agreements.
Expenses. The current and proposed investment
sub-advisory agreements provide that the EVAIL Sub-Advised Series will pay all expenses other than those expressly stated to be
payable by EVAIL or the applicable Adviser, including certain expenses set forth in the agreement. The proposed investment sub-advisory
agreements provide updated examples of the various types of expenses that may be borne by the EVAIL Sub-Advised Series. The
expense provisions in the proposed investment sub-advisory agreements are intended to clarify existing arrangements and, if approved,
would not result in a change in the expenses that the EVAIL Sub-Advised Series currently bear.
Limitation
of Liability. Both the current and proposed investment sub-advisory agreements provide that, in the absence of willful
misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties, EVAIL shall not be subject to liability
to the applicable Adviser, to the EVAIL Sub-Advised Series, or to any shareholder
of the EVAIL Sub-Advised Series for any act or omission in connection with rendering
services under the agreement.
The
current and proposed investment sub-advisory agreements include an acknowledgement of the limited personal liability of the board
members, officers, and shareholders of each of the applicable Adviser and the EVAIL Sub-Advised Series
as provided for in the Declarations of Trust for each applicable Adviser and the EVAIL Sub-Advised Series.
Third
Party Beneficiaries. The current investment sub-advisory agreements provide that such agreements shall not confer upon any
person that is not a party to such agreement any right, benefit, or remedy thereunder. The proposed investment sub-advisory agreements
clarify that each EVAIL Sub-Advised Series is a third party beneficiary to the
agreement and that, aside from the EVAIL Sub-Advised Series, nothing in the agreement,
express or implied, is intended to or shall confer upon any person not a party thereto (including, but not limited to, shareholders
of an EVAIL Sub-Advised Series) any right, benefit or remedy under or by reason
of the agreement.
Other
Interests. The current and proposed investment sub-advisory agreements provide that the services of EVAIL to an EVAIL
Sub-Advised Series are not exclusive and contemplate that EVAIL may provide investment
advice to other funds and accounts that may differ from or conflict with the advice provided to the EVAIL Sub-Advised Series.
Books
and Records. The proposed investment sub-advisory agreement provides that EVAIL shall preserve the records required to be maintained
by Rule 31a-1 under the 1940 Act for the periods prescribed by Rule 31a-2 under the 1940 Act and that EVAIL agrees to surrender
promptly to an EVAIL Sub-Advised Series any of such records upon the EVAIL
Sub-Advised Series’s or the applicable Adviser’s request in compliance with
the requirements of the 1940 Act. Although EVAIL is currently complying with this regulatory requirement, the current investment
sub-advisory agreements are silent on this point.
Governing Law and Legal Requirements. The
current and proposed investment sub-advisory agreements provide that such agreements shall be governed by and interpreted in
accordance with the laws of The Commonwealth of Massachusetts. The current and proposed investment sub-advisory agreements
refer to certain requirements under the 1940 Act and provide that these requirements will be deemed to reflect the effect of
any modification or interpretation by any applicable order, rule, regulation, or interpretive release of the SEC or guidance
issued by the staff thereof.
Proposal 2B: To Approve New Investment
Sub-Advisory Agreements with Parametric
Comparison of New Investment Sub-Advisory
Agreements with Parametric with the Current Investment Sub-Advisory Agreements with Parametric
Eaton Vance proposed and the Board of
Parametric Tax-Managed International Equity Fund approved, a new investment sub-advisory agreement for Parametric Tax-Managed International
Equity Fund (which is a New IAA Series and currently does not have any investment sub-advisory agreement in place). The discussions
in this section of the terms of the new investment sub-advisory agreement with Parametric are applicable to the new investment
sub-advisory agreement for Parametric Tax-Managed International Equity Fund, but the descriptions of the proposed changes to the
agreements are not. Summaries of the terms of the proposed investment sub-advisory agreements apply equally to all Series listed
in Proposal 2B above (each a “Parametric Sub-Advised Series”) unless otherwise noted. With respect to the Parametric
Sub-Advised Series that are not New IAA Series, Eaton Vance proposed, and each Board has approved, certain changes to the provisions
of the current investment sub-advisory agreements with Parametric. The terms of the proposed investment sub-advisory agreements
with Parametric, and material differences between the proposed investment sub-advisory agreements with Parametric and the current
agreements, are described generally below. Differences in language, stylistic changes, and changes to provisions that would not
result in a change to a reasonable substantive interpretation of an agreement are not included in the below description; however,
the complete text of the form of the new investment sub-advisory agreement with Parametric is attached as Appendix N.
Fees. Parametric will not receive
increased investment sub-advisory fees as a result of the Transaction. There is no change in the rate of the fees that Eaton Vance
will pay to Parametric under the proposed investment sub-advisory agreements, as compared to the rate of fees that Eaton Vance
currently pays to Parametric under the existing investment sub-advisory agreements. With respect to each applicable New IAA Series,
no increase in sub-advisory fees paid to Parametric will result from the proposed investment advisory agreements because Parametric
will not charge a sub-advisory fee with respect to Series assets invested in an underlying Portfolio or other investment company
for which Eaton Vance or its affiliates serve as investment adviser and receive an advisory fee.
The current and proposed fee schedules for
investment sub-advisory services for each Parametric Sub-Advised Series are described in Appendix F. The proposed investment
sub-advisory agreements provide that Eaton Vance is solely responsible for the payment of the compensation to Parametric, that
Parametric agrees to seek payment of its compensation solely from Eaton Vance, and that the Parametric Sub-Advised Series shall
have no liability for Parametric’s compensation thereunder.
Duties of the Sub-Adviser. The current
and proposed investment sub-advisory agreements contain substantially similar provisions relating to the retention of Parametric
as investment sub-adviser to manage the investment and reinvestment of the assets of the Parametric Sub-Advised Series, subject
to the supervision of Eaton Vance and the Board of the Parametric Sub-Advised Series. In pursuit of the foregoing, Parametric shall
provide the Parametric Sub-Advised Series with such investment management and supervision as Eaton Vance may, from time to time,
consider necessary for the proper supervision of the Parametric Sub-Advised Series’ investments. The proposed investment
sub-advisory agreements provide that the services to be provided by Parametric pursuant to the agreement will apply to the portion
of a Parametric Sub-Advised Series’s assets that Eaton Vance or the Board of the Parametric Sub-Advised Series shall from
time to time designate, which may consist of all or a portion of the Parametric Sub-Advised Series’s assets. The proposed
investment sub-advisory agreements also clarify that, subject to approval of the Parametric Sub-Advised Series’s Board and
notice to Parametric, Eaton Vance retains complete authority immediately to assume direct responsibility for any function delegated
to Parametric under the agreements.
Best
Execution. The current and proposed investment sub-advisory agreements provide that Parametric shall use its best efforts to
seek to execute security transactions at prices that are advantageous to the applicable Parametric Sub-Advised Series.
The proposed investment sub-advisory agreements further describe considerations for Parametric’s selection of brokers and
dealers, including soft dollar considerations, which are subject to policies and procedures adopted by the Board. This concept
is addressed in the current investment sub-advisory agreements through reference to the policies and/or procedures adopted by the
Board or through a description of best execution and soft dollar considerations. This provision was updated in the proposed investment
sub-advisory agreements to more closely reflect statutory requirements relating to the payment of brokerage commission rates for
investment transactions and align the language across agreements. In addition to the policies
and procedures adopted by the applicable Board, Parametric has its own policies and procedures relating to best execution and client
commission arrangements. None of the policies and procedures or current execution practices are expected to change as a result
of the Transaction.
While
the current investment sub-advisory agreements provide that Parametric shall place purchase and sale orders with brokers or dealers,
the proposed investment sub-advisory agreements provide that Parametric may also place such orders with futures commission merchants
or other market participants selected by Parametric. The revised language reflects the different types of investments in
which the Parametric Sub-Advised Series may transact.
Standard of Care. The proposed investment
sub-advisory agreements provide that Parametric shall exercise reasonable care in the performance of its duties under the agreements,
and will conduct its activities thereunder in compliance with the applicable requirements of the 1940 Act and all rules and regulations
thereunder, all other applicable federal and state laws, any applicable procedures adopted by the Parametric Sub-Advised Series’s
Board that have been provided to Parametric, and the provisions of the Parametric Sub-Advised Series’s registration statement,
each as may be amended. A similar provision is not included in the current investment sub-advisory agreements.
Expenses. The current and proposed investment sub-advisory
agreements provide that the Parametric Sub-Advised Series will pay all expenses other than those expressly stated to be payable
by Parametric or Eaton Vance, including certain expenses set forth in the agreement. The proposed investment sub-advisory agreements
provide updated examples of the various types of expenses that may be borne by the Parametric Sub-Advised Series. The
expense provisions in the proposed investment sub-advisory agreements are intended to clarify existing arrangements and, if approved,
would not result in a change in the expenses that the Parametric Sub-Advised Series currently
bear.
Limitation
of Liability. Both the current and proposed investment sub-advisory agreements provide that, in the absence of willful
misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties, Parametric shall not be subject to liability
to Eaton Vance, to the Parametric Sub-Advised Series, or to any shareholder of
the Parametric Sub-Advised Series for any act or omission in connection with rendering
services under the agreement.
The
current and proposed investment sub-advisory agreements include an acknowledgement of the limited personal liability of the board
members, officers, and shareholders of each of Eaton Vance and the applicable Parametric Sub-Advised Series as
provided for in the Declarations of Trust for each of Eaton Vance and the Parametric Sub-Advised Series.
Third
Party Beneficiaries. The proposed investment sub-advisory agreements clarify that each Parametric Sub-Advised Series
is a third party beneficiary to the agreement and that, aside from the Parametric
Sub-Advised Series, nothing in the agreement, express or implied, is intended to or shall
confer upon any person not a party thereto (including, but not limited to, shareholders of a Parametric Sub-Advised Series)
any right, benefit or remedy under or by reason of the agreement.
Other
Interests. The current and proposed investment sub-advisory agreements provide that the services of Parametric to a Parametric
Sub-Advised Series are not exclusive and that Parametric is free to render services to
others and engage in other business activities. The proposed investment sub-advisory agreements specifically contemplate that Parametric
may provide investment advice to other funds and accounts that may differ from or conflict with the advice provided to the Parametric
Sub-Advised Series.
Books
and Records. The proposed investment sub-advisory agreement provides that Parametric shall preserve the records required to
be maintained by Rule 31a-1 under the 1940 Act for the periods prescribed by Rule 31a-2 under the 1940 Act and that Parametric
agrees to surrender promptly to a Parametric Sub-Advised Series any of such records
upon the Parametric Sub-Advised Series’s or Eaton Vance’s
request in compliance with the requirements of the 1940 Act. Although Parametric is currently complying with this regulatory requirement,
the current investment sub-advisory agreements are silent on this point.
Governing Law and Legal Requirements. The current
and proposed investment sub-advisory agreements provide that such agreements shall be governed by and interpreted in
accordance with the laws of The Commonwealth of Massachusetts. The current and proposed investment sub-advisory agreements
refer to certain requirements under the 1940 Act and provide that these requirements will be deemed to reflect the effect of
any modification or interpretation by any applicable order, rule, regulation, or interpretive release of the SEC or guidance
issued by the staff thereof.
Proposal 2C: To Approve New Investment Sub-Advisory Agreement
with GSAM
Comparison of New Investment Sub-Advisory
Agreement with GSAM with the Current Investment Sub-Advisory Agreement with GSAM
The terms of the proposed investment sub-advisory
agreement between BMR and GSAM, for sub-advisory services provided to Eaton Vance Greater India Fund, and material differences
between the proposed investment sub-advisory agreement with GSAM and the current agreement, are described generally below. Except
as noted below, the terms of the current and proposed investment sub-advisory agreements with GSAM are substantially identical.
A complete text of the form of the proposed investment sub-advisory agreement with GSAM is attached as Appendix O.
Fees. GSAM will not receive increased
investment sub-advisory fees as a result of the Transaction. There is no change in the rate of the fees that BMR will pay to GSAM
under the proposed investment sub-advisory agreement as compared to the rate of fees that BMR currently pays to GSAM under the
existing investment sub-advisory agreement.
The current and proposed fee schedules for
investment sub-advisory services for Eaton Vance Greater India Fund are described in Appendix F. The agreement provides
that BMR is solely responsible for the payment of the compensation to GSAM, that GSAM agrees to seek payment of its compensation
solely from BMR, and that Eaton Vance Greater India Fund shall have no liability for GSAM’s compensation thereunder.
Duties of the Sub-Adviser. The current
and proposed investment sub-advisory agreements contain identical provisions relating to the retention of GSAM as investment sub-adviser
to manage the investment and reinvestment of the assets of Eaton Vance Greater India Fund, subject to the supervision of BMR and
the Board of Eaton Vance Greater India Fund. Subject to the supervision of the Board and BMR, GSAM will continue to provide a continuous
investment program for Eaton Vance Greater India Fund and determine, in its discretion, the composition of the assets of Eaton
Vance Greater India Fund, including the determination of the purchase, retention, or sale of the securities, cash, and other investments
for Eaton Vance Greater India Fund.
Standard of Care. The current and proposed
investment sub-advisory agreements provide that GSAM shall exercise reasonable care in the performance of its duties under the
agreements, and will conduct its activities thereunder in compliance with the applicable requirements of the 1940 Act and all rules
and regulations thereunder, all other applicable federal and state laws and regulations, any applicable procedures adopted by Eaton
Vance Greater India Fund’s Board that have been provided to GSAM, the provisions of Eaton Vance Greater India Fund’s
registration statement, and GSAM’s operating policies and procedures that have been provided to BMR, each as may be amended.
Limitation of Liability. Both the current and proposed
investment sub-advisory agreements provide that GSAM will not be subject to liability for any act or omission in connection with
providing services under the agreement, except by reason of willful misfeasance, bad faith, or gross negligence in the performance
of GSAM’s duties, or any material breach by GSAM of its obligations or duties under the agreement.
Books
and Records. The current and proposed investment sub-advisory agreements provide that GSAM shall preserve the records required
to be maintained by Rule 31a-1 under the 1940 Act for the periods prescribed by Rule 31a-2 under the 1940 Act and that GSAM agrees
to surrender promptly to Eaton Vance Greater India Fund any such records upon Eaton
Vance Greater India Fund’s or BMR’s
request in compliance with the requirements of the 1940 Act.
Governing Law. The current and proposed investment sub-advisory
agreements provide that such agreements shall be governed by and interpreted in accordance with the laws of The Commonwealth of
Massachusetts.
Interpretation of Certain Terms. The
proposed investment sub-advisory agreement provides that where the effect of a requirement of the 1940 Act reflected in any provision
of the proposed investment sub-advisory agreement is amended, or is modified or interpreted by any applicable order or order of
the SEC, any rules or regulations adopted by, or interpretive releases of the SEC, or any applicable guidance issued by the staff
of the SEC, such provision will be deemed to incorporate the effect of such amendment, order, rule, regulation, interpretive release,
or guidance.
Proposal 2D: To Approve New
Investment Sub-Advisory Agreement with BMO GAM (Asia)
Comparison of New Investment Sub-Advisory
Agreement with BMO GAM (Asia) with the Current Investment Sub-Advisory Agreement with BMO GAM (Asia)
The terms of the proposed investment
sub-advisory agreement with BMO GAM (Asia), and material differences between the proposed investment sub-advisory agreement with
BMO GAM (Asia) and the current agreement, are described generally below. Except as noted below, the terms of the current and proposed
investment sub-advisory agreements with BMO GAM (Asia) are substantially identical. A complete text of the form of the proposed
investment sub-advisory agreement with BMO GAM (Asia) is attached as Appendix P.
Fees. BMO GAM (Asia) will not
receive increased investment sub-advisory fees as a result of the Transaction. There is no change in the rate of the fees that
BMR will pay to BMO GAM (Asia) under the proposed investment sub-advisory agreement, as compared to the rate of fees that BMR currently
pays to BMO GAM (Asia) under the existing investment sub-advisory agreement.
The current and proposed fee schedules for
investment sub-advisory services for Eaton Vance Greater China Growth Fund are described in Appendix F. The agreement provides
that BMR is responsible for the payment of the compensation to BMO GAM (Asia).
Duties of the Sub-Adviser. The current
and proposed investment sub-advisory agreements contain identical provisions relating to the retention of BMO GAM (Asia) as investment
sub-adviser to manage the investment and reinvestment of the assets of Eaton Vance Greater China Growth Fund, subject to the supervision
of BMR and the Board of Eaton Vance Greater China Growth Fund. BMO GAM (Asia) will continue to provide a continuous investment
program for Eaton Vance Greater China Growth Fund and determine from time to time what securities and other investments shall be
acquired, disposed of or exchanged and what portion of Eaton Vance Greater China Growth Fund’s assets shall be held uninvested.
BMO GAM (Asia) is further authorized in its discretion to buy, sell, and otherwise trade in any and all types of securities and
investment instruments on behalf of Eaton Vance Greater China Growth Fund.
Limitation
of Liability. Both the current and proposed investment sub-advisory agreements provide that, in the absence of willful
misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties, BMO GAM (Asia) will not be subject to
liability to Eaton Vance Greater China Growth Fund, to BMR, or to any shareholder
of Eaton Vance Greater China Growth Fund for any act or omission in connection with providing services under the agreement.
Books
and Records. The proposed investment sub-advisory agreement provides that BMO GAM (Asia) shall preserve the records required
to be maintained by Rule 31a-1 under the 1940 Act for the periods prescribed by Rule 31a-2 under the 1940 Act and that BMO GAM
(Asia) agrees to surrender promptly to Eaton Vance Greater China Growth Fund any of such records upon Eaton Vance Greater China
Growth Fund’s or BMR’s request in compliance with the requirements
of the 1940 Act. Although BMO GAM (Asia) is currently complying with this regulatory requirement, the current investment sub-advisory
agreement is silent on this point.
Interpretation of Certain Terms. The
proposed investment sub-advisory agreement provides that where the effect of a requirement of the 1940 Act reflected in any provision
of the proposed investment sub-advisory agreement is amended, or is modified or interpreted by any applicable order or order of
the SEC, any rules or regulations adopted by, or interpretive releases of the SEC, or any applicable guidance issued by the staff
of the SEC, such provision will be deemed to incorporate the effect of such amendment, order, rule, regulation, interpretive release,
or guidance.
Proposal 2E: To Approve New
Investment Sub-Advisory Agreements with Atlanta Capital
Comparison of New Investment Sub-Advisory
Agreements with Atlanta Capital with the Current Investment Sub-Advisory Agreements with Atlanta Capital
The terms of the proposed investment sub-advisory
agreements with Atlanta Capital, for each of Eaton Vance Atlanta Capital Focused Growth Fund, Eaton Vance Atlanta Capital Select
Equity Fund, and Eaton Vance Atlanta Capital SMID-Cap Fund (each, an “Atlanta Capital Sub-Advised Series”), and material
differences between the proposed investment sub-advisory agreements with Atlanta Capital and the current agreements, are described
generally below. Differences in language, stylistic changes, and changes to provisions that would not result in a change to a reasonable
substantive interpretation of an agreement are not included in the below description; however, the complete text of the form of
the new investment sub-advisory agreement with Atlanta Capital is attached as Appendix N.
Fees. Atlanta Capital will not
receive increased investment sub-advisory fees as a result of the Transaction. There will be no change in the rate of the fees
that the Advisers will pay to Atlanta Capital under the proposed investment sub-advisory agreements, as compared to the rate of
fees that the Advisers currently pay to Atlanta Capital under the existing investment sub-advisory agreements.
The current and proposed fee schedules for
investment sub-advisory services for each Atlanta Capital Sub-Advised Series are described in Appendix F. The proposed investment
sub-advisory agreements make explicit that the applicable Adviser is solely responsible for the payment of the compensation to
Atlanta Capital, that Atlanta Capital agrees to seek payment of its compensation solely from such Adviser, and that the Atlanta
Capital Sub-Advised Series shall have no liability for Atlanta Capital’s compensation pursuant to the agreements.
Duties of the Sub-Adviser. The current
and proposed investment sub-advisory agreements contain substantially similar provisions relating to the retention of Atlanta Capital
as investment sub-adviser to render portfolio management services to the Atlanta Capital Sub-Advised Series. In pursuit of the
foregoing, Atlanta Capital shall provide the Atlanta Capital Sub-Advised Series with such investment management and supervision
as the applicable Adviser may, from time to time, consider necessary for the proper supervision of the Atlanta Capital Sub-Advised
Series’ investments. The proposed investment sub-advisory agreements provide that the services to be provided by Atlanta
Capital pursuant to the agreement will apply to the portion of an Atlanta Capital Sub-Advised Series’s assets that the applicable
Adviser or the Board of the Atlanta Capital Sub-Advised Series shall from time to time designate, which may consist of all or a
portion of the Atlanta Capital Sub-Advised Series’s assets. The proposed investment sub-advisory agreements also clarify
that, subject to approval of the Atlanta Capital Sub-Advised Series’s Board and notice to
Atlanta Capital, the applicable Adviser retains complete authority immediately to assume direct responsibility for any function
delegated to Atlanta Capital under the agreements.
Best
Execution. The current and proposed investment sub-advisory agreements provide that Atlanta Capital shall use its best efforts
to seek to execute security transactions at prices that are advantageous to the applicable Atlanta Capital Sub-Advised Series.
The proposed investment sub-advisory agreements further describe considerations for Atlanta Capital’s selection of brokers
and dealers, including soft dollar considerations, which are subject to policies and procedures adopted by the Board. This language
is not included in the current investment sub-advisory agreements, except for the agreement for Eaton Vance Atlanta Capital SMID-Cap
Fund. This provision was updated in the proposed investment sub-advisory agreements to more closely reflect statutory requirements
relating to the payment of brokerage commission rates for investment transactions and align the language across agreements. In
addition to the policies and procedures adopted by the Board, Atlanta Capital has its own policies and procedures relating to best
execution and client commission arrangements. None of the policies and procedures or current execution practices are expected
to change as a result of the Transaction.
While the current investment sub-advisory agreements
provide that Atlanta Capital shall place purchase and sale orders either directly with the issuer or with brokers or dealers, the
proposed investment sub-advisory agreements clarify that Atlanta Capital may also place such orders with futures commission merchants
or other market participants selected by Atlanta Capital. The revised language reflects the different types of investments in which
the Atlanta Capital Sub-Advised Series may transact.
Standard of Care. The proposed investment
sub-advisory agreements provide that Atlanta Capital shall exercise reasonable care in the performance of its duties under the
agreements and will conduct its activities thereunder in compliance with the applicable requirements of the 1940 Act and all rules
and regulations thereunder, all other applicable federal and state laws, any applicable procedures adopted by the Atlanta Capital
Sub-Advised Series’s Board that have been provided to Atlanta Capital, and the provisions of the Atlanta Capital Sub-Advised
Series’s registration statement, each as may be amended. A similar provision is not included in the current investment sub-advisory
agreements.
Expenses. The current and proposed investment
sub-advisory agreements provide that the Atlanta Capital Sub-Advised Series will pay all expenses other than those expressly stated
to be payable by Atlanta Capital or the applicable Adviser, including certain expenses set forth in the agreement. The proposed
investment sub-advisory agreements provide updated examples of the various types of expenses that may be borne by the Atlanta Capital
Sub-Advised Series. The expense provisions in the proposed investment sub-advisory agreements
are intended to clarify existing arrangements and, if approved, would not result in a change in the expenses that the Atlanta Capital
Sub-Advised Series currently bear.
Limitation
of Liability. Both the current and proposed investment sub-advisory agreements provide that, in the absence of willful
misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties, Atlanta Capital shall not be subject
to liability to the applicable Adviser, to the Atlanta Capital Sub-Advised Series,
or to any shareholder of the Atlanta Capital Sub-Advised Series for any act or
omission in connection with rendering services under the agreement.
The
current and proposed investment sub-advisory agreements include an acknowledgement of the limited personal liability of the board
members, officers, and shareholders of each of the applicable Adviser and the Atlanta Capital Sub-Advised Series
as provided for in the Declarations of Trust for each of the Adviser and the Atlanta Capital Sub-Advised Series.
Third
Party Beneficiaries. The proposed investment sub-advisory agreements provide that each Atlanta Capital Sub-Advised Series
is a third party beneficiary to the agreement and that, aside from the Atlanta Capital Sub-Advised Series,
nothing in the agreement, express or implied, is intended to or shall confer upon any person not a party thereto (including, but
not limited to, shareholders of an Atlanta Capital Sub-Advised Series) any right,
benefit or remedy under or by reason of the agreement.
Other
Interests. The current and proposed investment sub-advisory agreements provide that the services of Atlanta Capital to an Atlanta
Capital Sub-Advised Series are not exclusive and contemplate that Atlanta Capital may
provide investment advice to other funds and accounts that may differ from or conflict with the advice provided to the Atlanta
Capital Sub-Advised Series.
Books
and Records. The proposed investment sub-advisory agreement provides that Atlanta Capital shall preserve the records required
to be maintained by Rule 31a-1 under the 1940 Act for the periods prescribed by Rule 31a-2 under the 1940 Act and that Atlanta
Capital agrees to surrender promptly to an Atlanta Capital Sub-Advised Series any
of such records upon the Atlanta Capital Sub-Advised Series’s or the
applicable Adviser’s request in compliance with the requirements of the 1940 Act.
Although Atlanta Capital is currently complying with this regulatory requirement, the current investment sub-advisory agreements
are silent on this point.
Governing Law and Legal Requirements. The current
and proposed investment sub-advisory agreements provide that such agreements shall be governed by and interpreted in accordance
with the laws of The Commonwealth of Massachusetts. The current and proposed investment sub-advisory agreements refer to certain
requirements under the 1940 Act and provide that these requirements will be deemed to reflect the effect of any modification or
interpretation by any applicable order, rule, regulation, or interpretive release of the SEC or guidance issued by the staff thereof.
Proposal 2F: To Approve New Investment Sub-Advisory
Agreements with Hexavest
Comparison of New Investment Sub-Advisory
Agreements with Hexavest with the Current Investment Sub-Advisory Agreements with Hexavest
The terms of the proposed investment sub-advisory
agreements with Hexavest, for each of Eaton Vance Hexavest Global Equity Fund and Eaton Vance Hexavest International Equity Fund
(each, a “Hexavest Sub-Advised Series”), and material differences between the proposed investment sub-advisory agreements
with Hexavest and the current agreements, are described generally below. Except as noted below, the terms of the current and proposed
investment sub-advisory agreements with Hexavest are substantially identical. A complete text of the form of the proposed investment
sub-advisory agreement with Hexavest is attached as Appendix Q.
Fees. Hexavest will not receive
increased investment sub-advisory fees as a result of the Transaction. There is no change in the rate of the fees that Eaton Vance
will pay to Hexavest under the proposed investment sub-advisory agreements, as compared to the rate of fees that Eaton Vance currently
pays to Hexavest under the existing investment sub-advisory agreements.
The current and proposed fee schedules for
investment sub-advisory services for each Hexavest Sub-Advised Series are described in Appendix F. The agreements provide
that Eaton Vance is solely responsible for the payment of the compensation to Hexavest, that Hexavest agrees to seek payment of
its compensation solely from Eaton Vance, and that the Hexavest Sub-Advised Series shall have no liability for Hexavest’s
compensation thereunder.
Duties of the Sub-Adviser. The current
and proposed investment sub-advisory agreements contain identical provisions relating to the retention of Hexavest as investment
sub-adviser to manage the investment and reinvestment of the assets of the Hexavest Sub-Advised Series, subject to the supervision
of Eaton Vance. Subject to the supervision of the Board and Eaton Vance, Hexavest will continue to provide a continuous investment
program for the Hexavest Sub-Advised Series and determine, in its discretion, the composition of the assets of the Hexavest Sub-Advised
Series, including the determination of the purchase, retention, or sale of the securities, cash, and other investments for the
Hexavest Sub-Advised Series.
Standard of Care. The current and proposed
investment sub-advisory agreements provide that Hexavest shall exercise reasonable care in the performance of its duties under
the agreements, and will conduct its activities thereunder in compliance with the applicable requirements of the 1940 Act and all
rules and regulations thereunder, all other applicable federal and state laws and regulations, any applicable procedures adopted
by the Hexavest Sub-Advised Series’s Board that have been provided to Hexavest, the provisions of the Hexavest Sub-Advised
Series’s registration statement, and Hexavest’s operating policies and procedures provided to Eaton Vance, each as
may be amended.
Limitation
of Liability. Both the current and proposed investment sub-advisory agreements provide that Hexavest will
not be subject to liability for any act or omission in connection with providing services under the agreement, except by reason
of willful misfeasance, bad faith, or gross negligence in the performance of Hexavest’s
duties, or any breach by Hexavest of its obligations or duties under the agreement.
Books
and Records. The current and proposed investment sub-advisory agreements provide that Hexavest shall
preserve the records required to be maintained by Rule 31a-1 under the 1940 Act for the periods prescribed by Rule 31a-2 under
the 1940 Act and that Hexavest agrees to surrender promptly to a Hexavest Sub-Advised Series any
of such records upon the Hexavest Sub-Advised Series’s or Eaton Vance’s
request in compliance with the requirements of the 1940 Act.
Governing Law. The current and proposed investment sub-advisory
agreements provide that such agreements shall be governed by and interpreted in accordance with the laws of The Commonwealth of
Massachusetts.
Interpretation of Certain Terms. The
proposed investment sub-advisory agreements provide that where the effect of a requirement of the 1940 Act reflected in any provision
of the proposed investment sub-advisory agreement is amended, or is modified or interpreted by any applicable order or order of
the SEC, any rules or regulations adopted by, or interpretive releases of the SEC, or any applicable guidance issued by the staff
of the SEC, such provision will be deemed to incorporate the effect of such amendment, order, rule, regulation, interpretive release,
or guidance.
Proposal 2G: To Approve New Investment Sub-Advisory
Agreements with RBA
Comparison of New Investment Sub-Advisory
Agreements with RBA with the Current Investment Sub-Advisory Agreements with RBA
The terms of the proposed investment sub-advisory
agreements with RBA, for each of Eaton Vance Richard Bernstein All Asset Strategy Fund and Eaton Vance Richard Bernstein Equity
Strategy Fund (each, an “RBA Sub-Advised Series”), and material differences between the proposed investment sub-advisory
agreements with RBA and the current agreements, are described generally below. Except as noted below, the terms of the current
and proposed investment sub-advisory agreements with RBA are substantially identical. A complete text of the form of the proposed
investment sub-advisory agreement with RBA is attached as Appendix R.
Fees. RBA will not receive increased
investment sub-advisory fees as a result of the Transaction. There is no change in the rate of the fees that Eaton Vance will pay
to RBA under the proposed investment sub-advisory agreements, as compared to the rate of fees that Eaton Vance currently pays to
RBA under the existing investment sub-advisory agreements.
The current and proposed fee schedules for
investment sub-advisory services for each RBA Sub-Advised Series are described in Appendix F. The agreements provide that
Eaton Vance is solely responsible for the payment of the compensation to RBA, that RBA agrees to seek payment of its compensation
solely from Eaton Vance, and that the RBA Sub-Advised Series shall have no liability for RBA’s compensation thereunder.
Duties of the Sub-Adviser. The current
and proposed investment sub-advisory agreements contain identical provisions relating to the retention of RBA as investment sub-adviser
to manage the investment and reinvestment of the assets of the portion of the RBA Sub-Advised Series’ assets that shall be
allocated to RBA, subject to the supervision of Eaton Vance. Subject to the supervision of the Board and Eaton Vance, RBA will
continue to provide a continuous investment program for the RBA Sub-Advised Series and determine, in its discretion, the composition
of the assets of the RBA Sub-Advised Series, including the determination of the purchase, retention, and sale of the securities,
cash, and other investments for the RBA Sub-Advised Series.
Limitation
of Liability. Both the current and proposed investment sub-advisory agreements provide that RBA will
not be subject to liability for any act or omission in connection with providing services under the agreement, except by reason
of willful misfeasance, bad faith, or gross negligence in the performance of RBA’s
duties, or any material breach by RBA of its obligations or duties under the agreement.
Books
and Records. The current and proposed investment sub-advisory agreements provide that RBA shall
preserve the records required to be maintained by Rule 31a-1 under the 1940 Act for the periods prescribed by Rule 31a-2 under
the 1940 Act and that RBA agrees to surrender promptly to a RBA Sub-Advised
Series any of such records upon the RBA Sub-Advised Series’s
or Eaton Vance’s request in compliance with the requirements of the 1940
Act.
Governing Law. The current and proposed investment sub-advisory
agreements provide that such agreements shall be governed by and interpreted in accordance with the laws of The Commonwealth of
Massachusetts.
Interpretation of Certain Terms. The
proposed investment sub-advisory agreement provides that where the effect of a requirement of the 1940 Act reflected in any provision
of the proposed investment sub-advisory agreement is amended, or is modified or interpreted by any applicable order or order of
the SEC, any rules or regulations adopted by, or interpretive releases of the SEC, or any applicable guidance issued by the staff
of the SEC, such provision will be deemed to incorporate the effect of such amendment, order, rule, regulation, interpretive release,
or guidance.
Proposal 2:
Description of the Transaction
The
Merger Agreement was unanimously approved by the Board of Directors of each of Morgan Stanley and EVC. The
Closing is subject to the completion or waiver of customary closing conditions and is expected to close in the second quarter of
2021. Upon the Closing, Eaton Vance, BMR, EVAIL, Parametric, and Atlanta Capital will become indirect wholly-owned subsidiaries
of Morgan Stanley. Hexavest, which is 49% owned by an affiliate of EVC, will become 49% owned directly or indirectly by Morgan
Stanley upon the Closing.
Board Considerations
At a meeting held on November 24, 2020,
the Board of each Sub-Advised Series, including a majority of the Independent Board Members, voted to approve a new investment
sub-advisory agreement between the applicable Adviser and Sub-Adviser. In voting its approval of the new investment sub-advisory
agreement, the Board of each Sub-Advised Series relied upon the recommendation of its Contract Review Committee, which is a committee
comprised exclusively of Independent Board Members. Prior to and during meetings leading up to the meeting held on November 24,
2020, each Board’s Contract Review Committee reviewed and discussed information furnished by the Advisers, the Sub-Advisers
and Morgan Stanley, as requested by the Independent Board Members, that the Contract Review Committee considered reasonably necessary
to evaluate the terms of the new agreement and to form its recommendation. Such information included, among other things, the terms
and anticipated impacts of the Transaction on the Funds and their shareholders. In addition to considering information furnished
specifically to evaluate the impact of the Transaction on the Funds and their respective shareholders, each Board and its Contract
Review Committee also considered information furnished for prior meetings of the Boards and their committees, including information
provided in connection with the annual contract review process for the Sub-Advised Series, which most recently culminated in April
2020. The Board of each Sub-Advised Series, including the Independent Board Members, concluded that the new investment sub-advisory
agreement, including the fees payable thereunder, was fair and reasonable, and it voted to approve the new investment sub-advisory
agreement and to recommend that shareholders do so as well. Each Board’s considerations are described in more detail in Appendix
M.
Required Vote and Related Matters
Required Vote. Approval of a
Series’s proposed investment sub-advisory agreement requires the affirmative vote of a 1940 Act Majority of the voting securities
of the Series, provided the applicable quorum, as described below under “Further Information About Voting and the Joint Special
Meeting – Quorum and Methods of Tabulation,” has been satisfied.
Conditions. Except with respect
to the New IAA Series, this Proposal 2 is subject to the Closing and, with respect to a particular Series (including the New IAA
Series), shareholders’ approval of Proposal 1, which seeks approval of a new investment advisory agreement between each Series
and Eaton Vance or BMR, as applicable. Because the New IAA Series do not have existing investment sub-advisory agreements that
may be deemed to terminate upon the Closing, approval of Proposal 2 by shareholders of a New IAA Series is not contingent on the
Closing. If Proposal 2 is approved by the shareholders of a New IAA Series, the new investment sub-advisory agreement(s) for that
New IAA Series will become effective with respect to such New IAA Series as of the Closing or on another date determined by an
officer of the Series. If the shareholders of a given Series do not approve Proposal 1, or if the Transaction is not completed
(except with respect to a New IAA Series), this Proposal 2 will be deemed null with respect to that Series. The Board of such Series
will consider whether other actions, if any, are warranted.
Please
note that even if shareholders of a Series (other than a New IAA Series) approve Proposal
2, it is possible that such Series’s new investment sub-advisory agreement will
not take effect. This is because the Closing is subject to the completion or waiver of certain conditions. One of these conditions
is that advisory clients of EVC’s investment adviser subsidiaries, which would include the Funds and other advisory clients,
representing a specified percentage of EVC revenue as of September 30, 2020, consent to the continuation of their advisory relationships
after the Closing, as more fully described in the Merger Agreement that EVC filed with the SEC on October 8, 2020 on Form 8-K,
Exhibit 2.1.
On
the other hand, the Closing may take place even if shareholders of your Series do
not approve Proposal 2. If this should happen, the Board(s) of such Series would consider
what additional actions to take, which could include continuing to solicit approval of a new investment sub-advisory agreement.
In addition, the Advisers could (and expect to) propose that the Board of each Series approve
an interim investment sub-advisory agreement to permit continuity of management while solicitation continues. The terms of an interim
investment sub-advisory agreement would be identical to those of the current investment sub-advisory agreement except for term
and escrow provisions required by applicable law.
Wholly-Owned Subsidiary
of Parametric Commodity Strategy Fund
Parametric
serves as investment sub-adviser to Parametric Commodity Strategy Fund’s wholly-owned subsidiary, PSC Commodity Subsidiary,
Ltd., pursuant to an investment sub-advisory agreement between Eaton Vance (the subsidiary’s investment adviser) and Parametric.
Upon
the Closing, the investment sub-advisory agreement between Eaton Vance and Parametric relating to PSC Commodity Subsidiary, Ltd.
may be deemed to automatically terminate. In connection with the Transaction, Eaton Vance expects to propose that Parametric Commodity
Strategy Fund’s Board approve a new investment sub-advisory agreement for PSC Commodity Subsidiary, Ltd. on substantially
the same terms as the existing agreement. Shareholders of Parametric Commodity Strategy Fund are not required, and are not being
asked, to approve the new investment sub-advisory agreement for PSC Commodity Subsidiary, Ltd. Parametric Commodity Strategy Fund,
as sole shareholder of PSC Commodity Subsidiary, Ltd., is expected to approve the new agreement. Approval by Parametric Commodity
Strategy Fund of the sub-advisory agreement between Eaton Vance and Parametric relating to PSC Commodity Subsidiary, Ltd. is contingent
upon the related approval of Proposal 1 for Parametric Commodity Strategy Fund’s investment advisory agreement with Eaton
Vance and this Proposal 2 for Parametric Commodity Strategy Fund’s investment sub-advisory agreement with Parametric.
BOARD RECOMMENDATION
The Board of each Series listed above
believes that the new investment sub-advisory agreement is in the best interests of such Series. Accordingly, each Series’s
Board unanimously recommends that shareholders vote FOR the approval of the new investment sub-advisory agreement as set forth
in Proposal 2.
Proposal 3
TO PROVIDE VOTING INSTRUCTIONS WITH
RESPECT TO THE APPROVAL OF A NEW INVESTMENT ADVISORY AGREEMENT FOR THE UNDERLYING FUND(S) IN WHICH YOUR SERIES INVESTS
Each Board has unanimously approved,
and recommends that shareholders of each Investing Fund submit to such Investing Fund voting instructions to approve, a new investment
advisory agreement between the Adviser and the Underlying Fund(s) in which such Investing Fund invests. Interestholders of an Underlying
Fund include the Investing Fund(s) that invest their assets in such Underlying Fund, as well as certain other investors. Each Investing
Fund’s voting rights with respect to the applicable Underlying Fund(s) will be passed through to the Investing Fund’s
own shareholders. Each Investing Fund will vote its interests in the Underlying Fund in accordance with the voting instructions
received from the Investing Fund’s shareholders and will vote its interest in the Underlying Fund with respect to which it
has not received voting instructions in the same proportion (for, against, or abstain) for which it has received timely instructions
from other Investing Fund shareholders. Accordingly, shareholders of each Investing Fund are being asked to submit instructions
regarding how the Investing Fund should vote on this Proposal 3 to approve the new investment advisory agreement for the Underlying
Fund(s) in which it invests. The Underlying Fund(s) in which the Investing Funds invest are set forth in Appendix U.
Each Portfolio currently has an investment
advisory agreement in place with BMR, and it is proposed that BMR continue to serve as investment adviser to each Portfolio pursuant
to a new investment advisory agreement between each such Portfolio and BMR. The form of the proposed investment advisory agreement
with BMR is attached as Appendix K. You should refer to Appendix K for the complete terms of each Portfolio’s
proposed investment advisory agreement.
For Eaton Vance Emerging Markets Debt
Opportunities Fund, which serves as an underlying Fund to Eaton Vance Short Duration Strategic Income Fund, it is proposed that
Eaton Vance serve as investment adviser and administrator pursuant to a new investment advisory and administrative agreement, as
discussed in Proposal 1B above. The form of the proposed investment advisory and administrative agreement with Eaton Vance is attached
as Appendix J. You should refer to Appendix J for the complete terms of Eaton Vance Emerging Markets Debt Opportunities
Fund’s proposed investment advisory and administrative agreement.
Proposal 3A:
|
To provide voting instructions to each applicable Investing Fund, each of which invests pursuant to a master-feeder arrangement, with respect to the approval of a new investment advisory agreement with BMR to serve as investment adviser to the Portfolio in which such Investing Fund invests
|
Investing Fund
|
Portfolio
|
Eaton Vance Core Bond Fund
|
Core Bond Portfolio
|
Eaton Vance Emerging and Frontier Countries Equity Fund
|
Global Macro Capital Opportunities Portfolio
|
Eaton Vance Emerging Markets Local Income Fund
|
Emerging Markets Local Income Portfolio
|
Eaton Vance Floating-Rate Advantage Fund
|
Senior Debt Portfolio
|
Eaton Vance Floating-Rate Fund
|
Eaton Vance Floating Rate Portfolio
|
Eaton Vance Global Bond Fund
|
International Income Portfolio
|
Eaton Vance Global Income Builder Fund
|
Global Income Builder Portfolio
|
Eaton Vance Global Income Builder NextShares
|
Global Income Builder Portfolio
|
Eaton Vance Global Macro Absolute Return Advantage Fund
|
Global Macro Absolute Return Advantage Portfolio
|
Eaton Vance Global Macro Absolute Return Fund
|
Global Macro Portfolio
|
Eaton Vance Greater India Fund
|
Greater India Portfolio
|
Eaton Vance High Income Opportunities Fund
|
High Income Opportunities Portfolio
|
Eaton Vance Stock Fund
|
Stock Portfolio
|
Eaton Vance Stock NextShares
|
Stock Portfolio
|
Eaton Vance TABS 5-to-15 Year Laddered Municipal Bond NextShares
|
5-to-15 Year Laddered Municipal Bond Portfolio
|
Eaton Vance Tax-Managed Growth Fund 1.0
|
Tax-Managed Growth Portfolio
|
Eaton Vance Tax-Managed Growth Fund 1.1
|
Tax-Managed Growth Portfolio
|
Eaton Vance Tax-Managed Growth Fund 1.2
|
Tax-Managed Growth Portfolio
|
Eaton Vance Tax-Managed Multi-Cap Growth Fund
|
Tax-Managed Multi-Cap Growth Portfolio
|
Eaton Vance Tax-Managed Small-Cap Fund
|
Tax-Managed Small-Cap Portfolio
|
Eaton Vance Tax-Managed Value Fund
|
Tax-Managed Value Portfolio
|
Parametric TABS 5-to-15 Year Laddered Municipal Bond Fund
|
5-to-15 Year Laddered Municipal Bond Portfolio
|
Parametric Tax-Managed International Equity Fund
|
Tax-Managed International Equity Portfolio
|
Proposal 3B:
|
To provide voting instructions to Eaton Vance Floating-Rate & High Income Fund, which invests pursuant to a fund-of-funds arrangement, with respect to the approval of a new investment advisory agreement with BMR to serve as investment adviser to Eaton Vance Floating Rate Portfolio
|
Proposal 3C:
|
To provide voting instructions to Eaton Vance Floating-Rate & High Income Fund, which invests pursuant to a fund-of-funds arrangement, with respect to the approval of a new investment advisory agreement with BMR to serve as investment adviser to High Income Opportunities Portfolio
|
Proposal 3D:
|
To provide voting instructions to Eaton Vance Tax-Managed Equity Asset Allocation Fund, which invests pursuant to a fund-of-funds arrangement, with respect to the approval of a new investment advisory agreement with BMR to serve as investment adviser to Tax-Managed Growth Portfolio
|
Proposal 3E:
|
To provide voting instructions to Eaton Vance Tax-Managed Equity Asset Allocation Fund, which invests pursuant to a fund-of-funds arrangement, with respect to the approval of a new investment advisory agreement with BMR to serve as investment adviser to Tax-Managed International Equity Portfolio
|
Proposal 3F:
|
To provide voting instructions to Eaton Vance Tax-Managed Equity Asset Allocation Fund, which invests pursuant to a fund-of-funds arrangement, with respect to the approval of a new investment advisory agreement with BMR to serve as investment adviser to Tax-Managed Multi-Cap Growth Portfolio
|
Proposal 3G:
|
To provide voting instructions to Eaton Vance Tax-Managed Equity Asset Allocation Fund, which invests pursuant to a fund-of-funds arrangement, with respect to the approval of a new investment advisory agreement with BMR to serve as investment adviser to Tax-Managed Small-Cap Portfolio
|
Proposal 3H:
|
To provide voting instructions to Eaton Vance Tax-Managed Equity Asset Allocation Fund, which invests pursuant to a fund-of-funds arrangement, with respect to the approval of a new investment advisory agreement with BMR to serve as investment adviser to Tax-Managed Value Portfolio
|
Proposal 3I:
|
To provide voting instructions to Eaton Vance Balanced Fund, which invests pursuant to a fund-of-funds arrangement, with respect to the approval of a new investment advisory agreement with BMR to serve as investment adviser to Core Bond Portfolio
|
Proposal 3J:
|
To provide voting instructions to Eaton Vance Balanced Fund, which invests pursuant to a fund-of-funds arrangement, with respect to the approval of a new investment advisory agreement with BMR to serve as investment adviser to Stock Portfolio
|
Proposal 3K:
|
[Reserved]
|
Proposal 3L:
|
To provide voting instructions to Eaton Vance Short Duration Inflation-Protected Income Fund, which invests pursuant to a fund-of-funds arrangement, with respect to the approval of a new investment advisory agreement with BMR to serve as investment adviser to Senior Debt Portfolio
|
Proposal 3M:
|
To provide voting instructions to Eaton Vance Short Duration Strategic Income Fund, which invests pursuant to a fund-of-funds arrangement, with respect to the approval of a new investment advisory agreement with BMR to serve as investment adviser to Global Opportunities Portfolio
|
Proposal 3N:
|
To provide voting instructions to Eaton Vance Short Duration Strategic Income Fund, which invests pursuant to a fund-of-funds arrangement, with respect to the approval of a new investment advisory agreement with BMR to serve as investment adviser to Global Macro Absolute Return Advantage Portfolio
|
Proposal 3O:
|
To provide voting instructions to Eaton Vance Short Duration Strategic Income Fund, which invests pursuant to a fund-of-funds arrangement, with respect to the approval of a new investment advisory agreement with BMR to serve as investment adviser to Senior Debt Portfolio
|
Proposal 3P:
|
To provide voting instructions to Eaton Vance Short Duration Strategic Income Fund, which invests pursuant to a fund-of-funds arrangement, with respect to the approval of a new investment advisory agreement with BMR to serve as investment adviser to Emerging Markets Local Income Portfolio
|
Proposal 3Q:
|
To provide voting instructions to Eaton Vance Short Duration Strategic Income Fund, which invests pursuant to a fund-of-funds arrangement, with respect to the approval of a new investment advisory and administrative agreement with Eaton Vance to serve as investment adviser and administrator to Eaton Vance Emerging Markets Debt Opportunities Fund
|
Comparison of New Investment Advisory Agreements with Current
Investment Advisory Agreements for the Portfolios
In connection with the approval of new
investment advisory agreements for the Portfolios, BMR proposed, and each Board approved, certain changes to the provisions of
the current agreements in order to standardize, clarify, and modernize the current agreements. The Boards believe that this standardization
will benefit shareholders by making the administration of the Portfolios’ investment advisory agreements more efficient.
The terms of the proposed investment
advisory agreements for the Portfolios, and material differences between the proposed investment advisory agreements and the current
agreements, are described generally below. Differences in language, stylistic changes, and changes to provisions that would not
result in a change to a reasonable substantive interpretation of an agreement are not included in the below description; however,
the complete text of the form of the proposed investment advisory agreement with BMR is attached as Appendix K. The date
of each Portfolio’s current investment advisory agreement, the date on which it was last approved by shareholders, and the
date on which its continuance was last approved by the relevant Board is set forth in Appendix M.
Fees. No Portfolio will experience
increased management fee rates as a result of the Transaction. The contractual advisory fee rates for each Portfolio under the
proposed investment advisory agreements with BMR will be the same as the contractual rate of fees currently payable to BMR under
the existing investment advisory agreements. Separately executed permanent contractual management fee reduction arrangements currently
in place for a Portfolio, if any, will be reflected in the compensation terms in that Portfolio’s new investment advisory
agreement. The fee schedules to the current and proposed investment advisory agreements for each Portfolio are described in Appendix
D.
Investment Management Services. The
current and proposed investment advisory agreements contain substantially similar provisions relating to the retention of BMR to
act as investment adviser for, and to manage the investment and reinvestment of the assets of, each Portfolio. In pursuit of the
foregoing, BMR shall furnish continuously an investment program and shall determine from time to time what securities and other
investments shall be acquired, disposed of, or exchanged and what portion of a Portfolio’s assets shall be held uninvested,
subject always to the applicable restrictions of the relevant Portfolio’s organizational documents and registration statement.
With respect to Senior Debt Portfolio, the proposed investment advisory agreement clarifies that BMR’s services in this regard
shall extend to not only loans, but to all investments of the Portfolio.
While BMR’s role is not changing
under the proposed investment advisory agreements, the proposed agreements explicitly state that BMR shall not be deemed to have
assumed any duties with respect to, and shall not be responsible for, the distribution of interests of a Portfolio, nor shall BMR
be deemed to have any responsibility with respect to functions specifically assumed by any transfer agent, administrator, custodian,
or shareholder servicing agent of the Portfolio.
With
respect to Global Macro Absolute Return Advantage Portfolio and Global Macro Capital Opportunities Portfolio, the proposed investment
advisory agreement removes language stating that BMR is authorized to establish one or more wholly-owned subsidiaries of the Portfolio
through which it may conduct certain commodities investing activities. While BMR’s authority in this regard would not change,
BMR believes this language is not necessary as it is covered by BMR’s broad authority to administer the Portfolio’s
investment affairs.
Best Execution. The proposed
investment advisory agreements provide that BMR shall use its best efforts to seek to execute security transactions at prices that
are advantageous to the Portfolio and describe considerations for BMR’s selection of brokers and dealers, including soft
dollar considerations, which are subject to policies and procedures adopted by the Board. This concept is included in various other
forms in the current investment advisory agreements for the Portfolios, through reference to the policies and procedures adopted
by the Board or through a description of best execution considerations. This provision was updated in the proposed investment advisory
agreement to more closely reflect statutory requirements relating to the payment of brokerage commission rates for investment transactions
and align the language across agreements.
While the current investment advisory
agreements for the Portfolios provide that BMR shall place purchase and sale orders either directly with the issuer or with brokers
or dealers, the proposed investment advisory agreements provide that BMR may also place such orders with futures commission merchants
or other market participants selected by BMR. The language in the proposed investment advisory agreements reflects the different
types of investments in which the Portfolios may transact.
Delegation of Responsibilities. The
current and proposed investment advisory agreements explicitly permit BMR to employ one or more sub-advisers with respect to any
Portfolio. The proposed investment advisory agreements make clear that BMR may, with the approval of the Board of a Portfolio and
without the vote of any interestholders of the Portfolio, terminate any agreement with any sub-adviser and/or enter into an agreement
with one or more other sub-advisers, all as permitted by the 1940 Act and the rules thereunder. In addition, pursuant to the proposed
investment advisory agreements, in the event a sub-adviser is employed, BMR retains the authority to immediately assume responsibility
for any functions delegated to such sub-adviser, subject to approval by the Board and notice to the sub-adviser; this is also explicitly
permitted by the current investment advisory agreements for certain Portfolios.5
Expenses. The current and
proposed investment advisory agreements provide that the Portfolios will pay all expenses other than those expressly stated to
be payable by BMR, including certain expenses set forth in the agreement. The proposed investment advisory agreements provide updated
examples of the various expenses that may be borne by the Portfolio. In addition, the proposed investment advisory agreements clarify
that BMR shall pay the entire salaries and fees of all Portfolio Board members and officers who are employed by BMR and who devote
part or all of their time to the affairs of BMR. The expense provisions in the proposed investment advisory agreements are intended
to clarify existing arrangements and, if approved, would not result in a change to expenses that the Portfolios currently bear.
Limitation of Liability. Both
the current and proposed investment advisory agreements provide that, in the absence of willful misfeasance, bad faith, gross negligence,
or reckless disregard of duties, BMR shall not be subject to liability to the Portfolio or to any shareholder of the Portfolio
for any act or omission in connection with rendering services under the agreement.
The
proposed investment advisory agreements include an acknowledgement of the limited
personal liability of the board members, officers, and shareholders or interestholders of each of BMR and the Portfolio, as applicable,
as provided for in the Declarations of Trust for each of BMR and the Portfolio.
Third Party Beneficiaries. The
proposed investment advisory agreements clarify that such agreements shall not confer upon any person that is not a party to such
agreement any right, benefit, or remedy under the agreement. Except with respect to Global Income Builder Portfolio and 5-to-15
Year Laddered Municipal Bond Portfolio, which contain similar provisions, the current investment advisory agreements are silent
on this point.
___________________
5 These Portfolios include Tax-Managed
International Equity Portfolio, Global Macro Absolute Return Advantage Portfolio, Greater India Portfolio, Global Macro Capital
Opportunities Portfolio, Global Income Builder Portfolio, and 5-to-15 Year Laddered Municipal Bond Portfolio.
Non-Exclusive Services.
The proposed investment advisory agreements clarify that the services of BMR to a Portfolio are not exclusive and contemplate
that BMR may provide investment advice to other funds and accounts that may differ from or conflict with the advice provided to
the Portfolio.
Governing Law and Legal Requirements.
While the current investment advisory agreements are silent as to governing law, the proposed investment advisory agreements provide
that such agreements shall be governed by and interpreted in accordance with the laws of The Commonwealth of Massachusetts. The
current and proposed investment advisory agreements refer to certain requirements under the 1940 Act and provide that these requirements
will be deemed to reflect the effect of any modification or interpretation by any applicable order, rule, regulation, or interpretive
release of the SEC or guidance issued by the staff thereof.
Comparison of New Investment Advisory
and Administrative Agreement with Current Investment Advisory and Administrative Agreement for Eaton Vance Emerging Markets Debt
Opportunities Fund
Please refer to Proposal 1B above for
a description of the current and proposed investment advisory and administrative agreement for Eaton Vance Emerging Markets Debt
Opportunities Fund. As a shareholder of Eaton Vance Short Duration Strategic Income Fund (an Investing Fund), you are being asked
to (i) vote on Proposal 1A with respect to Eaton Vance Short Duration Strategic Income Fund and (ii) provide voting instructions
to Eaton Vance Short Duration Strategic Income Fund regarding how it should vote its shares of Eaton Vance Emerging Markets Debt
Opportunities Fund (an Underlying Fund), with respect to Proposal 1B.
Proposal 3:
Description of the Transaction
The
Merger Agreement was unanimously approved by the Board of Directors of each of Morgan Stanley and EVC. The Closing is subject
to the completion or waiver of customary closing conditions and is expected to close in the second quarter of 2021. Upon the Closing,
Eaton Vance, BMR, EVAIL, Parametric, and Atlanta Capital will become indirect wholly-owned subsidiaries of Morgan Stanley. Hexavest,
which is 49% owned by an affiliate of EVC, will become 49% owned directly or indirectly by Morgan Stanley upon the Closing.
Board Considerations
At a meeting held on November 24, 2020,
the Board of each Portfolio, including a majority of the Independent Board Members, voted to approve a new investment advisory
agreement between the Portfolio and BMR. In voting its approval of the new investment advisory agreement, the Board of each Portfolio
relied upon the recommendation of its Contract Review Committee, which is a committee comprised exclusively of Independent Board
Members. Prior to and during meetings leading up to the meeting held on November 24, 2020, each Board’s Contract Review Committee
reviewed and discussed information furnished by BMR and Morgan Stanley, as requested by the Independent Board Members, that the
Contract Review Committee considered reasonably necessary to evaluate the terms of the new agreement and to form its recommendation.
Such information included, among other things, the terms and anticipated impacts of the Transaction on the Portfolios and their
interestholders. In addition to considering information furnished specifically to evaluate the impact of the Transaction on the
Portfolio and their respective shareholders, each Board and its Contract Review Committee also considered information furnished
for prior meetings of the Board and its committees, including information provided in connection with the annual contract review
process for the Portfolios, which most recently culminated in April 2020. The Board of each Portfolio, including the Independent
Board Members, concluded that the new investment advisory agreement, including the fees payable thereunder, was fair and reasonable,
and it voted to approve the new investment advisory agreement and to recommend that interestholders do so as well.
Please refer to Proposal 1B above for
a description of the Board’s considerations in voting to approve the new investment advisory and administrative agreement
for Eaton Vance Emerging Markets Debt Opportunities Fund.
Each Board’s considerations are
described in more detail in Appendix M.
Required Vote and Related Matters
Required Vote. Approval of the
proposed investment advisory agreements with respect to an Underlying Fund requires the affirmative vote of a 1940 Act Majority
of the voting securities of the Underlying Fund, provided the applicable quorum, as described below under “Further Information
About Voting and the Joint Special Meeting – Quorum and Methods of Tabulation,” has been satisfied.
Underlying Fund Voting. With
respect to Proposal 3, you are being asked to submit voting instructions to your Investing Fund regarding how such Investing Fund,
as a beneficial owner of an interest in an Underlying Fund, will vote with respect to the approval of a new investment advisory
agreement for the Underlying Fund. Outstanding interests in each Underlying Fund also may be held by other funds. These funds include
certain Series and other investment companies that are not required to be registered under the 1940 Act. In addition, Eaton Vance
or BMR maintains a de minimis investment in each Portfolio. The Investing Funds invest in an Underlying Fund in either a master-feeder
arrangement (in which the Investing Fund invests its assets exclusively in its corresponding Portfolio) or a fund-of-funds arrangement
(in which the Investing Fund invests in one or more Underlying Funds, and may hold investments directly) in reliance on Section
12(d)(1)(E) (with respect to Investing Funds in master-feeder arrangements) or Section 12(d)(1)(G) (with respect to Investing Funds
in fund-of-funds arrangements) of the 1940 Act. Eaton Vance Short Duration Income Fund invests in Eaton Vance Emerging Markets
Debt Opportunities Fund, which is an Underlying Fund that is a Series (not a Portfolio), in a fund-of-funds arrangement in reliance
on Section 12(d)(1)(G) of the 1940 Act.
The
Board of each Investing Fund that invests in an Underlying Fund has authorized each Investing Fund to seek instructions from the
Investing Fund’s shareholders, and to vote each Investing Fund’s interest in an Underlying Fund in accordance with
the voting instructions received from Investing Fund shareholders. The Board has further authorized each Investing Fund to vote
its interest in the Underlying Fund with respect to which it has not received voting instructions in the same proportion (for,
against, or abstain) for which it has received timely instructions from other Investing Fund shareholders (this is known as “echo
voting”). The Investing Funds do not require that a specified number of shareholders submit voting instructions before an
Investing Fund will vote its interest in the applicable Underlying Fund. The Investing Funds will exercise their voting instructions
at the applicable meeting of the holders of an Underlying Fund (the Meeting with respect to Underlying Funds that are Series and
a separate meeting with respect to the Portfolios). The meeting for interestholders of the Portfolios is expected to be held on
February 18, 2021. Because each Investing Fund will vote its interest in an Underlying Fund using echo voting, a small number of
shareholders could determine how an Investing Fund votes its interest in the Underlying Fund. If an Underlying Fund has interestholders
in addition to an Investing Fund, it is possible that a proposal may be approved by the Underlying Fund even if it is not approved
by such Investing Fund’s shareholders.
With
respect to Proposal 3Q, please see Proposal 1B above for more information regarding the proposed investment advisory and administrative
agreement for Eaton Vance Emerging Markets Debt Opportunities Fund.
Conditions. The approval and
implementation of a new investment advisory agreement for an Underlying Fund is subject to the Closing. If the Closing does not
occur, such approval will be deemed null and the Boards will consider whether other actions are warranted. Assuming the Closing
occurs, a new investment advisory agreement will be approved for a particular Underlying Fund if the requisite interestholder vote
is obtained for that Underlying Fund. With respect to each Underlying Fund, the approval of a new investment advisory agreement
is not contingent on the approval of Proposal 1, Proposal 2, or Proposal 4 and, further, the approval of a new investment advisory
agreement for an Underlying Fund is not contingent upon the approval of a new investment advisory agreement by any Underlying Fund.
Please
note that even if interestholders of the Underlying Fund(s) in which your Investing Fund invests approve a new investment advisory
agreement, it is possible that such Underlying Fund’s new investment advisory
agreement will not take effect. This is because the Closing is subject to the completion or waiver of certain conditions. One of
these conditions is that advisory clients of EVC’s investment adviser subsidiaries, which would include the Funds and other
advisory clients, representing a specified percentage of EVC revenue as of September 30, 2020, consent to the continuation of their
advisory relationships after the Closing, as more fully described in the Merger Agreement that EVC filed with the SEC on October
8, 2020 on Form 8-K, Exhibit 2.1.
On
the other hand, the Closing may take place even if interestholders of an Underlying Fund(s) do not approve a new investment advisory
agreement for such Underlying Fund(s). If this should happen, the Board(s) of such Underlying
Fund(s) would consider what additional actions to take, which could include continuing to solicit approval of a new investment
advisory agreement. In addition, the Advisers could (and expect to) propose that the Board of each Underlying Fund, as applicable,
approve an interim investment advisory agreement to permit continuity of management while
solicitation continues. The terms of an interim investment advisory agreement would be identical to those of the current agreement
except for term and escrow provisions required by applicable law.
Wholly-Owned Subsidiaries of
the Portfolios
Each of Global
Macro Absolute Return Advantage Portfolio, Global Opportunities Portfolio, and Global Macro Portfolio (each, a “Parent Portfolio”)
has a wholly-owned subsidiary, formed under the laws of the Cayman Islands, into which it may invest a portion of its assets. Pursuant
to an investment advisory agreement, BMR is the investment adviser for each subsidiary, Eaton Vance GMAP Commodity Subsidiary,
Ltd. (the wholly-owned subsidiary of Global Macro Absolute Return Advantage Portfolio), Eaton Vance GOP Commodity Subsidiary, Ltd.
(the wholly-owned subsidiary of Global Opportunities Portfolio), and Eaton Vance GMP Commodity Subsidiary, Ltd. (the wholly-owned
subsidiary of Global Macro Portfolio).
Upon the Closing, each subsidiary’s
investment advisory agreement with BMR may be deemed to automatically terminate. In connection with the Transaction, BMR expects
to propose that each Parent Portfolio’s Board approve a new investment advisory agreement for each subsidiary on substantially
the same terms as the existing agreements. Shareholders of the Parent Portfolios are not required, and are not being asked, to
approve the new investment advisory agreements for the subsidiaries. Each Parent Portfolio, as sole shareholder of its respective
subsidiary, is expected to approve the new agreements. Approval by the Parent Portfolios of the new investment advisory agreement
with BMR is contingent upon the related approval of Proposal 3 for each respective Parent Portfolio’s investment advisory
agreement.
BOARD RECOMMENDATION
The Board of each Investing Fund, including
a majority of the Independent Board Members, believes that the approval of the new investment advisory agreement is in the best
interests of such Portfolio, underlying Fund, and Investing Fund, as applicable. Accordingly, each Investing Fund’s Board
unanimously recommends that shareholders submit voting instructions for their Investing Fund to vote FOR the new investment advisory
agreement as described in Proposal 3.
Proposal 4
TO PROVIDE VOTING INSTRUCTIONS REGARDING
APPROVAL OF A NEW INVESTMENT SUB-ADVISORY AGREEMENT
The Boards unanimously approved, and
recommend that shareholders of each Investing Fund that invests in a Portfolio noted below (collectively, the “Sub-Advised
Portfolios”) instruct their Investing Fund to approve a new investment sub-advisory agreement between BMR and the applicable
Sub-Adviser. As described in more detail below, BMR has retained, and intends to continue to retain, EVAIL, Parametric, and GSAM,
as applicable, for the Sub-Advised Portfolios noted below.
Proposal 4A:
|
To provide voting instructions to each applicable Investing Fund, each of which invests pursuant to a master-feeder arrangement, with respect to the approval of a new investment sub-advisory agreement with EVAIL to serve as the investment sub-adviser to the Portfolio in which such Investing Fund invests
|
Investing Fund
|
Portfolio
|
Eaton Vance Global Income Builder Fund
|
Global Income Builder Portfolio
|
Eaton Vance Global Income Builder NextShares
|
Global Income Builder Portfolio
|
Eaton Vance High Income Opportunities Fund
|
High Income Opportunities Portfolio
|
Proposal 4B:
|
To provide voting instructions to Eaton Vance Floating-Rate & High Income Fund, which invests pursuant to a fund-of-funds arrangement, with respect to the approval of a new investment sub-advisory agreement with EVAIL to serve as the investment sub-adviser to High Income Opportunities Portfolio
|
Proposal 4C:
|
To provide voting instructions to Eaton Vance Tax-Managed Equity Asset Allocation Fund, which invests pursuant to a fund-of-funds arrangement, with respect to the approval of a new investment sub-advisory agreement with Parametric to serve as the investment sub-adviser to Tax-Managed International Equity Portfolio
|
Proposal 4D:
|
To provide voting instructions to each applicable Investing Fund, each of which invests pursuant to a master-feeder arrangement, with respect to the approval of a new investment sub-advisory agreement with Parametric to serve as the investment sub-adviser to the Portfolio in which such Investing Fund invests
|
Investing Fund
|
Portfolio
|
Parametric Tax-Managed International Equity Fund
|
Tax-Managed International Equity Portfolio
|
Parametric TABS 5-to-15 Year Laddered Municipal Bond Fund
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5-to-15 Year Laddered Municipal Bond Portfolio
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Eaton Vance TABS 5-to-15 Year Laddered Municipal Bond NextShares
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5-to-15 Year Laddered Municipal Bond Portfolio
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Proposal 4E:
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To provide voting instructions to Eaton Vance Greater India Fund, which invests pursuant to a master-feeder arrangement, with respect to the approval of a new investment sub-advisory agreement with GSAM to serve as the investment sub-adviser to Greater India Portfolio
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Each Sub-Adviser currently
serves as an investment sub-adviser to the respective Sub-Advised Portfolios. The termination of each Sub-Advised Portfolio’s
investment advisory agreement with BMR would result in the automatic termination of the Sub-Advised Portfolios’ current sub-advisory
agreements. In order to ensure that each Sub-Advised Portfolio retains the benefit of the sub-advisory services provided by the
relevant Sub-Adviser, BMR intends to enter into new investment sub-advisory agreements with the Sub-Advisers, as applicable, that
will be substantively similar to the current investment sub-advisory agreements with respect to the Sub-Advised Portfolios. In
connection with the approval of new investment sub-advisory agreements, BMR proposed, and each Board approved, certain changes
to the provisions of the current agreements in order to standardize, clarify, and modernize the current agreements. The Boards
believe that this standardization will benefit shareholders by making the administration of the Funds’ investment sub-advisory
agreements more efficient. A general description of the differences between the existing and proposed sub-advisory agreements appears
below. The Board of each relevant Sub-Advised Portfolio has unanimously approved these new investment sub-advisory agreements.
Each of EVAIL and
Parametric is an indirect, wholly-owned subsidiary of EVC. The form of the proposed investment sub-advisory agreements between
BMR and each of EVAIL and Parametric is attached as Appendix S. The form of the proposed investment sub-advisory agreement
between BMR and GSAM is attached as Appendix T. You should refer to the applicable Appendix for the complete terms of a
Portfolio’s proposed investment sub-advisory agreement. The date of each Portfolio’s current investment sub-advisory
agreement, the date on which it was last approved by shareholders (if applicable), and the date on which its continuance was last
approved by the relevant Board is set forth in Appendix L.
Proposals 4A and 4B: To Approve
New Investment Sub-Advisory Agreements with EVAIL
Comparison of New Investment Sub-Advisory
Agreements with EVAIL
The terms of the proposed investment sub-advisory
agreements with EVAIL, for each of Global Income Builder Portfolio and High Income Opportunities Portfolio (each, an “EVAIL
Sub-Advised Portfolio”), and material differences between the proposed investment sub-advisory agreements with EVAIL and
the current agreements, are described generally below. Differences in language, stylistic changes, and changes to provisions that
would not result in a change to a reasonable substantive interpretation of an agreement are not included in the below description;
however, the complete text of the form of the proposed investment sub-advisory agreement with EVAIL is attached as Appendix
S.
Fees. EVAIL will not receive
increased investment sub-advisory fees as a result of the Transaction. There will be no change in the rate of the fees that BMR
will pay to EVAIL under the proposed investment sub-advisory agreements, as compared to the rate of fees that BMR currently pays
to EVAIL under the existing investment sub-advisory agreements.
The current and proposed fee schedules for
investment sub-advisory services for each EVAIL Sub-Advised Portfolio are described in Appendix F. The proposed investment
sub-advisory agreements make explicit that BMR is solely responsible for the payment of the compensation to EVAIL, that EVAIL agrees
to seek payment of its compensation solely from BMR, and that the EVAIL Sub-Advised Portfolios shall have no liability for EVAIL’s
compensation pursuant to the agreements.
Duties of the Sub-Adviser. The current
and proposed investment sub-advisory agreements contain substantially similar provisions relating to the retention of EVAIL as
investment sub-adviser to render portfolio management services to the EVAIL Sub-Advised Portfolios. In pursuit of the foregoing,
EVAIL shall provide the EVAIL Sub-Advised Portfolios with such investment management and supervision as BMR may, from time to time,
consider necessary for the proper supervision of the EVAIL Sub-Advised Portfolios’ investments. The proposed investment sub-advisory
agreements provide that the services to be provided by EVAIL pursuant to the agreement will apply to the portion of an EVAIL Sub-Advised
Portfolio’s assets that BMR or the Board of the EVAIL Sub-Advised Portfolio shall from time to time designate, which may
consist of all or a portion of the EVAIL Sub-Advised Portfolio’s assets. The proposed investment sub-advisory agreements
also clarify that, subject to approval of the EVAIL Sub-Advised Portfolio’s Board and notice to EVAIL, BMR retains complete
authority immediately to assume direct responsibility for any function delegated to EVAIL under the agreements.
Best
Execution. The current and proposed investment sub-advisory agreements provide that EVAIL shall use its best efforts to seek
to execute security transactions at prices that are advantageous to the applicable EVAIL Sub-Advised Portfolio.
The proposed investment sub-advisory agreements further describe considerations for EVAIL’s selection of brokers and dealers,
including soft dollar considerations, which are subject to policies and procedures adopted by the Board. This language, which is
not included in the current investment sub-advisory agreements, is intended to reflect statutory requirements relating to the payment
of brokerage commission rates for investment transactions and align the language across agreements. In addition to the policies
and procedures adopted by the Board, EVAIL has its own policies and procedures relating to best execution and client commission
arrangements. None of the policies and procedures or current execution practices are expected to change as a result of the
Transaction.
While the current investment sub-advisory agreements
provide that EVAIL shall place purchase and sale orders either directly with the issuer or with brokers or dealers, the proposed
investment sub-advisory agreements clarify that EVAIL may also place such orders with futures commission merchants or other market
participants selected by EVAIL. The revised language reflects the different types of investments in which the EVAIL Sub-Advised
Portfolios may transact.
Standard of Care. The proposed investment
sub-advisory agreements provide that EVAIL shall exercise reasonable care in the performance of its duties under the agreements
and will conduct its activities thereunder in compliance with the applicable requirements of the 1940 Act and all rules and regulations
thereunder, all other applicable federal and state laws, any applicable procedures adopted by the EVAIL Sub-Advised Portfolio’s
Board that have been provided to EVAIL, and the provisions of the EVAIL Sub-Advised Portfolio’s registration statement, each
as may be amended. A similar provision is not included in the current investment sub-advisory agreements.
Expenses. The current and proposed investment
sub-advisory agreements provide that the EVAIL Sub-Advised Portfolios will pay all expenses other than those expressly stated to
be payable by EVAIL or BMR, including certain expenses set forth in the agreement. The proposed investment sub-advisory agreements
provide updated examples of the various types of expenses that may be borne by the EVAIL Sub-Advised Portfolio. The
expense provisions in the proposed investment sub-advisory agreements are intended to clarify existing arrangements and, if approved,
would not result in a change in the expenses that the EVAIL Sub-Advised Portfolios currently bear.
Limitation
of Liability. Both the current and proposed investment sub-advisory agreements provide that, in the absence of willful
misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties, EVAIL shall not be subject to liability
to BMR, to the EVAIL Sub-Advised Portfolio,
or to any shareholder of the EVAIL Sub-Advised Portfolio for any act or omission
in connection with rendering services under the agreement. The current and proposed investment sub-advisory agreements for
Global Income Builder Portfolio further provide that the Trust shall not be subject to any liability for losses of EVAIL arising
out of its services under the agreement.
The
current and proposed investment sub-advisory agreements include an acknowledgement of the limited personal liability of the board
members, officers, and shareholders of BMR and interesholders of the EVAIL
Sub-Advised Portfolios as provided for in the Declarations of Trust for each of BMR
and the EVAIL Sub-Advised Portfolios.
Third
Party Beneficiaries. The current investment sub-advisory agreements provide that such agreements shall not confer upon any
person that is not a party to such agreement any right, benefit, or remedy thereunder. The proposed investment sub-advisory agreements
clarify that each EVAIL Sub-Advised Portfolio is a third party beneficiary to the
agreement and that, aside from the EVAIL Sub-Advised Portfolio, nothing in the
agreement, express or implied, is intended to or shall confer upon any person not a party thereto (including, but not limited to,
shareholders of an EVAIL Sub-Advised Portfolio) any right, benefit, or remedy under
or by reason of the agreement.
Other
Interests. The current and proposed investment sub-advisory agreements provide that the services of EVAIL to an EVAIL
Sub-Advised Portfolio are not exclusive and contemplate that EVAIL may provide investment
advice to other funds and accounts that may differ from or conflict with the advice provided to the EVAIL Sub-Advised Portfolio.
Books
and Records. The proposed investment sub-advisory agreement provides that EVAIL shall preserve the records required to be maintained
by Rule 31a-1 under the 1940 Act for the periods prescribed by Rule 31a-2 under the 1940 Act and that EVAIL agrees to surrender
promptly to an EVAIL Sub-Advised Portfolio any of such records upon the EVAIL
Sub-Advised Portfolio’s or BMR’s
request in compliance with the requirements of the 1940 Act. Although EVAIL is currently complying with this regulatory requirement,
the current investment sub-advisory agreements are silent on this point.
Governing Law and Legal Requirements. The current
and proposed investment sub-advisory agreements provide that such agreements shall be governed by and interpreted in accordance
with the laws of The Commonwealth of Massachusetts. The current and proposed investment sub-advisory agreements refer to certain
requirements under the 1940 Act and provide that these requirements will be deemed to reflect the effect of any modification or
interpretation by any applicable order, rule, regulation, or interpretive release of the SEC or guidance issued by the staff thereof.
Proposals 4C and 4D: To Approve
New Investment Sub-Advisory Agreements with Parametric
Comparison of New Investment Sub-Advisory
Agreements with Parametric
The terms of the proposed investment
sub-advisory agreements with Parametric, for each of Tax-Managed International Equity Portfolio and 5-to-15 Year Laddered Municipal
Bond Portfolio (each, a “Parametric Sub-Advised Portfolio”), and material differences between the proposed investment
sub-advisory agreements with Parametric and the current agreements, are described generally below. Differences in language, stylistic
changes, and changes to provisions that would not result in a change to a reasonable substantive interpretation of an agreement
are not included in the below description; however, the complete text of the form of the proposed investment sub-advisory agreement
with Parametric is attached as Appendix S.
Fees. Parametric will not receive
increased investment sub-advisory fees as a result of the Transaction. There is no change in the rate of the fees that BMR will
pay to Parametric under the proposed investment sub-advisory agreements, as compared to the rate of fees that BMR currently pays
to Parametric under the existing investment sub-advisory agreements.
The current and proposed fee schedules for
investment sub-advisory services for each Parametric Sub-Advised Portfolio are described in Appendix F. The proposed investment
sub-advisory agreements provide that BMR is solely responsible for the payment of the compensation to Parametric, that Parametric
agrees to seek payment of its compensation solely from BMR, and that the Parametric Sub-Advised Portfolios shall have no liability
for Parametric’s compensation thereunder.
Duties of the Sub-Adviser. The current
and proposed investment sub-advisory agreements contain substantially similar provisions relating to the retention of Parametric
as investment sub-adviser to manage the investment and reinvestment of the assets of the Parametric Sub-Advised Portfolios, subject
to the supervision of BMR and the Board of the applicable Parametric Sub-Advised Portfolio. In pursuit of the foregoing, Parametric
shall provide the Parametric Sub-Advised Portfolios with such investment management and supervision as BMR may, from time to time,
consider necessary for the proper supervision of the Parametric Sub-Advised Portfolios’ investments. The proposed investment
sub-advisory agreements provide that the services to be provided by Parametric pursuant to an agreement will apply to the portion
of a Parametric Sub-Advised Portfolio’s assets that BMR or the Board of the Parametric Sub-Advised Portfolio shall from time
to time designate, which may consist of all or a portion of the Parametric Sub-Advised Portfolio’s assets. The proposed investment
sub-advisory agreements also clarify that, subject to approval of the Parametric Sub-Advised Portfolio’s Board and notice
to Parametric, BMR retains complete authority immediately to assume direct responsibility for any function delegated to Parametric
under the agreements.
Best
Execution. The current and proposed investment sub-advisory agreements provide that Parametric shall use its best efforts to
seek to execute security transactions at prices that are advantageous to the applicable Parametric Sub-Advised Portfolio. The proposed
investment sub-advisory agreements further describe considerations for Parametric’s selection of brokers and dealers, including
soft dollar considerations, which are subject to policies and procedures adopted by the Board. This concept is addressed
in the current investment sub-advisory agreements either through reference to the policies and/or procedures adopted by the Board
or through a description of best execution and soft dollar considerations. This provision was updated in the proposed investment
sub-advisory agreements to more closely reflect statutory requirements relating to the payment of brokerage commission rates for
investment transactions and align the language across agreements. In addition to the policies
and procedures adopted by the applicable Board, Parametric has its own policies and procedures relating to best execution and client
commission arrangements. None of the policies and procedures or current execution practices are expected to change as a result
of the Transaction.
While
the current investment sub-advisory agreements provide that Parametric shall place purchase and sale orders with brokers or dealers,
the proposed investment sub-advisory agreements clarify that Parametric may also place such orders with futures commission merchants
or other market participants selected by Parametric. The revised language reflects the different types of investments in
which the Parametric Sub-Advised Portfolios may transact.
Standard of Care. The proposed investment
sub-advisory agreements provide that Parametric shall exercise reasonable care in the performance of its duties under the agreements,
and will conduct its activities thereunder in compliance with the applicable requirements of the 1940 Act and all rules and regulations
thereunder, all other applicable federal and state laws, any applicable procedures adopted by the Parametric Sub-Advised Portfolio’s
Board that have been provided to Parametric, and the provisions of the Parametric Sub-Advised Portfolio’s registration statement,
each as may be amended. A similar provision is not included in the current investment sub-advisory agreements.
Expenses. The current and proposed investment
sub-advisory agreements provide that the Parametric Sub-Advised Portfolio will pay all expenses other than those expressly stated
to be payable by Parametric or BMR, including certain expenses set forth in the agreement. The proposed investment sub-advisory
agreements provide updated examples of the various types of expenses that may be borne by the Parametric Sub-Advised Portfolio.
The expense provisions in the proposed investment sub-advisory agreements are intended
to clarify existing arrangements and, if approved, would not result in a change in the expenses that the Parametric Sub-Advised
Portfolios currently bear.
Limitation
of Liability. Both the current and proposed investment sub-advisory agreements provide that, in the absence of willful
misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties, Parametric shall not be subject to liability
to BMR, to the Parametric Sub-Advised Portfolio,
or to any shareholder of the Parametric Sub-Advised Portfolio for any act or omission
in connection with rendering services under the agreement. The current and proposed investment sub-advisory agreements for
Tax-Managed International Equity Portfolio further provide that the Trust shall
not be subject to any liability for losses of Parametric arising out of its services under the agreement.
The
current and proposed investment sub-advisory agreements include an acknowledgement of the limited personal liability of the board
members, officers, and shareholders of BMR and interestholders of the Parametric
Sub-Advised Portfolios as provided for in the Declarations of Trust for each of BMR
and the Parametric Sub-Advised Portfolios.
Third
Party Beneficiaries. The proposed investment sub-advisory agreements clarify that each Parametric Sub-Advised Portfolio
is a third party beneficiary to the agreement and that, aside from the Parametric Sub-Advised Portfolios,
nothing in the agreement, express or implied, is intended to or shall confer upon any person not a party thereto (including, but
not limited to, shareholders of a Parametric Sub-Advised Portfolio) any right,
benefit or remedy under or by reason of the agreement.
Other
Interests. The current and proposed investment sub-advisory agreements provide that the services of Parametric to a Parametric
Sub-Advised Portfolio are not exclusive and that Parametric is free to render services
to others and engage in other business activities. The proposed investment sub-advisory agreements specifically contemplate that
Parametric may provide investment advice to other funds and accounts that may differ from or conflict with the advice provided
to the Parametric Sub-Advised Portfolio.
Books
and Records. The proposed investment sub-advisory agreement provides that Parametric shall preserve the records required to
be maintained by Rule 31a-1 under the 1940 Act for the periods prescribed by Rule 31a-2 under the 1940 Act and that Parametric
agrees to surrender promptly to a Parametric Sub-Advised Portfolio any of such
records upon the Parametric Sub-Advised Portfolio’s or BMR’s
request in compliance with the requirements of the 1940 Act. Although Parametric is currently complying with this regulatory requirement,
the current investment sub-advisory agreements are silent on this point.
Governing Law and Legal Requirements. The current and
proposed investment sub-advisory agreements provide that such agreements shall be governed by and interpreted in accordance with
the laws of The Commonwealth of Massachusetts. The current and proposed investment sub-advisory agreements refer to certain requirements
under the 1940 Act and provide that these requirements will be deemed to reflect the effect of any modification or interpretation
by any applicable order, rule, regulation, or interpretive release of the SEC or guidance issued by the staff thereof.
Proposal 4E: To Approve New Investment Sub-Advisory Agreement
with GSAM
Comparison of New Investment Sub-Advisory
Agreement with GSAM
The terms of the proposed investment sub-advisory
agreement with GSAM, for the sub-advisory services provided to Greater India Portfolio, and material differences between the proposed
investment sub-advisory agreement with GSAM and the current agreement, are described generally below. Except as noted below, the
terms of the current and proposed investment sub-advisory agreements with GSAM are substantially identical. A complete text of
the form of the proposed investment sub-advisory agreement with GSAM is attached as Appendix T.
Fees. GSAM will not receive increased
investment sub-advisory fees as a result of the Transaction. There is no change in the rate of the fees that BMR will pay to GSAM
under the proposed investment sub-advisory agreement, as compared to the rate of fees that BMR currently pays to GSAM under the
existing investment sub-advisory agreement.
The current and proposed fee schedules for
investment sub-advisory services for Greater India Portfolio are described in Appendix F. The agreements provide that BMR
is solely responsible for the payment of the compensation to GSAM, that GSAM agrees to seek payment of its compensation solely
from BMR, and that Greater India Portfolio shall have no liability for GSAM’s compensation thereunder.
Duties of the Sub-Adviser. The current
and proposed investment sub-advisory agreements contain identical provisions relating to the retention of GSAM as investment sub-adviser
to manage the investment and reinvestment of the assets of Greater India Portfolio, subject to the supervision of BMR and the Board
of Greater India Portfolio. Subject to the supervision of the Board and BMR, GSAM will continue to provide a continuous investment
program for Greater India Portfolio and determine, in its discretion, the composition of the assets of Greater India Portfolio,
including the determination of the purchase, retention, or sale of the securities, cash, and other investments for Greater India
Portfolio.
Standard of Care. The current and proposed
investment sub-advisory agreements provide that GSAM shall exercise reasonable care in the performance of its duties under the
agreements, and will conduct its activities thereunder in compliance with the applicable requirements of the 1940 Act and all rules
and regulations thereunder, all other applicable federal and state laws and regulations, any applicable procedures adopted by Greater
India Portfolio’s Board that have been provided to GSAM, the provisions of Greater India Portfolio’s registration statement,
and GSAM’s operating policies and procedures provided to BMR, each as may be amended.
Limitation of Liability. Both the current and proposed
investment sub-advisory agreements provide that GSAM will not be subject to liability for any act or omission in connection with
providing services under the agreement, except by reason of willful misfeasance, bad faith, or gross negligence in the performance
of GSAM’s duties, or any material breach by GSAM of its obligations or duties under the agreement.
Books
and Records. The current and proposed investment sub-advisory agreements provide that GSAM shall preserve the records required
to be maintained by Rule 31a-1 under the 1940 Act for the periods prescribed by Rule 31a-2 under the 1940 Act and that GSAM agrees
to surrender promptly to Greater India Portfolio any of such records upon Greater
India Portfolio’s or BMR’s
request in compliance with the requirements of the 1940 Act.
Governing Law. The current and proposed investment sub-advisory
agreements provide that such agreements shall be governed by and interpreted in accordance with the laws of The Commonwealth of
Massachusetts.
Interpretation of Certain Terms.
The proposed investment sub-advisory agreement provides that where the effect of a requirement of the 1940 Act reflected in any
provision of the proposed investment sub-advisory agreement is amended, or is modified or interpreted by any applicable order or
order of the SEC, any rules or regulations adopted by, or interpretive releases of the SEC, or any applicable guidance issued by
the staff of the SEC, such provision will be deemed to incorporate the effect of such amendment, order, rule, regulation, interpretive
release, or guidance.
Proposal 4:
Description of the Transaction
The
Merger Agreement was unanimously approved by the Board of Directors of each of Morgan Stanley and EVC. The Closing is subject
to the completion or waiver of customary closing conditions and is expected to close in the second quarter of 2021. Upon the Closing,
Eaton Vance, BMR, EVAIL, Parametric, and Atlanta Capital will become indirect wholly-owned subsidiaries of Morgan Stanley. Hexavest,
which is 49% owned by an affiliate of EVC, will become 49% owned directly or indirectly by Morgan Stanley upon the Closing.
Board Considerations
At a meeting held on November 24, 2020,
the Board of each Sub-Advised Portfolio, including a majority of the Independent Board Members, voted to approve a new investment
sub-advisory agreement between BMR and the applicable Sub-Adviser. In voting its approval of the new investment sub-advisory agreement,
the Board of each Sub-Advised Portfolio relied upon the recommendation of its Contract Review Committee, which is a committee comprised
exclusively of Independent Board Members. Prior to and during meetings leading up to the meeting held on November 24, 2020, each
Board’s Contract Review Committee reviewed and discussed information furnished by the Advisers, the Sub-Advisers and Morgan
Stanley, as requested by the Independent Board Members, that the Contract Review Committee considered reasonably necessary to evaluate
the terms of the new investment sub-advisory agreement and to form its recommendation. Such information included, among other things,
the terms and anticipated impacts of the Transaction on the Sub-Advised Portfolios and their interestholders. In addition to considering
information furnished specifically to evaluate the impact of the Transaction on the Sub-Advised Portfolios and their respective
interestholders, each Board and its Contract Review Committee also considered information furnished for prior meetings of the Boards
and their committees, including information provided in connection with the annual contract review process for the Sub-Advised
Portfolio, which most recently culminated in April 2020. The Board of each Sub-Advised Portfolio, including the Independent Board
Members, concluded that the new investment sub-advisory agreement, including the fees payable thereunder, was fair and reasonable,
and it voted to approve the new investment sub-advisory agreement and to recommend that the applicable Sub-Advised
Series shareholders do so as well. Each Board’s considerations are described in more detail in Appendix M.
Required Vote and Related Matters
Required Vote. Approval of a
Portfolio’s proposed investment sub-advisory agreement requires the affirmative vote of a 1940 Act Majority of the voting
securities of the Portfolio, provided the applicable quorum, as described below under “Further Information About Voting and
the Joint Special Meeting – Quorum and Methods of Tabulation,” has been satisfied.
Portfolio Voting. With respect
to Proposal 4, you are being asked to submit voting instructions to your Investing Fund regarding how such Investing Fund, as a
beneficial owner of an interest in a Portfolio, will vote its interest. Outstanding interests in each Portfolio also may be held
by other funds. These funds include certain Series and other investment companies that are not required to be registered under
the 1940 Act. In addition, Eaton Vance or BMR maintains a de minimis investment in each Portfolio. The Investing Funds invest in
a Portfolio in either a master-feeder arrangement (in which the Investing Fund invests its assets exclusively in its underlying
Portfolio) or a fund of funds arrangement (in which the Investing Fund invests in one or more underlying funds, including one or
more Portfolios, and may hold investments directly) in reliance on either Section 12(d)(1)(E) (with respect to Investing Funds
in master-feeder arrangements) or Section 12(d)(1)(G) (with respect to Investing Funds in fund-of-funds arrangements) of the 1940
Act.
The Board of each Investing Fund that
invests in a Portfolio has authorized each Investing Fund to seek instructions from Investing Fund shareholders, and to vote each
Investing Fund’s interest in a Portfolio in accordance with the voting instructions received from Investing Fund shareholders.
The Board has further authorized each Investing Fund to vote its interest in the Portfolio with respect to which it has not received
voting instructions in the same proportion (for, against, or abstain) as the interests for which it has received timely instructions
from other Investing Fund shareholders (this is known as “echo voting”). The Investing Funds do not require that a
specified number of shareholders submit voting instructions before an Investing Fund will vote its interest in the applicable Portfolio
at the meeting of interestholders of the Portfolios (which is expected to be held, separate from the Meeting, on February 18, 2021).
Because each Investing Fund will vote its interest in the applicable Portfolio using echo
voting, a small number of shareholders could determine how an Investing Fund votes its interest in the Portfolio. If a Portfolio
has interestholders in addition to an Investing Fund, it is possible that a proposal may be approved by the Portfolio even if it
is not approved by such Investing Fund’s shareholders.
Conditions. The approval of a
new investment sub-advisory agreement is subject to the Closing and, with respect to a particular Portfolio, interestholders’
approval of a new investment advisory agreement between each Portfolio and BMR (for which Proposal 3 seeks your instructions).
If the interestholders of a given Portfolio do not approve a new investment advisory agreement between such Portfolio and BMR,
or if the Closing does not occur, the approval of a new investment sub-advisory agreement will be deemed null with respect to that
Portfolio. The Board of such Portfolio will consider whether other actions, if any, are warranted.
Please
note that even if interestholders of the Portfolio(s) in which your Investing Fund invests approve a new investment sub-advisory
agreement, it is possible that such Portfolio’s new investment sub-advisory agreement will not take effect. This is because
the Closing is subject to the completion or waiver of certain conditions. One of these conditions is that advisory clients of EVC’s
investment adviser subsidiaries, which would include the Funds and other advisory clients, representing a specified percentage
of EVC revenue as of September 30, 2020, consent to the continuation of their advisory relationships after the Closing, as more
fully described in the Merger Agreement that EVC filed with the SEC on October 8, 2020 on Form 8-K, Exhibit 2.1.
On
the other hand, the Closing may take place even if interestholders of a Portfolio(s) do not approve the proposed investment sub-advisory
agreement. If this should happen, the Board(s) of such Portfolio(s) would consider what additional actions to take, which could
include continuing to solicit approval of a new investment sub-advisory agreement. In addition, BMR could (and expects to) propose
that the Board of each Portfolio approve an interim investment sub-advisory agreement to permit continuity of management while
solicitation continues. The terms of an interim investment sub-advisory agreement would be identical to those of the current investment
sub-advisory agreement except for term and escrow provisions required by applicable law.
BOARD RECOMMENDATION
The Board of each Investing Fund listed
above, including a majority of the Independent Board Members, believes that the approval of the new investment sub-advisory agreement
is in the best interests of such Portfolio and Investing Fund. Accordingly, each Investing Fund’s Board unanimously recommends
that shareholders submit voting instructions to their Investing Fund to vote FOR, the approval of the new investment sub-advisory
agreement as described in Proposal 4.
Further Information About Voting and the
Joint Special Meeting
Required Vote. Approval of Proposal
1 and Proposal 2 each require the affirmative vote of a 1940 Act Majority. Proposal 3 and Proposal 4 request instructions with
respect to how an Investing Fund should vote its interest with respect to the approval of a new investment advisory agreement,
and, if applicable, investment sub-advisory agreement, each of which requires the affirmative vote of a 1940 Act Majority.
Quorum and Methods of Tabulation.
A quorum with respect to the Meeting of a Fund requires the presence, in person or by proxy, of one-third (1/3) of the total number
of the outstanding shares of the Fund entitled to vote. All shares that are voted and votes to abstain will be counted towards
establishing a quorum, as will broker non-votes, if any. (Broker non-votes are shares for which a broker returns a proxy but for
which (i) the beneficial owner has not voted and (ii) the broker holding the shares does not have discretionary authority to vote
on the particular matter.) Accordingly, abstentions and broker non-votes (if any), which will be treated as shares that are present
at the Meeting but which have not been voted, will assist a Fund in obtaining a quorum.
With
respect to Series shares held in Eaton Vance individual retirement accounts, undirected shares will be voted by Eaton Vance or
an affiliate in the same proportion as shares of that Fund for which instructions were received.
With respect to each Proposal, abstentions
and broker non-votes, if any, have the effect of a negative vote on the Proposal. Please
note that broker non-votes are not expected with respect to any Proposal because brokers are required to receive instructions from
the beneficial owners or persons entitled to vote in order to submit proxies.
Adjournment. In the event that
a quorum is not present at the Meeting, or if a quorum is present at the Meeting but sufficient votes by the shareholders of a
Fund in favor of a Proposal have not been received, the persons named as proxies may propose one or more adjournments of the Meeting
to permit further solicitation of proxies. Any such adjournment will require the affirmative vote of the holders of a majority
of the shares of that Fund that are entitled to vote and present in person or by proxy at the session of the Meeting to be adjourned.
The persons named as proxies 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
EVC.
Other business. The Board knows
of no matters other than those described in this Proxy Statement to be brought before the Meeting. If, however, any other matters
properly come before the Meeting, proxies will be voted on such matters in accordance with the judgment of the persons named in
the enclosed form of proxy.
Revocation of proxies. An executed
proxy delivered to a Fund is revocable by the person giving it, prior to its exercise, by a signed writing filed with the Fund’s
Secretary, by executing and delivering a later dated proxy, or by voting at the Meeting. If you hold Fund shares entitled to vote
through an intermediary (such as a broker, bank, adviser or custodian), please consult with the intermediary regarding your ability
to revoke voting instructions after they have been provided.
Information for
Insurance Underlying Funds
Voting Process.
With respect to the Insurance Underlying Funds only, as of the Record Date, certain Participating Insurance Companies were shareholders
of record of such Insurance Underlying Funds. Each Participating Insurance Company will vote shares of the applicable Insurance
Underlying Fund held by it in accordance with voting instructions received from the Contract Owners for whose accounts the shares
are held. Accordingly, with respect to an Insurance Underlying Fund, this Proxy Statement is also intended to be used by each Participating
Insurance Company in obtaining these voting instructions from Contract Owners. In the event that a Contract Owner gives no instructions,
the relevant Participating Insurance Company will vote the shares of an Insurance Underlying Fund attributable to the Contract
Owner in the same proportion as shares of that Fund for which it has received instructions. One effect of this system of proportional
voting is that, if only a small number of Contract Owners provide voting instructions, this small number of Contract Owners may
determine the outcome of a vote for an Insurance Underlying Fund.
Contract Owner Instructions.
Each Contract Owner is entitled to instruct his or her Participating Insurance Company as to how to vote its shares and can do
so by marking voting instructions on the voting instruction form enclosed with this Proxy Statement and then signing, dating, and
mailing the form in the envelope provided. If a voting instruction form is not marked to indicate voting instructions, but is signed,
dated, and returned, it will be treated as an instruction to vote the shares in favor of the proposal. Each Participating Insurance
Company will vote the shares for which it receives timely voting instructions from Contract Owners in accordance with those instructions
and will vote those shares for which it receives no timely voting instructions for and against approval of a proposal, and as an
abstention, in the same proportion as the shares for which it receives voting instructions.
Shares attributable to accounts retained by each Participating Insurance Company will be voted in the same proportion as votes
cast by Contract Owners. Accordingly, there are not expected to be any “broker non-votes.”
Contract Owners have
the opportunity to submit their voting instructions via the internet by using a program provided by a third party vendor hired
by EVC or by automated telephone service. To use the internet, please access the internet address listed on your voting instruction
form and follow the instructions on the internet site. To record your voting instructions via automated telephone service, use
the toll-free number listed on your proxy card. The internet and telephone voting procedures are designed to authenticate Contract
Owners’ identities, to allow Contract Owners to give their voting instructions and to confirm that their instructions have
been recorded properly. Contract Owners voting via the internet should understand that there may be costs associated with electronic
access, such as usage charges from internet access providers and telephone companies, that must be borne by the Contract Owners.
Revocation of instructions. The
giving of such voting instructions will not affect your right to vote in person should you decide to attend the Meeting. Any Contract
Owner giving instructions to a Participating Insurance Company has the power to revoke such instructions by mail by providing superseding
instructions. All properly executed voting instruction forms received in time for the Meeting will be voted as specified in the
instructions.
Additional Meeting Information
Identification. If you are a
record holder of Fund shares entitled to vote and plan to attend the Meeting in person, you must show a valid photo identification
(such as a driver’s license) to gain admission to the Meeting. Please call 866-864-3926 for information on how to obtain
directions to be able to attend the Meeting and vote in person. If you hold Fund shares entitled to vote through an intermediary
and plan to attend the Meeting in person, you will be required to show a valid photo identification and authority to vote your
shares (referred to as a “legal proxy”) to gain admission to the Meeting. You must contact your intermediary to obtain
a legal proxy for your shares.
Date for receipt of shareholders’
proposals for subsequent meetings of shareholders. Your Fund does not regularly hold annual shareholder meetings, but may from
time to time schedule special meetings. In accordance with the regulations of the SEC, in order to be eligible for inclusion in
a Fund’s proxy statement for such a meeting, a shareholder proposal must be received a reasonable time before the fund prints
and mails its proxy statement. A shareholder proposal intended to be presented at a future special meeting of shareholders of a
Fund must be received at the principal offices of the Fund, c/o the Secretary of the Fund, Two International Place, Boston MA 02110,
at a reasonable time before the Fund begins to print and mail its proxy materials. Timely submission of a proposal does not, however,
necessarily guarantee that such proposal will be included in a proxy statement.
Proxy Solicitation and Tabulation.
The expense of preparing, printing, and mailing this Proxy Statement and enclosures and the costs of soliciting proxies on
behalf of the Board will be borne by EVC and not by the Funds. Proxies will be solicited by mail and may be solicited in person
or by telephone or facsimile by officers of a Fund, by personnel of its administrator, the Adviser, by the transfer agent, BNY
Mellon Investment Servicing (US) Inc. (“BNY”), by broker-dealer firms, or by a professional solicitation organization.
EVC has retained Computershare Fund Services (“Computershare”), to assist in the solicitation of proxies. A written
proxy may be delivered to a Fund or its transfer agent prior to the Meeting by facsimile machine, graphic communication equipment
or similar electronic transmission. EVC will reimburse banks, broker-dealer firms, and other persons holding shares registered
in their names or in the names of their nominees, for their expenses incurred in sending proxy material to and obtaining proxies
from the beneficial owners of such shares. Total estimated proxy solicitation costs are approximately $25,000,000. Estimated costs
assume a moderate level of solicitation activity. If a greater solicitation effort is required, the solicitation costs would be
higher.
Shareholders may also choose to give
their proxy votes by telephone using an automated telephonic voting system or through the internet rather than return their proxy
cards. Please see the proxy card for details. A Fund may arrange for Eaton Vance, its affiliates or agents to contact shareholders
who have not returned their proxy cards and offer to have votes recorded by telephone. If a Fund records votes over the internet
or by telephone, it will use procedures designed to authenticate shareholders’ identities, to allow shareholders to authorize
the voting of their shares in accordance with their instructions, and to confirm that their instructions have been properly recorded.
Convening the meeting. As part
of our effort to maintain a safe and healthy environment at the Meeting, the Funds and the Boards are closely monitoring statements
issued by the Centers for Disease Control and Prevention (cdc.gov) and local authorities regarding the novel coronavirus
disease, COVID-19. For that reason, the Board of each Fund reserves the right to reconsider the date, time, and/or means of convening
the Meeting for that Fund. Subject to any restrictions imposed by applicable law, the Board(s) may choose to conduct the
Meeting of one or more Funds solely by means of remote communications, or may hold a “hybrid” meeting where some participants
attend in person and others attend by means of remote communications. If the Board chooses to change the date, time, and/or
means of convening the Meeting for a Fund, the Fund will publicly announce the decision to do so in advance, and details on how
to participate will be issued by press release and filed with the SEC as additional proxy material. Attendees are also encouraged
to review guidance from public health authorities on this issue.
Duplicate mailings. As permitted
by SEC rules, the Advisers’ policy is to send a single copy of the Proxy Statement to shareholders who share the same last
name and address, unless a shareholder previously has requested otherwise. Separate proxy cards will be included with the Proxy
Statement for each account registered at that address. If you would prefer to receive your own copy of the Proxy Statement, please
call our proxy information line at 866-864-3926.
Financial information. Each Fund
has previously sent its Annual Report and Semiannual Report to its shareholders. Each Fund will furnish without charge a copy of
the Fund’s most recent Annual Report and the most recent Semiannual Report to any shareholder upon request. Shareholders
desiring to obtain a copy of such reports should: (i) access them on Eaton Vance’s website at www.eatonvance.com; (ii) write
to the Fund c/o Eaton Vance Management, Two International Place, Boston, MA 02110, Attn: Proxy Coordinator, Mutual Fund Services;
or (iii) call 1-800-262-1122 Monday through Friday between 8:30 a.m. – 5:30 p.m. (Eastern Time).
Eaton Vance Management.
Eaton Vance is the investment adviser of certain Funds and also serves as each Fund’s administrator. Eaton Vance
is a business trust organized under the laws of the Commonwealth of Massachusetts. Eaton Vance, Inc. (“EV”) serves
as sole trustee of Eaton Vance. EV and Eaton Vance are wholly-owned subsidiaries of Eaton Vance Corp. (“EVC”),
a publicly held Maryland corporation. Through its subsidiaries and affiliates, EVC engages primarily in investment management,
administration and marketing activities. The Directors of EVC are: Thomas E. Faust Jr., Ann E. Berman, Leo I. Higdon, Jr.,
Paula A. Johnson, Brian D. Langstraat, Dorothy E. Puhy, Winthrop H. Smith, Jr. and Richard A. Spillane, Jr. All of the outstanding
shares of EVC’s voting common stock are beneficially owned by certain officers of EVC or its subsidiaries and are deposited
in a voting trust, the voting trustees of which are: Paul W. Bouchey, Mr. Faust, Craig R. Brandon, Daniel C. Cataldo, Michael A.
Cirami, Cynthia J. Clemson, James H. Evans, Maureen A. Gemma, Laurie G. Hylton, Mr. Langstraat, Thomas Lee, Frederick S. Marius,
David C. McCabe, Edward J. Perkin, Lewis R. Piantedosi, Charles B. Reed, Craig P. Russ, Thomas Chan Lin Seto, John L. Shea, Eric
A. Stein, John H. Streur, Andrew N. Sveen, Payson F. Swaffield, R. Kelly Williams and Matthew J. Witkos. The voting trustees have
unrestricted voting rights for the election of directors of EVC.
The
names and principal occupations of the principal executive officers of Eaton Vance are listed below. The address for each director
of Eaton Vance and each officer listed below is Two International Place, Boston, MA 02110.
Thomas E. Faust Jr., President
& Chief Executive Officer
Frederick S. Marius, Vice
President & Chief Legal Officer
Laurie G. Hylton, Vice
President & Chief Financial Officer
Richard F. Froio, Vice
President & Chief Compliance Officer
Daniel C. Cataldo, Vice
President & Chief Administrative Officer
Boston Management and Research. BMR
is the investment adviser of certain Funds. BMR is 99.9% owned by Eaton Vance, a Massachusetts business trust and 0.10% owned
by Eaton Vance WaterOak Advisors (“WaterOak”), a Massachusetts business trust. EV serves as sole trustee of Eaton Vance.
Each of Eaton Vance and WaterOak are wholly-owned by EVC. BMR is an indirect, wholly-owned subsidiary of EVC. The names and principal
occupations of the principal executive officers of BMR are listed below. The address for each officer listed below is Two
International Place, Boston, MA 02110:
Thomas E. Faust Jr., President &
Chief Executive Officer
Frederick S. Marius, Vice President,
Secretary & Chief Legal Officer
Laurie G. Hylton, Vice President
& Chief Financial Officer
Richard F. Froio, Vice President
& Chief Compliance Officer
Daniel C. Cataldo, Vice President
&Chief Administrative Officer
Eaton Vance Distributors, Inc.
Eaton Vance Distributors, Inc. (“EVD”) is the principal underwriter of each Series.
The principal underwriter acts as principal in selling shares under a distribution agreement with the applicable Trust. The
principal address for EVD is Two International Place, Boston, MA 02110.
Eaton Vance Advisers International
Ltd. EVAIL is a wholly-owned subsidiary of Eaton Vance. Eaton Vance is a wholly-owned subsidiary
of EVC. The names and principal occupations of the directors and principal executive officers of EVAIL are listed below. The address
for each director and each officer listed below is 125 Old Broad Street, London, United Kingdom, EC2N 1AR:
Thomas
E. Faust Jr., Director
Tjalling
J. Halbertsma, Director
Frederick
S. Marius, Director
Meghann
L. Clark, U.S. Chief Compliance Officer
Parametric Portfolio Associates
LLC. Parametric is a wholly-owned subsidiary of EVC. The members of Parametric are Eaton Vance
Acquisitions LLC (“EVA”), EVA Holdings, LLC (“EVA Holdings”), and Eaton Vance. EVC wholly owns EVA, EVA
Holdings, and Eaton Vance. The names and principal occupations of the principal executive officers of Parametric are listed below.
The address for each officer listed below is 800 Fifth Ave, Suite 2800, Seattle, WA 98104:
Brian D. Langstraat, Chief
Executive Officer
Thomas
E. Faust Jr., President
Laurie
G. Hylton, Treasurer
Frederick
S. Marius, Chief Legal Officer and Secretary
Thomas
Lee, Chief Investment Officer
Ranjit
Kapila, Chief Technology Officer and Head of Operations
Randall
S. Hegarty, Chief Compliance Officer
Goldman Sachs Asset Management, L.P.
GSAM is an indirect, wholly-owned subsidiary of The Goldman Sachs Group, Inc., a public company that is a bank holding company,
financial holding company and a world-wide, full-service financial services organization. GSAM Holdings LLC is the general partner
and principal owner of GSAM. The names and principal occupations of the directors and principal executive officers of GSAM are
listed below. The address for each director and each officer listed below is 200 West Street, New York, NY 10282:
Ellen Randy Porges, General Counsel, Chief Legal Officer
Timothy Joseph O’Neill, Co-Chief Executive Officer
Eric Scott Lane, Co-Chief Executive Officer
Judith Leah Shandling, Chief Compliance Officer
Jacqueline Dupree Arthur, Chief
Operating Officer
BMO Global Asset Management (Asia) Limited.
BMO GAM (Asia) is a limited liability company incorporated in Hong Kong S.A.R. that provides portfolio management services
specializing in Greater China equities strategies (trade name “LGM Investments”6), and index tracking strategies
(trade name “BMO GAM (Asia) ETF”). BMO GAM (Asia) is wholly owned by the Bank of Montreal. The names and principal
occupations of the directors and principal executive officers of BMO GAM (Asia) are listed below. The address for each director
and each officer listed below is 3808 One Exchange Square Central Hong Kong:
Edgar N. Legzdins, Director
Albert C. Yu, Director
Ernest S. Chiu, Chief Financial Officer
Chung M. Wai, Chief Compliance Officer
Ying Lui, Director
___________________
6 LGM Investments is the trade name
of BMO Global Asset Management (Asia) Limited.
Atlanta Capital Management Company, LLC.
Atlanta Capital is a majority owned subsidiary of Eaton Vance Acquisitions LLC, a wholly-owned subsidiary of EVC. Atlanta Capital
employees maintain a minority interest in the ownership of the firm through an EVC-controlled limited partnership entity, Atlanta
Capital, L.P. The names and principal occupations of the managers and principal executive officers of Atlanta Capital are listed
below. The address for each manager and each officer listed below is 1075 Peachtree Street NE, Atlanta, GA 30309:
R. Kelly Williams, President, Chief Operating Officer
& Manager
Charles B. Reed, Managing Director/Manager
Thomas E. Faust Jr., EVA Manager
Frederick S. Marius, EVA Manager
Laurie G. Hylton, EVA Manager
Laura T. Donovan, Chief Compliance
Officer
Hexavest Inc. Hexavest is organized
as a corporation in Montreal, Quebec, Canada. The principal owner of Hexavest is Vital Proulx, who is also the Chairman of the
Hexavest Board of Directors. Eaton Vance Management Canada Ltd., an affiliate of EVC, holds 49% of the voting stock of Hexavest.
The other 51% of Hexavest’s voting stock is held by various Hexavest employees indirectly through a third party entity. The
names and principal occupations of the directors and principal executive officers of Hexavest are listed below. The address for
each director and each officer listed below is 1250 Rene-Levesque West Suite 4200, Montreal, Province Quebec, Canada, H3B 4W8:
Vital Proulx, Chairman of the Board & Chief Investment
Officer
Denis Rivest, Director, Secretary & Chief Strategy
Officer
Robert Brunelle, Director
Thomas E. Faust Jr., Director
Marc Christopher Lavoie, President & Treasurer
Michel Lajoie, Chief Compliance Officer & Chief Legal
Officer
Charles Gagne, Chief Operations Officer
Jean Francois Berube, Executive
Vice President
The Advisers and Sub-Advisers provide investment
advisory services to other funds that may have investment objectives and policies similar to those of certain Funds. The table
in Appendix V identifies these other funds and states their net assets and the management fees that they paid to the Advisers
and Sub-Advisers during the fiscal years noted.
Payments to the Advisers, the Sub-Advisers,
or Affiliates. Appendix W shows amounts paid to the Advisers, the Sub-Advisers, or any of their current or known prospective
affiliates during each Fund’s most recent fiscal year for the services noted. The Funds made no other material payments to
the Advisers, the Sub-Advisers, or any of their current or known prospective affiliates during the periods shown.
Limitation of Board Member Liability.
Each Series’s organizational documents provide that the Series will indemnify its Board members and officers against liabilities
and expenses incurred in connection with litigation in which they may be involved because of their offices with the Series. Each
Series, at its expense, provides liability insurance for the benefit of its Board members and officers.
Board Members, Officers, and Other Information.
All of the Funds’ officers, as well as Thomas E. Faust Jr., a Board member who is an “interested person” (as
defined in the 1940 Act) of the Funds, are employees of Eaton Vance or its affiliates. Because of their positions with Eaton Vance
or its affiliates, the officers and interested Board members will benefit from any management fees, distribution fees, custodian
fees, and investor servicing fees paid or allowed by the Funds. No Independent Board
Member owns any securities or has any other material direct or indirect interest in an Adviser,
the Sub-Advisers, or any other person controlling, controlled by or under common control with an Adviser or the Sub-Advisers, either
currently or upon the Closing.
Appendix X lists the current Board members
and officers of each Fund.
5% Ownership and Security Ownership of Management. As of
November 30, 2020, to the knowledge of the Funds, no person other than those listed in Appendix Y owned beneficially or
of record 5% or more of the outstanding shares of any Fund. Information regarding the ownership of Fund shares by Board members
and officers of the Funds is set forth in Appendix Y.
Affiliated Broker Commissions. As a
result of the Closing, broker-dealers affiliated with Morgan Stanley, including Morgan Stanley & Co. LLC and Morgan Stanley
Smith Barney LLC, each will be considered an affiliated broker of each Fund. The aggregate amount of commissions paid to such affiliated
brokers during each Fund’s most recently completed fiscal year, and
the percentage of the Fund’s aggregate
brokerage commissions paid to such affiliated brokers during such fiscal years, are listed in Appendix Z.
***************
Appendix A
FUNDS INCLUDED IN THE JOINT PROXY STATEMENT
Eaton Vance Growth Trust
|
Eaton Vance Atlanta Capital Focused Growth Fund
|
Eaton Vance Atlanta Capital Select Equity Fund
|
Eaton Vance Atlanta Capital SMID-Cap Fund
|
Eaton Vance Focused Global Opportunities Fund
|
Eaton Vance Focused Growth Opportunities Fund
|
Eaton Vance Focused Value Opportunities Fund
|
Eaton Vance Greater China Growth Fund
|
Eaton Vance Hexavest Global Equity Fund
|
Eaton Vance Hexavest International Equity Fund
|
Eaton Vance International Small-Cap Fund
|
Eaton Vance Richard Bernstein All Asset Strategy Fund
|
Eaton Vance Richard Bernstein Equity Strategy Fund
|
Eaton Vance Worldwide Health Sciences Fund
|
|
Eaton Vance Investment Trust
|
Eaton Vance Floating-Rate Municipal Income Fund
|
Eaton Vance National Limited Maturity Municipal Income Fund
|
Eaton Vance New York Municipal Opportunities Fund
|
Eaton Vance Short Duration Municipals Opportunities Fund
|
|
Eaton Vance Municipals Trust
|
Eaton Vance Arizona Municipal Income Fund
|
Eaton Vance California Municipal Opportunities Fund
|
Eaton Vance Connecticut Municipal Income Fund
|
Eaton Vance Georgia Municipal Income Fund
|
Eaton Vance Maryland Municipal Income Fund
|
Eaton Vance Massachusetts Municipal Income Fund
|
Eaton Vance Minnesota Municipal Income Fund
|
Eaton Vance Missouri Municipal Income Fund
|
Eaton Vance Municipal Opportunities Fund
|
Eaton Vance National Municipal Income Fund
|
Eaton Vance New Jersey Municipal Income Fund
|
Eaton Vance New York Municipal Income Fund
|
Eaton Vance North Carolina Municipal Income Fund
|
Eaton Vance Ohio Municipal Income Fund
|
Eaton Vance Oregon Municipal Income Fund
|
Eaton Vance Pennsylvania Municipal Income Fund
|
Eaton Vance South Carolina Municipal Income Fund
|
Eaton Vance Virginia Municipal Income Fund
|
|
Eaton Vance Municipals Trust II
|
Eaton Vance High Yield Municipal Income Fund
|
Parametric TABS Intermediate-Term Municipal Bond Fund
|
Parametric TABS Short-Term Municipal Bond Fund
|
Parametric TABS 1-to-10 Year Laddered Municipal Bond Fund
|
Parametric TABS 5-to-15 Year Laddered Municipal Bond Fund
|
Parametric TABS 10-to-20 Year Laddered Municipal Bond Fund
|
|
Eaton Vance Mutual Funds Trust
|
Eaton Vance AMT-Free Municipal Income Fund
|
Eaton Vance Core Plus Bond Fund
|
Eaton Vance Emerging and Frontier Countries Equity Fund
|
Eaton Vance Emerging Markets Debt Fund
|
Eaton Vance Emerging Markets Local Income Fund
|
Eaton Vance Floating-Rate Advantage Fund
|
Eaton Vance Floating-Rate Fund
|
Eaton Vance Floating-Rate & High Income Fund
|
Eaton Vance Global Bond Fund
|
Eaton Vance Global Income Builder Fund
|
Eaton Vance Global Macro Absolute Return Advantage Fund
|
Eaton Vance Global Macro Absolute Return Fund
|
Eaton Vance Global Small-Cap Equity Fund
|
Eaton Vance Government Opportunities Fund
|
Eaton Vance High Income Opportunities Fund
|
Eaton Vance Multi-Asset Credit Fund
|
Eaton Vance Short Duration Government Income Fund
|
Eaton Vance Short Duration High Income Fund
|
Eaton Vance Short Duration Strategic Income Fund
|
Eaton Vance Stock Fund
|
Eaton Vance Tax-Managed Equity Asset Allocation Fund
|
Eaton Vance Tax-Managed Global Dividend Income Fund
|
Eaton Vance Tax-Managed Growth Fund 1.1
|
Eaton Vance Tax-Managed Growth Fund 1.2
|
Eaton Vance Tax-Managed Multi-Cap Growth Fund
|
Eaton Vance Tax-Managed Small-Cap Fund
|
Eaton Vance Tax-Managed Value Fund
|
Parametric Commodity Strategy Fund
|
Parametric Dividend Income Fund
|
Parametric Emerging Markets Fund
|
Parametric International Equity Fund
|
Parametric Tax-Managed International Equity Fund
|
Parametric Volatility Risk Premium – Defensive Fund
|
|
Eaton Vance Series Fund, Inc.
|
Eaton Vance Emerging Markets Debt Opportunities Fund
|
|
Eaton Vance Series Trust
|
Eaton Vance Tax-Managed Growth Fund 1.0
|
|
Eaton Vance Series Trust II
|
Eaton Vance Income Fund of Boston
|
Parametric Tax-Managed Emerging Markets Fund
|
|
Eaton Vance Special Investment Trust
|
Eaton Vance Balanced Fund
|
Eaton Vance Core Bond Fund
|
Eaton Vance Dividend Builder Fund
|
Eaton Vance Greater India Fund
|
Eaton Vance Growth Fund
|
Eaton Vance Large-Cap Value Fund
|
Eaton Vance Real Estate Fund
|
Eaton Vance Short Duration Inflation-Protected Income Fund
|
Eaton Vance Small-Cap Fund
|
Eaton Vance Special Equities Fund
|
|
Eaton Vance Variable Trust
|
Eaton Vance VT Floating-Rate Income Fund
|
|
Eaton Vance NextShares Trust
|
Eaton Vance Global Income Builder NextShares
|
Eaton Vance Stock NextShares
|
|
Eaton Vance NextShares Trust II
|
Eaton Vance TABS 5-to-15 Year Laddered Municipal Bond NextShares
|
Appendix B
NEW INVESTMENT ADVISORY AGREEMENTS FOR NEW
IAA SERIES
Eaton Vance Mutual Funds Trust
|
Eaton Vance Floating-Rate Advantage Fund
|
Eaton Vance Floating-Rate Fund
|
Eaton Vance High Income Opportunities Fund
|
Eaton Vance Stock Fund
|
Eaton Vance Tax-Managed Growth Fund 1.1
|
Eaton Vance Tax-Managed Growth Fund 1.2
|
Eaton Vance Tax-Managed Multi-Cap Growth Fund
|
Eaton Vance Tax-Managed Small-Cap Fund
|
Eaton Vance Tax-Managed Value Fund
|
Parametric Tax-Managed International Equity Fund
|
|
Eaton Vance Series Trust
|
Eaton Vance Tax-Managed Growth Fund 1.0
|
|
Eaton Vance Special Investment Trust
|
Eaton Vance Core Bond Fund
|
Appendix C
PORTFOLIOS
Core Bond Portfolio
|
Emerging Markets Local Income Portfolio
|
Eaton Vance Floating Rate Portfolio
|
Global Income Builder Portfolio
|
Global Macro Absolute Return Advantage Portfolio
|
Global Macro Capital Opportunities Portfolio
|
Global Macro Portfolio
|
Global Opportunities Portfolio
|
Greater India Portfolio
|
High Income Opportunities Portfolio
|
International Income Portfolio
|
Senior Debt Portfolio
|
Stock Portfolio
|
Tax-Managed Growth Portfolio
|
Tax-Managed International Equity Portfolio
|
Tax-Managed Multi-Cap Growth Portfolio
|
Tax-Managed Small-Cap Portfolio
|
Tax-Managed Value Portfolio
|
5-to-15 Year Laddered Municipal Bond Portfolio
|
Appendix D
Investment Advisory Agreements:
Compensation
Fund/Portfolio
|
Adviser
|
Advisory Fee Schedule
(annual asset rate) 1
|
Advisory Fee Schedule
(daily income rate)1
|
Amount of Advisory Fee Paid in the Most Recent Fiscal Year (after applicable waivers and reimburse-ments, if any) ($)
|
Fiscal Year End
|
Annual Rate at which Advisory Fees were Paid
|
Assets on Which Advisory Fee is Charged
|
Eaton Vance Growth Trust
|
|
|
|
|
|
|
Eaton Vance Atlanta Capital Focused Growth Fund
|
Boston Management and Research
|
Up to $500 million: 0.650%
$500 million but less than $1 billion: 0.625%
$1 billion but less than $2.5 billion: 0.600%
$2.5 billion and over: 0.575%
|
None
|
$1,678,746
|
9/30
|
0.65%
|
Fees are based on average daily net assets.
|
Eaton Vance Atlanta Capital SMID-Cap Fund
|
Boston Management and Research
|
Up to $500 million: 1.0000%
$500 million but less than $1 billion: 0.9375%
$1 billion but less than $2.5 billion: 0.8750%
$2.5 billion but less than $5 billion: 0.825%
$5 billion but less than $7.5 billion: 0.7500%
$7.5 billion but less than $10 billion; 0.7300%
$10 billion but less than $15 billion: 0.7200%
$15 billion and over: 0.7000%
|
None
|
$93,084,892
|
9/30
|
0.79%
|
Fees are based on average daily net assets.
|
Eaton Vance Greater China Growth Fund
|
Boston Management and Research
|
Up to $500 million: 1.00%
$500 million but less than $1 billion: 0.91%
$1 billion but less than $1.5 billion: 0.83%
$1.5 billion but less than $2 billion: 0.75%
$2 billion but less than $3 billion: 0.66%
$3 billion and over: 0.58%
|
None
|
$1,055,313
|
8/31
|
1.00%
|
Fees are based on average daily net assets.
|
Eaton Vance Worldwide Health Sciences Fund
|
Eaton Vance Management
|
Up to $500 million: 0.675%
$500 million but less than $1 billion: 0.590%
$1 billion but less than $1.5 billion: 0.520%
$1.5 billion but less than $2 billion: 0.490%
$2 billion but less than $2.5 billion: 0.470%
$2.5 billion and over: 0.450%
|
None
|
$6,765,462
|
8/31
|
0.70%
|
Fees are based on average daily net assets and a performance-based fee component.3
|
Eaton Vance Investment Trust
|
|
|
|
|
|
|
Eaton Vance Floating-Rate Municipal Income Fund
|
Boston Management and Research
|
Up to $500 million: 0.300%
$500 million but less than $1 billion: 0.275%
$1 billion but less than $1.5 billion: 0.250%
$1.5 billion but less than $2 billion: 0.225%
$2 billion but less than $3 billion: 0.200%
$3 billion and over: 0.175%
|
Up to $500 million: 3.00%
$500 million but less than $1 billion: 2.75%
$1 billion but less than $1.5 billion: 2.50%
$1.5 billion but less than $2 billion: 2.25%
$2 billion but less than $3 billion: 2.00%
$3 billion and over: 1.75%
|
$2,428,521
|
3/31
|
0.35%
|
Asset-based fees are based on total daily net
assets.
Income based fees are based on total daily gross
income
|
Fund/Portfolio
|
Adviser
|
Advisory Fee Schedule
(annual asset rate) 1
|
Advisory Fee Schedule
(daily income rate)1
|
Amount of Advisory Fee Paid in the Most Recent Fiscal Year (after applicable waivers and reimburse-ments, if any) ($)
|
Fiscal Year End
|
Annual Rate at which Advisory Fees were Paid
|
Assets on Which Advisory Fee is Charged
|
Eaton Vance National Limited Maturity Municipal Income Fund
|
Boston Management and Research
|
Up to $500 million: 0.300%
$500 million but less than $1 billion: 0.275%
$1 billion but less than $1.5 billion: 0.250%
$1.5 billion but less than $2 billion: 0.225%
$2 billion but less than $3 billion: 0.200%
$3 billion and over: 0.175%
|
Up to $500 million: 3.00%
$500 million but less than $1 billion: 2.75%
$1 billion but less than $1.5 billion: 2.50%
$1.5 billion but less than $2 billion: 2.25%
$2 billion but less than $3 billion: 2.00%
$3 billion and over: 1.75%
|
$2,072,394
|
3/31
|
0.40%
|
Asset-based fees are based on total daily net
assets.
Income-based fees are based on total daily gross
income.
|
Eaton Vance New York Municipal Opportunities Fund
|
Boston Management and Research
|
Up to $500 million: 0.300%
$500 million but less than $1 billion: 0.275%
$1 billion but less than $1.5 billion: 0.250%
$1.5 billion but less than $2 billion: 0.225%
$2 billion but less than $3 billion: 0.200%
$3 billion and over: 0.175%
|
Up to $500 million: 3.00%
$500 million but less than $1 billion: 2.75%
$1 billion but less than $1.5 billion: 2.50%
$1.5 billion but less than $2 billion: 2.25%
$2 billion but less than $3 billion: 2.00%
$3 billion and over: 1.75%
|
$302,442
|
3/31
|
0.38%
|
Asset-based fees are based on total daily net
assets.
Income-based fees are based on total daily gross
income.
|
Eaton Vance Municipals Trust
|
Eaton Vance Arizona Municipal Income Fund
|
Boston Management and Research
|
Up to $20 million: 0.100%
$20 million but less than $40 million: 0.200%
$40 million but less than $500 million: 0.300%
$500 million but less than $1 billion: 0.275%
$1 billion but less than $1.5 billion: 0.250%
$1.5 billion but less than $2 billion: 0.225%
$2 billion but less than $3 billion: 0.200%
$3 billion and over: 0.175%
|
Up to $20 million: 1.00%
$20 million but less than $40 million: 2.00%
$40 million but less than $500 million: 3.00%
$500 million but less than $1 billion: 2.75%
$1 billion but less than $1.5 billion: 2.50%
$1.5 billion but less than $2 billion: 2.25%
$2 billion but less than $3 billion: 2.00%
$3 billion and over: 1.75%
|
$165,783
|
7/31
|
0.27%
|
Asset-based fees are based on total daily net
assets.
Income-based fees are based on total daily gross
income
|
Eaton Vance California Municipal Opportunities Fund
|
Boston Management and Research
|
Up to $500 million: 0.300%
$500 million but less than $1 billion: 0.275%
$1 billion but less than $1.5 billion: 0.250%
$1.5 billion but less than $2 billion: 0.225%
$2 billion but less than $3 billion: 0.200%
$3 billion and over: 0.175%
|
Up to $500 million: 3.00%
$500 million but less than $1 billion: 2.75%
$1 billion but less than $1.5 billion: 2.50%
$1.5 billion but less than $2 billion: 2.25%
$2 billion but less than $3 billion: 2.00%
$3 billion and over: 1.75%
|
$1,617,288
|
9/30
|
0.38%
|
Asset-based fees are based on total daily net
assets.
Income-based fees are based on total daily gross
income.
|
Eaton Vance Connecticut Municipal Income Fund
|
Boston Management and Research
|
Up to $20 million: 0.100%
$20 million but less than $40 million: 0.200%
$40 million but less than $500 million: 0.300%
$500 million but less than $1 billion: 0.275%
$1 billion but less than $1.5 billion: 0.250%
$1.5 billion but less than $2 billion: 0.225%
$2 billion but less than $3 billion: 0.200%
$3 billion and over: 0.175%
|
Up to $20 million: 1.00%
$20 million but less than $40 million: 2.00%
$40 million but less than $500 million: 3.00%
$500 million but less than $1 billion: 2.75%
$1 billion but less than $1.5 billion: 2.50%
$1.5 billion but less than $2 billion: 2.25%
$2 billion but less than $3 billion: 2.00%
$3 billion and over: 1.75%
|
$238,515
|
7/31
|
0.30%
|
Asset-based fees are based on total daily net
assets.
Income-based fees are based on total daily gross
income.
|
Fund/Portfolio
|
Adviser
|
Advisory Fee Schedule
(annual asset rate) 1
|
Advisory Fee Schedule
(daily income rate)1
|
Amount of Advisory Fee Paid in the Most Recent Fiscal Year (after applicable waivers and reimburse-ments, if any) ($)
|
Fiscal Year End
|
Annual Rate at which Advisory Fees were Paid
|
Assets on Which Advisory Fee is Charged
|
Eaton Vance Georgia Municipal Income Fund
|
Boston Management and Research
|
Up to $20 million: 0.100%
$20 million but less than $40 million: 0.200%
$40 million but less than $500 million: 0.300%
$500 million but less than $1 billion: 0.275%
$1 billion but less than $1.5 billion: 0.250%
$1.5 billion but less than $2 billion: 0.225%
$2 billion but less than $3 billion: 0.200%
$3 billion and over: 0.175%
|
Up to $20 million: 1.00%
$20 million but less than $40 million: 2.00%
$40 million but less than $500 million: 3.00%
$500 million but less than $1 billion: 2.75%
$1 billion but less than $1.5 billion: 2.50%
$1.5 billion but less than $2 billion: 2.25%
$2 billion but less than $3 billion: 2.00%
$3 billion and over: 1.75%
|
$281,724
|
8/31
|
0.30%
|
Asset-based fees are based on total daily net
assets.
Income-based fees are based on total daily gross
income
|
Eaton Vance Maryland Municipal Income Fund
|
Boston Management and Research
|
Up to $20 million: 0.100%
$20 million but less than $40 million: 0.200%
$40 million but less than $500 million: 0.300%
$500 million but less than $1 billion: 0.275%
$1 billion but less than $1.5 billion: 0.250%
$1.5 billion but less than $2 billion: 0.225%
$2 billion but less than $3 billion: 0.200%
$3 billion and over: 0.175%
|
Up to $20 million: 1.00%
$20 million but less than $40 million: 2.00%
$40 million but less than $500 million: 3.00%
$500 million but less than $1 billion: 2.75%
$1 billion but less than $1.5 billion: 2.50%
$1.5 billion but less than $2 billion: 2.25%
$2 billion but less than $3 billion: 2.00%
$3 billion and over: 1.75%
|
$182,027
|
8/31
|
0.27%
|
Asset-based fees are based on total daily net
assets.
Income-based fees are based on total daily gross
income
|
Eaton Vance Massachusetts Municipal Income Fund
|
Boston Management and Research
|
Up to $20 million: 0.100%
$20 million but less than $40 million: 0.200%
$40 million but less than $500 million: 0.300%
$500 million but less than $1 billion: 0.275%
$1 billion but less than $1.5 billion: 0.250%
$1.5 billion but less than $2 billion: 0.225%
$2 billion but less than $3 billion: 0.200%
$3 billion and over: 0.175%
|
Up to $20 million: 1.00%
$20 million but less than $40 million: 2.00%
$40 million but less than $500 million: 3.00%
$500 million but less than $1 billion: 2.75%
$1 billion but less than $1.5 billion: 2.50%
$1.5 billion but less than $2 billion: 2.25%
$2 billion but less than $3 billion: 2.00%
$3 billion and over: 1.75%
|
$635,594
|
9/30
|
0.35%
|
Asset-based fees are based on total daily net assets.
Income-based fees are based on total daily gross
income
|
Eaton Vance Minnesota Municipal Income Fund
|
Boston Management and Research
|
Up to $20 million: 0.100%
$20 million but less than $40 million: 0.200%
$40 million but less than $500 million: 0.300%
$500 million but less than $1 billion: 0.275%
$1 billion but less than $1.5 billion: 0.250%
$1.5 billion but less than $2 billion: 0.225%
$2 billion but less than $3 billion: 0.200%
$3 billion and over: 0.175%
|
Up to $20 million: 1.00%
$20 million but less than $40 million: 2.00%
$40 million but less than $500 million: 3.00%
$500 million but less than $1 billion: 2.75%
$1 billion but less than $1.5 billion: 2.50%
$1.5 billion but less than $2 billion: 2.25%
$2 billion but less than $3 billion: 2.00%
$3 billion and over: 1.75%
|
$590,825
|
7/31
|
0.33%
|
Asset-based fees are based on total daily net
assets.
Income-based fees are based on total daily gross
income
|
Eaton Vance Missouri Municipal Income Fund
|
Boston Management and Research
|
Up to $20 million: 0.100%
$20 million but less than $40 million: 0.200%
$40 million but less than $500 million: 0.300%
$500 million but less than $1 billion: 0.275%
$1 billion but less than $1.5 billion: 0.250%
$1.5 billion but less than $2 billion: 0.225%
$2 billion but less than $3 billion: 0.200%
$3 billion and over: 0.175%
|
Up to $20 million: 1.00%
$20 million but less than $40 million: 2.00%
$40 million but less than $500 million: 3.00%
$500 million but less than $1 billion: 2.75%
$1 billion but less than $1.5 billion: 2.50%
$1.5 billion but less than $2 billion: 2.25%
$2 billion but less than $3 billion: 2.00%
$3 billion and over: 1.75%
|
$219,576
|
8/31
|
0.29%
|
Asset-based fees are based on total daily net
assets.
Income-based fees are based on total daily gross
income
|
Fund/Portfolio
|
Adviser
|
Advisory Fee Schedule
(annual asset rate) 1
|
Advisory Fee Schedule
(daily income rate)1
|
Amount of Advisory Fee Paid in the Most Recent Fiscal Year (after applicable waivers and reimburse-ments, if any) ($)
|
Fiscal Year End
|
Annual Rate at which Advisory Fees were Paid
|
Assets on Which Advisory Fee is Charged
|
Eaton Vance National Municipal Income Fund
|
Boston Management and Research
|
Up to $500 million: 0.300%
$500 million but less than $1 billion: 0.275%
$1 billion but less than $1.5 billion: 0.250%
$1.5 billion but less than $2 billion: 0.225%
$2 billion but less than $3 billion: 0.200%
$3 billion and over: 0.175%
|
Up to $500 million: 3.00%
$500 million but less than $1 billion: 2.75%
$1 billion but less than $1.5 billion: 2.50%
$1.5 billion but less than $2 billion: 2.25%
$2 billion but less than $3 billion: 2.00%
$3 billion and over: 1.75%
|
$10,209,281
|
9/30
|
0.31%
|
Asset-based fees are based on total daily net
assets.
Income –based fees are based on total daily
gross income.
|
Eaton Vance New Jersey Municipal Income Fund
|
Boston Management and Research
|
Up to $20 million: 0.100%
$20 million but less than $40 million: 0.200%
$40 million but less than $500 million: 0.300%
$500 million but less than $1 billion: 0.275%
$1 billion but less than $1.5 billion: 0.250%
$1.5 billion but less than $2 billion: 0.225%
$2 billion but less than $3 billion: 0.200%
$3 billion and over: 0.175%
|
Up to $20 million: 1.00%
$20 million but less than $40 million: 2.00%
$40 million but less than $500 million: 3.00%
$500 million but less than $1 billion: 2.75%
$1 billion but less than $1.5 billion: 2.50%
$1.5 billion but less than $2 billion: 2.25%
$2 billion but less than $3 billion: 2.00%
$3 billion and over: 1.75%
|
$595,731
|
7/31
|
0.35%
|
Asset-based fees are based on total daily net
assets.
Income-based fees are based on total daily gross
income
|
Eaton Vance New York Municipal Income Fund
|
Boston Management and Research
|
Up to $20 million: 0.100%
$20 million but less than $40 million: 0.200%
$40 million but less than $500 million: 0.300%
$500 million but less than $1 billion: 0.275%
$1 billion but less than $1.5 billion: 0.250%
$1.5 billion but less than $2 billion: 0.225%
$2 billion but less than $3 billion: 0.200%
$3 billion and over: 0.175%
|
Up to $20 million: 1.00%
$20 million but less than $40 million: 2.00%
$40 million but less than $500 million: 3.00%
$500 million but less than $1 billion: 2.75%
$1 billion but less than $1.5 billion: 2.50%
$1.5 billion but less than $2 billion: 2.25%
$2 billion but less than $3 billion: 2.00%
$3 billion and over: 1.75%
|
$1,533,878
|
9/30
|
0.36%
|
Asset-based fees are based on total daily net
assets.
Income-based fees are based on total daily gross
income
|
Eaton Vance North Carolina Municipal Income Fund
|
Boston Management and Research
|
Up to $20 million: 0.100%
$20 million but less than $40 million: 0.200%
$40 million but less than $500 million: 0.300%
$500 million but less than $1 billion: 0.275%
$1 billion but less than $1.5 billion: 0.250%
$1.5 billion but less than $2 billion: 0.225%
$2 billion but less than $3 billion: 0.200%
$3 billion and over: 0.175%
|
Up to $20 million: 1.00%
$20 million but less than $40 million: 2.00%
$40 million but less than $500 million: 3.00%
$500 million but less than $1 billion: 2.75%
$1 billion but less than $1.5 billion: 2.50%
$1.5 billion but less than $2 billion: 2.25%
$2 billion but less than $3 billion: 2.00%
$3 billion and over: 1.75%
|
$442,728
|
8/31
|
0.33%
|
Asset-based fees are based on total daily net
assets.
Income-based fees are based on total daily gross
income
|
Eaton Vance Ohio Municipal Income Fund
|
Boston Management and Research
|
Up to $20 million: 0.100%
$20 million but less than $40 million: 0.200%
$40 million but less than $500 million: 0.300%
$500 million but less than $1 billion: 0.275%
$1 billion but less than $1.5 billion: 0.250%
$1.5 billion but less than $2 billion: 0.225%
$2 billion but less than $3 billion: 0.200%
$3 billion and over: 0.175%
|
Up to $20 million: 1.00%
$20 million but less than $40 million: 2.00%
$40 million but less than $500 million: 3.00%
$500 million but less than $1 billion: 2.75%
$1 billion but less than $1.5 billion: 2.50%
$1.5 billion but less than $2 billion: 2.25%
$2 billion but less than $3 billion: 2.00%
$3 billion and over: 1.75%
|
$617,766
|
9/30
|
0.36%
|
Asset-based fees are based on total daily net
assets.
Income-based fees are based on total daily gross
income
|
Fund/Portfolio
|
Adviser
|
Advisory Fee Schedule
(annual asset rate) 1
|
Advisory Fee Schedule
(daily income rate)1
|
Amount of Advisory Fee Paid in the Most Recent Fiscal Year (after applicable waivers and reimburse-ments, if any) ($)
|
Fiscal Year End
|
Annual Rate at which Advisory Fees were Paid
|
Assets on Which Advisory Fee is Charged
|
Eaton Vance Oregon Municipal Income Fund
|
Boston Management and Research
|
Up to $20 million: 0.100%
$20 million but less than $40 million: 0.200%
$40 million but less than $500 million: 0.300%
$500 million but less than $1 billion: 0.275%
$1 billion but less than $1.5 billion: 0.250%
$1.5 billion but less than $2 billion: 0.225%
$2 billion but less than $3 billion: 0.200%
$3 billion and over: 0.175%
|
Up to $20 million: 1.00%
$20 million but less than $40 million: 2.00%
$40 million but less than $500 million: 3.00%
$500 million but less than $1 billion: 2.75%
$1 billion but less than $1.5 billion: 2.50%
$1.5 billion but less than $2 billion: 2.25%
$2 billion but less than $3 billion: 2.00%
$3 billion and over: 1.75%
|
$462,188
|
8/31
|
0.34%
|
Asset-based fees are based on total daily net
assets.
Income-based fees are based on total daily gross
income
|
Eaton Vance Pennsylvania Municipal Income Fund
|
Boston Management and Research
|
Up to $20 million: 0.100%
$20 million but less than $40 million: 0.200%
$40 million but less than $500 million: 0.300%
$500 million but less than $1 billion: 0.275%
$1 billion but less than $1.5 billion: 0.250%
$1.5 billion but less than $2 billion: 0.225%
$2 billion but less than $3 billion: 0.200%
$3 billion and over: 0.175%
|
Up to $20 million: 1.00%
$20 million but less than $40 million: 2.00%
$40 million but less than $500 million: 3.00%
$500 million but less than $1 billion: 2.75%
$1 billion but less than $1.5 billion: 2.50%
$1.5 billion but less than $2 billion: 2.25%
$2 billion but less than $3 billion: 2.00%
$3 billion and over: 1.75%
|
$697,566
|
7/31
|
0.37%
|
Asset-based fees are based on total daily net
assets.
Income-based fees are based on total daily gross
income
|
Eaton Vance South Carolina Municipal Income Fund
|
Boston Management and Research
|
Up to $20 million: 0.100%
$20 million but less than $40 million: 0.200%
$40 million but less than $500 million: 0.300%
$500 million but less than $1 billion: 0.275%
$1 billion but less than $1.5 billion: 0.250%
$1.5 billion but less than $2 billion: 0.225%
$2 billion but less than $3 billion: 0.200%
$3 billion and over: 0.175%
|
Up to $20 million: 1.00%
$20 million but less than $40 million: 2.00%
$40 million but less than $500 million: 3.00%
$500 million but less than $1 billion: 2.75%
$1 billion but less than $1.5 billion: 2.50%
$1.5 billion but less than $2 billion: 2.25%
$2 billion but less than $3 billion: 2.00%
$3 billion and over: 1.75%
|
$464,784
|
8/31
|
0.33%
|
Asset-based fees are based on total daily net
assets.
Income-based fees are based on total daily gross
income
|
Eaton Vance Virginia Municipal Income Fund
|
Boston Management and Research
|
Up to $20 million: 0.100%
$20 million but less than $40 million: 0.200%
$40 million but less than $500 million: 0.300%
$500 million but less than $1 billion: 0.275%
$1 billion but less than $1.5 billion: 0.250%
$1.5 billion but less than $2 billion: 0.225%
$2 billion but less than $3 billion: 0.200%
$3 billion and over: 0.175%
|
Up to $20 million: 1.00%
$20 million but less than $40 million: 2.00%
$40 million but less than $500 million: 3.00%
$500 million but less than $1 billion: 2.75%
$1 billion but less than $1.5 billion: 2.50%
$1.5 billion but less than $2 billion: 2.25%
$2 billion but less than $3 billion: 2.00%
$3 billion and over: 1.75%
|
$197,784
|
8/31
|
0.28%
|
Asset-based fees are based on total daily net
assets.
Income-based fees are based on total daily gross
income
|
Eaton Vance Municipals Trust II
|
|
|
|
|
|
Eaton Vance High Yield Municipal Income Fund
|
Boston Management and Research
|
Up to $500 million: 0.3150%
$500 million but less than $750 million: 0.2925%
$750 million but less than $1.5 billion: 0.2700%
$1.5 billion but less than $2 billion: 0.2475%
$2 billion but less than $3 billion: 0.2250%
$3 billion and over: 0.2025%
|
Up to $500 million: 3.1500%
$500 million but less than $1 billion: 2.9250%
$1 billion but less than $1.5 billion: 2.7000%
$1.5 billion but less than $2 billion: 2.4750%
$2 billion but less than $3 billion: 2.2500%
$3 billion and over: 2.0250%
|
$5,385,252
|
1/31
|
0.42%
|
Asset-based fees are based on total daily net
assets.
Income-based fees are based on total daily gross
income
|
Fund/Portfolio
|
Adviser
|
Advisory Fee Schedule
(annual asset rate) 1
|
Advisory Fee Schedule
(daily income rate)1
|
Amount of Advisory Fee Paid in the Most Recent Fiscal Year (after applicable waivers and reimburse-ments, if any) ($)
|
Fiscal Year End
|
Annual Rate at which Advisory Fees were Paid
|
Assets on Which Advisory Fee is Charged
|
Eaton Vance Mutual Funds Trust
|
|
|
|
|
|
Eaton Vance AMT-Free Municipal Income Fund
|
Eaton Vance Management
|
Up to $500 million: 0.300%
$500 million but less than $1 billion: 0.275%
$1 billion but less than $1.5 billion: 0.250%
$1.5 billion but less than $2 billion: 0.225%
$2 billion but less than $3 billion: 0.200%
$3 billion and over: 0.175%
|
Up to $500 million: 3.00%
$500 million but less than $1 billion: 2.75%
$1 billion but less than $1.5 billion: 2.50%
$1.5 billion but less than $2 billion: 2.25%
$2 billion but less than $3 billion: 2.00%
$3 billion and over: 1.75%
|
$1,359,467
|
9/30
|
0.41%
|
Asset-based fees are based on total daily net
assets.
Income-based fees are based on total daily gross
income
|
Eaton Vance Core Plus Bond Fund
|
Boston Management and Research
|
Up to $1 billion: 0.450%
$1 billion but less than $2.5 billion: 0.425%
$2.5 billion but less than $5 billion: 0.410%
over $5 billion: 0.400%
|
None
|
$2,973,121
|
9/30
|
0.45%
|
Fees are based on average daily net assets for the month.
|
Eaton Vance Emerging and Frontier Countries Equity Fund
|
Eaton Vance Management
|
Up to $500 million: 1.000%
$500 million but less than $1 billion: 0.950%
$1 billion but less than $2.5 billion: 0.925%
$2.5 billion but less than $5 billion: 0.900%
Over $5 billion: 0.880%
|
None
|
$05
|
10/31
|
0.0%
|
Fee is based on average daily net assets per annum, that are not invested in other investment companies for which the Adviser or its affiliates (i) serves as adviser and (ii) receives an advisory fee.
|
Eaton Vance Emerging Markets Local Income Fund
|
Eaton Vance Management
|
Up to $1 billion: 0.650%
$1 billion but less than $2 billion: 0.625%
$2 billion but less than $5 billion: 0.600%
$5 billion and over: 0.575%
|
None
|
$05
|
10/31
|
0.0%
|
Fee is based on average daily net assets per annum that are not invested in other investment companies for which the Adviser or its affiliates serves as adviser or administrator.
|
Fund/Portfolio
|
Adviser
|
Advisory Fee Schedule
(annual asset rate) 1
|
Advisory Fee Schedule
(daily income rate)1
|
Amount of Advisory Fee Paid in the Most Recent Fiscal Year (after applicable waivers and reimburse-ments, if any) ($)
|
Fiscal Year End
|
Annual Rate at which Advisory Fees were Paid
|
Assets on Which Advisory Fee is Charged
|
Eaton Vance Floating-Rate Advantage Fund2
|
Eaton Vance Management
|
Up to and including $1 billion: 0.5000%
in excess of $1 billion up to and including $2
billion: 0.4500%
in excess of $2 billion up to and including $7
billion: 0.4000%
in excess of $7 billion up to and including $10
billion: 0.3875%
in excess of $10 billion up to and including
$15 billion: 0.3750%
in excess of $15 billion: 0.3625%
|
None
|
N/A
|
10/31
|
N/A
|
Fee is based on average daily net assets per annum, that
are not invested in other investment companies for which the Adviser or its affiliates (i) serves as adviser and (ii) receives
an advisory fee.
Fees are based on average daily gross assets,
|
Eaton Vance Floating-Rate Fund2
|
Eaton Vance Management
|
Up to $1 billion: 0.5750%
$1 billion but less than $2 billion: 0.5250%
$2 billion but less than $5 billion: 0.4900%
$5 billion but less than $10 billion: 0.4600%
$10 billion but less than $15 billion: 0.4350%
$15 billion but less than $20 billion; 0.4150%
$20 billion but less than $25 billion: 0.4000%
$25 billion and over: 0.3900%
|
None
|
N/A
|
10/31
|
N/A
|
Fee is based on average daily net assets per annum, that are not invested in other investment companies for which the Adviser or its affiliates (i) serves as adviser and (ii) receives an advisory fee.
|
Eaton Vance Floating-Rate & High Income Fund
(for bank loans and bank loan related assets)
|
Eaton Vance Management
|
Up to $1 billion: 0.575%
$1 billion but less than $2 billion: 0.525%
$2 billion but less than $5 billion: 0.490%
$5 billion but less than $10 billion: 0.460%
$10 billion but less than $15 billion: 0.435%
$15 billion but less than $20 billion; 0.415%
$20 billion but less than $25 billion: 0.400%
$25 billion and over: 0.390%
|
None
|
$0
|
10/31
|
0.0%
|
Fee is based on average daily net assets per annum, that are not invested in other investment companies for which the Adviser or its affiliates (i) serves as adviser and (ii) receives an advisory fee.
|
Fund/Portfolio
|
Adviser
|
Advisory Fee Schedule
(annual asset rate) 1
|
Advisory Fee Schedule
(daily income rate)1
|
Amount of Advisory Fee Paid in the Most Recent Fiscal Year (after applicable waivers and reimburse-ments, if any) ($)
|
Fiscal Year End
|
Annual Rate at which Advisory Fees were Paid
|
Assets on Which Advisory Fee is Charged
|
Eaton Vance Floating-Rate & High Income Fund
(for high yield bonds and other instruments that are not bank loan
related)
|
Eaton Vance Management
|
Up to $500 million: 0.3000%
$500 million but less than $1 billion: 0.2750%
$1 billion but less than $1.5 billion: 0.2500%
$1.5 billion but less than $2 billion: 0.2250%
$2 billion but less than $3 billion: 0.2000%
$3 billion and over: 0.1750%
|
Up to $500 million: 3.00%
$500 million but less than $1 billion: 2.75%
$1 billion but less than $1.5 billion: 2.50%
$1.5 billion but less than $2 billion: 2.25%
$2 billion but less than $3 billion: 2.00%
$3 billion and over: 1.75%
|
$0
|
10/31
|
0.0%
|
Fee is based on average daily net assets per annum, that are not invested in other investment companies for which the Adviser or its affiliates (i) serves as adviser and (ii) receives an advisory fee.
|
Eaton Vance Global Bond Fund
|
Eaton Vance Management
|
Up to $1 billion: 0.500%
$1 billion but less than $2.5 billion: 0.475%
$2.5 billion but less than $5 billion: 0.455%
$5 billion and over: 0.440%
|
None
|
$05
|
10/31
|
0.0%
|
Fee is based on average daily net assets per annum that are not invested in other investment companies for which the Adviser or its affiliates serves as adviser or administrator.
|
Eaton Vance Global Income Builder Fund
|
Boston Management and Reserch
|
Up to $500 million: 0.550%
$500 million but less than $1 billion: 0.525%
$1 billion but less than $2.5 billion: 0.500%
$2.5 billion and over: 0.475%
|
None
|
$05
|
10/31
|
0.0%
|
Fee is based on average daily net assets per annum, that are not invested in other investment companies for which the Adviser or its affiliates (i) serves as adviser and (ii) receives an advisory fee.
|
Fund/Portfolio
|
Adviser
|
Advisory Fee Schedule
(annual asset rate) 1
|
Advisory Fee Schedule
(daily income rate)1
|
Amount of Advisory Fee Paid in the Most Recent Fiscal Year (after applicable waivers and reimburse-ments, if any) ($)
|
Fiscal Year End
|
Annual Rate at which Advisory Fees were Paid
|
Assets on Which Advisory Fee is Charged
|
Eaton Vance Global Macro Absolute Return Fund
|
Eaton Vance Management
|
Up to $500 million: 0.615%
$500 million but less than $1 billion: 0.595%
$1 billion but less than $1.5 billion: 0.575%
$1.5 billion but less than $2 billion: 0.555%
$2 billion but less than $3 billion: 0.520%
$3 billion and over: 0.490%
|
None
|
$0
|
10/31
|
0.0%
|
Fee is based on average
daily net assets per annum that are not invested in other investment companies for which the Adviser or its affiliates serves as
adviser or administrator, except to the extent that the assets of the fund are invested directly in securities. For assets invested
directly, fee is based on average daily net assets.
|
Eaton Vance Global Small-Cap Equity Fund
|
Boston Management and Research
|
Up to $500 million: 0.750%
$500 million but less than $1 billion: 0.725%
$1 billion but less than $2.5 billion: 0.700%
$2.5 billion but less than $5 billion: 0.680%
$5 billion and over: 0.665%
|
None
|
$88,503
|
10/31
|
0.75%
|
Fees are based on average daily net assets.
|
Eaton Vance Government Opportunities Fund
|
Boston Management and Research
|
Up to $500 million: 0.6500%
$500 million but less than $1 billion: 0.6250%
$1 billion but less than $1.5 billion: 0.6000%
$1.5 billion but less than $2 billion: 0.5625%
$2 billion but less than $2.5 billion: 0.5000%
$2.5 billion and over: 0.4375%
|
None
|
$2,190,526
|
10/31
|
0.65%
|
Fees are based on average daily net assets.
|
Eaton Vance High Income Opportunities Fund2
|
Eaton Vance Management
|
Up to $500 million: 0.300%
$500 million but less than $1 billion: 0.275%
$1 billion but less than $1.5 billion: 0.250%
$1.5 billion but less than $2 billion: 0.225%
$2 billion but less than $3 billion: 0.200%
$3 billion and over: 0.175%
|
Up to $500 million: 3.00%
$500 million but less than $1 billion: 2.75%
$1 billion but less than $1.5 billion: 2.50%
$1.5 billion but less than $2 billion: 2.25%
$2 billion but less than $3 billion: 2.00%
$3 billion and over: 1.75%
|
N/A
|
10/31
|
N/A
|
Asset-based fees are based on total daily net
assets that are not invested in other investment companies for which the Adviser or its affiliates (i) serves as adviser and (ii)
receives an advisory fee.
Income-based fees are based on total
daily gross income that is not derived from other investment companies for which the Adviser or its affiliates (i) serves as adviser
and (ii) receives an advisory fee.
|
Fund/Portfolio
|
Adviser
|
Advisory Fee Schedule
(annual asset rate) 1
|
Advisory Fee Schedule
(daily income rate)1
|
Amount of Advisory Fee Paid in the Most Recent Fiscal Year (after applicable waivers and reimburse-ments, if any) ($)
|
Fiscal Year End
|
Annual Rate at which Advisory Fees were Paid
|
Assets on Which Advisory Fee is Charged
|
Eaton Vance Short Duration Government Income Fund
|
Boston Management and Research
|
Up to $1 billion: 0.500%
$1 billion but less than $2.5 billion: 0.475%
$2.5 billion but less than $5 billion: 0.455%
$5 billion and over: 0.400%
|
None
|
$25,600,809
|
10/31
|
0.46%
|
Fees are based on average daily net assets.
|
Eaton Vance Short Duration Strategic Income Fund
|
Eaton Vance Management
|
Up to $500 million: 0.615%
$500 million but less than $1 billion: 0.595%
$1 billion but less than $1.5 billion: 0.575%
$1.5 billion but less than $2 billion: 0.555%
$2 billion but less than $3 billion: 0.520%
$3 billion and over: 0.490%
|
None
|
$0
|
10/31
|
0.0%
|
Fee is based on average daily net assets per annum that are not invested in other investment companies for which the Adviser or its affiliates serves as adviser or administrator.
|
Eaton Vance Stock Fund2
|
Eaton Vance Management
|
Up to $500 million: 0.600%
$500 million but less than $1 billion: 0.575%
$1 billion but less than $2.5 billion: 0.550%
$2.5 billion but less than $5 billion: 0.530%
$5 billion and over: 0.515%
|
None
|
N/A
|
12/31
|
N/A
|
Fee is based on average daily net assets per annum, that are not invested in other investment companies for which the Adviser or its affiliates (i) serves as adviser and (ii) receives an advisory fee.
|
Eaton Vance Tax-Managed Equity Asset Allocation Fund
|
Eaton Vance Management
|
Up to $500 million: 0.750%
$500 million but less than $1 billion: 0.700%
$1 billion but less than $1.5 billion: 0.675%
$1.5 billion but less than $2.5 billion: 0.650%
$2.5 billion and over: 0.625%
|
None
|
$3,852,486
|
10/31
|
0.75%
|
Fee based on average daily net assets. Agreement states that the fee shall be reduced by “the Fund’s allocable share of any fee paid pursuant to an investment advisory agreement by any investment company advised by the Adviser or its affiliates in which the Fund invests its assets”.
|
Fund/Portfolio
|
Adviser
|
Advisory Fee Schedule
(annual asset rate) 1
|
Advisory Fee Schedule
(daily income rate)1
|
Amount of Advisory Fee Paid in the Most Recent Fiscal Year (after applicable waivers and reimburse-ments, if any) ($)
|
Fiscal Year End
|
Annual Rate at which Advisory Fees were Paid
|
Assets on Which Advisory Fee is Charged
|
Eaton Vance Tax-Managed Global Dividend Income Fund
|
Eaton Vance Management
|
Up to $500 million: 0.650%
$500 million but less than $1 billion: 0.625%
$1 billion but less than $2.5 billion: 0.600%
$2.5 billion and over: 0.575%
|
None
|
$3,835,900
|
10/31
|
0.65%
|
Fees are based on average daily net assets.
|
Eaton Vance Tax-Managed Growth Fund 1.12
|
Eaton Vance Management
|
Up to $500 million: 0.6250%
$500 million but less than $1 billion: 0.5625%
$1 billion but less than $1.5 billion: 0.5000%
$1.5 billion but less than $7 billion: 0.4375%
$7 billion but less than $10 billion: 0.4250%
$10 billion but less than $15 billion: 0.4125%
$15 billion but less than $20 billion; 0.4000%
$20 billion but less than $25 billion: 0.3900%
$25 billion and over: 0.3800%
|
None
|
N/A
|
12/31
|
N/A
|
Fee is based on average daily net assets per annum, that are not invested in other investment companies for which the Adviser or its affiliates (i) serves as adviser and (ii) receives an advisory fee.
|
Eaton Vance Tax-Managed Growth Fund 1.22
|
Eaton Vance Management
|
Up to $500 million: 0.6250%
$500 million but less than $1 billion: 0.5625%
$1 billion but less than $1.5 billion: 0.5000%
$1.5 billion but less than $7 billion: 0.4375%
$7 billion but less than $10 billion: 0.4250%
$10 billion but less than $15 billion: 0.4125%
$15 billion but less than $20 billion; 0.4000%
$20 billion but less than $25 billion: 0.3900%
$25 billion and over: 0.3800%
|
None
|
N/A
|
12/31
|
N/A
|
Fee is based on average daily net assets per annum, that are not invested in other investment companies for which the Adviser or its affiliates (i) serves as adviser and (ii) receives an advisory fee.
|
Eaton Vance Tax-Managed Multi-Cap Growth Fund2
|
Eaton Vance Management
|
Up to $500 million: 0.650%
$500 million but less than $1 billion: 0.625%
$1 billion but less than $2.5 billion: 0.600%
$2.5 billion and over: 0.600%
|
None
|
N/A
|
10/31
|
N/A
|
Fee is based on average daily net assets per annum, that are not invested in other investment companies for which the Adviser or its affiliates (i) serves as adviser and (ii) receives an advisory fee.
|
Fund/Portfolio
|
Adviser
|
Advisory Fee Schedule
(annual asset rate) 1
|
Advisory Fee Schedule
(daily income rate)1
|
Amount of Advisory Fee Paid in the Most Recent Fiscal Year (after applicable waivers and reimburse-ments, if any) ($)
|
Fiscal Year End
|
Annual Rate at which Advisory Fees were Paid
|
Assets on Which Advisory Fee is Charged
|
Eaton Vance Tax-Managed Small-Cap Fund2
|
Eaton Vance Management
|
Up to $500 million: 0.625%
$500 million but less than $1 billion: 0.5625%
$1 billion but less than $1.5 billion: 0.50%
$1.5 billion and over: 0.4375%
|
None
|
N/A
|
10/31
|
N/A
|
Fee is based on average daily net assets per annum, that are not invested in other investment companies for which the Adviser or its affiliates (i) serves as adviser and (ii) receives an advisory fee.
|
Eaton Vance Tax-Managed Value Fund2
|
Eaton Vance Management
|
Up to $500 million: 0.650%
$500 million but less than $1 billion: 0.625%
$1 billion but less than $2 billion: 0.6000%
$2 billion but less than $5 billion: 0.5750%
$5 billion and over: 0.5550%
|
None
|
N/A
|
10/31
|
N/A
|
Fee is based on average daily net assets per annum, that are not invested in other investment companies for which the Adviser or its affiliates (i) serves as adviser and (ii) receives an advisory fee.
|
Parametric Emerging Markets Fund
|
Eaton Vance Management
|
Up to $500 million: 0.850%
$500 million but less than $1 billion: 0.800%
$1 billion but less than $2.5 billion: 0.775%
$2.5 billion but less than $5 billion: 0.750%
$5 billion but less than $7.5 billion: 0.730%
$7.5 billion and over: 0.710%
|
None
|
$10,675,592
|
1/31
|
0.81%
|
Fees are based on average daily net assets.
|
Parametric Tax-Managed International Equity Fund2
|
Eaton Vance Management
|
Up to $1 billion: 0.500%
$1 billion but less than $2.5 billion: 0.475%
$2.5 billion but less than $5 billion: 0.455%
$5 billion and over: 0.440%
|
None
|
N/A
|
10/31
|
N/A
|
Fee is based on average daily net assets per annum, that are not invested in other investment companies for which the Adviser or its affiliates (i) serves as adviser and (ii) receives an advisory fee.
|
Fund/Portfolio
|
Adviser
|
Advisory Fee Schedule
(annual asset rate) 1
|
Advisory Fee Schedule
(daily income rate)1
|
Amount of Advisory Fee Paid in the Most Recent Fiscal Year (after applicable waivers and reimburse-ments, if any) ($)
|
Fiscal Year End
|
Annual Rate at which Advisory Fees were Paid
|
Assets on Which Advisory Fee is Charged
|
Eaton Vance Series Trust
|
|
|
|
|
|
|
Eaton Vance Tax-Managed Growth Fund 1.02
|
Eaton Vance Management
|
Up to $500 million: 0.6250%
$500 million but less than $1 billion: 0.5625%
$1 billion but less than $1.5 billion: 0.5000%
$1.5 billion but less than $7 billion: 0.4375%
$7 billion but less than $10 billion: 0.4250%
$10 billion but less than $15 billion: 0.4125%
$15 billion but less than $20 billion; 0.4000%
$20 billion but less than $25 billion: 0.3900%
$25 billion and over: 0.3800%
|
None
|
N/A
|
12/31
|
N/A
|
Fee is based on average daily net assets per annum, that are not invested in other investment companies for which the Adviser or its affiliates (i) serves as adviser and (ii) receives an advisory fee.
|
Eaton Vance Series Trust II
|
|
|
|
|
|
|
Eaton Vance Income Fund of Boston
|
Boston Management and Research
|
Up to $1.5 billion: 0.625%
$1.5 billion but less than $2 billion: 0.600%
$2 billion but less than $5 billion: 0.575%
$5 billion but less than $10 billion: 0.555%
$10 billion and over: 0.535%
|
None
|
$12,400,5854
|
10/31
|
0.59%
|
Fees are based on average daily net assets.
|
Parametric Tax-Managed Emerging Markets Fund
|
Eaton Vance Management
|
0.45%
|
None
|
$8,230,196
|
6/30
|
0.45%
|
Fees are based on average daily net assets.
|
Eaton Vance Special Investment Trust
|
|
|
|
|
|
Eaton Vance Balanced Fund
(for equity securities)
|
Eaton Vance Management
|
Up to $500 million: 0.600%
$500 million but less than $1 billion: 0.575%
$1 billion but less than $2.5 billion: 0.550%
$2.5 billion but less than $5 billion: 0.530%
$5 billion and over: 0.515%
|
None
|
$0
|
12/31
|
$0
|
Fee is based on average daily net assets per annum, that are not invested in other investment companies for which the Adviser or its affiliates (i) serves as adviser and (ii) receives an advisory fee.
|
Eaton Vance Balanced Fund
(for income securities and cash)
|
Eaton Vance Management
|
Less than $1 billion: 0.450%
$1 billion up to $2 billion: 0.425%
$2 billion up to $5 billion: 0.415%
$5 billion and over: 0.405%
|
None
|
$0
|
12/31
|
$0
|
Fee is based on average daily net assets per annum, that are not invested in other investment companies for which the Adviser or its affiliates (i) serves as adviser and (ii) receives an advisory fee.
|
Fund/Portfolio
|
Adviser
|
Advisory Fee Schedule
(annual asset rate) 1
|
Advisory Fee Schedule
(daily income rate)1
|
Amount of Advisory Fee Paid in the Most Recent Fiscal Year (after applicable waivers and reimburse-ments, if any) ($)
|
Fiscal Year End
|
Annual Rate at which Advisory Fees were Paid
|
Assets on Which Advisory Fee is Charged
|
Eaton Vance Core Bond Fund2
|
Eaton Vance Management
|
Up to $1 billion: 0.450%
$1 billion up to $2 billion: 0.425%
$2 billion up to $5 billion: 0.415%
$5 billion and over: 0.405%
|
None
|
N/A
|
12/31
|
N/A
|
Fee is based on average daily net assets per annum, that are not invested in other investment companies for which the Adviser or its affiliates (i) serves as adviser and (ii) receives an advisory fee.
|
Eaton Vance Dividend Builder Fund
|
Boston Management and Research
|
Up to $500 million: 0.6500%
$500 million but less than $1 billion: 0.6250%
$1 billion but less than $1.5 billion: 0.6000%
$1.5 billion but less than $2 billion: 0.5500%
$2 billion but less than $3 billion: 0.5000%
$3 billion and over: 0.4375%
|
None
|
$5,692,354
|
12/31
|
0.64%
|
Fees are based on average daily net assets.
|
Eaton Vance Greater India Fund
|
Boston Management and Research
|
Up to $500 million: 0.850%
$500 million but less than $1 billion: 0.800%
$1 billion but less than $2.5 billion: 0.775%
$2.5 billion but less than $5 billion: 0.750%
$5 billion and over: 0.730%
|
None
|
$0
|
12/31
|
$0
|
Fee is based on average daily net assets per annum, that are not invested in other investment companies for which the Adviser or its affiliates (i) serves as adviser and (ii) receives an advisory fee.
|
Eaton Vance Growth Fund
|
Boston Management and Research
|
Up to $500 million: 0.650%
$500 million but less than $1 billion: 0.625%
$1 billion up to $2.5 billion: 0.600%
$2.5 billion and over: 0.575%
|
None
|
$2,027,094
|
12/31
|
0.65%
|
Fees are based on average daily net assets.
|
Eaton Vance Large-Cap Value Fund
|
Boston Management and Research
|
Up to $2 billion: 0.625%
$2 billion but less than $5 billion: 0.600%
$5 billion but less than $10 billion: 0.575%
$10 billion but less than $15 billion: 0.555%
$15 billion but less than $20 billion: 0.540%
$20 billion but less than $25 billion; 0.530%
$25 billion and over: 0.520%
|
None
|
$10,551,262
|
12/31
|
0.63%
|
Fees are based on average daily net assets.
|
Eaton Vance Real Estate Fund
|
Eaton Vance Management
|
0.65%
|
None
|
$217,674
|
12/31
|
0.65%
|
Fees are based on average daily net assets.
|
Fund/Portfolio
|
Adviser
|
Advisory Fee Schedule
(annual asset rate) 1
|
Advisory Fee Schedule
(daily income rate)1
|
Amount of Advisory Fee Paid in the Most Recent Fiscal Year (after applicable waivers and reimburse-ments, if any) ($)
|
Fiscal Year End
|
Annual Rate at which Advisory Fees were Paid
|
Assets on Which Advisory Fee is Charged
|
Eaton Vance Short Duration Inflation-Protected Income Fund
|
Eaton Vance Management
|
Up to $1 billion: 0.45%
$1 billion but less than $2.5 billion: 0.43%
$2.5 billion but less than $5 billion: 0.41%
$5 billion and over: 0.40%
|
None
|
$419,633
|
12/31
|
0.32%
|
Fee is based on average daily net assets per annum, that are not invested in other investment companies for which the Adviser or its affiliates (i) serves as adviser and (ii) receives an advisory fee.
|
Eaton Vance Small-Cap Fund
|
Boston Management and Research
|
Up to $500 million: 0.7500%
$500 million but less than $1 billion: 0.6875%
$1 billion but less than $1.5 billion: 0.6250%
$1.5 billion but less than $2 billion: 0.5625%
$2 billion but less than $3 billion: 0.5000%
$3 billion and over: 0.4375%
|
None
|
$355,324
|
12/31
|
0.75%
|
Fees are based on average daily net assets.
|
Eaton Vance Special Equities Fund
|
Boston Management and Research
|
0.625%
|
None
|
$289,249
|
12/31
|
0.62%
|
Fees are based on average daily net assets.
|
Eaton Vance Variable Trust
|
|
|
|
|
|
|
Eaton Vance VT Floating-Rate Income Fund
|
Eaton Vance Management
|
Up to $1 billion: 0.575%
$1 billion but less than $2 billion: 0.525%
$2 billion but less than $5 billion: 0.500%
$5 billion and over: 0.480%
|
None
|
$3,900,529
|
12/31
|
0.58%
|
Fees are based on average daily net assets.
|
PORTFOLIOS
|
|
|
|
|
|
|
Core Bond Portfolio
|
Boston Management and Research
|
Up to $1 billion: 0.450%
$1 billion up to $2 billion: 0.425%
$2 billion up to $5 billion: 0.415%
$5 billion and over: 0.405%
|
None
|
$2,362,474
|
12/31
|
0.45%
|
Fees are based on average daily net assets.
|
Emerging Markets Local Income Portfolio
|
Boston Management and Research
|
Up to $1 billion: 0.650%
$1 billion but less than $2 billion: 0.625%
$2 billion but less than $5 billion: 0.600%
$5 billion and over: 0.575%
|
None
|
$8,169,352
|
10/31
|
0.64%
|
Fees are based on Investable Assets, which are assets which are not invested in other investment companies for which Eaton Vance or its affiliates serve as adviser or administrator.
|
Fund/Portfolio
|
Adviser
|
Advisory Fee Schedule
(annual asset rate) 1
|
Advisory Fee Schedule
(daily income rate)1
|
Amount of Advisory Fee Paid in the Most Recent Fiscal Year (after applicable waivers and reimburse-ments, if any) ($)
|
Fiscal Year End
|
Annual Rate at which Advisory Fees were Paid
|
Assets on Which Advisory Fee is Charged
|
Eaton Vance Floating Rate Portfolio
|
Boston Management and Research
|
Up to $1 billion: 0.5750%
$1 billion but less than $2 billion: 0.5250%
$2 billion but less than $5 billion: 0.4900%
$5 billion but less than $10 billion: 0.4600%
$10 billion but less than $15 billion: 0.4350%
$15 billion but less than $20 billion; 0.4150%
$20 billion but less than $25 billion: 0.4000%
$25 billion and over: 0.3900%
|
None
|
$32,655,074
|
10/31
|
0.50%
|
Fees are based on average daily net assets.
|
Global Income Builder Portfolio
|
Boston Management and Research
|
Up to $500 million: 0.550%
$500 million but less than $1 billion: 0.525%
$1 billion but less than $2.5 billion: 0.500%
$2.5 billion and over: 0.475%
|
None
|
$1,546,552
|
10/31
|
0.55%
|
Fees are based on average daily net assets.
|
Global Macro Absolute Return Advantage Portfolio
|
Boston Management and Research
|
Up to $500 million: 1.000%
$500 million but less than $1 billion: 0.950%
$1 billion but less than $2.5 billion: 0.925%
$2.5 billion but less than $5 billion: 0.900%
$5 billion and over: 0.880%
|
None
|
$28,192,669
|
10/31
|
0.94%
|
Fees are based on average daily net assets.
|
Global Macro Capital Opportunities Portfolio
|
Boston Management and Research
|
Up to $500 million: 1.000%
$500 million but less than $1 billion: 0.950%
$1 billion but less than $2.5 billion: 0.925%
$2.5 billion but less than $5 billion: 0.900%
$5 billion and over: 0.880%
|
None
|
$1,569,545
|
10/31
|
1.00%
|
Fees are based on average daily net assets.
|
Global Macro Portfolio
|
Boston Management and Research
|
Up to $500 million: 0.615%
$500 million but less than $1 billion: 0.595%
$1 billion but less than $1.5 billion: 0.575%
$1.5 billion but less than $2 billion: 0.555%
$2 billion but less than $3 billion: 0.520%
$5 billion and over: 0.490%
|
None
|
$18,433,760
|
10/31
|
0.56%
|
Fees are based on average daily net assets.
|
Global Opportunities Portfolio
|
Boston Management and Research
|
Up to $500 million: 0.615%
$500 million but less than $1 billion: 0.595%
$1 billion but less than $1.5 billion: 0.575%
$1.5 billion but less than $2 billion: 0.555%
$2 billion but less than $3 billion: 0.520%
$3 billion and over: 0.490%
|
None
|
$7,874,523
|
10/31
|
0.60%
|
Fees are based on average daily net assets.
|
Greater India Portfolio
|
Boston Management and Research
|
Up to $500 million: 0.850%
$500 million but less than $1 billion: 0.800%
$1 billion but less than $2.5 billion: 0.775%
$2.5 billion but less than $5 billion: 0.750%
$5 billion and over: 0.730%
|
None
|
$1,799,105
|
12/31
|
0.85%
|
Fees are based on average daily net assets.
|
High Income Opportunities Portfolio
|
Boston Management and Research
|
Up to $500 million: 0.300%
$500 million but less than $1 billion: 0.275%
$1 billion but less than $1.5 billion: 0.250%
$1.5 billion but less than $2 billion: 0.225%
$2 billion but less than $3 billion: 0.200%
$3 billion and over: 0.175%
|
Up to $500 million: 3.00%
$500 million but less than $1 billion: 2.75%
$1 billion but less than $1.5 billion: 2.50%
$1.5 billion but less than $2 billion: 2.25%
$2 billion but less than $3 billion: 2.00%
$3 billion and over: 1.75%
|
$4,592,323
|
10/31
|
0.46%
|
Asset-based fees are based on total daily net
assets.
Income based fees are based on total daily gross
income
|
Fund/Portfolio
|
Adviser
|
Advisory Fee Schedule
(annual asset rate) 1
|
Advisory Fee Schedule
(daily income rate)1
|
Amount of Advisory Fee Paid in the Most Recent Fiscal Year (after applicable waivers and reimburse-ments, if any) ($)
|
Fiscal Year End
|
Annual Rate at which Advisory Fees were Paid
|
Assets on Which Advisory Fee is Charged
|
International Income Portfolio
|
Boston Management and Research
|
Up to $1 billion: 0.500%
$1 billion but less than $2 billion: 0.475%
$2 billion but less than $5 billion: 0.455%
$5 billion and over: 0.440%
|
None
|
$218,356
|
10/31
|
0.50%
|
Fees are based on average daily net assets.
|
Senior Debt Portfolio
|
Boston Management and Research
|
Up to and including $1 billion: 0.5000%
in excess of $1 billion up to and including $2
billion: 0.4500%
in excess of $2 billion up to and including $7
billion: 0.4000%
in excess of $7 billion up to and including $10
billion: 0.3875%
in excess of $10 billion up to and including
$15 billion: 0.3750%
in excess of $15 billion: 0.3625%
|
None
|
$32,244,296
|
10/31
|
0.52%
|
Fees are based on average daily gross assets.
|
Stock Portfolio
|
Boston Management and Research
|
Up to $500 million: 0.600%
$500 million but less than $1 billion: 0.575%
$1 billion but less than $2.5 billion: 0.550%
$2.5 billion but less than $5 billion: 0.530%
$5 billion and over: 0.515%
|
None
|
$3,702,875
|
12/31
|
0.59%
|
Fees are based on average daily net assets for the month.
|
Tax-Managed Growth Portfolio
|
Boston Management and Research
|
Up to $500 million: 0.6250%
$500 million but less than $1 billion: 0.5625%
$1 billion but less than $1.5 billion: 0.5000%
$1.5 billion but less than $7 billion: 0.4375%
$7 billion but less than $10 billion: 0.4250%
$10 billion but less than $15 billion: 0.4125%
$15 billion but less than $20 billion; 0.4000%
$20 billion but less than $25 billion: 0.3900%
$25 billion and over: 0.3800%
|
None
|
$81,541,698
|
12/31
|
0.43%
|
Fees are based on average daily net assets.
|
Tax-Managed International Equity Portfolio
|
Boston Management and Research
|
Up to $1 billion: 0.500%
$1 billion but less than $2.5 billion: 0.475%
$2.5 billion but less than $5 billion: 0.455%
$5 billion and over: 0.440%
|
None
|
$323,552
|
10/31
|
0.50%
|
Fees are based on average daily net assets.
|
Tax-Managed Multi-Cap Growth Portfolio
|
Boston Management and Research
|
Up to $500 million: 0.650%
$500 million but less than $1 billion: 0.625%
$1 billion but less than $2.5 billion: 0.600%
$2.5 billion and over: 0.600%
|
None
|
$1,194,823
|
10/31
|
0.65%
|
Fees are based on average daily net assets.
|
Tax-Managed Small-Cap Portfolio
|
Boston Management and Research
|
Up to $500 million: 0.625%
$500 million but less than $1 billion: 0.5625%
$1 billion but less than $1.5 billion: 0.50%
$1.5 billion and over: 0.4375%
|
None
|
$1,010,702
|
10/31
|
0.63%
|
Fees are based on average daily net assets.
|
Fund/Portfolio
|
Adviser
|
Advisory Fee Schedule
(annual asset rate) 1
|
Advisory Fee Schedule
(daily income rate)1
|
Amount of Advisory Fee Paid in the Most Recent Fiscal Year (after applicable waivers and reimburse-ments, if any) ($)
|
Fiscal Year End
|
Annual Rate at which Advisory Fees were Paid
|
Assets on Which Advisory Fee is Charged
|
Tax-Managed Value Portfolio
|
Boston Management and Research
|
Up to $500 million: 0.650%
$500 million but less than $1 billion: 0.625%
$1 billion but less than $2 billion: 0.600%
$2 billion but less than $5 billion: 0.575%
$5 billion and over: 0.555%
|
None
|
$4,712,428
|
10/31
|
0.64%
|
Fees are based on average daily net assets.
|
5-to-15 Year Laddered Municipal Bond Portfolio
|
Boston Management and Research
|
Up to $1 billion: 0.3200%
$1 billion but less than $2.5 billion: 0.3075%
$2.5 billion but less than $5 billion: 0.2950%
$5 billion and over: 0.2875%
|
None
|
$2,078,583
|
10/31
|
0.32%
|
Fees are based on average daily net assets.
|
1
Including incorporation of existing fee reduction agreements
where applicable.
2 This
Fund does not currently have a fund-level advisory agreement. The Board is seeking shareholder approval of a new advisory agreement
for this Fund, as described in the proxy statement.
3 The
asset-based fee is subject to upward or downward adjustment depending upon whether, and to what extent, the investment performance
of the Fund differs by at least one percentage point from the record of the MSCI World Health Care Index (“Index Return”)
over the same period. Each percentage point difference is multiplied by a performance adjustment rate of 0.015%. The maximum adjustment
plus/minus is 0.15%. One twelfth (1/12) of this adjustment is applied each month to the average daily net assets of the Fund over
the entire performance period. This adjustment shall be based on a rolling period of up to and including the most recent 36 months
(“Performance Adjustment Period”) or such shorter period as may be required by the 1940 Act or the rules thereunder
or applicable guidance of the Securities and Exchange Commission. Fund performance shall be total return as computed under Rule
482 under the Securities Act of 1933. The Adviser may, from time to time, waive all or a part of the above compensation.
4 Boston
Income Portfolio, a master fund of Eaton Vance Income Fund of Boston, collapsed during the Fund’s most recent fiscal year.
The Portfolio paid $17,764,355 in management fees during the most fiscal year end.
5 Please
see Appendix G for information on the Expense Reimbursement Arrangements.
Appendix E
Investment Advisory and Administrative
Agreements:
Compensation
Fund
|
Adviser
|
Management Fee Schedule
(annual asset rate)1
|
Amount of Management Fee Paid in the Most Recent Fiscal Year (after applicable waivers and reimbursements, if any) ($)
|
Fiscal Year End
|
Annual Rate at which Management Fees were Paid
|
Assets on Which Management Fee is Charged (including incorporation of fee reduction agreement language where applicable)
|
Eaton Vance Growth Trust
|
|
|
|
|
|
Eaton Vance Atlanta Capital Select Equity Fund
|
Eaton Vance Management
|
Up to $500 million: 0.700%
$500 million but less than $1 billion: 0.675%
$1 billion but less than $2.5 billion: 0.650%
$2.5 billion but less than $5 billion: 0.630%
$5 billion and over: 0.615%
|
$5,353,161
|
9/30
|
0.69%
|
Fees are based on average daily net assets.
|
Eaton Vance Focused Global Opportunities Fund
|
Eaton Vance Management
|
Up to $500 million: 0.800%
$500 million but less than $1 billion: 0.775%
$1 billion but less than $2.5 billion: 0.750%
$2.5 billion but less than $5 billion: 0.730%
$5 billion and over: 0.715%
|
$(59,569)
|
11/30
|
0.80%
|
Fees are based on average daily net assets.
|
Eaton Vance Focused Growth Opportunities Fund
|
Eaton Vance Management
|
Up to $500 million: 0.650%
$500 million but less than $1 billion: 0.625%
$1 billion but less than $2.5 billion: 0.600%
$2.5 billion but less than $5 billion: 0.580%
$5 billion and over: 0.565%
|
$1,773,362
|
2/28
|
0.65%
|
Fees are based on average daily net assets.
|
Eaton Vance Focused Value Opportunities Fund
|
Eaton Vance Management
|
Up to $500 million: 0.700%
$500 million but less than $1 billion: 0.675%
$1 billion but less than $2.5 billion: 0.650%
$2.5 billion but less than $5 billion: 0.630%
$5 billion and over: 0.615%
|
$947,201
|
2/28
|
0.75%
|
Fees are based on average daily net assets.
|
Eaton Vance Hexavest Global Equity Fund
|
Eaton Vance Management
|
Up to $500 million: 0.800%
$500 million but less than $1 billion: 0.775%
$1 billion but less than $2.5 billion: 0.750%
$2.5 billion but less than $5 billion: 0.730%
$5 billion and over: 0.715%
|
$75,105
|
7/31
|
0.80%
|
Fees are based on average daily net assets for the month.
|
Eaton Vance Hexavest International Equity Fund
|
Eaton Vance Management
|
Up to $500 million: 0.800%
$500 million but less than $1 billion: 0.775%
$1 billion but less than $2.5 billion: 0.750%
$2.5 billion but less than $5 billion: 0.730%
$5 billion and over: 0.715%
|
$244,693
|
7/31
|
0.80%
|
Fees are based on average daily net assets for the month.
|
Eaton Vance International Small-Cap Fund
|
Eaton Vance Management
|
Up to $500 million: 0.900%
$500 million but less than $1 billion: 0.850%
$1 billion but less than $2.5 billion: 0.825%
$2.5 billion but less than $5 billion: 0.800%
$5 billion and over: 0.780%
|
$276,219
|
11/30
|
0.90%
|
Fees are based on average daily net assets.
|
|
|
|
|
|
|
|
|
Fund
|
Adviser
|
Management Fee Schedule
(annual asset rate)1
|
Amount of Management Fee Paid in the Most Recent Fiscal Year (after applicable waivers and reimbursements, if any) ($)
|
Fiscal Year End
|
Annual Rate at which Management Fees were Paid
|
Assets on Which Management Fee is Charged (including incorporation of fee reduction agreement language where applicable)
|
Eaton Vance Richard Bernstein All Asset Strategy Fund
|
Eaton Vance Management
|
Up to $500 million: 0.850%
$500 million but less than $1 billion: 0.800%
$1 billion but less than $2.5 billion: 0.775%
$2.5 billion but less than $5 billion: 0.750%
$5 billion and over: 0.730%
|
$5,487,788
|
8/31
|
0.84%
|
Fees are based on average daily net assets.
|
Eaton Vance Richard Bernstein Equity Strategy Fund
|
Eaton Vance Management
|
Up to $500 million: 0.900%
$500 million but less than $1 billion: 0.850%
$1 billion but less than $2.5 billion: 0.825%
$2.5 billion but less than $5 billion: 0.800%
$5 billion and over: 0.780%
|
$6,458,961
|
8/31
|
0.88%
|
Fees are based on average daily net assets.
|
Eaton Vance Investment Trust
|
|
|
|
|
|
|
Eaton Vance Short Duration Municipal Opportunities Fund
|
Eaton Vance Management
|
Up to $1 billion: 0.400%
$1 billion but less than $2.5 billion: 0.375%
$2.5 billion but less than $5 billion: 0.360%
$5 billion and over: 0.350%
|
$2,875,505
|
3/31
|
0.40%
|
Fees are based on average daily net assets.
|
Eaton Vance Municipals Trust
|
|
|
|
|
|
|
Eaton Vance Municipal Opportunities Fund
|
Eaton Vance Management
|
Up to $500 million: 0.600%
$500 million but less than $1 billion: 0.575%
$1 billion but less than $2.5 billion: 0.550%
$2.5 billion but less than $5 billion: 0.530%
$5 billion and over: 0.515%
|
$8,013,869
|
7/31
|
0.58%
|
Fees are based on average daily net assets.
|
Eaton Vance Municipals Trust II
|
|
|
|
|
|
|
Parametric TABS Intermediate-Term Municipal Bond Fund
|
Eaton Vance Management
|
Up to $1 billion: 0.600%
$1 billion but less than $2 billion: 0.575%
$2 billion but less than $5 billion: 0.550%
$5 billion and over: 0.530%
|
$2,365,458
|
1/31
|
0.60%
|
Fees are based on average daily net assets.
|
Parametric TABS Short-Term Municipal Bond Fund
|
Eaton Vance Management
|
Up to $500 million: 0.45%
$500 million but less than $1 billion: 0.44%
$1 billion but less than $2 billion: 0.43%
$2 billion but less than $5 billion: 0.41%
$5 billion and over: 0.40%
|
$1,541,568
|
1/31
|
0.51%
|
Fees are based on average daily net assets.
|
Parametric TABS 1-to-10 Year Laddered Municipal Bond Fund
|
Eaton Vance Management
|
Up to $1 billion: 0.3200%
$1 billion but less than $2.5 billion: 0.3075%
$2.5 billion but less than $5 billion: 0.2950%
$5 billion and over: 0.2875%
|
$84,031
|
1/31
|
0.32%
|
Fees are based on average daily net assets.
|
Parametric TABS 5-to-15 Year Laddered Municipal Bond Fund
|
Eaton Vance Management
|
Up to $1 billion: 0.3200%
$1 billion but less than $2.5 billion: 0.3075%
$2.5 billion but less than $5 billion: 0.2950%
$5 billion and over: 0.2875%
|
$02
|
1/31
|
0.0%
|
Fee is based on average daily net assets per annum, that are not invested in other investment companies for which the Adviser or its affiliates (i) serves as adviser and (ii) receives an advisory fee.
|
|
|
|
|
|
|
|
|
Fund
|
Adviser
|
Management Fee Schedule
(annual asset rate)1
|
Amount of Management Fee Paid in the Most Recent Fiscal Year (after applicable waivers and reimbursements, if any) ($)
|
Fiscal Year End
|
Annual Rate at which Management Fees were Paid
|
Assets on Which Management Fee is Charged (including incorporation of fee reduction agreement language where applicable)
|
Parametric TABS 10-to-20 Year Laddered Municipal Bond Fund
|
Eaton Vance Management
|
Up to $1 billion: 0.3200%
$1 billion but less than $2.5 billion: 0.3075%
$2.5 billion but less than $5 billion: 0.2950%
$5 billion and over: 0.2875%
|
$02
|
1/31
|
0.32%
|
Fees are based on average daily net assets.
|
Eaton Vance Mutual Funds Trust
|
Eaton Vance Emerging Markets Debt Fund
|
Eaton Vance Management
|
Up to $500 million: 0.650%
$500 million but less than $1 billion: 0.625%
$1 billion but less than $2.5 billion: 0.600%
$2.5 billion but less than $5 billion: 0.580%
$5 billion and over: 0.565%
|
$02
|
1/31
|
0.65%
|
Fees are based on average daily net assets.
|
Eaton Vance Global Macro Absolute Return Advantage Fund
|
Eaton Vance Management
|
Up to $500 million: 1.000%
$500 million but less than $1 billion: 0.950%
$1 billion but less than $2.5 billion: 0.925%
$2.5 billion but less than $5 billion: 0.900%
$5 billion and over: 0.880%
|
$02
|
10/31
|
0.0%
|
Fee is based on average daily net assets per annum, that are not invested in other investment companies for which the Adviser or its affiliates (i) serves as adviser and (ii) receives an advisory fee.
|
Eaton Vance Multi-Asset Credit Fund
|
Eaton Vance Management
|
Up to $1 billion: 0.550%
$1 billion but less than $2.5 billion: 0.530%
$2.5 billion but less than $5 billion: 0.510%
$5 billion and over: 0.500%
|
$1,818,817
|
10/31
|
0.55%
|
Fees are based on average daily net assets per annum that are not invested in other investment companies for which the Adviser or its affiliates (i) serve as adviser and (ii) receives an advisory fee.
|
Eaton Vance Short Duration High Income Fund
|
Eaton Vance Management
|
Up to $1 billion: 0.550%
$1 billion but less than $2.5 billion: 0.525%
$2.5 billion but less than $5 billion: 0.505%
$5 billion and over: 0.490%
|
$02, 3
|
10/31
|
0.55%
|
Fees are based on average daily net assets.
|
Parametric Commodity Strategy Fund
|
Eaton Vance Management
|
Up to $1 billion: 0.550%
$1 billion but less than $2.5 billion: 0.525%
$2.5 billion but less than $5 billion: 0.505%
$5 billion and over: 0.490%
|
$1,565,432
|
12/31
|
0.55%
|
Fees are based on average daily net assets.
|
Parametric Dividend Income Fund
|
Eaton Vance Management
|
Up to $1 billion: 0.3000%
$1 billion but less than $2.5 billion: 0.2875%
$2.5 billion but less than $5 billion: 0.2750%
$5 billion and over: 0.2675%
|
$73,144
|
2/28
|
0.30%
|
Fees are based on average daily net assets.
|
Parametric International Equity Fund
|
Eaton Vance Management
|
Up to $1 billion: 0.400%
$1 billion but less than $2.5 billion: 0.375%
$2.5 billion but less than $5 billion: 0.360%
$5 billion and over: 0.350%
|
$1,500,684
|
1/31
|
0.40%
|
Fees are based on average daily net assets.
|
Parametric Volatility Risk Premium – Defensive Fund
|
Eaton Vance Management
|
Up to $1 billion: 0.400%
$1 billion but less than $2.5 billion: 0.375%
$2.5 billion but less than $5 billion: 0.360%
$5 billion and over: 0.350%
|
$2,411,051
|
1/31
|
0.40%
|
Fees are based on average daily net assets.
|
|
|
|
|
|
|
|
|
Fund
|
Adviser
|
Management Fee Schedule
(annual asset rate)1
|
Amount of Management Fee Paid in the Most Recent Fiscal Year (after applicable waivers and reimbursements, if any) ($)
|
Fiscal Year End
|
Annual Rate at which Management Fees were Paid
|
Assets on Which Management Fee is Charged (including incorporation of fee reduction agreement language where applicable)
|
Eaton Vance Series Fund, Inc.
|
Eaton Vance Emerging Markets Debt Opportunities Fund
|
Eaton Vance Management
|
Up to $500 million: 0.650%
$500 million but less than $1 billion: 0.625%
$1 billion but less than $2.5 billion: 0.600%
$2.5 billion but less than $5 billion: 0.580%
$5 billion and over: 0.565%
|
$1,408,664
|
7/31
|
0.65%
|
Fees are based on average daily net assets.
|
Eaton Vance NextShares Trust
|
Eaton Vance Global Income Builder NextShares
|
Eaton Vance Management
|
Investment Management Services Fee:
Up to $500 million: 0.550%
$500 million but less than $1 billion: 0.525%
$1 billion but less than $2.5 billion: 0.500%
$2.5 billion and over: 0.475%
Administrative Services Fee: 0.15%
|
$02
|
10/31
|
0.0%
|
Fee for investment management services is based
on average daily net assets per annum, that are not invested in other investment companies for which the Adviser or its affiliates
(i) serves as adviser and (ii) receives an advisory fee.
Fee for administrative services is based on average
daily net assets per annum.
|
Eaton Vance Stock NextShares
|
Eaton Vance Management
|
Up to $500 million: 0.600%
$500 million but less than $1 billion: 0.575%
$1 billion but less than $2.5 billion: 0.550%
$2.5 billion but less than $5 billion: 0.530%
$5 billion and over: 0.515%
|
$02
|
12/31
|
0.0%
|
Fee is based on average daily net assets per annum, that are not invested in other investment companies for which the Adviser or its affiliates (i) serves as adviser and (ii) receives an advisory fee.
|
Eaton Vance NextShares Trust II
|
Eaton Vance TABS 5-to-15 Year Laddered Municipal Bond NextShares
|
Eaton Vance Management
|
Up to $1 billion: 0.320%
$1 billion but less than $2.5 billion: 0.3075%
$2.5 billion but less than $5 billion: 0.2950%
$5 billion and over: 0.2875%
|
$02
|
1/31
|
0.0%
|
Fee is based on average daily net assets per annum, that are not invested in other investment companies for which the Adviser or its affiliates (i) serves as adviser and (ii) receives an advisory fee.
|
|
|
|
|
|
|
|
|
1
Including incorporation of existing fee
reduction agreements where applicable.
2 Please
see Appendix G for information on the Expense Reimbursement Arrangements.
3 Short
Duration High Income Portfolio, a master fund of Eaton Vance Short Duration High Income Fund, collapsed during the Fund’s
most recent fiscal year. The Portfolio paid $189,018 in management fees during the most fiscal year end and the annual rate at
which the fees were paid was 0.55%.
Appendix F
Investment Sub-Advisory Agreements:
Compensation
Fund
|
Sub-Adviser
|
Sub-Advisory Fee Schedule1
|
Amount of Sub-Advisory Fee Paid in the Most Recent Fiscal Year (after applicable waivers and reimburse-ments, if any) ($)
|
Fiscal Year End
|
Annual Rate at which Sub-Advisory Fees were Paid
|
Assets on Which Sub-Advisory Fee is Charged (including incorporation of fee reduction agreement language where applicable)
|
Eaton Vance Growth Trust
|
|
|
|
|
|
|
Eaton Vance Atlanta Capital Focused Growth Fund
|
Atlanta Capital Management Company, LLC
|
Up to $500 million: 0.400%
$500 million but less than $1 billion: 0.3875%
$1 billion but less than $2.5 billion: 0.3750%
$2.5 billion and over: 0.3625%
|
$1,029,253
|
9/30
|
0.40%
|
Fees are based on average daily net assets.
|
Eaton Vance Atlanta Capital Select Equity Fund
|
Atlanta Capital Management Company, LLC
|
Up to $500 million: 0.3500%
$500 million but less than $1 billion: 0.3375%
$1 billion but less than $2.5 billion: 0.3250%
$2.5 billion but less than $5 billion: 0.3150%
$5 billion and over: 0.3075%
|
$2,494,900
|
9/30
|
0.32%
|
Fees are based on average daily net assets.
|
Eaton Vance Atlanta Capital SMID-Cap Fund
|
Atlanta Capital Management Company, LLC
|
Up to $500 million: 0.70000%
$500 million but less than $1 billion: 0.65625%
$1 billion but less than $2.5 billion: 0.61250%
$2.5 billion but less than $5 billion: 0.56875%
$5 billion but less than $7.5 billion: 0.52500%
$7.5 billion but less than $10 billion; 0.51500%
$10 billion but less than $15 billion: 0.50500%
$15 billion and over: 0.49000%
|
$65,276,884
|
9/30
|
0.55%
|
Fees are based on average daily net assets.
|
Eaton Vance Focused Global Opportunities Fund
|
Eaton Vance Advisers International Ltd.
|
Up to $500 million: 0.271%
$500 million but less than $1 billion: 0.263%
$1 billion but less than $2.5 billion: 0.254%
$2.5 billion but less than $5 billion: 0.247%
$5 billion and over: 0.242%
|
$03
|
11/30
|
0.27%
|
Fees are based on average daily net assets.
|
Eaton Vance Greater China Growth Fund
|
BMO Global Asset Management (Asia) Limited
|
Up to $500 million: 0.575%
$500 million but less than $1 billion: 0.535%
$1 billion but less than $1.5 billion: 0.495%
$1.5 billion but less than $2 billion: 0.455%
$2 billion but less than $3 billion: 0.415%
$3 billion and over: 0.375%
|
$607,086
|
8/31
|
0.58%
|
Fees are based on average daily net assets.
|
Eaton Vance Hexavest Global Equity Fund
|
Hexavest Inc.
|
Up to $500 million: 0.4000%
$500 million but less than $1 billion: 0.3875%
$1 billion but less than $2.5 billion: 0.3750%
$2.5 billion but less than $5 billion: 0.3650%
$5 billion and over: 0.3575%
|
$37,679
|
7/31
|
0.40%
|
Fees are based on average daily net assets.
|
Fund
|
Sub-Adviser
|
Sub-Advisory Fee Schedule1
|
Amount of Sub-Advisory Fee Paid in the Most Recent Fiscal Year (after applicable waivers and reimburse-ments, if any) ($)
|
Fiscal Year End
|
Annual Rate at which Sub-Advisory Fees were Paid
|
Assets on Which Sub-Advisory Fee is Charged (including incorporation of fee reduction agreement language where applicable)
|
Eaton Vance Hexavest International Equity Fund
|
Hexavest Inc.
|
Up to $500 million: 0.4000%
$500 million but less than $1 billion: 0.3875%
$1 billion but less than $2.5 billion: 0.3750%
$2.5 billion but less than $5 billion: 0.3650%
$5 billion and over: 0.3575%
|
$101,287
|
7/31
|
0.35%
|
Fees are based on average daily net assets.
|
Eaton Vance International Small-Cap Fund
|
Eaton Vance Advisers International Ltd.
|
Up to $500 million: 0.405%
$500 million but less than $1 billion: 0.383%
$1 billion but less than $2.5 billion: 0.371%
$2.5 billion but less than $5 billion: 0.360%
$5 billion and over: 0.351%
|
$124,298
|
11/30
|
0.40%
|
Fees are based on average daily net assets.
|
Eaton Vance Richard Bernstein All Asset Strategy Fund
|
Richard Bernstein Advisors LLC
|
Up to $500 million: 0.3800%
$500 million but less than $1 billion: 0.3550%
$1 billion but less than $2.5 billion: 0.3425%
$2.5 billion but less than $5 billion: 0.3300%
$5 billion and over: 0.3200%
|
$2,449,268
|
8/31
|
0.37%
|
Fees are based on average daily net assets.
|
Eaton Vance Richard Bernstein Equity Strategy Fund
|
Richard Bernstein Advisors LLC
|
Up to $500 million: 0.4000%
$500 million but less than $1 billion: 0.3750%
$1 billion but less than $2.5 billion: 0.3625%
$2.5 billion but less than $5 billion: 0.3500%
$5 billion and over: 0.3400%
|
$2,864,248
|
8/31
|
0.39%
|
Fees are based on average daily net assets.
|
Eaton Vance Worldwide Health Sciences Fund
|
Eaton Vance Advisers International Ltd.
|
Up to $500 million: 0.213%
$500 million but less than $1 billion: 0.190%
$1 billion but less than $1.5 billion: 0.171%
$1.5 billion but less than $2 billion: 0.154%
$2 billion but less than $2.5 billion: 0.138%
$2.5 billion and over: 0.132%
|
$1,923,439
|
8/31
|
0.20%
|
Fees are based on average daily net assets.
|
Eaton Vance Municipals Trust II
|
|
|
|
|
|
Parametric TABS Intermediate-Term Municipal Bond Fund
|
Parametric Portfolio Associates LLC
|
Up to $1 billion: 0.2750%
$1 billion but less than $2 billion: 0.2625%
$2 billion but less than $5 billion: 0.2500%
$5 billion and over: 0.2400%
|
$68,415
|
1/31
|
0.01%
|
Fees are based on average daily net assets.
|
Parametric TABS Short-Term Municipal Bond Fund
|
Parametric Portfolio Associates LLC
|
Up to $500 million: 0.2000%
$500 million but less than $1 billion: 0.1950%
$1 billion but less than $2.5 billion: 0.1900%
$2.5 billion but less than $5 billion: 0.1800%
$5 billion and over: 0.1750%
|
$30,353
|
1/31
|
0.01%
|
Fees are based on average daily net assets.
|
Parametric TABS 1-to-10 Year Laddered Municipal Bond Fund
|
Parametric Portfolio Associates LLC
|
Up to $1 billion: 0.1350%
$1 billion but less than $2.5 billion: 0.1288%
$2.5 billion but less than $5 billion: 0.1225%
$5 billion and over: 0.1188%
|
$7,034
|
1/31
|
0.01%
|
Fees are based on average daily net assets.
|
Fund
|
Sub-Adviser
|
Sub-Advisory Fee Schedule1
|
Amount of Sub-Advisory Fee Paid in the Most Recent Fiscal Year (after applicable waivers and reimburse-ments, if any) ($)
|
Fiscal Year End
|
Annual Rate at which Sub-Advisory Fees were Paid
|
Assets on Which Sub-Advisory Fee is Charged (including incorporation of fee reduction agreement language where applicable)
|
Parametric TABS 5-to-15 Year Laddered Municipal Bond Fund
|
Parametric Portfolio Associates LLC
|
Up to $1 billion: 0.1350%
$1 billion but less than $2.5 billion: 0.1288%
$2.5 billion but less than $5 billion: 0.1225%
$5 billion and over: 0.1188%
|
$1,588
|
1/31
|
0.0%
|
Fee is based on average daily net assets per annum, that are not invested in other investment companies for which the Adviser or its affiliates (i) serves as adviser and (ii) receives an advisory fee.
|
Parametric TABS 10-to-20 Year Laddered Municipal Bond Fund
|
Parametric Portfolio Associates LLC
|
Up to $1 billion: 0.1350%
$1 billion but less than $2.5 billion: 0.1288%
$2.5 billion but less than $5 billion: 0.1225%
$5 billion and over: 0.1188%
|
$1,727
|
1/31
|
0.0%
|
Fees are based on average daily net assets.
|
Eaton Vance Mutual Funds Trust
|
|
|
|
|
|
Eaton Vance Global Income Builder Fund
|
Eaton Vance Advisers International Ltd.
|
Up to $500 million: 0.177%
$500 million but less than $1 billion; 0.169%
$1 billion but less than $2.5 billion: 0.161%
$2.5 billion and over: 0.153%
|
$03
|
10/31
|
0.0%
|
Fee is based on average daily net assets per annum, that are not invested in other investment companies for which the Adviser or its affiliates (i) serves as adviser and (ii) receives an advisory fee.
|
Eaton Vance Global Small-Cap Equity Fund
|
Eaton Vance Advisers International Ltd.
|
Up to $500 million: 0.338%
$500 million but less than $1 billion: 0.326%
$1 billion but less than $2.5 billion: 0.315%
$2.5 billion but less than $5 billion: 0.306%
$5 billion and over: 0.299%
|
$39,885
|
10/31
|
0.34%
|
Fees are based on average daily net assets.
|
Eaton Vance High Income Opportunities Fund2
|
Eaton Vance Advisers International Ltd.
|
Annual Asset Rate
Up to $500 million: 0.045%
$500 million but less than $1 billion: 0.041%
$1 billion but less than $1.5 billion: 0.038%
$1.5 billion but less than $2 billion: 0.034%
$2 billion but less than $3 billion: 0.030%
$3 billion and over: 0.026%
Daily Income Rate
Up to $500 million: 0.450%
$500 million but less than $1 billion: 0.413%
$1 billion but less than $1.5 billion: 0.375%
$1.5 billion but less than $2 billion: 0.338%
$2 billion but less than $3 billion: 0.300%
$3 billion and over: 0.263%
|
N/A
|
10/31
|
N/A
|
Asset-based fees are based on total daily net
assets that are not invested in other investment companies for which the Adviser or its affiliates (i) serves as adviser and (ii)
receives an advisory fee.
Income-based fees are based on total daily gross
income that is not derived from other investment companies for which the Adviser or its affiliates (i) serves as adviser and (ii)
receives an advisory fee.
|
Fund
|
Sub-Adviser
|
Sub-Advisory Fee Schedule1
|
Amount of Sub-Advisory Fee Paid in the Most Recent Fiscal Year (after applicable waivers and reimburse-ments, if any) ($)
|
Fiscal Year End
|
Annual Rate at which Sub-Advisory Fees were Paid
|
Assets on Which Sub-Advisory Fee is Charged (including incorporation of fee reduction agreement language where applicable)
|
Eaton Vance Multi-Asset Credit Fund
|
Eaton Vance Advisers International Ltd.
|
Up to $1 billion: 0.143%
$1 billion but less than $2.5 billion: 0.138%
$2.5 billion but less than $5 billion: 0.133%
$5 billion and over: 0.130%
|
$472,357
|
10/31
|
0.14%
|
Fees are based on average daily net assets.
|
Eaton Vance Tax-Managed Global Dividend Income Fund
|
Eaton Vance Advisers International Ltd.
|
Up to $500 million: 0.198%
$500 million but less than $1 billion: 0.191%
$1 billion but less than $2.5 billion: 0.183%
$2.5 billion and over: 0.175%
|
$1,169,051
|
10/31
|
0.20%
|
Fees are based on average daily net assets.
|
Eaton Vance Tax-Managed International Equity Fund2
|
Parametric Portfolio Associates LLC
|
Up to $1 billion: 0.2250%
$1 billion but less than $2.5 billion: 0.2125%
$2.5 billion but less than $5 billion: 0.2025%
$5 billion and over: 0.1950%
|
N/A
|
10/31
|
N/A
|
Fees are based on average daily net assets.
|
Parametric Commodity Strategy Fund
|
Parametric Portfolio Associates LLC
|
Up to $1 billion: 0.2500%
$1 billion but less than $2.5 billion: 0.2375%
$2.5 billion but less than $5 billion: 0.2275%
$5 billion and over: 0.2200%
|
$711,560
|
12/31
|
0.25%
|
Fees are based on average daily net assets.
|
Parametric Dividend Income Fund
|
Parametric Portfolio Associates LLC
|
Up to $1 billion: 0.12500%
$1 billion but less than $2.5 billion: 0.11875%
$2.5 billion but less than $5 billion: 0.11250%
$5 billion and over: 0.10875%
|
$30,477
|
2/28
|
0.13%
|
Fees are based on average daily net assets.
|
Parametric Emerging Markets Fund
|
Parametric Portfolio Associates LLC
|
Up to $500 million: 0.500%
$500 million but less than $1 billion: 0.470%
$1 billion but less than $2.5 billion: 0.455%
$2.5 billion but less than $5 billion: 0.440%
$5 billion but less than $7.5 billion: 0.430%
$7.5 billion and over: 0.418%
|
$6,274,056
|
1/31
|
0.48%
|
Fees are based on average daily net assets.
|
Parametric International Equity Fund
|
Parametric Portfolio Associates LLC
|
Up to $1 billion: 0.1750%
$1 billion but less than $2.5 billion: 0.1625%
$2.5 billion but less than $5 billion: 0.1550%
$5 billion and over: 0.1500%
|
$656,549
|
1/31
|
0.17%
|
Fees are based on average daily net assets.
|
Parametric Tax-Managed International Equity Fund2
|
Parametric Portfolio Associates LLC
|
Up to $1 billion: 0.2250%
$1 billion but less than $2.5 billion: 0.2125%
$2.5 billion but less than $5 billion: 0.2025%
$5 billion and over: 0.1950%
|
N/A
|
10/31
|
N/A
|
Fee is based on average daily net assets per annum, that are not invested in other investment companies for which the Adviser or its affiliates (i) serves as adviser and (ii) receives an advisory fee.
|
Fund
|
Sub-Adviser
|
Sub-Advisory Fee Schedule1
|
Amount of Sub-Advisory Fee Paid in the Most Recent Fiscal Year (after applicable waivers and reimburse-ments, if any) ($)
|
Fiscal Year End
|
Annual Rate at which Sub-Advisory Fees were Paid
|
Assets on Which Sub-Advisory Fee is Charged (including incorporation of fee reduction agreement language where applicable)
|
Parametric Volatility Risk Premium – Defensive Fund
|
Parametric Portfolio Associates LLC
|
Up to $1 billion: 0.1750%
$1 billion but less than $2.5 billion: 0.1625%
$2.5 billion but less than $5 billion: 0.1550%
$5 billion and over: 0.1500%
|
$1,054,835
|
1/31
|
0.17%
|
Fee is based on average daily net assets per annum, that are not invested in other investment companies for which the Adviser or its affiliates (i) serves as adviser and (ii) receives an advisory fee.
|
Eaton Vance Series Trust II
|
Eaton Vance Income Fund of Boston
|
Eaton Vance Advisers International Ltd.
|
Up to $1.5 billion: 0.094%
$1.5 billion but less than $2 billion: 0.090%
$2 billion but less than $5 billion: 0.086%
$5 billion but less than $10 billion: 0.083%
$10 billion and over: 0.080%
|
$1,963,469
|
10/31
|
0.09%
|
Fees are based on average daily net
assets.
|
Parametric Tax-Managed Emerging Markets Fund
|
Parametric Portfolio Associates LLC
|
0.35%
|
$6,401,264
|
6/30
|
0.35%
|
Fees are based on average daily net assets.
|
Eaton Vance Special Investment Trust
|
Eaton Vance Greater India Fund
|
Goldman Sachs Asset Management, L.P.
|
Up to $500 million: 0.475%
$500 million but less than $1 billion: 0.450%
$1 billion but less than $2.5 billion: 0.438%
$2.5 billion but less than $5 billion: 0.426%
$5 billion and over: 0.416%
|
$0
|
12/31
|
0.0%
|
Fee is based on average daily net assets per annum, that are not invested in other investment companies for which the Adviser or its affiliates (i) serves as adviser and (ii) receives an advisory fee.
|
Eaton Vance NextShares Trust
|
Eaton Vance Global Income Builder NextShares
|
Eaton Vance Advisers International Ltd.
|
Up to $500 million: 0.177%
$500 million but less than $1 billion; 0.169%
$1 billion but less than $2.5 billion: 0.161%
$2.5 billion and over: 0.153%
|
$03
|
10/31
|
0.0%
|
Fee is based on average daily net assets per annum, that are not invested in other investment companies for which the Adviser or its affiliates (i) serves as adviser and (ii) receives an advisory fee.
|
Eaton Vance NextShares Trust II
|
Eaton Vance TABS 5-to-15 Year Laddered Municipal Bond NextShares
|
Parametric Portfolio Associates LLC
|
Up to $1 billion: 0.1350%
$1 billion but less than $2.5 billion: 0.1288%
$2.5 billion but less than $5 billion: 0.1225%
$5 billion and over: 0.1188%
|
$3,944
|
1/31
|
0.0%
|
Fee is based on average daily net assets per annum, that
are not invested in other investment companies for which the Adviser or its affiliates (i) serves as adviser and (ii) receives
an advisory fee.
|
Portfolio
|
Sub-Adviser
|
Sub-Advisory Fee Schedule
(annual asset rate)1
|
Sub-Advisory Fee Schedule
(daily income rate)1
|
Amount of Sub-Advisory Fee Paid in the Most Recent Fiscal Year (after applicable waivers and reimburse-ments, if any) ($)
|
Fiscal Year End
|
Annual Rate at which Sub-Advisory Fees were Paid
|
Assets on Which Sub-Advisory Fee is Charged (including incorporation of fee reduction agreement language where applicable)
|
Global Income Builder Portfolio
|
Eaton Vance Advisers International Ltd.
|
Up to $500 million: 0.177%
$500 million but less than $1 billion: 0.169%
$1 billion but less than $2.5 billion: 0.161%
$2.5 billion and over: 0.153%
|
None
|
$497,708
|
10/31
|
0.18%
|
Fees are based on average daily net assets.
|
Greater India Portfolio
|
Goldman Sachs Asset Management, L.P.
|
Up to $500 million: 0.475%
$500 million but less than $1 billion: 0.450%
$1 billion but less than $2.5 billion: 0.438%
$2.5 billion but less than $5 billion: 0.426%
$5 billion and over: 0.416%
|
None
|
$1,005,382
|
12/31
|
0.47%
|
Fees are based on average daily net assets.
|
High Income Opportunities Portfolio
|
Eaton Vance Advisers International Ltd.
|
Up to $500 million: 0.045%
$500 million but less than $1 billion: 0.041%
$1 billion but less than $1.5 billion: 0.038%
$1.5 billion but less than $2 billion: 0.034%
$2 billion but less than $3 billion: 0.030%
$3 billion and over: 0.026%
|
Up to $500 million: 0.450%
$500 million but less than $1 billion: 0.413%
$1 billion but less than $1.5 billion: 0.375%
$1.5 billion but less than $2 billion: 0.338%
$2 billion but less than $3 billion: 0.300%
$3 billion and over: 0.263%
|
$288,588
|
10/31
|
0.03%
|
Asset-based fees are based on total daily net
assets.
Income based fees are based on total daily gross
income
|
Tax-Managed International Equity Portfolio
|
Parametric Portfolio Associates LLC
|
Up to $1 billion: 0.2250%
$1 billion but less than $2.5 billion: 0.2125%
$2.5 billion but less than $5 billion: 0.2025%
$5 billion and over: 0.1950%
|
None
|
$153,651
|
10/31
|
0.24%
|
Fees are based on average daily net assets.
|
5-to-15 Year Laddered Municipal Bond Portfolio
|
Parametric Portfolio Associates LLC
|
Up to $1 billion: 0.1350%
$1 billion but less than $2.5 billion: 0.1288%
$2.5 billion but less than $5 billion: 0.1225%
$5 billion and over: 0.1188%
|
None
|
$45,281
|
10/31
|
0.01%
|
Fees are based on average daily net assets.
|
1
Including incorporation of existing fee
reduction agreements where applicable.
2 This
Fund does not currently have a fund-level sub-advisory agreement. The Board is seeking shareholder approval of a new sub-advisory
agreement for this Fund, as described in the proxy statement.
3 Please
see Appendix G for information on the Expense Reimbursement Arrangements.
Appendix G
Expense Reimbursement Arrangements
The expense reimbursements relate to ordinary operating expenses
only and do not include expenses such as: brokerage commissions, acquired fund fees and expenses of unaffiliated funds, borrowing
costs (including borrowing costs of any acquired funds), taxes or litigation expenses.
Trust, Series and Class
|
Contractual
Expense Cap
|
Effective
Date
|
Termination
Date
|
Eaton Vance Growth Trust
|
|
|
|
Atlanta Capital Focused Growth Fund Class A
|
1.05%
|
2/1/2019
|
1/31/20211
|
Atlanta Capital Focused Growth Fund Class C
|
1.80%
|
2/1/2019
|
1/31/20211
|
Atlanta Capital Focused Growth Fund Class I
|
0.80%
|
2/1/2019
|
1/31/20211
|
|
|
|
|
Atlanta Capital Select Equity Fund Class A
|
1.05%
|
2/1/2017
|
1/31/20211
|
Atlanta Capital Select Equity Fund Class C
|
1.80%
|
2/1/2017
|
1/31/20211
|
Atlanta Capital Select Equity Fund Class I
|
0.80%
|
2/1/2017
|
1/31/20211
|
Atlanta Capital Select Equity Fund Class R6
|
0.75%
|
2/1/2017
|
1/31/20211
|
|
|
|
|
Focused Global Opportunities Fund Class I
|
0.95%
|
12/15/2015
|
3/31/2021
|
|
|
|
|
Focused Value Opportunities Fund Class A
|
1.05%
|
6/30/2014
|
6/30/2021
|
Focused Value Opportunities Fund Class C
|
1.80%
|
6/30/2014
|
6/30/2021
|
Focused Value Opportunities Fund Class I
|
0.80%
|
6/30/2014
|
6/30/2021
|
|
|
|
|
Hexavest Global Equity Fund Class A*
|
1.15%
|
5/1/2017
|
11/30/2021
|
Hexavest Global Equity Fund Class C*
|
1.90%
|
5/1/2017
|
11/30/2021
|
Hexavest Global Equity Fund Class I*
|
0.90%
|
5/1/2017
|
11/30/2021
|
|
|
|
|
Hexavest International Equity Fund Class A*
|
1.15%
|
5/1/2017
|
11/30/2021
|
Hexavest International Equity Fund Class I*
|
0.90%
|
5/1/2017
|
11/30/2021
|
|
|
|
|
International Small-Cap Fund Class A
|
1.40%
|
12/15/2015
|
3/31/2021
|
International Small-Cap Fund Class I
|
1.15%
|
12/15/2015
|
3/31/2021
|
|
|
|
|
Worldwide Health Sciences Fund Class A
|
1.15%
|
4/28/2018
|
12/31/20202
|
Worldwide Health Sciences Fund Class C
|
1.90%
|
4/28/2018
|
12/31/20202
|
Worldwide Health Sciences Fund Class I
|
0.90%
|
4/28/2018
|
12/31/20202
|
Worldwide Health Sciences Fund Class R
|
1.40%
|
4/28/2018
|
12/31/20202
|
|
|
|
|
Eaton Vance Municipals Trust II
|
|
|
|
Parametric TABS 1-to-10 Year Laddered Municipal Bond Fund Class A
|
0.65%
|
5/3/2015
|
5/31/2021
|
Parametric TABS 1-to-10 Year Laddered Municipal Bond Fund Class C
|
1.40%
|
5/3/2015
|
5/31/2021
|
Parametric TABS 1-to-10 Year Laddered Municipal Bond Fund Class I
|
0.40%
|
5/3/2015
|
5/31/2021
|
|
|
|
|
Parametric TABS 5-to-15 Year Laddered Municipal Bond Fund Class A
|
0.65%
|
4/15/2015
|
5/31/2021
|
Parametric TABS 5-to-15 Year Laddered Municipal Bond Fund Class C
|
1.40%
|
4/15/2015
|
5/31/2021
|
Parametric TABS 5-to-15 Year Laddered Municipal Bond Fund Class I
|
0.40%
|
4/15/2015
|
5/31/2021
|
|
|
|
|
Parametric TABS 10-to-20 Year Laddered Municipal Bond Fund Class A
|
0.65%
|
5/3/2015
|
5/31/2021
|
Parametric TABS 10-to-20 Year Laddered Municipal Bond Fund Class C
|
1.40%
|
5/3/2015
|
5/31/2021
|
Parametric TABS 10-to-20 Year Laddered Municipal Bond Fund Class I
|
0.40%
|
5/3/2015
|
5/31/2021
|
|
|
|
|
Parametric TABS Intermediate-Term Municipal Bond Fund Class A
|
0.90%
|
6/1/2014
|
5/31/2021
|
Parametric TABS Intermediate-Term Municipal Bond Fund Class C
|
1.65%
|
6/1/2014
|
5/31/2021
|
Parametric TABS Intermediate-Term Municipal Bond Fund Class I
|
0.65%
|
6/1/2014
|
5/31/2021
|
|
|
|
|
|
|
|
|
*Contractual expense cap includes fund fees and expenses from unaffiliated funds.
|
Trust, Series and Class
|
Contractual
Expense Cap
|
Effective
Date
|
Termination
Date
|
Eaton Vance Mutual Funds Trust
|
|
|
|
Core Plus Bond Fund Class A
|
0.74%
|
6/1/2017
|
1/31/20211
|
Core Plus Bond Fund Class C
|
1.49%
|
6/1/2017
|
1/31/20211
|
Core Plus Bond Fund Class I
|
0.49%
|
6/1/2017
|
1/31/20211
|
|
|
|
|
Emerging and Frontier Countries Equity Fund Class A
|
1.65%
|
11/3/2014
|
2/28/2021
|
Emerging and Frontier Countries Equity Fund Class I
|
1.40%
|
11/3/2014
|
2/28/2021
|
|
|
|
|
Emerging Markets Debt Fund Class I
|
0.85%
|
5/1/2018
|
5/31/2021
|
|
|
|
|
Emerging Markets Local Income Fund Class A
|
1.20%
|
1/1/2018
|
2/28/2021
|
Emerging Markets Local Income Fund Class C
|
1.90%
|
1/1/2018
|
2/28/2021
|
Emerging Markets Local Income Fund Class I
|
0.90%
|
1/1/2018
|
2/28/2021
|
|
|
|
|
Global Bond Fund (fka Diversified Currency Income Fund) Class A
|
1.00%
|
10/14/2019
|
2/28/2021
|
Global Bond Fund (fka Diversified Currency Income Fund) Class C
|
1.70%
|
10/14/2019
|
2/28/2021
|
Global Bond Fund (fka Diversified Currency Income Fund) Class I
|
0.70%
|
10/14/2019
|
2/28/2021
|
|
|
|
|
Global Income Builder Fund Class A
|
1.17%
|
5/1/2019
|
2/28/2021
|
Global Income Builder Fund Class C
|
1.92%
|
5/1/2019
|
2/28/2021
|
Global Income Builder Fund Class I
|
0.92%
|
5/1/2019
|
2/28/2021
|
Global Income Builder Fund Class R
|
1.42%
|
5/1/2019
|
2/28/2021
|
|
|
|
|
Global Macro Absolute Return Advantage Fund Class A
|
1.35%
|
1/1/2018
|
2/28/2021
|
Global Macro Absolute Return Advantage Fund Class C
|
2.05%
|
1/1/2018
|
2/28/2021
|
Global Macro Absolute Return Advantage Fund Class I
|
1.05%
|
1/1/2018
|
2/28/2021
|
Global Macro Absolute Return Advantage Fund Class R
|
1.55%
|
1/1/2018
|
2/28/2021
|
Global Macro Absolute Return Advantage Fund Class R6
|
1.02%
|
1/1/2018
|
2/28/2021
|
|
|
|
|
Global Small-Cap Equity Fund Class A
|
1.35%
|
1/1/2018
|
2/28/2021
|
Global Small-Cap Equity Fund Class C
|
2.10%
|
1/1/2018
|
2/28/2021
|
Global Small-Cap Equity Fund Class I
|
1.10%
|
1/1/2018
|
2/28/2021
|
|
|
|
|
Government Opportunities Fund Class A
|
1.05%
|
3/1/2020
|
2/28/2021
|
Government Opportunities Fund Class C
|
1.80%
|
3/1/2020
|
2/28/2021
|
Government Opportunities Fund Class I
|
0.80%
|
3/1/2020
|
2/28/2021
|
Government Opportunities Fund Class R
|
1.30%
|
3/1/2020
|
2/28/2021
|
|
|
|
|
Multi-Asset Credit Fund Class A
|
0.99%
|
8/15/2018
|
2/28/2021
|
Multi-Asset Credit Fund Class C
|
1.74%
|
8/15/2018
|
2/28/2021
|
Multi-Asset Credit Fund Class I
|
0.74%
|
8/15/2018
|
2/28/2021
|
Multi-Asset Credit Fund Class R6
|
0.69%
|
12/16/2019
|
2/28/2021
|
|
|
|
|
Parametric Dividend Income Fund Investor Class
|
0.65%
|
11/1/2016
|
6/30/2021
|
Parametric Dividend Income Fund Institutional Class
|
0.40%
|
11/1/2016
|
6/30/2021
|
|
|
|
|
Parametric International Equity Fund Class A
|
0.75%
|
11/1/2016
|
5/31/2021
|
Parametric International Equity Fund Institutional Class
|
0.50%
|
11/1/2016
|
5/31/2021
|
Parametric International Equity Fund Class R
|
1.00%
|
11/1/2016
|
5/31/2021
|
Parametric International Equity Fund Class R6
|
0.47%
|
11/1/2016
|
5/31/2021
|
|
|
|
|
Parametric Tax-Managed International Equity Fund Investor Class
|
1.05%
|
3/1/2017
|
2/28/2021
|
Parametric Tax-Managed International Equity Fund Class C
|
1.80%
|
3/1/2017
|
2/28/2021
|
Parametric Tax-Managed International Equity Fund Institutional Class
|
0.80%
|
3/1/2017
|
2/28/2021
|
|
|
|
|
Short Duration High Income Fund Class A
|
0.90%
|
1/1/2017
|
2/28/2021
|
Short Duration High Income Fund Class I
|
0.65%
|
1/1/2017
|
2/28/2021
|
|
|
|
|
Trust, Series and Class
|
Contractual
Expense Cap
|
Effective
Date
|
Termination
Date
|
Eaton Vance Mutual Funds Trust (continued)
|
|
|
|
Stock Fund Class A
|
0.98%
|
1/1/2016
|
4/30/2021
|
Stock Fund Class C
|
1.73%
|
1/1/2016
|
4/30/2021
|
Stock Fund Class I
|
0.73%
|
1/1/2016
|
4/30/2021
|
|
|
|
|
Eaton Vance NextShares Trust
|
|
|
|
Global Income Builder NextShares
|
0.85%
|
5/1/2019
|
2/28/2021
|
Stock NextShares
|
0.65%
|
2/25/2016
|
4/30/2021
|
|
|
|
|
Eaton Vance NextShares Trust II
|
|
|
|
TABS 5-to-15 Year Laddered Municipal Bond NextShares
|
0.35%
|
3/28/2016
|
5/31/2021
|
|
|
|
|
Eaton Vance Series Fund, Inc.
|
|
|
|
Emerging Markets Debt Opportunities Fund Class A
|
1.15%
|
9/3/2015
|
11/30/2021
|
Emerging Markets Debt Opportunities Fund Class I
|
0.90%
|
9/3/2015
|
11/30/2021
|
Emerging Markets Debt Opportunities Fund Class R6
|
0.85%
|
9/3/2015
|
11/30/2021
|
|
|
|
|
Eaton Vance Series Trust II
|
|
|
|
Income Fund of Boston Class A
|
1.00%
|
3/1/2020
|
2/28/2021
|
Income Fund of Boston Class C
|
1.75%
|
3/1/2020
|
2/28/2021
|
Income Fund of Boston Class I
|
0.75%
|
3/1/2020
|
2/28/2021
|
Income Fund of Boston Class R
|
1.25%
|
3/1/2020
|
2/28/2021
|
Income Fund of Boston Class R6
|
0.66%
|
3/1/2020
|
2/28/2021
|
|
|
|
|
Eaton Vance Special Investment Trust
|
|
|
|
Core Bond Fund Class A
|
0.74%
|
6/1/2017
|
4/30/2021
|
Core Bond Fund Class I
|
0.49%
|
6/1/2017
|
4/30/2021
|
|
|
|
|
Growth Fund Class A
|
1.05%
|
7/10/2014
|
4/30/2021
|
Growth Fund Class C
|
1.80%
|
7/10/2014
|
4/30/2021
|
Growth Fund Class I
|
0.80%
|
7/10/2014
|
4/30/2021
|
Growth Fund Class R
|
1.30%
|
7/10/2014
|
4/30/2021
|
|
|
|
|
Real Estate Fund Class A
|
1.25%
|
5/1/2007
|
4/30/2021
|
Real Estate Fund Class I
|
1.00%
|
6/8/2010
|
4/30/2021
|
|
|
|
|
Short Duration Inflation-Protected Income Fund Class A
|
0.75%
|
1/1/2017
|
2/28/2021
|
Short Duration Inflation-Protected Income Fund Class C
|
1.50%
|
1/1/2017
|
2/28/2021
|
Short Duration Inflation-Protected Income Fund Class I
|
0.50%
|
1/1/2017
|
2/28/2021
|
|
|
|
|
Small-Cap Fund Class A
|
1.21%
|
1/1/2019
|
4/30/2021
|
Small-Cap Fund Class C
|
1.96%
|
1/1/2019
|
4/30/2021
|
Small-Cap Fund Class I
|
0.96%
|
1/1/2019
|
4/30/2021
|
Small-Cap Fund Class R
|
1.46%
|
1/1/2019
|
4/30/2021
|
|
|
|
|
Special Equities Fund Class A
|
1.20%
|
10/1/2019
|
4/30/2021
|
Special Equities Fund Class C
|
1.95%
|
10/1/2019
|
4/30/2021
|
Special Equities Fund Class I
|
0.95%
|
10/1/2019
|
4/30/2021
|
1 As of the date of this proxy statement, these expense
reimbursements have been extended to January 31, 2022.
2 As of the date of this proxy statement, these expense
reimbursements have been extended to December 31, 2021.
Appendix H
NUMBER OF SHARES OUTSTANDING AS OF THE RECORD
DATE
Series Name and Classes (if applicable)
|
Number of Shares Outstanding as of December 11, 2020
|
Eaton Vance Growth Trust
|
|
Eaton Vance Atlanta Capital Focused Growth Fund (Classes A, C and I)
|
28,467,884.737
|
Eaton Vance Atlanta Capital Select Equity Fund (Classes A, C, I and R6)
|
33,385,581.457
|
Eaton Vance Atlanta Capital SMID-Cap Fund (Classes A, C, I, R and R6)
|
343,231,768.444
|
Eaton Vance Focused Global Opportunities Fund (Class I)
|
420,915.297
|
Eaton Vance Focused Growth Opportunities Fund (Classes A, C and I)
|
9,985,108.788
|
Eaton Vance Focused Value Opportunities Fund (Classes A, C and I)
|
14,059,744.811
|
Eaton Vance Greater China Growth Fund (Classes A, C and I)
|
4,117,797.140
|
Eaton Vance Hexavest Global Equity Fund (Classes A, C and I)
|
592,868.081
|
Eaton Vance Hexavest International Equity Fund (Classes A and I)
|
4,542,059.361
|
Eaton Vance International Small-Cap Fund (Classes A and I)
|
3,658,258.064
|
Eaton Vance Richard Bernstein All Asset Strategy Fund (Classes A, C and I)
|
51,564,696.375
|
Eaton Vance Richard Bernstein Equity Strategy Fund (Classes A, C and I)
|
44,135,482.561
|
Eaton Vance Worldwide Health Sciences Fund (Classes A, C, I and R)
|
83,052,320.921
|
|
|
Eaton Vance Investment Trust
|
|
Eaton Vance Floating-Rate Municipal Income Fund (Advisers Class, Classes A and I)
|
40,972,907.089
|
Eaton Vance National Limited Maturity Municipal Income Fund (Classes A, C and I)
|
54,436,252.376
|
Eaton Vance New York Municipal Opportunities Fund (Classes A, C and I)
|
7,780,005.712
|
Eaton Vance Short Duration Municipals Opportunities Fund (Classes A, C and I)
|
79,668,494.257
|
|
|
Eaton Vance Municipals Trust
|
|
Eaton Vance Arizona Municipal Income Fund (Classes A, C and I)
|
7,162,031.368
|
Eaton Vance California Municipal Opportunities Fund (Classes A, C and I)
|
57,215,018.742
|
Eaton Vance Connecticut Municipal Income Fund (Classes A, C and I)
|
7,786,660.256
|
Eaton Vance Georgia Municipal Income Fund (Classes A, C and I)
|
12,103,359.292
|
Eaton Vance Maryland Municipal Income Fund (Classes A, C and I)
|
8,389,057.158
|
Eaton Vance Massachusetts Municipal Income Fund (Classes A, C and I)
|
23,433,360.176
|
Eaton Vance Minnesota Municipal Income Fund (Classes A, C and I)
|
19,162,019.739
|
Eaton Vance Missouri Municipal Income Fund (Classes A, C and I)
|
8,990,438.032
|
Eaton Vance Municipal Opportunities Fund (Classes A, C and I)
|
108,744,306.852
|
Eaton Vance National Municipal Income Fund (Classes A, C and I)
|
357,492,146.272
|
Eaton Vance New Jersey Municipal Income Fund (Classes A, C and I)
|
19,037,104.073
|
Eaton Vance New York Municipal Income Fund (Classes A, C and I)
|
43,164,027.779
|
Eaton Vance North Carolina Municipal Income Fund (Classes A, C and I)
|
16,668,572.704
|
Eaton Vance Ohio Municipal Income Fund (Classes A, C and I)
|
19,791,993.620
|
Eaton Vance Oregon Municipal Income Fund (Classes A, C and I)
|
20,054,282.749
|
Eaton Vance Pennsylvania Municipal Income Fund (Classes A, C and I)
|
22,137,037.091
|
Eaton Vance South Carolina Municipal Income Fund (Classes A, C and I)
|
16,318,680.651
|
Eaton Vance Virginia Municipal Income Fund (Classes A, C and I)
|
8,886,893.437
|
|
|
Eaton Vance Municipals Trust II
|
|
Eaton Vance High Yield Municipal Income Fund (Classes A, C and I)
|
158,675,065.595
|
Parametric TABS Intermediate-Term Municipal Bond Fund (Classes A, C and I)
|
45,460,170.664
|
Parametric TABS Short-Term Municipal Bond Fund (Classes A, C and I)
|
37,921,676.834
|
Parametric TABS 1-to-10 Year Laddered Municipal Bond Fund (Classes A, C and I)
|
7,742,415.937
|
Parametric TABS 5-to-15 Year Laddered Municipal Bond Fund (Classes A, C and I)
|
66,510,619.110
|
Parametric TABS 10-to-20 Year Laddered Municipal Bond Fund (Classes A, C and I)
|
2,039,187.153
|
|
|
Eaton Vance Mutual Funds Trust
|
|
Eaton Vance AMT-Free Municipal Income Fund (Classes A, C and I)
|
35,131,009.135
|
Eaton Vance Core Plus Bond Fund (Classes A, C and I)
|
55,655,009.298
|
Eaton Vance Emerging and Frontier Countries Equity Fund (Classes A and I)
|
14,800,319.921
|
Eaton Vance Emerging Markets Debt Fund (Class I)
|
852,102.441
|
Eaton Vance Emerging Markets Local Income Fund (Classes A, C and I)
|
247,752,956.060
|
Eaton Vance Floating-Rate Advantage Fund (Advisers Class, Classes A, C, I and R6)
|
519,541,954.269
|
Eaton Vance Floating-Rate Fund (Advisers Class, Classes A, C, I and R6)
|
587,751,684.950
|
Eaton Vance Floating-Rate & High Income Fund (Advisers Class, Classes A, C, I and R6)
|
100,043,511.160
|
Eaton Vance Global Bond Fund (Classes A, C and I)
|
6,847,717.046
|
Eaton Vance Global Income Builder Fund (Classes A, C, I and R)
|
28,170,813.869
|
Series Name and Classes (if applicable)
|
Number of Shares Outstanding as of December 11, 2020
|
Eaton Vance Global Macro Absolute Return Advantage Fund (Classes A, C, I, R and R6)
|
263,888,526.767
|
Eaton Vance Global Macro Absolute Return Fund (Classes A, C, I, R and R6)
|
364,355,164.894
|
Eaton Vance Global Small-Cap Equity Fund (Classes A, C and I)
|
2,308,813.000
|
Eaton Vance Government Opportunities Fund (Classes A, C, I and R)
|
72,921,335.339
|
Eaton Vance High Income Opportunities Fund (Classes A, C and I)
|
186,518,093.942
|
Eaton Vance Multi-Asset Credit Fund (Classes A, C, I and R6)
|
39,045,401.982
|
Eaton Vance Short Duration Government Income Fund (Classes A, C and I)
|
1,151,444,437.411
|
Eaton Vance Short Duration High Income Fund (Classes A and I)
|
5,200,776.363
|
Eaton Vance Short Duration Strategic Income Fund (Classes A, C, I and R)
|
245,742,266.060
|
Eaton Vance Stock Fund (Classes A, C and I)
|
4,898,662.534
|
Eaton Vance Tax-Managed Equity Asset Allocation Fund (Classes A, C and I)
|
22,457,679.976
|
Eaton Vance Tax-Managed Global Dividend Income Fund (Classes A, C and I)
|
42,711,205.455
|
Eaton Vance Tax-Managed Growth Fund 1.1 (Classes A, C and I)
|
27,004,187.197
|
Eaton Vance Tax-Managed Growth Fund 1.2 (Classes A, C and I)
|
30,810,726.158
|
Eaton Vance Tax-Managed Multi-Cap Growth Fund (Classes A and C)
|
2,965,988.323
|
Eaton Vance Tax-Managed Small-Cap Fund (Classes A, C and I)
|
4,161,453.178
|
Eaton Vance Tax-Managed Value Fund (Classes A, C and I)
|
20,173,186.446
|
Parametric Commodity Strategy Fund (Investor Class and Institutional Class)
|
72,900,456.359
|
Parametric Dividend Income Fund (Investor Class and Institutional Class)
|
2,287,948.119
|
Parametric Emerging Markets Fund (Investor Class, Institutional Class and Classes C and R6)
|
37,900,331.775
|
Parametric International Equity Fund (Institutional Class and Classes A, R and R6)
|
44,164,274.734
|
Parametric Tax-Managed International Equity Fund (Investor Class, Institutional Class and Class C)
|
2,875,908.919
|
Parametric Volatility Risk Premium – Defensive Fund (Institutional Class)
|
83,684,402.418
|
|
|
Eaton Vance Series Fund, Inc.
|
|
Eaton Vance Emerging Markets Debt Opportunities Fund (Classes A, I and R6)
|
56,096,622.730
|
|
|
Eaton Vance Series Trust
|
|
Eaton Vance Tax-Managed Growth Fund 1.0
|
710,829.961
|
|
|
Eaton Vance Series Trust II
|
|
Eaton Vance Income Fund of Boston (Classes A, C, I, R and R6)
|
1,203,262,214.411
|
Parametric Tax-Managed Emerging Markets Fund (Institutional Class)
|
17,501,441.353
|
|
|
Eaton Vance Special Investment Trust
|
|
Eaton Vance Balanced Fund (Classes A, C, I, R and R6)
|
100,604,419.850
|
Eaton Vance Core Bond Fund (Classes A and I)
|
15,541,357.661
|
Eaton Vance Dividend Builder Fund (Classes A, C and I)
|
56,062,558.181
|
Eaton Vance Greater India Fund (Classes A, C and I)
|
5,769,229.913
|
Eaton Vance Growth Fund (Classes A, C, I and R)
|
11,226,510.209
|
Eaton Vance Large-Cap Value Fund (Classes A, C, I, R and R6)
|
73,313,678.837
|
Eaton Vance Real Estate Fund (Classes A and I)
|
1,940,560.194
|
Eaton Vance Short Duration Inflation-Protected Income Fund (Classes A, C and I)
|
16,668,398.181
|
Eaton Vance Small-Cap Fund (Classes A, C, I and R)
|
7,138,864.219
|
Eaton Vance Special Equities Fund (Classes A, C and I)
|
1,899,049.407
|
|
|
Eaton Vance Variable Trust
|
Eaton Vance VT Floating-Rate Income Fund (Initial Class, ADV Class and Institutional Class)
|
55,480,210.998
|
|
|
Eaton Vance NextShares Trust
|
|
Eaton Vance Global Income Builder NextShares
|
600,000.000
|
Eaton Vance Stock NextShares
|
450,000.000
|
|
|
Eaton Vance NextShares Trust II
|
|
Eaton Vance TABS 5-to-15 Year Laddered Municipal Bond NextShares
|
700,000.000
|
Appendix I
In addition to differences noted in this
Appendix, if any, there may be minor, non-substantive variations among the agreements for certain Funds.
EATON VANCE [TRUST NAME]
FORM OF INVESTMENT ADVISORY AGREEMENT
ON BEHALF OF
EATON VANCE [FUND NAME]
AGREEMENT
made as of this [x]th day of [MONTH], [YEAR], between [TRUST], a Massachusetts business trust (the “Trust”),
on behalf of [FUND NAME] (the “Fund”), and [Eaton Vance Management/Boston Management and Research], a Massachusetts
business trust (the “Adviser”).
1. Duties
of the Adviser. The Trust hereby employs the Adviser to act as investment adviser for and to manage the investment and reinvestment
of the assets of the Fund and to administer its investment affairs, subject to the supervision of the Trustees of the Trust, for
the period and on the terms set forth in this Agreement.
(a) The
Adviser hereby accepts such employment, and undertakes to afford to the Trust the advice and assistance of the Adviser’s
organization in the choice of investments and in the purchase and sale of securities for the Fund and to furnish for the use of
the Fund office space and all necessary office facilities, equipment and personnel for servicing the investments of the Fund and
for administering its investment affairs and to pay the salaries and fees of all officers and Trustees of the Trust who are members
of the Adviser’s organization and all personnel of the Adviser performing services relating to research and investment activities.
The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided
or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust.
(b) The
Adviser shall provide the Trust with such investment management and supervision as the Trust may from time to time consider necessary
for the proper supervision of the Fund’s investments. As investment adviser to the Trust, the Adviser shall furnish continuously
an investment program and shall determine from time to time what securities and other investments shall be acquired, disposed of
or exchanged and what portion of the Fund’s assets shall be held uninvested, subject always to the applicable restrictions
of the Declaration of Trust, By-Laws and registration statement of the Trust under the Investment Company Act of 1940, as amended
(the “1940 Act”). The Adviser is authorized, in its discretion and without prior consultation with the Trust, to buy,
sell, and otherwise trade in any and all types of securities, commodities, derivatives and investment instruments on behalf of
the Fund. Should the Trustees of the Trust at any time, however, make any specific determination as to investment policy for the
Fund and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified
in such notice or until similarly notified that such determination has been revoked. The Adviser shall take, on behalf of the Trust,
all actions that it deems necessary or desirable to implement the investment policies of the Trust and of the Fund.
(c) The
Adviser shall place all orders for the purchase or sale of portfolio investments for the account of the Fund either directly with
the issuer or with brokers, dealers, futures commission merchants, or other market participants selected
by the Adviser, and to that end, the Adviser is authorized as the agent of the Fund to give instructions to the custodian of the
Fund as to deliveries of investments and payments of cash for the account of the Fund. In connection with the selection of such
brokers, dealers, futures commission merchants, or other market participants and the
placing of such orders, the Adviser shall use its best efforts to seek to execute security transactions at prices that are advantageous
to the Fund and (when a
disclosed commission is being charged) at commission rates that
are reasonable in relation to the benefits received. Subject to the policies and procedures adopted by the Board of Trustees of
the Trust, in selecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who
also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934)
to the Adviser and the Adviser is expressly authorized to cause the Trust to pay any broker or dealer who provides such brokerage
and research services a commission for executing a security transaction which is in excess of the amount of commission another
broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of
commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed
in terms of either that particular transaction or the overall responsibilities which the Adviser and its affiliates have with respect
to the Fund and to other accounts over which they exercise investment discretion.
(d) Notwithstanding
the foregoing, the Adviser shall not be deemed to have assumed any duties with respect to, and shall not be responsible for, the
distribution of shares of the Fund, nor shall the Adviser be deemed to have assumed or have any responsibility with respect to
functions specifically assumed by any transfer agent, administration, custodian or shareholder servicing agent of the Trust or
the Fund.
2. Compensation
of the Adviser. For the services, payments and facilities to be furnished hereunder by the Adviser, the Adviser shall be entitled
to receive from the Trust the compensation described on Appendix A hereto.
3. Allocation
of Charges and Expenses. The Adviser shall pay the entire salaries and fees of all of the Trust’s Trustees and officers
employed by the Adviser and who devote part or all of their time to the affairs of the Adviser, and the salaries and fees of such
persons shall not be deemed to be expenses incurred by the Trust for purposes of this Section 3. Except as provided in the foregoing
sentence, it is understood that the Fund will pay all expenses other than those expressly
stated to be payable by the Adviser hereunder, which expenses payable by the Fund shall
include, without implied limitation, (i) expenses of maintaining the Fund and continuing
its existence, (ii) registration of the Trust under the 1940 Act, (iii) commissions, spreads, fees and other expenses connected
with the acquisition, holding and disposition of securities and other investments, (iv) auditing, accounting and legal expenses,
(v) taxes and interest, (vi) governmental fees, (vii) expenses of issue, sale, and redemption of shares, (viii) fees and expenses
of registering, qualifying and maintaining the Trust, the Fund and its shares under
applicable federal and state securities laws and of preparing and filing registration statements, other offering statements or
memoranda, and other reports, forms, and documents required to be filed by the Trust on behalf of the Fund with the Securities
and Exchange Commission (the “SEC”) or any other regulatory body, and for printing and distributing the same to shareholders;
(ix) expenses of reports and notices to shareholders and of meetings of shareholders and proxy solicitations therefor; (x) expenses
of reports to governmental officers and commissions; (xi) insurance expenses; (xii) association membership dues; (xiii) fees, expenses
and disbursements of custodians and subcustodians for all services to the Fund (including
without limitation safekeeping of funds, securities and other investments, keeping of books, accounts and records, and determination
of net asset values); (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, shareholder servicing
agents and registrars for all services to the Fund; (xv) expenses for servicing shareholder
accounts; (xvi) any direct charges to the Fund or shareholders approved by the Trustees of the Trust; (xvii) compensation and expenses
of Trustees of the Trust who are not members of the Adviser’s organization; (xviii) all payments to be made and expenses
to be assumed by the Fund in connection with the distribution of Fund shares, (xix) any pricing or valuation services employed
by the Fund to value its investments including primary and comparative valuation services; (xx) any investment advisory, sub-investment
advisory, or similar management fee payable by the Fund, (xxi) all expenses incurred in connection with the Fund’s use of
a line of credit, and (xxii) such non-recurring items as may arise, including expenses incurred in connection with litigation,
proceedings and claims and the obligation of the Trust to indemnify its Trustees, officers and shareholders with respect thereto.
4. Other
Interests. It is understood that Trustees and officers of the Trust and shareholders of the Fund
are or may be or become interested in the Adviser as trustees, officers, employees, shareholders or otherwise and that trustees,
officers, employees and shareholders of the Adviser are or may be or become similarly interested in the Fund,
and that the Adviser may be or become interested in the Fund as a shareholder or otherwise.
It is also understood that trustees, officers, employees and shareholders of the Adviser may be or become interested (as directors,
trustees, officers, employees, shareholders or otherwise) in other companies or entities (including, without limitation, other
investment companies) that the Adviser may organize, sponsor or acquire, or with which it may merge or consolidate, and which may
include the words “Eaton Vance” [or “Boston Management and Research”] or any combination thereof as part
of their name, and that the Adviser or its subsidiaries or affiliates may enter into advisory or management agreements or other
contracts or relationships with such other companies or entities.
5. Limitation
of Liability of the Adviser. In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations
or duties hereunder on the part of the Adviser, the Adviser shall not be subject to liability to the Trust or the Fund
or to any shareholder of the Fund for any act or omission in the course of,
or connected with, rendering services hereunder or for any losses that may be sustained in the acquisition, holding or disposition
of any security or other investment[,provided that the Adviser acted in good faith and in a manner it reasonably believed
to be in the best interest of the Fund].1
A copy of the Declaration of Trust of the Adviser
is on file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that this Agreement is executed
on behalf of the Adviser by an officer in his or her capacity as an officer and not individually. The Trust expressly acknowledges
the provisions in the Declaration of Trust of the Adviser limiting the personal liability of the trustees, officers, and shareholders
of the Adviser, and the Trust hereby agrees that it shall have recourse to the Adviser for payment of claims or obligations as
between the Adviser and the Trust arising out of this Agreement and shall not seek satisfaction from the trustees, officers, or
shareholders of the Adviser.
6. Sub-Investment
Advisers. The Adviser may employ one or more sub-investment advisers from time to time to perform any of the Adviser’s
duties under this Agreement, upon such terms and conditions as may be agreed upon between the Adviser and such sub-investment adviser
and approved by the Trustees of the Trust, all as permitted by the 1940 Act. The performance of each such sub-investment adviser
of its obligation under any such agreement shall be supervised by the Adviser. Further, the Adviser may, with the approval of the
Trustees of the Trust and without the vote of any shareholders of the Fund, terminate any agreement with any sub-investment adviser
and/or enter into an agreement with one or more other sub-investment advisers, all as permitted by the 1940 Act and the rules thereunder.
In the event a sub-investment adviser is employed, the Adviser retains the authority to immediately
assume responsibility for any functions delegated to a sub-investment adviser, subject to approval by the Board and notice to the
sub-investment adviser.
7. Duration
and Termination of this Agreement. This Agreement shall become effective upon the date of its execution, and, unless terminated
as herein provided, shall remain in full force and effect through and including the second anniversary of the execution of this
Agreement and shall continue in full force and effect indefinitely thereafter, but only so long as such continuance after such
second anniversary is specifically approved at least annually (i) by the Board of Trustees of the Trust or by vote of a majority
of the outstanding voting securities of the Fund and (ii) by the vote of a majority
of those Trustees of the Trust who are not interested persons of the Adviser or the Trust cast in person at a meeting called for
the purpose of voting on such approval.
___________________
[1] The bracketed language will be included for AMT-Free
Municipal Income Fund only.
Either party hereto may, at any time on sixty
(60) days’ prior written notice to the other, terminate this Agreement without the payment of any penalty, by action of Trustees
of the Trust or the trustees of the Adviser, as the case may be, and the Trust may, at any time upon such written notice to the
Adviser, terminate this Agreement by vote of a majority of the outstanding voting securities of the Fund.
This Agreement shall terminate automatically in the event of its assignment.
8. Amendments
of the Agreement. This Agreement may be amended by a writing signed by both parties hereto, provided that no amendment to this
Agreement shall be effective until approved in a manner consistent with the requirements of the 1940 Act.
9. Limitation
of Liability of Trustees and Officers of the Trust. A copy of the Declaration of Trust of the Trust is on file with the Secretary
of The Commonwealth of Massachusetts, and notice is hereby given that this Agreement is executed on behalf of the Trust by an officer
in his or her capacity as an officer and not individually. The Adviser expressly acknowledges the provisions in the Declaration
of Trust of the Trust limiting the personal liability of the Trustees and officers of the Trust and the shareholders of the Fund,
and the Adviser hereby agrees that it shall have recourse to the Trust or the Fund for payment of claims or obligations as between
the Trust or the Fund and the Adviser arising out of this Agreement and shall not seek satisfaction from the Trustees, officers,
or shareholders or any Trustee or officer of the Trust or shareholder of the Fund.
10. Use
of the Name “Eaton Vance”. The Adviser hereby consents to the use by the Fund of the name “Eaton Vance”
as part of the Fund’s name; provided, however, that such consent shall be conditioned upon the employment of the Adviser
or one of its affiliates as the investment adviser of the Fund. The name “Eaton Vance” or any variation thereof may
be used from time to time in other connections and for other purposes by the Adviser and its affiliates and other investment companies
that have obtained consent to the use of the name “Eaton Vance.” The Adviser shall have the right to require the Fund
to cease using the name “Eaton Vance” as part of the Fund’s name if the Fund ceases, for any reason, to employ
the Adviser or one of its affiliates as the Fund’s investment adviser. Future names adopted by the Fund for itself, insofar
as such names include identifying words requiring the consent of the Adviser, shall be the property of the Adviser and shall be
subject to the same terms and conditions.
11. No
Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any person not
a party hereto any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
12. Non-Exclusive
Services. The services of the Adviser to the Fund are not to be deemed to be exclusive,
the Adviser being free to render services to others and engage in other business activities. It is understood that the Adviser
and its affiliates perform investment services, including rendering investment advice, to varied clients. It is understood that
the Adviser or any of its affiliates may give advice or take action for other accounts that may differ from, conflict with or be
adverse to advice given or taken for the Fund. It is understood that certain securities or instruments may be held in some accounts
but not in others, or the accounts may have different levels of holdings in certain securities or instruments and the accounts
may remit different levels of fees to the Adviser. In addition, it is understood that the Adviser or any of its affiliates may
give advice or take action with respect to the investments of the Fund that may not be given or taken with respect to one or more
accounts with similar investment programs, objectives, and strategies. The Fund acknowledges that the Adviser, its affiliates and
their respective officers, directors, and/or employees may from time to time have positions in or transact in securities and other
investments recommended to clients, including the Fund. Such transactions may differ from or be inconsistent with the advice given,
or the timing or nature of the Adviser’s action or actions with respect to the Fund. The Adviser may aggregate the Fund’s
orders with orders of its proprietary accounts and/or orders of other clients.
13. Certain
Definitions. The terms “assignment” and “interested persons” when used herein shall have the respective
meanings specified in the 1940 Act as now in effect or as hereafter amended subject, however, to such exemptions as may be granted
by any rule, regulation or order by the SEC. The term “vote of a majority of the outstanding voting securities” shall
mean the vote, at a meeting of shareholders, of the lesser of (a) 67 per centum or more of the shares of the Fund present or represented
by proxy at the meeting if the shareholders of more than 50 per centum of the outstanding shares of the Fund are present or represented
by proxy at the meeting, or (b) more than 50 per centum of the outstanding shares of the Fund. In addition, where the effect of
a requirement of the 1940 Act reflected in any provision of this Agreement is modified or interpreted by any applicable order or
orders of the SEC, any rules or regulations adopted by, or interpretative releases of, the SEC, or any applicable guidance issued
by the staff of the SEC, such provision will be deemed to incorporate the effect of such order, rule, regulation, interpretative
release, or guidance.
14. Miscellaneous.
(a) If
any term or provision of this Agreement or the application thereof to any person or circumstance is held to be invalid or unenforceable
to any extent, the remainder of this Agreement or the application of such provision to other persons or circumstances shall not
be affected thereby and shall be enforced to the fullest extent permitted by law.
(b) This
Agreement shall be governed by and interpreted in accordance with the laws of The Commonwealth of Massachusetts.
(c) This
Agreement may be executed by the parties hereto in any number of counterparts, and all of said counterparts taken together shall
be deemed to constitute one and the same instrument.
[Signature page follows]
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.
EATON VANCE [TRUST NAME] on behalf of
EATON VANCE [FUND NAME]
By:
[FUND PRESIDENT]
President
and not individually
[EATON
VANCE MANAGEMENT/BOSTON MANAGEMENT AND RESEARCH]
By:
[NAME OF
VICE PRESIDENT]
Vice President
and not individually
APPENDIX A
For the services, payments and facilities furnished
by the Adviser under this Agreement, the Adviser is entitled to receive from the [Trust/Fund] compensation as set forth below:
[INSERT ADVISORY FEE AND BREAKPOINT SCHEDULE]
In case of initiation or termination of the
Agreement during any month with respect to the Fund, the fee for that month shall be
reduced proportionately on the basis of the number of calendar days during which the Agreement is in effect.
The Fund’s daily net assets shall be computed
in accordance with the Declaration of Trust of the Trust and any applicable votes and determinations of the Trustees of the Trust.
Such compensation shall be paid monthly in arrears. The Adviser may, from time to time, waive all or a part of the above compensation.
Appendix J
In addition to differences noted in this
Appendix, if any, there may be minor, non-substantive variations among the agreements for certain Series.
EATON VANCE [TRUST NAME/SERIES FUND, INC.]
FORM OF INVESTMENT ADVISORY AND ADMINISTRATIVE
AGREEMENT
ON BEHALF OF
EATON VANCE [FUND NAME]
AGREEMENT
made as of this [x] day of [MONTH], [YEAR], between [[TRUST], a Massachusetts business trust (the “Trust”)/Eaton Vance
Series Fund, Inc., a Maryland corporation (the “Corporation”)], on behalf of [FUND NAME] (the “Fund”),
and Eaton Vance Management, a Massachusetts business trust (“Eaton Vance”).
1. Duties
of Eaton Vance. The [Trust/Corporation] hereby employs Eaton Vance to act as investment adviser for and to manage the investment
and reinvestment of the assets of the Fund and to administer its affairs, subject to the supervision of the [Trustees of the Trust/Directors
of the Corporation], for the period and on the terms set forth in this Agreement.
(a) Eaton
Vance hereby accepts such employment, and undertakes to afford to the [Trust/Corporation] the advice and assistance of Eaton Vance’s
organization in the choice of investments and in the purchase and sale of securities and in the administration of the Fund and
to furnish for the use of the Fund office space and all necessary office facilities, equipment and personnel for servicing the
investments of the Fund and for administering its affairs and to pay the salaries and fees of all officers and [Trustees of the
Trust/Directors of the Corporation] who are members of Eaton Vance’s organization and all personnel of Eaton Vance performing
services relating to research and investment and administrative activities. Eaton Vance shall for all purposes herein be deemed
to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or
represent the [Trust/Corporation] in any way or otherwise be deemed an agent of the [Trust/Corporation].
In connection
with its responsibilities as administrator of the Fund, Eaton Vance will:
|
·
|
assist in preparing all annual, semi-annual
and other reports required to be sent to Fund shareholders and/or filed with the Securities and Exchange Commission (“SEC”),
and arrange for such filing and printing and dissemination of such reports to shareholders;
|
|
·
|
review the provision of services by the Fund’s
independent public accounting firm, including, but not limited to, the preparation by such firm of audited financial statements
of the Fund and the Fund’s federal, state and local tax returns; and make such reports and recommendations to the [Trustees
of the Trust/Directors of the Corporation] concerning the performance of the independent accountants as the [Trustees/Directors]
deem appropriate;
|
|
·
|
arrange for the filing with the appropriate
authorities all required federal, state and local tax returns;
|
|
·
|
arrange for the dissemination to shareholders
of the Fund’s proxy materials, and oversee the tabulation of proxies by the Fund’s transfer agent or other duly authorized
proxy tabulator;
|
|
·
|
review and supervise the provision of custodian
services to the Fund; and make such reports and recommendations to the [Trustees/Directors] concerning the provision of such services
as the [Trustees/Directors] deem appropriate;
|
|
·
|
oversee the valuation of all such portfolio
investments and other assets of the Fund as may be designated by the [Trustees/Directors] (subject to any guidelines, directions
and instructions of the [Trustees/Directors]), and review and supervise the calculation of the net asset value of the Fund’s
shares by the custodian;
|
|
·
|
negotiate the terms and conditions under which
transfer agency and dividend disbursing services will be provided to the Fund, and the fees to be paid by the Fund in connection
therewith; review and supervise the provision of transfer agency and dividend disbursing services to the Fund; and make such reports
and recommendations to the [Trustees/Directors] concerning the performance of the Fund’s transfer and dividend disbursing
agent as the [Trustees/Directors] deem appropriate;
|
|
·
|
establish the accounting policies of the Fund;
reconcile accounting issues that may arise with respect to the Fund’s operations; and consult with the Fund’s independent
accountants, legal counsel, custodian, accounting and bookkeeping agents and transfer and dividend disbursing agent as necessary
in connection therewith;
|
|
·
|
determine the amount of all distributions
(if any) to be paid by the Fund to its shareholders; prepare and arrange for the publishing of notices to shareholders regarding
such distributions (if required) and provide the Fund’s transfer and dividend disbursing agent and custodian with such information
as is required for such parties to effect the payment of distributions;
|
|
·
|
review the Fund’s bills and authorize
payments of such bills by the Fund’s custodian;
|
|
·
|
oversee services provided to the Fund by external
counsel;
|
|
·
|
arrange for the preparation and filing of
all other reports, forms, registration statements, and documents required to be filed by the [Trust/Corporation] on behalf of the
Fund with the SEC and any other regulatory body; and
|
|
·
|
provide other internal legal, auditing, accounting
and administrative services as ordinarily required in conducting the Fund’s business affairs.
|
(b) Eaton
Vance shall provide the [Trust/Corporation] with such investment management, administration and supervision as the [Trust/Corporation]
may from time to time consider necessary for the proper supervision of the Fund’s investment and administrative affairs.
As investment adviser to the [Trust/Corporation], Eaton Vance shall furnish continuously an investment program and shall determine
from time to time what securities and other investments shall be acquired, disposed of or exchanged and what portion of the Fund’s
assets shall be held uninvested, subject always to the applicable restrictions of the [Declaration of Trust/Articles of Corporation],
By-Laws and registration statement of the [Trust/Corporation] under the Investment Company Act of 1940, as amended (the “1940
Act”). Eaton Vance is authorized, in its discretion and without prior consultation with the [Trust/Corporation], to buy,
sell, and otherwise trade in any and all types of securities, commodities, derivatives and investment instruments on behalf of
the Fund. Should the [Trustees of the Trust/Directors of the Corporation] at any time, however, make any specific determination
as to investment policy for the Fund and notify Eaton Vance thereof in writing, Eaton Vance shall be bound by such determination
for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. Eaton Vance
shall take, on behalf of the [Trust/Corporation], all actions that it deems necessary or desirable to implement the investment
policies of the [Trust/Corporation] and of the Fund.
(c) Eaton
Vance shall place all orders for the purchase or sale of portfolio investments for the account of the Fund either directly with
the issuer or with brokers, dealers, futures commission merchants, or other market participants selected
by Eaton Vance, and to that end, Eaton Vance is authorized as the agent of the Fund to give instructions to the custodian of the
Fund as to deliveries of investments and payments of cash for the account of the Fund. In connection with
the selection of such brokers, dealers, futures commission merchants, or other market participants and
the placing of such orders, Eaton Vance shall use its best
efforts to seek to execute security transactions
at prices that are advantageous to the Fund and (when a disclosed commission is being charged) at commission rates, that are reasonable
in relation to the benefits received. Subject to the policies and procedures adopted by the Board of [Trustees of the Trust/Directors
of the Corporation], in selecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be
selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange
Act of 1934) to Eaton Vance and Eaton Vance is expressly authorized to cause the [Trust/Corporation] to pay any broker or dealer
who provides such brokerage and research services a commission for executing a security transaction which is in excess of the
amount of commission another broker or dealer would have charged for effecting that transaction if Eaton Vance determines in good
faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by
such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities which Eaton Vance
and its affiliates have with respect to the Fund and to other accounts over which they exercise investment discretion.
(d) Notwithstanding
the foregoing, Eaton Vance shall not be deemed to have assumed any duties with respect to, and shall not be responsible for, the
distribution of shares of the Fund, nor shall Eaton Vance be deemed to have assumed or have any responsibility with respect to
functions specifically assumed by any transfer agent, custodian or shareholder servicing agent of the [Trust/Corporation] or the
Fund.
2. Compensation
of Eaton Vance. For the services, payments and facilities to be furnished hereunder by Eaton Vance, Eaton Vance shall be entitled
to receive from the [Trust/Corporation] the compensation described on Appendix A hereto.
3. Allocation
of Charges and Expenses. Eaton Vance shall pay the entire salaries and fees of all of the [Trust’s Trustees and officers
employed by Eaton Vance and who devote part or all of their time to the affairs of Eaton Vance, and the salaries and fees of such
persons shall not be deemed to be expenses incurred by the [Trust/Corporation] for purposes of this Section 3. Except as provided
in the foregoing sentence, it is understood that the Fund will pay all expenses other
than those expressly stated to be payable by Eaton Vance hereunder, which expenses payable by the Fund
shall include, without implied limitation: (i) expenses of maintaining the Fund and
continuing its existence; (ii) registration of the [Trust/Corporation] under the 1940 Act; (iii) commissions, spreads, fees and
other expenses connected with the acquisition, holding and disposition of securities and other investments; (iv) auditing, accounting
and legal expenses; (v) taxes and interest; (vi) governmental fees; (vii) expenses of issue, sale, and redemption of shares; (viii)
fees and expenses of registering, qualifying, and maintaining the [Trust/Corporation], the Fund,
and its shares under applicable federal and state securities laws and of preparing and filing registration statements, other
offering statements or memoranda, and other reports, forms, and documents required to be filed by the [Trust/Corporation] on behalf
of the Fund with the SEC or any other regulatory body, and for printing and distributing the same to shareholders; (ix) expenses
of reports and notices to shareholders and of meetings of shareholders and proxy solicitations therefor; (x) expenses of reports
to governmental officers and commissions; (xi) insurance expenses; (xii) association membership dues; (xiii) fees, expenses and
disbursements of custodians and subcustodians for all services to the Fund (including
without limitation safekeeping of funds, securities and other investments, keeping of books, accounts and records, and determination
of net asset values); (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, shareholder servicing
agents and registrars for all services to the Fund; (xv) expenses for servicing shareholder
accounts; (xvi) any direct charges to the Fund or shareholders approved by the [Trustees of the Trust/Directors of the Corporation];
(xvii) compensation and expenses of [Trustees of the Trust/Directors of the Corporation] who are not members of Eaton Vance’s
organization; (xviii) all payments to be made and expenses to be assumed by the Fund
in connection with the distribution of Fund shares; (xix) any pricing
or valuation services employed by the Fund to value its investments including primary and comparative valuation services; (xx)
any investment advisory, sub-investment advisory, or similar management fee payable by the Fund; (xxi) all expenses incurred in
connection with the Fund’s use of a line of credit; and (xxii) such non-recurring items as may arise, including expenses
incurred in connection with litigation, proceedings and claims and the obligation of the [Trust/Corporation] to indemnify its [Trustees/Directors],
officers and shareholders with respect thereto.1
4. Other
Interests. It is understood that [Trustees/Directors] and officers of the [Trust/Corporation] and shareholders of the Fund
are or may be or become interested in Eaton Vance as trustees, officers, employees, shareholders or otherwise and that trustees,
officers, employees and shareholders of Eaton Vance are or may be or become similarly interested in the Fund,
and that Eaton Vance may be or become interested in the Fund as a shareholder or otherwise.
It is also understood that trustees, officers, employees and shareholders of Eaton Vance may be or become interested (as directors,
trustees, officers, employees, shareholders or otherwise) in other companies or entities (including, without limitation, other
investment companies) that Eaton Vance may organize, sponsor or acquire, or with which it may merge or consolidate, and which may
include the words “Eaton Vance” or any combination thereof as part of their name, and that Eaton Vance or its subsidiaries
or affiliates may enter into advisory or management agreements or other contracts or relationships with such other companies or
entities.
5. Limitation
of Liability of Eaton Vance. In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations
or duties hereunder on the part of Eaton Vance, Eaton Vance shall not be subject to liability to the [Trust/Corporation] or the
Fund or to any shareholder of the Fund for
any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in
the acquisition, holding or disposition of any security or other investment.
A copy of the Declaration of Trust of Eaton
Vance is on file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that this Agreement is executed
on behalf of Eaton Vance by an officer in his or her capacity as an officer and not individually. The [Trust/Corporation] expressly
acknowledges the provisions in the Declaration of Trust of Eaton Vance limiting the personal liability of the trustees, officers,
and shareholders of Eaton Vance, and the [Trust/Corporation] hereby agrees that it shall have recourse to Eaton Vance for payment
of claims or obligations as between Eaton Vance and the [Trust/Corporation] arising out of this Agreement and shall not seek satisfaction
from the trustees, officers or shareholders of Eaton Vance.
6. Sub-Investment
Advisers and Sub-Administrators. Eaton Vance may employ one or more sub-investment advisers or sub-administrators from time
to time to perform any of Eaton Vance’s duties under this Agreement, upon such terms and conditions as may be agreed upon
between Eaton Vance and such sub-investment adviser or sub-administrator and approved by the [Trustees of the Trust/Directors of
the Corporation], all as permitted by the 1940 Act. The performance of each such sub-investment adviser or sub-administrator of
its obligation under any such agreement shall be supervised by Eaton Vance. Further, Eaton Vance may, with the approval of the
[Trustees of the Trust/Directors of the Corporation] and without the vote of any shareholders of the Fund, terminate any agreement
with any sub-investment adviser or sub-administrator and/or enter into an agreement with one or more other sub-investment advisers
or sub-administrators, all as permitted by the 1940 Act and the rules thereunder. In the event
a sub-adviser or sub-administrator is employed, Eaton Vance retains the authority to immediately assume responsibility for any
functions delegated to a sub-adviser or sub-administrator, subject to approval by the Board and notice to the sub-adviser or sub-administrator.
___________________
[1] For each of
Eaton Vance Stock NextShares, Eaton Vance Global Income Builder NextShares and Eaton Vance TABS 5-to-15 Year Laddered Municipal
Bond NextShares, such expenses payable by the Fund shall include, without implied limitation, the expenses of any agent employed
by the Fund to calculate intraday indicative net asset values.
7. Duration
and Termination of this Agreement. This Agreement shall become effective upon the date of its execution, and, unless terminated
as herein provided, shall remain in full force and effect through and including the second anniversary of the execution of this
Agreement and shall continue in full force and effect indefinitely thereafter, but only so long as such continuance after such
second anniversary is specifically approved at least annually (i) by the Board of [Trustees of the Trust/Directors of the Corporation]
or by vote of a majority of the outstanding voting securities of the Fund and (ii)
by the vote of a majority of those [Trustees of the Trust/Directors of the Corporation] who are not interested persons of Eaton
Vance or the [Trust/Corporation] cast in person at a meeting called for the purpose of voting on such approval.
Either party hereto may, at any time on sixty
(60) days’ prior written notice to the other, terminate this Agreement without the payment of any penalty, by action of [Trustees
of the Trust/Directors of the Corporation] or the trustees of Eaton Vance, as the case may be, and the [Trust/Corporation] may,
at any time upon such written notice to Eaton Vance, terminate this Agreement by vote of a majority of the outstanding voting securities
of the Fund. This Agreement shall terminate automatically in the event of its assignment.
8. Amendments
of the Agreement. This Agreement may be amended by a writing signed by both parties hereto, provided that no amendment to this
Agreement shall be effective until approved in a manner consistent with the requirements of the 1940 Act.
9. Limitation
of Liability of [Trustees/Directors] and Officers of the [Trust/Corporation]. A copy of the [Declaration of Trust of the Trust/Articles
of Incorporation of the Corporation] is on file with the Secretary of [The Commonwealth of Massachusetts/the State of Maryland],
and notice is hereby given that this Agreement is executed on behalf of the [Trust/Corporation] by an officer in his or her capacity
as an officer and not individually. Eaton Vance expressly acknowledges the provisions in the [Declaration of Trust of the Trust/Articles
of Incorporation of the Corporation] limiting the personal liability of the [Trustees/Directors] and officers of the [Trust/Corporation]
and the shareholders of the Fund, and Eaton Vance hereby agrees that it shall have recourse to the [Trust/Corporation] or the Fund
for payment of claims or obligations as between the [Trust/Corporation] or the Fund and Eaton Vance arising out of this Agreement
and shall not seek satisfaction from the [Trustees/Directors], officers, or shareholders or any [Trustee/Director] or officer of
the [Trust/Corporation] or shareholder of the Fund.
10. Use
of the Name “Eaton Vance”. Eaton Vance hereby consents to the use by the Fund of the name “Eaton Vance”
as part of the Fund’s name; provided, however, that such consent shall be conditioned upon the employment of Eaton Vance
or one of its affiliates as the investment adviser or administrator of the Fund. The name “Eaton Vance” or any variation
thereof may be used from time to time in other connections and for other purposes by Eaton Vance and its affiliates and other investment
companies that have obtained consent to the use of the name “Eaton Vance.” Eaton Vance shall have the right to require
the Fund to cease using the name “Eaton Vance” as part of the Fund’s name if the Fund ceases, for any reason,
to employ Eaton Vance or one of its affiliates as the Fund’s investment adviser or administrator. Future names adopted by
the Fund for itself, insofar as such names include identifying words requiring the consent of Eaton Vance, shall be the property
of Eaton Vance and shall be subject to the same terms and conditions.
11. No
Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any person not
a party hereto any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
12. Non-Exclusive
Services. The services of Eaton Vance to the Fund are not to be deemed to be exclusive,
Eaton Vance being free to render services to others and engage in other business activities. It is understood that Eaton Vance
and its affiliates perform investment services, including rendering investment advice, to varied clients. It is understood that
Eaton Vance or any of its affiliates may give advice or take action for other accounts that may differ from, conflict with, or
be adverse to
advice given or taken for the Fund. It is understood that certain
securities or instruments may be held in some accounts but not in others, or the accounts may have different levels of holdings
in certain securities or instruments and the accounts may remit different levels of fees to Eaton Vance. In addition, it is understood
that Eaton Vance or any of its affiliates may give advice or take action with respect to the investments of the Fund that may not
be given or taken with respect to one or more accounts with similar investment programs, objectives, and strategies. The Fund acknowledges
that Eaton Vance, its affiliates, and their respective officers, directors, and/or employees may from time to time have positions
in or transact in securities and other investments recommended to clients, including the Fund. Such transactions may differ from
or be inconsistent with the advice given, or the timing or nature of Eaton Vance’s action or actions with respect to the
Fund. Eaton Vance may aggregate the Fund’s orders with orders of its proprietary accounts and/or orders of other clients.
13. Certain
Definitions. The terms “assignment” and “interested persons” when used herein shall have the respective
meanings specified in the 1940 Act as now in effect or as hereafter amended subject, however, to such exemptions as may be granted
by any rule, regulation or order by the SEC. The term “vote of a majority of the outstanding voting securities” shall
mean the vote, at a meeting of shareholders, of the lesser of (a) 67 per centum or more of the shares of the Fund present or represented
by proxy at the meeting if the shareholders of more than 50 per centum of the outstanding shares of the Fund are present or represented
by proxy at the meeting, or (b) more than 50 per centum of the outstanding shares of the Fund. In addition, where the effect of
a requirement of the 1940 Act reflected in any provision of this Agreement is modified or interpreted by any applicable order or
orders of the SEC or any rules or regulations adopted by, or interpretative releases of, the SEC, or any applicable guidance issued
by the staff of the SEC, such provision will be deemed to incorporate the effect of such order, rule, regulation, interpretative
release, or guidance.
14. Miscellaneous.
(a) If
any term or provision of this Agreement or the application thereof to any person or circumstance is held to be invalid or unenforceable
to any extent, the remainder of this Agreement or the application of such provision to other persons or circumstances shall not
be affected thereby and shall be enforced to the fullest extent permitted by law.
(b) This
Agreement shall be governed by and interpreted in accordance with the laws of The Commonwealth of Massachusetts.
(c) This
Agreement may be executed by the parties hereto in any number of counterparts, and all of said counterparts taken together shall
be deemed to constitute one and the same instrument.
[Signature page follows]
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.
EATON VANCE [TRUST NAME] on behalf of
EATON VANCE [FUND NAME]
By:
[FUND PRESIDENT]
President
and not individually
[EATON VANCE
MANAGEMENT]
By:
[NAME OF
VICE PRESIDENT]
Vice President
and not individually
APPENDIX A
For the services, payments and facilities furnished
by Eaton Vance under this Agreement, Eaton Vance is entitled to receive from the [Trust/Corporation/Fund] compensation as set forth
below:
[INSERT FEE AND BREAKPOINT SCHEDULE]
In case of initiation or termination of the
Agreement during any month with respect to the Fund, the fee for that month shall be
reduced proportionately on the basis of the number of calendar days during which the Agreement is in effect.
The Fund’s daily net assets shall be computed
in accordance with the [Declaration of Trust of the Trust/Articles of Incorporation of the Corporation] and any applicable votes
and determinations of the [Trustees of the Trust/Directors of the Corporation]. Such compensation shall be paid monthly in arrears.
Eaton Vance may, from time to time, waive all or a part of the above compensation.
Appendix K
In addition to differences noted in this
Appendix, if any, there may be minor, non-substantive variations among the agreements for certain Portfolios.
FORM OF INVESTMENT ADVISORY AGREEMENT
ON BEHALF OF
EATON VANCE [PORTFOLIO NAME]
AGREEMENT
made as of this [x]th day of [MONTH], [YEAR], between [PORTFOLIO], a Massachusetts business trust (the “Trust”),
and Boston Management and Research, a Massachusetts business trust (the “Adviser”).
1. Duties
of the Adviser. The Trust hereby employs the Adviser to act as investment adviser for and to manage the investment and reinvestment
of the assets of the Trust and to administer its investment affairs, subject to the supervision of the Trustees of the Trust, for
the period and on the terms set forth in this Agreement.
(a) The
Adviser hereby accepts such employment, and undertakes to afford to the Trust the advice and assistance of the Adviser’s
organization in the choice of investments and in the purchase and sale of securities for the Trust and to furnish for the use of
the Trust office space and all necessary office facilities, equipment and personnel for servicing the investments of the Trust
and for administering its investment affairs and to pay the salaries and fees of all officers and Trustees of the Trust who are
members of the Adviser’s organization and all personnel of the Adviser performing services relating to research and investment
activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise
expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent
of the Trust.
(b) The
Adviser shall provide the Trust with such investment management and supervision as the Trust may from time to time consider necessary
for the proper supervision of the Trust’s investments. As investment adviser to the Trust, the Adviser shall furnish continuously
an investment program and shall determine from time to time what securities and other investments shall be acquired, disposed of
or exchanged and what portion of the Trust’s assets shall be held uninvested, subject always to the applicable restrictions
of the Declaration of Trust, By-Laws and registration statement of the Trust under the Investment Company Act of 1940, as amended
(the “1940 Act”). The Adviser is authorized, in its discretion and without prior consultation with the Trust, to buy,
sell, and otherwise trade in any and all types of securities, commodities, derivatives and investment instruments on behalf of
the Trust. Should the Trustees of the Trust at any time, however, make any specific determination as to investment policy for the
Trust and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified
in such notice or until similarly notified that such determination has been revoked. The Adviser shall take, on behalf of the Trust,
all actions that it deems necessary or desirable to implement the investment policies of the Trust.
(c) The
Adviser shall place all orders for the purchase or sale of portfolio investments for the account of the Trust either directly with
the issuer or with brokers, dealers, futures commission merchants, or other market participants selected
by the Adviser, and to that end, the Adviser is authorized as the agent of the Trust to give instructions to the custodian of the
Trust as to deliveries of investments and payments of cash for the account of the Trust. In connection with the selection of such
brokers, dealers, futures commission merchants, or other market participants and the
placing of such orders, the Adviser shall use its best efforts to seek to execute security transactions at prices that are advantageous
to the Trust and (when a disclosed commission is being charged) at commission rates that are reasonable in relation to the benefits
received. Subject to the policies and procedures adopted by the Board of Trustees of the Trust, in selecting
brokers or dealers qualified to execute a particular transaction,
brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e)
of the Securities Exchange Act of 1934) to the Adviser and the Adviser is expressly authorized to cause the Trust to pay any broker
or dealer who provides such brokerage and research services a commission for executing a security transaction which is in excess
of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines
in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided
by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities which the Adviser
and its affiliates have with respect to the Trust and to other accounts over which they exercise investment discretion.
(d) Notwithstanding
the foregoing, the Adviser shall not be deemed to have assumed any duties with respect to, and shall not be responsible for, the
distribution of interests in the Trust, nor shall the Adviser be deemed to have assumed or have any responsibility with respect
to functions specifically assumed by any transfer agent, administration, custodian of the Trust.
2. Compensation
of the Adviser. For the services, payments and facilities to be furnished hereunder by the Adviser, the Adviser shall be entitled
to receive from the Trust the compensation described on Appendix A hereto.
3. Allocation
of Charges and Expenses. The Adviser shall pay the entire salaries and fees of all of the Trust’s Trustees and officers
employed by the Adviser and who devote part or all of their time to the affairs of the Adviser, and the salaries and fees of such
persons shall not be deemed to be expenses incurred by the Trust for purposes of this Section 3. Except as provided in the foregoing
sentence, it is understood that the Trust will pay all expenses other than those expressly
stated to be payable by the Adviser hereunder, which expenses payable by the Trust shall
include, without implied limitation, (i) expenses of maintaining the Trust and continuing
its existence; (ii) registration of the Trust under the 1940 Act; (iii) commissions, spreads, fees and other expenses connected
with the acquisition, holding and disposition of securities and other investments; (iv) auditing, accounting and legal expenses;
(v) taxes and interest; (vi) governmental fees; (vii) expenses of issue, sale, and redemption of interests; (viii) fees and expenses
of registering, qualifying, and maintaining the Trust and its interests under applicable federal and state securities laws and
of preparing and filing registration statements, other offering statements or memoranda, and other reports, forms, and documents
required to be filed by the Trust with the Securities and Exchange Commission (“SEC”) and any other regulatory body,
and for printing and distributing the same to holders of interests in the Trust (“Holders”); (ix) expenses of reports
and notices to Holders and of meetings of Holders and proxy solicitations therefor; (x) expenses of reports to governmental officers
and commissions; (xi) insurance expenses; (xii) association membership dues; (xiii) fees, expenses, and disbursements of custodians
and subcustodians for all services to the Trust (including without limitation safekeeping
of funds, securities and other investments, keeping of books, accounts, and records, and determination of net asset values, book
capital account balances and tax capital account balances); (xiv) fees, expenses and disbursements of transfer agents, dividend
disbursing agents, Holder servicing agents and registrars for all services to the Trust;
(xv) expenses for servicing the account of Holders; (xvi) any direct charges to the Trust or Holders approved by the Trustees of
the Trust; (xvii) compensation and expenses of Trustees of the Trust who are not members of the Adviser’s organization; (xviii)
all payments to be made and expenses to be assumed by the Trust in connection with the distribution of interests in the Trust;
(xix) any pricing or valuation services employed by the Trust to value its investments including primary and comparative valuation
services; (xx) any investment advisory, sub-investment advisory, or similar management fees payable by the Trust; (xxi) all expenses
incurred in connection with the Trust’s use of a line of credit; and (xxii) such non-recurring items as may arise, including
expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees,
officers, and Holders with respect thereto.
4. Other
Interests. It is understood that Trustees, officers, and Holders of the Trust are or may be or become interested in the Adviser
as trustees, officers, employees, shareholders or otherwise and that trustees, officers, employees and shareholders of the Adviser
are or may be or become similarly interested in the Trust, and that the Adviser may
be or become interested in the Trust as a Holder or otherwise. It is also understood
that trustees, officers, employees and shareholders of the Adviser may be or become interested (as directors, trustees, officers,
employees, shareholders or otherwise) in other companies or entities (including, without limitation, other investment companies)
that the Adviser may organize, sponsor or acquire, or with which it may merge or consolidate, and which may include the words “Eaton
Vance” [or “Boston Management and Research”] or any combination thereof as part of their name, and that the Adviser
or its subsidiaries or affiliates may enter into advisory or management agreements or other contracts or relationships with such
other companies or entities.
5. Limitation
of Liability of the Adviser. In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations
or duties hereunder on the part of the Adviser, the Adviser shall not be subject to liability to the Trust or to any Holder of
interests in the Trust for any act or omission in the course of, or connected with,
rendering services hereunder or for any losses that may be sustained in the acquisition, holding or disposition of any security
or other investment.
A copy of the Declaration of Trust of the Adviser
is on file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that this Agreement is executed
on behalf of the Adviser by an officer in his or her capacity as an officer and not individually. The Trust expressly acknowledges
the provisions in the Declaration of Trust of the Adviser limiting the personal liability of the trustees, officers, and shareholders
of the Adviser, and the Trust hereby agrees that it shall have recourse to the Adviser for payment of claims or obligations as
between the Adviser and the Trust arising out of this Agreement and shall not seek satisfaction from the trustees, officers, or
shareholders of the Adviser.
6. Sub-Investment
Advisers. The Adviser may employ one or more sub-investment advisers from time to time to perform any of the Adviser’s
duties under this Agreement, upon such terms and conditions as may be agreed upon between the Adviser and such sub-investment adviser
and approved by the Trustees of the Trust, all as permitted by the 1940 Act. The performance of each such sub-investment adviser
of its obligation under any such agreement shall be supervised by the Adviser. Further, the Adviser may, with the approval of the
Trustees of the Trust and without the vote of any Holders of the Trust, terminate any agreement with any sub-investment adviser
and/or enter into an agreement with one or more other sub-investment advisers, all as permitted by the 1940 Act and the rules thereunder.
In the event a sub-investment adviser is employed, the Adviser retains the authority to immediately
assume responsibility for any functions delegated to a sub-investment adviser, subject to approval by the Board and notice to the
sub-investment adviser.
7. Duration
and Termination of this Agreement. This Agreement shall become effective upon the date of its execution, and, unless terminated
as herein provided, shall remain in full force and effect through and including the second anniversary of the execution of this
Agreement and shall continue in full force and effect indefinitely thereafter, but only so long as such continuance after such
second anniversary is specifically approved at least annually (i) by the Board of Trustees of the Trust or by vote of a majority
of the outstanding voting securities of the Trust and (ii) by the vote of a majority
of those Trustees of the Trust who are not interested persons of the Adviser or the Trust cast in person at a meeting called for
the purpose of voting on such approval.
Either party hereto may, at any time on sixty
(60) days’ prior written notice to the other, terminate this Agreement without the payment of any penalty, by action of Trustees
of the Trust or the trustees of the Adviser, as the case may be, and the Trust may, at any time upon such written notice to the
Adviser, terminate this Agreement by vote of a majority of the outstanding voting securities of the Trust.
This Agreement shall terminate automatically in the event of its assignment.
8. Amendments
of the Agreement. This Agreement may be amended by a writing signed by both parties hereto, provided that no amendment to this
Agreement shall be effective until approved in a manner consistent with the requirements of the 1940 Act.
9. Limitation
of Liability of Trustees and Officers of the Trust. A copy of the Declaration of Trust of the Trust is on file with the Secretary
of The Commonwealth of Massachusetts, and notice is hereby given that this Agreement is executed on behalf of the Trust by an officer
in his or her capacity as an officer and not individually. The Adviser expressly acknowledges the provisions in the Declaration
of Trust of the Trust limiting the personal liability of the Trustees, officers, and Holders of the Trust, and the Adviser hereby
agrees that it shall have recourse to the Trust for payment of claims or obligations as between the Trust and the Adviser arising
out of this Agreement and shall not seek satisfaction from the Trustees, officers, or Holders or any Trustee, officer, or Holder
of the Trust.
10. Use
of the Name “Eaton Vance”. The Adviser hereby consents to the use by the Trust of the name “Eaton Vance”
as part of the Trust’s name; provided, however, that such consent shall be conditioned upon the employment of the Adviser
or one of its affiliates as the investment adviser of the Trust. The name “Eaton Vance” or any variation thereof may
be used from time to time in other connections and for other purposes by the Adviser and its affiliates and other investment companies
that have obtained consent to the use of the name “Eaton Vance.” The Adviser shall have the right to require the Trust
to cease using the name “Eaton Vance” as part of the Trust’s name if the Trust ceases, for any reason, to employ
the Adviser or one of its affiliates as the Trust’s investment adviser. Future names adopted by the Trust for itself, insofar
as such names include identifying words requiring the consent of the Adviser, shall be the property of the Adviser and shall be
subject to the same terms and conditions.
11. No
Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any person not
a party hereto any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
12. Non-Exclusive
Services. The services of the Adviser to the Trust are not to be deemed to be exclusive,
the Adviser being free to render services to others and engage in other business activities. It is understood that the Adviser
and its affiliates perform investment services, including rendering investment advice, to varied clients. It is understood that
the Adviser or any of its affiliates may give advice or take action for other accounts that may differ from, conflict with or be
adverse to advice given or taken for the Trust. It is understood that certain securities or instruments may be held in some accounts
but not in others, or the accounts may have different levels of holdings in certain securities or instruments and the accounts
may remit different levels of fees to the Adviser. In addition, it is understood that the Adviser or any of its affiliates may
give advice or take action with respect to the investments of the Trust that may not be given or taken with respect to one or more
accounts with similar investment programs, objectives, and strategies. The Trust acknowledges that the Adviser, its affiliates
and their respective officers, directors, and/or employees may from time to time have positions in or transact in securities and
other investments recommended to clients, including the Trust. Such transactions may differ from or be inconsistent with the advice
given, or the timing or nature of the Adviser’s action or actions with respect to the Trust. The Adviser may aggregate the
Trust’s orders with orders of its proprietary accounts and/or orders of other clients.
13. Certain
Definitions. The terms “assignment” and “interested persons” when used herein shall have the respective
meanings specified in the 1940 Act as now in effect or as hereafter amended subject, however, to such exemptions as may be granted
by any rule, regulation or order by the SEC. The term “vote of a majority of the outstanding voting securities” shall
mean the vote, at a meeting of Holders, of the lesser of (a) 67 per centum or more of the shares of the Trust present or represented
at the meeting if Holders of more than 50 per centum of all shares of the Trust present or represented by proxy, or (b) more than
50 per centum of all shares of the Trust. Share(s) may also be referred to herein or in other
documents relating to the Trust as an Interest or Interests. In
addition, where the effect of a requirement of the 1940 Act reflected in any provision of this Agreement is modified or interpreted
by any applicable order or orders of the SEC, any rules or regulations adopted by, or interpretative releases of, the SEC, or any
applicable guidance issued by the staff of the SEC, such provision will be deemed to incorporate the effect of such order, rule,
regulation, interpretative release, or guidance.
14. Miscellaneous.
(a) If
any term or provision of this Agreement or the application thereof to any person or circumstance is held to be invalid or unenforceable
to any extent, the remainder of this Agreement or the application of such provision to other persons or circumstances shall not
be affected thereby and shall be enforced to the fullest extent permitted by law.
(b) This
Agreement shall be governed by and interpreted in accordance with the laws of The Commonwealth of Massachusetts.
(c) This
Agreement may be executed by the parties hereto in any number of counterparts, and all of said counterparts taken together shall
be deemed to constitute one and the same instrument.
[Signature page follows]
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.
EATON VANCE [PORTFOLIO NAME]
By:
[TRUST
PRESIDENT]
President
and not individually
[EATON VANCE
MANAGEMENT]
By:
[NAME OF
VICE PRESIDENT]
Vice President
and not individually
APPENDIX A
For the services, payments and facilities furnished
by the Adviser under this Agreement, the Adviser is entitled to receive from the Trust compensation as set forth below:
[INSERT ADVISORY FEE AND BREAKPOINT SCHEDULE]
In case of initiation or termination of the
Agreement during any month with respect to the Trust, the fee for that month shall
be reduced proportionately on the basis of the number of calendar days during which the Agreement is in effect.
The Trust’s daily net assets shall be
computed in accordance with the Declaration of Trust of the Trust and any applicable votes and determinations of the Trustees of
the Trust. Such compensation shall be paid monthly in arrears. The Adviser may, from time to time, waive all or a part of the above
compensation.
Appendix L
INVESTMENT ADVISORY AGREEMENTS
AND INVESTMENT SUB-ADVISORY AGREEMENTS: DATES AND APPROVALS
Investment Advisory Agreements
|
Date of Current Advisory Agreement
|
Type of Agreement
|
Date Current Advisory Agreement was last Submitted to Shareholder Vote
|
Purpose of Last Submission of Current Advisory Agreement to Shareholder Vote (e.g., Original Approval)1
|
Date of Last Approval by Board of Trustees of and Other Actions Taken with Respect to Continuance of Current Advisory Agreement2
|
Eaton Vance Growth Trust
|
|
|
|
|
|
Eaton Vance Atlanta Capital Focused Growth Fund
|
7/20/2012
|
IAA
|
˗
|
Not Required4
|
4/22/20
|
Eaton Vance Atlanta Capital Select Equity Fund
|
12/30/2011
|
IAAA
|
12/29/2011
|
Original Approval
|
4/22/20
|
Eaton Vance Atlanta Capital SMID-Cap Fund
|
5/18/2018
|
IAA
|
˗
|
Not Required4
|
4/22/20
|
Eaton Vance Focused Global Opportunities Fund
|
12/15/2015
|
IAAA
|
12/16/2015
|
Original Approval
|
4/22/20
|
Eaton Vance Focused Growth Opportunities Fund
|
2/7/2011
|
IAAA
|
3/5/2011
|
Original Approval
|
4/22/20
|
Eaton Vance Focused Value Opportunities Fund
|
2/7/2011
|
IAAA
|
3/5/2011
|
Original Approval
|
4/22/20
|
Eaton Vance Greater China Growth Fund
|
7/31/2012
|
IAA
|
˗
|
Not Required4
|
4/22/20
|
Eaton Vance Hexavest Global Equity Fund
|
8/29/2012
|
IAAA
|
8/28/2012
|
Original Approval
|
4/22/20
|
Eaton Vance Hexavest International Equity Fund
|
8/29/2012
|
IAAA
|
8/28/2012
|
Original Approval
|
4/22/20
|
Eaton Vance International Small-Cap Fund
|
12/15/2015
|
IAAA
|
12/14/2015
|
Original Approval
|
4/22/20
|
Eaton Vance Richard Bernstein All Asset Strategy Fund
|
9/30/2011
|
IAAA
|
9/29/2011
|
Original Approval
|
4/22/20
|
Eaton Vance Richard Bernstein Equity Strategy Fund
|
9/30/2011
|
IAAA
|
10/11/2010
|
Original Approval
|
4/22/20
|
Eaton Vance Worldwide Health Sciences Fund
|
8/9/2019
|
IAA
|
˗
|
Not Required4
|
4/22/20
|
|
|
|
|
|
|
Eaton Vance Investment Trust
|
|
|
|
|
|
Eaton Vance Floating-Rate Municipal Income Fund
|
10/8/2004
|
IAA
|
˗
|
Not Required4
|
4/22/20
|
Eaton Vance National Limited Maturity Municipal Income Fund
|
9/8/2004
|
IAA
|
˗
|
Not Required4
|
4/22/20
|
Eaton Vance New York Municipal Opportunities Fund
|
10/8/2004
|
IAA
|
˗
|
Not Required4
|
4/22/20
|
Eaton Vance Short Duration Municipals Opportunities Fund
|
11/14/2016
|
IAAA
|
10/20/2016
|
Approve change of Investment Advisor & type of Agreement
|
4/22/20
|
|
|
|
|
|
|
Eaton Vance Municipals Trust
|
|
|
|
|
|
Eaton Vance Arizona Municipal Income Fund
|
9/17/2004
|
IAA
|
˗
|
Not Required4
|
4/22/20
|
Eaton Vance California Municipal Opportunities Fund
|
10/1/2004
|
IAA
|
˗
|
Not Required4
|
4/22/20
|
Eaton Vance Connecticut Municipal Income Fund
|
9/17/2004
|
IAA
|
˗
|
Not Required4
|
4/22/20
|
Eaton Vance Georgia Municipal Income Fund
|
9/24/2004
|
IAA
|
˗
|
Not Required4
|
4/22/20
|
Eaton Vance Maryland Municipal Income Fund
|
9/24/2004
|
IAA
|
˗
|
Not Required4
|
4/22/20
|
Eaton Vance Massachusetts Municipal Income Fund
|
10/1/2004
|
IAA
|
˗
|
Not Required4
|
4/22/20
|
Eaton Vance Minnesota Municipal Income Fund
|
9/17/2004
|
IAA
|
˗
|
Not Required4
|
4/22/20
|
Eaton Vance Missouri Municipal Income Fund
|
9/24/2004
|
IAA
|
˗
|
Not Required4
|
4/22/20
|
Eaton Vance Municipal Opportunities Fund
|
5/31/2011
|
IAAA
|
5/30/2011
|
Original Approval
|
4/22/20
|
Eaton Vance National Municipal Income Fund
|
10/1/2004
|
IAA
|
˗
|
Not Required4
|
4/22/20
|
Eaton Vance New Jersey Municipal Income Fund
|
9/17/2004
|
IAA
|
˗
|
Not Required4
|
4/22/20
|
Eaton Vance New York Municipal Income Fund
|
10/1/2004
|
IAA
|
˗
|
Not Required4
|
4/22/20
|
Eaton Vance North Carolina Municipal Income Fund
|
9/24/2004
|
IAA
|
˗
|
Not Required4
|
4/22/20
|
Eaton Vance Ohio Municipal Income Fund
|
10/1/2004
|
IAA
|
˗
|
Not Required4
|
4/22/20
|
Eaton Vance Oregon Municipal Income Fund
|
9/24/2004
|
IAA
|
˗
|
Not Required4
|
4/22/20
|
Eaton Vance Pennsylvania Municipal Income Fund
|
9/17/2004
|
IAA
|
˗
|
Not Required4
|
4/22/20
|
Eaton Vance South Carolina Municipal Income Fund
|
9/24/2004
|
IAA
|
˗
|
Not Required4
|
4/22/20
|
Eaton Vance Virginia Municipal Income Fund
|
9/24/2004
|
IAA
|
˗
|
Not Required4
|
4/22/20
|
|
Date of Current Advisory Agreement
|
Type of Agreement
|
Date Current Advisory Agreement was last Submitted to Shareholder Vote
|
Purpose of Last Submission of Current Advisory Agreement to Shareholder Vote (e.g., Original Approval)1
|
Date of Last Approval by Board of Trustees of and Other Actions Taken with Respect to Continuance of Current Advisory Agreement2
|
Eaton Vance Municipals Trust II
|
|
|
|
|
|
Eaton Vance High Yield Municipal Income Fund
|
9/10/2004
|
IAA
|
˗
|
Not Required4
|
4/22/20
|
Parametric TABS Intermediate-Term Municipal Bond Fund
|
12/2/2009
|
IAAA
|
1/28/2010
|
Original Approval
|
4/22/20
|
Parametric TABS Short-Term Municipal Bond Fund
|
2/3/2009
|
IAAA
|
3/26/2009
|
Original Approval
|
4/22/20
|
Parametric TABS 1-to-10 Year Laddered Municipal Bond Fund
|
5/3/2015
|
IAAA
|
5/1/2015
|
Original Approval
|
4/22/20
|
Parametric TABS 5-to-15 Year Laddered Municipal Bond Fund
|
12/2/2009
|
IAAA
|
1/28/2010
|
Original Approval
|
4/22/20
|
Parametric TABS 10-to-20 Year Laddered Municipal Bond Fund
|
5/3/2015
|
IAAA
|
5/1/2015
|
Original Approval
|
4/22/20
|
|
|
|
|
|
|
Eaton Vance Mutual Funds Trust
|
|
|
|
|
|
Eaton Vance AMT-Free Municipal Income Fund
|
10/17/1997
|
IAA
|
10/15/1997
|
Original Approval
|
4/22/20
|
Eaton Vance Core Plus Bond Fund
|
2/7/2011
|
IAA
|
˗
|
Not Required4
|
4/22/20
|
Eaton Vance Emerging and Frontier Countries Equity Fund
|
11/3/2014
|
IAA
|
10/31/2014
|
Original Approval
|
4/22/20
|
Eaton Vance Emerging Markets Debt Fund
|
5/1/2018
|
IAAA
|
4/30/2018
|
Original Approval
|
4/22/20
|
Eaton Vance Emerging Markets Local Income Fund
|
3/12/2007
|
IAA
|
6/26/2007
|
Original Approval
|
4/22/20
|
Eaton Vance Floating-Rate Advantage Fund
|
N/A3
|
N/A3
|
˗
|
˗
|
N/A3
|
Eaton Vance Floating-Rate Fund
|
N/A3
|
N/A3
|
˗
|
˗
|
N/A3
|
Eaton Vance Floating-Rate & High Income Fund
|
9/20/2018
|
IAA
|
9/20/2018
|
Approval to add a Fund-level Agreement
|
4/22/20
|
Eaton Vance Global Bond Fund
(formerly Eaton Vance Diversified Currency Income Fund)
|
3/12/2007
|
IAA
|
6/26/2007
|
Original Approval
|
4/22/20
|
Eaton Vance Global Income Builder Fund
|
8/21/2012
|
IAA
|
˗
|
Not Required4
|
4/22/20
|
Eaton Vance Global Macro Absolute Return Advantage Fund
|
8/9/2010
|
IAAA
|
8/30/2010
|
Original Approval
|
4/22/20
|
Eaton Vance Global Macro Absolute Return Fund
|
3/12/2007
|
IAA
|
6/26/2007
|
Original Approval
|
4/22/20
|
Eaton Vance Global Small-Cap Equity Fund
|
1/19/2018
|
IAA
|
˗
|
Not Required4
|
4/22/20
|
Eaton Vance Government Opportunities Fund
|
10/5/2018
|
IAA
|
˗
|
Not Required4
|
4/22/20
|
Eaton Vance High Income Opportunities Fund
|
N/A3
|
N/A3
|
˗
|
˗
|
N/A3
|
Eaton Vance Multi-Asset Credit Fund
|
10/31/2011
|
IAAA
|
10/28/2011
|
Original Approval
|
4/22/20
|
Eaton Vance Short Duration Government Income Fund
|
10/12/2018
|
IAA
|
˗
|
Not Required4
|
4/22/20
|
Eaton Vance Short Duration High Income Fund
|
11/1/2013
|
IAAA
|
˗
|
Not Required4
|
4/22/20
|
Eaton Vance Short Duration Strategic Income Fund
|
6/22/2007
|
IAA
|
5/18/2007
|
Approval to add a Fund-level Agreement
|
4/22/20
|
Eaton Vance Stock Fund
|
N/A3
|
N/A3
|
˗
|
˗
|
N/A3
|
Eaton Vance Tax-Managed Equity Asset Allocation Fund
|
12/10/2001
|
IAA
|
3/1/2002
|
Original Approval
|
4/22/20
|
Eaton Vance Tax-Managed Global Dividend Income Fund
|
2/10/2003
|
IAA
|
5/29/2003
|
Original Approval
|
4/22/20
|
Eaton Vance Tax-Managed Growth Fund 1.1
|
N/A3
|
N/A3
|
˗
|
˗
|
N/A3
|
Eaton Vance Tax-Managed Growth Fund 1.2
|
N/A3
|
N/A3
|
˗
|
˗
|
N/A3
|
Eaton Vance Tax-Managed Multi-Cap Growth Fund
|
N/A3
|
N/A3
|
˗
|
˗
|
N/A3
|
Eaton Vance Tax-Managed Small-Cap Fund
|
N/A3
|
N/A3
|
˗
|
˗
|
N/A3
|
Eaton Vance Tax-Managed Value Fund
|
N/A3
|
N/A3
|
˗
|
˗
|
N/A3
|
Parametric Commodity Strategy Fund
|
5/25/2011
|
IAAA
|
5/24/2011
|
Original Approval
|
4/22/20
|
Parametric Dividend Income Fund
|
3/25/2014
|
IAAA
|
3/24/2014
|
Original Approval
|
4/22/20
|
Parametric Emerging Markets Fund
|
3/27/2006
|
IAA
|
6/29/2006
|
Original Approval
|
4/22/20
|
Parametric International Equity Fund
|
3/30/2010
|
IAAA
|
3/29/2010
|
Original Approval
|
4/22/20
|
Parametric Tax-Managed International Equity Fund
|
N/A3
|
N/A3
|
˗
|
˗
|
N/A3
|
Parametric Volatility Risk Premium – Defensive Fund
|
2/2/2017
|
IAAA
|
2/1/2017
|
Original Approval
|
4/22/20
|
|
|
|
|
|
|
Eaton Vance Series Fund, Inc.
|
|
|
|
|
|
Eaton Vance Emerging Markets Debt Opportunities Fund
|
10/31/2012
|
IAAA
|
2/1/2013
|
Original Approval
|
4/22/20
|
|
|
|
|
|
|
Eaton Vance Series Trust
|
|
|
|
|
|
Eaton Vance Tax-Managed Growth Fund 1.0
|
N/A3
|
N/A3
|
˗
|
˗
|
N/A3
|
|
Date of Current Advisory Agreement
|
Type of Agreement
|
Date Current Advisory Agreement was last Submitted to Shareholder Vote
|
Purpose of Last Submission of Current Advisory Agreement to Shareholder Vote (e.g., Original Approval)1
|
Date of Last Approval by Board of Trustees of and Other Actions Taken with Respect to Continuance of Current Advisory Agreement2
|
Eaton Vance Series Trust II
|
|
|
|
|
|
Eaton Vance Income Fund of Boston
|
6/12/2020
|
IAA
|
˗
|
Not Required4
|
4/22/20
|
Parametric Tax-Managed Emerging Markets Fund
|
10/20/2003
|
IAA
|
2/5/2004
|
Original Approval
|
4/22/20
|
|
|
|
|
|
|
Eaton Vance Special Investment Trust
|
|
|
|
|
|
Eaton Vance Balanced Fund
|
10/18/2018
|
IAA
|
10/18/2018
|
Approval to add a Fund-level Agreement
|
4/22/20
|
Eaton Vance Core Bond Fund
|
N/A3
|
N/A3
|
˗
|
˗
|
N/A3
|
Eaton Vance Dividend Builder Fund
|
6/8/2018
|
IAA
|
˗
|
Not Required4
|
4/22/20
|
Eaton Vance Greater India Fund
|
12/16/2016
|
IAA
|
12/16/2016
|
Approval to add a new Investment Adviser
|
4/22/20
|
Eaton Vance Growth Fund
|
5/11/2018
|
IAA
|
˗
|
Not Required4
|
4/22/20
|
Eaton Vance Large-Cap Value Fund
|
6/15/2018
|
IAA
|
˗
|
Not Required4
|
4/22/20
|
Eaton Vance Real Estate Fund
|
2/13/2006
|
IAA
|
4/27/2006
|
Original Approval
|
4/22/20
|
Eaton Vance Short Duration Inflation-Protected Income Fund
|
3/30/2010
|
IAA
|
3/29/2010
|
Original Approval
|
4/22/20
|
Eaton Vance Small-Cap Fund
|
4/30/2012
|
IAA
|
˗
|
Not Required4
|
4/22/20
|
Eaton Vance Special Equities Fund
|
4/30/2012
|
IAA
|
˗
|
Not Required4
|
4/22/20
|
|
|
|
|
|
|
Eaton Vance Variable Trust
|
Eaton Vance VT Floating-Rate Income Fund
|
12/11/2000
|
IAA
|
5/1/2001
|
Original Approval
|
4/22/20
|
|
|
|
|
|
|
Eaton Vance NextShares Trust
|
Eaton Vance Global Income Builder NextShares
|
3/28/2016
|
IAAA
|
3/29/2016
|
Original Approval
|
4/22/20
|
Eaton Vance Stock NextShares
|
2/24/2016
|
IAAA
|
2/25/2016
|
Original Approval
|
4/22/20
|
|
|
|
|
|
|
Eaton Vance NextShares Trust II
|
Eaton Vance TABS 5-to-15 Year Laddered Municipal Bond NextShares
|
3/28/2016
|
IAAA
|
3/29/2016
|
Original Approval
|
4/22/20
|
|
|
|
|
|
|
PORTFOLIOS
|
|
|
|
|
|
|
Core Bond Portfolio
|
2/28/2000
|
IAA
|
2/28/2000
|
Original Approval
|
4/22/20
|
Emerging Markets Local Income Portfolio
|
3/12/2007
|
IAA
|
3/29/2007
|
Original Approval
|
4/22/20
|
Eaton Vance Floating Rate Portfolio
|
8/29/2000
|
IAA
|
6/23/2000
|
Original Approval
|
4/22/20
|
Global Income Builder Portfolio
|
3/10/2016
|
IAA
|
3/29/2016
|
Original Approval
|
4/22/20
|
Global Macro Absolute Return Advantage Portfolio
|
8/9/2010
|
IAA
|
8/25/2010
|
Original Approval
|
4/22/20
|
Global Macro Capital Opportunities Portfolio
|
9/30/2013
|
IAA
|
10/31/2013
|
Original Approval
|
4/22/20
|
Global Macro Portfolio
|
6/22/2007
|
IAA
|
6/26/2007
|
Original Approval
|
4/22/20
|
Global Opportunities Portfolio
|
10/19/2009
|
IAA
|
11/19/2009
|
Original Approval
|
4/22/20
|
Greater India Portfolio
|
4/8/2011
|
IAA
|
3/9/2011
|
Original Approval
|
4/22/20
|
High Income Opportunities Portfolio
|
5/31/1994
|
IAA
|
5/31/94
|
Original Approval
|
4/22/20
|
International Income Portfolio
|
3/12/2007
|
IAA
|
3/3/2006
|
Original Approval
|
4/22/20
|
Senior Debt Portfolio
|
2/23/1995
|
IAA
|
2/23/1995
|
Original Approval
|
4/22/20
|
Stock Portfolio
|
8/10/2009
|
IAA
|
11/2/2009
|
Original Approval
|
4/22/20
|
Tax-Managed Growth Portfolio
|
10/23/1995
|
IAA
|
10/23/1995
|
Original Approval
|
4/22/20
|
Tax-Managed International Equity Portfolio
|
2/3/2001
|
IAA
|
2/13/2001
|
Original Approval
|
4/22/20
|
Tax-Managed Multi-Cap Growth Portfolio
|
2/28/2000
|
IAA
|
2/28/2000
|
Original Approval
|
4/22/20
|
Tax-Managed Small-Cap Portfolio
|
8/14/2000
|
IAA
|
8/14/2000
|
Original Approval
|
4/22/20
|
Tax-Managed Value Portfolio
|
2/13/2001
|
IAA
|
2/13/2001
|
Original Approval
|
4/22/20
|
5-to-15 Year Laddered Municipal Bond Portfolio
|
3/23/2016
|
IAA
|
3/29/2016
|
Original Approval
|
4/22/20
|
1 References above to “Original Approval”
mean approval by the sole initial shareholder prior to public offering of the Fund.
2 On 4/22/20, in connection with the consideration
of the SEC order providing temporary relief from certain in-person meeting requirements in the 1940 Act, the Board of each Fund
amended the Fund’s investment advisory agreement to allow for reliance on any SEC order or interpretive release that has
the effect of modifying a 1940 Act requirement.
3 This Fund does not currently have a fund-level advisory
agreement. The Board is seeking shareholder approval of a new advisory agreement for this Fund, as described in the proxy statement
4 Pursuant to SEC staff guidance, the current sub-advisory
agreement did not require shareholder approval.
Investment Sub-Advisory Agreements
|
Date of Current Sub-Advisory Agreement
|
Date Current Sub-Advisory Agreement was last Submitted to Shareholder Vote
|
Purpose of Last Submission of Current Sub-Advisory Agreement to Shareholder Vote (e.g., Original Approval)1
|
Date of Last Approval by Board of Trustees of and Other Actions Taken with Respect to Continuance of Current Advisory Agreement2
|
Eaton Vance Growth Trust
|
|
|
|
|
Eaton Vance Atlanta Capital Focused Growth Fund
|
7/20/2012
|
˗
|
Not Required4
|
4/22/20
|
Eaton Vance Atlanta Capital Select Equity Fund
|
12/30/2011
|
12/29/2011
|
Original Approval
|
4/22/20
|
Eaton Vance Atlanta Capital SMID-Cap Fund
|
5/18/2018
|
˗
|
Not Required4
|
4/22/20
|
Eaton Vance Focused Global Opportunities Fund
|
11/1/2017
|
12/14/20155
|
Original Approval4
|
4/22/20
|
Eaton Vance Greater China Growth Fund
|
7/31/2012
|
˗
|
Not Required4
|
4/22/20
|
Eaton Vance Hexavest Global Equity Fund
|
8/29/2012
|
8/28/2012
|
Original Approval
|
4/22/20
|
Eaton Vance Hexavest International Equity Fund
|
8/29/2012
|
8/28/2012
|
Original Approval
|
4/22/20
|
Eaton Vance International Small-Cap Fund
|
11/1/2017
|
12/14/20155
|
Original Approval
|
4/22/20
|
Eaton Vance Richard Bernstein All Asset Strategy Fund
|
9/30/2011
|
9/29/2011
|
Original Approval
|
4/22/20
|
Eaton Vance Richard Bernstein Equity Strategy Fund
|
8/9/2010
|
10/11/2010
|
Original Approval
|
4/22/20
|
Eaton Vance Worldwide Health Sciences Fund
|
8/9/2019
|
˗
|
Not Required4
|
4/22/20
|
|
|
|
|
|
Eaton Vance Municipals Trust II
|
|
|
|
|
Parametric TABS Intermediate-Term Municipal Bond Fund
|
1/15/2020
|
˗
|
Not Required4
|
4/22/20
|
Parametric TABS Short-Term Municipal Bond Fund
|
1/15/2020
|
˗
|
Not Required4
|
4/22/20
|
Parametric TABS 1-to-10 Year Laddered Municipal Bond Fund
|
1/15/2020
|
˗
|
Not Required4
|
4/22/20
|
Parametric TABS 5-to-15 Year Laddered Municipal Bond Fund
|
1/15/2020
|
˗
|
Not Required4
|
4/22/20
|
Parametric TABS 10-to-20 Year Laddered Municipal Bond Fund
|
1/15/2020
|
˗
|
Not Required4
|
4/22/20
|
|
|
|
|
|
Eaton Vance Mutual Funds Trust
|
|
|
|
|
Eaton Vance Global Income Builder Fund
|
11/1/2017
|
11/16/20155
|
Original Approval4
|
4/22/20
|
Eaton Vance Global Small-Cap Equity Fund
|
11/1/2017
|
11/16/20165
|
Original Approval4
|
4/22/20
|
Eaton Vance Multi-Asset Credit Fund
|
12/20/2018
|
12/18/2018
|
Approval to add a new Investment Sub-Advisory Agreement
|
4/22/20
|
Eaton Vance Tax-Managed Global Dividend Income Fund
|
11/1/2017
|
11/16/20155
|
Original Approval4
|
4/22/20
|
Parametric Commodity Strategy Fund
|
5/25/2011
|
5/24/2011
|
Original Approval
|
4/22/20
|
Parametric Dividend Income Fund
|
3/25/2014
|
3/24/2014
|
Original Approval
|
4/22/20
|
Parametric Emerging Markets Fund
|
3/27/2006
|
6/29/2006
|
Original Approval
|
4/22/20
|
Parametric International Equity Fund
|
3/30/2010
|
3/29/2010
|
Original Approval
|
4/22/20
|
Parametric Tax-Managed International Equity Fund
|
N/A3
|
˗
|
˗
|
N/A3
|
Parametric Volatility Risk Premium – Defensive Fund
|
2/2/2017
|
2/1/2017
|
Original Approval
|
4/22/20
|
|
|
|
|
|
Eaton Vance Series Trust II
|
|
|
|
|
Eaton Vance Income Fund of Boston
|
6/12/2020
|
˗
|
Not Required4
|
4/22/20
|
Parametric Tax-Managed Emerging Markets Fund
|
11/17/2003
|
2/5/2004
|
Original Approval
|
4/22/20
|
|
|
|
|
|
Eaton Vance Special Investment Trust
|
|
|
|
|
Eaton Vance Greater India Fund
|
10/19/2017
|
12/16/2016
|
Approval to add a new Investment Sub-Adviser
|
4/22/20
|
|
|
|
|
|
Eaton Vance NextShares Trust
|
Eaton Vance Global Income Builder NextShares
|
11/1/2017
|
3/28/20165
|
Original Approval4
|
4/22/20
|
|
|
|
|
|
Eaton Vance NextShares Trust II
|
Eaton Vance TABS 5-to-15 Year Laddered Municipal Bond NextShares
|
1/15/2020
|
˗
|
Not Required4
|
4/22/20
|
|
Date of Current Sub-Advisory Agreement
|
Date Current Sub-Advisory Agreement was last Submitted to Shareholder Vote
|
Purpose of Last Submission of Current Sub-Advisory Agreement to Shareholder Vote (e.g., Original Approval)1
|
Date of Last Approval by Board of Trustees of and Other Actions Taken with Respect to Continuance of Current Advisory Agreement2
|
PORTFOLIOS
|
|
|
|
|
|
Global Income Builder Portfolio
|
11/1/2017
|
3/28/20165
|
Original Approval4
|
4/22/20
|
Greater India Portfolio
|
10/19/2017
|
12/16/2016
|
Approval to add a new Investment Sub-Adviser
|
4/22/20
|
High Income Opportunities Portfolio
|
6/18/2019
|
˗
|
Not Required4
|
4/22/20
|
Tax-Managed International Equity Portfolio
|
8/17/2012
|
8/17/2012
|
Approval of change in Sub-Adviser
|
4/22/20
|
5-to-15 Year Laddered Municipal Bond Portfolio
|
1/15/2020
|
˗
|
Not Required4
|
4/22/20
|
1 References above to “Original Approval”
mean approval by the sole initial shareholder prior to public offering of the Fund.
2 On 4/22/20, in connection with the consideration
of the SEC order providing temporary relief from certain in-person meeting requirements in the 1940 Act, the Board of each Fund
amended the Fund’s investment sub-advisory agreement to allow for reliance on any SEC order or interpretive release that
has the effect of modifying a 1940 Act requirement.
3 This Fund does not currently have a fund-level advisory
agreement. The Board is seeking shareholder approval of a new advisory agreement for this Fund, as described in the proxy statement.
4 Pursuant to SEC staff guidance, the current sub-advisory
agreement did not require shareholder approval.
5 The date the prior sub-advisory agreement for the Fund
was last approved by shareholders. As discussed in footnote 4, pursuant to SEC staff guidance, the current sub-advisory agreement
did not require shareholder approval.
Appendix M
BOARD CONSIDERATIONS
Overview of the Board Evaluation Process
– Eaton Vance Open-End Funds
At a meeting held on November 24, 2020 (the
“November Meeting”), the Board of each Fund, including a majority of the Board members (the “Independent Trustees”)
who are not “interested persons” (as defined in the Investment Company Act of 1940 (the “1940 Act”)) of
the Funds, Eaton Vance Management (“EVM”) or Boston Management and Research (“BMR” and, together with EVM,
the “Advisers”), voted to approve a new investment advisory agreement between each Fund and either EVM or BMR (the
“New Investment Advisory Agreements”) and, for certain Funds, a new investment sub-advisory agreement between an Adviser
and the applicable Sub-Adviser (the “New Investment Sub-Advisory Agreements”1 and, together with the New
Investment Advisory Agreements, the “New Agreements”), each of which is intended to go into effect upon the completion
of the Transaction (as defined below), as more fully described below. In voting its approval of the New Agreements at the November
Meeting, the Board relied on an order issued by the Securities and Exchange Commission in response to the impacts of the COVID-19
pandemic that provided temporary relief from the in-person meeting requirements under Section 15 of the 1940 Act.
In voting its approval of the New Agreements,
the Board of each Fund relied upon the recommendation of its Contract Review Committee, which is a committee comprised exclusively
of Independent Trustees. Prior to and during meetings leading up to the November Meeting, the Contract Review Committee reviewed
and discussed information furnished by the Advisers, the Sub-Advisers, and Morgan Stanley, as requested by the Independent Trustees,
that the Contract Review Committee considered reasonably necessary to evaluate the terms of the New Agreements and to form its
recommendation. Such information included, among other things, the terms and anticipated impacts of Morgan Stanley’s pending
acquisition of Eaton Vance Corp. (the “Transaction”) on the Funds and their shareholders. In addition to considering
information furnished specifically to evaluate the impact of the Transaction on the Funds and their respective shareholders, the
Board and its Contract Review Committee also considered information furnished for prior meetings of the Board and its committees,
including information provided in connection with the annual contract review process for the Funds, which most recently culminated
in April 2020 (the “2020 Annual Approval Process”).
The Board of each Fund, including the
Independent Trustees, concluded that the applicable New Investment Advisory Agreement and, as applicable, New Investment Sub-Advisory
Agreement, including the fees payable thereunder, was fair and reasonable, and it voted to approve the New Investment Advisory
Agreement and, as applicable, New Investment Sub-Advisory Agreement and to recommend that shareholders do so as well.
Shortly after the announcement of the Transaction,
the Board, including all of the Independent Trustees, met with senior representatives from the Advisers and Morgan Stanley at its
meeting held on October 13, 2020 to discuss certain aspects of the Transaction and the expected impacts of the Transaction on the
Funds and their shareholders. As part of the Board’s evaluation process, counsel to the Independent Trustees, on behalf of
the Contract Review Committee, requested additional information to assist the Independent Trustees in their evaluation of the New
Agreements and the implications of the Transaction, as well as other contractual arrangements that may be affected by the Transaction.
The Contract Review Committee considered information furnished by the Advisers and Morgan Stanley, their respective affiliates,
and, as applicable, the Sub-Advisers during meetings on November 5, 2020, November 10, 2020, November 13, 2020, November 17, 2020
and November 24, 2020.
During its meetings on November 10, 2020 and
November 17, 2020, the Contract Review Committee further discussed the approval of the New Agreements with senior representatives
of the Advisers, the Affiliated Sub-Advisers, and Morgan Stanley. The representatives from the Advisers, the Affiliated Sub-Advisers,
and Morgan Stanley each made presentations to, and responded to questions from, the Independent Trustees. The Contract Review Committee
________________
1
With respect to certain of the Funds, the applicable Adviser is currently a party to a sub-advisory agreement (collectively,
the “Current Sub-Advisory Agreements”) with Atlanta Capital Management Company, LLC (“Atlanta Capital”),
BMO Global Asset Management (Asia) Limited, Eaton Vance Advisers International Ltd. (“EVAIL”), Goldman Sachs Asset
Management, L.P., Hexavest Inc. (“Hexavest”), Parametric Portfolio Associates LLC (“Parametric”) or Richard
Bernstein Advisors LLC (collectively, the “Sub-Advisers” and, with respect to Atlanta Capital, EVAIL, Hexavest and
Parametric, each an affiliate of the Advisers, the “Affiliated Sub-Advisers”). Accordingly, references to the “Sub-Advisers,”
the “Affiliated Sub-Advisers” or the “New Sub-Advisory Agreements” are not applicable to all Funds.
considered the Advisers’, the Affiliated
Sub-Advisers’ and Morgan Stanley’s responses related to the Transaction and specifically to the Funds, as well as information
received in connection with the 2020 Annual Approval Process, with respect to its evaluation of the New Agreements. Among other
information, the Board considered:
Information about the Transaction and its
Terms
|
·
|
Information about the material terms and conditions, and expected
impacts, of the Transaction that relate to the Funds, including the expected impacts on the businesses conducted by the Advisers,
the Affiliated Sub-Advisers and Eaton Vance Distributors, Inc., as the distributor of Fund shares;
|
|
·
|
Information about the advantages of the Transaction as they relate
to the Funds and their shareholders;
|
|
·
|
A commitment that the Funds would not bear any expenses, directly
or indirectly, in connection with the Transaction;
|
|
·
|
A commitment that, for a period of three years after the Closing,
at least 75% of each Fund’s Board members must not be “interested persons” (as defined in the 1940 Act) of the
investment adviser (or predecessor investment adviser, if applicable) pursuant to Section 15(f)(1)(A) of the 1940 Act;
|
|
·
|
A commitment that Morgan Stanley would use its reasonable best efforts
to ensure that it did not impose any “unfair burden” (as that term is used in section 15(f)(1)(B) of the 1940 Act)
on the Funds as a result of the Transaction;
|
|
·
|
Information with respect to personnel and/or other resources of the
Advisers and their affiliates, including the Affiliated Sub-Advisers, as a result of the Transaction, as well as any expected changes
to compensation, including any retention-based compensation intended to incentivize key personnel at the Advisers and their affiliates,
including the Affiliated Sub-Advisers;
|
|
·
|
Information regarding any changes that are expected with respect
to the Funds’ slate of officers as a result of the Transaction;
|
Information about Morgan Stanley
|
·
|
Information about Morgan Stanley’s overall business, including
information about the advisory, brokerage and related businesses that Morgan Stanley operates;
|
|
·
|
Information about Morgan Stanley’s financial condition, including
its access to capital and other resources required to support the investment advisory businesses related to the Funds;
|
|
·
|
Information on how the Funds are expected to fit within Morgan Stanley’s
overall business strategy, and any changes that Morgan Stanley contemplates implementing to the Funds in the short- or long-term
following the closing of the Transaction (the “Closing”);
|
|
·
|
Information regarding risk management functions at Morgan Stanley
and its affiliates, including how existing risk management protocols and procedures may impact the Funds and/or the businesses
of the Advisers and their affiliates, including the Affiliated Sub-Advisers, as they relate to the Funds;
|
|
·
|
Information on the anticipated benefits of the Transaction to the
Funds with respect to potential additional distribution capabilities and the ability to access new markets and customer segments
through Morgan Stanley’s distribution network, including, in particular, its institutional client base;
|
|
·
|
Information regarding the financial condition and reputation of Morgan Stanley, its worldwide
presence, experience as a fund sponsor and manager, commitment to maintain a high level of cooperation with, and support to, the
Funds, strong client service capabilities, and relationships in the asset management industry;
|
Information about the New Agreements for
Funds other than the New IAA Series
|
·
|
A representation that, after the Closing, all of the Funds will continue
to be advised by their current Adviser and Sub-Adviser, as applicable;
|
|
·
|
Information regarding the terms of the New Agreements, including
certain changes as compared to the current investment advisory agreement between each Fund and its Adviser (collectively, the “Current
Advisory Agreements”) and, as applicable, the current investment sub-advisory agreement between a Fund and a Sub-Adviser
(together with the Current Advisory Agreements, the “Current Agreements”);
|
|
·
|
Information confirming that the fee rates payable under the New Agreements
are not changed as compared to the Current Agreements;
|
|
·
|
A representation that the New Agreements will not cause any diminution
in the nature, extent and quality of services provided by the Advisers and the Sub-Advisers to the Funds and their respective shareholders,
including with respect to compliance and other non-advisory services;
|
Information about the New Agreements for
the New IAA Series
|
·
|
Information regarding the terms of the New Agreements;
|
|
·
|
Information confirming that no increase in management fees will
result from the New Agreements because the Adviser will not charge a management fee with respect to New IAA Series assets
invested in an underlying Portfolio or other investment company for which the Adviser or its affiliates serve as investment
adviser and receive an advisory fee;
|
|
·
|
A representation that the New Agreements will not cause any diminution
in the nature, extent and quality of services provided by the Advisers and the Sub-Advisers to the Funds and their respective shareholders,
including with respect to compliance and other non-advisory services;
|
Information about Fund Performance, Fees
and Expenses
|
·
|
A report from an independent data provider comparing the investment
performance of each Fund (including, as relevant, total return data, income data, Sharpe ratios and information ratios) to the
investment performance of comparable funds and, as applicable, benchmark indices, over various time periods as of the 2020 Annual
Approval Process, as well as performance information as of a more recent date;
|
|
·
|
A report from an independent data provider comparing each Fund’s
total expense ratio (and its components) to those of comparable funds as of the 2020 Annual Approval Process, as well as fee and
expense information as of a more recent date;
|
|
·
|
In certain instances, data regarding investment performance relative
to customized groups of peer funds and blended indices identified by the Advisers in consultation with the Portfolio Management
Committee of the Board as of the 2020 Annual Approval Process, as well as corresponding performance information as of a more recent
date;
|
|
·
|
Comparative information concerning the fees charged and services
provided by the Adviser and the Sub-Adviser to each Fund in managing other accounts (which may include other mutual funds, collective
investment funds and institutional accounts) using investment strategies and techniques similar to those used in managing such
Fund(s), if any;
|
|
·
|
Profitability analyses of the Advisers and the Affiliated Sub-Advisers,
as applicable, with respect to each of the Funds as of the 2020 Annual Approval Process, as well as information regarding the impact
of the Transaction on profitability;
|
Information about Portfolio Management and
Trading
|
·
|
Descriptions of the investment management services currently provided
and expected to be provided to each Fund after the Transaction, as well as each of the Funds’ investment strategies and policies;
|
|
·
|
The procedures and processes used to determine the fair value of
Fund assets, when necessary, and actions taken to monitor and test the effectiveness of such procedures and processes;
|
·
Information about any changes to the policies and practices of the Advisers and, as applicable,
each Fund’s Sub-Adviser with respect to trading, including their processes for seeking best execution of portfolio transactions;
|
·
|
Information regarding the impact on trading and access to capital markets associated with the
Funds’ affiliations with Morgan Stanley and its affiliates, including potential restrictions with respect to the Funds’
ability to execute portfolio transactions with Morgan Stanley and its affiliates;
|
Information about the Advisers and the Sub-Advisers
|
·
|
Information about the financial results and condition of the Advisers
and the Affiliated Sub-Advisers since the culmination of the 2020 Annual Approval Process and any material changes in financial
condition that are reasonably expected to occur before and after the Closing;
|
|
·
|
Information regarding contemplated changes to the individual investment
professionals whose responsibilities include portfolio management and investment research for the Funds, and, for portfolio managers
and certain other investment professionals, information relating to their responsibilities with respect to managing other mutual
funds and investment accounts, as applicable, post-Closing;
|
|
·
|
The Code of Ethics of the Advisers and their affiliates, including
the Affiliated Sub-Advisers, together with information relating to compliance with, and the administration of, such codes;
|
|
·
|
Policies and procedures relating to proxy voting and the handling
of corporate actions and class actions;
|
|
·
|
Information concerning the resources devoted to compliance efforts
undertaken by the Advisers and their affiliates, including the Affiliated Sub-Advisers, including descriptions of their various
compliance programs and their record of compliance;
|
|
·
|
Information concerning the business continuity and disaster recovery
plans of the Advisers and their affiliates, including the Affiliated
Sub-Advisers;
|
|
·
|
A description of the Advisers’ oversight of the Sub-Advisers,
including with respect to regulatory and compliance issues, investment management and other matters;
|
Other Relevant Information
|
·
|
Information concerning the nature, cost and character of the administrative
and other non-investment advisory services provided by the Advisers and their affiliates;
|
|
·
|
Information concerning oversight of the relationship with the custodian,
subcustodians and fund accountants by EVM and/or administrator to each of the Funds;
|
|
·
|
Confirmation that the Advisers intend to continue to manage the Funds
in a manner materially consistent with each Fund’s current investment objective(s) and principal investment strategies;
|
|
·
|
Information regarding Morgan Stanley’s commitment to maintaining
competitive compensation arrangements to attract and retain highly qualified personnel;
|
|
·
|
Confirmation that the Advisers’ current senior management teams
have indicated their strong support of the Transaction; and
|
|
·
|
Information regarding the fact that Morgan Stanley and Eaton Vance
Corp. will each derive benefits from the Transaction and that, as a result, they have a financial interest in the matters that
were being considered.
|
As indicated above, the Board and its Contract
Review Committee also considered information received at its regularly scheduled meetings throughout the year, which included information
from portfolio managers and other investment professionals of the Advisers and the Sub-Advisers regarding investment and performance
matters, and considered various investment and trading strategies used in pursuing the Funds’ investment objectives. The
Board also received information regarding risk management techniques employed in connection with the management of the Funds. The
Board and its committees evaluated issues pertaining to industry and regulatory developments, compliance procedures, fund governance
and other issues with respect to the Funds, and received and participated in reports and presentations provided by the Advisers
and their affiliates, including the Affiliated Sub-Advisers, with respect to such matters.
The Contract Review Committee was advised throughout
the evaluation process by Goodwin Procter LLP, independent legal counsel for the Independent Trustees. The members of the Contract
Review Committee, with the advice of such counsel, exercised their own business judgment in determining the material factors to
be considered in evaluating the New Agreements and the weight to be given to each such factor. The conclusions reached with respect
to the New Agreements were based on a comprehensive evaluation of all the information provided and not any single factor. Moreover,
each Independent Trustees may have placed varying emphasis on particular factors in reaching conclusions with respect to the New
Agreements.
Nature, Extent and Quality
of Services
In considering whether to approve the New Agreements,
the Board evaluated the nature, extent and quality of services currently provided to each Fund by the Advisers and, as applicable,
the Sub-Advisers under the Current Agreements (for the New IAA Series, the Board considered the nature, extent and quality of services
provided to the respective Portfolios, as applicable). In evaluating the nature, extent and quality of services to be provided
by the Advisers and the Sub-Advisers under the New Agreements, the Board considered, among other information, the expected impact,
if any, of the Transaction on the operations, facilities, organization and personnel of the Advisers and the Sub-Advisers, and
that Morgan Stanley and the Advisers have advised the Board that, following the Transaction, there is not expected to be any diminution
in the nature, extent and quality of services provided by the Advisers and the Sub-Advisers, as applicable, to the Funds and their
shareholders, including compliance and other non-advisory services, and that there are not expected to be any changes in portfolio
management personnel as a result of the Transaction.
The Board also considered the financial resources
of Morgan Stanley and the Advisers and the importance of having a Fund manager with, or with access to, significant organizational
and financial resources. The Board considered the benefits to the Funds of being part of a larger combined organization with greater
financial resources following the Transaction, particularly during periods of market disruptions and volatility. In this regard,
the Board considered information provided by Morgan Stanley regarding its business and operating structure, scale of operation,
leadership and reputation, distribution capabilities, and financial condition, as well as information on how the Funds are expected
to fit within Morgan Stanley’s overall business strategy and any changes that Morgan Stanley contemplates in the short- or
long-term following the Closing. The Board also noted Morgan Stanley’s and the Advisers’ commitment to keep the Board
apprised of developments with respect to its long-term integration plans for the Advisers, the Affiliated Sub-Advisers, and existing
Morgan Stanley affiliates and their respective personnel.
The Board considered the Advisers’ and
the Sub-Advisers’ management capabilities and investment processes in light of the types of investments held by each Fund,
including the education, experience and number of investment professionals and other personnel who provide portfolio management,
investment research, and similar services to the Fund. In particular, the Board considered the abilities and experience of the
Advisers’ and, as applicable, the Sub-Advisers’ investment professionals in implementing each Fund’s investment
strategies. The Board also took into account the resources dedicated to portfolio management and other services, the compensation
methods of the Advisers and other factors, including the reputation and resources of the Advisers to recruit and retain highly
qualified research, advisory and supervisory investment professionals. With respect to the recruitment and retention of key personnel,
the Board noted information from Morgan Stanley and the Advisers regarding the benefits of joining Morgan Stanley. In addition,
the Board considered the time and attention devoted to the Funds by senior management, as well as the infrastructure, operational
capabilities and support staff in place to assist in the portfolio management and operations of the Funds, including the provision
of administrative services. With respect to the foregoing, the Board also considered information from the Advisers and Morgan Stanley
regarding the anticipated impact of the Transaction on such matters. The Board also considered the business-related and other risks
to which the Advisers or their affiliates may be subject in managing the Funds and in connection with the Transaction.
The Board considered the compliance programs
of the Advisers and relevant affiliates thereof, including the Affiliated Sub-Advisers. The Board considered compliance and reporting
matters regarding, among other things, personal trading by investment professionals, disclosure of portfolio holdings, late trading,
frequent trading, portfolio valuation, business continuity and the allocation of investment opportunities. The Board also considered
the responses of the Advisers and their affiliates to requests in recent years from regulatory authorities, such as the Securities
and Exchange Commission and the Financial Industry Regulatory Authority. The Board also considered certain information relating
to the compliance record of Morgan Stanley and its affiliates, including information requests in recent years from regulatory authorities.
With respect to the foregoing, including the compliance programs of the Advisers and the Sub-Advisers, the Board noted information
regarding the impacts of the Transaction, as well as the Advisers’ and Morgan Stanley’s commitment to keep the Board
apprised of developments with respect to its long-term integration plans for the Advisers, the Affiliated Sub-Advisers and existing
Morgan Stanley affiliates and their respective personnel.
The Board considered
other administrative services provided and to be provided or overseen by the Advisers and their affiliates, including transfer
agency and accounting services. The Board evaluated the benefits to shareholders of investing in a fund that is a part of a large
fund complex offering exposure to a variety of asset classes and investment disciplines, as
well as the ability, in many cases, to exchange an investment among different funds without incurring additional sales charges.
The Board noted information that the Transaction was not expected to have any material impact on such matters in the near-term.
In evaluating the nature, extent and quality
of the services to be provided under the New Agreements, the Board also considered investment performance information provided
for each Fund in connection with the 2020 Annual Approval Process, as well as information provided as of a more recent date. In
this regard, the Board compared each Fund’s investment performance to that of comparable funds identified by an independent
data provider (the peer group), as well as appropriate benchmark indices and, for certain Funds, a custom peer group of similarly
managed funds. The Board also considered, where applicable, Fund-specific performance explanations based on criteria established
by the Board in connection with the 2020 Annual Approval Process and, where applicable, performance explanations as of a more recent
date. In addition to the foregoing information, it was also noted that the Board has received and discussed with management information
throughout the year at periodic intervals comparing each Fund’s performance against applicable benchmark indices and peer
groups. In addition, the Board considered each Fund’s performance in light of overall financial market conditions. Where
a Fund’s relative underperformance to its peers was significant during one or more specified periods, the Board noted the
explanation from the applicable Adviser concerning the Fund’s relative performance versus its peer group.
After consideration of the foregoing factors,
among others, and based on their review of the materials provided and the assurances received from, and recommendations of, the
Advisers and Morgan Stanley, the Board determined that the Transaction was not expected to adversely affect the nature, extent
and quality of services provided to the Funds by the Advisers and their affiliates, including the Affiliated Sub-Advisers, and
that the Transaction was not expected to have an adverse effect on the ability of the Advisers and their affiliates, including
the Affiliated Sub-Advisers, to provide those services. The Board concluded that the nature, extent and quality of services expected
to be provided by the Advisers and the Sub-Advisers, taken as a whole, are appropriate and expected to be consistent with the terms
of the New Agreements.
Management Fees and Expenses
The Board considered contractual fee rates
payable by each Fund for advisory and administrative services (referred to collectively as “management fees”) in connection
with the 2020 Annual Approval Process, as well as information provided as of a more recent date. As part of its review, the Board
considered each Fund’s management fees and total expense ratio over various periods, as compared to those of comparable funds,
before and after giving effect to any undertaking to waive fees or reimburse expenses. The Board also considered factors, and,
where applicable, certain Fund-specific factors, that had an impact on a Fund’s total expense ratio relative to comparable
funds, as identified by the Advisers in response to inquiries from the Contract Review Committee. The Board considered that the
New Agreements do not change a Fund’s management fee rate or the computation method for calculating such fees, including
any separately executed permanent contractual management fee reduction currently in place for the Fund. The Board also considered
that, for the New IAA Series, no increase in management fees will result from the New Agreements because the Adviser will not charge
a management fee with respect to New IAA Series assets invested in an underlying Portfolio or other investment company for which
the Adviser or its affiliates serve as investment adviser and receive an advisory fee.
The Board also received and considered, where
applicable, information about the services offered and the fee rates charged by the Advisers and the Sub-Advisers to other types
of accounts with investment objectives and strategies that are substantially similar to and/or managed in a similar investment
style as a Fund. In this regard, the Board received information about the differences in the nature and scope of services the Advisers
and the Sub-Advisers, as applicable, provide to the Funds as compared to other types of accounts and the material differences in
compliance, reporting and other legal burdens and risks to the Advisers and such Sub-Advisers as between the Fund and other types
of accounts.
After considering the foregoing information,
and in light of the nature, extent and quality of the services expected to be provided by the Advisers and the Sub-Advisers, the
Board concluded that the management fees charged for advisory and related services are reasonable with respect to its approval
of the New Agreements.
Profitability and “Fall-Out”
Benefits
During the 2020 Annual Approval Process, the
Board considered the level of profits realized by the Advisers and relevant affiliates thereof, including the Affiliated Sub-Advisers,
in providing investment advisory and administrative services to the Funds and to all Eaton Vance funds as a group. The Board considered
the level of profits realized without regard to marketing support or other payments by the Advisers and their affiliates to third
parties in respect of distribution or other services. In light of the foregoing factors and the nature, extent and quality of the
services rendered, the profits realized by the Advisers and their affiliates, including the Sub-Advisers, were not deemed to be
excessive by the Board.
The Board noted that Morgan Stanley and the
Advisers are expected to realize, over time, cost savings from the Transaction based on eliminating duplicate corporate overhead
expenses. The Board considered, however, information from the Advisers and Morgan Stanley that such cost savings are not expected
to be realized immediately upon the Closing and that, accordingly, there are currently no specific expected changes in the levels
of profitability associated with the advisory and other services provided to the Funds that are contemplated as a result of the
Transaction. The Board noted that it will continue to receive information regarding profitability during its annual contract review
processes, including the extent to which cost savings and/or other efficiencies result in changes to profitability levels.
The Board also considered direct or indirect
fall-out benefits received by the Advisers and their affiliates, including the Affiliated Sub-Advisers, in connection with their
respective relationships with the Funds, including the benefits of research services that may be available to the Advisers and
their affiliates as a result of securities transactions effected for the Funds and other investment advisory clients. In evaluating
the fall-out benefits to be received by the Advisers and their affiliates under the New Agreements, the Board considered whether
the Transaction would have an impact on the fall-out benefits currently realized by the Advisers and their affiliates in connection
with services provided pursuant to the Current Advisory Agreements.
The Board of each Fund considered that Morgan
Stanley may derive reputational and other benefits from its ability to use the names of the Advisers and their affiliates in connection
with operating and marketing the Funds. The Board considered that the Transaction, if completed, would significantly increase Morgan
Stanley’s assets under management and expand Morgan Stanley’s investment capabilities.
Economies of Scale
The Board also considered the extent to which
the Advisers and their affiliates, on the one hand, and the Funds, on the other hand, can expect to realize benefits from economies
of scale as the assets of the Funds increase. The Board acknowledged the difficulty in accurately measuring the benefits resulting
from economies of scale, if any, with respect to the management of any specific Fund or group of funds. As part of the 2020 Annual
Approval Process, the Board reviewed data summarizing the increases and decreases in the assets of the Funds and of all Eaton Vance
funds as a group over various time periods, and evaluated the extent to which the total expense ratio of each Fund and the profitability
of the Advisers and their affiliates may have been affected by such increases or decreases.
The Board noted that Morgan Stanley and the
Advisers are expected to benefit from possible growth of the Funds resulting from enhanced distribution capabilities, including
with respect to the Funds’ potential access to Morgan Stanley’s institutional client base. Based upon the foregoing,
the Board concluded that the Funds currently share in the benefits from economies of scale, if any, when they are realized by the
Advisers, and that the Transaction is not expected to impede a Fund from continuing to benefit from any future economies of scale
realized by its Adviser.
Conclusion
Based on its consideration of the foregoing,
and such other information it deemed relevant, including the factors and conclusions described above, the Contract Review Committee
recommended to the Board approval of the New Agreements. Based on the recommendation of the Contract Review Committee, the Board,
including a majority of the Independent Trustees, unanimously voted to approve the New Agreements for the Funds and recommended
that shareholders approve the New Agreements.
Appendix N
In addition to differences noted in
this Appendix, if any, there may be minor, non-substantive variations among the agreements for certain Series.
FORM OF INVESTMENT SUB-ADVISORY AGREEMENT
between
[EATON VANCE MANAGEMENT/BOSTON MANAGEMENT
AND RESEARCH]
and
[SUB-ADVISER: EVAIL/PARAMETRIC/ATLANTA
CAPITAL]
for
[FUND NAME]
AGREEMENT made this as of [xx] day of [MONTH],
[YEAR], between [Eaton Vance Management/Boston Management and Research], a Massachusetts business trust (the “Adviser”),
and [SUB-ADVISER NAME] (the “Sub-Adviser”).
WHEREAS, the Adviser has entered into an
Investment Advisory [and Administrative] Agreement (the “Advisory Agreement”) with [EATON VANCE TRUST NAME], a Massachusetts
business trust (the “Trust”) on behalf of [FUND NAME] (the “Fund”), relating to the provision of portfolio
management services to the Fund; and
WHEREAS, the Advisory Agreement provides
that the Adviser may delegate any or all of its portfolio management responsibilities under the Advisory Agreement to one or more
sub-investment advisers; and
WHEREAS, the Adviser and the Trustees of
the Trust desire to retain the Sub-Adviser to render portfolio management services to the Fund in the manner and on the terms set
forth in this Investment Sub-Advisory Agreement (the “Agreement”);
NOW THEREFORE, in consideration of the
mutual covenants and agreements set forth herein, the Adviser and the Sub-Adviser agree as follows:
1. Duties
of the Sub-Adviser. The Adviser hereby employs the Sub-Adviser to act as investment adviser for and to manage the investment
and reinvestment of the assets of the Fund and to administer its investment affairs, subject to the supervision of the Adviser
and the Trustees of the Trust, for the period and on the terms set forth in this Agreement. Subject to approval of the Trust’s
Board and notice to the Sub-Adviser, the Adviser retains complete authority immediately to assume direct responsibility for any
function delegated to the Sub-Adviser under this Agreement.
(a) The
Sub-Adviser hereby accepts such employment and undertakes to afford to the Fund the advice and assistance of the Sub-Adviser’s
organization in the choice of investments and in the purchase and sale of securities for the Fund and to furnish, for the use of
the Fund, office space and all necessary office facilities, equipment and personnel for servicing the investments of the Fund and
for administering its investment affairs and to pay the salaries and fees of all officers and Trustees of the Trust who are members
of the Sub-Adviser’s organization and all personnel of the Sub-Adviser performing services relating to research and investment
activities. The Sub-Adviser shall for all purposes herein be deemed to be an independent contractor and shall,
except as otherwise expressly provided or authorized, have no authority to act for or represent the Adviser or the Fund in any
way or otherwise be deemed an agent of the Adviser or the Fund.
(b) The
Sub-Adviser shall provide the Fund with such investment management and supervision as the Adviser may, from time to time, consider
necessary for the proper supervision of the Fund’s investments. The services to be provided by the Sub-Adviser hereunder
will apply to the portion of the Fund’s assets that Adviser or the Trustees of the Trust shall from time to time designate,
which may consist of all or a portion of the Fund’s assets. As investment sub-adviser to the Fund, the Sub-Adviser shall
furnish continuously an investment program and shall determine, from time to time, what securities and other investments shall
be acquired, disposed of or exchanged and what portion of the Fund’s assets shall be held uninvested, subject always to the
applicable restrictions of the Trust’s Declaration of Trust, By-Laws and registration statement under the Investment Company
Act of 1940, as amended (the “1940 Act”). The Sub-Adviser is authorized, in its discretion and without prior consultation
with the Adviser or the Fund, to buy, sell, and otherwise trade in any and all types of securities, commodities, derivatives, and
investment instruments on behalf of the Fund. Should the Trustees of the Trust or the Adviser at any time, however, make any specific
determination as to investment policy for the Fund and notify the Sub-Adviser thereof in writing, the Sub-Adviser shall be bound
by such determination for the period, if any, specified in such notice or until similarly notified that such determination has
been revoked. The Sub-Adviser shall take, on behalf of the Fund, all actions that it deems necessary or desirable to implement
the investment policies of the Trust and of the Fund.
(c) The
Sub-Adviser shall place all orders for the purchase or sale of portfolio investments for the account of the Fund either directly
with the issuer or with brokers, dealers, futures commission merchants, or other market participants selected by the Sub-Adviser,
and, to that end, the Sub-Adviser is authorized as the agent of the Fund to give instructions to the custodian of the Fund as to
deliveries of investments and payments of cash for the account of the Fund. In connection with the selection of such brokers, dealers,
futures commission merchants, or other market participants and the placing of such orders, the Sub-Adviser shall use its best efforts
to seek to execute security transactions at prices that are advantageous to the Fund and (when a disclosed commission is being
charged) at commission rates that are reasonable in relation to the benefits received. Subject to the policies and procedures adopted
by the Board of Trustees of the Trust, in selecting brokers or dealers qualified to execute a particular transaction, brokers or
dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities
Exchange Act of 1934) to the Sub-Adviser and the Sub-Adviser is expressly authorized to cause the Trust to pay any broker or dealer
who provides such brokerage and research services a commission for executing a security transaction which is in excess of the amount
of commission another broker or dealer would have charged for effecting that transaction if the Sub-Adviser determines in good
faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by
such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities which the Sub-Adviser
and its affiliates have with respect to the Fund and to other accounts over which they exercise investment discretion.
(d) The
Sub-Adviser shall furnish such reports, evaluations, information or analyses to the Fund and the Adviser as the Trust’s Board
of Trustees or the Adviser may reasonably request from time to time, or as the Sub-Adviser may deem to be desirable.
(e) The
Sub-Adviser shall exercise reasonable care in the performance of its duties under the Agreement and will conduct its activities
hereunder in compliance with the applicable requirements of the 1940 Act and all rules and regulations thereunder, all other applicable
federal and state laws, any applicable procedures adopted by the Trust’s Board that have been provided to the Sub-Adviser,
and the
provisions of the Trust’s registration statement, each
as may be amended. The Sub-Adviser will furnish to regulatory authorities having the requisite authority any information or reports
in connection with its services in respect to the Fund which may be requested by such authorities in order to ascertain whether
the operations of the Fund are being conducted in a manner consistent with applicable laws and regulations.
2. Compensation
of the Sub-Adviser. For the services, payments and facilities to be furnished hereunder by the Sub-Adviser, to the extent the
Adviser receives at least such amount from the Fund pursuant to the Advisory Agreement, the Sub-Adviser shall be entitled to receive
from the Adviser the compensation specified in Appendix A hereto. The Adviser
is solely responsible for the payment of the compensation to the Sub-Adviser, and the Sub-Adviser agrees to seek payment of its
compensation solely from the Adviser. The Fund shall have no liability for Sub-Adviser's compensation hereunder.
3. Allocation
of Charges and Expenses. It is understood that the Fund will pay all expenses other than those expressly stated to be payable
by the Sub-Adviser hereunder or by the Adviser under the Advisory Agreement, which expenses payable by the Fund shall include,
without implied limitation, (i) expenses of maintaining the Fund and continuing its existence; (ii) registration of the Fund and
Trust under the 1940 Act; (iii) commissions, spreads, fees and other expenses connected with the acquisition, holding and disposition
of securities and other investments; (iv) auditing, accounting and legal expenses; (v) taxes and interest; (vi) governmental fees;
(vii) expenses of issue, sale and redemption of shares; (viii) fees and expenses of registering, qualifying, and maintaining the
Trust, the Fund, and its shares under applicable federal and state securities laws and of preparing and filing registration statements,
other offering statements or memoranda, and other reports, forms and documents required to be filed by the Trust or Fund with the
Securities and Exchange Commission (the “SEC”) and any other applicable regulatory body, and for printing and distributing
the same to shareholders; (ix) expenses of reports and notices to shareholders and of meetings of shareholders and proxy solicitations
therefor; (x) expenses of reports to governmental officers and commissions; (xi) insurance expenses; (xii) association membership
dues; (xiii) fees, expenses and disbursements of custodians and subcustodians for all services to the Fund (including without limitation
safekeeping of funds, securities and other investments, keeping of books, accounts and records, and determination of net asset
values); (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, shareholder servicing agents and
registrars for all services to the Fund; (xv) expenses for servicing shareholder accounts; (xvi) any direct charges to the Trust
or shareholders approved by the Trustees of the Trust; (xvii) compensation and expenses of Trustees of the Trust who are not members
of the Adviser’s or the Sub-Adviser’s organizations; (xviii) all payments to be made and expenses to be assumed by
the Fund in connection with the distribution of Fund shares; (xix) any pricing or valuation services employed by the Fund to value
its investments including primary and comparative valuations services; (xx) any investment advisory, sub-investment advisory, or
similar management fee payable by the Fund; (xxi) all expenses incurred in connection with the Fund’s use of a line of credit;
and (xxii) such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims
and the obligation of the Trust to indemnify its Trustees, officers, and shareholders with respect thereto.
4. Other
Interests. It is understood that Trustees and officers of the Trust and shareholders of the Fund are or may be or become
interested in the Sub-Adviser as trustees, officers, employees, shareholders or otherwise and that trustees, officers,
employees and shareholders of the Sub-Adviser are or may be or become similarly interested in the Fund, and that the
Sub-Adviser may be or become interested in the Fund as a shareholder or otherwise. It is also understood that trustees,
officers, employees and shareholders of the Sub-Adviser may be or become interested (as directors, trustees, officers,
employees, shareholders or otherwise) in other companies or entities (including, without limitation, other investment
companies) that the Sub-Adviser may organize, sponsor, or acquire, or with which it may merge or consolidate, and which may include the
words “[SUB-ADVISER NAME]” or any combination thereof as part of their name, and that the Sub-Adviser or its subsidiaries
or affiliates may enter into advisory or management agreements or other contracts or relationships with such other companies or
entities.
The services of the Sub-Adviser to the
Adviser for the benefit of the Fund are not to be deemed to be exclusive and the Sub-Adviser is free to render services to others
and engage in other business activities. It is understood that the Sub-Adviser and its affiliates perform investment services,
including rendering investment advice, to varied clients. It is understood that the Sub-Adviser or any of its affiliates may give
advice or take action for other accounts that may differ from, conflict with, or be adverse to advice given or taken for the Fund.
It is understood that certain securities or instruments may be held in some accounts but not in others, or the accounts may have
different levels of holdings in certain securities or instruments and the accounts may remit different levels of fees to the Sub-Adviser.
In addition, it is understood that the Sub-Adviser or any of its affiliates may give advice or take action with respect to the
investments of the Fund that may not be given or taken with respect to one or more accounts with similar investment programs, objectives,
and strategies. The Fund acknowledges that the Sub-Adviser, its affiliates, and their respective officers, directors, and/or employees
may from time to time have positions in or transact in securities and other investments recommended to clients, including the Fund.
Such transactions may differ from or be inconsistent with the advice given, or the timing or nature of the Sub-Adviser’s
action or actions with respect to the Fund. The Sub-Adviser may aggregate the Fund’s orders with orders of its proprietary
accounts and/or orders of other clients.
5. Limitation
of Liability of the Sub-Adviser. In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of
obligations or duties hereunder on the part of the Sub-Adviser, the Sub-Adviser shall not be subject to liability to the Adviser
or the Fund or to any shareholder of the Fund for any act or omission in the course of, or connected with, rendering services hereunder
or for any losses that may be sustained in the acquisition, holding, or disposition of any security or other investment.
6. Duration
and Termination of this Agreement. This Agreement shall become effective upon the date of its execution, and, unless terminated
as herein provided, shall remain in full force and effect through and including the second anniversary of the execution of this
Agreement and shall continue in full force and effect indefinitely thereafter, but only so long as such continuance after such
second anniversary is specifically approved at least annually (i) by the Board of Trustees of the Trust or by vote of a majority
of the outstanding voting securities of the Fund and (ii) by the vote of a majority of those Trustees of the Trust who are not
interested persons of the Sub-Adviser, the Adviser, or the Trust cast in person at a meeting called for the purpose of voting on
such approval.
This Agreement may be terminated as to
the Fund without the payment of any penalty by (i) the Adviser, subject to the approval of the Trustees of the Trust; (ii) the
vote of the Trustees of the Trust; (iii) the vote of a majority of the outstanding voting securities of the Fund at any annual
or special meeting; or (iv) the Sub-Adviser, in each case on sixty (60) days’ written notice. This Agreement shall terminate
automatically in the event of its assignment or in the event that the Advisory Agreement shall have terminated for any reason.
In the event of termination for any reason, all records of the Fund shall promptly be returned to the Adviser or the Fund, free
from any claim or retention of rights in such record by the Sub-Adviser, although the Sub-Adviser may, at its own expense, make
and retain a copy of such records.
7. Amendments of the Agreement. This Agreement may be amended by a writing
signed by both parties hereto, provided that no amendment to this Agreement shall be effective until approved in a manner
consistent with the requirements of the 1940 Act.
8. Limitation
of Liability. A copy of the Declaration of Trust for each the Trust and the Adviser is on file with the Secretary of The Commonwealth
of Massachusetts, and notice is hereby given that this Agreement is executed on behalf of each the Adviser and the Trust by an
officer of each respective organization, in his or her capacity as an officer and not individually. The Sub-Adviser expressly acknowledges
the provisions in the Declarations of Trust of the Trust and of the Adviser limiting the personal liability of Trustees, officers,
and the shareholders of the Fund and the Adviser, respectively, and the Sub-Adviser hereby agrees that it shall have recourse to
the Fund or the Adviser, respectively, for payment of claims or obligations as between the Fund or the Adviser, respectively, and
the Sub-Adviser arising out of this Agreement and shall not seek satisfaction from the Trustees or officers of the Trust or the
Adviser or the shareholders of the Fund or the Adviser.
9. Third
Party Beneficiaries. The Fund is a third party beneficiary to this Agreement. Aside from the Fund, nothing in this Agreement,
express or implied, is intended to or shall confer upon any person not a party hereto (including, but not limited to, shareholders
of the Fund) any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
10. Books
and Records. The Sub-Adviser hereby agrees that all records that it maintains for the Fund are the property of the Fund and
further agrees to surrender promptly to the Fund any of such records upon the Fund’s or the Adviser's request in compliance
with the requirements of Rule 31a-3 under the 1940 Act, although the Sub-Adviser may, at its own expense, make and retain a copy
of such records. The Sub-Adviser further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records
required to be maintained by Rule 31a-1 under the 1940 Act.10.
11. Certain
Definitions. The terms “assignment” and “interested persons” when used herein shall have the respective
meanings specified in the 1940 Act, as now in effect or as hereafter amended subject, however, to such exemptions as may be granted
by any rule, regulation or order by the SEC. The term “vote of a majority of the outstanding voting securities” shall
mean the vote, at a meeting of shareholders, of the lesser of (a) 67 per centum or more of the shares of the Fund present or represented
by proxy at the meeting if the shareholders of more than 50 per centum of the outstanding shares of the Fund are present or represented
by proxy at the meeting, or (b) more than 50 per centum of the outstanding shares of the Fund. In addition, where the effect of
a requirement of the 1940 Act reflected in any provision of this Agreement is modified or interpreted by any applicable order
or orders of the SEC, any rules or regulations adopted by, or interpretative releases of, the SEC, or any applicable guidance
issued by the staff of the SEC, such provision will be deemed to incorporate the effect of such order, rule, regulation, interpretative
release, or guidance.
12. [Use
of the Name “[Sub-Adviser Name].” The Sub-Adviser hereby consents to the use of the name “[Sub-Adviser Name]”
as part of the Fund’s name; provided, however, that such consent shall be conditioned upon the employment of the Sub-Adviser
or one of its affiliates as the investment Sub-Advisor of the Fund. The name “[Sub-Adviser Name]” or any variation
thereof may be used, from time to time, in other connections and for other purposes by the Sub-Adviser and its affiliates and
other investment companies that have obtained consent to the use of the name “[Sub-Adviser Name].” The Sub-Adviser
shall have the right to require the Fund to cease using the name “[Sub-Adviser Name]” as part of the Fund’s
name if the Adviser ceases, for any reason, to employ the Sub-Adviser or one of its affiliates as the Fund’s investment
sub-adviser. Future names adopted by the Fund for itself, insofar as such names include identifying words requiring the consent
of the Sub-Adviser, shall be the property of the Sub-Adviser and shall be subject to the same terms and conditions.]1
___________________
1 Bracketed language included only with respect
to Atlanta Capital Focused Growth Fund, Atlanta Capital Select Equity Fund and Atlanta Capital SMID-Cap Fund.
13. Miscellaneous.
(a) If
any term or provision of this Agreement or the application thereof to any person or circumstance is held to be invalid or unenforceable
to any extent, the remainder of this Agreement or the application of such provision to other persons or circumstances shall not
be affected thereby and shall be enforced to the fullest extent permitted by law.
(b) This
Agreement shall be governed by and interpreted in accordance with the laws of The Commonwealth of Massachusetts.
(c) This
Agreement may be executed by the parties hereto in any number of counterparts, and all of said counterparts taken together shall
be deemed to constitute one and the same instrument.
[Signature page follows.]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed as of the day and year first above written.
[EATON
VANCE MANAGEMENT/
BOSTON
MANAGEMENT AND RESEARCH]
By: ______________________________
Name: [NAME]
Title: Vice President and not individually
[SUB ADVISER SIGNATURE BLOCK]
By: _____________________________
Name:
Title:
Acknowledged and agreed to as of the day
and year first above written:
[TRUST NAME]
(on behalf of FUND NAME)
By: _________________________________
Name: [NAME]
Title: President and not individually
APPENDIX A
Annual Investment Sub-Advisory Fee
For the services, payments and facilities
furnished by the Sub-Adviser under this Agreement, the Sub-Adviser is entitled to receive from the Adviser the compensation set
forth below:
[INSERT ADVISORY FEE SCHEDULE AND ASSETS
ON WHICH FEE IS ASSESSED]
In case of initiation or termination of
the Agreement during any month with respect to the Fund, the fee for that month shall
be reduced proportionately on the basis of the number of calendar days during which the Agreement is in effect [and the fee shall
be computed upon the basis of the average gross assets for the business days the Agreement is so in effect for that month.]
The Fund’s daily net assets shall
be computed in accordance with the Declaration of Trust of the Trust and any applicable votes and determinations of the Trustees
of the Trust.
Such compensation shall be paid monthly
in arrears. The Sub-Adviser may, from time to time, waive all or a part of the above compensation.
Appendix O
FORM OF INVESTMENT SUB-ADVISORY AGREEMENT
RELATING TO
EATON VANCE GREATER INDIA FUND
This INVESTMENT SUB-ADVISORY AGREEMENT
(“Agreement”) effective [x] [MONTH], 2021, is between Boston Management and Research, a Massachusetts business trust
(“Adviser”), and Goldman Sachs Asset Management, L.P., a limited partnership organized under the laws of Delaware (“Sub-Adviser”).
WHEREAS, Eaton Vance Greater India Fund
(the “Fund”), a series of Eaton Vance Special Investment Trust (the “Trust”), is registered under the Investment
Company Act of 1940, as amended (the “1940 Act”), as an open-end, management investment company; and
WHEREAS, pursuant to an Investment Advisory
Agreement dated [x] [MONTH], 2021 (“Advisory Agreement”), a copy of which has been provided to the Sub-Adviser, the
Trust has retained the Adviser to render advisory and management services to the Fund (as described more fully below); and
WHEREAS, pursuant to authority granted
to the Adviser in the Advisory Agreement, the Adviser wishes to retain the Sub-Adviser to furnish investment advisory services
to the Fund and the Adviser, and the Sub-Adviser is willing to furnish such services to the Fund and the Adviser.
NOW, THEREFORE, in consideration of the
promises and mutual covenants herein contained, it is agreed between the Adviser and the Sub-Adviser as follows:
1. Appointment.
The Adviser hereby appoints the Sub-Adviser to act as the investment sub-adviser for and to manage the investment and reinvestment
of the assets of the Fund, subject to the supervision of the Adviser and the Fund’s Board of Trustees (“Board”),
for the period and on the terms set forth in this Agreement. The Sub-Adviser accepts such appointment and agrees to furnish the
services herein set forth herein for the period and on the terms set forth in this Agreement.
Subject to the requirements of the 1940
Act, the Adviser has the authority in its discretion to alter the allocation of the Fund’s assets among the Sub-Adviser,
the Adviser and any other appointed sub-adviser upon reasonable notice to the Sub-Adviser.
2. Sub-Adviser
Duties. Subject to the supervision of the Board and the Adviser, the Sub-Adviser will provide a continuous investment program
for the Fund and determine, in its discretion, the composition of the assets of the Fund, including the determination of the purchase,
retention, or sale of the securities, cash, and other investments for the Fund. The Sub-Adviser will provide investment research
and conduct a continuous program of evaluation, investment, sale, and reinvestment of the Fund’s assets by determining (a)
the securities and other investments that shall be purchased, entered into, sold, closed, and/or exchanged for the Fund; (b) when
these transactions should be executed, and (c) what portion of the assets of the Fund should be held in various securities and
other investments in which the Fund is permitted to invest. The Sub-Adviser is authorized, in its sole discretion and without prior
consultation with the Adviser or the Trust, to buy, sell, and otherwise trade in any of the types of securities and investment
instruments permitted by the Fund’s Registration Statement. The Sub-Adviser may use the portfolio management, research and
other resources of advisory affiliates through participating affiliate arrangements in rendering investment advisory services to
the Fund. Under such circumstances, the Sub-Adviser shall be fully accountable to the Fund and/or the Adviser for the actions of
such affiliates.
The Sub-Adviser will provide the services
under this Agreement in accordance with the Trust’s Declaration of Trust, By-Laws, and investment objective(s), policies
and procedures and restrictions as stated in the Trust’s Registration Statement as filed with the SEC under the 1940 Act,
as from time to time amended (“Registration Statement”). The Adviser shall promptly provide the Sub-Adviser with copies
of any amendment to the Registration Statement prior to the commencement of this Agreement and shall provide the Sub-Adviser with
drafts of any other
amendment to the Registration Statement as well as any sticker
supplements to the Fund’s prospectus or statement of additional information relevant to the Sub-Adviser or its management
of the Fund. The Sub-Adviser shall review and provide comments on such drafts on a timely basis. Sub-Adviser’s services under
this Agreement also will be provided in accordance with any internal guidelines or investment parameters for the Fund (including
portfolio risk limits) that are mutually agreed to in writing from time to time by the Adviser and the Sub-Adviser.
The Sub-Adviser further agrees as follows:
a. The
Sub-Adviser shall perform its duties hereunder in accordance with (i) the 1940 Act and all rules and regulations thereunder, (ii)
all other applicable federal and state laws and regulations, (iii) any procedures adopted by the Board and deemed applicable by
the Adviser to the Fund (provided that the Sub-Adviser has been or will be provided by the Adviser with a copy of any current or
future procedures and has been provided with a reasonable period of time to understand and adapt to such procedures) (“Fund
Procedures”), (iv) the provisions of the Fund’s Registration Statement (as described above), and (v) the Sub-Adviser’s
operating policies and procedures provided to the Adviser. The Sub-Adviser shall exercise reasonable care in the performance of
its duties under the Agreement. With respect to (iii) above, by executing this Agreement, the Sub-Adviser acknowledges that it
has received from the Adviser written copies of the current Fund Procedures and has had a reasonable period of time to understand
and adapt to such Procedures.
b. The
Sub-Adviser will manage the Fund so that it meets the income and asset diversification requirements of Section 851 of the Internal
Revenue Code of 1986, as amended (“Code”).
c. The
Sub-Adviser shall exercise voting authority with respect to proxies that the Fund is entitled to vote with regard to securities
in the Fund’s portfolio, provided that such authority may be revoked in whole or in part by the Adviser at any time upon
written notice to the Sub-Adviser and provided further that the exercise of such authority shall be in accordance with the relevant
Fund Procedures. As provided in the Fund Procedures, the Sub-Adviser shall exercise its proxy voting authority hereunder in accordance
with such proxy voting policies and procedures of the Sub-Adviser as are approved by the Adviser and the Board. The Sub-Adviser
shall provide such information relating to its exercise of proxy voting authority hereunder (including the manner in which it has
voted proxies and its resolution of conflicts of interest) as reasonably requested by the Adviser from time to time. The Sub-Adviser
shall provide the proxy voting history for the Fund to the Adviser or any third party agent designated by the Adviser in a timely
manner for inclusion in the Fund’s requisite Form N-PX.
d. The
Sub-Adviser will provide reasonable assistance to the Fund’s custodian (“Custodian”) and the Adviser in their
determining or confirming, consistent with the relevant Fund Procedures and as stated in the Registration Statement, the value
of any portfolio securities or other assets of the Fund for which the Custodian or the Adviser seeks assistance from, or identifies
for review by, the Sub-Adviser and otherwise perform such duties as sub-adviser for the Fund as are specifically described in such
Fund Procedures. The parties acknowledge that the Sub-Adviser (i) is not a custodian of the Trust’s assets and will not take
possession or custody of such assets and (ii) is not engaged to provide the official books and records of the Fund. The Adviser
acknowledges and agrees that (i) the Sub-Adviser shall not be deemed to be the pricing or valuation agent for the Fund, and (ii)
the Sub-Adviser is not obligated to provide pricing information to satisfy any regulatory requirements to which the Fund may be
subject (e.g., ASC 820).
e. Following
the end of each of the Fund’s fiscal periods, the Sub-Adviser will provide reasonable assistance to the Adviser in its preparation
of any reports required by applicable rules and regulations, such as Form N-CSR, Form N-CEN and Form N-PORT, as well as any discussion
of the Fund’s performance required by applicable law. The Sub-Adviser will also provide periodic commentaries regarding the
performance of the Fund as reasonably requested by the Adviser, which shall be subject to review and editing by the Adviser and
further subject to the terms of Section 7 hereof. The Sub-Adviser also will provide to the Trust any certifications relating to
the content of any such report, discussion or commentary as required by relevant Fund Procedures or as is otherwise reasonably
requested by the Trust.
f. The
Sub-Adviser will complete and deliver to the Adviser for each quarter by the 10th calendar day of the following quarter
(i) a written compliance checklist in a form agreed to in advance by the Adviser and Sub-Adviser, (ii) a written investment oversight
questionnaire in a form agreed to in advance by the Adviser and Sub-Adviser, (iii) a risk management and related analytic report
in a format agreed to in advance by the Adviser and Sub-Adviser, and (iv) such other reports as may be reasonably requested by
the Adviser.
g. The
Sub-Adviser will make available to the Trust and the Adviser, promptly upon request, any of the investment records and ledgers
for the Fund maintained by the Sub-Adviser (which shall not include the records and ledgers maintained by the Custodian, portfolio
accounting agent or other service providers for the Trust) as are necessary to assist the Trust and the Adviser in complying with
requirements of the 1940 Act and the Investment Advisers Act of 1940, as amended (“Advisers Act”), and the rules under
each, as well as other applicable securities laws. The Sub-Adviser will furnish to regulatory authorities, having the requisite
authority over the Fund, any information or reports in connection with the Sub-Adviser’s services to the Fund and the Adviser
that may be requested in order to ascertain whether the operations of the Fund are being conducted in a manner consistent with
applicable laws and regulations.
h. The
Sub-Adviser will provide periodic reports to the Board (for consideration at meetings of the Board) on the investment program for
the Fund and the investments in the Fund in a format agreed to in advance by the Adviser and Sub-Adviser and such other special
reports as the Board or the Adviser may reasonably request, provided the format of such special reports is agreed to in advance
by the Adviser and Sub-Adviser.
i. The
Sub-Adviser will maintain a fidelity bond, as well as insurance for its directors and officers and errors and omissions, in an
adequate amount based on the Sub-Adviser’s assets under management and the scope of its business.
j. The
Sub-Adviser shall not consult with any other sub-adviser of the Fund or the Trust, or the sub-adviser to any other investment company
(or separate series of an investment company) managed by the Adviser concerning the Fund or Trust’s transactions in securities
or other assets, except for purposes of complying with applicable law or regulation. The Adviser shall not be required to provide
the Sub-adviser with Fund or Trust sales data.
k. Nothing
in this Sub-Advisory Agreement shall prevent the Sub-Adviser from acting as investment adviser for any other person, firm, corporation
or other entity and shall not in any way restrict the Sub-Adviser or any of its stockholders, directors, officers, employees or
its affiliates from buying, selling or trading any securities for its or their own account or for the account of others from whom
it or they may be acting; provided that such activities do not adversely affect the performance by any party of its duties under
this Sub-Advisory Agreement.
3. Broker-Dealer
Selection and Portfolio Transaction Information. The Sub-Adviser is authorized to place all orders for the purchase or sale
of portfolio securities and investment instruments permitted by the Fund’s Registration Statement for the Fund either directly
with the issuer or with brokers or dealers selected by the Sub-Adviser. To that end, the Sub-Adviser is authorized as the agent
of the Fund to give instructions to the Custodian as to deliveries of securities and investment instruments and payments of cash
for the account of the Fund. In connection with the selection of such brokers or dealers and the placing of orders for the Fund,
the Sub-Adviser shall follow the relevant Fund Procedures, including the Policies and Procedures Relating to Fund Brokerage Allocation
and Use of Fund Commissions. The Sub-Adviser will report to the Trust’s Board periodically on brokerage allocation, including
with respect to use of Fund commissions to acquire research, indicating the broker-dealers to which such allocations have been
made and the basis therefore as the Adviser or the Board reasonably requests.
The Sub-Adviser will arrange for the
transmission to the Custodian on a daily basis such confirmation, trade tickets, and other documents and information, including,
but not limited to, Cusip, Cedel, or other numbers that identify securities to be purchased or sold on behalf of the Fund, as may
be reasonably necessary to enable the Custodian to perform its administrative and recordkeeping responsibilities with respect to
the Trust.
4. Disclosure
about Sub-Adviser. The Sub-Adviser has received and reviewed the most current amendment to the Registration Statement for the
Trust that contains or incorporates disclosure about the Sub-Adviser (if any), and represents and warrants that the disclosure,
with respect to the Sub-Adviser, its personnel, and the investment policies and strategies followed by the Sub-Adviser in managing
the Fund and the risks relating thereto is accurate in all material respects. The Sub-Adviser further represents and warrants that
it is a duly registered investment adviser under the Advisers Act and will maintain such registration so long as this Agreement
remains in effect and also complies with any other relevant regulatory requirements to operate its business. The Adviser hereby
acknowledges that it has received a copy of the Sub-Adviser’s Form ADV (as filed with the SEC) prior to entering into this
Agreement.
5. Duties
of the Adviser. The Adviser undertakes to provide the Sub-Adviser with reasonable advance written notice of any action taken
by the Adviser or the Trust’s Board that is likely to have any impact on the Sub-Adviser or its ability to provide services
under this Agreement including, without limitation, any change to (i) the Fund’s investment objective(s), strategies, policies,
and restrictions, (ii) the Fund Procedures, or (iii) the Fund’s Registration Statement as it relates to the services provided
by the Sub-Adviser to the Fund. The Adviser agrees that, provided it is within its ability, it will allow for a reasonable implementation
period for any such action and Sub-Adviser agrees it will make a reasonable effort to implement any such action within such implementation
period.
6. Expenses.
During the term of this Agreement, the Sub-Adviser will pay all expenses incurred by it and its staff and for their activities
in connection with its duties under this Agreement, including, but not limited to, rental and overhead expenses, expenses of the
Sub-Adviser’s personnel, insurance of the Sub-Adviser and its personnel, research services (except as permitted under the
Fund Procedures), and taxes of the Sub-Adviser.
The Adviser and the Trust shall be responsible
for all expenses of the Adviser’s and Fund’s operations, respectively, including, without limitation, those described
in the Advisory Agreement.
7. Compensation.
For the services provided to the Fund, the Adviser will pay the Sub-Adviser compensation in an amount equal to a percentage of
the investable assets of the Fund per annum which are not invested in other investment companies for which Adviser or its affiliate
(i) serves as adviser and (ii) receives an advisory fee (“Investable Assets”) as specified in Schedule A. The
fee will be appropriately prorated to reflect any portion of a calendar month that this Agreement is not in effect. The Adviser
is solely responsible for the payment of fees to the Sub-Adviser, and the Sub-Adviser agrees to seek payment of its fees solely
from the Adviser. The Trust shall have no liability for Sub-Adviser’s fee hereunder.
8. Materials.
a.
During the term of this Agreement, the Adviser agrees to furnish the Sub-Adviser at its principal
office all prospectuses, statements of additional information, and sticker supplements relevant to the Sub-Adviser or its management
of the Fund, as well as proxy statements and reports to shareholders prepared for distribution to shareholders of the Fund, which
refer to the Sub-Adviser, prior to the use thereof, and neither the Adviser nor the Trust shall use any such materials if the Sub-Adviser
reasonably objects in writing within a reasonable period of time (or such other period as may be mutually agreed) after receipt
thereof. The Sub-Adviser’s right to object to such materials is limited to reasonable objections with respect to the accuracy
or completeness of the disclosure in such documents or reports.
b.
It is understood that the names “Goldman Sachs” and “Goldman Sachs Asset
Management” or any trademark, trade name, service mark, or logo, or any variation of such trademark, trade name, service
mark, or logo of the Sub-Adviser or its affiliates (collectively, the “Goldman Sachs Marks”) are the valuable property
of the Sub-Adviser and its affiliates and that the Fund or its affiliates have the right to use such Goldman Sachs Marks in offering
materials of the Fund or any Fund only with the prior written approval of the Sub-Adviser and only for so long as the Sub-Adviser
is a sub-adviser to the Fund. Upon termination of this Agreement or upon the earlier request of the Sub-Adviser, the Fund shall
as soon as is reasonably possible cease to use the Goldman Sachs Marks.
c.
It is understood that the names “Boston Management and Research” and “Eaton
Vance Management” or any derivative thereof or logos associated with such names are the valuable property of the Adviser
and its affiliates and that the Sub-Adviser has the right to use such names (or derivatives or logos) in client lists. Any other
use shall require approval in advance from the Adviser. Upon termination of this Agreement the Sub-Adviser shall as soon as is
reasonably possible cease to use such names (or derivatives or logos).
9. Compliance.
a.
The Sub-Adviser has adopted written policies and procedures reasonably designed to prevent
violation by it, or any of its supervised persons, of the Advisers Act and the rules under the Advisers Act and other federal securities
laws and regulations relevant to the performance of its duties under this Agreement (“Sub-Adviser Procedures”). The
Sub-Adviser has designated a chief compliance officer (“CCO”) responsible for administering the Sub-Adviser Procedures.
The CCO shall provide to the Adviser and/or the Trust and their respective CCOs written compliance reports relating to the operations
and compliance procedures of the Sub-Adviser as may be required by law or regulation or as are otherwise reasonably requested.
The Sub-Adviser agrees to implement other or additional compliance techniques as
the Adviser or the Board may reasonably request, including written compliance procedures, provided that doing so would not cause
the Sub-Adviser to incur additional significant fees or expenses or otherwise conflict with the Sub-Adviser’s compliance
program.
b.
The Sub-Adviser agrees that, if it is reasonably likely to have a material impact on the performance
of its duties under this Agreement, it shall promptly notify, if legally permitted, the Adviser and the Trust (1) in the event
that the SEC or other governing body has censured the Sub-Adviser; placed limitations upon its activities, functions or operations;
suspended or revoked its registration as an investment adviser; or has commenced proceedings or an investigation (formal or informal)
that is likely to reasonably result in any of these actions; or corresponded with the Sub-Adviser, including sending a deficiency
letter or raising issues about the business, operations, or practices of the Sub-Adviser; (2) in the event of any notice of an
investigation, examination, inquiry audit or subpoena of the Sub-Adviser or any of its officers or employees by any federal, state
or other governmental agency or body, (3) upon having a reasonable basis for believing that the Fund has ceased to qualify or is
likely not to qualify as a regulated investment company under Subchapter M of the Code, (4) upon detection of any breach of any
of the Fund Procedures and of any violation of any applicable law or regulation, including the 1940 Act and Subchapter M of the
Code, relating to the Fund, or (5) upon detection of any material violations of the Sub-Adviser Procedures that relate to the Fund
or the Sub-Adviser’s activities generally, such as when the violation could be considered material to the Sub-Adviser’s
advisory clients. The Sub-Adviser further agrees to promptly notify the Adviser and the Trust of any fact material to the Fund,
the Adviser, the Board or shareholders of the Fund known to the Sub-Adviser respecting or relating to the Sub-Adviser that is not
contained in the Registration Statement or prospectus for the Fund, or any amendment or supplement thereto received by the Sub-Adviser,
or if any statement contained therein relating to the Sub-Adviser becomes untrue in any material respect.
c.
The Adviser agrees that it shall promptly notify, if legally permitted, the Sub-Adviser (1)
in the event that the SEC or other governing body has censured the Adviser or the Trust with respect to the Fund; placed limitations
upon either of their activities, functions, or operations; suspended or revoked the Adviser’s registration as an investment
adviser; or has commenced proceedings or an investigation that may result in any of these actions, (2) upon having a reasonable
basis for believing that the Fund has ceased to qualify or might not qualify as a regulated investment company under Subchapter
M of the Code, or (3) of any regulatory matter involving the Fund’s investments or investment practices.
d.
The Sub-Adviser will provide the Adviser with such reports, presentations, certifications
and other information as the Adviser may reasonably request from time to time, in a format mutually agreed upon, concerning the
business and operations of the Sub-Adviser in performing services hereunder or generally concerning the Sub-Adviser’s investment
advisory services, the Sub-Adviser’s compliance with applicable federal, state and local law and regulations, changes in
the Sub-Adviser’s key personnel, investment strategies, policies and procedures, and other matters that are likely to have
a material impact on the Sub-Adviser’s duties hereunder.
10. Books
and Records. The Sub-Adviser hereby agrees that all records which it maintains for the Fund and the Trust are the property
of the Trust and further agrees to surrender promptly to the Trust any of such records upon the Trust’s or the Adviser’s
request in compliance with the requirements of Rule 31a-3 under the 1940 Act, although the Sub-Adviser may, at its own expense,
make and retain a copy of such records. The Sub-Adviser further agrees to preserve for the periods prescribed by Rule 31a-2 under
the 1940 Act the records required to be maintained by Rule 31a-1 under the 1940 Act.
11. Cooperation;
Confidentiality. Each party to this Agreement agrees to cooperate with the other party and with all appropriate governmental
authorities having the requisite jurisdiction (including, but not limited to, the SEC) in connection with any investigation or
inquiry relating to this Agreement, the Fund or the Trust. Subject to the foregoing, each party shall treat as confidential all
information pertaining to the Sub-Adviser, Adviser or the Fund or its shareholders or the Trust (as applicable), their actions
with respect to the Fund and the Trust, and the business, operations and clients of the Adviser and the Sub-Adviser, except that
the aforesaid information need not be treated as confidential if (a) required to be disclosed under applicable law, (b) generally
available to the public through means other than by disclosure by the parties, or (c) available from a source other than the Adviser,
Sub-Adviser or the Trust and without a breach of an obligation of confidentiality to the other party. Sub-Adviser acknowledges
that the Adviser will have continuous access to the Fund’s holdings and information relating to portfolio management that
is in the possession of the Custodian.
Neither the Adviser nor Sub-Adviser shall
disclose or disseminate non-public information regarding the Fund, including a list of portfolio securities identified as being
held by the Fund, which it receives or has access to in the course of performing its duties under this Agreement except as may
be permitted by relevant Fund Procedures. Neither party shall use its knowledge of non-public information regarding the Fund as
a basis to place or recommend any securities transactions for its own benefit, or the benefit of one or more of its clients, to
the detriment of the Fund. To the extent that either Party has delegated any duties or services to an affiliate or a third-party,
it shall ensure that any such affiliate or third-party abides by the confidentiality provision of this Section 11. Each Party shall
ensure that any such affiliate or third-party shall enter into a written confidentiality agreement providing for the non-disclosure
of such non-public information. Notice of such agreement shall be provided to the Trust.
12. Control.
Notwithstanding any other provision of the Agreement, it is understood and agreed that the Trust shall at all times retain the
ultimate responsibility for and control of all functions performed pursuant to this Agreement and has reserved the right to reasonably
direct any action hereunder taken on its behalf by the Sub-Adviser.
13. Liability.
a.
Except as may otherwise be required by the 1940 Act or the rules thereunder or other applicable
law, the Adviser agrees that the Sub-Adviser, any affiliated person of the Sub-Adviser, and controlling persons thereof (each a
“Sub- Adviser Controlling Person,” and collectively, “Sub-Adviser Controlling Persons”) shall not be liable
for, or subject to any losses, claims, damages, expenses, liabilities or litigation in connection with, any act or omission connected
with or arising out of any services rendered under this Agreement, except by reason of willful misfeasance, bad faith, or gross
negligence, in each such case, in the performance of the Sub-Adviser’s duties, or any material breach by the Sub-Adviser
of its obligations or duties under this Agreement (the “Sub-Adviser Standard of Care”). In no case shall the Sub-Adviser,
its affiliated persons or any of the Sub-Adviser Controlling Persons be liable for actions taken or non-actions with respect to
the performance of services under this Agreement if the Sub-Adviser is instructed in writing by the Adviser or the Trust to take
such action or non-action. The Adviser understands and acknowledges that the Sub-Adviser does not warrant that the portion of the
assets of the Fund managed by the Sub-Adviser will achieve any particular rate of return or that its performance will match any
benchmark index or other standard or objective. In no case shall the Sub-Adviser, its affiliated persons or any of the Sub-Adviser
Controlling Persons be liable for any portion of the assets of the Fund not managed by the Sub-Adviser (if any), and all representations
and covenants of the Sub-Adviser in this Agreement shall be deemed to apply only to the portion of the assets of the Fund managed
by the Sub-Adviser.
b.
The Sub-Adviser agrees that neither the Trust nor the Fund shall bear any responsibility or
shall be subject to any liability for any losses, claims, damages, expenses, liabilities or litigation of the Sub-Adviser connected
with or arising out of its services under this Agreement.
14. Indemnification.
a.
The Adviser agrees to indemnify and hold harmless the Sub-Adviser, any affiliated person of
the Sub-Adviser, and Sub-Adviser Controlling Persons (the Sub-Adviser and all of such persons being referred to as “Sub-Adviser
Indemnified Persons”) against any and all losses, claims, damages, expenses, liabilities, or litigation (including reasonable
legal and other expenses) to which a Sub-Adviser Indemnified Person may become subject under the Securities Act of 1933, as amended
(“the 1933 Act”), the 1940 Act, the Advisers Act, under any other statute, at common law or otherwise, (1) arising
out of the Adviser’s responsibilities to the Sub-Adviser which may be based upon the Adviser’s gross negligence, willful
misfeasance, or bad faith in the performance of its duties, or any material breach by the Adviser of its obligations or duties
under this Agreement, or (2) which may be based upon any untrue statement or alleged untrue statement of a material fact contained
in the Registration Statement or prospectus covering the Fund, or any amendment thereof or any supplement thereto, or the omission
or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein
not misleading unless such statement or omission was made in reliance on disclosure reviewed by the Sub-Adviser in accordance with
Section 8 of this Agreement; provided however, that in no case shall the indemnity in favor of the Sub-Adviser Indemnified Person
be deemed to protect such person against any liability to which such person would otherwise be subject by reason of willful misfeasance,
bad faith, or gross negligence in the performance of its duties, or any material breach of its obligations or duties under this
Agreement.
b. Notwithstanding
Section 13 of this Agreement, the Sub-Adviser agrees to indemnify and hold harmless the Adviser, any affiliated person of the
Adviser, and controlling persons thereof (the Adviser and all of such persons being referred to as “Adviser Indemnified
Persons”) against any and all losses, claims, damages, expenses, liabilities, or litigation (including reasonable legal
and other expenses) to which an Adviser Indemnified Person may become subject under the 1933 Act, 1940 Act, the Advisers Act,
under any other statute, at common law or otherwise, (1) arising out of the Sub-Adviser’s responsibilities as
sub-adviser of the Fund which may be based upon the Sub-Adviser’s breach of the Sub-Adviser Standard of Care; or (2)
may be based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement
or prospectus covering the Fund, or any amendment or supplement thereto, or the omission or alleged omission to state therein
a material fact known or which should have been known to the Sub-Adviser and was required to be stated therein or necessary
to make the statements therein not misleading, if such a statement was made in reliance upon disclosure reviewed by the
Sub-Adviser in accordance with Section 8 of this Agreement or was omitted from a disclosure reviewed by the Sub-Adviser in
accordance with such Section 8; provided, however, that in no case shall the indemnity in favor of an Adviser Indemnified
Person be deemed to protect such person against any liability to which such person would otherwise be subject by reason of
willful misfeasance, bad faith, gross negligence in the performance of its duties, or by reason of its material breach of its
obligations or duties under this Agreement.
c.
The Adviser shall not be liable under Paragraph (a) of this Section 14 with respect to any
claim made against a Sub-Adviser Indemnified Person unless such Sub-Adviser Indemnified Person shall have notified the Adviser
in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim
shall have been served upon such Sub-Adviser Indemnified Person (or after such Sub-Adviser Indemnified Person shall have received
notice of such service on any designated agent), but failure to notify the Adviser of any such claim shall not relieve the Adviser
from any liability which it may have to the Sub-Adviser Indemnified Person against whom such action is brought except to the extent
the Adviser is prejudiced by the failure or delay in giving such notice. In case any such action is brought against the Sub-Adviser
Indemnified Person, the Adviser will be entitled to participate, at its own expense, in the defense thereof or, after notice to
the Sub-Adviser Indemnified Person, to assume the defense thereof, with counsel reasonably satisfactory to the Sub-Adviser Indemnified
Person. If the Adviser assumes the defense of any such action and the selection of counsel by the Adviser to represent both the
Adviser and the Sub-Adviser Indemnified Person would result in a conflict of interests and therefore, would not, in the reasonable
judgment of the Sub-Adviser Indemnified Person, adequately represent the interests of the Sub-Adviser Indemnified Person, the Adviser
will, at its own expense, assume the defense with counsel to the Adviser and, also at its own expense, with separate counsel to
the Sub-Adviser Indemnified Person, which counsel shall be reasonably satisfactory to the Adviser and to the Sub-Adviser Indemnified
Person. The Sub-Adviser Indemnified Person shall bear the fees and expenses of any additional counsel retained by it, and the Adviser
shall not be liable to the Sub-Adviser Indemnified Person under this Agreement for any legal or other expenses subsequently incurred
by the Sub-Adviser Indemnified Person independently in connection with the defense thereof other than reasonable costs of investigation.
The Adviser shall not have the right to compromise on or settle the litigation without the prior written consent of the Sub-Adviser
Indemnified Person if the compromise or settlement results, or may result, in a finding of wrongdoing on the part of the Sub-Adviser
Indemnified Person.
d.
The Sub-Adviser shall not be liable under Paragraph (b) of this Section 14 with respect to
any claim made against an Adviser Indemnified Person unless such Adviser Indemnified Person shall have notified the Sub-Adviser
in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim
shall have been served upon such Adviser Indemnified Person (or after such Adviser Indemnified Person shall have received notice
of such service on any designated agent), but failure to notify the Sub-Adviser of any such claim shall not relieve the Sub-Adviser
from any liability which it may have to the Adviser Indemnified Person against whom such action is brought except to the extent
the Sub-Adviser is prejudiced by the failure or delay in giving such notice. In case any such action is brought against the Adviser
Indemnified Person, the Sub-Adviser will be entitled to participate, at its own expense, in the defense thereof or, after notice
to the Adviser Indemnified Person, to assume the defense thereof, with counsel reasonably satisfactory to the Adviser Indemnified
Person. If the Sub-Adviser assumes the defense of any such action and the selection of counsel by the Sub-Adviser to represent
both the Sub-Adviser and the Adviser Indemnified Person would result in a conflict of interests and therefore, would not, in the
reasonable judgment of the Adviser Indemnified Person, adequately represent the interests of the Adviser Indemnified Person, the
Sub-Adviser will, at its own expense, assume the defense with counsel to the Sub-Adviser and, also at its own expense, with separate
counsel to the Adviser Indemnified Person, which counsel shall be reasonably satisfactory to the Sub-Adviser and to the Adviser
Indemnified Person. The Adviser Indemnified Person shall bear the fees and expenses of any additional counsel
retained by it, and the Sub-Adviser shall
not be liable to the Adviser Indemnified Person under this Agreement for any legal or other expenses subsequently incurred by
the Adviser Indemnified Person independently in connection with the defense thereof other than reasonable costs of investigation.
The Sub-Adviser shall not have the right to compromise on or settle the litigation without the prior written consent of the Adviser
Indemnified Person if the compromise or settlement results, or may result, in a finding of wrongdoing on the part of the Adviser
Indemnified Person.
15. Duration
and Termination.
a.
This Agreement shall become effective upon the date of its execution, and, unless terminated
as herein provided, shall remain in full force and effect through and including the second anniversary of the execution of this
Agreement and shall continue in full force and effect indefinitely thereafter, but only so long as such continuance after such
second anniversary is specifically approved at least annually (i) by the Trust’s Board or by vote of a majority of the outstanding
voting securities (as defined in the 1940 Act) of the Fund and (ii) by the vote of a majority of those Trustees of the Trust who
are not interested persons (as such term is defined in the 1940 Act) of any such Party to this Agreement cast at a meeting called
for the purpose of voting on such approval.
b.
Notwithstanding the foregoing, this Agreement may be terminated: (a) by the Adviser at any
time without payment of any penalty, upon 60 days’ prior written notice to the Sub-Adviser and the Trust, (b) at any time
without payment of any penalty by the Trust, by the Trust’s Board or a majority of the outstanding voting securities of the
Fund, upon 60 days’ prior written notice to the Adviser and the Sub-Adviser, (c) at any time without payment of any penalty
by the Sub-Adviser upon 60 days’ prior written notice by the Sub-Adviser to the Adviser and the Trust, (d) immediately in
the event the Sub-Adviser or the Adviser ceases to be registered as an investment adviser under the Advisers Act or otherwise becomes
legally incapable of providing investment management services pursuant to its respective contract with the Trust, or (e) in the
event the Advisory Agreement is terminated.
c.
In the event of termination for any reason, all records of the Trust shall promptly be returned
to the Adviser or the Trust, free from any claim or retention of rights in such record by the Sub-Adviser, although the Sub-Adviser
may, at its own expense, make and retain a copy of such records. This Agreement shall automatically terminate in the event of its
assignment (as such term is described in the 1940 Act). In the event this Agreement is terminated or is not approved in the manner
described above, the Sections or Paragraphs numbered 10, 11, 13, 14 and 19 of this Agreement shall remain in effect, as well as
any applicable provision of this Section 15 and, to the extent that only amounts are owed to the Sub-Adviser as compensation for
services rendered while the agreement was in effect as provided in Section 7.
16. Notices.
Any notice must be in writing and shall be sufficiently given (a) when delivered in person, (b) when dispatched by electronic mail
or electronic facsimile transfer (confirmed in writing by postage prepaid first class air mail simultaneously dispatched), (c)
when sent by internationally recognized overnight courier service (with receipt confirmed by such overnight courier service), or
(d) when sent by registered or certified mail, to the other party at the address of such party set forth below or at such other
address as such party may from time to time specify in writing to the other party.
If to the Trust:
Eaton
Vance Special Investment Trust
Two International Place
Boston, MA 02110
Attn: Chief Legal Officer
If to the Adviser:
Boston
Management and Research
Two International Place
Boston, MA 02110
Attn: Chief Legal Officer
If to the Sub-Adviser:
Goldman Sachs Asset Management, L.P.
200 West Street
New York, NY 10282
Attention: Legal Department
17. Amendments.
No provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed
by the party against which enforcement of the change, waiver, discharge or termination is sought, and no material amendment of
this Agreement shall be effective until approved as required by applicable law. The Sub-Adviser shall furnish to the Board such
information as may be reasonably necessary in order for the Board to evaluate this Agreement or any proposed amendments thereto
for the purposes of casting a vote pursuant to Section 15 or this Section 17 of this Agreement.
18. Interpretation
of Certain Terms. Where the effect of a requirement of the 1940 Act reflected in any provision of this Agreement is amended
hereafter, or is modified or interpreted by any applicable order or orders of the SEC, any rules or regulations adopted by, or
interpretative releases of, the SEC, or any applicable guidance issued by the staff of the SEC, such provision will be deemed to
incorporate the effect of such amendment, order, rule, regulation, interpretative release, or guidance.
19. Miscellaneous.
a.
This Agreement shall be governed by the laws of the Commonwealth of Massachusetts, provided
that nothing herein shall be construed in a manner inconsistent with the 1940 Act, the Advisers Act or rules or orders of the SEC
thereunder, and without regard for the conflicts of laws principle thereof. The term “affiliate” or “affiliated
person” as used in this Agreement shall mean “affiliated person” as defined in Section 2(a)(3) of the 1940 Act.
b.
The Adviser and the Sub-Adviser acknowledge that the Trust enjoys the rights of a third-party
beneficiary under this Agreement, and the Adviser acknowledges that the Sub-Adviser enjoys the rights of a third-party beneficiary
under the Advisory Agreement. Nothing herein shall be construed as constituting the Sub-Adviser as an agent or co-partner of the
Adviser, or constituting the Adviser as an agent or co-partner of the Sub-Adviser.
c.
The Sub-Adviser expressly acknowledges the provision in the Declaration of Trust of the Adviser
limiting the personal liability of the trustees and officers of the Adviser, and the Sub-Adviser hereby agrees that it shall have
recourse to the Adviser for payment of claims or obligations as between the Adviser and the Sub-Adviser arising out of this Agreement
and shall not seek satisfaction from the trustees or any officer of the Adviser.
d.
The captions of this Agreement are included for convenience only and in no way define or limit
any of the provisions hereof or otherwise affect their construction or effect.
e.
To the extent permitted under Section 15 of this Agreement, this Agreement may only be assigned
by any party with the prior written consent of the other party.
f.
If any provision of this Agreement shall be held or made invalid by a court decision, statute,
rule or otherwise, the remainder of this Agreement shall not be affected thereby, and to this extent, the provisions of this Agreement
shall be deemed to be severable.
g.
Nothing herein shall be construed as constituting the Sub-Adviser as an agent or co-partner
of the Adviser, or constituting the Adviser as an agent or co-partner of the Sub-Adviser.
h.
This Agreement may be executed in counterparts.
IN
WITNESS WHEREOF, the parties hereto have caused this instrument to be executed as of the day and year first above written.
BOSTON
MANAGEMENT AND RESEARCH
By:
Name:
Title:
GOLDMAN SACHS ASSET MANAGEMENT, L.P.
By:
Name:
Title:
SCHEDULE A
Annual Investment Sub-Advisory Fee
1. Fee will be calculated by Adviser and forwarded to the Sub-Adviser.
2. Fee will be calculated monthly in arrears for each calendar month
and payable by electronic method in USD within 30 business days following the end of each quarter.
3. Fee will be calculated and paid by the Adviser and the Sub-Adviser
will not be required to send an invoice to the Adviser.
4. Annual Investment Sub-Advisory Fee:
For the services provided hereunder, Sub-Adviser shall be entitled
to receive from the Adviser compensation in an amount equal to a percentage of the Investable Assets of the Fund per annum which
are not invested in other investment companies for which the Adviser or its affiliates (i) serves as adviser and (ii) receives
an advisory fee (“Eaton Vance Funds”), as listed below.
Investable Assets for the Month
(excluding Shares of Eaton Vance Funds)
|
Annual Asset Rate
|
Up to $500 million
|
0.475%
|
$500 million but less than $1 billion
|
0.450%
|
$1 billion but less than $2.5 billion
|
0.438%
|
$2.5 billion but less than $5 billion
|
0.426%
|
Over $5 billion
|
0.416%
|
5. Fee will be prorated as appropriate for the initial calendar
month and upon termination.
6. Monthly Fee = Investable Assets for the month * Annual Asset
Rate * (number of days in the relevant month / the number of days in the year)
The Fund’s daily net assets shall be computed in accordance
with the Declaration of Trust of the Fund and any applicable procedures, votes and determinations of the Board of the Fund.
Appendix P
FORM OF INVESTMENT SUB-ADVISORY
AGREEMENT
between
BOSTON MANAGEMENT AND
RESEARCH
and
BMO GLOBAL ASSET MANAGEMENT
(ASIA) LIMITED
for
EATON VANCE GREATER
CHINA GROWTH FUND
AGREEMENT made this
[xx] day of [xx], 2021, between Boston Management and Research, a Massachusetts business trust (the “Adviser”), and
BMO Global Asset Management (Asia) Limited, a company organized in Hong Kong (the “Sub-Adviser”).
WHEREAS, the Adviser
has entered into an Investment Advisory Agreement dated [xx] [xx], 2021 (the “Advisory Agreement”) with Eaton Vance
Growth Trust, a Massachusetts business trust (the “Trust”) on behalf of Eaton Vance Greater China Growth Fund (the
“Fund”), relating to the provision of portfolio management services to the Fund; and
WHEREAS, pursuant
to authority granted to the Adviser in the Advisory Agreement, the Adviser wishes to retain the Sub-Adviser to furnish investment
advisory services to the Fund, and the Sub-Adviser is willing to furnish such services to the Fund and the Adviser.
NOW, THEREFORE,
in consideration of the mutual covenants and agreements set forth herein, the Adviser and the Sub-Adviser agree as follows:
1. Appointment
of the Sub-Adviser. The Adviser hereby appoints the Sub-Adviser to act as investment adviser for and to manage the investment
and reinvestment of the assets of the Fund, subject to the supervision of the Adviser and the Trustees of the Trust, for the period
and on the terms set forth in this Agreement. The Sub-Adviser hereby accepts such appointment and undertakes to afford to the Fund
the advice and assistance of the Sub-Adviser's organization in the choice of investments and in the purchase and sale of securities
for the Fund and to furnish for the use of the Fund office space and all necessary office facilities, equipment and personnel for
servicing the investments of the Fund and to pay the salaries and fees of all officers and Trustees of the Trust who are members
of the Sub-Adviser's organization and all personnel of the Sub-Adviser performing services relating to research and investment
activities. The Sub-Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise
expressly provided or authorized, have no authority to act for or represent the Fund in any way or otherwise be deemed an agent
of the Fund.
2. Duties
of the Sub-Adviser. The Sub-Adviser shall provide the Fund with such investment management and supervision as the Adviser and
the Fund may from time to time consider necessary for the proper supervision of the Fund’s investments. As investment adviser
to the Fund and subject always to the applicable restrictions of the Declaration of Trust, By-Laws and registration statement of
the Trust under the Investment Company Act of 1940 (the “1940 Act”), all as from time to time amended, the Sub-Adviser
(i) shall furnish continuously an investment program and shall determine from time to time what securities and other investments
shall be acquired, disposed of or exchanged and what portion of the Fund's assets shall be held uninvested and (ii) is authorized,
in its discretion and without prior consultation with the Adviser or the Fund, to buy, sell, and otherwise trade in any and all
types of securities and investment instruments on behalf of the Fund. Should the Trustees of the Trust at any time, however, make
any specific determination as to investment policy for the Fund and notify the Sub-Adviser thereof in writing, the Sub-Adviser
shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination
has been revoked. The Sub-Adviser shall take, on behalf of the Fund, all actions which they deem necessary or desirable to implement
the investment policies of the Fund.
The Sub-Adviser shall
place all orders for the purchase or sale of portfolio securities for the account of the Fund either directly with the issuer or
with brokers or dealers selected by the Sub-Adviser, and to that end the Sub-Adviser is authorized as the agent of the Fund to
give instructions to the custodian of the Fund as to deliveries of securities and payments of cash for the account of the Fund.
In connection with the selection of such brokers or dealers and the placing of such orders, the Sub-Adviser shall adhere to procedures
adopted by the Board of Trustees of the Trust, copies of which shall be provided to the Sub-Adviser.
3. Compensation
of the Sub-Adviser. For the services, payments and facilities to be furnished hereunder by the Sub-Adviser, the Sub-Adviser
shall be entitled to receive from the Adviser the fee set forth on Appendix A hereto. Such fee shall be paid monthly in arrears
on the last business day of each month. In case of initiation or termination of the Agreement during any month, the fee for that
month shall be based on the number of calendar days during which it is in effect.
The Sub-Adviser may,
from time to time, waive all or a part of the above compensation to which it is entitled hereunder.
4. Allocation
of Charges and Expenses. It is understood that the Fund will pay all expenses other than those expressly stated to be payable
by the Sub-Adviser hereunder, which expenses payable by the Fund shall include, without implied limitation, (i) expenses of maintaining
the Fund and continuing its existence, (ii) registration of the Trust under the 1940 Act, (iii) commissions, fees and other expenses
connected with the acquisition, holding and disposition of securities and other investments, (iv) auditing, accounting and legal
expenses, (v) taxes and interest, (vi) governmental fees, (vii) expenses of issue, sale, and redemption of shares, (viii) expenses
of registering and qualifying the Fund and its shares under federal and state securities laws and of preparing and printing registration
statements or other offering statements or memoranda for such purposes and for distributing the same to shareholders and investors,
and fees and expenses of registering and maintaining registrations of the Fund and of the Fund’s principal underwriter as
broker-dealer or agent under state securities laws, (ix) expenses of reports and notices to shareholders and of meetings of shareholders
and proxy solicitations therefor, (x) expenses of reports to governmental officers and commissions, (xi) insurance expenses, (xii)
association membership dues, (xiii) fees, expenses and disbursements of custodians and subcustodians for all services to the Fund
(including without limitation safekeeping of funds, securities and other investments, keeping of books, accounts and records, and
determination of net asset values, book capital account balanced and tax capital account balances), (xiv) fees, expenses and disbursements
of transfer agents, dividend disbursing agents, shareholder servicing agents and registrars for all services to the Fund, (xv)
expenses for servicing the accounts of shareholders, (xvi) any direct charges to shareholders approved by the Trustees of the Trust,
(xvii) compensation and expenses of Trustees of the Trust who are not members of one of the Adviser’s or Sub-Adviser's organizations,
and (xviii) such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims
and the obligation of the Trust to indemnify its Trustees, officers and shareholders with respect thereto.
5. Other
Interests. It is understood that Trustees and officers of the Trust and shareholders of the Fund are or may be or become interested
in the Sub-Adviser as trustees, shareholders or otherwise and that trustees, officers and shareholders of the Sub-Adviser are or
may be or become similarly interested in the Fund, and that the Sub-Adviser may be or become interested in the Fund as a shareholder
or otherwise. It is also understood that trustees, officers, employees and shareholders of the Sub-Adviser may be or become interested
(as directors, trustees, officers, employees, shareholders or otherwise) in other companies or entities (including, without limitation,
other investment companies) which the Sub-Adviser or the Adviser and its affiliates may organize, sponsor or acquire, or with which
it may merge or consolidate, and that the Sub-Adviser or its subsidiaries or affiliates may enter into advisory or management agreements
or other contracts or relationships with such other companies or entities.
6. Limitation
of Liability of the Sub-Adviser. The services of the Sub-Adviser to the Adviser for the benefit of the Fund are not to be deemed
to be exclusive, the Sub-Adviser being free to render services to others and engage in other business activities. In the absence
of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the
Sub-Adviser, the Sub-Adviser shall not be subject to liability to the Fund or to any shareholder of the Fund or to the Adviser
for any act or omission in the course of, or connected with, rendering services hereunder or for any losses which may be sustained
in the acquisition, holding or disposition of any security or other investment.
7. Indemnification.
a. The Adviser
agrees to indemnify and hold harmless the Sub-Adviser, any affiliated person of the Sub-Adviser, and each person, if any, who,
within the meaning of Section 15 of the Securities Act of 1933 Act, as amended, (the “1933 Act”) controls (“controlling
person”) the Sub-Adviser (all of such persons being referred to as “Sub-Adviser Indemnified Persons”) against
any and all losses, claims, damages, liabilities, or litigation (including reasonable legal and other expenses) to which a Sub-Adviser
Indemnified Person may become subject under the 1933 Act, the 1940 Act, the Investment Advisers Act of 1940, as amended (the “Advisers
Act”), under any other statute, at common law or otherwise, arising out of the Adviser’s responsibilities to the Sub-Adviser
or the Trust which (1) may be based upon the Adviser’s gross negligence, willful misfeasance, or bad faith in the performance
of its duties, or by reason of the Adviser’s disregard of its obligations and duties under this Agreement and to the Fund,
or (2) may be based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement
or prospectus covering the Fund, or any amendment thereof or any supplement thereto, or the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the statements therein not misleading, unless such statement
or omission was made in reliance upon information furnished to the Adviser or the Fund or to any affiliated person of the Adviser
by a Sub-Adviser Indemnified Person; provided however, that in no case shall the indemnity in favor of the Sub-Adviser Indemnified
Person be deemed to protect such person against any liability to which such person would otherwise be subject by reason of willful
misfeasance, bad faith, or gross negligence in the performance of its duties, or by reason of its breach or reckless disregard
of its obligations or duties under this Agreement.
b. Notwithstanding
Section 6 of this Agreement, the Sub-Adviser agrees to indemnify and hold harmless the Adviser, any affiliated person of the Adviser,
and any controlling person of the Adviser (all of such persons being referred to as “Adviser Indemnified Persons”)
against any and all losses, claims, damages, liabilities, or litigation (including reasonable legal and other expenses) to which
an Adviser Indemnified Person may become subject under the 1933 Act, 1940 Act, the Advisers Act, under any other statute, at common
law or otherwise, arising out of the Sub-Adviser’s responsibilities as Sub-Adviser of the Fund which (1) may be based upon
the Sub-Adviser’s gross negligence, willful misfeasance, or bad faith in the performance of its duties, or by reason of the
Sub-Adviser’s disregard of its obligations or duties under this Agreement, or (2) may be based upon any untrue statement
or alleged untrue statement of a material fact contained in the Registration Statement or prospectus covering the Fund, or any
amendment or supplement thereto, or the omission or alleged omission to state therein a material fact known or which should have
been known to the Sub-Adviser and was required to be stated therein or necessary to make the statements therein not misleading,
if such statement or omission was made in reliance upon information furnished to the Adviser, the Fund, or any affiliated person
of the Adviser or Fund by the Sub-Adviser or any affiliated person of the Sub-Adviser; provided, however, that in no case shall
the indemnity in favor of an Adviser Indemnified Person be deemed to protect such person against any liability to which such person
would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence in the performance of its duties, or by
reason of its breach or reckless disregard of its obligations and duties under this Agreement.
c. The Adviser
shall not be liable under Paragraph (a) of this Section 7 with respect to any claim made against a Sub-Adviser Indemnified Person
unless such Sub-Adviser Indemnified Person shall have notified the Adviser in writing within a reasonable time after the summons
or other first legal process giving information of the nature of the claim shall have been served upon such Sub-Adviser Indemnified
Person (or after such Sub-Adviser Indemnified Person shall have received notice of such service on any designated agent), but failure
to notify the Adviser of any such claim shall not relieve the Adviser from any liability which it may have to the Sub-Adviser Indemnified
Person against whom such action is brought except to the extent the Adviser is prejudiced by the failure or delay in giving such
notice. In case any such action is brought against the Sub-Adviser Indemnified Person, the Adviser will be entitled to participate,
at its own expense, in the defense thereof or, after notice to the Sub-Adviser Indemnified Person, to assume the defense thereof,
with counsel satisfactory to the Sub-Adviser Indemnified Person. If the Adviser assumes the defense of any such action and the
selection of counsel by the Adviser to represent the Adviser and the Sub-Adviser Indemnified Person would result in a conflict
of interests and therefore, would not, in the reasonable judgment of the Sub-Adviser Indemnified Person, adequately represent the
interests of the Sub-Adviser Indemnified Person, the Adviser will, at its own expense, assume the defense with counsel to the Adviser
and, also at its own expense, with separate counsel to the Sub-Adviser Indemnified Person, which counsel shall be satisfactory
to the Adviser and to the Sub-Adviser Indemnified Person. The Sub-Adviser Indemnified Person shall bear the fees and expenses of
any additional counsel retained by it, and the Adviser shall not be liable to the Sub-Adviser Indemnified Person under this Agreement
for any legal or other expenses subsequently incurred by the Sub-Adviser Indemnified Person independently in connection with the
defense thereof other than reasonable costs of investigation. The Adviser shall not have the right to compromise on or settle the
litigation without the prior written consent of the Sub-Adviser Indemnified Person if the compromise
or settlement results, or may result in a finding of wrongdoing on the part of the Sub-Adviser Indemnified Person.
d. The Sub-Adviser
shall not be liable under Paragraph (b) of this Section 7 with respect to any claim made against an Adviser Indemnified Person
unless such Adviser Indemnified Person shall have notified the Sub-Adviser in writing within a reasonable time after the summons
or other first legal process giving information of the nature of the claim shall have been served upon such Adviser Indemnified
Person (or after such Adviser Indemnified Person shall have received notice of such service on any designated agent), but failure
to notify the Sub-Adviser of any such claim shall not relieve the Sub-Adviser from any liability which it may have to the Adviser
Indemnified Person against whom such action is brought except to the extent the Sub-Adviser is prejudiced by the failure or delay
in giving such notice. In case any such action is brought against the Adviser Indemnified Person, the Sub-Adviser will be entitled
to participate, at its own expense, in the defense thereof or, after notice to the Adviser Indemnified Person, to assume the defense
thereof, with counsel satisfactory to the Adviser Indemnified Person. If the Sub-Adviser assumes the defense of any such action
and the selection of counsel by the Sub-Adviser to represent both the Sub-Adviser and the Adviser Indemnified Person would result
in a conflict of interests and therefore, would not, in the reasonable judgment of the Adviser Indemnified Person, adequately represent
the interests of the Adviser Indemnified Person, the Sub-Adviser will, at its own expense, assume the defense with counsel to the
Sub-Adviser and, also at its own expense, with separate counsel to the Adviser Indemnified Person, which counsel shall be satisfactory
to the Sub-Adviser and to the Adviser Indemnified Person. The Adviser Indemnified Person shall bear the fees and expenses of any
additional counsel retained by it, and the Sub-Adviser shall not be liable to the Adviser Indemnified Person under this Agreement
for any legal or other expenses subsequently incurred by the Adviser Indemnified Person independently in connection with the defense
thereof other than reasonable costs of investigation. The Sub-Adviser shall not have the right to compromise on or settle the litigation
without the prior written consent of the Adviser Indemnified Person if the compromise or settlement results, or may result in a
finding of wrongdoing on the part of the Adviser Indemnified Person.
8. Duration
and Termination of this Agreement.
a. This Agreement shall
become effective upon the date of its execution, and, unless terminated as herein provided, shall remain in full force and effect
through and including the second anniversary of the execution of this Agreement and shall continue in full force and effect indefinitely
thereafter, but only so long as such continuance after such second anniversary is specifically approved at least annually (i) by
the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund and (ii) by the vote
of a majority of those Trustees of the Trust who are not interested persons of the Sub-Adviser, the Adviser, or the Trust cast
at a meeting called for the purpose of voting on such approval.
b.
Notwithstanding the foregoing, (i) the Sub-Adviser may at any time on sixty (60) days' prior written notice to the Adviser terminate
its obligations hereunder without the payment of any penalty; (ii) the Adviser may at any time on sixty (60) days' notice to the
Sub-Adviser terminate this Agreement without the payment of any penalty, and (iii) this Agreement may be terminated by vote of
a majority of the outstanding voting securities of the Fund. This Agreement shall terminate automatically in the event of its assignment
or in the event that the Advisory Agreement shall have terminated for any reason. In the event of termination for any reason, all
records of the Fund shall promptly be returned to the Adviser or the Fund, free from any claim or retention of rights in such record
by the Sub-Adviser, although the Sub-Adviser may, at its own expense, make and retain a copy of such records.
9. Amendments
of the Agreement. This Agreement may be amended by a writing signed by all parties hereto, provided that no amendment to this
Agreement shall be effective until approved in a manner consistent with the requirements of the 1940 Act.
10. Limitation
of Liability of the Adviser. The Sub-Adviser expressly acknowledges the provision in the Declaration of Trust of the Trust
of the Adviser limiting the personal liability of the trustees and officers of the Fund and the Adviser, and the Sub-Adviser hereby
agrees that it shall have recourse to the Adviser or the Fund for payment of claims or obligations as between the Adviser or the
Fund and the Sub-Adviser arising out of this Agreement and shall not seek satisfaction from any trustee or officer of the Fund
or the Adviser.
11. Books
and Records. The Sub-Adviser hereby agrees that all records that it maintains for the Fund are the property of the Fund and
further agrees to surrender promptly to the Fund any of such records upon the Fund’s or the Adviser's request in compliance
with the requirements of Rule 31a-3 under the 1940 Act, although the Sub-Adviser may, at its own expense, make and retain a copy
of such records. The Sub-Adviser further agrees to preserve for the periods prescribed by Rule 31a-2 under the
1940 Act the records required to be maintained by Rule 31a-1 under the 1940 Act.
12. Certain
Definitions. The terms “assignment” and “interested persons” when used herein shall have the respective
meanings specified in the 1940 Act as now in effect or as hereafter amended subject, however, to such exemptions as may be granted
by the Securities and Exchange Commission by any rule, regulation or order. The term “vote of a majority of the outstanding
voting securities” shall mean the vote, at a meeting of shareholders, of the lesser of (a) 67 per centum or more of shares
of the Fund present or represented by proxy at the meeting if the holders of more than 50 per centum of the outstanding shares
of the Fund are present or represented by proxy at the meeting, or (b) more than 50 per centum of the outstanding shares of the
Fund. In addition, where the effect of a requirement of the 1940 Act reflected in any provision of this Agreement is modified or
interpreted by any applicable order or orders of the SEC, any rules or regulations adopted by, or interpretative releases of, the
SEC, or any applicable guidance issued by the staff of the SEC, such provision will be deemed to incorporate the effect of such
order, rule, regulation, interpretative release, or guidance.
IN WITNESS WHEREOF,
the parties hereto have caused this Agreement to be executed on the day and year first above written.
Boston
Management and Research
By:
[Title]
and not individually
BMO GLOBAL ASSET MANAGEMENT
(ASIA) LIMITED
By:
______________
Director
Acknowledged and agreed to as of the day
and year first above written:
EATON VANCE GROWTH Trust
(on behalf of Eaton Vance Greater China
Growth Fund)
By: ____________________________________
_________________________
President
Appendix A
For the services, payments and facilities
furnished by the Sub-Adviser under this Agreement, the Sub-Adviser is entitled to receive from the Adviser a fee computed daily
and payable monthly equal to the following fee:
Average daily net assets
|
Annual fee
|
Up to $500 million
|
0.575%
|
$500 million but less than $1 billion
|
0.535%
|
$1 billion to less than $1.5 billion
|
0.495%
|
$1.5 billion to less than $2 billion
|
0.455%
|
$2 billion to less than $3 billion
|
0.415%
|
$3 billion and over
|
0.375%
|
The Fund's net asset value shall be computed
in accordance with the Declaration of Trust of the Trust and any applicable votes and determinations of the Trustees of the Trust.
Appendix Q
FORM OF INVESTMENT SUB-ADVISORY AGREEMENT
RELATING TO
EATON VANCE HEXAVEST [NAME] FUND
This INVESTMENT SUB-ADVISORY AGREEMENT
(“Agreement”) effective this [xx] day of [xx], 2021 is between Eaton Vance Management, a Massachusetts business
trust (“Adviser”), and Hexavest Inc., a Quebec corporation (“Sub-Adviser”).
WHEREAS, Eaton Vance Hexavest [NAME]
Fund (“Fund”), a series of Eaton Vance Growth Trust (“Trust”), is registered under the Investment
Company Act of 1940, as amended (“1940 Act”), as an open-end, management investment company; and
WHEREAS, pursuant to an Investment Advisory
and Administrative Agreement dated [xx] [xx], 2021 (“Advisory Agreement”), a copy of which has been provided
to the Sub-Adviser, the Trust has retained the Adviser to render advisory and management services to the Fund (as described more
fully below); and
WHEREAS, pursuant to authority granted
to the Adviser in the Advisory Agreement, the Adviser wishes to retain the Sub-Adviser to furnish investment advisory services
to the Fund and the Adviser, and the Sub-Adviser is willing to furnish such services to the Fund and the Adviser.
NOW, THEREFORE, in consideration of the
promises and mutual covenants herein contained, it is agreed between the Adviser and the Sub-Adviser as follows:
1. Appointment.
The Adviser hereby appoints the Sub-Adviser to act as the investment sub-adviser for and to manage the investment and reinvestment
of that portion of the Fund’s assets that shall be allocated to the Sub-Adviser (“Portfolio”), subject
to the supervision of the Adviser, for the period and on the terms set forth in this Agreement. The Sub-Adviser accepts such appointment
and agrees to furnish the services herein set forth herein for the period and on the terms set forth in this Agreement.
Subject to the requirements of the 1940
Act, the Adviser has the authority in its discretion to alter the allocation of the Fund’s assets among the Sub-Adviser,
the Adviser and any other appointed sub-adviser upon reasonable notice to the Sub-Adviser.
2. Sub-Adviser
Duties. Subject to the supervision of the Board and the Adviser, the Sub-Adviser will provide a continuous investment program
for the Portfolio and determine, in its discretion, the composition of the assets of the Portfolio, including the determination
of the purchase, retention, or sale of the securities, cash, and other investments for the Portfolio. The Sub-Adviser will provide
investment research and conduct a continuous program of evaluation, investment, sale, and reinvestment of the Portfolio’s
assets by determining (a) the securities and other investments that shall be purchased, entered into, sold, closed, and/or exchanged
for the Portfolio; (b) when these transactions should be executed, and (c) what portion of the assets of the Portfolio should be
held in various securities and other investments in which the Fund is permitted to invest. The Sub-Adviser is authorized, in its
sole discretion and without prior consultation with the Adviser or the Trust, to buy, sell, and otherwise trade in any of the types
of securities and investment instruments permitted by the Fund’s Registration Statement.
The Sub-Adviser will provide the services
under this Agreement in accordance with the Trust’s Declaration of Trust, By-Laws, and the Fund’s investment objective(s),
policies and procedures and restrictions as stated in the Trust’s Registration Statement for the Fund as filed with the U.S.
Securities and Exchange Commission (“SEC”) under the Securities Act of 1933, as amended (“1933 Act”),
and the 1940 Act, as from time to time amended (“Registration Statement”). The Adviser shall promptly provide
the Sub-Adviser with copies of any amendment to the Registration Statement prior to the commencement of this Agreement and shall
provide the Sub-Adviser with any other amendment to the Registration Statement promptly following its filing with the SEC as well
as any sticker supplements to the Fund’s prospectus or statement of
additional information relevant to the Sub-Adviser or its management of the Fund. Sub-Adviser’s services under this Agreement
also will be provided in accordance with any investment parameters for the Fund (including portfolio risk limits) that are mutually
agreed to in writing by the Adviser and the Sub-Adviser.
The Sub-Adviser further agrees as follows:
a. The
Sub-Adviser shall perform its duties hereunder in accordance with (i) the 1940 Act and all rules and regulations thereunder, (ii)
all other applicable federal and state laws and regulations, (iii) any procedures adopted by the Board and deemed applicable by
the Adviser to the Fund (provided that the Sub-Adviser has been or will be provided by the Adviser with a copy of any current or
future procedures and has been provided with a reasonable period of time to understand and adapt to such procedures) (“Fund
Procedures”), (iv) the provisions of the Fund’s Registration Statement (as described above), and (v) the Sub-Adviser’s
operating policies and procedures provided to the Adviser. The Sub-Adviser shall exercise reasonable care in the performance of
its duties under the Agreement. With respect to (iii) above, by executing this Agreement, the Sub-Adviser acknowledges that it
has received from the Adviser written copies of the current Fund Procedures and has had a reasonable period of time to understand
and adapt to such Procedures.
b. The
Sub-Adviser will manage the Portfolio so that it meets the income and asset diversification requirements of Section 851 of the
Internal Revenue Code of 1986, as amended (“Code”). The Sub-Adviser shall not be responsible for compliance
with Section 851 of the Code with respect to any portions of the Fund that are not part of the Portfolio.
c. The
Sub-Adviser shall exercise voting authority with respect to proxies that the Fund is entitled to vote with regard to securities
in the Portfolio, provided that such authority may be revoked in whole or in part by the Adviser at any time upon notice to the
Sub-Adviser and provided further that the exercise of such authority shall be in accordance with the relevant Fund Procedures.
As provided in the Fund Procedures, the Sub-Adviser shall exercise its proxy voting authority hereunder in accordance with such
proxy voting policies and procedures of the Sub-Adviser as are approved by the Adviser and the Board. The Sub-Adviser shall provide
such information relating to its exercise of proxy voting authority hereunder (including the manner in which it has voted proxies
and its resolution of conflicts of interest) as reasonably requested by the Adviser from time to time. The Sub-Adviser shall provide
the proxy voting history for the Portfolio to the Fund’s administrator or any third party agent designated by the administrator
(currently Broadridge) in a timely manner for inclusion in the Fund’s requisite Form N-PX.
d. The
Sub-Adviser will assist the Custodian and the Adviser in determining or confirming, consistent with the relevant Fund Procedures
and as stated in the Registration Statement, the value of any portfolio securities or other assets of the Fund for which the Custodian
or the Adviser seeks assistance from, or identifies for review by, the Sub-Adviser and otherwise perform such duties as sub-adviser
for the Portfolio as are specifically described in such Fund Procedures. The parties acknowledge that the Sub-Adviser is not a
custodian of the Trust’s assets and will not take possession or custody of such assets.
e. Following
the end of each of the Fund’s fiscal quarters, the Sub-Adviser will assist the Fund’s administrator (currently Eaton
Vance Management) in its preparation of any reports required by applicable rules and regulations, such as Form N-CSR, Form N-CEN
and Form N-PORT, to be filed by the Fund as well as any discussion of the Portfolio’s performance required by applicable
law. The Sub-Adviser will also provide periodic commentaries regarding the performance of the Portfolio as reasonably requested
by the Adviser, which shall be subject to review and approval by the Adviser. The Sub-Adviser also will provide to the Trust any
certifications relating to the content of any such report, discussion or commentary as required by relevant Fund Procedures or
as is otherwise reasonably requested by the Trust.
f. The
Sub-Adviser will complete and deliver to the Adviser for each quarter by the 10th calendar day of the following quarter
(i) a written compliance checklist in a form provided by the Adviser, (ii) a written investment oversight questionnaire in a form
provided by the Adviser, (iii) a risk management and related analytic report in a format agreed to in advance by the Adviser and
Sub-Adviser, and (iv) such other reports as may be reasonably requested by the Adviser.
g. The
Sub-Adviser will make available to the Trust and the Adviser, promptly upon request, any of the investment records and ledgers
for the Portfolio maintained by the Sub-Adviser (which shall not include the records and ledgers maintained by the Custodian, portfolio
accounting agent or other service providers for the Trust) as are necessary to assist the Trust and the Adviser in complying with
requirements of the 1940 Act and the Investment Advisers Act of 1940, as amended (“Advisers Act”), and the rules
under each, as well as other applicable securities laws. The Sub-Adviser will furnish to regulatory authorities, having the requisite
authority over the Fund, any information or reports in connection with the Sub-Adviser’s services to the Fund and the Adviser
that may be requested in order to ascertain whether the operations of the Fund are being conducted in a manner consistent with
applicable laws and regulations.
h. The
Sub-Adviser will provide periodic reports to the Board (for consideration at meetings of the Board) on the investment program for
the Portfolio and the investments in the Portfolio in a format agreed to in advance by the Adviser and Sub-Adviser and such other
special reports as the Board or the Adviser may reasonably request, provided the format of such special reports is agreed to in
advance by the Adviser and Sub-Adviser.
i. The
Sub-Adviser will maintain a fidelity bond, as well as insurance for its directors and officers and errors and omissions in an adequate
amount based on the Sub-Adviser’s assets under management and the scope of its business.
j. Nothing
in this Sub-Advisory Agreement shall prevent the Sub-Adviser from acting as investment adviser for any other person, firm, corporation
or other entity and shall not in any way restrict the Sub-Adviser or any of its stockholders, directors, officers or employees
from buying, selling or trading any securities for its or their own account or for the account of others from whom it or they may
be acting; provided that such activities are in compliance with U.S. federal securities laws and will not adversely affect the
performance by any party of its duties under this Sub-Advisory Agreement.
3. Broker-Dealer
Selection and Portfolio Transaction Information. The Sub-Adviser is authorized to place all orders for the purchase or sale
of portfolio securities and investment instruments permitted by the Fund’s Registration Statement for the Portfolio either
directly with the issuer or with brokers or dealers selected by the Sub-Adviser. To that end, the Sub-Adviser is authorized as
the agent of the Fund to give instructions to the Trust’s custodian (“Custodian”) as to deliveries of
securities and investment instruments and payments of cash for the account of the Fund. In connection with the selection of such
brokers or dealers and the placing of orders for the Portfolio, the Sub-Adviser shall follow the relevant Fund Procedures, including
the Policies and Procedures Relating to Brokerage Allocation and Use of Fund Commissions. The Sub-Adviser will report on brokerage
allocation to the Trust’s Board periodically indicating the broker-dealers to which such allocations have been made and the
basis therefore.
The Sub-Adviser will arrange for the
transmission to the Custodian on a daily basis such confirmation, trade tickets, and other documents and information, including,
but not limited to, Cusip, Cedel, or other numbers that identify securities to be purchased or sold on behalf of the Portfolio,
as may be reasonably necessary to enable the Custodian to perform its administrative and recordkeeping responsibilities with respect
to the Trust.
4. Disclosure
about Sub-Adviser. The Sub-Adviser has received and reviewed the most current amendment to the Registration Statement for the
Trust relating to the initial offering of Fund shares that contains disclosure about the Sub-Adviser, and represents and warrants
that, with respect to the disclosure about the Sub-Adviser and its investment process or personnel, and securities or other investments
permitted for investment for the Portfolio, including the risks of such securities or other investments, such Registration Statement,
as of the date hereof, contains no untrue statement of any material fact or omits to state a material fact that would be necessary
in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading. The
Sub-Adviser further represents and warrants that it is a duly registered investment adviser under the Advisers Act and will maintain
such registration so long as this Agreement remains in effect. The Adviser hereby acknowledges that it has received a copy of the
Sub-Adviser’s Form ADV (as filed with the SEC) prior to entering into this Agreement.
5. Duties
of the Adviser. The Adviser undertakes to provide the Sub-Adviser with reasonable advance written notice of any action taken
by the Adviser or the Trust’s Board of Trustees (“Board”) that is likely to have any impact on the Sub-Adviser
or its ability to provide services under this Agreement including, without limitation, any change to (i) the Fund’s investment
objective, strategies, policies, and restrictions, (ii) the Fund Procedures, or (iii) the Fund’s Registration Statement as
it relates to the services provided by the Sub-Adviser to the Fund. The Adviser agrees that, provided it is within its ability,
it will allow for a reasonable implementation period for any such action and Sub-Adviser agrees it will make a reasonable effort
to implement any such action within such implementation period.
6. Expenses.
During the term of this Agreement, the Sub-Adviser will pay all expenses incurred by it and its staff and for their activities
in connection with its duties under this Agreement, including, but not limited to, rental and overhead expenses, expenses of the
Sub-Adviser’s personnel, insurance of the Sub-Adviser and its personnel, research services (except as permitted under the
Fund Procedures), and taxes of the Sub-Adviser. The Sub-Adviser will not be responsible for extraordinary expenses relating to
inspections, investigations, inquiries and other actions by regulatory authorities except to the extent that such extraordinary
expenses specifically relate to the Sub-Adviser’s services provided to the Portfolio or are the result of the actions or
omissions of the Sub-Adviser or any affiliated person of the Sub-Adviser, and each person, if any, who, within the meaning of Section
15 of the 1933 Act is a Controlling Person the Sub-Adviser.
The Adviser and the Trust shall be responsible
for all expenses of the Adviser’s and Fund’s operations, respectively, including, without limitation, those described
in the Advisory Agreement.
7. Compensation.
For the services provided to the Fund, the Adviser will pay the Sub-Adviser an annual fee equal to the amount specified in Schedule
A hereto payable monthly in arrears on the last business day of each month. The fee will be appropriately prorated to reflect
any portion of a calendar month that this Agreement is not in effect. The Adviser is solely responsible for the payment of fees
to the Sub-Adviser, and the Sub-Adviser agrees to seek payment of its fees solely from the Adviser. The Trust shall have no liability
for Sub-Adviser’s fee hereunder.
8. Materials.
a.
During the term of this Agreement, the Adviser agrees to furnish the Sub-Adviser at its principal
office all prospectuses, statements of additional information, and sticker supplements relevant to the Sub-Adviser or its management
of the Portfolio, as well as proxy statements and reports to shareholders prepared for distribution to shareholders of the Fund,
which refer to the Sub-Adviser, prior to the use thereof, and neither the Adviser nor the Trust shall use any such materials if
the Sub-Adviser reasonably objects in writing within 3 business days (or such other period as may be mutually agreed) after receipt
thereof. The Sub-Adviser’s right to object to such materials is limited to reasonable objections with respect to the accuracy
or completeness of the disclosure in such documents or reports.
b.
It is understood that the name “Hexavest” or any derivative thereof or logos associated
with that name are the valuable property of the Sub-Adviser and its affiliates and that the Fund or its affiliates have the right
to use such name (or derivatives or logos) in offering materials of the Fund and for so long as the Sub-Adviser is a sub-adviser
to Portfolio. Upon termination of this Agreement the Fund shall as soon as is reasonably possible cease to use such name (or derivatives
or logos).
c.
It is understood that the name “Eaton Vance Management” or any derivative thereof
or logos associated with that name are the valuable property of the Adviser and its affiliates and that the Sub-Adviser has the
right to use such name (or derivatives or logos) in client lists. Any other use shall require approval in advance from the Adviser.
Upon termination of this Agreement the Sub-Adviser shall as soon as is reasonably possible cease to use such name (or derivatives
or logos).
9. Compliance.
a.
As required by Rule 206(4)-7 under the Advisers Act, the Sub-Adviser has adopted written policies
and procedures reasonably designed to prevent violation by it, or any of its supervised persons, of the Advisers Act and the rules
under the Advisers Act and all other laws and regulations relevant to the performance of its duties under this Agreement (“Sub-Adviser
Procedures”). The Sub-Adviser has designated a chief compliance officer (“CCO”) responsible for administering
the Sub-Adviser Procedures. The CCO shall provide to the Adviser and/or the Trust and their respective CCOs written compliance
reports relating to the operations and compliance procedures of the Sub-Adviser as may be required by law or regulation or as are
otherwise reasonably requested. The Sub-Adviser agrees to implement other or additional compliance techniques as the Adviser or
the Board may reasonably request, including written compliance procedures, provided that doing so would not cause the Sub-Adviser
to incur additional significant fees or expenses or otherwise conflict with the Sub-Adviser’s compliance program.
b.
The Sub-Adviser agrees that, if legally permitted, it shall promptly notify (orally or in
writing), the Adviser and the Trust if the SEC has: commenced an examination of the Sub-Adviser, censured the Sub-Adviser; placed
limitations upon its activities, functions or operations; suspended or revoked its registration as an investment adviser; commenced
proceedings or an investigation (formally or informally) that may result in any of these actions; or corresponded with the Sub-Adviser
including sending a deficiency letter or raising issues about the business, operations, or practices of the Sub-Adviser, which
may have a material impact on the Sub-Adviser’s ability to manage the Portfolio. The Sub-Adviser further agrees to promptly
notify the Adviser and the Trust upon detection of any breach of any of the Fund Procedures or material violation of any applicable
law or regulation, including the 1940 Act and Subchapter M of the Code, relating to the Portfolio, or upon detection of any violation
of the Sub-Adviser Procedures that relate to the Portfolio or Sub-Adviser’s activities as an investment sub-adviser generally.
The Sub-Adviser further agrees to promptly notify the Adviser and the Trust of any material fact known to the Sub-Adviser relating
to the Sub-Adviser that is not contained in the Fund’s Registration Statement, prospectus or statement of additional information,
or any amendment or supplement thereto, or if any statement contained therein that becomes untrue in any material respect.
c.
The Adviser agrees that it shall promptly notify, if legally permitted, the Sub-Adviser (1)
in the event that the SEC has censured the Adviser or the Trust with respect to the Fund; placed limitations upon either of their
activities, functions, or operations; suspended or revoked the Adviser’s registration as an investment adviser; or has commenced
proceedings or an investigation that may result in any of these actions, (2) upon having a reasonable basis for believing that
the Trust has ceased to qualify or might not qualify as a regulated investment company under Subchapter M of the Internal Revenue
Code, or (3) of any regulatory matter involving the Fund’s investments or investment practices.
d.
The Sub-Adviser will provide the Adviser with such reports, presentations, certifications
and other information as the Adviser may reasonably request from time to time concerning the business and operations of the Sub-Adviser
in performing services hereunder or generally concerning the Sub-Adviser’s investment advisory services, the Sub-Adviser’s
compliance with applicable federal, state and local law and regulations, and other matters that are likely to have a material impact
on the Sub-Adviser’s duties hereunder.
10. Books
and Records. The Sub-Adviser hereby agrees that all records which it maintains for the Portfolio are the property of the Trust
and further agrees to surrender promptly to the Trust any of such records upon the Trust’s or the Adviser’s request
in compliance with the requirements of Rule 31a-3 under the 1940 Act, although the Sub-Adviser may, at its own expense, make and
retain a copy of such records. The Sub-Adviser further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940
Act the records required to be maintained by Rule 31a-1 under the 1940 Act.
11. Cooperation;
Confidentiality. Each party to this Agreement agrees to cooperate with the other party and with all appropriate governmental
authorities having the requisite jurisdiction (including, but not limited to, the SEC) in connection with any investigation or
inquiry relating to this Agreement, the Fund or the Trust. Subject to the foregoing, each party shall treat as confidential all
information pertaining to the Sub-Adviser, Adviser, the Fund or its shareholders or the Trust (as applicable), their actions with
respect to the Fund and the Trust, and the business, operations and clients of the Adviser and the Sub-Adviser, except that the
aforesaid information need not be treated as confidential if (a) required to be disclosed under applicable law, (b) generally available
to the public through means other than by disclosure by the parties, or (c) available from a source other than the Adviser, Sub-Adviser or the Trust. Sub-Adviser acknowledges that the Adviser
will have continuous access to the Portfolio’s holdings and information relating to Portfolio management that is in the possession
of the Fund’s custodian.
Neither the Adviser nor Sub-Adviser shall
disclose or disseminate non-public information regarding the Portfolio, including a list of portfolio securities identified as
being held by the Portfolio, which it receives or has access to in the course of performing its duties under this Agreement except
as may be permitted by relevant Fund Procedures. Neither party shall use its knowledge of non-public information regarding the
Portfolio as a basis to place or recommend any securities transactions for its own benefit, or the benefit of one or more of its
clients, to the detriment of the Fund. To the extent that either Party has delegated any duties or services to an affiliate or
a third-party, it shall ensure that any such affiliate or third-party abides by the confidentiality provision of this Section 11.
Each Party shall ensure that any such affiliate or third-party shall enter into a written confidentiality agreement providing for
the non-disclosure of such non-public information. Notice of such agreement shall be provided to the Trust.
12. Control.
Notwithstanding any other provision of the Agreement, it is understood and agreed that the Trust shall at all times retain the
ultimate responsibility for and control of all functions performed pursuant to this Agreement and has reserved the right to reasonably
direct any action hereunder taken on its behalf by the Sub-Adviser.
13. Liability.
a.
Except as may otherwise be required by the 1940 Act or the rules thereunder or other applicable
law, the Adviser agrees that the Sub-Adviser, any affiliated person of the Sub-Adviser, and each person, if any, who, within the
meaning of Section 15 of the 1933 Act controls or is a controlling person (“Controlling Person”) of the Sub-Adviser
shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with
or arising out of any services rendered under this Agreement, except by reason of willful misfeasance, bad faith, or gross negligence
in the performance of the Sub-Adviser’s duties, or any breach by the Sub-Adviser of its obligations or duties under this
Agreement.
b.
The Sub-Adviser agrees that neither the Trust nor the Fund shall bear any responsibility or
shall be subject to any liability for any damages, expenses, or losses of Sub-Adviser connected with or arising out of its services
under this Agreement, except to the extent that such damages, expense or loss (i) was as a result of actions taken or failed to
be taken, or instructions specifically given to the Sub-Adviser, by the Trust or the Adviser, (ii) was as a result of the willful
misfeasance, bad faith, or gross negligence of the Adviser or any breach or reckless disregard of the Adviser’s obligations
and duties to the Fund and its shareholders under the federal securities laws or the Code, and (iii) may be based upon any untrue
statement or alleged untrue statement of a material fact contained in the Fund’s Registration Statement, prospectus or statement
of additional information, or any amendment thereof or any supplement thereto, or the omission or alleged omission to state therein
a material fact required to be stated therein or necessary to make the statements therein not misleading, unless such statement
or omission was made in reliance upon information furnished by the Sub-Adviser to the Adviser.
14. Indemnification.
a.
The Adviser agrees to indemnify and hold harmless the Sub-Adviser, any affiliated person of
the Sub-Adviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act is a Controlling Person of the
Sub-Adviser (the Sub-Adviser and all of such persons being referred to as “Sub-Adviser Indemnified Persons”)
against any and all losses, claims, damages, liabilities, or litigation (including reasonable legal and other expenses) to which
a Sub-Adviser Indemnified Person may become subject under the 1933 Act, the 1940 Act, the Advisers Act, under any other statute,
at common law or otherwise, arising out of the Adviser’s responsibilities as Adviser to the Fund which (i) may be based upon
the Adviser’s gross negligence, willful misfeasance, or bad faith in the performance of its duties, or by reason of the Adviser’s
reckless disregard of its obligations and duties to the Fund and its shareholders under the federal securities laws or the Code,
or (ii) may be based upon any untrue statement or alleged untrue statement of a material fact contained in the Fund’s Registration
Statement, prospectus or statements of additional information, or any amendment thereof or any supplement thereto, or the omission
or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein
not misleading, unless such statement or omission was made in reliance upon information furnished by a Sub-Adviser Indemnified
Person to the Adviser or the Trust or to any affiliated person of the Adviser; provided however, that in no case shall the
indemnity in favor of the Sub-Adviser Indemnified Person be deemed to protect such person against any liability to which such person
would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties, or
by reason of its reckless disregard of its obligations or duties under this Agreement.
b.
Notwithstanding Section 13 of this Agreement, the Sub-Adviser agrees to indemnify and hold
harmless the Adviser, any affiliated person of the Adviser, and any Controlling Person of the Adviser (the Adviser and all of such
persons being referred to as “Adviser Indemnified Persons”) against any and all losses, claims, damages, liabilities,
or litigation (including reasonable legal and other expenses) to which an Adviser Indemnified Person may become subject under the
1933 Act, 1940 Act, the Advisers Act, under any other statute, at common law or otherwise, arising out of the Sub-Adviser’s
responsibilities as Sub-Adviser of the Portfolio which (i) may be based upon the Sub-Adviser’s gross negligence, willful
misfeasance, or bad faith in the performance of its duties, or by reason of the Sub-Adviser’s reckless disregard of its obligations
or duties under this Agreement, or (ii) may be based upon any untrue statement or alleged untrue statement of a material fact contained
in the Fund’s Registration Statement, prospectus or statement of additional information, or any amendment or supplement thereto,
or the omission or alleged omission to state therein a material fact known or which should have been known to the Sub-Adviser and
was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission
was made in reliance upon information furnished by an Adviser Indemnified Person to the Adviser or the Trust or to any affiliated
person of the Adviser; provided however, that in no case shall the indemnity in favor of the Adviser Indemnified Person
be deemed to protect such person against any liability to which such person would otherwise be subject by reason of willful misfeasance,
bad faith, or gross negligence in the performance of its duties, or by reason of its reckless disregard of its obligations or duties
under this Agreement.
c.
The Adviser shall not be liable under Paragraph (a) of this Section 14 with respect to any
claim made against a Sub-Adviser Indemnified Person unless such Sub-Adviser Indemnified Person shall have notified the Adviser
in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim
shall have been served upon such Sub-Adviser Indemnified Person (or after such Sub-Adviser Indemnified Person shall have received
notice of such service on any designated agent), but failure to notify the Adviser of any such claim shall not relieve the Adviser
from any liability which it may have to the Sub-Adviser Indemnified Person against whom such action is brought except to the extent
the Adviser is prejudiced by the failure or delay in giving such notice. In case any such action is brought against the Sub-Adviser
Indemnified Person, the Adviser will be entitled to participate, at its own expense, in the defense thereof or, after notice to
the Sub-Adviser Indemnified Person, to assume the defense thereof, with counsel reasonably satisfactory to the Sub-Adviser Indemnified
Person. If the Adviser assumes the defense of any such action and the selection of counsel by the Adviser to represent the Adviser
and the Sub-Adviser Indemnified Person would result in a conflict of interests and therefore, would not, in the reasonable judgment
of the Sub-Adviser Indemnified Person, adequately represent the interests of the Sub-Adviser Indemnified Person, the Adviser will,
at its own expense, assume the defense with counsel to the Adviser and, also at its own expense, with separate counsel to the Sub-Adviser
Indemnified Person, which counsel shall be reasonably satisfactory to the Adviser and to the Sub-Adviser Indemnified Person. The
Adviser shall not have the right to compromise on or settle the litigation without the prior written consent of the Sub-Adviser
Indemnified Person if the compromise or settlement results, or may result in a finding of wrongdoing on the part of the Sub-Adviser
Indemnified Person.
d.
The Sub-Adviser shall not be liable under Paragraph (b) of this Section 14 with respect to
any claim made against an Adviser Indemnified Person unless such Adviser Indemnified Person shall have notified the Sub-Adviser
in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim
shall have been served upon such Adviser Indemnified Person (or after such Adviser Indemnified Person shall have received notice
of such service on any designated agent), but failure to notify the Sub-Adviser of any such claim shall not relieve the Sub-Adviser
from any liability which it may have to the Adviser Indemnified Person against whom such action is brought except to the extent
the Sub-Adviser is prejudiced by the failure or delay in giving such notice. In case any such action is brought against the Adviser
Indemnified Person, the Sub-Adviser will be entitled to participate, at its own expense, in the defense thereof or, after notice
to the Adviser Indemnified Person, to assume the defense thereof, with counsel reasonably satisfactory to the Adviser Indemnified
Person. If the Sub-Adviser assumes the defense of any such action and the selection of counsel by the Sub-Adviser to represent
both the Sub-Adviser and the Adviser Indemnified Person would result in a conflict of interests and therefore, would not, in the
reasonable judgment of the Adviser Indemnified Person, adequately
represent the interests of the Adviser Indemnified Person,
the Sub-Adviser will, at its own expense, assume the defense with counsel to the Sub-Adviser and, also at its own expense, with
separate counsel to the Adviser Indemnified Person, which counsel shall be reasonably satisfactory to the Sub-Adviser and to the
Adviser Indemnified Person. The Sub-Adviser shall not have the right to compromise on or settle the litigation without the prior
written consent of the Adviser Indemnified Person if the compromise or settlement results, or may result in a finding of wrongdoing
on the part of the Adviser Indemnified Person.
15. Duration
and Termination.
a.
This Agreement shall become effective on the date first stated above, subject to the condition
that the Trust’s Board, including a majority of those Trustees who are not interested persons (as such term is defined in
the 1940 Act) of the Adviser or the Sub-Adviser, shall have approved this Agreement in the manner required by the 1940 Act. Unless
terminated as provided herein, this Agreement shall remain in full force and effect through
and including the second anniversary of the execution of this Agreement and shall continue in full force and affect indefinitely
thereafter, but only so long as such continuance is specifically approved at least annually by (a) the Board, or by the vote of
a majority of the outstanding voting securities (as defined in the 1940 Act) of the Trust, and (b) the vote of a majority of those
Trustees who are not interested persons (as such term is defined in the 1940 Act) of any such party to this Agreement cast at a
meeting called for the purpose of voting on such approval.
b.
Notwithstanding the foregoing, this Agreement may be terminated: (a) by the Adviser at any
time without payment of any penalty, upon 60 days’ prior written notice to the Sub-Adviser and the Trust; provided, however,
that the Adviser may terminate this Agreement immediately without penalty in the event Sub-Adviser is unable to adopt compliance
techniques, in accordance with the terms of Section 9. a. of this Agreement; (b) at any time without payment of any penalty by
the Trust, by the Trust’s Board or a majority of the outstanding voting securities of the Trust, upon 60 days’ prior
written notice to the Adviser and the Sub-Adviser, or (c) by the Sub-Adviser upon 60 days prior written notice, provided, however,
that the Sub-Adviser may terminate this Agreement at any time without penalty, effective upon written notice to the Adviser and
the Trust, in the event either the Sub-Adviser (acting in good faith) or the Adviser ceases to be registered as an investment adviser
under the Advisers Act or otherwise becomes legally incapable of providing investment management services pursuant to its respective
contract with the Trust.
c.
In the event of termination for any reason, all records of the Trust shall promptly be returned
to the Adviser or the Trust, free from any claim or retention of rights in such record by the Sub-Adviser, although the Sub-Adviser
may, at its own expense, make and retain a copy of such records. This Agreement shall automatically terminate in the event of its
assignment (as such term is described in the 1940 Act). In the event this Agreement is terminated or is not approved in the manner
described above, the Sections or Paragraphs numbered 11, 13, 14, 15(c) and 19 of this Agreement shall remain in effect, as well
as any applicable provision of this Section 15 and, to the extent that only amounts are owed to the Sub-Adviser as compensation
for services rendered while the agreement was in effect as provided in Section 7.
16. Notices.
Any notice must be in writing and shall be sufficiently given (a) when delivered in person, (b) when dispatched by electronic mail
or electronic facsimile transfer (confirmed in writing by postage prepaid first class air mail simultaneously dispatched), (c)
when sent by internationally recognized overnight courier service (with receipt confirmed by such overnight courier service), or
(d) when sent by registered or certified mail, to the other party at the address of such party set forth below or at such other
address as such party may from time to time specify in writing to the other party.
If to the Trust:
Eaton
Vance Growth Trust
Two International Place
Boston, MA 02110
Attn: Chief Legal Officer
If to the Adviser:
Eaton
Vance Management
Two International Place
Boston, MA 02110
Attn: Chief Legal Officer
If to the Sub-Adviser:
Hexavest Inc.
1250, boul. Rene-Levesque
Bureau 4200
Montreal, Quebec H3B 4W8
Attention: Vice President, Legal Affairs
Fax:
17. Amendments.
No provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed
by the party against which enforcement of the change, waiver, discharge or termination is sought, and no material amendment of
this Agreement shall be effective until approved as required by applicable law. The Sub-Adviser shall furnish to the Board such
information as may be reasonably necessary in order for the Board to evaluate this Agreement or any proposed amendments thereto
for the purposes of casting a vote pursuant to Section 15 or this Section 17 of this Agreement.
18. Interpretation
of Certain Terms. Where the effect of a requirement of the 1940 Act reflected in any provision of this Agreement is amended
hereafter, or is modified or interpreted by any applicable order or orders of the SEC, any rules or regulations adopted by, or
interpretative releases of, the SEC, or any applicable guidance issued by the staff of the SEC, such provision will be deemed to
incorporate the effect of such amendment, order, rule, regulation, interpretative release, or guidance.
19. Miscellaneous.
a.
This Agreement shall be governed by the laws of the Commonwealth of Massachusetts, provided
that nothing herein shall be construed in a manner inconsistent with the 1940 Act, the Advisers Act or rules or orders of the SEC
thereunder, and without regard for the conflicts of laws principle thereof. The term “affiliate” or “affiliated
person” as used in this Agreement shall mean “affiliated person” as defined in Section 2(a)(3) of the 1940 Act.
b.
The Adviser and the Sub-Adviser acknowledge that the Trust enjoys the rights of a third-party
beneficiary under this Agreement, and the Adviser acknowledges that the Sub-Adviser enjoys the rights of a third party beneficiary
under the Advisory Agreement.
c.
The Sub-Adviser expressly acknowledges the provision in the Declaration of Trust of the Adviser
limiting the personal liability of the trustees and officers of the Adviser, and the Sub-Adviser hereby agrees that it shall have
recourse to the Adviser for payment of claims or obligations as between the Adviser and the Sub-Adviser arising out of this Agreement
and shall not seek satisfaction from the trustees or any officer of the Adviser.
d.
The captions of this Agreement are included for convenience only and in no way define or limit
any of the provisions hereof or otherwise affect their construction or effect.
e.
To the extent permitted under Section 15 of this Agreement, this Agreement may only be assigned
by any party with the prior written consent of the other party.
f.
If any provision of this Agreement shall be held or made invalid by a court decision, statute,
rule or otherwise, the remainder of this Agreement shall not be affected thereby, and to this extent, the provisions of this Agreement
shall be deemed to be severable.
g.
Nothing herein shall be construed as constituting the Sub-Adviser as an agent or co-partner
of the Adviser, or constituting the Adviser as an agent or co-partner of the Sub-Adviser.
h.
This Agreement may be executed in counterparts.
[Signature page follows.]
IN
WITNESS WHEREOF, the parties hereto have caused this instrument to be executed as of the day and year first above written.
EATON
VANCE MANAGEMENT
By:
Name:
Title:
HEXAVEST INC.
By:
Name:
Title:
SCHEDULE A
Annual Investment Sub-Advisory Fee
Average Daily Net Assets for the Month
|
Annual Fee Rate
|
Up to $500 million
|
0.4000%
|
$500 million but less than $1 billion
|
0.3875%
|
$1 billion but less than $2.5 billion
|
0.3750%
|
$2.5 billion but less than $5 billion
|
0.3650%
|
$5 billion and over
|
0.3575%
|
The Fund’s daily net assets shall be computed in accordance
with the Declaration of Trust of the Trust and any applicable procedures, votes and determinations of the Board of the Trust.
The Adviser may determine to limit the total annual operating expenses
of the Fund. The amount of any such subsidy will be borne equally by the Adviser and the Sub-Adviser. In such circumstances, the
Adviser will (i) waive the investment advisory fee and (ii) assume the Fund’s expenses to the extent necessary to meet the
limitation. During the period in which the Adviser is waiving the advisory fee, the Sub-Adviser will waive its sub-advisory fee.
In addition, the Sub-Adviser will continue to waive payment of the sub-advisory fee until such time as the subsidy is terminated
and the waived amount equals one-half of the total amount of the expenses assumed by the Adviser (“Sub-Adviser Subsidy Reimbursement”).
The Adviser periodically will report to the Sub-Adviser information concerning the Fund expenses that it has assumed. In the event
this Agreement is terminated, Sub-Adviser agrees to pay to Adviser any amount of the Sub-Adviser Subsidy Reimbursement that remains
unpaid on the termination date.
Appendix R
FORM OF INVESTMENT SUB-ADVISORY AGREEMENT
RELATING TO
EATON VANCE RICHARD BERNSTEIN [NAME] FUND
THIS AGREEMENT (this “Agreement”)
is effective as of the [x] day of [MONTH], 2021 between Eaton Vance Management, a Massachusetts business trust (the “Adviser”),
and Richard Bernstein Advisors LLC, a Delaware limited liability company (the “Sub-Adviser”).
WHEREAS, Eaton Vance Richard Bernstein
[NAME] Fund (the “Fund”), a series of Eaton Vance Growth Trust (the “Trust”), is registered under the Investment
Company Act of 1940, as amended (the “1940 Act”), as an open-end, management investment company; and
WHEREAS, pursuant to an Investment Advisory
and Administrative Agreement dated [x] [MONTH], 2021 (the “Advisory Agreement”), a copy of which has been provided
to the Sub-Adviser the Trust has retained the Adviser to render advisory and management services to the Fund; and
WHEREAS, pursuant to authority granted
to the Adviser in the Advisory Agreement, the Adviser wishes to retain the Sub-Adviser to furnish investment advisory services
to the Fund, and the Sub-Adviser is willing to furnish such services to the Fund and the Adviser.
NOW, THEREFORE, in consideration of the
promises and mutual covenants herein contained, it is agreed between the Adviser and the Sub-Adviser as follows:
1. Appointment. The Adviser hereby
appoints the Sub-Adviser to act as the investment adviser for and to manage the investment and reinvestment of that portion of
the Fund’s assets that shall be allocated to the Sub-Adviser, subject to the supervision of the Adviser, for the period and
on the terms set forth in this Agreement. The Sub-Adviser accepts such appointment and agrees to furnish the services set forth
herein for the compensation herein provided. Subject to the requirements of the 1940 Act, the Adviser has the authority in its
discretion to alter the allocation of the Fund’s assets among the Sub-Adviser, the Adviser and any other appointed sub-adviser.
The Adviser undertakes to provide the Sub-Adviser with reasonable advance written notice of any action (including, without limitation,
actions with respect to the policies and procedures and/or to the Registration Statement (as defined below) by the Trust’s
Board of Trustees (the “Board”)) relating to the Fund which action is likely to have any impact on the Sub-Adviser’s
ability to provide services under this Agreement. The Adviser agrees that, provided it is within its ability, it will allow for
a reasonable implementation period for any such action and Sub-Adviser agrees it will make a reasonable effort to implement any
such action within such implementation period.
2. Sub-Adviser Duties. Subject
to the supervision of the Board and the Adviser, the Sub-Adviser will provide a continuous investment program for the Fund’s
portfolio and determine in its discretion the composition of the assets of the Fund’s portfolio, including with respect to
the purchase, retention, and sale of the securities, cash, and other investments in the portfolio. The Sub-Adviser will provide
investment research and conduct an ongoing program of evaluation, investment, sales and reinvestment of the Fund’s assets
and determine the securities and other investments that shall be purchased, sold, closed, or exchanged for the Fund, when these
transactions should be executed, and what portion of the assets of the Fund should be held in such securities and investments.
Subject to all other terms of this Agreement, including, without limitation, Section 2(a), the Sub-Adviser will provide the services
under this Agreement in accordance with the Fund’s investment objective or objectives, policies, and restrictions as stated
in the Trust’s Registration Statement as it relates to the Fund filed with the U.S. Securities and Exchange Commission (the
“SEC”), as amended (the “Registration Statement”), copies of which shall be sent to the Sub-Adviser by
the Adviser prior to the commencement of this Agreement and promptly following any such amendment, as well as with investment parameters
for the Fund (including portfolio risk limits) to be agreed upon in writing from time to time by the Adviser and the Sub-Adviser.
The Sub-Adviser further agrees (in all cases subject to the other terms of this Agreement, including, without limitation Section
1) as follows:
a. The Sub-Adviser will abide by: (i) the
1940 Act and all rules and regulations thereunder, and all other applicable federal and state laws and regulations; (ii) any applicable
procedures adopted by the Board; (iii) the provisions of the Registration Statement applicable to the Fund; and (iv) with the Sub-Adviser’s
compliance policies and procedures as are approved by the Adviser.
b. The Sub-Adviser will manage the Fund
so that it meets the income and asset diversification requirements of Section 851 of the U.S Internal Revenue Code of 1986, as
amended (the “Code”).
c. The Sub-Adviser shall exercise voting authority
with respect to proxies that the Fund is entitled to vote with regard to securities in the Fund’s portfolio, provided that
such authority may be revoked in whole or in part by the Adviser at any time upon written notice to the Sub-Adviser and provided
further that the proxies that have been voted by the Sub-Adviser for the Fund shall be subject to review by the Adviser and the
Board upon request. The Sub-Adviser shall exercise its proxy voting authority hereunder in accordance with such proxy voting policies
and procedures of the Sub-Adviser as are approved by the Adviser and the Board. The Sub-Adviser shall provide such information
relating to its exercise of proxy voting authority hereunder (including the manner in which it has voted proxies and its resolution
of conflicts of interest) as reasonably requested by the Adviser from time to time. The Sub-Adviser shall provide the proxy voting
history for the Fund to the Adviser, or any third party agent designated by the Adviser (currently Broadridge), in a timely manner
for inclusion in the Fund’s requisite Form N-PX.
d. In connection with the purchase and
sale of securities for the Fund, the Sub-Adviser will arrange for the transmission to the custodian for the Trust (the “Custodian”)
on a daily basis such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Cedel,
or other numbers that identify securities purchased or sold on behalf of the Fund, as may be reasonably necessary to enable the
Custodian to perform its administrative and recordkeeping responsibilities with respect to the Trust.
e. The Sub-Adviser will assist the Custodian
in determining or confirming, consistent with the procedures and policies stated in the Registration Statement or adopted by the
Board, the value of any portfolio securities or other assets of the Fund for which the Custodian seeks assistance from or identifies
for review by the Sub-Adviser, and will otherwise perform the activities of a Fund sub-adviser as described in the Fund’s
valuation procedures. The parties acknowledge that the Sub-Adviser is not a custodian of the Trust’s assets and will not
take possession or custody of such assets.
f. Following the end of each of the Fund’s
fiscal periods, the Sub-Adviser will assist the Adviser in preparing any reports required by applicable rules and regulations,
such as Form N-CSR, Form N-CEN and Form N-PORT, as well as the letter to shareholders containing a discussion of those factors
referred to in Item 27 of Form N-1A. The Sub-Adviser will also provide periodic commentaries regarding the Fund as reasonably requested
by the Adviser (to be subject to review and editing by the Adviser and further subject to the terms of Section 7 hereof). The Sub-Adviser
also will provide to the Trust any certifications relating to the content of any such report, letter or commentary as is reasonably
requested by the Trust, a current form of which has been provided to the Sub-Adviser.
g. The Sub-Adviser will complete and deliver
to the Adviser for each quarter by the 5th business day of the following quarter a written compliance checklist in a
form provided by the Adviser, risk management and related analytic reports and such other reports as mutually agreed upon by the
Adviser and the Sub-Adviser. For purposes of this Agreement, “business day” means any day other than (a) Saturday and
Sunday, and (b) any other day on which the New York Stock Exchange is closed.
h. The Sub-Adviser will make available
to the Trust and the Adviser, promptly upon request, any of the Fund’s investment records and ledgers maintained by the Sub-Adviser
(which shall not include the records and ledgers maintained by the Custodian or portfolio accounting agent for the Trust) as are
necessary to assist the Trust and the Adviser to comply with requirements of the 1940 Act and the Investment Advisers Act of 1940,
as amended (the “Advisers Act”), and the rules under each, as well as other applicable laws. The Sub-Adviser will furnish
to regulatory authorities having the requisite authority any information or reports in connection with such services in respect
to the Fund which may be requested in order to ascertain whether the operations of the Fund are being conducted in a manner consistent
with applicable laws and regulations.
i. The Sub-Adviser will provide for consideration
at meetings of the Board on the investment program for the Fund and the issuers and securities represented in the Fund’s
portfolio, and will furnish the Board or the Adviser with such periodic and special reports as the Board or the Adviser may reasonably
request.
j. The Sub-Adviser will maintain insurance
for its directors and officer and errors and omissions insurance in an adequate amount. The Sub-Adviser will not be responsible
for filing claims in class action settlements related to securities currently or previously held by that portion of the Fund allocated
to it by the Adviser, but agrees to deliver to the Custodian any notices it received relating to such claims.
k. The Sub-Adviser shall conduct its business
at all times consistent with its status as a fiduciary to the Fund and its shareholders.
3. Broker-Dealer Selection. The
Sub-Adviser is authorized to make decisions to buy and sell securities and other investments for the Fund’s portfolio, and
to select broker-dealers and to negotiate brokerage commission rates in effecting investment transactions, provided the Sub-Adviser
shall adhere to the Fund’s procedures relating to brokerage allocation. The Sub-Adviser will report on brokerage allocation
to the Adviser and the Board indicating the broker-dealers to which such allocations have been made and the basis therefore as
the Adviser or the Board reasonably requests.
4. Disclosure about the Sub-Adviser.
The Sub-Adviser has reviewed the amendment to the Registration Statement for the Trust relating to the initial offering of the
Fund that contains disclosure about the Sub-Adviser, and represents and warrants that, with respect to the disclosure about the
Sub-Adviser or its investment process or information relating directly to the Sub-Adviser, such Registration Statement contains,
as of the date hereof, no untrue statement of any material fact and does not omit any statement of a material fact which was required
to be stated therein in order to make the statements contained therein, in light of the circumstances under which they were made,
not misleading. The Sub-Adviser further represents and warrants that it is a duly registered investment adviser under the Advisers
Act and will maintain such registration so long as this Agreement remains in effect. The Adviser hereby acknowledges that it has
received a copy of the Sub-Adviser’s Form ADV, Part 2 at least 48 hours prior to entering into this Agreement.
5. Expenses. During the term of
this Agreement, the Sub-Adviser will pay all expenses incurred by it and its staff and for their activities in connection with
its duties under this Agreement, including, but not limited to, rental and overhead expenses, expenses of the Sub-Adviser’s
personnel, insurance of the Sub-Adviser and its personnel, research services (except as may be permitted under the Fund’s
policies and procedures) and taxes of the Sub-Adviser. The Adviser or the Trust shall be responsible for all the expenses of the
Fund’s or the Adviser’s operations, including, without limitation, costs of marketing or distributing shares of the
Fund, brokerage expenses and commissions (which includes mark-ups and mark-downs), custody and banking expenses, administration
expenses, legal, audit and other professional expenses, governmental filing fees, and costs of communications with shareholders.
6. Compensation. For the services
provided to the Fund, the Adviser will pay the Sub-Adviser an annual fee equal to the amount specified in Schedule A hereto,
payable monthly in arrears on the last business day of each month. The fee will be appropriately prorated to reflect any portion
of a calendar month that this Agreement is not in effect among the parties. The Adviser is solely responsible for the payment of
fees to the Sub-Adviser, and the Sub-Adviser agrees to seek payment of its fees solely from the Adviser. The Trust shall have no
liability for the Sub-Adviser’s fee hereunder.
7. Materials. During the term
of this Agreement, the Adviser agrees to furnish the Sub-Adviser at its principal office all disclosure relating to the Sub-Adviser,
its services and clients, and the Fund’s investment policies and strategies to be contained in materials prepared by the
Adviser or its affiliates (including prospectuses, proxy statements, reports to shareholders, sales literature, or other materials
prepared for distribution to financial intermediaries, shareholders of the Fund or the public) prior to the first use thereof,
and the Adviser shall not use any such disclosure if the Sub-Adviser reasonably objects in writing within 2 business days (or
such other period as may be mutually agreed) after receipt thereof. The Sub-Adviser’s right to object to such disclosure
is limited to reasonable objections only on the grounds of the accuracy or completeness of the aforesaid disclosure.
8. Compliance.
a. As required by Rule 206(4)-7 under the
Advisers Act, the Sub-Adviser has adopted written policies and procedures reasonably designed to prevent violation by it, or any
of its supervised persons, of the Advisers Act and the rules under the Advisers Act and all other laws and regulations relevant
to the performance of its duties under this Agreement. The Sub-Adviser has designated a chief compliance officer responsible for
administering these compliance policies and procedures. The chief compliance officer at the Sub-Adviser’s expense shall provide
such written compliance reports relating to the operations and compliance procedures of the Sub-Adviser to the Adviser and/or the
Trust and their respective chief compliance officers as may be required by law or regulation or as are otherwise reasonably requested.
Moreover, the Sub-Adviser agrees to use such additional compliance techniques as the Adviser or the Board may reasonably adopt
or approve, including additional written compliance procedures. In addition, the Sub-Adviser shall retain at its own expense the
services of the Custodian or any other third party as requested by the Board to monitor the compliance of the Fund’s portfolio
with the investment objective, policies and restrictions set forth in the Registration Statement.
b. The Sub-Adviser agrees that it shall
promptly notify, if legally permitted, the Adviser and the Trust (1) in the event that the SEC has censured the Sub-Adviser; placed
limitations upon its activities, functions or operations; suspended or revoked its registration as an investment adviser; or has
commenced proceedings or an investigation (formal or informal) that is likely to reasonably result in any of these actions; or
corresponded with the Sub-Adviser, including sending a deficiency letter or raising issues about the business, operations, or practices
of the Sub-Adviser; (2) in the event of any notice of an investigation, examination, inquiry audit or subpoena of the Sub-Adviser
or any of its officers or employees by any federal, state or other governmental agency or body, (3) upon having a reasonable basis
for believing that the Fund has ceased to qualify or is likely not to qualify as a regulated investment company under Subchapter
M of the Code, (4) upon detection of any breach of any of the Fund’s policies, guidelines or procedures and of any violation
of any applicable law or regulation, including the 1940 Act and Subchapter M of the Code, relating to that portion of the Fund’s
assets allocated to the Sub-Adviser, or (5) upon detection of any material violations of the Sub-Adviser’s compliance policies
and procedures that relate to the Fund or the Sub-Adviser’s activities generally, such as when the violation could be considered
material to the Sub-Adviser’s advisory clients. If legally permitted, the Sub-Adviser will furnish to the Adviser upon request
copies of any and all documents relating to the foregoing. The Sub-Adviser further agrees to promptly notify the Adviser and the
Trust of any fact material to the Trust, the Adviser, the Board or shareholders of the Fund known to the Sub-Adviser respecting
or relating to the Sub-Adviser that is not contained in the Registration Statement or prospectus for the Fund, or any amendment
or supplement thereto received by the Sub-Adviser, or if any statement contained therein relating to the Sub-Adviser becomes untrue
in any material respect.
c. The Adviser agrees that it shall promptly
notify, if legally permitted, the Sub-Adviser (1) in the event that the SEC has censured the Adviser or the Trust with respect
to the Fund; placed limitations upon either of their activities, functions, or operations; suspended or revoked the Adviser’s
registration as an investment adviser; or has commenced proceedings or a formal investigation that is reasonably likely to result
in any of these actions, (2) in the event of any notice of a formal investigation of the Adviser or any of its officers by any
federal or state agency, provided that such investigation directly relates to the services provided by the Adviser under the Advisory
Agreement; (3) upon having a reasonable basis for believing that the Fund has ceased to qualify or is likely not to qualify as
a regulated investment company under Subchapter M of the Code; or (4) upon detection of any material breach of any of the Fund’s
policies, guidelines or procedures and of any violation of any applicable law or regulation, including the1940 Act and Subchapter
M of the Code.
d. The Sub-Adviser will provide the Adviser
with such reports, presentations, certifications and other information as the Adviser may reasonably request from time to time,
in a format mutually agreed upon, concerning the business and operations of the Sub-Adviser in performing services hereunder or
generally concerning the Sub-Adviser’s investment advisory services, the Sub-Adviser’s compliance with applicable federal,
state and local law and regulations, and changes in the Sub-Adviser’s key personnel, investment strategies, policies and
procedures, and other matters that are likely to have a material impact on the Sub-Adviser’s duties hereunder.
9. Books and Records. The Sub-Adviser
hereby agrees that all records which it maintains for the Fund are the property of the Trust and further agrees to surrender promptly
to the Trust any of such records upon the Trust’s or the Adviser’s reasonable request in compliance with the requirements
of Rule 31a-3 under the 1940 Act, although the Sub-Adviser may, at its own expense, make and retain a copy of such records. The
Sub-Adviser further agrees to preserve for the periods prescribed by Rule 31a-2 under
the 1940 Act the records required to be maintained by Rule 31a-1 under the 1940 Act.
10. Cooperation; Confidentiality.
Each party to this Agreement agrees to cooperate with the other party and with all appropriate governmental authorities having
the requisite jurisdiction (including, but not limited to, the SEC) in connection with any investigation or inquiry relating to
this Agreement, the Fund or the Trust. Subject to the foregoing, the Sub-Adviser shall treat as confidential all information pertaining
to the Fund, the Trust, the Adviser and their respective actions, and shall use such information only in connection with the services
performed under this Agreement. The Adviser shall treat as confidential all information provided by the Sub-Adviser that is identified
by the Sub-Adviser as confidential. Notwithstanding the foregoing, information subject to this Section 10 need not be treated by
the receiving party as confidential (i) if the receiving party is required to disclose such information under applicable law, (ii)
if such information is generally available to the public through means other than by disclosure by the receiving party, or (iii)
if available from a source other than the receiving party provided that such source is not known (or should have been known) to
the receiving party to be bound by confidentiality obligations pertaining to such information. The Sub-Adviser acknowledges that
the Adviser will have continuous access through the Custodian to any information related to the Fund’s portfolio.
Notwithstanding anything to the contrary
herein or to any policies and procedures, the Sub-Adviser may not disclose Fund portfolio holdings information, except in accordance
with the Fund’s Policies and Procedures on Disclosure of Portfolio Holdings (the “Disclosure Policy”). To the
extent the Sub-Adviser has delegated any duties or services to an affiliate or a third–party, the Sub-Adviser shall require
that any such affiliate or third-party agree in writing to maintain the confidentiality of Fund portfolio holdings information
as and to the extent required by the Disclosure Policy. For purposes of the Disclosure Policy, information provided to a broker-dealer
relating to orders or potential orders for the purchase or sale of Fund holdings will not be deemed to be portfolio holdings information,
provided that the Sub-Adviser determines that the disclosure does not provide the recipient with an advantage over Fund shareholders.
11. Liability.
a. Except as may otherwise be required by the
1940 Act or the rules thereunder or other applicable law, the Adviser agrees that the Sub-Adviser, any affiliated person of the
Sub-Adviser, and each person, if any, who, within the meaning of Section 15 of the Securities Act of 1933, as amended (“the
1933 Act”) controls the Sub-Adviser (each a “Sub- Adviser Controlling Person,” and collectively, “Sub-Adviser
Controlling Persons”) shall not be liable for, or subject to any losses, claims, damages, expenses, liabilities or litigation
in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by
reason of willful misfeasance, bad faith, or gross negligence, in each such case, in the performance of the Sub-Adviser’s
duties, or any material breach by the Sub-Adviser of its obligations or duties under this Agreement (the “Sub-Adviser Standard
of Care”). In no case shall the Sub-Adviser, its affiliated persons or any of the Sub-Adviser Controlling Persons be liable
for actions taken or non-actions with respect to the performance of services under this Agreement if the Sub-Adviser is instructed
in writing by the Adviser or the Trust to take such action or non-action. The Adviser understands and acknowledges that the Sub-Adviser
does not warrant that the portion of the assets of the Fund managed by the Sub-Adviser will achieve any particular rate of return
or that its performance will match any benchmark index or other standard or objective. In no case shall the Sub-Adviser, its affiliated
persons or any of the Sub-Adviser Controlling Persons be liable for any portion of the assets of the Fund not managed by the Sub-Adviser
(if any).
b. The Sub-Adviser agrees
that neither the Trust nor the Fund shall bear any responsibility or shall be subject to any liability for any losses, claims,
damages, expenses, liabilities or litigation of the Sub-Adviser connected with or arising out of its services under this Agreement.
12. Indemnification.
a. The Adviser agrees to indemnify and
hold harmless the Sub-Adviser, any affiliated person of the Sub-Adviser, and Sub-Adviser Controlling Persons (the Sub-Adviser and
all of such persons being referred to as “Sub-Adviser Indemnified Persons”) against any and all losses, claims, damages,
expenses, liabilities, or litigation (including reasonable legal and other expenses) to which a Sub-Adviser Indemnified Person
may become subject under the 1933 Act, the 1940 Act, the Advisers Act, under any other statute, at common law or otherwise, arising
out of the Adviser’s responsibilities to the Sub-Adviser which (1) may be based upon the Adviser’s gross
negligence, willful misfeasance, or bad faith in the performance
of its duties, or any material breach by the Adviser of its obligations or duties under this Agreement, or (2) may be based upon
any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or prospectus covering
the Trust, or any amendment thereof or any supplement thereto, or the omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements therein not misleading unless such statement or omission
was made in reliance on disclosure reviewed by the Sub-Adviser in accordance with Section 7 of this Agreement; provided however,
that in no case shall the indemnity in favor of the Sub-Adviser Indemnified Person be deemed to protect such person against any
liability to which such person would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the
performance of its duties, or any material breach of its obligations or duties under this Agreement.
b. Notwithstanding Section 11 of this Agreement,
the Sub-Adviser agrees to indemnify and hold harmless the Adviser, any affiliated person of the Adviser, and each person, if any,
who, within the meaning of Section 15 of the 1933 Act controls the Adviser (the Adviser and all of such persons being referred
to as “Adviser Indemnified Persons”) against any and all losses, claims, damages, expenses, liabilities, or litigation
(including reasonable legal and other expenses) to which (1) an Adviser Indemnified Person may become subject under the 1933 Act,
1940 Act, the Advisers Act, under any other statute, at common law or otherwise, arising out of the Sub-Adviser’s responsibilities
as sub-adviser of the Trust which may be based upon the Sub-Adviser’s breach of the Sub-Adviser Standard of Care; or (2)
may be based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or
prospectus covering the Trust, or any amendment or supplement thereto, or the omission or alleged omission to state therein a material
fact known or which should have been known to the Sub-Adviser and was required to be stated therein or necessary to make the statements
therein not misleading, if such a statement was made in reliance upon disclosure reviewed by the Sub-Adviser in accordance with
Section 7 of this Agreement or was omitted from a disclosure reviewed by the Sub-Adviser in accordance with such Section 7; provided,
however, that in no case shall the indemnity in favor of an Adviser Indemnified Person be deemed to protect such person against
any liability to which such person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence in
the performance of its duties, or by reason of its material breach of its obligations or duties under this Agreement.
c. The Adviser shall not be liable under
Paragraph (a) of this Section 12 with respect to any claim made against a Sub-Adviser Indemnified Person unless such Sub-Adviser
Indemnified Person shall have notified the Adviser in writing within a reasonable time after the summons or other first legal process
giving information of the nature of the claim shall have been served upon such Sub-Adviser Indemnified Person (or after such Sub-Adviser
Indemnified Person shall have received notice of such service on any designated agent), but failure to notify the Adviser of any
such claim shall not relieve the Adviser from any liability which it may have to the Sub-Adviser Indemnified Person against whom
such action is brought except to the extent the Adviser is prejudiced by the failure or delay in giving such notice. In case any
such action is brought against the Sub-Adviser Indemnified Person, the Adviser will be entitled to participate, at its own expense,
in the defense thereof or, after notice to the Sub-Adviser Indemnified Person, to assume the defense thereof, with counsel reasonably
satisfactory to the Sub-Adviser Indemnified Person. If the Adviser assumes the defense of any such action and the selection of
counsel by the Adviser to represent both the Adviser and the Sub-Adviser Indemnified Person would result in a conflict of interests
and therefore, would not, in the reasonable judgment of the Sub-Adviser Indemnified Person, adequately represent the interests
of the Sub-Adviser Indemnified Person, the Adviser will, at its own expense, assume the defense with counsel to the Adviser and,
also at its own expense, with separate counsel to the Sub-Adviser Indemnified Person, which counsel shall be reasonably satisfactory
to the Adviser and to the Sub-Adviser Indemnified Person. The Sub-Adviser Indemnified Person shall bear the fees and expenses of
any additional counsel retained by it, and the Adviser shall not be liable to the Sub-Adviser Indemnified Person under this Agreement
for any legal or other expenses subsequently incurred by the Sub-Adviser Indemnified Person independently in connection with the
defense thereof other than reasonable costs of investigation. The Adviser shall not have the right to compromise on or settle the
litigation without the prior written consent of the Sub-Adviser Indemnified Person if the compromise or settlement results, or
may result in a finding of wrongdoing on the part of the Sub-Adviser Indemnified Person.
d. The Sub-Adviser shall not be liable
under Paragraph (b) of this Section 12 with respect to any claim made against an Adviser Indemnified Person unless such Adviser
Indemnified Person shall have notified the Sub-Adviser in writing within a reasonable time after the summons or other first legal
process giving information of the nature of the claim shall have been served upon such Adviser Indemnified Person (or after such
Adviser Indemnified Person shall have received notice of such service on any designated agent), but failure to notify the Sub-Adviser
of any such claim shall not relieve the Sub-Adviser from any liability which it may have to the Adviser
Indemnified Person against whom such action is brought except
to the extent the Sub-Adviser is prejudiced by the failure or delay in giving such notice. In case any such action is brought against
the Adviser Indemnified Person, the Sub-Adviser will be entitled to participate, at its own expense, in the defense thereof or,
after notice to the Adviser Indemnified Person, to assume the defense thereof, with counsel reasonably satisfactory to the Adviser
Indemnified Person. If the Sub-Adviser assumes the defense of any such action and the selection of counsel by the Sub-Adviser to
represent both the Sub-Adviser and the Adviser Indemnified Person would result in a conflict of interests and therefore, would
not, in the reasonable judgment of the Adviser Indemnified Person, adequately represent the interests of the Adviser Indemnified
Person, the Sub-Adviser will, at its own expense, assume the defense with counsel to the Sub-Adviser and, also at its own expense,
with separate counsel to the Adviser Indemnified Person, which counsel shall be reasonably satisfactory to the Sub-Adviser and
to the Adviser Indemnified Person. The Adviser Indemnified Person shall bear the fees and expenses of any additional counsel retained
by it, and the Sub-Adviser shall not be liable to the Adviser Indemnified Person under this Agreement for any legal or other expenses
subsequently incurred by the Adviser Indemnified Person independently in connection with the defense thereof other than reasonable
costs of investigation. The Sub-Adviser shall not have the right to compromise on or settle the litigation without the prior written
consent of the Adviser Indemnified Person if the compromise or settlement results, or may result in a finding of wrongdoing on
the part of the Adviser Indemnified Person.
13. Duration and Termination.
a. This Agreement shall become effective
subject to the condition that the Board, including a majority of those Trustees who are not interested persons (as such term is
defined in the 1940 Act) of the Adviser or the Sub-Adviser, shall have approved this Agreement in the manner required by the 1940
Act. Unless terminated as provided herein, this Agreement shall remain in full force and effect through and including the second
anniversary of the execution of this Agreement and shall continue in full force and affect indefinitely thereafter, but only so
long as such continuance is specifically approved at least annually by (a) the Board, or by the vote of a majority of the outstanding
voting securities (as defined in the 1940 Act) of the Trust, and (b) the vote of a majority of those Trustees who are not interested
persons (as such term is defined in the 1940 Act) of any such party to this Agreement cast at a meeting called for the purpose
of voting on such approval.
b. Notwithstanding the foregoing, this
Agreement may be terminated: (a) by the Adviser at any time without payment of any penalty, upon 60 days’ prior written notice
to the Sub-Adviser and the Trust; (b) at any time without payment of any penalty by the Trust, by the Board or a majority of the
outstanding voting securities of the Trust, upon 60 days’ prior written notice to the Adviser and the Sub-Adviser, (c) at
any time without payment of any penalty by the Sub-Adviser upon 60 days’ prior written notice by the Sub-Adviser to the Adviser
and the Trust, (d) by the Sub-Adviser upon not less than 20 business days’ prior written notice to the Adviser if the Sub-Adviser
is unable to implement any action by the Board that impacts the Sub-Adviser’s ability to provide the services under this
Agreement as described in Section 1 hereof, provided such notice is given to the Adviser within 5 business days of the Sub-Adviser’s
receipt of notice of the Board taking such action; (e) immediately in the event the Sub-Adviser or the Adviser ceases to be registered
as an investment adviser under the Advisers Act or otherwise becomes legally incapable of providing investment management services
pursuant to its respective contract with the Trust, or (f) in the event the Advisory Agreement is terminated.
c. In the event of termination for any
reason, all records of the Trust shall promptly be returned to the Adviser or the Trust, free from any claim or retention of rights
in such record by the Sub-Adviser, although the Sub-Adviser may, at its own expense, make and retain a copy of such records. This
Agreement shall automatically terminate in the event of its assignment (within the meaning of such term in the 1940 Act). In the
event this Agreement is terminated or is not approved in the manner described above, the Sections or Paragraphs numbered 9, 10,
11, and 12 of this Agreement shall remain in effect, as well as any applicable provision of this Section 13 and, to the extent
that only amounts are owed to the Sub-Adviser or owed to the Adviser for subsidy reimbursement as compensation for services rendered
while the agreement was in effect as provided in Section 6.
14. Exclusivity.
The Sub-Adviser agrees that, for so long as it serves as the investment adviser or sub-adviser to the Fund or any successor entity,
it will not accept an offer to serve as investment adviser or sub-adviser to any Competing Product (as defined below) without the
prior written approval of the Adviser. The Adviser shall respond to a written request of the Sub-Adviser to advise or sub-advise
a Competing Product within 30 days of receiving such request. A "Competing Product" means another unlisted, long-only
(or substantially long-only), open-end, SEC-registered investment company or an actively-managed exchange-traded-fund (“ETF”,
but excluding
an ETF-of-ETFs), in each case utilizing a macroeconomic investment
strategy and distributed in the United States. If and to the extent the restriction herein set forth is unenforceable, then such
restriction shall (without any further action by the Adviser or Sub-Adviser) be deemed to have been replaced with an enforceable
restriction reflecting as closely as possible the parties’ intent as expressed herein.
15. Notices. Any notice must be in writing
and shall be sufficiently given (1) when delivered in person, (2) when dispatched by electronic mail or electronic facsimile transfer
(confirmed in writing by postage prepaid first class air mail simultaneously dispatched), (3) when sent by internationally recognized
overnight courier service (with receipt confirmed by such overnight courier service), or (4) when sent by registered or certified
mail, to the other party at the address of such party set forth below or at such other address as such party may from time to time
specify in writing to the other party.
If to the Trust:
Eaton
Vance Growth Trust
Two International Place
Boston, MA 02110
Attn: Chief Legal Officer
If to the Adviser:
Eaton
Vance Management
Two International Place
Boston, MA 02110
Attn: Chief Legal Officer
If to the Sub-Adviser:
Richard Bernstein Advisors LLC
520 Madison Avenue
28th Floor
New York, NY 10022
Attn: David Bloom, Chief Operating Officer
And
copy to:
Schulte Roth & Zabel LLP
919 Third Avenue
New York, NY 10022
Attn: Udi Grofman
16. Amendments. No provision
of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the
party against which enforcement of the change, waiver, discharge or termination is sought, and no material amendment of this Agreement
shall be effective until approved as required by applicable law. The Sub-Adviser shall furnish to the Board such information as
may be reasonably necessary in order for the Board to evaluate this Agreement or any proposed amendments thereto for the purposes
of casting a vote pursuant to Section 13 or this Section 16.
17. Governing Law. Notwithstanding the
place where this Agreement may be executed by either party, the parties expressly agree that all terms and provisions hereof shall
be governed by, and construed in accordance with, the internal laws of the Commonwealth of Massachusetts applicable to contracts
made between residents of Massachusetts, entered into and wholly performed, and to transactions wholly consummated, within Massachusetts.
In the event of an action brought by the Adviser against the Sub-Adviser, the parties hereby submit to the exclusive jurisdiction
of the United States District Court for the Southern District of New York and any New York State court sitting in New York City
(Borough of Manhattan) for purposes of any legal or equitable actions or proceedings arising out of or relating to this Agreement
or the matters contemplated hereby. In the event of an action brought by the Sub-Adviser against the Adviser, the parties hereby
submit to the exclusive jurisdiction of the United States
District Court for the District of Massachusetts and any Massachusetts
court sitting in the city of Boston for purposes of any legal or equitable actions or proceedings arising out of or relating to
this Agreement or the matters contemplated hereby. The parties hereby irrevocably waive, to the fullest extent permitted by applicable
law, any objection that they may now or hereafter have to the laying of venue in any such action or proceeding brought in such
a court, and any claim that any such action or proceeding brought in such a court has been brought in an inconvenient forum.
18. Interpretation
of Certain Terms. Where the effect of a requirement of the 1940 Act reflected in any provision of this Agreement is amended
hereafter, or is modified or interpreted by any applicable order or orders of the SEC, any rules or regulations adopted by, or
interpretative releases of, the SEC, or any applicable guidance issued by the staff of the SEC, such provision will be deemed to
incorporate the effect of such amendment, order, rule, regulation, interpretative release, or guidance.
19. Miscellaneous.
a. The Sub-Adviser hereby grants to the Adviser during the term of this Agreement, a non-exclusive,
non-assignable, non-sublicensable royalty-free right to use the Sub-Adviser's name and registered and unregistered trademarks,
service marks and logos in the name of the Fund, on the Adviser's website(s) and in other materials solely for purposes of disclosing
and promoting the relationship between the parties as described herein. In the event that this Agreement shall be terminated for
any reason, and in the event a new or successor Agreement with the Sub-Adviser is not concluded, the Adviser understands that
it must immediately take all steps necessary to amend materials (including the Adviser's website) produced by the Adviser or its
affiliates to delete any reference in all materials to the Sub-Adviser and to delete the words “Richard Bernstein”
from the name of the Fund, provided that references to the former name of the Fund shall be permitted to the extent necessary.
b. The Adviser and the Sub-Adviser acknowledge that the Trust enjoys the rights of a third-party
beneficiary under this Agreement, and the Adviser acknowledges that the Sub-Adviser enjoys the rights of a third party beneficiary
under the Advisory Agreement. Nothing herein shall be construed as constituting the Sub-Adviser as an agent or co-partner of the
Adviser, or constituting the Adviser as an agent or co-partner of the Sub-Adviser.
c. The Sub-Adviser expressly acknowledges the provision in the Declaration of Trust of the Adviser
limiting the personal liability of the trustees and officers of the Adviser, and the Sub-Adviser hereby agrees that it shall have
recourse to the Adviser for payment of claims or obligations as between the Adviser and the Sub-Adviser arising out of this Agreement
and shall not seek satisfaction from the trustees or any officer of the Adviser.
d. The captions of this Agreement are included for convenience only and in no way define or
limit any of the provisions hereof or otherwise affect their construction or effect.
e. To
the extent permitted under Section 13 of this Agreement, this Agreement may only be assigned by any party with the prior
written consent of the other party.
f. If any provision of this Agreement shall be held or made invalid by a court decision, statute,
rule or otherwise, the remainder of this Agreement shall not be affected thereby, and to this extent, the provisions of this Agreement
shall be deemed to be severable.
g. Nothing
herein shall be construed as constituting the Sub-Adviser as an agent or co-partner of the Adviser, or constituting the
Adviser as an agent or co-partner of the Sub-Adviser.
h. This
Agreement may be executed in counterparts.
[Signature page follows.]
IN
WITNESS WHEREOF, the parties hereto have caused this instrument to be executed as of the day and year first above written.
EATON
VANCE MANAGEMENT
By:
Name:
Title:
RICHARD
BERNSTEIN ADVISORS LLC
By:
Name:
Title:
SCHEDULE A
Annual Investment Sub-Advisory Fee
[INSERT ADVISORY FEE AND BREAKPOINT SCHEDULE]
The Fund’s daily net assets shall be
computed in accordance with the Declaration of Trust of the Trust and any applicable procedures, votes and determinations of the
Board of the Trust.
The Adviser may determine to limit the total
annual operating expenses of the Fund. The amount of any such subsidy will be borne equally by the Adviser and the Sub-Adviser.
In such circumstances, the Adviser will (i) waive the investment advisory fee and (ii) assume the Fund’s expenses to the
extent necessary to meet the limitation. During the period in which the Adviser is waiving the advisory fee, the Sub-Adviser will
waive its sub-advisory fee. In addition, the Sub-Adviser will continue to waive payment of the sub-advisory fee until such time
as the subsidy is terminated and the waived amount equals one-half of the total amount of the expenses assumed by the Adviser (“Sub-Adviser
Subsidy Reimbursement”). The Adviser periodically will report to the Sub-Adviser information concerning the Fund expenses
that it has assumed. In the event this Agreement is terminated, Sub-Adviser agrees to pay to Adviser any amount of the Sub-Adviser
Subsidy Reimbursement that remains unpaid on the termination date.
Appendix S
In addition to differences noted in
this Appendix, if any, there may be minor, non-substantive variations among the agreements for certain Portfolios.
FORM OF INVESTMENT SUB-ADVISORY AGREEMENT
between
BOSTON MANAGEMENT AND RESEARCH
and
[SUB-ADVISER: EVAIL/PARAMETRIC]
for
[PORTFOLIO NAME]
AGREEMENT made this as of [xx] day of [MONTH],
[YEAR], between Boston Management and Research, a Massachusetts business trust (the “Adviser”), and [SUB-ADVISER NAME]
(the “Sub-Adviser”).
WHEREAS, the Adviser has entered into an Investment
Advisory Agreement (the “Advisory Agreement”) with [PORTFOLIO NAME], a Massachusetts business trust (the “Trust”)
(the “Trust”), relating to the provision of portfolio management services to the Trust; and
WHEREAS, the Advisory Agreement provides that
the Adviser may delegate any or all of its portfolio management responsibilities under the Advisory Agreement to one or more sub-investment
advisers; and
WHEREAS, the Adviser and the Trustees of the
Trust desire to retain the Sub-Adviser to render portfolio management services to the Trust in the manner and on the terms set
forth in this Investment Sub-Advisory Agreement (the “Agreement”);
NOW THEREFORE, in consideration of the mutual
covenants and agreements set forth herein, the Adviser and the Sub-Adviser agree as follows:
1. Duties
of the Sub-Adviser. The Adviser hereby employs the Sub-Adviser to act as investment adviser for and to manage the investment
and reinvestment of the assets of the Trust and to administer its investment affairs, subject to the supervision of the Adviser
and the Trustees of the Trust, for the period and on the terms set forth in this Agreement. Subject to approval of the Trust’s
Board and notice to the Sub-Adviser, the Adviser retains complete authority immediately to assume direct responsibility for any
function delegated to the Sub-Adviser under this Agreement.
(a) The
Sub-Adviser hereby accepts such employment and undertakes to afford to the Trust the advice and assistance of the Sub-Adviser’s
organization in the choice of investments and in the purchase and sale of securities for the Fund and to furnish, for the use of
the Trust, office space and all necessary office facilities, equipment and personnel for servicing the investments of the Trust
and for administering its investment affairs and to pay the salaries and fees of all officers and Trustees of the Trust who are
members of the Sub-Adviser’s organization and all personnel of the Sub-Adviser performing services relating to research and
investment activities. The Sub-Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except
as otherwise expressly provided or authorized, have no authority to act for or represent the Adviser or the Trust in any way or
otherwise be deemed an agent of the Adviser or the Trust.
(b) The
Sub-Adviser shall provide the Trust with such investment management and supervision as the Adviser may, from time to time, consider
necessary for the proper supervision of the Trust’s investments. The services to be provided by the Sub-Adviser hereunder
will apply to the portion of the Trust’s assets that Adviser or the Trustees of the Trust shall from time to time designate,
which may consist of all or a portion of the Trust’s assets. As investment sub-adviser to the Trust, the Sub-Adviser shall
furnish continuously an investment program and shall determine, from time to time, what securities and other investments shall
be acquired, disposed of or exchanged and what portion of the Trust’s assets shall be held uninvested, subject always to
the applicable restrictions of the Trust’s Declaration of Trust, By-Laws and registration statement under the Investment
Company Act of 1940, as amended (the “1940 Act”). The Sub-Adviser is authorized, in its discretion and without prior
consultation with the Adviser or the Trust, to buy, sell, and otherwise trade in any and all types of securities, commodities,
derivatives, and investment instruments on behalf of the Trust. Should the Trustees of the Trust or the Adviser at any time, however,
make any specific determination as to investment policy for the Trust and notify the Sub-Adviser thereof in writing, the Sub-Adviser
shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination
has been revoked. The Sub-Adviser shall take, on behalf of the Trust, all actions that it deems necessary or desirable to implement
the investment policies of the Trust.
(c) The
Sub-Adviser shall place all orders for the purchase or sale of portfolio investments for the account of the Trust either directly
with the issuer or with brokers, dealers, futures commission merchants, or other market participants selected by the Sub-Adviser,
and, to that end, the Sub-Adviser is authorized as the agent of the Trust to give instructions to the custodian of the Trust as
to deliveries of investments and payments of cash for the account of the Trust. In connection with the selection of such brokers,
dealers, futures commission merchants, or other market participants and the placing of such orders, the Sub-Adviser shall use its
best efforts to seek to execute security transactions at prices that are advantageous to the Trust and (when a disclosed commission
is being charged) at commission rates that are reasonable in relation to the benefits received. Subject to the policies and procedures
adopted by the Board of Trustees of the Trust, in selecting brokers or dealers qualified to execute a particular transaction, brokers
or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the
Securities Exchange Act of 1934) to the Sub-Adviser and the Sub-Adviser is expressly authorized to cause the Trust to pay any broker
or dealer who provides such brokerage and research services a commission for executing a security transaction which is in excess
of the amount of commission another broker or dealer would have charged for effecting that transaction if the Sub-Adviser determines
in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided
by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities which the Sub-Adviser
and its affiliates have with respect to the Trust and to other accounts over which they exercise investment discretion.
(d) The
Sub-Adviser shall furnish such reports, evaluations, information or analyses to the Trust and the Adviser as the Trust’s
Board of Trustees or the Adviser may reasonably request from time to time, or as the Sub-Adviser may deem to be desirable.
(e) The
Sub-Adviser shall exercise reasonable care in the performance of its duties under the Agreement and will conduct its activities
hereunder in compliance with the applicable requirements of the 1940 Act and all rules and regulations thereunder, all other applicable
federal and state laws, any applicable procedures adopted by the Trust’s Board that have been provided to the Sub-Adviser,
and the provisions of the Trust’s registration statement, each as may be amended. The Sub-Adviser will furnish to regulatory
authorities having the requisite authority any information or reports in connection with its services in respect to the Trust which
may be requested by such authorities in order to ascertain whether the operations of the Trust are being conducted in a manner
consistent with applicable laws and regulations.
[(f) The Sub-Adviser has reviewed the most
recent amendment to the registration statement for the Trust that contains disclosure about the Sub-Adviser, and represents and
warrants that, with respect to the disclosure about the Sub-Adviser or information relating directly or indirectly to the Sub-Adviser,
such registration statement contains, as of the date hereof, no untrue statement of any material fact and does not omit any statement
of a material fact which was required to be stated therein or necessary to make the statements contained therein, in light of the
circumstances under which they were made, not misleading. The Sub-Adviser further represents and warrants that it is a duly registered
investment adviser under the Investment Advisers Act of 1940, as amended, and will maintain such registration so long as this Agreement
remains in effect.]1
2. Compensation
of the Sub-Adviser. For the services, payments and facilities to be furnished hereunder by the Sub-Adviser, to the extent the
Adviser receives at least such amount from the Trust pursuant to the Advisory Agreement, the Sub-Adviser shall be entitled to receive
from the Adviser the compensation specified in Appendix A hereto. The Adviser
is solely responsible for the payment of the compensation to the Sub-Adviser, and the Sub-Adviser agrees to seek payment of its
compensation solely from the Adviser. The Trust shall have no liability for Sub-Adviser's compensation hereunder.
3. Allocation
of Charges and Expenses. It is understood that the Trust will pay all expenses other than those expressly stated to be payable
by the Sub-Adviser hereunder or by the Adviser under the Advisory Agreement, which expenses payable by the Trust shall include,
without implied limitation, (i) expenses of maintaining the Trust and continuing its existence; (ii) registration of the Trust
under the 1940 Act; (iii) commissions, spreads, fees and other expenses connected with the acquisition, holding and disposition
of securities and other investments; (iv) auditing, accounting and legal expenses; (v) taxes and interest; (vi) governmental fees;
(vii) expenses of issue, sale and redemption of interests; (viii) fees and expenses of registering, qualifying, and maintaining
the Trust, and its interests under applicable federal and state securities laws and of preparing and filing registration statements,
other offering statements or memoranda, and other reports, forms and documents required to be filed by the Trust with the Securities
and Exchange Commission ( “SEC”) and any other applicable regulatory body, and for printing and distributing the same
to Holders; (ix) expenses of reports and notices to Holders and of meetings of Holders and proxy solicitations therefor; (x) expenses
of reports to governmental officers and commissions; (xi) insurance expenses; (xii) association membership dues; (xiii) fees, expenses
and disbursements of custodians and subcustodians for all services to the Trust (including without limitation safekeeping of funds,
securities and other investments, keeping of books, accounts and records, and determination of net asset values, book capital account
balances and tax capital account balances); (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents,
Holder servicing agents and registrars for all services to the Trust; (xv) expenses for servicing the account of Holders; (xvi)
any direct charges to the Trust or Holders approved by the Trustees of the Trust; (xvii) compensation and expenses of Trustees
of the Trust who are not members of the Adviser’s or the Sub-Adviser’s organizations; (xviii) all payments to be made
and expenses to be assumed by the Trust in connection with the distribution of interests in the Trust; (xix) any pricing or valuation
services employed by the Trust to value its investments including primary and comparative valuations services; (xx) any investment
advisory, sub-investment advisory, or similar management fees payable by the Trust; (xxi) all expenses incurred in connection with
the Trust’s use of a line of credit; and (xxii) such non-recurring items as may arise, including expenses incurred in connection
with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees, officers, and Holders with respect
thereto.
___________________
1 Bracketed language is only included in
the investment sub-advisory agreement between BMR and Parametric for Tax-Managed International Equity Portfolio and in the investment
sub-advisory agreement between BMR and EVAIL for Global Income Builder Portfolio.
4. Other
Interests. It is understood that Trustees and officers, and Holders of the Trust are or may be or become interested in the
Sub-Adviser as trustees, officers, employees, shareholders or otherwise and that trustees, officers, employees and shareholders
of the Sub-Adviser are or may be or become similarly interested in the Trust, and that the Sub-Adviser may be or become interested
in the Trust as a Holder or otherwise. It is also understood that trustees, officers, employees and shareholders of the Sub-Adviser
may be or become interested (as directors, trustees, officers, employees, shareholders or otherwise) in other companies or entities
(including, without limitation, other investment companies) that the Sub-Adviser may organize, sponsor, or acquire, or with which
it may merge or consolidate, and which may include the words “[SUB-ADVISER NAME]” or any combination thereof as part
of their name, and that the Sub-Adviser or its subsidiaries or affiliates may enter into advisory or management agreements or other
contracts or relationships with such other companies or entities.
The services of the Sub-Adviser to the Adviser
for the benefit of the Trust are not to be deemed to be exclusive and the Sub-Adviser is free to render services to others and
engage in other business activities. It is understood that the Sub-Adviser and its affiliates perform investment services, including
rendering investment advice, to varied clients. It is understood that the Sub-Adviser or any of its affiliates may give advice
or take action for other accounts that may differ from, conflict with, or be adverse to advice given or taken for the Trust. It
is understood that certain securities or instruments may be held in some accounts but not in others, or the accounts may have different
levels of holdings in certain securities or instruments and the accounts may remit different levels of fees to the Sub-Adviser.
In addition, it is understood that the Sub-Adviser or any of its affiliates may give advice or take action with respect to the
investments of the Trust that may not be given or taken with respect to one or more accounts with similar investment programs,
objectives, and strategies. The Trust acknowledges that the Sub-Adviser, its affiliates, and their respective officers, directors,
and/or employees may from time to time have positions in or transact in securities and other investments recommended to clients,
including the Trust. Such transactions may differ from or be inconsistent with the advice given, or the timing or nature of the
Sub-Adviser’s action or actions with respect to the Trust. The Sub-Adviser may aggregate the Trust’s orders with orders
of its proprietary accounts and/or orders of other clients.
5. Limitation
of Liability of the Sub-Adviser. In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of
obligations or duties hereunder on the part of the Sub-Adviser, the Sub-Adviser shall not be subject to liability to the Adviser
or the Trust or to any Holder of interests in the Trust for any act or omission in the course of, or connected with, rendering
services hereunder or for any losses that may be sustained in the acquisition, holding, or disposition of any security or other
investment. [The Sub-Adviser agrees that neither the Trust nor any Trust shall bear any responsibility or shall be subject
to any liability for any damages, expenses, or losses of Sub-Adviser connected with or arising out of its services under this Agreement.]2
6. Duration
and Termination of this Agreement. This Agreement shall become effective upon the date of its execution, and, unless terminated
as herein provided, shall remain in full force and effect through and including the second anniversary of the execution of this
Agreement and shall continue in full force and effect indefinitely thereafter, but only so long as such continuance after such
second anniversary is specifically approved at least annually (i) by the Board of Trustees of the Trust or by vote of a majority
of the outstanding voting securities of the Trust and (ii) by the vote of a majority of those Trustees of the Trust who are not
interested persons of the Sub-Adviser, the Adviser, or the Trust cast in person at a meeting called for the purpose of voting on
such approval.
___________________
2 Bracketed language is only included in the
investment sub-advisory agreement between BMR and Parametric for Tax-Managed International Equity Portfolio and in the investment
sub-advisory agreement between BMR and EVAIL for Global Income Builder Portfolio.
This Agreement may be terminated as to the Trust
without the payment of any penalty by (i) the Adviser, subject to the approval of the Trustees of the Trust; (ii) the vote of the
Trustees of the Trust; (iii) the vote of a majority of the outstanding voting securities of the Trust at any annual or special
meeting; or (iv) the Sub-Adviser, in each case on sixty (60) days’ written notice. This Agreement shall terminate automatically
in the event of its assignment or in the event that the Advisory Agreement shall have terminated for any reason. In the event of
termination for any reason, all records of the Trust shall promptly be returned to the Adviser or the Trust, free from any claim
or retention of rights in such record by the Sub-Adviser, although the Sub-Adviser may, at its own expense, make and retain a copy
of such records.
7. Amendments
of the Agreement. This Agreement may be amended by a writing signed by both parties hereto, provided that no amendment to this
Agreement shall be effective until approved in a manner consistent with the requirements of the 1940 Act.
8. Limitation
of Liability. A copy of the Declaration of Trust for each the Trust and the Adviser is on file with the Secretary of The Commonwealth
of Massachusetts, and notice is hereby given that this Agreement is executed on behalf of each the Adviser and the Trust by an
officer of each respective organization, in his or her capacity as an officer and not individually. The Sub-Adviser expressly acknowledges
the provisions in the Declarations of Trust of the Trust and of the Adviser limiting the personal liability of Trustees, officers,
and the Holders of the Trust and the Adviser, respectively, and the Sub-Adviser hereby agrees that it shall have recourse to the
Trust or the Adviser, respectively, for payment of claims or obligations as between the Trust or the Adviser, respectively, and
the Sub-Adviser arising out of this Agreement and shall not seek satisfaction from the Trustees or officers of the Trust or the
Adviser or the Holders of the Trust or the Adviser.
9. Third
Party Beneficiaries. The Trust is a third party beneficiary to this Agreement. Aside from the Trust, nothing in this Agreement,
express or implied, is intended to or shall confer upon any person not a party hereto (including, but not limited to, Holders of
the Trust) any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
10. Books
and Records. The Sub-Adviser hereby agrees that all records that it maintains for the Trust are the property of the Trust and
further agrees to surrender promptly to the Trust any of such records upon the Trust’s or the Adviser's request in compliance
with the requirements of Rule 31a-3 under the 1940 Act, although the Sub-Adviser may, at its own expense, make and retain a copy
of such records. The Sub-Adviser further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records
required to be maintained by Rule 31a-1 under the 1940 Act.
11. Certain
Definitions. The terms “assignment” and “interested persons” when used herein shall have the respective
meanings specified in the 1940 Act, as now in effect or as hereafter amended subject, however, to such exemptions as may be granted
by any rule, regulation or order by the SEC. The term “vote of a majority of the outstanding voting securities” shall
mean the vote, at a meeting of Holders, of the lesser of (a) 67 per centum or more of the shares of the Trust present or represented
at the meeting if the Holders of more than 50 per centum all shares of the Trust are present or represented by proxy, or (b) more
than 50 per centum of the outstanding shares of the Trust. Share(s) may also be referred to herein or in other documents relating
to the Trust as an Interest or Interests. In addition, where the effect of a requirement of the 1940 Act reflected in any provision
of this Agreement is modified or interpreted by any applicable order or orders of the SEC, any rules or regulations adopted by,
or interpretative releases of, the SEC, or any applicable guidance issued by the staff of the SEC, such provision will be deemed
to incorporate the effect of such order, rule, regulation, interpretative release, or guidance.
12. [Use
of the Name “[Sub-Adviser Name].” The Sub-Adviser hereby consents to the use of the name “Atlanta Capital”
as part of the Trust’s name; provided, however, that such consent shall be conditioned upon the employment of the Sub-Adviser
or one of its affiliates as the investment Sub-Advisor of the Trust. The name “[Sub-Adviser Name]” or any variation
thereof may be used, from time to time, in other connections and for other purposes by the Sub-Adviser and its affiliates and other
investment companies that have obtained consent to the use of the name “[Sub-Adviser Name].” The Sub-Adviser shall
have the right to require the Trust to cease using the name “[Sub-Adviser Name]” as part of the Trust’s name
if the Adviser ceases, for any reason, to employ the Sub-Adviser or one of its affiliates as the Trust’s investment sub-adviser.
Future names adopted by the Trust for itself, insofar as such names include identifying words requiring the consent of the Sub-Adviser,
shall be the property of the Sub-Adviser and shall be subject to the same terms and conditions.]3
13. Miscellaneous.
(a) If
any term or provision of this Agreement or the application thereof to any person or circumstance is held to be invalid or unenforceable
to any extent, the remainder of this Agreement or the application of such provision to other persons or circumstances shall not
be affected thereby and shall be enforced to the fullest extent permitted by law.
(b) This
Agreement shall be governed by and interpreted in accordance with the laws of The Commonwealth of Massachusetts.
(c) This
Agreement may be executed by the parties hereto in any number of counterparts, and all of said counterparts taken together shall
be deemed to constitute one and the same instrument.
[Signature page follows.]
___________________
3 Bracketed language included only with respect
to Atlanta Capital Focused Growth Fund, Atlanta Capital Select Equity Fund and Atlanta Capital SMID-Cap Fund.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed as of the day and year first above written.
BOSTON
MANAGEMENT AND RESEARCH
By: ______________________________
Name: [NAME]
Title: Vice President and not individually
[SUB ADVISER SIGNATURE BLOCK]
By: _____________________________
Name:
Title:
Acknowledged and agreed to as of the day
and year first above written:
[TRUST NAME]
(on behalf of TRUST NAME)
By: _________________________________
Name: [NAME]
Title: President and not individually
APPENDIX A
Annual Investment Sub-Advisory Fee
For the services, payments and facilities furnished
by the Sub-Adviser under this Agreement, the Sub-Adviser is entitled to receive from the Adviser the compensation set forth below:
[INSERT ADVISORY FEE SCHEDULE AND ASSETS
ON WHICH FEE IS ASSESSED]
In case of initiation or termination of the
Agreement during any month with respect to the Trust, the fee for that month shall
be reduced proportionately on the basis of the number of calendar days during which the Agreement is in effect [and the fee shall
be computed upon the basis of the average gross assets for the business days the Agreement is so in effect for that month.]
The Trust’s daily net assets shall be
computed in accordance with the Declaration of Trust of the Trust and any applicable votes and determinations of the Trustees of
the Trust.
Such compensation shall be paid monthly in arrears.
The Sub-Adviser may, from time to time, waive all or a part of the above compensation.
Appendix T
FORM OF INVESTMENT SUB-ADVISORY AGREEMENT
RELATING TO
GREATER INDIA PORTFOLIO
This INVESTMENT SUB-ADVISORY AGREEMENT
(“Agreement”) effective [xx] [xx], 2021, is between Boston Management and Research, a Massachusetts business trust
(“Adviser”), and Goldman Sachs Asset Management L.P., a limited partnership organized under the laws of Delaware (“Sub-Adviser”).
WHEREAS, Greater India Portfolio (the
“Portfolio”) is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an
open-end, management investment company; and
WHEREAS, the Portfolio is a master fund
in a master feeder structure whereby, among other potential investors, one or more investment companies registered with the Securities
and Exchange Commission (“SEC”) may invest its assets in the Portfolio (each a “Fund”); and
WHEREAS, pursuant to an Investment Advisory
Agreement dated [xx] [xx], 2021 (“Advisory Agreement”), a copy of which has been provided to the Sub-Adviser, the Portfolio
has retained the Adviser to render advisory and management services to the Portfolio (as described more fully below); and
WHEREAS, pursuant to authority granted
to the Adviser in the Advisory Agreement, the Adviser wishes to retain the Sub-Adviser to furnish investment advisory services
to the Portfolio and the Adviser, and the Sub-Adviser is willing to furnish such services to the Portfolio and the Adviser.
NOW, THEREFORE, in consideration of the
promises and mutual covenants herein contained, it is agreed between the Adviser and the Sub-Adviser as follows:
1. Appointment.
The Adviser hereby appoints the Sub-Adviser to act as the investment sub-adviser for and to manage the investment and reinvestment
of the assets of the Portfolio, subject to the supervision of the Adviser and the Portfolio’s Board of Trustees (“Board”),
for the period and on the terms set forth in this Agreement. The Sub-Adviser accepts such appointment and agrees to furnish the
services herein set forth herein for the period and on the terms set forth in this Agreement.
Subject to the requirements of the 1940
Act, the Adviser has the authority in its discretion to alter the allocation of the Portfolio’s assets among the Sub-Adviser,
the Adviser and any other appointed sub-adviser upon reasonable notice to the Sub-Adviser.
2. Sub-Adviser
Duties. Subject to the supervision of the Board and the Adviser, the Sub-Adviser will provide a continuous investment program
for the Portfolio and determine, in its discretion, the composition of the assets of the Portfolio, including the determination
of the purchase, retention, or sale of the securities, cash, and other investments for the Portfolio. The Sub-Adviser will provide
investment research and conduct a continuous program of evaluation, investment, sale, and reinvestment of the Portfolio’s
assets by determining (a) the securities and other investments that shall be purchased, entered into, sold, closed, and/or exchanged
for the Portfolio; (b) when these transactions should be executed, and (c) what portion of the assets of the Portfolio should be
held in various securities and other investments in which the Portfolio is permitted to invest. The Sub-Adviser is authorized,
in its sole discretion and without prior consultation with the Adviser or the Portfolio, to buy, sell, and otherwise trade in any
of the types of securities and investment instruments permitted by the Portfolio’s Registration Statement. The Sub-Adviser
may use the portfolio management, research and other resources of advisory affiliates through participating affiliate arrangements
in rendering investment advisory services to the Portfolio. Under such circumstances, the Sub-Adviser shall be fully accountable
to the Fund and/or the Adviser for the actions of such affiliates.
The Sub-Adviser will provide the services
under this Agreement in accordance with the Portfolio’s Declaration of Trust, By-Laws, and investment objective(s), policies
and procedures and restrictions as stated in the Portfolio’s Registration Statement as filed with the SEC under the 1940
Act, as from time to time amended (“Registration Statement”). The Adviser shall promptly provide the Sub-Adviser with
copies of any amendment to the Registration Statement prior to the commencement of this Agreement and shall provide the Sub-Adviser
with drafts of any other amendment to the Registration Statement as well as any sticker supplements to the Portfolio’s prospectus
or statement of additional information relevant to the Sub-Adviser or its management of the Portfolio. The Sub-Adviser shall review
and provide comments on such drafts on a timely basis. Sub-Adviser’s services under this Agreement also will be provided
in accordance with any internal guidelines or investment parameters for the Portfolio (including portfolio risk limits) that are
mutually agreed to in writing from time to time by the Adviser and the Sub-Adviser.
The Sub-Adviser further agrees as follows:
a. The
Sub-Adviser shall perform its duties hereunder in accordance with (i) the 1940 Act and all rules and regulations thereunder, (ii)
all other applicable federal and state laws and regulations, (iii) any procedures adopted by the Board and deemed applicable by
the Adviser to the Portfolio (provided that the Sub-Adviser has been or will be provided by the Adviser with a copy of any current
or future procedures and has been provided with a reasonable period of time to understand and adapt to such procedures) (“Fund
Procedures”), (iv) the provisions of the Portfolio’s Registration Statement (as described above), and (v) the Sub-Adviser’s
operating policies and procedures provided to the Adviser. The Sub-Adviser shall exercise reasonable care in the performance of
its duties under the Agreement. With respect to (iii) above, by executing this Agreement, the Sub-Adviser acknowledges that it
has received from the Adviser written copies of the current Fund Procedures and has had a reasonable period of time to understand
and adapt to such Procedures.
b. The
Sub-Adviser will manage the Portfolio so that it meets the income and asset diversification requirements of Section 851 of the
Internal Revenue Code of 1986, as amended (“Code”).
c. The
Sub-Adviser shall exercise voting authority with respect to proxies that the Portfolio is entitled to vote with regard to securities
in the Portfolio’s portfolio, provided that such authority may be revoked in whole or in part by the Adviser at any time
upon written notice to the Sub-Adviser and provided further that the exercise of such authority shall be in accordance with the
relevant Fund Procedures. As provided in the Fund Procedures, the Sub-Adviser shall exercise its proxy voting authority hereunder
in accordance with such proxy voting policies and procedures of the Sub-Adviser as are approved by the Adviser and the Board. The
Sub-Adviser shall provide such information relating to its exercise of proxy voting authority hereunder (including the manner in
which it has voted proxies and its resolution of conflicts of interest) as reasonably requested by the Adviser from time to time.
The Sub-Adviser shall provide the proxy voting history for the Portfolio to the Adviser or any third party agent designated by
the Adviser in a timely manner for inclusion in the Portfolio’s requisite Form N-PX.
d. The
Sub-Adviser will provide reasonable assistance to the Portfolio’s custodian (“Custodian”) and the Adviser in
their determining or confirming, consistent with the relevant Fund Procedures and as stated in the Registration Statement, the
value of any portfolio securities or other assets of the Portfolio for which the Custodian or the Adviser seeks assistance from,
or identifies for review by, the Sub-Adviser and otherwise perform such duties as sub-adviser for the Portfolio as are specifically
described in such Fund Procedures. The parties acknowledge that the Sub-Adviser (i) is not a custodian of the Portfolio’s
assets and will not take possession or custody of such assets and (ii) is not engaged to provide the official books and records
of the Portfolio. The Adviser acknowledges and agrees that (i) the Sub-Adviser shall not be deemed to be the pricing or valuation
agent for the Fund, and (ii) the Sub-Adviser is not obligated to provide pricing information to satisfy any regulatory requirements
to which the Fund may be subject (e.g., ASC 820).
e. Following
the end of each of the Portfolio’s fiscal periods, the Sub-Adviser will provide reasonable assistance to the Adviser in
its preparation of any reports required by applicable rules and regulations, such as Form N-CSR, Form N-CEN and Form N-PORT,
as well as any discussion of the Portfolio’s performance required by applicable law. The Sub-Adviser will also provide
periodic commentaries regarding the performance of the Portfolio as reasonably requested by the Adviser, which shall be
subject to review and editing by the Adviser and further subject to the terms of Section 7 hereof. The Sub-Adviser also will
provide to the Portfolio any certifications relating to the content of any such report,
discussion or commentary as required by relevant Fund Procedures or as is otherwise reasonably requested by the Portfolio.
f. The
Sub-Adviser will complete and deliver to the Adviser for each quarter by the 10th calendar day of the following quarter
(i) a written compliance checklist in a form agreed to in advance by the Adviser and Sub-Adviser, (ii) a written investment oversight
questionnaire in a form agreed to in advance by the Adviser and Sub-Adviser, (iii) a risk management and related analytic report
in a format agreed to in advance by the Adviser and Sub-Adviser, and (iv) such other reports as may be reasonably requested by
the Adviser.
g. The
Sub-Adviser will make available to the Portfolio and the Adviser, promptly upon request, any of the investment records and ledgers
for the Portfolio maintained by the Sub-Adviser (which shall not include the records and ledgers maintained by the Custodian, portfolio
accounting agent or other service providers for the Portfolio) as are necessary to assist the Portfolio and the Adviser in complying
with requirements of the 1940 Act and the Investment Advisers Act of 1940, as amended (“Advisers Act”), and the rules
under each, as well as other applicable securities laws. The Sub-Adviser will furnish to regulatory authorities, having the requisite
authority over the Portfolio, any information or reports in connection with the Sub-Adviser’s services to the Portfolio and
the Adviser that may be requested in order to ascertain whether the operations of the Portfolio are being conducted in a manner
consistent with applicable laws and regulations.
h. The
Sub-Adviser will provide periodic reports to the Board (for consideration at meetings of the Board) on the investment program for
the Portfolio and the investments in the Portfolio in a format agreed to in advance by the Adviser and Sub-Adviser and such other
special reports as the Board or the Adviser may reasonably request, provided the format of such special reports is agreed to in
advance by the Adviser and Sub-Adviser.
i. The
Sub-Adviser will maintain a fidelity bond, as well as insurance for its directors and officers and errors and omissions, in an
adequate amount based on the Sub-Adviser’s assets under management and the scope of its business.
j. The
Sub-Adviser shall not consult with any other sub-adviser of the Portfolio or Fund, or the sub-adviser to any other investment company
(or separate series of an investment company) managed by the Adviser concerning the Portfolio or Fund’s transactions in securities
or other assets, except for purposes of complying with applicable law or regulation. The Adviser shall not be required to provide
the Sub-Adviser with Portfolio or Fund sales data.
k. Nothing
in this Sub-Advisory Agreement shall prevent the Sub-Adviser from acting as investment adviser for any other person, firm, corporation
or other entity and shall not in any way restrict the Sub-Adviser or any of its stockholders, directors, officers, employees or
its affiliates from buying, selling or trading any securities for its or their own account or for the account of others from whom
it or they may be acting; provided that such activities do not adversely affect the performance by any party of its duties under
this Sub-Advisory Agreement.
3. Broker-Dealer
Selection and Portfolio Transaction Information. The Sub-Adviser is authorized to place all orders for the purchase or sale
of portfolio securities and investment instruments permitted by the Portfolio’s Registration Statement for the Portfolio
either directly with the issuer or with brokers or dealers selected by the Sub-Adviser. To that end, the Sub-Adviser is authorized
as the agent of the Portfolio to give instructions to the Custodian as to deliveries of securities and investment instruments
and payments of cash for the account of the Portfolio. In connection with the selection of such brokers or dealers and the placing
of orders for the Portfolio, the Sub-Adviser shall follow the relevant Fund Procedures, including the Policies and Procedures
Relating to Fund Brokerage Allocation and Use of Fund Commissions. The Sub-Adviser will report to the Portfolio’s Board
periodically on brokerage allocation, including with respect to use of Portfolio commissions to acquire research, indicating the
broker-dealers to which such allocations have been made and the basis therefore as the Adviser or the Board reasonably requests.
The Sub-Adviser will arrange for the
transmission to the Custodian on a daily basis such confirmation, trade tickets, and other documents and information, including,
but not limited to, Cusip, Cedel, or other numbers that identify securities to be purchased or sold on behalf of the Portfolio,
as may be reasonably necessary to enable the Custodian to perform its administrative and recordkeeping responsibilities with respect
to the Portfolio.
4. Disclosure
about Sub-Adviser. The Sub-Adviser has received and reviewed the most current amendment to the Registration Statement for the
Portfolio that contains or incorporates disclosure about the Sub-Adviser (if any), and represents and warrants that the disclosure,
with respect to the Sub-Adviser, its personnel, and the investment policies and strategies followed by the Sub-Adviser in managing
the Portfolio and the risks relating thereto is accurate in all material respects. The Sub-Adviser further represents and warrants
that it is a duly registered investment adviser under the Advisers Act and will maintain such registration so long as this Agreement
remains in effect and also complies with any other relevant regulatory requirements to operate its business. The Adviser hereby
acknowledges that it has received a copy of the Sub-Adviser’s Form ADV (as filed with the SEC) prior to entering into this
Agreement.
5. Duties
of the Adviser. The Adviser undertakes to provide the Sub-Adviser with reasonable advance written notice of any action taken
by the Adviser or the Portfolio’s Board that is likely to have any impact on the Sub-Adviser or its ability to provide services
under this Agreement including, without limitation, any change to (i) the Portfolio’s investment objective(s), strategies,
policies, and restrictions, (ii) the Fund Procedures, or (iii) the Portfolio’s Registration Statement as it relates to the
services provided by the Sub-Adviser to the Portfolio. The Adviser agrees that, provided it is within its ability, it will allow
for a reasonable implementation period for any such action and Sub-Adviser agrees it will make a reasonable effort to implement
any such action within such implementation period.
6. Expenses.
During the term of this Agreement, the Sub-Adviser will pay all expenses incurred by it and its staff and for their activities
in connection with its duties under this Agreement, including, but not limited to, rental and overhead expenses, expenses of the
Sub-Adviser’s personnel, insurance of the Sub-Adviser and its personnel, research services (except as permitted under the
Fund Procedures), and taxes of the Sub-Adviser.
The Adviser and the Portfolio shall be
responsible for all expenses of the Adviser’s and Portfolio’s operations, respectively, including, without limitation,
those described in the Advisory Agreement.
7. Compensation.
For the services provided to the Portfolio, the Adviser will pay the Sub-Adviser an annual fee equal to the amount specified in
Schedule A hereto payable monthly in arrears on the last business day of each month. The fee will be appropriately prorated
to reflect any portion of a calendar month that this Agreement is not in effect. The Adviser is solely responsible for the payment
of fees to the Sub-Adviser, and the Sub-Adviser agrees to seek payment of its fees solely from the Adviser. The Portfolio shall
have no liability for Sub-Adviser’s fee hereunder.
8. Materials.
a.
During the term of this Agreement, the Adviser agrees to furnish the Sub-Adviser at its principal
office all prospectuses, statements of additional information, and sticker supplements relevant to the Sub-Adviser or its management
of the Portfolio, as well as proxy statements and reports to shareholders prepared for distribution to shareholders of the Portfolio,
which refer to the Sub-Adviser, prior to the use thereof, and neither the Adviser nor the Portfolio shall use any such materials
if the Sub-Adviser reasonably objects in writing within a reasonable period of time (or such other period as may be mutually agreed)
after receipt thereof. The Sub-Adviser’s right to object to such materials is limited to reasonable objections with respect
to the accuracy or completeness of the disclosure in such documents or reports.
b.
It is understood that the names “Goldman Sachs” and “Goldman Sachs Asset
Management” or any trademark, trade name, service mark, or logo, or any variation of such trademark, trade name, service
mark, or logo of the Sub-Adviser or its affiliates (collectively, the “Goldman Sachs Marks”) are the valuable property
of the Sub-Adviser and its affiliates and that the Portfolio or its affiliates have the right to use such Goldman Sachs Marks in
offering materials of the Portfolio or any Fund only with the prior written approval of the Sub-Adviser and only for so long as
the Sub-Adviser is a sub-adviser to Portfolio. Upon termination of this Agreement or upon the earlier request of the Sub-Adviser, the Portfolio
shall as soon as is reasonably possible cease to use the Goldman Sachs Marks.
c.
It is understood that the names “Boston Management and Research” and “Eaton
Vance Management” or any derivative thereof or logos associated with such names are the valuable property of the Adviser
and its affiliates and that the Sub-Adviser has the right to use such names (or derivatives or logos) in client lists. Any other
use shall require approval in advance from the Adviser. Upon termination of this Agreement the Sub-Adviser shall as soon as is
reasonably possible cease to use such names (or derivatives or logos).
9. Compliance.
a.
The Sub-Adviser has adopted written policies and procedures reasonably designed to prevent
violation by it, or any of its supervised persons, of the Advisers Act and the rules under the Advisers Act and other federal securities
laws and regulations relevant to the performance of its duties under this Agreement (“Sub-Adviser Procedures”). The
Sub-Adviser has designated a chief compliance officer (“CCO”) responsible for administering the Sub-Adviser Procedures.
The CCO shall provide to the Adviser and/or the Portfolio and their respective CCOs written compliance reports relating to the
operations and compliance procedures of the Sub-Adviser as may be required by law or regulation or as are otherwise reasonably
requested. The Sub-Adviser agrees to implement other or additional compliance techniques as the Adviser or the Board may reasonably
request, including written compliance procedures, provided that doing so would not cause the Sub-Adviser to incur additional significant
fees or expenses or otherwise conflict with the Sub-Adviser’s compliance program.
b.
The Sub-Adviser agrees that, if it is reasonably likely to have a material impact on the performance
of its duties under this Agreement, it shall promptly notify, if legally permitted, the Adviser and the Portfolio (1) in the event
that the SEC or other governing body has censured the Sub-Adviser; placed limitations upon its activities, functions or operations;
suspended or revoked its registration as an investment adviser; or has commenced proceedings or an investigation (formal or informal)
that is likely to reasonably result in any of these actions; or corresponded with the Sub-Adviser, including sending a deficiency
letter or raising issues about the business, operations, or practices of the Sub-Adviser; (2) in the event of any notice of an
investigation, examination, inquiry audit or subpoena of the Sub-Adviser or any of its officers or employees by any federal, state
or other governmental agency or body, (3) upon having a reasonable basis for believing that the Portfolio has ceased to qualify
or is likely not to qualify as a regulated investment company under Subchapter M of the Code, (4) upon detection of any breach
of any of the Fund Procedures and of any violation of any applicable law or regulation, including the 1940 Act and Subchapter M
of the Code, relating to the Portfolio, or (5) upon detection of any material violations of the Sub-Adviser Procedures that relate
to the Portfolio or the Sub-Adviser’s activities generally, such as when the violation could be considered material to the
Sub-Adviser’s advisory clients. The Sub-Adviser further agrees to promptly notify the Adviser and the Portfolio of any fact
material to the Portfolio, the Adviser, the Board or shareholders of the Portfolio known to the Sub-Adviser respecting or relating
to the Sub-Adviser that is not contained in the Registration Statement or prospectus for the Portfolio, or any amendment or supplement
thereto received by the Sub-Adviser, or if any statement contained therein relating to the Sub-Adviser becomes untrue in any material
respect.
c.
The Adviser agrees that it shall promptly notify, if legally permitted, the Sub-Adviser (1)
in the event that the SEC or other governing body has censured the Adviser or the Portfolio; placed limitations upon either of
their activities, functions, or operations; suspended or revoked the Adviser’s registration as an investment adviser; or
has commenced proceedings or an investigation that may result in any of these actions, (2) upon having a reasonable basis for believing
that the Portfolio has ceased to qualify or might not qualify as a regulated investment company under Subchapter M of the Code,
or (3) of any regulatory matter involving the Portfolio’s investments or investment practices.
d.
The Sub-Adviser will provide the Adviser with such reports, presentations, certifications
and other information as the Adviser may reasonably request from time to time, in a format mutually agreed upon, concerning the
business and operations of the Sub-Adviser in performing services hereunder or generally concerning the Sub-Adviser’s investment
advisory services, the Sub-Adviser’s compliance with applicable federal, state and local law and regulations, changes in
the Sub-Adviser’s key personnel, investment strategies, policies and procedures, and other matters that are likely to have
a material impact on the Sub-Adviser’s duties hereunder.
10. Books
and Records. The Sub-Adviser hereby agrees that all records which it maintains for the Portfolio are the property of the Portfolio
and further agrees to surrender promptly to the Portfolio any of such records upon the Portfolio’s or the Adviser’s
request in compliance with the requirements of Rule 31a-3 under the 1940 Act, although the Sub-Adviser may, at its own expense,
make and retain a copy of such records. The Sub-Adviser further agrees to preserve for the periods prescribed by Rule 31a-2 under
the 1940 Act the records required to be maintained by Rule 31a-1 under the 1940 Act.
11. Cooperation;
Confidentiality. Each party to this Agreement agrees to cooperate with the other party and with all appropriate governmental
authorities having the requisite jurisdiction (including, but not limited to, the SEC) in connection with any investigation or
inquiry relating to this Agreement or the Portfolio. Subject to the foregoing, each party shall treat as confidential all information
pertaining to the Sub-Adviser, Adviser or the Portfolio or its shareholders (as applicable), their actions with respect to the
Portfolio, and the business, operations and clients of the Adviser and the Sub-Adviser, except that the aforesaid information need
not be treated as confidential if (a) required to be disclosed under applicable law, (b) generally available to the public through
means other than by disclosure by the parties, or (c) available from a source other than the Adviser, Sub-Adviser or the Portfolio
and without a breach of an obligation of confidentiality to the other party. Sub-Adviser acknowledges that the Adviser will have
continuous access to the Portfolio’s holdings and information relating to portfolio management that is in the possession
of the Custodian.
Neither the Adviser nor Sub-Adviser shall
disclose or disseminate non-public information regarding the Portfolio, including a list of portfolio securities identified as
being held by the Portfolio, which it receives or has access to in the course of performing its duties under this Agreement except
as may be permitted by relevant Fund Procedures. Neither party shall use its knowledge of non-public information regarding the
Portfolio as a basis to place or recommend any securities transactions for its own benefit, or the benefit of one or more of its
clients, to the detriment of the Portfolio. To the extent that either Party has delegated any duties or services to an affiliate
or a third-party, it shall ensure that any such affiliate or third-party abides by the confidentiality provision of this Section
11. Each Party shall ensure that any such affiliate or third-party shall enter into a written confidentiality agreement providing
for the non-disclosure of such non-public information. Notice of such agreement shall be provided to the Portfolio.
12. Control.
Notwithstanding any other provision of the Agreement, it is understood and agreed that the Portfolio shall at all times retain
the ultimate responsibility for and control of all functions performed pursuant to this Agreement and has reserved the right to
reasonably direct any action hereunder taken on its behalf by the Sub-Adviser.
13. Liability.
a.
Except as may otherwise be required by the 1940 Act or the rules thereunder or other applicable
law, the Adviser agrees that the Sub-Adviser, any affiliated person of the Sub-Adviser, and controlling persons thereof (each a
“Sub- Adviser Controlling Person,” and collectively, “Sub-Adviser Controlling Persons”) shall not be liable
for, or subject to any losses, claims, damages, expenses, liabilities or litigation in connection with, any act or omission connected
with or arising out of any services rendered under this Agreement, except by reason of willful misfeasance, bad faith, or gross
negligence, in each such case, in the performance of the Sub-Adviser’s duties, or any material breach by the Sub-Adviser
of its obligations or duties under this Agreement (the “Sub-Adviser Standard of Care”). In no case shall the Sub-Adviser,
its affiliated persons or any of the Sub-Adviser Controlling Persons be liable for actions taken or non-actions with respect to
the performance of services under this Agreement if the Sub-Adviser is instructed in writing by the Adviser or the Portfolio to
take such action or non-action. The Adviser understands and acknowledges that the Sub-Adviser does not warrant that the portion
of the assets of the Portfolio managed by the Sub-Adviser will achieve any particular rate of return or that its performance will
match any benchmark index or other standard or objective. In no case shall the Sub-Adviser, its affiliated persons or any of the
Sub-Adviser Controlling Persons be liable for any portion of the assets of the Portfolio not managed by the Sub-Adviser (if any),
and all representations and covenants of the Sub-Adviser in this Agreement shall be deemed to apply only to the portion of the
assets of the Portfolio managed by the Sub-Adviser.
b.
The Sub-Adviser agrees that neither the Portfolio nor the Fund shall bear any responsibility
or shall be subject to any liability for any losses, claims, damages, expenses, liabilities or litigation of the Sub-Adviser connected
with or arising out of its services under this Agreement.
14. Indemnification.
a.
The Adviser agrees to indemnify and hold harmless the Sub-Adviser, any affiliated person of
the Sub-Adviser, and Sub-Adviser Controlling Persons (the Sub-Adviser and all of such persons being referred to as “Sub-Adviser
Indemnified Persons”) against any and all losses, claims, damages, expenses, liabilities, or litigation (including reasonable
legal and other expenses) to which a Sub-Adviser Indemnified Person may become subject under the Securities Act of 1933, as amended
(“the 1933 Act”), the 1940 Act, the Advisers Act, under any other statute, at common law or otherwise, (1) arising
out of the Adviser’s responsibilities to the Sub-Adviser which may be based upon the Adviser’s gross negligence, willful
misfeasance, or bad faith in the performance of its duties, or any material breach by the Adviser of its obligations or duties
under this Agreement, or (2) which may be based upon any untrue statement or alleged untrue statement of a material fact contained
in the Registration Statement or prospectus covering the Portfolio, or any amendment thereof or any supplement thereto, or the
omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements
therein not misleading unless such statement or omission was made in reliance on disclosure reviewed by the Sub-Adviser in accordance
with Section 8 of this Agreement; provided however, that in no case shall the indemnity in favor of the Sub-Adviser Indemnified
Person be deemed to protect such person against any liability to which such person would otherwise be subject by reason of willful
misfeasance, bad faith, or gross negligence in the performance of its duties, or any material breach of its obligations or duties
under this Agreement.
b.
Notwithstanding Section 13 of this Agreement, the Sub-Adviser agrees to indemnify and hold
harmless the Adviser, any affiliated person of the Adviser, and controlling persons thereof (the Adviser and all of such persons
being referred to as “Adviser Indemnified Persons”) against any and all losses, claims, damages, expenses, liabilities,
or litigation (including reasonable legal and other expenses) to which an Adviser Indemnified Person may become subject under
the 1933 Act, 1940 Act, the Advisers Act, under any other statute, at common law or otherwise, (1) arising out of the Sub-Adviser’s
responsibilities as sub-adviser of the Portfolio which may be based upon the Sub-Adviser’s breach of the Sub-Adviser Standard
of Care; or (2) may be based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration
Statement or prospectus covering the Portfolio, or any amendment or supplement thereto, or the omission or alleged omission to
state therein a material fact known or which should have been known to the Sub-Adviser and was required to be stated therein or
necessary to make the statements therein not misleading, if such a statement was made in reliance upon disclosure reviewed by
the Sub-Adviser in accordance with Section 8 of this Agreement or was omitted from a disclosure reviewed by the Sub-Adviser in
accordance with such Section 8; provided, however, that in no case shall the indemnity in favor of an Adviser Indemnified Person
be deemed to protect such person against any liability to which such person would otherwise be subject by reason of willful misfeasance,
bad faith, gross negligence in the performance of its duties, or by reason of its material breach of its obligations or duties
under this Agreement.
c.
The Adviser shall not be liable under Paragraph (a) of this Section 14 with respect to any
claim made against a Sub-Adviser Indemnified Person unless such Sub-Adviser Indemnified Person shall have notified the Adviser
in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim
shall have been served upon such Sub-Adviser Indemnified Person (or after such Sub-Adviser Indemnified Person shall have received
notice of such service on any designated agent), but failure to notify the Adviser of any such claim shall not relieve the Adviser
from any liability which it may have to the Sub-Adviser Indemnified Person against whom such action is brought except to the extent
the Adviser is prejudiced by the failure or delay in giving such notice. In case any such action is brought against the Sub-Adviser
Indemnified Person, the Adviser will be entitled to participate, at its own expense, in the defense thereof or, after notice to
the Sub-Adviser Indemnified Person, to assume the defense thereof, with counsel reasonably satisfactory to the Sub-Adviser Indemnified
Person. If the Adviser assumes the defense of any such action and the selection of counsel by the Adviser to represent both the
Adviser and the Sub-Adviser Indemnified Person would result in a conflict of interests and therefore, would not, in the reasonable
judgment of the Sub-Adviser Indemnified Person, adequately represent the interests of the Sub-Adviser Indemnified Person, the Adviser
will, at its own expense, assume the defense with counsel to the Adviser and, also at its own expense, with separate counsel to
the Sub-Adviser Indemnified Person, which counsel shall be reasonably satisfactory to the Adviser and to the Sub-Adviser Indemnified
Person. The Sub-Adviser Indemnified Person shall bear the fees and expenses of any additional counsel retained by it, and the Adviser
shall not be liable to the Sub-Adviser Indemnified Person under this Agreement for any legal or other expenses subsequently incurred
by the Sub-Adviser Indemnified Person independently in connection with the defense thereof other
than reasonable costs of investigation. The Adviser shall not have the right to compromise on or settle the litigation without
the prior written consent of the Sub-Adviser Indemnified Person if the compromise or settlement results, or may result, in a finding
of wrongdoing on the part of the Sub-Adviser Indemnified Person.
d.
The Sub-Adviser shall not be liable under Paragraph (b) of this Section 14 with respect to
any claim made against an Adviser Indemnified Person unless such Adviser Indemnified Person shall have notified the Sub-Adviser
in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim
shall have been served upon such Adviser Indemnified Person (or after such Adviser Indemnified Person shall have received notice
of such service on any designated agent), but failure to notify the Sub-Adviser of any such claim shall not relieve the Sub-Adviser
from any liability which it may have to the Adviser Indemnified Person against whom such action is brought except to the extent
the Sub-Adviser is prejudiced by the failure or delay in giving such notice. In case any such action is brought against the Adviser
Indemnified Person, the Sub-Adviser will be entitled to participate, at its own expense, in the defense thereof or, after notice
to the Adviser Indemnified Person, to assume the defense thereof, with counsel reasonably satisfactory to the Adviser Indemnified
Person. If the Sub-Adviser assumes the defense of any such action and the selection of counsel by the Sub-Adviser to represent
both the Sub-Adviser and the Adviser Indemnified Person would result in a conflict of interests and therefore, would not, in the
reasonable judgment of the Adviser Indemnified Person, adequately represent the interests of the Adviser Indemnified Person, the
Sub-Adviser will, at its own expense, assume the defense with counsel to the Sub-Adviser and, also at its own expense, with separate
counsel to the Adviser Indemnified Person, which counsel shall be reasonably satisfactory to the Sub-Adviser and to the Adviser
Indemnified Person. The Adviser Indemnified Person shall bear the fees and expenses of any additional counsel retained by it, and
the Sub-Adviser shall not be liable to the Adviser Indemnified Person under this Agreement for any legal or other expenses subsequently
incurred by the Adviser Indemnified Person independently in connection with the defense thereof other than reasonable costs of
investigation. The Sub-Adviser shall not have the right to compromise on or settle the litigation without the prior written consent
of the Adviser Indemnified Person if the compromise or settlement results, or may result, in a finding of wrongdoing on the part
of the Adviser Indemnified Person.
15. Duration
and Termination.
a.
This Agreement shall become effective upon the date of its execution, and, unless terminated
as herein provided, shall remain in full force and effect through and including the second anniversary of the execution of this
Agreement and shall continue in full force and effect indefinitely thereafter, but only so long as such continuance after such
second anniversary is specifically approved at least annually (i) by the Portfolio’s Board or by vote of a majority of the
outstanding voting securities (as defined in the 1940 Act) of the Portfolio and (ii) by the vote of a majority of those Trustees
of the Portfolio who are not interested persons (as such term is defined in the 1940 Act) of any such Party to this Agreement cast
at a meeting called for the purpose of voting on such approval.
b.
Notwithstanding the foregoing, this Agreement may be terminated: (a) by the Adviser at any
time without payment of any penalty, upon 60 days’ prior written notice to the Sub-Adviser and the Portfolio, (b) at any
time without payment of any penalty by the Portfolio, by the Portfolio’s Board or a majority of the outstanding voting securities
of the Portfolio, upon 60 days’ prior written notice to the Adviser and the Sub-Adviser, (c) at any time without payment
of any penalty by the Sub-Adviser upon 60 days’ prior written notice by the Sub-Adviser to the Adviser and the Portfolio,
(d) immediately in the event the Sub-Adviser or the Adviser ceases to be registered as an investment adviser under the Advisers
Act or otherwise becomes legally incapable of providing investment management services pursuant to its respective contract with
the Portfolio, or (e) in the event the Advisory Agreement is terminated.
c.
In the event of termination for any reason, all records of the Portfolio shall promptly be
returned to the Adviser or the Portfolio, free from any claim or retention of rights in such record by the Sub-Adviser, although
the Sub-Adviser may, at its own expense, make and retain a copy of such records. This Agreement shall automatically terminate in
the event of its assignment (as such term is described in the 1940 Act). In the event this Agreement is terminated or is not approved
in the manner described above, the Sections or Paragraphs numbered 10, 11, 13, 14 and 19 of this Agreement shall remain in effect,
as well as any applicable provision of this Section 15 and, to the extent that only amounts are owed to the Sub-Adviser as compensation
for services rendered while the agreement was in effect as provided in Section 7.
16. Notices.
Any notice must be in writing and shall be sufficiently given (a) when delivered in person, (b) when dispatched by electronic mail
or electronic facsimile transfer (confirmed in writing by postage prepaid first class air mail simultaneously dispatched), (c)
when sent by internationally recognized overnight courier service (with receipt confirmed by such overnight courier service), or
(d) when sent by registered or certified mail, to the other party at the address of such party set forth below or at such other
address as such party may from time to time specify in writing to the other party.
If to the Portfolio:
Greater
India Portfolio
Two International Place
Boston, MA 02110
Attn: Chief Legal Officer
If to the Adviser:
Boston
Management and Research
Two International Place
Boston, MA 02110
Attn: Chief Legal Officer
If to the Sub-Adviser:
Goldman Sachs Asset Management, L.P.
200 West Street
New York, NY 10282
Attention: Legal Department
17. Amendments.
No provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed
by the party against which enforcement of the change, waiver, discharge or termination is sought, and no material amendment of
this Agreement shall be effective until approved as required by applicable law. The Sub-Adviser shall furnish to the Board such
information as may be reasonably necessary in order for the Board to evaluate this Agreement or any proposed amendments thereto
for the purposes of casting a vote pursuant to Section 15 or this Section 17 of this Agreement.
18. Interpretation
of Certain Terms. Where the effect of a requirement of the 1940 Act reflected in any provision of this Agreement is amended
hereafter, or is modified or interpreted by any applicable order or orders of the SEC, any rules or regulations adopted by, or
interpretative releases of, the SEC, or any applicable guidance issued by the staff of the SEC, such provision will be deemed to
incorporate the effect of such amendment, order, rule, regulation, interpretative release, or guidance.
19. Miscellaneous.
a.
This Agreement shall be governed by the laws of the Commonwealth of Massachusetts, provided
that nothing herein shall be construed in a manner inconsistent with the 1940 Act, the Advisers Act or rules or orders of the SEC
thereunder, and without regard for the conflicts of laws principle thereof. The term “affiliate” or “affiliated
person” as used in this Agreement shall mean “affiliated person” as defined in Section 2(a)(3) of the 1940 Act.
b.
The Adviser and the Sub-Adviser acknowledge that the Portfolio enjoys the rights of a third-party
beneficiary under this Agreement, and the Adviser acknowledges that the Sub-Adviser enjoys the rights of a third-party beneficiary
under the Advisory Agreement. Nothing herein shall be construed as constituting the Sub-Adviser as an agent or co-partner of the
Adviser, or constituting the Adviser as an agent or co-partner of the Sub-Adviser.
c.
The Sub-Adviser expressly acknowledges the provision in the Declaration of Trust of the Adviser
limiting the personal liability of the trustees and officers of the Adviser, and the Sub-Adviser hereby agrees that it shall have
recourse to the Adviser for payment of claims or obligations as between the Adviser and the Sub-Adviser arising out of this Agreement
and shall not seek satisfaction from the trustees or any officer of the Adviser.
d.
The captions of this Agreement are included for convenience only and in no way define or limit
any of the provisions hereof or otherwise affect their construction or effect.
e.
To the extent permitted under Section 15 of this Agreement, this Agreement may only be assigned
by any party with the prior written consent of the other party.
f.
If any provision of this Agreement shall be held or made invalid by a court decision, statute,
rule or otherwise, the remainder of this Agreement shall not be affected thereby, and to this extent, the provisions of this Agreement
shall be deemed to be severable.
g.
Nothing herein shall be construed as constituting the Sub-Adviser as an agent or co-partner
of the Adviser, or constituting the Adviser as an agent or co-partner of the Sub-Adviser.
h.
This Agreement may be executed in counterparts.
IN WITNESS WHEREOF, the parties hereto
have caused this instrument to be executed as of the day and year first above written.
BOSTON
MANAGEMENT AND RESEARCH
By:
Name:
Title:
GOLDMAN SACHS ASSET MANAGEMENT, L.P.
By:
Name:
Title:
SCHEDULE A
Annual Investment Sub-Advisory Fee
1. Fee will be calculated by Adviser and forwarded to the Sub-Adviser.
2. Fee will be calculated monthly in arrears for each calendar month
and payable by electronic method in USD within 30 business days following the end of each quarter.
3. Fee will be calculated and paid by the Adviser and the Sub-Adviser
will not be required to send an invoice to the Adviser.
4. Annual Investment Sub-Advisory Fee:
Average Daily Net Assets for the Month
|
Annual Fee Rate
|
Up to $500 million
|
0.475%
|
$500 million but less than $1 billion
|
0.450%
|
$1 billion but less than $2.5 billion
|
0.438%
|
$2.5 billion but less than $5 billion
|
0.426%
|
Over $5 billion
|
0.416%
|
5. Fee will be prorated as appropriate for the initial calendar
month and upon termination.
6. Monthly Fee = Average of Daily Net Assets for the month * Annual
Fee Rate * (number of days in the relevant month / the number of days in the year)
The Portfolio’s daily net assets shall be computed in accordance
with the Declaration of Trust of the Portfolio and any applicable procedures, votes and determinations of the Board of the Portfolio.
Appendix U
INVESTING FUNDS AND RELATED UNDERLYING FUNDS1
|
Portfolios or Underlying Funds
|
Eaton Vance Municipals Trust II
|
|
Parametric TABS 5-to-15 Year Laddered Municipal Bond Fund
|
5-to-15 Year Laddered Municipal Bond Portfolio
|
|
|
Eaton Vance Mutual Funds Trust
|
|
Eaton Vance Emerging and Frontier Countries Equity Fund
|
Global Macro Capital Opportunities Portfolio
|
Eaton Vance Emerging Markets Local Income Fund
|
Emerging Markets Local Income Portfolio
|
Eaton Vance Floating-Rate Advantage Fund
|
Senior Debt Portfolio
|
Eaton Vance Floating-Rate Fund
|
Eaton Vance Floating Rate Portfolio
|
Eaton Vance Floating-Rate & High Income Fund
|
Eaton Vance Floating Rate Portfolio
High Income Opportunities Portfolio
|
Eaton Vance Global Bond Fund
|
International Income Portfolio
|
Eaton Vance Global Income Builder Fund
|
Global Income Builder Portfolio
|
Eaton Vance Global Macro Absolute Return Advantage Fund
|
Global Macro Absolute Return Advantage Portfolio
|
Eaton Vance Global Macro Absolute Return Fund
|
Global Macro Portfolio
|
Eaton Vance High Income Opportunities Fund
|
High Income Opportunities Portfolio
|
Eaton Vance Short Duration Strategic Income Fund
|
Global Opportunities Portfolio
Global Macro Absolute Return Advantage Portfolio
Senior Debt Portfolio
Emerging Markets Local Income Portfolio
Eaton Vance Emerging Markets Debt Opportunities
Fund
|
Eaton Vance Stock Fund
|
Stock Portfolio
|
Eaton Vance Tax-Managed Equity Asset Allocation Fund
|
Tax-Managed Growth Portfolio
Tax-Managed International Equity Portfolio
Tax-Managed Multi-Cap Growth Portfolio
Tax-Managed Small-Cap Portfolio
Tax-Managed Value Portfolio
|
Eaton Vance Tax-Managed Growth Fund 1.1
|
Tax-Managed Growth Portfolio
|
Eaton Vance Tax-Managed Growth Fund 1.2
|
Tax-Managed Growth Portfolio
|
Eaton Vance Tax-Managed Multi-Cap Growth Fund
|
Tax-Managed Multi-Cap Growth Portfolio
|
Eaton Vance Tax-Managed Small-Cap Fund
|
Tax-Managed Small-Cap Portfolio
|
Eaton Vance Tax-Managed Value Fund
|
Tax-Managed Value Portfolio
|
Parametric Tax-Managed International Equity Fund
|
Tax-Managed International Equity Portfolio
|
|
|
Eaton Vance Series Trust
|
|
Eaton Vance Tax-Managed Growth Fund 1.0
|
Tax-Managed Growth Portfolio
|
|
Portfolios or Underlying Funds
|
Eaton Vance Special Investment Trust
|
|
Eaton Vance Balanced Fund
|
Core Bond Portfolio
Stock Portfolio
|
Eaton Vance Core Bond Fund
|
Core Bond Portfolio
|
Eaton Vance Greater India Fund
|
Greater India Portfolio
|
Eaton Vance Short Duration Inflation-Protected Income Fund
|
Senior Debt Portfolio
|
|
|
Eaton Vance NextShares Trust
|
|
Eaton Vance Global Income Builder NextShares
|
Global Income Builder Portfolio
|
Eaton Vance Stock NextShares
|
Stock Portfolio
|
|
|
Eaton Vance NextShares Trust II
|
|
Eaton Vance TABS 5-to-15 Year Laddered Municipal Bond NextShares
|
5-to-15 Year Laddered Municipal Bond Portfolio
|
1As of November 30, 2020.
Appendix V
Other Similar Funds Advised or Sub-Advised
by the Advisers or Sub-Advisers
The
following table contains certain information regarding other funds for which Eaton Vance, EVAIL, Parametric and GSAM1
provides investment advisory services and that may have similar investment objectives to a Fund for which, as applicable, Eaton
Vance, EVAIL, Parametric or GSAM, serves as adviser or sub-adviser.
Fund
|
Approximate Net Assets as of November 30, 2020 ($)
|
Advisory or Sub-Advisory Fee Rate
|
Amount of Advisory or Sub-Advisory Fee Paid in the fund’s last fiscal year ($)
|
Has compensation been waived, reduced or otherwise agreed to be reduced under any applicable contract?
|
Calvert International Opportunities Fund
|
$400,532,506
|
Advisory: 0.75%
Sub-Advisory: 0.338%
|
Advisory fee: $2,627,686
Sub-Advisory fee: $1,179,224
|
Yes
|
Eaton Vance Floating-Rate Income Trust (EFT)
|
$565,535,654
|
0.75%
|
$5,708,524
|
No
|
Eaton Vance Limited Duration Income Fund (EVV)
|
$1,574,536,105
|
0.75%
|
$19,325,630
|
No
|
Eaton Vance Municipal Bond Fund (EIM)
|
$1,022,126,802
|
0.60%
|
$11,031,648
|
No
|
Eaton Vance Municipal Income 2028 Target Term Trust (ETX)
|
$234,203,439
|
0.60%
|
$2,092,369
|
No
|
Eaton Vance Municipal Income Trust (EVN)
|
$560,302,140
|
0.400%
|
$3,931,730
|
No
|
Eaton Vance National Municipal Opportunities Trust (EOT)
|
$329,842,021
|
Up to and including $1.5 billion: 0.60%;
$1.5 billion and over: 0.59%
|
$2,129,428
|
No
|
Eaton Vance New York Municipal Income Trust (EVY)
|
$80,876,057
|
0.40%
|
$489,246
|
No
|
Eaton Vance Senior Floating-Rate (EFR)
|
$514,473,297
|
0.75%
|
$5,847,577
|
No
|
Eaton Vance Short Duration Diversified Income Fund (EVG)
|
$243,001,549
|
0.75%
|
$2,989,967
|
No
|
Goldman Sachs Emerging Markets Equity Fund
|
$2,448,400,000*
|
First $2 billion: 1.02%
Next $3 billion: 0.92%
Next $3 billion: 0.87%
Over $8 billion: 0.85%
|
$16,296,186
|
Yes
|
Goldman Sachs ESG Emerging Markets Equity Fund
|
$9,200,000*
|
First $2 billion: 0.89%
Next $3 billion: 0.88%
Next $3 billion: 0.84%
Over $8 billion: 0.82%
|
$69,809
|
Yes
|
___________________
|
1
|
None of BMO GAM Asia, Atlanta Capital, Hexavest or RBA provides investment advisory services to
any fund that has similar investment objectives to a Fund.
|
* As of October
31, 2020.
Fund
|
Approximate Net Assets as of November
30, 2020 ($)
|
Advisory or Sub-Advisory Fee Rate
|
Amount of Advisory or Sub-Advisory Fee Paid in the fund’s last fiscal year ($)
|
Has compensation been waived, reduced or otherwise agreed to be reduced under any applicable contract?
|
HC Capital Trust-The Small Capitalization-Mid Capitalization Equity Portfolio2
|
$736,840,000
|
With respect to
its Liquidity Strategy
0.15% of the first $50 million of the Combined Liquidity Assets; 0.10% of the next $100 million of Combined Liquidity Assets;
and 0.05% of Combined Liquidity Assets over $150 million. Parametric is also entitled to receive a flat fee of $10,000 per year
With respect to its Targeted Strategy
0.05%. Parametric is also entitled to receive a flat fee of $5,000 per year for each Portfolio
With respect to its Tax-Managed Custom Strategy 0.10% of the first $250 million of the Combined Tax-Managed Custom Strategy Assets
; 0.09% of the next $250 million of the Combined Tax-Managed Custom Strategy Assets; 0.08% of the next $500 million of the Combined
Tax-Managed Custom Strategy Assets; and 0.07% of the Combined Tax-Managed Custom Strategy Assets over $1 billion.
|
Liquidity Strategy: $15,000
Targeted Strategy: $0
Tax-Managed Custom Strategy: $30,000
|
Yes
|
SEI Catholic Values Equity Fund
|
$269,900,680*
|
Advisory fee: 0.60%
Sub-advisory fee:3 Below $100 million:
0.09%
Above $100 million to $300 million: 0.06%
Above $300 million to $500 million: 0.05%
Above $500 million to $1 billion: 0.03%
Above $1 billion: 0.02%
|
Advisory fee: $1,140,000
Sub-advisory fee: $672,000
|
Yes
|
SEI Institutional Managed Trust Small Cap Growth Fund
|
$320,311,575*
|
Advisory fee: 0.65%
Sub-advisory fee:3 Below $100 million:
0.09%
Above $100 million to $300 million: 0.06%
Above $300 million to $500 million: 0.05%
Above $500 million to $1 billion: 0.03%
Above $1 billion: 0.02%
|
Advisory fee: $1,832,000
Sub-advisory fee: $1,449,000
|
Yes
|
SEI New Covenant Growth Fund
|
$476,506,299*
|
Advisory fee: 0.47%
Sub-advisory fee:3 assets
below $100 million: 0.09%
Assets above $100 million: 0.04%
|
Advisory fee: $1,026,000
Sub-Advisory fee: $168,000
|
Yes
|
___________________
|
2
|
Parametric is one of three specialist managers to the HC Capital Trust – The Small Capitalization-Mid Capitalization
Equity Portfolio (the “HC Capital Trust Portfolio”). Parametric manages assets for the
HC Capital Trust Portfolio and other HC Capital Trust portfolios using three separate strategies: a “Liquidity Strategy”,
a “Targeted Strategy” and a “Tax-Managed Custom Core Strategy.” The terms “Combined Liquidity
Assets” and “Combined Tax-Managed Custom Strategy Assets” means the sum of the net assets of that portion of
each HC Capital Trust portfolio managed by Parametric for investment in its Liquidity or Tax-Managed Custom Strategy, as applicable.
|
|
3
|
Parametric receives a single, combined monthly fee from the adviser for the services it provides
to all the SEI Funds which it sub-advises. The average daily assets of each SEI fund sub-advised by Parametric are applied to the
applicable fee schedule table to determine each fund’s pro rata portion of the total monthly fee. The fee determined by applying
the rate schedule is then multiplied by the appropriate discount noted in the table below. The discount is determined by aggregating
the assets of all SEI funds sub-advised by Parametric.
|
Aggregate Assets
|
Discount
|
Below $5 billion
|
0%
|
Above $5 billion to $10 billion
|
30%
|
Above $10 billion to $20 billion
|
40%
|
Above $20 billion to $30 billion
|
50%
|
Above $30 billion
|
60%
|
Appendix W
PAYMENTS TO THE ADVISERS, THE SUB-ADVISERS
OR AFFILIATES
The
following fees were paid by a Series to Eaton Vance, BMR, a Sub-Adviser, any of such Series’s current affiliates or any entity
that will be an affiliate of such Series following the Transaction (including Morgan Stanley) during such Series’s most recent
fiscal year (other than brokerage commissions or fees paid under an investment advisory or sub-advisory agreement). These services
will continue to be provided after the proposed new investment advisory and sub-advisory agreements are approved. Each Portfolio
did not pay any fees to Eaton Vance, BMR, a Sub-Adviser, any of such Portfolio’s current affiliates or any entity that will
be an affiliate of such Portfolio following the Transaction for services provided to such Portfolio during the Portfolio’s
most recent fiscal year (other than brokerage commissions or fees paid under an investment advisory or sub-advisory agreement).
|
Fiscal Year End
|
Fees Paid to Eaton Vance for Administrative Services1
|
Fees Paid to EVD2 for Distribution and Service
|
Fees Paid to EVD for Sales Charges
|
Fees Paid to EVD for Contingent Deferred Sales Chares
|
Fees Paid to Eaton Vance for Sub-Transfer Agency Services3
|
Eaton Vance Growth Trust
|
|
|
|
|
|
|
Eaton Vance Atlanta Capital Focused Growth Fund
|
9/30/20
|
None
|
$323,897
|
$50,443
|
$10,408
|
$20,311
|
Eaton Vance Atlanta Capital Select Equity Fund
|
9/30/20
|
None
|
$596,155
|
$59,650
|
$57,289
|
$12,801
|
Eaton Vance Atlanta Capital SMID-Cap Fund
|
9/30/20
|
None
|
$7,888,101
|
$11,725
|
$7,413
|
$266,338
|
Eaton Vance Focused Global Opportunities Fund
|
11/30/19
|
None
|
None
|
None
|
None
|
$179
|
Eaton Vance Focused Growth Opportunities Fund
|
2/28/20
|
None
|
$275,080
|
$10,135
|
$1,035
|
$12,972
|
Eaton Vance Focused Value Opportunities Fund
|
2/28/20
|
None
|
$45,576
|
$29,420
|
None
|
$3,632
|
Eaton Vance Greater China Growth Fund
|
8/31/20
|
$158,297
|
$270,463
|
$5,610
|
$438
|
$31,605
|
Eaton Vance Hexavest Global Equity Fund
|
7/31/20
|
None
|
$17,695
|
$1,166
|
None
|
$1,838
|
Eaton Vance Hexavest International Equity Fund
|
7/31/20
|
None
|
$1,617
|
$130
|
None
|
$1,534
|
Eaton Vance International Small-Cap Fund
|
11/30/19
|
None
|
$3,872
|
$102
|
None
|
$2,032
|
Eaton Vance Richard Bernstein All Asset Strategy Fund
|
8/31/20
|
None
|
$1,328,960
|
$19,312
|
$5,471
|
$11,472
|
Eaton Vance Richard Bernstein Equity Strategy Fund
|
8/31/20
|
None
|
$1,378,917
|
$13,378
|
$19,437
|
$12,450
|
Eaton Vance Worldwide Health Sciences Fund
|
8/31/20
|
$1,517,718
|
$2,708,328
|
$37,617
|
$4,687
|
$154,753
|
|
|
|
|
|
|
|
Eaton Vance Investment Trust
|
|
|
|
|
|
|
Eaton Vance Floating-Rate Municipal Income Fund
|
3/31/20
|
None
|
$422,276
|
$2,909
|
$3,997
|
$3,142
|
Eaton Vance National Limited Maturity Municipal Income Fund
|
3/31/20
|
None
|
$552,302
|
$6,080
|
$200
|
$20,308
|
Eaton Vance New York Municipal Opportunities Fund
|
3/31/20
|
None
|
$157,332
|
$1,811
|
$312
|
$9,571
|
Eaton Vance Short Duration Municipals Opportunities Fund
|
3/31/20
|
None
|
$486,604
|
$15,654
|
$48,165
|
$7,332
|
|
|
|
|
|
|
|
Eaton Vance Municipals Trust
|
|
|
|
|
|
|
Eaton Vance Arizona Municipal Income Fund
|
7/31/20
|
None
|
$112,757
|
$4,067
|
None
|
$3,417
|
Eaton Vance California Municipal Opportunities Fund
|
9/30/20
|
None
|
$607,665
|
$15,240
|
$48,776
|
$10,779
|
Eaton Vance Connecticut Municipal Income Fund
|
7/31/20
|
None
|
$159,420
|
$4,769
|
$5,961
|
$10,176
|
Eaton Vance Georgia Municipal Income Fund
|
8/31/20
|
None
|
$141,081
|
$10,947
|
$527
|
$3,561
|
Eaton Vance Maryland Municipal Income Fund
|
8/31/20
|
None
|
$172,447
|
$5,710
|
$514
|
$5,848
|
Eaton Vance Massachusetts Municipal Income Fund
|
9/30/20
|
None
|
$298,068
|
$15,722
|
$5,970
|
$11,766
|
Eaton Vance Minnesota Municipal Income Fund
|
7/31/20
|
None
|
$177,478
|
$7,206
|
None
|
$16,466
|
Eaton Vance Missouri Municipal Income Fund
|
8/31/20
|
None
|
$170,999
|
$13,288
|
$589
|
$5,666
|
|
Fiscal Year End
|
Fees Paid to Eaton Vance for Administrative Services1
|
Fees Paid to EVD2 for Distribution and Service
|
Fees Paid to EVD for Sales Charges
|
Fees Paid to EVD for Contingent Deferred Sales Chares
|
Fees Paid to Eaton Vance for Sub-Transfer Agency Services3
|
Eaton Vance Municipal Opportunities Fund
|
7/31/20
|
None
|
$790,422
|
$23,643
|
$17,488
|
$9,061
|
Eaton Vance National Municipal Income Fund
|
9/30/20
|
None
|
$5,549,381
|
$139,301
|
$55,695
|
$128,978
|
Eaton Vance New Jersey Municipal Income Fund
|
7/31/20
|
None
|
$315,762
|
$20,259
|
$2,159
|
$15,337
|
Eaton Vance New York Municipal Income Fund
|
9/30/20
|
None
|
$820,744
|
$28,012
|
$6,228
|
$30,747
|
Eaton Vance North Carolina Municipal Income Fund
|
8/31/20
|
None
|
$249,647
|
$8,010
|
$484
|
$13,138
|
Eaton Vance Ohio Municipal Income Fund
|
9/30/20
|
None
|
$322,675
|
$23,663
|
$2,215
|
$10,014
|
Eaton Vance Oregon Municipal Income Fund
|
8/31/20
|
None
|
$262,554
|
$25,218
|
$100
|
$5,535
|
Eaton Vance Pennsylvania Municipal Income Fund
|
7/31/20
|
None
|
$349,323
|
$18,151
|
$89
|
$22,516
|
Eaton Vance South Carolina Municipal Income Fund
|
8/31/20
|
None
|
$311,089
|
$12,029
|
$3,534
|
$2,850
|
Eaton Vance Virginia Municipal Income Fund
|
8/31/20
|
None
|
$136,730
|
$4,709
|
$2,841
|
$8,120
|
|
|
|
|
|
|
|
Eaton Vance Municipals Trust II
|
|
|
|
|
|
|
Eaton Vance High Yield Municipal Income Fund
|
1/31/20
|
None
|
$2,302,741
|
$68,645
|
$10,866
|
$20,659
|
Parametric TABS Intermediate-Term Municipal Bond Fund
|
1/31/20
|
None
|
$351,199
|
$6,230
|
None
|
$3,710
|
Parametric TABS Short-Term Municipal Bond Fund
|
1/31/20
|
None
|
$580,013
|
$550
|
$285
|
$5,741
|
Parametric TABS 1-to-10 Year Laddered Municipal Bond Fund
|
1/31/20
|
None
|
$84,443
|
$990
|
None
|
$1,323
|
Parametric TABS 5-to-15 Year Laddered Municipal Bond Fund
|
1/31/20
|
None
|
$643,945
|
$11,160
|
$7,166
|
$5,477
|
Parametric TABS 10-to-20 Year Laddered Municipal Bond Fund
|
1/31/20
|
None
|
$5,434
|
$601
|
None
|
$830
|
|
|
|
|
|
|
|
Eaton Vance Mutual Funds Trust
|
|
|
|
|
|
|
Eaton Vance AMT-Free Municipal Income Fund
|
9/30/20
|
None
|
$558,053
|
$13,353
|
$68
|
$11,077
|
Eaton Vance Core Plus Bond Fund
|
9/30/20
|
None
|
$971,790
|
$32,007
|
$30,682
|
$7,726
|
Eaton Vance Emerging and Frontier Countries Equity Fund
|
10/31/20
|
None
|
$4,379
|
$396
|
None
|
$2,182
|
Eaton Vance Emerging Markets Debt Fund
|
1/31/20
|
None
|
None
|
None
|
None
|
$72
|
Eaton Vance Emerging Markets Local Income Fund
|
10/31/20
|
None
|
$1,056,454
|
$124,038
|
$40,979
|
$15,659
|
Eaton Vance Floating-Rate Advantage Fund
|
10/31/20
|
$6,061,913
|
$8,058,711
|
$43,539
|
$210,675
|
$88,420
|
Eaton Vance Floating-Rate Fund
|
10/31/20
|
$8,456,211
|
$4,893,863
|
$10,843
|
$80,182
|
$22,947
|
Eaton Vance Floating-Rate & High Income Fund
|
10/31/20
|
$1,542,743
|
$1,080,858
|
$1,626
|
$8,187
|
$6,873
|
Eaton Vance Global Bond Fund
|
10/31/20
|
None
|
$126,597
|
None
|
None
|
$3,450
|
Eaton Vance Global Income Builder Fund
|
10/31/20
|
$412,246
|
$783,869
|
$15,438
|
$5,669
|
$12,184
|
Eaton Vance Global Macro Absolute Return Advantage Fund
|
10/31/20
|
None
|
$2,540,995
|
$2,524
|
$784
|
$522,607
|
Eaton Vance Global Macro Absolute Return Fund
|
10/31/20
|
None
|
$1,947,975
|
$6,472
|
$3,150
|
$2,863
|
Eaton Vance Global Small-Cap Equity Fund
|
10/31/20
|
$49,498
|
$82,197
|
$958
|
$120
|
$10,287
|
Eaton Vance Government Opportunities Fund
|
10/31/20
|
None
|
$849,337
|
$2,644
|
$9,204
|
$17,887
|
Eaton Vance High Income Opportunities Fund
|
10/31/20
|
None
|
$1,064,545
|
$13,517
|
$7,163
|
$19,076
|
Eaton Vance Multi-Asset Credit Fund
|
10/31/20
|
None
|
$526,981
|
None
|
None
|
$7,546
|
Eaton Vance Short Duration Government Income Fund
|
10/31/20
|
None
|
$3,420,184
|
$33,460
|
$46,841
|
$23,626
|
Eaton Vance Short Duration High Income Fund
|
10/31/20
|
None
|
$17,106
|
$117
|
None
|
$1,944
|
Eaton Vance Short Duration Strategic Income Fund
|
10/31/20
|
None
|
$3,587,849
|
$17,412
|
$15,375
|
$23,556
|
Eaton Vance Stock Fund
|
12/31/19
|
None
|
$231,093
|
$6,444
|
$421
|
$10,112
|
Eaton Vance Tax-Managed Equity Asset Allocation Fund
|
10/31/20
|
$772,986
|
$1,429,087
|
$43,716
|
$6,183
|
$23,562
|
Eaton Vance Tax-Managed Global Dividend Income Fund
|
10/31/20
|
$890,704
|
$1,504,347
|
$17,675
|
$11,358
|
$9,358
|
Eaton Vance Tax-Managed Growth Fund 1.1
|
12/31/19
|
None
|
$3,904,310
|
$17,350
|
$182
|
$226,402
|
Eaton Vance Tax-Managed Growth Fund 1.2
|
12/31/19
|
$1,245,797
|
$2,104,382
|
$52,680
|
$8,366
|
$80,749
|
|
Fiscal Year End
|
Fees Paid to Eaton Vance for Administrative Services1
|
Fees Paid to EVD2 for Distribution and Service
|
Fees Paid to EVD for Sales Charges
|
Fees Paid to EVD for Contingent Deferred Sales Chares
|
Fees Paid to Eaton Vance for Sub-Transfer Agency Services3
|
Eaton Vance Tax-Managed Multi-Cap Growth Fund
|
10/31/20
|
$159,674
|
$376,439
|
$11,844
|
$1,942
|
$6,487
|
Eaton Vance Tax-Managed Small-Cap Fund
|
10/31/20
|
None
|
$247,587
|
$1,506
|
$685
|
$9,915
|
Eaton Vance Tax-Managed Value Fund
|
10/31/20
|
$893,566
|
$1,190,810
|
$9,911
|
$4,294
|
$16,909
|
Parametric Commodity Strategy Fund
|
12/31/19
|
None
|
$41,151
|
None
|
None
|
$2,881
|
Parametric Dividend Income Fund
|
2/28/20
|
None
|
$13,206
|
None
|
None
|
$973
|
Parametric Emerging Markets Fund
|
1/31/20
|
$1,969,469
|
$436,462
|
None
|
$5
|
$49,326
|
Parametric International Equity Fund
|
1/31/20
|
None
|
$222,666
|
$380
|
None
|
$11,317
|
Parametric Tax-Managed International Equity Fund
|
10/31/20
|
None
|
$62,106
|
None
|
$61
|
$16,641
|
Parametric Volatility Risk Premium – Defensive Fund
|
1/31/20
|
None
|
None
|
None
|
None
|
$72,752
|
|
|
|
|
|
|
|
Eaton Vance Series Fund, Inc.
|
|
|
|
|
|
|
Eaton Vance Emerging Markets Debt Opportunities Fund
|
7/31/20
|
None
|
$34,269
|
$9,512
|
None
|
$1,984
|
|
|
|
|
|
|
|
Eaton Vance Series Trust
|
|
|
|
|
|
|
Eaton Vance Tax-Managed Growth Fund 1.0
|
12/31/19
|
None
|
None
|
None
|
None
|
$34,677
|
|
|
|
|
|
|
|
Eaton Vance Series Trust II
|
|
|
|
|
|
|
Eaton Vance Income Fund of Boston
|
10/31/20
|
None
|
$2,968,150
|
$82,662
|
$9,986
|
$49,493
|
Parametric Tax-Managed Emerging Markets Fund
|
6/30/20
|
$9,144,662
|
None
|
None
|
None
|
$2,240
|
|
|
|
|
|
|
|
Eaton Vance Special Investment Trust
|
|
|
|
|
|
|
Eaton Vance Balanced Fund
|
12/31/19
|
$348,170
|
$3,112,499
|
$108,355
|
$13,618
|
$85,734
|
Eaton Vance Core Bond Fund
|
12/31/19
|
None
|
$73,523
|
$7,189
|
None
|
$4,880
|
Eaton Vance Dividend Builder Fund
|
12/31/19
|
None
|
$2,310,813
|
$30,781
|
$1,677
|
$104,741
|
Eaton Vance Greater India Fund
|
12/31/19
|
$317,131
|
$617,944
|
$20,266
|
$7,390
|
$33,308
|
Eaton Vance Growth Fund
|
12/31/19
|
None
|
$800,140
|
$13,126
|
$1,648
|
$87,136
|
Eaton Vance Large-Cap Value Fund
|
12/31/19
|
None
|
$2,785,774
|
$16,981
|
$5,366
|
$114,944
|
Eaton Vance Real Estate Fund
|
12/31/19
|
$70,548
|
$25,145
|
$1,387
|
None
|
$4,273
|
Eaton Vance Short Duration Inflation-Protected Income Fund
|
10/31/20
|
None
|
$128,375
|
$1,122
|
$94
|
$5,895
|
Eaton Vance Small-Cap Fund
|
12/31/19
|
$115,684
|
$114,453
|
$3,613
|
$747
|
$15,076
|
Eaton Vance Special Equities Fund
|
12/31/19
|
None
|
$92,066
|
$1,580
|
None
|
$25,394
|
|
|
|
|
|
|
|
Eaton Vance Variable Trust
|
Eaton Vance VT Floating-Rate Income Fund
|
12/31/19
|
None
|
$1,681,890
|
None
|
None
|
None
|
|
|
|
|
|
|
|
Eaton Vance NextShares Trust
|
Eaton Vance Global Income Builder NextShares
|
10/31/20
|
$8,914
|
None
|
None
|
None
|
None
|
Eaton Vance Stock NextShares
|
12/31/19
|
None
|
None
|
None
|
None
|
None
|
|
|
|
|
|
|
|
Eaton Vance NextShares Trust II
|
Eaton Vance TABS 5-to-15 Year Laddered Municipal Bond NextShares
|
1/31/20
|
None
|
None
|
None
|
None
|
None
|
Morgan Stanley
EVD pays a portion of the service fees it receives to Morgan Stanley
in connection with sales of Series shares on Morgan Stanley’s distribution platform. Such fees are paid to Morgan Stanley
by EVD out of the service fees it receives under a distribution plan pursuant to Rule 12b-1 of the 1940 Act.
Eaton Vance also pays a portion of the fees it receives under its
Sub-Transfer Agency Support Services Agreement to Morgan Stanley for intermediary support services.
|
Fiscal Year End
|
Service Fees Paid to Morgan Stanley
|
Fees Paid to Morgan Stanley for Sub-Transfer Agency Services
|
Eaton Vance Growth Trust
|
|
|
|
Eaton Vance Atlanta Capital Focused Growth Fund
|
9/30/20
|
$2,997
|
$368
|
Eaton Vance Atlanta Capital Select Equity Fund
|
9/30/20
|
$38,453
|
$81,459
|
Eaton Vance Atlanta Capital SMID-Cap Fund
|
9/30/20
|
$97,431
|
$57,260
|
Eaton Vance Focused Global Opportunities Fund
|
11/30/19
|
None
|
None
|
Eaton Vance Focused Growth Opportunities Fund
|
2/28/20
|
$5,456
|
$1,957
|
Eaton Vance Focused Value Opportunities Fund
|
2/28/20
|
$910
|
$120
|
Eaton Vance Greater China Growth Fund
|
8/31/20
|
$22,748
|
$5,894
|
Eaton Vance Hexavest Global Equity Fund
|
7/31/20
|
$24
|
$96
|
Eaton Vance Hexavest International Equity Fund
|
7/31/20
|
None
|
None
|
Eaton Vance International Small-Cap Fund
|
11/30/19
|
None
|
None
|
Eaton Vance Richard Bernstein All Asset Strategy Fund
|
8/31/20
|
$136,599
|
$37,959
|
Eaton Vance Richard Bernstein Equity Strategy Fund
|
8/31/20
|
$70,553
|
$47,152
|
Eaton Vance Worldwide Health Sciences Fund
|
8/31/20
|
$122,564
|
$33,108
|
|
|
|
|
Eaton Vance Investment Trust
|
|
|
|
Eaton Vance Floating-Rate Municipal Income Fund
|
3/31/20
|
$138,268
|
$10,685
|
Eaton Vance National Limited Maturity Municipal Income Fund
|
3/31/20
|
$34,432
|
$6,156
|
Eaton Vance New York Municipal Opportunities Fund
|
3/31/20
|
None
|
$1,782
|
Eaton Vance Short Duration Municipals Opportunities Fund
|
3/31/20
|
$26,365
|
$11,244
|
|
|
|
|
Eaton Vance Municipals Trust
|
|
|
|
Eaton Vance Arizona Municipal Income Fund
|
7/31/20
|
$3,219
|
$617
|
Eaton Vance California Municipal Opportunities Fund
|
9/30/20
|
$75,277
|
$10,675
|
Eaton Vance Connecticut Municipal Income Fund
|
7/31/20
|
$5,212
|
$1,237
|
Eaton Vance Georgia Municipal Income Fund
|
8/31/20
|
$8,833
|
$1,535
|
Eaton Vance Maryland Municipal Income Fund
|
8/31/20
|
$17,30
|
$1,691
|
Eaton Vance Massachusetts Municipal Income Fund
|
9/30/20
|
$15,231
|
$3,271
|
Eaton Vance Minnesota Municipal Income Fund
|
7/31/20
|
$5,706
|
$920
|
Eaton Vance Missouri Municipal Income Fund
|
8/31/20
|
$6,925
|
$814
|
Eaton Vance Municipal Opportunities Fund
|
7/31/20
|
$55,568
|
$23,348
|
Eaton Vance National Municipal Income Fund
|
9/30/20
|
$401,281
|
$72,795
|
Eaton Vance New Jersey Municipal Income Fund
|
7/31/20
|
$37,435
|
$5,675
|
Eaton Vance New York Municipal Income Fund
|
9/30/20
|
$76,850
|
$9,536
|
Eaton Vance North Carolina Municipal Income Fund
|
8/31/20
|
$19,763
|
$2,326
|
Eaton Vance Ohio Municipal Income Fund
|
9/30/20
|
$17,808
|
$3,474
|
|
Fiscal Year End
|
Service Fees Paid to Morgan Stanley
|
Fees Paid to Morgan Stanley for Sub-Transfer Agency Services
|
Eaton Vance Oregon Municipal Income Fund
|
8/31/20
|
$9,743
|
$1,553
|
Eaton Vance Pennsylvania Municipal Income Fund
|
7/31/20
|
$32,052
|
$5,535
|
Eaton Vance South Carolina Municipal Income Fund
|
8/31/20
|
$35,433
|
$2,009
|
Eaton Vance Virginia Municipal Income Fund
|
8/31/20
|
$13,133
|
$1,715
|
|
|
|
|
Eaton Vance Municipals Trust II
|
|
|
|
Eaton Vance High Yield Municipal Income Fund
|
1/31/20
|
$205,460
|
$71,368
|
Parametric TABS Intermediate-Term Municipal Bond Fund
|
1/31/20
|
$34,885
|
$19,645
|
Parametric TABS Short-Term Municipal Bond Fund
|
1/31/20
|
$69,452
|
$9,951
|
Parametric TABS 1-to-10 Year Laddered Municipal Bond Fund
|
1/31/20
|
$23,167
|
$524
|
Parametric TABS 5-to-15 Year Laddered Municipal Bond Fund
|
1/31/20
|
$41,132
|
$15,966
|
Parametric TABS 10-to-20 Year Laddered Municipal Bond Fund
|
1/31/20
|
$879
|
$256
|
|
|
|
|
Eaton Vance Mutual Funds Trust
|
|
|
|
Eaton Vance AMT-Free Municipal Income Fund
|
9/30/20
|
$52,756
|
$5,817
|
Eaton Vance Core Plus Bond Fund
|
9/30/20
|
$6,797
|
$1,192
|
Eaton Vance Emerging and Frontier Countries Equity Fund
|
10/31/20
|
None
|
None
|
Eaton Vance Emerging Markets Debt Fund
|
1/31/20
|
None
|
None
|
Eaton Vance Emerging Markets Local Income Fund
|
10/31/20
|
$35,549
|
$53,253
|
Eaton Vance Floating-Rate Advantage Fund
|
10/31/20
|
$604,671
|
$261,553
|
Eaton Vance Floating-Rate Fund
|
10/31/20
|
$296,967
|
$231,601
|
Eaton Vance Floating-Rate & High Income Fund
|
10/31/20
|
$44,598
|
$17,203
|
Eaton Vance Global Bond Fund
|
10/31/20
|
$16,519
|
$6,221
|
Eaton Vance Global Income Builder Fund
|
10/31/20
|
$32,038
|
6,745
|
Eaton Vance Global Macro Absolute Return Advantage Fund
|
10/31/20
|
$54,648
|
$58,088
|
Eaton Vance Global Macro Absolute Return Fund
|
10/31/20
|
$143,524
|
$94,347
|
Eaton Vance Global Small-Cap Equity Fund
|
10/31/20
|
$2,643
|
$403
|
Eaton Vance Government Opportunities Fund
|
10/31/20
|
$25,156
|
$13,147
|
Eaton Vance High Income Opportunities Fund
|
10/31/20
|
$61,987
|
$17,345
|
Eaton Vance Multi-Asset Credit Fund
|
10/31/20
|
$68,705
|
$12,776
|
Eaton Vance Short Duration Government Income Fund
|
10/31/20
|
$308,218
|
$213,309
|
Eaton Vance Short Duration High Income Fund
|
10/31/20
|
None
|
None
|
Eaton Vance Short Duration Strategic Income Fund
|
10/31/20
|
$194,182
|
$52,215
|
Eaton Vance Stock Fund
|
12/31/19
|
$2,638
|
$313
|
Eaton Vance Tax-Managed Equity Asset Allocation Fund
|
10/31/20
|
$39,339
|
$4,723
|
Eaton Vance Tax-Managed Global Dividend Income Fund
|
10/31/20
|
$78,995
|
$15,084
|
Eaton Vance Tax-Managed Growth Fund 1.1
|
12/31/19
|
$280,032
|
$23,996
|
Eaton Vance Tax-Managed Growth Fund 1.2
|
12/31/19
|
$118,855
|
$10,725
|
Eaton Vance Tax-Managed Multi-Cap Growth Fund
|
10/31/20
|
$11,076
|
$715
|
Eaton Vance Tax-Managed Small-Cap Fund
|
10/31/20
|
$6,334
|
$1,298
|
Eaton Vance Tax-Managed Value Fund
|
10/31/20
|
$56,104
|
$8,167
|
Parametric Commodity Strategy Fund
|
12/31/19
|
$2
|
$15
|
Parametric Dividend Income Fund
|
2/28/20
|
None
|
None
|
|
Fiscal Year End
|
Service Fees Paid to Morgan Stanley
|
Fees Paid to Morgan Stanley for Sub-Transfer Agency Services
|
Parametric Emerging Markets Fund
|
1/31/20
|
$6,636
|
$2,602
|
Parametric International Equity Fund
|
1/31/20
|
$392
|
$163
|
Parametric Tax-Managed International Equity Fund
|
10/31/20
|
$1,881
|
$360
|
Parametric Volatility Risk Premium – Defensive Fund
|
1/31/20
|
None
|
None
|
|
|
|
|
Eaton Vance Series Fund, Inc.
|
|
|
|
Eaton Vance Emerging Markets Debt Opportunities Fund
|
7/31/20
|
None
|
None
|
|
|
|
|
Eaton Vance Series Trust
|
|
|
|
Eaton Vance Tax-Managed Growth Fund 1.0
|
12/31/19
|
None
|
$1,032
|
|
|
|
|
Eaton Vance Series Trust II
|
|
|
|
Eaton Vance Income Fund of Boston
|
10/31/20
|
$154,174
|
$329,210
|
Parametric Tax-Managed Emerging Markets Fund
|
6/30/20
|
None
|
$425
|
|
|
|
|
Eaton Vance Special Investment Trust
|
|
|
|
Eaton Vance Balanced Fund
|
12/31/19
|
$116,575
|
$14,208
|
Eaton Vance Core Bond Fund
|
12/31/19
|
$1,964
|
$177
|
Eaton Vance Dividend Builder Fund
|
12/31/19
|
$146,815
|
$24,667
|
Eaton Vance Greater India Fund
|
12/31/19
|
$49,330
|
$12,842
|
Eaton Vance Growth Fund
|
12/31/19
|
$62,815
|
$15,681
|
Eaton Vance Large-Cap Value Fund
|
12/31/19
|
$207,460
|
$131,294
|
Eaton Vance Real Estate Fund
|
12/31/19
|
None
|
$20
|
Eaton Vance Short Duration Inflation-Protected Income Fund
|
10/31/20
|
$4,331
|
$9,551
|
Eaton Vance Small-Cap Fund
|
12/31/19
|
$1,616
|
$473
|
Eaton Vance Special Equities Fund
|
12/31/19
|
$2,850
|
$726
|
|
|
|
|
Eaton Vance Variable Trust
|
|
|
|
Eaton Vance VT Floating-Rate Income Fund
|
12/31/19
|
None
|
None
|
|
|
|
|
Eaton Vance NextShares Trust
|
|
|
|
Eaton Vance Global Income Builder NextShares
|
10/31/20
|
None
|
None
|
Eaton Vance Stock NextShares
|
12/31/19
|
None
|
None
|
|
|
|
|
Eaton Vance NextShares Trust II
|
|
|
|
Eaton Vance TABS 5-to-15 Year Laddered Municipal Bond NextShares
|
1/31/20
|
None
|
None
|
___________________
1 With
respect to certain Series, Eaton Vance provides administrative services pursuant to an administrative services agreement that is
separate from the Funds’ investment advisory agreements with Eaton Vance. Under such agreement, Eaton Vance has been engaged
to administer such Series’s affairs, subject to the supervision of the Board, and shall furnish office space and all necessary
office facilities, equipment and personnel for administering the affairs of the Series.
2 EVC
owns all of the outstanding stock of EVD, a broker-dealer registered with the SEC, which serves as the principal underwriter for
each Series.
3 Except
with respect to Eaton Vance VT Floating-Rate Income Fund, Eaton Vance Global Income Builder NextShares, Eaton Vance Stock NextShares
and Eaton Vance TABS 5-to-15 Year Laddered Municipal Bond NextShares, Eaton Vance provides sub-transfer agency and related services
pursuant to a sub-transfer agency support services agreement. Under the agreement, Eaton Vance provides: (1) specified sub-transfer
agency services; (2) compliance monitoring services; and (3) intermediary oversight services. For the services it provides, Eaton
Vance receives an aggregate annual fee equal to the actual expenses incurred by Eaton Vance in the performance of such services.
Each Series pays a pro rata share of such fee.
Appendix X
Funds’ Trustees or Directors and Officers
Trustees
|
Thomas E. Faust Jr.
|
Mark R. Fetting
|
Cynthia E. Frost
|
George J. Gorman
|
Valerie A. Mosley
|
William H. Park
|
Helen Frame Peters
|
Keith Quinton
|
Marcus L. Smith
|
Susan J. Sutherland
|
Scott E. Wennerholm
|
Officers
|
President1:
|
See
table below.
|
|
Vice
President:
|
Maureen
A. Gemma2
|
Treasurer3:
|
James
F. Kirchner
|
Assistant
Treasurer(s):
|
Justine
E. Abbadessa
|
Michelle
A. Green
|
|
Kristin
S. Anagnost
|
Michael
J. Hebert
|
|
Deborah
A. Chlebek
|
Helen
Hedberg
|
|
Kevin
M. Connerty
|
Dan
A. Maalouly
|
|
Jennifer
L. Flynn
|
|
Secretary2:
|
Maureen
A. Gemma
|
|
Assistant
Secretaries:
|
A.
John Murphy
|
Deidre
E. Walsh
|
Chief
Compliance Officer:
|
Richard
F. Froio
|
|
1 The President is also the Chief Executive Officer
2 The Vice President is also the Chief Legal Officer
3 The Treasurer is also the Principal Financial and Accounting
Officer
|
Presidents
Series
Fund
|
President
|
Eaton Vance Growth Trust
|
Eric Stein
|
Eaton Vance Investment Trust
|
Eric Stein
|
Eaton Vance Municipals Trust
|
Eric Stein
|
Eaton Vance Municipals Trust II
|
Eric Stein
|
Eaton Vance Mutual Funds Trust
|
Eric Stein
|
Eaton Vance NextShares Trust
|
Edward J. Perkin
|
Eaton Vance NextShares Trust II
|
Eric Stein
|
Eaton Vance Series Fund, Inc.
|
Eric Stein
|
Eaton Vance Series Trust
|
Eric Stein
|
Eaton Vance Series Trust II
|
Eric Stein
|
Eaton Vance Special Investment Trust
|
Eric Stein
|
Eaton Vance Variable Trust
|
Eric Stein
|
Portfolios
Portfolio
|
President
|
Core Bond Portfolio
|
Eric Stein
|
Emerging Markets Local Income Portfolio
|
Eric Stein
|
Eaton Vance Floating Rate Portfolio
|
Eric Stein
|
Global Income Builder Portfolio
|
Edward J. Perkin
|
Global Macro Absolute Return Advantage Portfolio
|
Eric Stein
|
Global Macro Capital Opportunities Portfolio
|
Eric Stein
|
Global Macro Portfolio
|
Eric Stein
|
Global Opportunities Portfolio
|
Eric Stein
|
Greater India Portfolio
|
Edward J. Perkin
|
High Income Opportunities Portfolio
|
Eric Stein
|
High Yield Municipal Income Portfolio
|
Eric Stein
|
International Income Portfolio
|
Eric Stein
|
Senior Debt Portfolio
|
Eric Stein
|
Stock Portfolio
|
Edward J. Perkin
|
Tax-Managed Growth Portfolio
|
Edward J. Perkin
|
Tax-Managed International Equity Portfolio
|
Edward J. Perkin
|
Tax-Managed Multi-Cap Growth Portfolio
|
Edward J. Perkin
|
Tax-Managed Small-Cap Portfolio
|
Edward J. Perkin
|
Tax-Managed Value Portfolio
|
Edward J. Perkin
|
5-to-15 Year Laddered Municipal Bond Portfolio
|
Eric Stein
|
Appendix Y
5%
Ownership and Ownership of Fund Management
As
of November 30, 2020 to the knowledge of the Funds, no person other than those listed below owned beneficially or of record 5%
or more of the outstanding shares of any Fund. Beneficial owners of 25% or more of a Fund’s outstanding shares are presumed
to be in control of a class for purposes of voting on certain matters submitted to shareholders.
|
Address
|
Amount of Securities
Owned
|
Percentage
Owned
|
Eaton Vance Growth Trust
|
|
|
|
|
|
|
|
Eaton Vance Atlanta Capital Focused Growth Fund
|
|
|
|
Class A
|
|
|
|
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
607,651.224
|
17.13%
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
509,285.449
|
14.36%
|
|
Raymond James
|
880 Carillon Parkway, St. Petersburg, FL 33716
|
445,512.340
|
12.56%
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
369,727.112
|
10.42%
|
Class C
|
|
|
|
|
|
Raymond James
|
880 Carillon Parkway, St. Petersburg, FL 33716
|
851,591.308
|
36.98%
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
452,085.472
|
19.63%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
334,494.766
|
14.52%
|
|
LPL Financial
|
4707 Executive Drive, San Diego, CA 92121-3091
|
202,145.340
|
8.78%
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
140,198.183
|
6.08%
|
Class I
|
|
|
|
|
|
Raymond James
|
880 Carillon Parkway, St. Petersburg, FL 33716
|
6,679,120.391
|
29.97%
|
|
LPL Financial
|
4707 Executive Drive, San Diego, CA 92121-3091
|
4,036,596.871
|
18.11%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
2,941,604.837
|
13.20%
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
1,915,372.430
|
8.59%
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
1,531,670.534
|
6.87%
|
|
Charles Schwab & Co. Inc.
|
211 Main Street, San Francisco, CA 94105
|
1,248,516.151
|
5.60%
|
|
|
|
|
|
Eaton Vance Atlanta Capital Select Equity Fund
|
|
|
Class A
|
|
|
|
|
|
Merrill Lynch, Pierce, Fenner & Smith
|
4800 Deer Lake Dr. E, 3rd Floor, Jacksonville, FL 32246-6486
|
459,963.282
|
16.82%
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
377,310.552
|
13.80%
|
|
Morgan Stanley Smith Barney LLC
|
1 New York Plaza, FL 12, New York, NY 10004-1901
|
272,201.883
|
9.95%
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
221,191.524
|
8.09%
|
|
RBC Capital Markets LLC
|
510 Marquette Ave., Minneapolis, MN 55402-1110
|
221,007.682
|
8.08%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
218,066.947
|
7.97%
|
|
American Enterprise Investment SVC
|
707 2ND Ave. S., Minneapolis, MN 55402-2405
|
139,189.658
|
5.09%
|
Class C
|
|
|
|
|
|
Merrill Lynch, Pierce, Fenner & Smith
|
4800 Deer Lake Dr. E, 3rd Floor, Jacksonville, FL 32246-6486
|
468,678.730
|
26.56%
|
|
Morgan Stanley Smith Barney LLC
|
1 New York Plaza, FL 12, New York, NY 10004-1901
|
343,678.669
|
19.47%
|
|
Raymond James
|
880 Carillon Parkway, St. Petersburg, FL 33716
|
316,687.831
|
17.94%
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
221,125.855
|
12.53%
|
Class I
|
|
|
|
|
|
Merrill Lynch, Pierce, Fenner & Smith
|
4800 Deer Lake Dr. E, 3rd Floor, Jacksonville, FL 32246-6486
|
7,064,205.805
|
25.95%
|
|
Morgan Stanley Smith Barney LLC
|
1 New York Plaza, FL 12, New York, NY 10004-1901
|
6,897,732.056
|
25.34%
|
|
Raymond James
|
880 Carillon Parkway, St. Petersburg, FL 33716
|
3,394,640.279
|
12.47%
|
|
TD Ameritrade
|
P.O. Box 2226, Omaha, NE 68103-2226
|
1,489,232.304
|
5.47%
|
|
UBS WM USA
|
1000 Harbor Blvd., Weehawken, NJ 07086
|
1,404,281.337
|
5.15%
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
1,369,245.890
|
5.03%
|
Class R6
|
|
|
|
|
|
Charles Schwab & Co. Inc.
|
211 Main Street, San Francisco, CA 94105
|
683,767.627
|
88.08%
|
|
SEI Private Trust Company
|
One Freedom Valley Drive, Oaks, PA 19456
|
74,202.421
|
9.55%
|
|
|
|
|
|
Eaton Vance Atlanta Capital SMID-Cap Fund
|
|
|
Class A
|
|
|
|
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
5,936,650.867
|
12.47%
|
|
Merrill Lynch, Pierce, Fenner & Smith
|
4800 Deer Lake Dr. E, 3rd Floor, Jacksonville, FL 32246-6486
|
5,898,330.635
|
12.39%
|
|
Address
|
Amount of Securities
Owned
|
Percentage
Owned
|
Class C
|
|
|
|
|
|
Raymond James
|
880 Carillon Parkway, St. Petersburg, FL 33716
|
825,848.951
|
38.49%
|
|
UBS WM USA
|
1000 Harbor Blvd., Weehawken, NJ 07086
|
290,674.749
|
13.55%
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
205,623.946
|
9.58%
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
157,259.893
|
7.33%
|
|
LPL Financial
|
4707 Executive Drive, San Diego, CA 92121-3091
|
116,356.732
|
5.42%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
110,233.911
|
5.13%
|
Class I
|
|
|
|
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
24,800,008.443
|
16.09%
|
|
Merrill Lynch, Pierce, Fenner & Smith
|
4800 Deer Lake Dr. E, 3rd Floor, Jacksonville, FL 32246-6486
|
22,239,831.772
|
14.43%
|
|
Charles Schwab & Co. Inc.
|
211 Main Street, San Francisco, CA 94105
|
12,888,860.364
|
8.36%
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, CA 63103
|
11,217,276.138
|
7.27%
|
|
Raymond James
|
880 Carillon Parkway, St. Petersburg, FL 33716
|
9,765,857.669
|
6.33%
|
|
UBS WM USA
|
1000 Harbor Blvd., Weehawken, NJ 07086
|
9,023,261.447
|
5.85%
|
|
LPL Financial
|
4707 Executive Drive, San Diego, CA 92121-3091
|
8,700,104.009
|
5.64%
|
Class R
|
|
|
|
|
|
Voya Institutional Trust Company
|
One Orange Way B3N, Windsor, CT 06095-4774
|
5,932,817.952
|
34.37%
|
|
Sammons Financial Network LLC
|
4546 Corporate Dr., Ste 100, West Des Moines, IA 50266-5911
|
5,586,082.565
|
32.36%
|
Class R6
|
|
|
|
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
25,599,791.960
|
20.79%
|
|
Edward D. Jones & Co.
|
12555 Manchester Road, St. Louis, MO 63131-3710
|
18,049,189.780
|
14.66%
|
|
SEI Private Trust Company
|
One Freedom Valley Drive, Oaks, PA 19456
|
16,189,457.320
|
13.15%
|
|
|
|
|
|
Eaton Vance Focused Global Opportunities Fund
|
|
|
Class I
|
|
|
|
|
|
Eaton Vance Management*
|
Two International Place, Boston, MA 02110
|
402,383.853
|
95.59%
|
|
|
|
|
|
Eaton Vance Focused Growth Opportunities Fund
|
|
|
Class A
|
|
|
|
|
|
LPL Financial
|
4707 Executive Drive, San Diego, CA 92121-3091
|
244,186.938
|
16.53%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
183,666.163
|
12.43%
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
171,421.713
|
11.60%
|
|
American Enterprise Investment SVC
|
707 2nd Ave. S, Minneapolis, MN 55402-2405
|
152,505.010
|
10.32%
|
|
UBS WM USA
|
1000 Harbor Blvd., Weehawken, NJ 07086
|
129,401.388
|
8.76%
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
85,424.093
|
5.78%
|
Class C
|
|
|
|
|
|
American Enterprise Investment SVC
|
707 2nd Ave. S, Minneapolis, MN 55402-2405
|
153,754.745
|
22.26%
|
|
Raymond James
|
880 Carillon Parkway, St. Petersburg, FL 33716
|
119,214.814
|
17.26%
|
|
LPL Financial
|
4707 Executive Drive, San Diego, CA 92121-3091
|
86,980.920
|
12.59%
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
72,102.409
|
10.44%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
53,786.210
|
7.78%
|
Class I
|
|
|
|
|
|
Charles Schwab & Co. Inc.
|
211 Main Street, San Francisco, CA 94105
|
1,907,410.241
|
24.52%
|
|
American Enterprise Investment SVC
|
707 2nd Ave. S, Minneapolis, MN 55402-2405
|
1,369,551.523
|
17.61%
|
|
USCGT DAF Growth & Income Fund
|
Two International Place, Boston, MA 02110
|
827,097.238
|
10.63%
|
|
LPL Financial
|
4707 Executive Drive, San Diego, CA 92121-3091
|
650,111.049
|
8.35%
|
|
USCGT DAF Growth Fund
|
Two International Place, Boston, MA 02110
|
631,451.706
|
8.12%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
539,795.197
|
6.94%
|
|
|
|
|
|
|
Address
|
Amount of Securities
Owned
|
Percentage
Owned
|
Eaton Vance Focused Value Opportunities Fund
|
|
|
Class A
|
|
|
|
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
215,929.759
|
29.77%
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
108,972.858
|
15.02%
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
92,523.374
|
12.75%
|
|
RBC Capital Markets LLC
|
510 Marquette Ave., Minneapolis, MN 55402-1110
|
76,724.616
|
10.57%
|
|
LPL Financial
|
4707 Executive Drive, San Diego, CA 92121-3091
|
48,463.105
|
6.68%
|
|
TD Ameritrade
|
P.O. Box 2226, Omaha, NE 68103-2226
|
44,046.035
|
6.07%
|
|
Raymond James
|
880 Carillon Parkway, St. Petersburg, FL 33716
|
39,930.687
|
5.50%
|
Class C
|
|
|
|
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
101,276.365
|
64.51%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
25,894.031
|
16.49%
|
|
LPL Financial
|
4707 Executive Drive, San Diego, CA 92121-3091
|
13,862.370
|
8.83%
|
Class I
|
|
|
|
|
|
USCGT DAF Growth & Income Fund
|
Two International Place, Boston, MA 02110
|
2,622,374.490
|
20.92%
|
|
USCGT DAF Growth Fund
|
Two International Place, Boston, MA 02110
|
2,054,816.723
|
16.39%
|
|
Charles Schwab & Co. Inc.
|
211 Main Street, San Francisco, CA 94105
|
1,710,684.072
|
13.65%
|
|
LPL Financial
|
4707 Executive Drive, San Diego, CA 92121-3091
|
1,710,901.777
|
13.65%
|
|
American Enterprise Investment SVC
|
707 2nd Ave. S, Minneapolis, MN 55402-2405
|
1,387,671.961
|
11.07%
|
|
EVTC Collective Investment Trust**
|
Two International Place, Boston, MA 02110-4104
|
1,159,115.873
|
9.24%
|
|
|
|
|
|
Eaton Vance Greater China Growth Fund
|
|
|
Class A
|
|
|
|
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
466,374.835
|
15.18%
|
|
Merrill Lynch, Pierce, Fenner & Smith
|
4800 Deer Lake Dr. E, 3rd Floor, Jacksonville, FL 32246-6486
|
346,797.908
|
11.28%
|
|
Morgan Stanley Smith Barney LLC
|
1 New York Plaza, FL 12, New York, NY 10004-1901
|
333,519.586
|
10.85%
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
280,098.131
|
9.11%
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
267,752.134
|
8.71%
|
Class C
|
|
|
|
|
|
JP Morgan Securities LLC
|
4 Chase Metrotech Center, Brooklyn, NY 11245
|
15,032.186
|
22.78%
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
13,329.055
|
20.20%
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
6,776.726
|
10.27%
|
|
American Enterprise Investment SVC
|
707 2nd Ave. S, Minneapolis, MN 55402-2405
|
5,461.050
|
8.27%
|
|
Morgan Stanley Smith Barney LLC
|
1 New York Plaza, FL 12, New York, NY 10004-1901
|
4,395.855
|
6.66%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
4,328.121
|
6.55%
|
|
UBS WM USA
|
1000 Harbor Blvd., Weehawken, NJ 07086
|
3,758.929
|
5.69%
|
Class I
|
|
|
|
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
201,483.893
|
31.08%
|
|
UBS WM USA
|
1000 Harbor Blvd., Weehawken, NJ 07086
|
125,787.104
|
19.40%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
45,499.090
|
7.01%
|
|
American Enterprise Investment SVC
|
707 2nd Ave., S, Minneapolis, MN 55402-2405
|
38,945.097
|
6.00%
|
|
Morgan Stanley Smith Barney LLC
|
1 New York Plaza, FL 12, New York, NY 10004-1901
|
39,282.595
|
6.05%
|
|
|
|
|
|
Eaton Vance Hexavest Global Equity Fund
|
|
|
Class A
|
|
|
|
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
74,813.061
|
37.85%
|
|
American Enterprise Investment SVC
|
707 2nd Ave. S, Minneapolis, MN 55402-2405
|
25,015.186
|
12.65%
|
|
LPL Financial
|
4707 Executive Drive, San Diego, CA 92121-3091
|
17,850.898
|
9.03%
|
|
Edward D. Jones & Co.
|
12555 Manchester Road, St. Louis, MO 63131-3710
|
14,529.273
|
7.35%
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
12,049.261
|
6.09%
|
Class C
|
|
|
|
|
|
Raymond James
|
880 Carillon Parkway, St. Petersburg, FL 33716
|
19,983.795
|
59.99%
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
6,096.573
|
18.30%
|
|
American Enterprise Investment SVC
|
707 2nd Ave. S, Minneapolis, MN 55402-2405
|
5,112.918
|
15.34%
|
|
Vanguard Brokerage Services
|
P.O. Box 1170, Valley Forge, PA 19482-1170
|
2,116.722
|
6.35%
|
Class I
|
|
|
|
|
|
American Enterprise Investment SVC
|
707 2nd Ave. S, Minneapolis, MN 55402-2405
|
125,442.689
|
33.59%
|
|
Raymond James
|
880 Carillon Parkway, St. Petersburg, FL 33716
|
64,418.206
|
17.25%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
62,694.911
|
16.78%
|
|
LPL Financial
|
4707 Executive Drive, San Diego, CA 92121-3091
|
54,696.652
|
14.64%
|
|
Charles Schwab & Co. Inc.
|
211 Main Street, San Francisco, CA 94105
|
33,939.027
|
9.08%
|
|
|
|
|
|
|
Address
|
Amount of Securities
Owned
|
Percentage
Owned
|
Eaton Vance Hexavest International Equity Fund
|
|
|
Class A
|
|
|
|
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
19,371.394
|
38.49%
|
|
American Enterprise Investment SVC
|
707 2nd Ave. S, Minneapolis, MN 55402-2405
|
8,249.982
|
16.39%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
5,667.344
|
11.26%
|
|
Edward D. Jones & Co.
|
12555 Manchester Road, St. Louis, MO 63131-3710
|
4,599.777
|
9.14%
|
Class I
|
|
|
|
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
3,974,867.103
|
88.55%
|
|
Eaton Vance Management*
|
Two International Place, Boston, MA 02110
|
499,000.000
|
11.11%
|
|
|
|
|
|
Eaton Vance International Small-Cap Fund
|
|
|
Class A
|
|
|
|
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
70,458.122
|
68.55%
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
12,475.253
|
12.13%
|
|
TD Ameritrade
|
P.O. Box 2226, Omaha, NE 68103-2226
|
8,817.868
|
8.57%
|
Class I
|
|
|
|
|
|
Eaton Vance Management*
|
Two International Place, Boston, MA 02110
|
1,132,333.730
|
31.98%
|
|
USCGT DAF Growth Fund
|
Two International Place, Boston, MA 02110
|
677,376.244
|
19.13%
|
|
Eaton Vance Trust Company Collective Investment Trust**
|
Two International Place, Boston, MA 02110-4104
|
489,817.162
|
13.83%
|
|
USCGT DAF Growth & Income Fund
|
Two International Place, Boston, MA 02110
|
405,680.041
|
11.45%
|
|
Capinco
|
1555 N. Rivercenter Drive Ste. 302, Milwaukee, WI 53212
|
281,470.586
|
7.94%
|
|
|
|
|
|
Eaton Vance Richard Bernstein All Asset Strategy Fund
|
|
|
Class A
|
|
|
|
|
|
Merrill Lynch, Pierce, Fenner & Smith
|
4800 Deer Lake Dr. E, 3rd Floor, Jacksonville, FL 32246-6486
|
2,647,082.318
|
39.68%
|
|
Morgan Stanley Smith Barney LLC
|
1 New York Plaza, FL 12, New York, NY 10004-1901
|
617,233.098
|
9.25%
|
|
UBS WM USA
|
1000 Harbor Blvd., Weehawken, NJ 07086
|
491,124.042
|
7.36%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
441,820.416
|
6.62%
|
|
American Enterprise Investment SVC
|
707 2nd Ave. S, Minneapolis, MN 55402-2405
|
437,284.827
|
6.55%
|
Class C
|
|
|
|
|
|
Merrill Lynch, Pierce, Fenner & Smith
|
4800 Deer Lake Dr. E, 3rd Floor, Jacksonville, FL 32246-6486
|
1,658,077.909
|
25.50%
|
|
Morgan Stanley Smith Barney LLC
|
1 New York Plaza, FL 12, New York, NY 10004-1901
|
1,432,120.211
|
22.02%
|
|
UBS WM USA
|
1000 Harbor Blvd., Weehawken, NJ 07086
|
778,175.045
|
11.96%
|
|
American Enterprise Investment SVC
|
707 2nd Ave. S, Minneapolis, MN 55402-2405
|
574,583.864
|
8.83%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
498,129.161
|
7.66%
|
|
Raymond James
|
880 Carillon Parkway, St. Petersburg, FL 33716
|
339,709.107
|
5.22%
|
Class I
|
|
|
|
|
|
Merrill Lynch, Pierce, Fenner & Smith
|
4800 Deer Lake Dr. E, 3rd Floor, Jacksonville, FL 32246-6486
|
11,238,233.170
|
30.39%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
8,773,584.289
|
23.72%
|
|
UBS WM USA
|
1000 Harbor Blvd., Weehawken, NJ 07086
|
6,220,202.874
|
16.82%
|
|
Morgan Stanley Smith Barney LLC
|
1 New York Plaza, FL 12, New York, NY 10004-1901
|
4,040,373.739
|
10.92%
|
|
|
|
|
|
Eaton Vance Richard Bernstein Equity Strategy Fund
|
|
|
Class A
|
|
|
|
|
|
Merrill Lynch, Pierce, Fenner & Smith
|
4800 Deer Lake Dr. E, 3rd Floor, Jacksonville, FL 32246-6486
|
4,569,762.672
|
50.14%
|
|
Morgan Stanley Smith Barney LLC
|
1 New York Plaza, FL 12, New York, NY 10004-1901
|
784,536.445
|
8.60%
|
|
UBS WM USA
|
1000 Harbor Blvd., Weehawken, NJ 07086
|
692,300.516
|
7.59%
|
|
|
|
|
|
Class C
|
|
|
|
|
|
Merrill Lynch, Pierce, Fenner & Smith
|
4800 Deer Lake Dr. E, 3rd FL, Jacksonville, FL 32246-6486
|
704,774.060
|
21.72%
|
|
American Enterprise Investment SVC
|
707 2nd Ave. S, Minneapolis, MN 55402-2405
|
471,002.362
|
14.52%
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
378,954.645
|
11.68%
|
|
Raymond James
|
880 Carillon Parkway, St. Petersburg, FL 33716
|
328,616.913
|
10.13%
|
|
UBS WM USA
|
1000 Harbor Blvd., Weehawken, NJ 07086
|
324,067.924
|
9.99%
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
292,733.140
|
9.02%
|
|
Morgan Stanley Smith Barney LLC
|
1 New York Plaza, FL 12, New York, NY 10004-1901
|
206,437.058
|
6.36%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
176,192.027
|
5.43%
|
Class I
|
|
|
|
|
|
Merrill Lynch, Pierce, Fenner & Smith
|
4800 Deer Lake Dr. E, 3rd FL, Jacksonville, FL 32246-6486
|
16,192,017.887
|
52.31%
|
|
Morgan Stanley Smith Barney LLC
|
1 New York Plaza, FL 12, New York, NY 10004-1901
|
3,810,615.843
|
12.31%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
2,786,100.077
|
9.00%
|
|
UBS WM USA
|
1000 Harbor Blvd., Weehawken, NJ 07086
|
2,595,858.136
|
8.38%
|
|
|
|
|
|
|
Address
|
Amount of Securities
Owned
|
Percentage
Owned
|
Eaton Vance Worldwide Health Sciences Fund
|
|
|
Class A
|
|
|
|
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
5,882,413.645
|
10.46%
|
|
Merrill Lynch, Pierce, Fenner & Smith
|
4800 Deer Lake Dr. E, 3rd Floor, Jacksonville, FL 32246-6486
|
5,631,948.134
|
10.02%
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
4,989,199.061
|
8.87%
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
4,776,532.614
|
8.49%
|
|
Morgan Stanley Smith Barney LLC
|
1 New York Plaza, FL 12, New York, NY 10004-1901
|
3,441,906.580
|
6.12%
|
Class C
|
|
|
|
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
795,418.483
|
19.78%
|
|
Raymond James
|
880 Carillon Parkway, St. Petersburg, FL 33716
|
693,305.120
|
17.24%
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
413,274.669
|
10.28%
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
401,520.103
|
9.98%
|
|
LPL Financial
|
4707 Executive Drive, San Diego, CA 92121-3091
|
378,686.387
|
9.42%
|
Class I
|
|
|
|
|
|
Merrill Lynch, Pierce, Fenner & Smith
|
4800 Deer Lake Dr. E, 3rd Floor, Jacksonville, FL 32246-6486
|
2,634,311.760
|
19.04%
|
|
Raymond James
|
880 Carillon Parkway, St. Petersburg, FL 33716
|
2,092,944.293
|
15.12%
|
|
American Enterprise Investment SVC
|
707 2nd Ave. S, Minneapolis, MN 55402-2405
|
1,557,728.268
|
11.25%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
1,256,969.693
|
9.08%
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
1,133,185.694
|
8.19%
|
|
UBS WM USA
|
1000 Harbor Blvd., Weehawken, NJ 07086
|
971,452.227
|
7.02%
|
|
LPL Financial
|
4707 Executive Drive, San Diego, CA 92121-3091
|
848,360.966
|
6.13%
|
|
Morgan Stanley Smith Barney LLC
|
1 New York Plaza, FL 12, New York, NY 10004-1901
|
827,948.212
|
5.98%
|
Class R
|
|
|
|
|
|
Sammons Financial Network LLC
|
4546 Corporate Dr. Ste. 100, West Des Moines, IA 50266-5911
|
3,109,305.429
|
75.43%
|
|
Hartford Life Insurance Company
|
1 Griffin Rd. N, Windsor, CT 06095-1512
|
445,510.472
|
10.80%
|
|
|
|
Eaton Vance Investment Trust
|
|
|
|
|
|
|
|
Eaton Vance Floating-Rate Municipal Income Fund
|
|
|
Advisers Class
|
|
|
|
|
Eaton Vance Management
|
Two International Place, Boston, MA 02110
|
1,023.577
|
99.9%
|
|
|
|
|
|
Class A
|
|
|
|
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
5,154,971.045
|
25.49%
|
|
Morgan Stanley Smith Barney LLC
|
1 New York Plaza FL 12, New York, NY 10004-1901
|
4,662,743.658
|
23.06%
|
|
RBC Capital Markets LLC
|
510 Marquette Ave., Minneapolis, MN 55402-1110
|
2,971,865.638
|
14.69%
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
2,510,600.226
|
12.41%
|
Class I
|
|
|
|
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
3,710,443.843
|
16.99%
|
|
Merrill Lynch, Pierce, Fenner & Smith
|
4800 Deer Lake Dr. E, 3rd Floor, Jacksonville, FL 32246-6486
|
2,522,711.919
|
11.55%
|
|
Charles Schwab & Co. Inc.
|
211 Main St., San Francisco, CA 94105
|
2,478,876.661
|
11.35%
|
|
Morgan Stanley Smith Barney LLC
|
1 New York Plaza FL 12, New York, NY 10004-1901
|
2,456,330.077
|
11.25%
|
|
UBS WM USA
|
1000 Harbor Blvd., Weehawken, NJ 07086
|
1,629,043.439
|
7.46%
|
|
LPL Financial
|
4707 Executive Drive, San Diego, CA 92121-3091
|
1,553,370.680
|
7.11%
|
|
SEI Private Trust Company
|
1 Freedom Valley Drive, Oaks, PA 19456
|
1,523,274.475
|
6.97%
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
1,248,205.624
|
5.71%
|
|
|
|
|
|
Eaton Vance National Limited Maturity Municipal Income Fund
|
|
|
Class A
|
|
|
|
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
3,062,680.879
|
14.32%
|
|
Merrill Lynch, Pierce, Fenner & Smith
|
4800 Deer Lake Dr. E, 3rd Floor, Jacksonville, FL 32246-6486
|
2,936,247.471
|
13.73%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
2,703,084.600
|
12.64%
|
|
Morgan Stanley Smith Barney LLC
|
1 New York Plaza FL 12, New York, NY 10004-1901
|
1,839,530.044
|
8.60%
|
|
UBS WM USA
|
1000 Harbor Blvd., Weehawken, NJ 07086
|
1,449,961.781
|
6.78%
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
1,258,711.732
|
5.88%
|
Class C
|
|
|
|
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
350,041.452
|
22.45%
|
|
Morgan Stanley Smith Barney LLC
|
1 New York Plaza FL 12, New York, NY 10004-1901
|
213,800.013
|
13.71%
|
|
LPL Financial
|
4707 Executive Drive, San Diego, CA 92121-3091
|
187,117.080
|
12.00%
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
151,291.970
|
9.70%
|
|
American Enterprise Investment SVC
|
707 2nd Ave. S., Minneapolis, MN 55402-2405
|
140,880.232
|
9.03%
|
|
Address
|
Amount of Securities
Owned
|
Percentage
Owned
|
|
Merrill Lynch, Pierce, Fenner & Smith
|
4800 Deer Lake Dr. E, 3rd Floor, Jacksonville, FL 32246-6486
|
139,178.891
|
8.92%
|
|
UBS WM USA
|
1000 Harbor Blvd., Weehawken, NJ 07086
|
103,409.373
|
6.63%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
80,905.941
|
5.18%
|
Class I
|
|
|
|
|
|
Merrill Lynch, Pierce, Fenner & Smith
|
4800 Deer Lake Dr. E, 3rd Floor, Jacksonville, FL 32246-6486
|
18,734,438.758
|
59.28%
|
|
LPL Financial
|
4707 Executive Drive, San Diego, CA 92121-3091
|
3,156,453.185
|
9.98%
|
|
Morgan Stanley Smith Barney LLC
|
1 New York Plaza FL 12, New York, NY 10004-1901
|
1,598,740.804
|
5.05%
|
|
|
|
|
|
Eaton Vance New York Municipal Opportunities Fund
|
|
|
Class A
|
|
|
|
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
1,167,617.024
|
27.97%
|
|
Morgan Stanley Smith Barney LLC
|
1 New York Plaza FL 12, New York, NY 10004-1901
|
623,830.008
|
14.94%
|
|
Merrill Lynch, Pierce, Fenner & Smith
|
4800 Deer Lake Dr. E, 3rd Floor, Jacksonville, FL 32246-6486
|
563,986.246
|
13.51%
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
406,553.845
|
9.74%
|
Class C
|
|
|
|
|
|
Merrill Lynch, Pierce, Fenner & Smith
|
4800 Deer Lake Dr. E, 3rd Floor, Jacksonville, FL 32246-6486
|
163,550.757
|
28.30%
|
|
Morgan Stanley Smith Barney LLC
|
1 New York Plaza FL 12, New York, NY 10004-1901
|
122,109.189
|
21.13%
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
104,614.869
|
18.10%
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
61,467.544
|
10.63%
|
|
Raymond James
|
880 Carillon Parkway, St. Petersburg, FL 33716
|
38,716.189
|
6.70%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
29,786.126
|
5.15%
|
Class I
|
|
|
|
|
|
Merrill Lynch, Pierce, Fenner & Smith
|
4800 Deer Lake Dr. E, 3rd Floor, Jacksonville, FL 32246-6486
|
1,379,688.870
|
46.43%
|
|
LPL Financial
|
4707 Executive Drive, San Diego, CA 92121-3091
|
599,170.161
|
20.16%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
316,939.080
|
10.66%
|
|
American Enterprise Investment SVC
|
707 2nd Ave. S., Minneapolis, MN 55402-2405
|
205,434.294
|
6.91%
|
|
|
|
|
|
Eaton Vance Short Duration Municipal Opportunities Fund
|
|
|
Class A
|
|
|
|
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
3,514,191.103
|
21.09%
|
|
Merrill Lynch, Pierce, Fenner & Smith
|
4800 Deer Lake Dr. E, 3rd Floor, Jacksonville, FL 32246-6486
|
2,744,468.430
|
16.47%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
1,616,429.839
|
9.70%
|
|
Morgan Stanley Smith Barney LLC
|
1 New York Plaza FL 12, New York, NY 10004-1901
|
1,568,997.761
|
9.41%
|
|
American Enterprise Investment SVC
|
707 2nd Ave. S., Minneapolis, MN 55402-2405
|
1,131,647.384
|
6.79%
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
1,093,774.604
|
6.56%
|
|
Charles Schwab & Co. Inc.
|
211 Main St., San Francisco, CA 94105
|
1,056,410.318
|
6.34%
|
|
Edward D. Jones & Co.
|
12555 Manchester Road, St. Louis, MO 63131-3710
|
843,913.422
|
5.06%
|
Class C
|
|
|
|
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
974,844.489
|
28.25%
|
|
Merrill Lynch, Pierce, Fenner & Smith
|
4800 Deer Lake Dr. E, 3rd Floor, Jacksonville, FL 32246-6486
|
656,731.158
|
19.03%
|
|
American Enterprise Investment SVC
|
707 2nd Ave. S., Minneapolis, MN 55402-2405
|
389,354.740
|
11.28%
|
|
Morgan Stanley Smith Barney LLC
|
1 New York Plaza FL 12, New York, NY 10004-1901
|
352,769.202
|
10.22%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
214,195.743
|
6.20%
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
181,011.478
|
5.24%
|
|
Raymond James
|
880 Carillon Parkway, St. Petersburg, FL 33716
|
177,360.005
|
5.14%
|
|
LPL Financial
|
4707 Executive Drive, San Diego, CA 92121-3091
|
174,730.890
|
5.06%
|
Class I
|
|
|
|
|
|
Merrill Lynch, Pierce, Fenner & Smith
|
4800 Deer Lake Dr. E, 3rd Floor, Jacksonville, FL 32246-6486
|
8,866,249.997
|
14.81%
|
|
American Enterprise Investment SVC
|
707 2nd Ave. S., Minneapolis, MN 55402-2405
|
8,647,810.656
|
14.45%
|
|
LPL Financial
|
4707 Executive Drive, San Diego, CA 92121-3091
|
6,617,355.694
|
11.06%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
6,361,917.681
|
10.63%
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
5,762,728.100
|
9.63%
|
|
Morgan Stanley Smith Barney LLC
|
1 New York Plaza FL 12, New York, NY 10004-1901
|
4,235,692.156
|
7.07%
|
|
Raymond James
|
880 Carillon Parkway, St. Petersburg, FL 33716
|
3,526,073.943
|
5.89%
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
3,412,011.098
|
5.70%
|
|
Charles Schwab & Co. Inc.
|
211 Main St., San Francisco, CA 94105
|
3,236,609.768
|
5.40%
|
|
UBS WM USA
|
1000 Harbor Blvd., Weehawken, NJ 07086
|
3,194,784.102
|
5.34%
|
|
|
|
|
|
|
Address
|
Amount of Securities
Owned
|
Percentage
Owned
|
Eaton Vance Municipals Trust
|
|
|
|
|
|
|
|
Eaton Vance Arizona Municipal Income Fund
|
|
|
Class A
|
|
|
|
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
787,531.860
|
20.15%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
543,769.033
|
13.91%
|
|
Raymond James
|
880 Carillon Parkway, St. Petersburg, FL 33716
|
314,919.884
|
8.06%
|
|
Edward D. Jones & Co.
|
12555 Manchester Road, St. Louis, MO 63131-3710
|
234,346.917
|
5.99%
|
|
American Enterprise Investment SVC
|
707 2nd Ave. S., Minneapolis, MN 55402-2405
|
232,795.537
|
5.95%
|
|
Merrill Lynch, Pierce, Fenner & Smith
|
4800 Deer Lake Dr. E, 3rd Floor, Jacksonville, FL 32246-6486
|
215,458.592
|
5.51%
|
|
UBS WM USA
|
1000 Harbor Blvd., Weehawken, NJ 07086
|
197,798.235
|
5.06%
|
Class C
|
|
|
|
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
128,504.682
|
35.20%
|
|
American Enterprise Investment SVC
|
707 2nd Ave. S., Minneapolis, MN 55402-2405
|
73,884.857
|
20.24%
|
|
Charles Schwab & Co. Inc.
|
211 Main St., San Francisco, CA 94105
|
39,279.977
|
10.76%
|
|
Merrill Lynch, Pierce, Fenner & Smith
|
4800 Deer Lake Dr. E, 3rd Floor, Jacksonville, FL 32246-6486
|
33,136.760
|
9.07%
|
|
RBC Capital Markets LLC
|
510 Marquette Ave., Minneapolis, MN 55402-1110
|
28,286.262
|
7.74%
|
Class I
|
|
|
|
|
|
American Enterprise Investment SVC
|
707 2nd Ave. S., Minneapolis, MN 55402-2405
|
603,648.380
|
21.86%
|
|
RBC Capital Markets LLC
|
510 Marquette Ave., Minneapolis, MN 55402-1110
|
405,847.818
|
14.69%
|
|
Merrill Lynch, Pierce, Fenner & Smith
|
4800 Deer Lake Dr. E, 3rd Floor, Jacksonville, FL 32246-6486
|
303,564.666
|
10.99%
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
258,191.677
|
9.35%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
251,837.827
|
9.12%
|
|
LPL Financial
|
4707 Executive Drive, San Diego, CA 92121-3091
|
162,262.855
|
5.87%
|
|
Sunflower Bank
|
1400 16th Street Suite 250, Denver, CO 80202
|
148,985.000
|
5.39%
|
|
UBS WM USA
|
1000 Harbor Blvd., Weehawken, NJ 07086
|
147,498.421
|
5.34%
|
|
|
|
|
|
Eaton Vance California Municipal Opportunities Fund
|
|
|
Class A
|
|
|
|
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
2,806,581.441
|
20.57%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
2,212,393.820
|
16.22%
|
|
Merrill Lynch, Pierce, Fenner & Smith
|
4800 Deer Lake Dr. E, 3rd Floor, Jacksonville, FL 32246-6486
|
1,536,239.155
|
11.26%
|
|
Morgan Stanley Smith Barney LLC
|
1 New York Plaza FL 12, New York, NY 10004-1901
|
1,442,670.355
|
10.57%
|
|
Charles Schwab & Co. Inc.
|
211 Main St., San Francisco, CA 94105
|
983,782.323
|
7.21%
|
Class C
|
|
|
|
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
1,107,728.147
|
38.70%
|
|
Morgan Stanley Smith Barney LLC
|
1 New York Plaza FL 12, New York, NY 10004-1901
|
674,797.634
|
23.57%
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
286,276.074
|
10.00%
|
|
Merrill Lynch, Pierce, Fenner & Smith
|
4800 Deer Lake Dr. E, 3rd Floor, Jacksonville, FL 32246-6486
|
149,747.571
|
5.23%
|
Class I
|
|
|
|
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
7,720,047.778
|
19.22%
|
|
LPL Financial
|
4707 Executive Drive, San Diego, CA 92121-3091
|
7,173,943.535
|
17.86%
|
|
American Enterprise Investment SVC
|
707 2nd Ave. S., Minneapolis, MN 55402-2405
|
4,955,048.161
|
12.34%
|
|
Merrill Lynch, Pierce, Fenner & Smith
|
4800 Deer Lake Dr. E, 3rd Floor, Jacksonville, FL 32246-6486
|
4,700,592.419
|
11.70%
|
|
Morgan Stanley Smith Barney LLC
|
1 New York Plaza FL 12, New York, NY 10004-1901
|
4,010,345.297
|
9.98%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
3,331,595.203
|
8.29%
|
|
UBS WM USA
|
1000 Harbor Blvd., Weehawken, NJ 07086
|
2,522,322.185
|
6.28%
|
|
|
|
|
|
Eaton Vance Connecticut Municipal Income Fund
|
|
|
Class A
|
|
|
|
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
804,666.532
|
15.40%
|
|
Merrill Lynch, Pierce, Fenner & Smith
|
4800 Deer Lake Dr. E, 3rd Floor, Jacksonville, FL 32246-6486
|
712,280.543
|
13.63%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
567,255.643
|
10.86%
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
541,685.797
|
10.37%
|
|
UBS WM USA
|
1000 Harbor Blvd., Weehawken, NJ 07086
|
296,730.837
|
5.68%
|
Class C
|
|
|
|
|
|
Merrill Lynch, Pierce, Fenner & Smith
|
4800 Deer Lake Dr. E, 3rd Floor, Jacksonville, FL 32246-6486
|
100,519.396
|
25.03%
|
|
Morgan Stanley Smith Barney LLC
|
1 New York Plaza FL 12, New York, NY 10004-1901
|
68,481.598
|
17.05%
|
|
LPL Financial
|
4707 Executive Drive, San Diego, CA 92121-3091
|
57,305.857
|
14.27%
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
36,683.385
|
9.13%
|
|
Charles Schwab & Co. Inc.
|
211 Main St., San Francisco, CA 94105
|
36,298.126
|
9.04%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
25,611.028
|
6.37%
|
|
Address
|
Amount of Securities
Owned
|
Percentage
Owned
|
Class I
|
|
|
|
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
709,290.621
|
32.25%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
415,254.589
|
18.88%
|
|
Merrill Lynch, Pierce, Fenner & Smith
|
4800 Deer Lake Dr. E, 3rd Floor, Jacksonville, FL 32246-6486
|
361,768.664
|
16.44%
|
|
American Enterprise Investment SVC
|
707 2nd Ave. S., Minneapolis, MN 55402-2405
|
178,099.670
|
8.09%
|
|
|
|
|
|
Eaton Vance Georgia Municipal Income Fund
|
|
|
Class A
|
|
|
|
|
|
LPL Financial
|
4707 Executive Drive, San Diego, CA 92121-3091
|
945,825.433
|
18.18%
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
621,783.123
|
11.95%
|
|
Merrill Lynch, Pierce, Fenner & Smith
|
4800 Deer Lake Dr. E, 3rd Floor, Jacksonville, FL 32246-6486
|
541,344.126
|
10.40%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
536,614.603
|
10.31%
|
|
Morgan Stanley Smith Barney LLC
|
1 New York Plaza FL 12, New York, NY 10004-1901
|
380,114.130
|
7.30%
|
|
Edward D. Jones & Co.
|
12555 Manchester Road, St. Louis, MO 63131-3710
|
340,447.482
|
6.54%
|
|
Stifel Nicolaus & Co Inc.
|
501 N. Broadway, Saint Louis, MO 63102-2131
|
336,279.735
|
6.46%
|
|
Raymond James
|
880 Carillon Parkway, St. Petersburg, FL 33716
|
265,791.368
|
5.11%
|
Class C
|
|
|
|
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
225,781.296
|
39.45%
|
|
Raymond James
|
880 Carillon Parkway, St. Petersburg, FL 33716
|
60,747.313
|
10.61%
|
|
Morgan Stanley Smith Barney LLC
|
1 New York Plaza FL 12, New York, NY 10004-1901
|
56,042.725
|
9.79%
|
|
Stifel Nicolaus & Co Inc.
|
501 N. Broadway, Saint Louis, MO 63102-2131
|
48,555.882
|
8.48%
|
|
American Enterprise Investment SVC
|
707 2nd Ave. S., Minneapolis, MN 55402-2405
|
44,634.614
|
7.80%
|
|
Merrill Lynch, Pierce, Fenner & Smith
|
4800 Deer Lake Dr. E, 3rd Floor, Jacksonville, FL 32246-6486
|
35,154.638
|
6.14%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
33,680.813
|
5.88%
|
|
LPL Financial
|
4707 Executive Drive, San Diego, CA 92121-3091
|
32,310.034
|
5.64%
|
|
UBS WM USA
|
1000 Harbor Blvd., Weehawken, NJ 07086
|
30,072.646
|
5.25%
|
Class I
|
|
|
|
|
|
Maril & Co. c/o Reliance Trust Company WI
|
4900 W Brown Deer Rd., Milwaukee, WI 53223
|
1,664,715.813
|
26.93%
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
825,161.270
|
13.35%
|
|
Charles Schwab & Co. Inc.
|
211 Main St., San Francisco, CA 94105
|
673,896.733
|
10.90%
|
|
LPL Financial
|
4707 Executive Drive, San Diego, CA 92121-3091
|
525,043.020
|
8.49%
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
449,444.903
|
7.27%
|
|
Merrill Lynch, Pierce, Fenner & Smith
|
4800 Deer Lake Dr. E, 3rd Floor, Jacksonville, FL 32246-6486
|
425,856.173
|
6.89%
|
|
UBS WM USA
|
1000 Harbor Blvd., Weehawken, NJ 07086
|
419,862.113
|
6.79%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
406,178.222
|
6.57%
|
|
|
|
|
|
Eaton Vance Maryland Municipal Income Fund
|
|
|
Class A
|
|
|
|
|
|
Merrill Lynch, Pierce, Fenner & Smith
|
4800 Deer Lake Dr. E, 3rd Floor, Jacksonville, FL 32246-6486
|
978,920.486
|
21.34%
|
|
Morgan Stanley Smith Barney LLC
|
1 New York Plaza FL 12, New York, NY 10004-1901
|
603,153.562
|
13.15%
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
507,798.143
|
11.07%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
347,952.626
|
7.58%
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
311,520.994
|
6.79%
|
|
UBS WM USA
|
1000 Harbor Blvd., Weehawken, NJ 07086
|
238,514.688
|
5.20%
|
Class C
|
|
|
|
|
|
Morgan Stanley Smith Barney LLC
|
1 New York Plaza FL 12, New York, NY 10004-1901
|
125,706.425
|
16.07%
|
|
UBS WM USA
|
1000 Harbor Blvd., Weehawken, NJ 07086
|
112,468.744
|
14.37%
|
|
Merrill Lynch, Pierce, Fenner & Smith
|
4800 Deer Lake Dr. E, 3rd Floor, Jacksonville, FL 32246-6486
|
110,775.361
|
14.16%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
106,956.707
|
13.67%
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
106,275.309
|
13.58%
|
|
Charles Schwab & Co. Inc.
|
211 Main St., San Francisco, CA 94105
|
71,246.842
|
9.10%
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
55,907.884
|
7.14%
|
Class I
|
|
|
|
|
|
Charles Schwab & Co. Inc.
|
211 Main St., San Francisco, CA 94105
|
717,297.458
|
24.73%
|
|
Merrill Lynch, Pierce, Fenner & Smith
|
4800 Deer Lake Dr. E, 3rd Floor, Jacksonville, FL 32246-6486
|
382,610.441
|
13.19%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
251,874.859
|
8.68%
|
|
Morgan Stanley Smith Barney LLC
|
1 New York Plaza FL 12, New York, NY 10004-1901
|
251,345.200
|
8.66%
|
|
RBC Capital Markets LLC
|
510 Marquette Ave., Minneapolis, MN 55402-1110
|
243,290.722
|
8.39%
|
|
Address
|
Amount of Securities
Owned
|
Percentage
Owned
|
|
Charles Schwab & Co. Inc.
|
211 Main St., San Francisco, CA 94105
|
195,063.003
|
6.72%
|
|
Raymond James
|
880 Carillon Parkway, St. Petersburg, FL 33716
|
168,103.168
|
5.79%
|
|
American Enterprise Investment SVC
|
707 2nd Ave. S., Minneapolis, MN 55402-2405
|
152,476.012
|
5.25%
|
|
UBS WM USA
|
1000 Harbor Blvd., Weehawken, NJ 07086
|
150,837.980
|
5.20%
|
|
|
|
|
|
Eaton Vance Massachusetts Municipal Income Fund
|
|
|
Class A
|
|
|
|
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
1,454,953.744
|
13.20%
|
|
Merrill Lynch, Pierce, Fenner & Smith
|
4800 Deer Lake Dr. E, 3rd Floor, Jacksonville, FL 32246-6486
|
1,125,189.829
|
10.21%
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
1,024,747.727
|
9.29%
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
840,266.749
|
7.62%
|
|
Raymond James
|
880 Carillon Parkway, St. Petersburg, FL 33716
|
800,347.515
|
7.26%
|
|
Morgan Stanley Smith Barney LLC
|
1 New York Plaza FL 12, New York, NY 10004-1901
|
704,703.035
|
6.39%
|
|
UBS WM USA
|
1000 Harbor Blvd., Weehawken, NJ 07086
|
670,582.192
|
6.08%
|
|
LPL Financial
|
4707 Executive Drive, San Diego, CA 92121-3091
|
670,987.771
|
6.08%
|
Class C
|
|
|
|
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
139,697.629
|
15.03%
|
|
Raymond James
|
880 Carillon Parkway, St. Petersburg, FL 33716
|
119,316.286
|
12,84%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
111,277.356
|
11.97%
|
|
Morgan Stanley Smith Barney LLC
|
1 New York Plaza FL 12, New York, NY 10004-1901
|
106,955.947
|
11.51%
|
|
Merrill Lynch, Pierce, Fenner & Smith
|
4800 Deer Lake Dr. E, 3rd Floor, Jacksonville, FL 32246-6486
|
104,409.741
|
11.23%
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
92,974.642
|
10.00%
|
|
UBS WM USA
|
1000 Harbor Blvd., Weehawken, NJ 07086
|
63,928.875
|
6.87%
|
|
LPL Financial
|
4707 Executive Drive, San Diego, CA 92121-3091
|
60,668.211
|
6.52%
|
|
American Enterprise Investment SVC
|
707 2nd Ave. S., Minneapolis, MN 55402-2405
|
60,155.996
|
6.47%
|
Class I
|
|
|
|
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
2,239,803.258
|
19.85%
|
|
Merrill Lynch, Pierce, Fenner & Smith
|
4800 Deer Lake Dr. E, 3rd Floor, Jacksonville, FL 32246-6486
|
2,083,054.829
|
18.46%
|
|
American Enterprise Investment SVC
|
707 2nd Ave. S., Minneapolis, MN 55402-2405
|
1,348,889.359
|
11.95
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
1,229,911.524
|
10.90
|
|
LPL Financial
|
4707 Executive Drive, San Diego, CA 92121-3091
|
1,142,085.250
|
10.12%
|
|
Morgan Stanley Smith Barney LLC
|
1 New York Plaza FL 12, New York, NY 10004-1901
|
866,748.532
|
7.68%
|
|
Charles Schwab & Co. Inc.
|
101 Montgomery Street, San Francisco, CA 94104-4122
|
662,830.544
|
5.87%
|
|
|
|
|
|
Eaton Vance Minnesota Municipal Income Fund
|
|
|
Class A
|
|
|
|
|
|
Charles Schwab & Co. Inc.
|
211 Main St., San Francisco, CA 94105
|
2,127,980.598
|
33.33%
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
847,188.802
|
13.27%
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
501,638.677
|
7.85%
|
|
Merrill Lynch, Pierce, Fenner & Smith
|
4800 Deer Lake Dr. E, 3rd Floor, Jacksonville, FL 32246-6486
|
393,708.773
|
6.16%
|
Class C
|
|
|
|
|
|
American Enterprise Investment SVC
|
707 2nd Ave. S., Minneapolis, MN 55402-2405
|
171,596.148
|
34.22%
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
90,068.495
|
17.96%
|
|
LPL Financial
|
4707 Executive Drive, San Diego, CA 92121-3091
|
53,509.568
|
10.67%
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
44,965.827
|
8.96%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
38,933.552
|
7.76%
|
Class I
|
|
|
|
|
|
Charles Schwab & Co. Inc.
|
211 Main St., San Francisco, CA 94105
|
1,899,023.242
|
15.39%
|
|
LPL Financial
|
4707 Executive Drive, San Diego, CA 92121-3091
|
1,094,035.916
|
8.86%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
1,010,798.875
|
8.19%
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
771,678.648
|
6.25%
|
|
|
|
|
|
|
Address
|
Amount of Securities
Owned
|
Percentage
Owned
|
Eaton Vance Missouri Municipal Income Fund
|
|
|
Class A
|
|
|
|
|
|
Edward D. Jones & Co.
|
12555 Manchester Road, St. Louis, MO 63131-3710
|
1,233,859.321
|
22.70%
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
574,248.463
|
10.56%
|
|
Morgan Stanley Smith Barney LLC
|
1 New York Plaza FL 12, New York, NY 10004-1901
|
375,680.748
|
6.91%
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
347,862.669
|
6.40%
|
|
Merrill Lynch, Pierce, Fenner & Smith
|
4800 Deer Lake Dr. E, 3rd Floor, Jacksonville, FL 32246-6486
|
328,212.113
|
6.03%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
320,326.937
|
5.89%
|
|
Mori & Co
|
922 Walnut St. Mailstop TBTS 2, Kansas City, MO 64106
|
279,747.040
|
5.14%
|
Class C
|
|
|
|
|
|
Raymond James
|
880 Carillon Parkway, St. Petersburg, FL 33716
|
285,694.426
|
40.98%
|
|
Merrill Lynch, Pierce, Fenner & Smith
|
4800 Deer Lake Dr. E, 3rd Floor, Jacksonville, FL 32246-6486
|
92,561.283
|
13.27%
|
|
LPL Financial
|
4707 Executive Drive, San Diego, CA 92121-3091
|
83,386.615
|
11.96%
|
|
Edward D. Jones & Co.
|
12555 Manchester Road, St. Louis, MO 63131-3710
|
52,782.628
|
7.57%
|
Class I
|
|
|
|
|
|
Charles Schwab & Co. Inc.
|
211 Main St., San Francisco, CA 94105
|
458,792.936
|
16.15%
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
402,396.660
|
14.17%
|
|
American Enterprise Investment SVC
|
707 2nd Ave. S., Minneapolis, MN 55402-2405
|
301,317.469
|
10.61%
|
|
Stifel Nicolaus & Co Inc.
|
501 N. Broadway, Saint Louis, MO 63102-2131
|
261,643.063
|
9.21%
|
|
Merrill Lynch, Pierce, Fenner & Smith
|
4800 Deer Lake Dr. E, 3rd Floor, Jacksonville, FL 32246-6486
|
256,185.590
|
9.02%
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
238,173.683
|
8.38%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
186,905.344
|
6.58%
|
|
Morgan Stanley Smith Barney LLC
|
1 New York Plaza FL 12, New York, NY 10004-1901
|
186,112.561
|
6.55%
|
|
LPL Financial
|
4707 Executive Drive, San Diego, CA 92121-3091
|
164,279.731
|
5.78%
|
|
|
|
|
|
Eaton Vance Municipal Opportunities Fund
|
|
|
Class A
|
|
|
|
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
3,660,899.806
|
35.51%
|
|
Merrill Lynch, Pierce, Fenner & Smith
|
4800 Deer Lake Dr. E, 3rd Floor, Jacksonville, FL 32246-6486
|
1,013,989.048
|
9.83%
|
|
American Enterprise Investment SVC
|
707 2nd Ave. S., Minneapolis, MN 55402-2405
|
850,217.801
|
8.24%
|
|
Charles Schwab & Co. Inc.
|
211 Main St., San Francisco, CA 94105
|
777,088.025
|
7.53%
|
|
Morgan Stanley Smith Barney LLC
|
1 New York Plaza FL 12, New York, NY 10004-1901
|
755,476.227
|
7.32%
|
|
UBS WM USA
|
1000 Harbor Blvd., Weehawken, NJ 07086
|
725,986.404
|
7.04%
|
Class C
|
|
|
|
|
|
American Enterprise Investment SVC
|
707 2nd Ave. S., Minneapolis, MN 55402-2405
|
576,547.396
|
18.27%
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
440,553.180
|
13.96%
|
|
Morgan Stanley Smith Barney LLC
|
1 New York Plaza FL 12, New York, NY 10004-1901
|
437,758.901
|
13.87%
|
|
Merrill Lynch, Pierce, Fenner & Smith
|
4800 Deer Lake Dr. E, 3rd Floor, Jacksonville, FL 32246-6486
|
378,158.981
|
11.98%
|
|
LPL Financial
|
4707 Executive Drive, San Diego, CA 92121-3091
|
279,149.420
|
8.84%
|
|
UBS WM USA
|
1000 Harbor Blvd., Weehawken, NJ 07086
|
252,791.450
|
8.01%
|
|
Raymond James
|
880 Carillon Parkway, St. Petersburg, FL 33716
|
208,161.873
|
6.59%
|
Class I
|
|
|
|
|
|
American Enterprise Investment SVC
|
707 2nd Ave. S., Minneapolis, MN 55402-2405
|
22,052,342.902
|
23.09%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
11,305,671.677
|
11.84%
|
|
LPL Financial
|
4707 Executive Drive, San Diego, CA 92121-3091
|
8,200,914.568
|
8.59%
|
|
UBS WM USA
|
1000 Harbor Blvd., Weehawken, NJ 07086
|
7,075,721.667
|
7.41%
|
|
Merrill Lynch, Pierce, Fenner & Smith
|
4800 Deer Lake Dr. E, 3rd Floor, Jacksonville, FL 32246-6486
|
6,290,153.045
|
6.58%
|
|
Morgan Stanley Smith Barney LLC
|
1 New York Plaza FL 12, New York, NY 10004-1901
|
5,982,354.081
|
6.26%
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
5,565,653.640
|
5.82%
|
|
|
|
|
|
Eaton Vance National Municipal Income Fund
|
|
|
Class A
|
|
|
|
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
24,065,029.393
|
15.06%
|
|
Merrill Lynch, Pierce, Fenner & Smith
|
4800 Deer Lake Dr. E, 3rd Floor, Jacksonville, FL 32246-6486
|
18,358,250.728
|
11.49%
|
|
Morgan Stanley Smith Barney LLC
|
1 New York Plaza FL 12, New York, NY 10004-1901
|
14,888,648.078
|
9.31%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
13,589,401.939
|
8.50%
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
10,698,013.115
|
6.69%
|
|
UBS WM USA
|
1000 Harbor Blvd., Weehawken, NJ 07086
|
9,261,215.267
|
5.79%
|
|
Raymond James
|
880 Carillon Parkway, St. Petersburg, FL 33716
|
8,041,511.766
|
5.03%
|
|
Address
|
Amount of Securities
Owned
|
Percentage
Owned
|
Class C
|
|
|
|
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
1,843,050.240
|
18.31%
|
|
LPL Financial
|
4707 Executive Drive, San Diego, CA 92121-3091
|
1,175,955.767
|
11.68%
|
|
Merrill Lynch, Pierce, Fenner & Smith
|
4800 Deer Lake Dr. E, 3rd Floor, Jacksonville, FL 32246-6486
|
1,083,908.155
|
10.76%
|
|
American Enterprise Investment SVC
|
707 2nd Ave. S., Minneapolis, MN 55402-2405
|
879,660.649
|
8.74%
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
825,696.036
|
8.20%
|
|
Morgan Stanley Smith Barney LLC
|
1 New York Plaza FL 12, New York, NY 10004-1901
|
801,171.252
|
7.96%
|
|
Raymond James
|
880 Carillon Parkway, St. Petersburg, FL 33716
|
720,899.914
|
7.16%
|
|
UBS WM USA
|
1000 Harbor Blvd., Weehawken, NJ 07086
|
581,274.100
|
5.77%
|
Class I
|
|
|
|
|
|
LPL Financial
|
4707 Executive Drive, San Diego, CA 92121-3091
|
27,921,641.180
|
15.12%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
27,481,498.485
|
14.89%
|
|
Merrill Lynch, Pierce, Fenner & Smith
|
4800 Deer Lake Dr. E, 3rd Floor, Jacksonville, FL 32246-6486
|
18,911,194.236
|
10.24%
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
18,591,167.476
|
10.07%
|
|
American Enterprise Investment SVC
|
707 2nd Ave. S., Minneapolis, MN 55402-2405
|
15,325,542.226
|
8.30%
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
11,468,646.882
|
6.21%
|
|
UBS WM USA
|
1000 Harbor Blvd., Weehawken, NJ 07086
|
11,231,778.779
|
6.08%
|
|
Raymond James
|
880 Carillon Parkway, St. Petersburg, FL 33716
|
10,842,592.291
|
5.87%
|
|
|
|
|
|
Eaton Vance New Jersey Municipal Income Fund
|
|
|
|
Class A
|
|
|
|
|
|
Morgan Stanley Smith Barney LLC
|
1 New York Plaza FL 12, New York, NY 10004-1901
|
1,691,348.458
|
16.02%
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
1,373,862.222
|
13.01%
|
|
Merrill Lynch, Pierce, Fenner & Smith
|
4800 Deer Lake Dr. E, 3rd Floor, Jacksonville, FL 32246-6486
|
1,343,168.997
|
12.72%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
660,018.228
|
6.25%
|
Class C
|
|
|
|
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
254,666.369
|
26.26%
|
|
UBS WM USA
|
1000 Harbor Blvd., Weehawken, NJ 07086
|
130,093.140
|
13.41%
|
|
J P Morgan Securities LLC
|
4 Chase Metrotech Center, Brooklyn, NY 11245
|
120,006.080
|
12.37%
|
|
Merrill Lynch, Pierce, Fenner & Smith
|
4800 Deer Lake Dr. E, 3rd Floor, Jacksonville, FL 32246-6486
|
95,202.165
|
9.81%
|
|
Morgan Stanley Smith Barney LLC
|
1 New York Plaza FL 12, New York, NY 10004-1901
|
69,429.620
|
7.16%
|
Class I
|
|
|
|
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
1,676,757.289
|
22.89%
|
|
Merrill Lynch, Pierce, Fenner & Smith
|
4800 Deer Lake Dr. E, 3rd Floor, Jacksonville, FL 32246-6486
|
929,989.134
|
12.69%
|
|
American Enterprise Investment SVC
|
707 2nd Ave. S., Minneapolis, MN 55402-2405
|
813,103.279
|
11.10%
|
|
Morgan Stanley Smith Barney LLC
|
1 New York Plaza FL 12, New York, NY 10004-1901
|
648,986.980
|
8.86%
|
|
TD Ameritrade
|
PO Box 2226, Omaha, NE 68103-2226
|
571,708.331
|
7.80%
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
530,136.478
|
7.23%
|
|
Charles Schwab & Co. Inc.
|
211 Main St., San Francisco, CA 94105
|
407,087.440
|
5.55%
|
|
LPL Financial
|
4707 Executive Drive, San Diego, CA 92121-3091
|
394,914.310
|
5.39%
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
382,426.426
|
5.22%
|
|
|
|
|
|
Eaton Vance New York Municipal Income Fund
|
|
|
|
Class A
|
|
|
|
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
3,533,980.823
|
15.05%
|
|
Morgan Stanley Smith Barney LLC
|
1 New York Plaza FL 12, New York, NY 10004-1901
|
3,210,293.733
|
13.67%
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
2,205,277.186
|
9.39%
|
|
JP Morgan Securities LLC
|
4 Chase Metrotech Center, Brooklyn, NY 11245
|
2,113,031.494
|
9.00%
|
|
Merrill Lynch, Pierce, Fenner & Smith
|
4800 Deer Lake Dr. E. 3rd Floor, Jacksonville, FL 32246-6486
|
2,000,201.611
|
8.52%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
1,649,687.552
|
7.02%
|
|
UBS WM USA
|
1000 Harbor Blvd., Weehawken, NJ 07086
|
1,198,456.594
|
5.10%
|
Class C
|
|
|
|
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
464,941.517
|
17.19%
|
|
Merrill Lynch, Pierce, Fenner & Smith
|
4800 Deer Lake Dr. E. 3rd Floor, Jacksonville, FL 32246-6486
|
310,105.251
|
11.46%
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
297,326.533
|
10.99%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
287,895.273
|
10.64%
|
|
Address
|
Amount of Securities
Owned
|
Percentage
Owned
|
|
Morgan Stanley Smith Barney LLC
|
1 New York Plaza FL 12, New York, NY 10004-1901
|
260,428.716
|
9.63%
|
|
LPL Financial
|
4707 Executive Drive, San Diego, CA 92121-3091
|
240,862.452
|
8.90%
|
|
JP Morgan Securities LLC
|
4 Chase Metrotech Center, Brooklyn, NY 11245
|
208,112.387
|
7.69%
|
|
American Enterprise Investment SVC
|
707 2nd Ave. S., Minneapolis, MN 55402-2405
|
176,736.863
|
6.53%
|
|
Raymond James
|
880 Carillon Parkway, St. Petersburg, FL 33716
|
149,456.922
|
5.52%
|
Class I
|
|
|
|
|
|
American Enterprise Investment SVC
|
707 2nd Ave. S., Minneapolis, MN 55402-2405
|
2,297,602.052
|
14.20%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
2,150,790.148
|
13.29%
|
|
LPL Financial
|
4707 Executive Drive, San Diego, CA 92121-3091
|
1,876,592.718
|
11.59%
|
|
Merrill Lynch, Pierce, Fenner & Smith
|
4800 Deer Lake Dr. E. 3rd Floor, Jacksonville, FL 32246-6486
|
1,721,060.443
|
10.63%
|
|
Morgan Stanley Smith Barney LLC
|
1 New York Plaza FL 12, New York, NY 10004-1901
|
1,481,561.610
|
9.15%
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
1,385,700.940
|
8.56%
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
999,284.284
|
6.17%
|
Eaton Vance North Carolina Municipal Income Fund
|
|
|
|
Class A
|
|
|
|
|
|
Edward D. Jones & Co.
|
12555 Manchester Road, St. Louis, MO 63131-3710
|
1,454,558.928
|
20.50%
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
1,010,735.907
|
14.25%
|
|
Morgan Stanley Smith Barney LLC
|
1 New York Plaza FL 12, New York, NY 10004-1901
|
858,563.736
|
12.10%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
657,710.938
|
9.27%
|
|
Merrill Lynch, Pierce, Fenner & Smith
|
4800 Deer Lake Dr. E, 3rd Floor, Jacksonville, FL 32246-6486
|
573,802.701
|
8.09%
|
Class C
|
|
|
|
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
530,593.443
|
49.11%
|
|
Raymond James
|
880 Carillon Parkway, St. Petersburg, FL 33716
|
192,956.703
|
17.86%
|
|
Edward D. Jones & Co.
|
12555 Manchester Road, St. Louis, MO 63131-3710
|
85,363.300
|
7.90%
|
|
Merrill Lynch, Pierce, Fenner & Smith
|
4800 Deer Lake Dr. E, 3rd Floor, Jacksonville, FL 32246-6486
|
67,128.469
|
6.21%
|
Class I
|
|
|
|
|
|
Merrill Lynch, Pierce, Fenner & Smith
|
4800 Deer Lake Dr. E, 3rd Floor, Jacksonville, FL 32246-6486
|
1,802,437.846
|
20.99%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
1,066,443.655
|
12.42%
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
746,376.167
|
8.69%
|
|
American Enterprise Investment SVC
|
707 2nd Ave. S., Minneapolis, MN 55402-2405
|
614,011.371
|
7.15%
|
|
|
|
|
|
Eaton Vance Ohio Municipal Income Fund
|
|
|
|
Class A
|
|
|
|
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
2,357,272.106
|
20.32%
|
|
Morgan Stanley Smith Barney LLC
|
1 New York Plaza FL 12, New York, NY 10004-1901
|
1,276,972.215
|
11.01%
|
|
Merrill Lynch, Pierce, Fenner & Smith
|
4800 Deer Lake Dr. E, 3rd Floor, Jacksonville, FL 32246-6486
|
1,111,995.415
|
9.58%
|
|
Edward D. Jones & Co.
|
12555 Manchester Road, St. Louis, MO 63131-3710
|
980,922.025
|
8.45%
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
787,787.805
|
6.79%
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
704,566.321
|
6.07%
|
|
UBS WM USA
|
1000 Harbor Blvd., Weehawken, NJ 07086
|
603,278.133
|
5.20%
|
Class C
|
|
|
|
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
310,653.824
|
30.30%
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
168,077.572
|
16.39%
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
86,482.429
|
8.43%
|
|
UBS WM USA
|
1000 Harbor Blvd., Weehawken, NJ 07086
|
74,489.648
|
7.26%
|
|
Charles Schwab & Co. Inc.
|
211 Main St., San Francisco, CA 94105
|
69,823.370
|
6.81%
|
|
American Enterprise Investment SVC
|
707 2nd Ave. S., Minneapolis, MN 55402-2405
|
67,910.079
|
6.62%
|
|
Merrill Lynch, Pierce, Fenner & Smith
|
4800 Deer Lake Dr. E, 3rd Floor, Jacksonville, FL 32246-6486
|
66,813.190
|
6.51%
|
|
Raymond James
|
880 Carillon Parkway, St. Petersburg, FL 33716
|
65,059.306
|
6.34%
|
Class I
|
|
|
|
|
|
American Enterprise Investment SVC
|
707 2nd Ave. S., Minneapolis, MN 55402-2405
|
1,406,780.397
|
20.26%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
1,244,523.425
|
17.92%
|
|
Merrill Lynch, Pierce, Fenner & Smith
|
4800 Deer Lake Dr. E, 3rd Floor, Jacksonville, FL 32246-6486
|
569,566.879
|
8.20%
|
|
UBS WM USA
|
1000 Harbor Blvd., Weehawken, NJ 07086
|
567,398.075
|
8.17%
|
|
Morgan Stanley Smith Barney LLC
|
1 New York Plaza FL 12, New York, NY 10004-1901
|
548,935.157
|
7.90%
|
|
Raymond James
|
880 Carillon Parkway, St. Petersburg, FL 33716
|
489,129.912
|
7.04%
|
|
LPL Financial
|
4707 Executive Drive, San Diego, CA 92121-3091
|
470,847.871
|
6.78%
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
400,357.218
|
5.76%
|
|
Charles Schwab & Co. Inc.
|
211 Main St., San Francisco, CA 94105
|
369,613.987
|
5.32%
|
|
|
|
|
|
|
Address
|
Amount of Securities
Owned
|
Percentage
Owned
|
Eaton Vance Oregon Municipal Income Fund
|
|
|
|
Class A
|
|
|
|
|
|
Edward D. Jones & Co.
|
12555 Manchester Road, St. Louis, MO 63131-3710
|
3,418,774.437
|
34.56%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
823,377.594
|
8.32%
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
817,136.024
|
8.26%
|
|
Merrill Lynch, Pierce, Fenner & Smith
|
4800 Deer Lake Dr. E, 3rd Floor, Jacksonville, FL 32246-6486
|
616,159.021
|
6.22%
|
|
Charles Schwab & Co. Inc.
|
211 Main St., San Francisco, CA 94105
|
604,081.748
|
6.10%
|
|
Morgan Stanley Smith Barney LLC
|
1 New York Plaza FL 12, New York, NY 10004-1901
|
582,278.136
|
5.88%
|
|
Charles Schwab & Co. Inc.
|
211 Main St., San Francisco, CA 94105
|
549,248.374
|
5.55%
|
|
LPL Financial
|
4707 Executive Drive, San Diego, CA 92121-3091
|
536,054.516
|
5.41%
|
Class C
|
|
|
|
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
286,970.915
|
27.43%
|
|
American Enterprise Investment SVC
|
707 2nd Ave. S., Minneapolis, MN 55402-2405
|
123,515.431
|
11.80%
|
|
Morgan Stanley Smith Barney LLC
|
1 New York Plaza FL 12, New York, NY 10004-1901
|
116,992.686
|
11.18%
|
|
Edward D. Jones & Co.
|
12555 Manchester Road, St. Louis, MO 63131-3710
|
112,616.785
|
10.76%
|
|
LPL Financial
|
4707 Executive Drive, San Diego, CA 92121-3091
|
105,118.559
|
10.04%
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
78,089.148
|
7.46%
|
|
Merrill Lynch, Pierce, Fenner & Smith
|
4800 Deer Lake Dr. E, 3rd Floor, Jacksonville, FL 32246-6486
|
65,822.709
|
6.29%
|
Class I
|
|
|
|
|
|
Morgan Stanley Smith Barney LLC
|
1 New York Plaza FL 12, New York, NY 10004-1901
|
2,297,362.390
|
25.81%
|
|
American Enterprise Investment SVC
|
707 2nd Ave. S., Minneapolis, MN 55402-2405
|
1,379,567.884
|
15.50%
|
|
LPL Financial
|
4707 Executive Drive, San Diego, CA 92121-3091
|
1,026,708.067
|
11.53%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
747,202.950
|
8.39%
|
|
Charles Schwab & Co. Inc.
|
211 Main St., San Francisco, CA 94105
|
608,834.044
|
6.84%
|
|
Raymond James
|
880 Carillon Parkway, St. Petersburg, FL 33716
|
571,114.930
|
6.41%
|
|
SEI Private Trust Company
|
1 Freedom Valley Drive, Oaks, PA 19456
|
463,927.343
|
5.21%
|
|
|
|
|
|
Eaton Vance Pennsylvania Municipal Income Fund
|
|
|
|
Class A
|
|
|
|
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
2,984,274.269
|
20.95%
|
|
Morgan Stanley Smith Barney LLC
|
1 New York Plaza FL 12, New York, NY 10004-1901
|
1,600,549.478
|
11.24%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
1,415,255.710
|
9.93%
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
1,068,793.260
|
7.50%
|
|
Charles Schwab & Co. Inc.
|
211 Main St., San Francisco, CA 94105
|
907,555.617
|
6.37%
|
|
Merrill Lynch, Pierce, Fenner & Smith
|
4800 Deer Lake Dr. E, 3rd Floor, Jacksonville, FL 32246-6486
|
757,792.542
|
5.32%
|
|
LPL Financial
|
4707 Executive Drive, San Diego, CA 92121-3091
|
752,173.905
|
5.28%
|
Class C
|
|
|
|
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
600,468.988
|
53.83%
|
|
LPL Financial
|
4707 Executive Drive, San Diego, CA 92121-3091
|
104,259.546
|
9.34%
|
|
Morgan Stanley Smith Barney LLC
|
1 New York Plaza FL 12, New York, NY 10004-1901
|
65,386.826
|
5.86%
|
|
Charles Schwab & Co. Inc.
|
211 Main St., San Francisco, CA 94105
|
61,714.910
|
5.53%
|
Class I
|
|
|
|
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
992,813.837
|
12.96%
|
|
Wells Fargo Bank N.A.
|
PO Box 1533, Minneapolis, MN 55480
|
875,406.635
|
11.42%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
621,313.907
|
8.11%
|
|
Morgan Stanley Smith Barney LLC
|
1 New York Plaza FL 12, New York, NY 10004-1901
|
499,640.472
|
6.52%
|
|
American Enterprise Investment SVC
|
707 2nd Ave. S., Minneapolis, MN 55402-2405
|
454,889.003
|
5.93%
|
|
LPL Financial
|
4707 Executive Drive, San Diego, CA 92121-3091
|
442,267.219
|
5.77%
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
425,185.889
|
5.55%
|
|
|
|
|
|
Eaton Vance South Carolina Municipal Income Fund
|
|
|
|
Class A
|
|
|
|
|
|
Edward D. Jones & Co.
|
12555 Manchester Road, St. Louis, MO 63131-3710
|
1,933,996.905
|
22.46%
|
|
Morgan Stanley Smith Barney LLC
|
1 New York Plaza FL 12, New York, NY 10004-1901
|
1,344,023.151
|
15.61%
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
1,301,187.569
|
15.11%
|
|
Raymond James
|
880 Carillon Parkway, St. Petersburg, FL 33716
|
703,057.006
|
8.16%
|
|
Merrill Lynch, Pierce, Fenner & Smith
|
4800 Deer Lake Dr. E, 3rd Floor, Jacksonville, FL 32246-6486
|
633,679.887
|
7.36%
|
|
Charles Schwab & Co. Inc.
|
211 Main St., San Francisco, CA 94105
|
594,389.621
|
6.90%
|
|
LPL Financial
|
4707 Executive Drive, San Diego, CA 92121-3091
|
527,367.021
|
6.12%
|
|
Address
|
Amount of Securities
Owned
|
Percentage
Owned
|
Class C
|
|
|
|
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
212,869.871
|
18.55%
|
|
Edward D. Jones & Co.
|
12555 Manchester Road, St. Louis, MO 63131-3710
|
195,800.901
|
17.07%
|
|
Merrill Lynch, Pierce, Fenner & Smith
|
4800 Deer Lake Dr. E, 3rd Floor, Jacksonville, FL 32246-6486
|
165,331.502
|
14.41%
|
|
Morgan Stanley Smith Barney LLC
|
1 New York Plaza FL 12, New York, NY 10004-1901
|
121,781.526
|
10.61%
|
|
LPL Financial
|
4707 Executive Drive, San Diego, CA 92121-3091
|
96,427.083
|
8.40%
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
78,226.507
|
6.82%
|
|
Raymond James
|
880 Carillon Parkway, St. Petersburg, FL 33716
|
73,262.292
|
6.38%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
58,732.336
|
5.12%
|
Class I
|
|
|
|
|
|
Merrill Lynch, Pierce, Fenner & Smith
|
4800 Deer Lake Dr. E, 3rd Floor, Jacksonville, FL 32246-6486
|
1,318,077.148
|
20.54%
|
|
LPL Financial
|
4707 Executive Drive, San Diego, CA 92121-3091
|
750,919.739
|
11.70%
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
729,829.282
|
11.37%
|
|
TD Ameritrade
|
PO Box 2226, Omaha, NE 68103-2226
|
638,792.238
|
9.95%
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
561,277.975
|
8.74%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
536,553.952
|
8.36%
|
|
Charles Schwab & Co. Inc.
|
211 Main St., San Francisco, CA 94105
|
467,807.095
|
7.29%
|
|
American Enterprise Investment SVC
|
707 2nd Ave. S., Minneapolis, MN 55402-2405
|
343,845.770
|
5.35%
|
|
Raymond James
|
880 Carillon Parkway, St. Petersburg, FL 33716
|
321,108.644
|
5.00%
|
|
|
|
|
|
Eaton Vance Virginia Municipal Income Fund
|
|
|
|
Class A
|
|
|
|
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
859,324.291
|
14.54%
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
781,096.580
|
13.22%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
670,916.047
|
11.35%
|
|
Morgan Stanley Smith Barney LLC
|
1 New York Plaza FL 12, New York, NY 10004-1901
|
656,277.614
|
11.11%
|
|
Merrill Lynch, Pierce, Fenner & Smith
|
4800 Deer Lake Dr. E, 3rd Floor, Jacksonville, FL 32246-6486
|
543,327.386
|
9.19%
|
|
UBS WM USA
|
1000 Harbor Blvd., Weehawken, NJ 07086
|
319,548.449
|
5.41%
|
Class C
|
|
|
|
|
|
Raymond James
|
880 Carillon Parkway, St. Petersburg, FL 33716
|
222,228.073
|
45.81%
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
83,198.760
|
17.15%
|
|
UBS WM USA
|
1000 Harbor Blvd., Weehawken, NJ 07086
|
43,845.679
|
9.03%
|
|
Merrill Lynch, Pierce, Fenner & Smith
|
4800 Deer Lake Dr. E, 3rd Floor, Jacksonville, FL 32246-6486
|
35,914.212
|
7.40%
|
Class I
|
|
|
|
|
|
Charles Schwab & Co. Inc.
|
211 Main St., San Francisco, CA 94105
|
532,716.535
|
21.39%
|
|
Merrill Lynch, Pierce, Fenner & Smith
|
4800 Deer Lake Dr. E, 3rd Floor, Jacksonville, FL 32246-6486
|
364,729.989
|
14.64%
|
|
Raymond James
|
880 Carillon Parkway, St. Petersburg, FL 33716
|
264,319.835
|
10.61%
|
|
LPL Financial
|
4707 Executive Drive, San Diego, CA 92121-3091
|
247,305.652
|
9.93%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
166,617.494
|
6.69%
|
|
American Enterprise Investment SVC
|
707 2nd Ave. S., Minneapolis, MN 55402-2405
|
157,297.081
|
6.31%
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
147,334.457
|
5.91%
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
126,466.099
|
5.07%
|
|
|
|
|
|
Eaton Vance Municipals Trust II
|
|
|
|
|
|
|
|
|
Eaton Vance High Yield Municipal Income Fund
|
|
|
|
Class A
|
|
|
|
|
|
Merrill Lynch, Pierce, Fenner & Smith
|
4800 Deer Lake Dr. E, 3rd Floor, Jacksonville, FL 32246-6486
|
7,651,699.855
|
17.20%
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
5,960,583.970
|
13.40%
|
|
Morgan Stanley Smith Barney LLC
|
1 New York Plaza FL 12, New York, NY 10004-1901
|
5,857,666.634
|
13.17%
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
3,625,436.065
|
8.15%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
3,256,709.497
|
7.32%
|
|
UBS WM USA
|
1000 Harbor Blvd., Weehawken, NJ 07086
|
2,349,456.574
|
5.28%
|
|
American Enterprise Investment SVC
|
707 2nd Ave. S., Minneapolis, MN 55402-2405
|
2,247,759.304
|
5.05%
|
|
Charles Schwab & Co. Inc.
|
211 Main St., San Francisco, CA 94105
|
2,235,554.833
|
5.02%
|
Class C
|
|
|
|
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
3,414,253.391
|
29.67%
|
|
Morgan Stanley Smith Barney LLC
|
1 New York Plaza FL 12, New York, NY 10004-1901
|
1,268,264.538
|
11.02%
|
|
Merrill Lynch, Pierce, Fenner & Smith
|
4800 Deer Lake Dr. E, 3rd Floor, Jacksonville, FL 32246-6486
|
1,161,587.260
|
10.09%
|
|
Address
|
Amount of Securities
Owned
|
Percentage
Owned
|
|
American Enterprise Investment SVC
|
707 2nd Ave. S., Minneapolis, MN 55402-2405
|
887,752.177
|
7.71%
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
821,496.592
|
7.13%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
804,807.670
|
6.99%
|
|
Raymond James
|
880 Carillon Parkway, St. Petersburg, FL 33716
|
804,866.299
|
6.99%
|
Class I
|
|
|
|
|
|
Morgan Stanley Smith Barney LLC
|
1 New York Plaza FL 12, New York, NY 10004-1901
|
27,707,882.692
|
27.15%
|
|
UBS WM USA
|
1000 Harbor Blvd., Weehawken, NJ 07086
|
12,,26,403.061
|
12.47%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
11,546,077.193
|
11.31%
|
|
Merrill Lynch, Pierce, Fenner & Smith
|
4800 Deer Lake Dr. E, 3rd Floor, Jacksonville, FL 32246-6486
|
9,835,438.948
|
9.64%
|
|
American Enterprise Investment SVC
|
707 2nd Ave. S., Minneapolis, MN 55402-2405
|
6,953,046.771
|
6.81%
|
|
Charles Schwab & Co. Inc.
|
211 Main St., San Francisco, CA 94105
|
6,338,856.035
|
6.21%
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
5,710,712.187
|
5.59%
|
|
|
|
|
|
Parametric TABS Intermediate-Term Municipal Bond Fund
|
|
|
Class A
|
|
|
|
|
|
Merrill Lynch, Pierce, Fenner & Smith
|
4800 Deer Lake Dr. E, 3rd Floor, Jacksonville, FL 32246-6486
|
2,407,953.268
|
48.89%
|
|
Morgan Stanley Smith Barney LLC
|
1 New York Plaza FL 12, New York, NY 10004-1901
|
1,028,724.781
|
20.88%
|
|
UBS WM USA
|
1000 Harbor Blvd., Weehawken, NJ 07086
|
495,831.958
|
10.06%
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
257,320.124
|
5.22%
|
Class C
|
|
|
|
|
|
Merrill Lynch, Pierce, Fenner & Smith
|
4800 Deer Lake Dr. E, 3rd Floor, Jacksonville, FL 32246-6486
|
451,183.763
|
51.06%
|
|
Morgan Stanley Smith Barney LLC
|
1 New York Plaza FL 12, New York, NY 10004-1901
|
118,754.101
|
13.44%
|
|
American Enterprise Investment SVC
|
707 2nd Ave. S., Minneapolis, MN 55402-2405
|
75,738.232
|
8.57%
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
63,454.767
|
7.18%
|
Class I
|
|
|
|
|
|
Merrill Lynch, Pierce, Fenner & Smith
|
4800 Deer Lake Dr. E, 3rd Floor, Jacksonville, FL 32246-6486
|
20,105,437.635
|
52.38%
|
|
Morgan Stanley Smith Barney LLC
|
1 New York Plaza FL 12, New York, NY 10004-1901
|
8,464,587.302
|
22.05%
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
2,250,771.060
|
5.86%
|
|
UBS WM USA
|
1000 Harbor Blvd., Weehawken, NJ 07086
|
2,033,898.118
|
5.29%
|
|
|
|
|
|
Parametric TABS Short-Term Municipal Bond Fund
|
|
|
|
Class A
|
|
|
|
|
|
Morgan Stanley Smith Barney LLC
|
1 New York Plaza FL 12, New York, NY 10004-1901
|
2,422,973.088
|
20.13%
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
2,098,953.535
|
17.44%
|
|
Merrill Lynch, Pierce, Fenner & Smith
|
4800 Deer Lake Dr. E, 3rd Floor, Jacksonville, FL 32246-6486
|
1,760,155.924
|
14.62%
|
|
UBS WM USA
|
1000 Harbor Blvd., Weehawken, NJ 07086
|
1,556,686.183
|
12.93%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
779,231.689
|
6.47%
|
Class C
|
|
|
|
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
177,353.805
|
23.32%
|
|
Merrill Lynch, Pierce, Fenner & Smith
|
4800 Deer Lake Dr. E, 3rd Floor, Jacksonville, FL 32246-6486
|
135,465.697
|
17.81%
|
|
American Enterprise Investment SVC
|
707 2nd Ave. S., Minneapolis, MN 55402-2405
|
69,152.346
|
9.09%
|
|
Morgan Stanley Smith Barney LLC
|
1 New York Plaza FL 12, New York, NY 10004-1901
|
66,778.967
|
8.78%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
61,278.709
|
8.05%
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
55,650.803
|
7.31%
|
|
LPL Financial
|
4707 Executive Drive, San Diego, CA 92121-3091
|
45,154.415
|
5.93%
|
Class I
|
|
|
|
|
|
Merrill Lynch, Pierce, Fenner & Smith
|
4800 Deer Lake Dr. E, 3rd Floor, Jacksonville, FL 32246-6486
|
4,805,468.015
|
19.64%
|
|
Morgan Stanley Smith Barney LLC
|
1 New York Plaza FL 12, New York, NY 10004-1901
|
3,643,225.859
|
14.89%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
2,595,720.928
|
10.60%
|
|
Charles Schwab & Co. Inc.
|
211 Main St., San Francisco, CA 94105
|
2,407,985.616
|
9.84%
|
|
UBS WM USA
|
1000 Harbor Blvd., Weehawken, NJ 07086
|
2,269,619.960
|
9.27%
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
1,982,602.284
|
8.10%
|
|
Raymond James
|
880 Carillon Parkway, St. Petersburg, FL 33716
|
1,324,179.228
|
5.41%
|
|
|
|
|
|
Parametric TABS 5-to-15 Year Laddered Municipal Bond Fund
|
|
|
Class A
|
|
|
|
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
1,435,835.307
|
21.59%
|
|
Merrill Lynch, Pierce, Fenner & Smith
|
4800 Deer Lake Dr. E, 3rd Floor, Jacksonville, FL 32246-6486
|
1,174,227.278
|
17.65%
|
|
American Enterprise Investment SVC
|
707 2nd Ave. S., Minneapolis, MN 55402-2405
|
920,003.265
|
13.83%
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
670,002.918
|
10.07%
|
|
Morgan Stanley Smith Barney LLC
|
1 New York Plaza FL 12, New York, NY 10004-1901
|
368,252.179
|
5.53%
|
|
Address
|
Amount of Securities
Owned
|
Percentage
Owned
|
Class C
|
|
|
|
|
|
Merrill Lynch, Pierce, Fenner & Smith
|
4800 Deer Lake Dr. E, 3rd Floor, Jacksonville, FL 32246-6486
|
662,562.533
|
23.61%
|
|
American Enterprise Investment SVC
|
707 2nd Ave. S., Minneapolis, MN 55402-2405
|
362,973.198
|
12.93%
|
|
Morgan Stanley Smith Barney LLC
|
1 New York Plaza FL 12, New York, NY 10004-1901
|
295,419.479
|
10.52%
|
|
LPL Financial
|
4707 Executive Drive, San Diego, CA 92121-3091
|
293,866.910
|
10.47%
|
|
Raymond James
|
880 Carillon Parkway, St. Petersburg, FL 33716
|
274,538.784
|
9.78%
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
201,880.149
|
7.19%
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
149,675.455
|
5.33%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
144,929.992
|
5.16%
|
Class I
|
|
|
|
|
|
Merrill Lynch, Pierce, Fenner & Smith
|
4800 Deer Lake Dr. E, 3rd Floor, Jacksonville, FL 32246-6486
|
12,115,781.577
|
21.32%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
6,735,181.506
|
11.85%
|
|
LPL Financial
|
4707 Executive Drive, San Diego, CA 92121-3091
|
6,470,295.117
|
11.38%
|
|
American Enterprise Investment SVC
|
707 2nd Ave. S., Minneapolis, MN 55402-2405
|
5,796,651.426
|
10.20%
|
|
Morgan Stanley Smith Barney LLC
|
1 New York Plaza FL 12, New York, NY 10004-1901
|
5,796,953.685
|
10.20%
|
|
Raymond James
|
880 Carillon Parkway, St. Petersburg, FL 33716
|
4,537,212.540
|
7.98%
|
|
Charles Schwab & Co. Inc.
|
211 Main St., San Francisco, CA 94105
|
4,260,977.747
|
7.49%
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
3,399,641.732
|
5.98%
|
|
UBS WM USA
|
1000 Harbor Blvd., Weehawken, NJ 07086
|
3,341,143.258
|
5.87%
|
|
|
|
|
|
Parametric TABS 1-to-10 Year Laddered Municipal Bond Fund
|
|
|
Class A
|
|
|
|
|
|
SEI Private Trust Company
|
1 Freedom Valley Drive, Oaks, PA 19456
|
817,034.042
|
44.20%
|
|
Morgan Stanley Smith Barney LLC
|
1 New York Plaza FL 12, New York, NY 10004-1901
|
276,783.350
|
14.97%
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
196,163.546
|
10.61%
|
|
SEI Private Trust Company
|
1 Freedom Valley Drive, Oaks, PA 19456
|
179,817.305
|
9.72%
|
|
LPL Financial
|
4707 Executive Drive, San Diego, CA 92121-3091
|
146,302.603
|
7.91%
|
Class C
|
|
|
|
|
|
Raymond James
|
880 Carillon Parkway, St. Petersburg, FL 33716
|
125,107.215
|
33.61%
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
73,602.327
|
19.77%
|
|
LPL Financial
|
4707 Executive Drive, San Diego, CA 92121-3091
|
45,492.401
|
12.22%
|
|
Lucy H. Doggrell-Smith
|
8512 Maple Ln., Edmonds, WA 98026-8222
|
39,344.805
|
10.57%
|
|
UBS WM USA
|
1000 Harbor Blvd., Weehawken, NJ 07086
|
22,462.191
|
6.03%
|
|
Morgan Stanley Smith Barney LLC
|
1 New York Plaza FL 12, New York, NY 10004-1901
|
21,437.441
|
5.75%
|
Class I
|
|
|
|
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
1,254,334.692
|
23.02%
|
|
UBS WM USA
|
1000 Harbor Blvd., Weehawken, NJ 07086
|
950,147.485
|
17.43%
|
|
LPL Financial
|
4707 Executive Drive, San Diego, CA 92121-3091
|
864,644.385
|
15.86%
|
|
Charles Schwab & Co. Inc.
|
211 Main St., San Francisco, CA 94105
|
803,100.402
|
14.73%
|
|
Morgan Stanley Smith Barney LLC
|
1 New York Plaza FL 12, New York, NY 10004-1901
|
484,960.890
|
8.90%
|
|
American Enterprise Investment SVC
|
707 2nd Ave. S., Minneapolis, MN 55402-2405
|
352,939.714
|
6.47%
|
|
|
|
|
|
Parametric TABS 10-to-20 Year Laddered Municipal Bond Fund
|
|
|
Class A
|
|
|
|
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
209,525.100
|
55.44%
|
|
Morgan Stanley Smith Barney LLC
|
1 New York Plaza FL 12, New York, NY 10004-1901
|
149,008.273
|
39.43%
|
Class C
|
|
|
|
|
|
Raymond James
|
880 Carillon Parkway, St. Petersburg, FL 33716
|
26,986.676
|
58.12%
|
|
LPL Financial
|
4707 Executive Drive, San Diego, CA 92121-3091
|
11,426.162
|
24.60%
|
|
Morgan Stanley Smith Barney LLC
|
1 New York Plaza FL 12, New York, NY 10004-1901
|
5,426.918
|
11.68%
|
Class I
|
|
|
|
|
|
Eaton Vance Management*
|
Two International Place, Boston, MA 02110
|
583,842.528
|
36.42%
|
|
LPL Financial
|
4707 Executive Drive, San Diego, CA 92121-3091
|
439,936.149
|
27.44%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
169,165.192
|
10.55%
|
|
TD Ameritrade
|
PO Box 2226, Omaha, NE 68103-2226
|
105,857.385
|
6.60%
|
|
|
|
|
|
|
Address
|
Amount of Securities
Owned
|
Percentage
Owned
|
Eaton Vance Mutual Funds Trust
|
|
|
|
|
|
|
|
|
Eaton Vance AMT-Free Municipal Income Fund
|
|
|
|
Class A
|
|
|
|
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
2,096,450.955
|
12.36%
|
|
Merrill Lynch, Pierce, Fenner & Smith
|
4800 Deer Lake Dr. E, 3rd Floor, Jacksonville, FL 32246-6486
|
1,802,450.287
|
10.63%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
1,597,742.222
|
9.42%
|
|
Morgan Stanley Smith Barney LLC
|
1 New York Plaza FL 12, New York, NY 10004-1901
|
1,527,320.091
|
9.00%
|
|
UBS WM USA
|
1000 Harbor Blvd., Weehawken, NJ 07086
|
1,481,027.341
|
8.73%
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
1,456,716.973
|
8.59%
|
|
Raymond James
|
880 Carillon Parkway, St. Petersburg, FL 33716
|
1,425,926.168
|
8.41%
|
|
Charles Schwab & Co. Inc.
|
211 Main Street, San Francisco, CA 94105
|
1,058,517.883
|
6.24%
|
|
LPL Financial
|
4707 Executive Drive, San Diego, CA 92121-3091
|
916,030.984
|
5.40%
|
|
American Enterprise Investment SVC
|
707 2nd Ave S, Minneapolis, MN 55402-2405
|
886,612.478
|
5.22%
|
Class C
|
|
|
|
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
305,130.381
|
25.64%
|
|
Morgan Stanley Smith Barney LLC
|
1 New York Plaza FL 12, New York, NY 10004-1901
|
203,178.432
|
17.07%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
128,962.837
|
10.83%
|
|
UBS WM USA
|
1000 Harbor Blvd., Weehawken, NJ 07086
|
84,047.264
|
7.06%
|
|
Raymond James
|
880 Carillon Parkway, St. Petersburg, FL 33716
|
70,793.048
|
5.94%
|
|
American Enterprise Investment SVC
|
707 2nd Ave S, Minneapolis, MN 55402-2405
|
63,111.992
|
5.30%
|
|
LPL Financial
|
4707 Executive Drive, San Diego, CA 92121-3091
|
60,788.612
|
5.10%
|
|
Edward D. Jones & Co.
|
12555 Manchester Road, St. Louis, MO 63131-3710
|
60,614.953
|
5.09%
|
Class I
|
|
|
|
|
|
American Enterprise Investment SVC
|
707 2nd Ave S, Minneapolis, MN 55402-2405
|
2,692,767.487
|
15.84%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
2,434,936.505
|
14.32%
|
|
Merrill Lynch, Pierce, Fenner & Smith
|
4800 Deer Lake Dr. E, 3rd Floor, Jacksonville, FL 32246-6486
|
2,006,018.653
|
11.80%
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
1,787,076.855
|
10.51%
|
|
Morgan Stanley Smith Barney LLC
|
1 New York Plaza FL 12, New York, NY 10004-1901
|
1,324,666.766
|
7.79%
|
|
Charles Schwab & Co. Inc.
|
211 Main Street, San Francisco, CA 94105
|
995,687.586
|
5.85%
|
|
|
|
|
|
Eaton Vance Core Plus Bond Fund
|
|
|
|
Class A
|
|
|
|
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
4,065,796.458
|
46.14%
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
1,011,065.056
|
11.47%
|
|
American Enterprise Investment SVC
|
707 2nd Ave S, Minneapolis, MN 55402-2405
|
654,222.283
|
7.42%
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
630,131.967
|
7.15%
|
Class C
|
|
|
|
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
1,051,557.684
|
24.77%
|
|
American Enterprise Investment SVC
|
707 2nd Ave S, Minneapolis, MN 55402-2405
|
817,365.660
|
19.25%
|
|
LPL Financial
|
4707 Executive Drive, San Diego, CA 92121-3091
|
705,950.409
|
16.63%
|
|
Raymond James
|
880 Carillon Parkway, St. Petersburg, FL 33716
|
649,828.601
|
15.31%
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
235,689.863
|
5.55%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
216,260.481
|
5.09%
|
Class I
|
|
|
|
|
|
American Enterprise Investment SVC
|
707 2nd Ave S, Minneapolis, MN 55402-2405
|
16,098,776.024
|
37.78%
|
|
LPL Financial
|
4707 Executive Drive, San Diego, CA 92121-3091
|
7,162,386.671
|
16.81%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
3,862,507.748
|
9.06%
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
3,768,884.373
|
8.84%
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
2,864,653.621
|
6.72%
|
|
Charles Schwab & Co. Inc.
|
211 Main Street, San Francisco, CA 94105
|
2,345,379.987
|
5.50%
|
|
Raymond James
|
880 Carillon Parkway, St. Petersburg, FL 33716
|
2,167,572.017
|
5.08%
|
|
|
|
|
|
Address
|
Amount of Securities
Owned
|
Percentage
Owned
|
Eaton Vance Emerging and Frontier Countries Equity Fund
|
|
|
Class A
|
|
|
|
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
79,739.510
|
51.49%
|
|
Charles Schwab & Co. Inc.
|
211 Main Street, San Francisco, CA 94105
|
15,630.527
|
10.09%
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
14,500.858
|
9.36%
|
|
LPL Financial
|
4707 Executive Drive, San Diego, CA 92121-3091
|
10,297.691
|
6.65%
|
|
Raymond James
|
880 Carillon Parkway, St. Petersburg, FL 33716
|
9,302.718
|
6.00%
|
|
TD Ameritrade
|
PO Box 2226, Omaha, NE 68103-2226
|
9,281.133
|
5.99%
|
Class I
|
|
|
|
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
11,851,000.134
|
80.50%
|
|
USCGT DAF Growth & Income Fund C/O Eaton Vance Management
|
Two International Place, Boston, MA 02110-0000
|
1,098,918.702
|
7.46%
|
|
USCGT DAF Growth Fund C/O Eaton Vance Management
|
Two International Place, Boston, MA 02110-0000
|
806,967.273
|
5.48%
|
|
|
|
|
|
Eaton Vance Emerging Markets Debt Fund
|
|
|
|
Class I
|
|
|
|
|
|
Eaton Vance Management*
|
Two International Place, Boston, MA 02110-0000
|
800,000.000
|
93.88%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
49,045.835
|
5.75%
|
|
|
|
|
|
Eaton Vance Emerging Markets Local Income Fund
|
|
|
|
Class A
|
|
|
|
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
6,042,967.522
|
21.91%
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
4,863,281.921
|
17.63%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
2,430,817.465
|
8.81%
|
|
TD Ameritrade
|
PO Box 2226, Omaha, NE 68103-2226
|
1,733,680.298
|
6.28%
|
|
Merrill Lynch, Pierce, Fenner & Smith
|
4800 Deer Lake Dr. E, 3rd Floor, Jacksonville, FL 32246-6486
|
1,616,107.190
|
5.86%
|
|
LPL Financial
|
4707 Executive Drive, San Diego, CA 92121-3091
|
1,535,756.841
|
5.56%
|
|
Morgan Stanley Smith Barney LLC
|
1 New York Plaza FL 12, New York, NY 10004-1901
|
1,502,005.452
|
5.44%
|
Class C
|
|
|
|
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
3,344,777.324
|
29.54%
|
|
Stifel Nicolaus & Co
|
501 N. Broadway, St. Louis, MO 63102-2131
|
1,417,609.923
|
12.52%
|
|
LPL Financial
|
4707 Executive Drive, San Diego, CA 92121-3091
|
1,184,341.870
|
10.46%
|
|
Morgan Stanley Smith Barney LLC
|
1 New York Plaza FL 12, New York, NY 10004-1901
|
1,054,284.399
|
9.31%
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
1,037,962.496
|
9.16%
|
|
American Enterprise Investment SVC
|
707 2nd Ave S, Minneapolis, MN 55402-2405
|
654,564.665
|
5.78%
|
Class I
|
|
|
|
|
|
American Enterprise Investment SVC
|
707 2nd Ave S, Minneapolis, MN 55402-2405
|
37,767,546.723
|
18.54%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
28,168,266.682
|
13.83%
|
|
Morgan Stanley Smith Barney LLC
|
1 New York Plaza FL 12, New York, NY 10004-1901
|
17,897,442.828
|
8.78%
|
|
Charles Schwab & Co. Inc.
|
211 Main Street, San Francisco, CA 94105
|
16,809,181.945
|
8.25%
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
15,526,752.841
|
7.62%
|
|
LPL Financial
|
4707 Executive Drive, San Diego, CA 92121-3091
|
12,723,528.976
|
6.24%
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
12,102,247.477
|
5.94%
|
|
UBS WM USA
|
1000 Harbor Blvd., Weehawken, NJ 07086
|
10,720,313.976
|
5.26%
|
|
|
|
|
|
Eaton Vance Floating-Rate Advantage Fund
|
|
|
|
Advisers Class
|
|
|
|
|
Charles Schwab & Co. Inc.
|
211 Main Street, San Francisco, CA 94105
|
3,471,882.298
|
54.30%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
773,232.708
|
12.09%
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
756,191.331
|
11.82%
|
|
TD Ameritrade
|
PO Box 2226, Omaha, NE 68103-2226
|
753,209.116
|
11.78%
|
Class A
|
|
|
|
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
19,586,618.680
|
16.49%
|
|
Merrill Lynch, Pierce, Fenner & Smith
|
4800 Deer Lake Dr. E, 3rd Floor, Jacksonville, FL 32246-6486
|
17,340,297.730
|
14.60%
|
|
Morgan Stanley Smith Barney LLC
|
1 New York Plaza FL 12, New York, NY 10004-1901
|
12,331,988.387
|
10.38%
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
10,106,208.661
|
8.51%
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
9,456,204.278
|
7.96%
|
|
Charles Schwab & Co. Inc.
|
211 Main Street, San Francisco, CA 94105
|
8,051,639.710
|
6.78%
|
|
Address
|
Amount of Securities
Owned
|
Percentage
Owned
|
Class C
|
|
|
|
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
9,060,916.958
|
19.46%
|
|
Morgan Stanley Smith Barney LLC
|
1 New York Plaza FL 12, New York, NY 10004-1901
|
5,198,507.454
|
11.16%
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
4,922,417.090
|
10.57%
|
|
Merrill Lynch, Pierce, Fenner & Smith
|
4800 Deer Lake Dr. E, 3rd Floor, Jacksonville, FL 32246-6486
|
4,556,816.572
|
9.79%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
4,385,450.419
|
9.42%
|
|
American Enterprise Investment SVC
|
707 2nd Ave S, Minneapolis, MN 55402-2405
|
3,760,107.456
|
8.07%
|
|
Raymond James
|
880 Carillon Parkway, St. Petersburg, FL 33716
|
3,663,378.367
|
7.87%
|
|
LPL Financial
|
4707 Executive Drive, San Diego, CA 92121-3091
|
2,430,198.029
|
5.22%
|
Class I
|
|
|
|
|
|
Merrill Lynch, Pierce, Fenner & Smith
|
4800 Deer Lake Dr. E, 3rd Floor, Jacksonville, FL 32246-6486
|
62,007,284.211
|
17.95%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
45,124,812.240
|
13.06%
|
|
American Enterprise Investment SVC
|
707 2nd Ave S, Minneapolis, MN 55402-2405
|
35,793,182.325
|
10.36%
|
|
Morgan Stanley Smith Barney LLC
|
1 New York Plaza FL 12, New York, NY 10004-1901
|
30,309,208.903
|
8.77%
|
|
UBS WM USA
|
1000 Harbor Blvd., Weehawken, NJ 07086
|
28,863,266.775
|
8.35%
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
28,416,584.640
|
8.22%
|
|
LPL Financial
|
4707 Executive Drive, San Diego, CA 92121-3091
|
23,760,721.868
|
6.88%
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
19,673,370.643
|
5.69%
|
Class R6
|
|
|
|
|
|
Charles Schwab & Co. Inc.
|
211 Main Street, San Francisco, CA 94105
|
1,399,266.824
|
40.28%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
1,125,937.942
|
32.41%
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
198,063.697
|
5.70%
|
|
|
|
|
|
Eaton Vance Floating-Rate Fund
|
|
|
|
Advisers Class
|
|
|
|
|
Charles Schwab & Co. Inc.
|
211 Main Street, San Francisco, CA 94105
|
4,270,321.131
|
39.42%
|
|
TD Ameritrade
|
PO Box 2226, Omaha, NE 68103-2226
|
2,802,383.019
|
25.87%
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
1,369,479.793
|
12.64%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
909,430.245
|
8.39%
|
Class A
|
|
|
|
|
|
Merrill Lynch, Pierce, Fenner & Smith
|
4800 Deer Lake Dr. E, 3rd Floor, Jacksonville, FL 32246-6486
|
12,529,724.346
|
16.24%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
10,828,730.434
|
14.04%
|
|
Morgan Stanley Smith Barney LLC
|
1 New York Plaza FL 12, New York, NY 10004-1901
|
6,927,712.755
|
8.98%
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
6,683,368.745
|
8.66%
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
5,836,951.039
|
7.56%
|
|
Raymond James
|
880 Carillon Parkway, St. Petersburg, FL 33716
|
5,243,573.323
|
6.79%
|
|
Charles Schwab & Co. Inc.
|
211 Main Street, San Francisco, CA 94105
|
4,214,980.442
|
5.46%
|
Class C
|
|
|
|
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
2,893,719.693
|
15.36%
|
|
Merrill Lynch, Pierce, Fenner & Smith
|
4800 Deer Lake Dr. E, 3rd Floor, Jacksonville, FL 32246-6486
|
2,126,358.377
|
11.29%
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
2,034,291.397
|
10.80%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
1,991,112.728
|
10.57%
|
|
LPL Financial
|
4707 Executive Drive, San Diego, CA 92121-3091
|
1,979,470.498
|
10.51%
|
|
Morgan Stanley Smith Barney LLC
|
1 New York Plaza FL 12, New York, NY 10004-1901
|
1,918,860.271
|
10.19%
|
|
Raymond James
|
880 Carillon Parkway, St. Petersburg, FL 33716
|
1,634,926.162
|
8.68%
|
Class I
|
|
|
|
|
|
Merrill Lynch, Pierce, Fenner & Smith
|
4800 Deer Lake Dr. E, 3rd Floor, Jacksonville, FL 32246-6486
|
75,656,614.232
|
17.53%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
63,800,841.259
|
14.78%
|
|
Charles Schwab & Co. Inc.
|
211 Main Street, San Francisco, CA 94105
|
41,974,886.746
|
9.72%
|
|
Morgan Stanley Smith Barney LLC
|
1 New York Plaza FL 12, New York, NY 10004-1901
|
39,530,829.868
|
9.16%
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
37,103,797.171
|
8.60%
|
|
Charles Schwab & Co. Inc.
|
211 Main Street, San Francisco, CA 94105
|
35,503,722.409
|
8.22%
|
Class R6
|
|
|
|
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
4,821,317.863
|
9.95%
|
|
AHS Hospital Corp.
|
475 South St., Morristown, NJ 07960-6459
|
3,956,204.769
|
8.16%
|
|
|
|
|
|
|
Address
|
Amount of Securities
Owned
|
Percentage
Owned
|
Eaton Vance Floating-Rate & High Income Fund
|
|
|
|
Advisers Class
|
|
|
|
|
Charles Schwab & Co. Inc.
|
211 Main Street, San Francisco, CA 94105
|
2,921,686.408
|
57.81%
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
643,824.470
|
12.73%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
462,026.850
|
9.14%
|
Class A
|
|
|
|
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
2,763,456.946
|
16.73%
|
|
Merrill Lynch, Pierce, Fenner & Smith
|
4800 Deer Lake Dr. E, 3rd Floor, Jacksonville, FL 32246-6486
|
1,664,509.384
|
10.08%
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
1,592,217.996
|
9.64%
|
|
UBS WM USA
|
1000 Harbor Blvd., Weehawken, NJ 07086
|
1,418,277.996
|
8.59%
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
1,207,227.508
|
7.31%
|
|
Charles Schwab & Co. Inc.
|
211 Main Street, San Francisco, CA 94105
|
1,055,798.776
|
6.39%
|
|
LPL Financial
|
4707 Executive Drive, San Diego, CA 92121-3091
|
1,019,057.396
|
6.17%
|
|
TD Ameritrade
|
PO Box 2226, Omaha, NE 68103-2226
|
855,293.728
|
5.18%
|
|
Morgan Stanley Smith Barney LLC
|
1 New York Plaza FL 12, New York, NY 10004-1901
|
828,471.194
|
5.01%
|
Class C
|
|
|
|
|
|
UBS WM USA
|
1000 Harbor Blvd., Weehawken, NJ 07086
|
502,389.022
|
13.77%
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
468,659.996
|
12.84%
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
445,833.215
|
12.22%
|
|
American Enterprise Investment SVC
|
707 2nd Ave S, Minneapolis, MN 55402-2405
|
424,129.729
|
11.62%
|
|
Raymond James
|
880 Carillon Parkway, St. Petersburg, FL 33716
|
357,221.060
|
9.79%
|
|
Morgan Stanley Smith Barney LLC
|
1 New York Plaza FL 12, New York, NY 10004-1901
|
310,856.454
|
8.52%
|
|
LPL Financial
|
4707 Executive Drive, San Diego, CA 92121-3091
|
283,434.609
|
7.77%
|
|
Merrill Lynch, Pierce, Fenner & Smith
|
4800 Deer Lake Dr. E, 3rd Floor, Jacksonville, FL 32246-6486
|
255,829.630
|
7.01%
|
Class I
|
|
|
|
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
11,490,608.266
|
17.49%
|
|
UBS WM USA
|
1000 Harbor Blvd., Weehawken, NJ 07086
|
9,765,338.503
|
14.86%
|
|
American Enterprise Investment SVC
|
707 2nd Ave S, Minneapolis, MN 55402-2405
|
8,738,780.331
|
13.30%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
8,117,691.555
|
12.35%
|
|
Merrill Lynch, Pierce, Fenner & Smith
|
4800 Deer Lake Dr. E, 3rd Floor, Jacksonville, FL 32246-6486
|
7,608,525.209
|
11.58%
|
|
Charles Schwab & Co. Inc.
|
211 Main Street, San Francisco, CA 94105
|
7,045,042.736
|
10.72%
|
Class R6
|
|
|
|
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
3,461,521.121
|
37.84%
|
|
SEI Private Trust CO C/O Union Bank
|
One Freedom Valley Dr., Oaks, PA 19456
|
2,296,014.943
|
25.09%
|
|
SEI Private Trust CO C/O Union Bank
|
One Freedom Valley Dr., Oaks, PA 19456
|
1,808,615.891
|
19.77%
|
|
SEI Private Trust CO C/O Union Bank
|
One Freedom Valley Dr., Oaks, PA 19456
|
791,085.240
|
8.64%
|
|
|
|
|
|
Eaton Vance Global Bond Fund
|
|
|
|
Class A
|
|
|
|
|
|
Morgan Stanley Smith Barney LLC
|
1 New York Plaza FL 12, New York, NY 10004-1901
|
569,223.606
|
25.53%
|
|
Raymond James
|
880 Carillon Parkway, St. Petersburg, FL 33716
|
417,166.780
|
18.71%
|
|
Charles Schwab & Co. Inc.
|
211 Main Street, San Francisco, CA 94105
|
221,360.535
|
9.93%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
194,318.903
|
8.71%
|
|
Merrill Lynch, Pierce, Fenner & Smith
|
4800 Deer Lake Dr. E, 3rd Floor, Jacksonville, FL 32246-6486
|
165,592.437
|
7.42%
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
147,517.716
|
6.61%
|
Class C
|
|
|
|
|
|
RBC Capital Markets LLC
|
510 Marquette Ave., Minneapolis, MN 55402-1110
|
81,679.999
|
13.67%
|
|
UBS WM USA
|
1000 Harbor Blvd., Weehawken, NJ 07086
|
78,737.013
|
13.17%
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
76,862.971
|
12.86%
|
|
LPL Financial
|
4707 Executive Drive, San Diego, CA 92121-3091
|
57,246.473
|
9.58%
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
56,946.622
|
9.53%
|
|
Morgan Stanley Smith Barney LLC
|
1 New York Plaza FL 12, New York, NY 10004-1901
|
51,219.076
|
8.57%
|
|
American Enterprise Investment SVC
|
707 2nd Ave S, Minneapolis, MN 55402-2405
|
46,804.309
|
7.83%
|
|
Merrill Lynch, Pierce, Fenner & Smith
|
4800 Deer Lake Dr. E, 3rd Floor, Jacksonville, FL 32246-6486
|
45,278.755
|
7.57%
|
|
Raymond James
|
880 Carillon Parkway, St. Petersburg, FL 33716
|
39,778.469
|
6.65%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
31,635.523
|
5.29%
|
|
Address
|
Amount of Securities
Owned
|
Percentage
Owned
|
Class I
|
|
|
|
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
986,530.390
|
24.53%
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
811,319.588
|
20.17%
|
|
Morgan Stanley Smith Barney LLC
|
1 New York Plaza FL 12, New York, NY 10004-1901
|
717,835.877
|
17.85%
|
|
LPL Financial
|
4707 Executive Drive, San Diego, CA 92121-3091
|
471,144.123
|
11.71%
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
304,043.061
|
7.56%
|
|
|
|
|
|
Eaton Vance Global Income Builder Fund
|
|
|
|
Class A
|
|
|
|
|
|
Edward D. Jones & Co.
|
12555 Manchester Road, St. Louis, MO 63131-3710
|
2,097,061.143
|
14.04%
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
1,642,153.327
|
10.99%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
1,545,947.549
|
10.35%
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
1,177,862.952
|
7.88%
|
|
American Enterprise Investment SVC
|
707 2nd Ave S, Minneapolis, MN 55402-2405
|
1,172,412.801
|
7.85%
|
|
LPL Financial
|
4707 Executive Drive, San Diego, CA 92121-3091
|
1,060,760.643
|
7.10%
|
|
Morgan Stanley Smith Barney LLC
|
1 New York Plaza FL 12, New York, NY 10004-1901
|
1,037,763.781
|
6.94%
|
|
Merrill Lynch, Pierce, Fenner & Smith
|
4800 Deer Lake Dr. E, 3rd Floor, Jacksonville, FL 32246-6486
|
1,001,917.439
|
6.70%
|
|
Raymond James
|
880 Carillon Parkway, St. Petersburg, FL 33716
|
844,295.858
|
5.65%
|
|
JP Morgan Securities LLC
|
4 Chase Metrotech Center, Brooklyn, NY 11245
|
796,729.478
|
5.33%
|
|
Charles Schwab & Co. Inc.
|
211 Main Street, San Francisco, CA 94105
|
758,812.095
|
5.08%
|
Class C
|
|
|
|
|
|
Raymond James
|
880 Carillon Parkway, St. Petersburg, FL 33716
|
654,476.190
|
22.77%
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
501,978.279
|
17.46%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
393,608.456
|
13.69%
|
|
LPL Financial
|
4707 Executive Drive, San Diego, CA 92121-3091
|
278,461.324
|
9.68%
|
|
Charles Schwab & Co. Inc.
|
211 Main Street, San Francisco, CA 94105
|
221,185.240
|
7.69%
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
157,808.635
|
5.49%
|
|
American Enterprise Investment SVC
|
707 2nd Ave S, Minneapolis, MN 55402-2405
|
147,632.691
|
5.13%
|
Class I
|
|
|
|
|
|
American Enterprise Investment SVC
|
707 2nd Ave S, Minneapolis, MN 55402-2405
|
1,655,835.808
|
15.88%
|
|
TD Ameritrade
|
PO Box 2226, Omaha, NE 68103-2226
|
1,259,765.435
|
12.08%
|
|
Raymond James
|
880 Carillon Parkway, St. Petersburg, FL 33716
|
1,224,131.700
|
11.74%
|
|
Merrill Lynch, Pierce, Fenner & Smith
|
4800 Deer Lake Dr. E, 3rd Floor, Jacksonville, FL 32246-6486
|
1,105,576.819
|
10.60%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
992,115.387
|
9.51%
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
906,881.376
|
8.70%
|
|
Charles Schwab & Co. Inc.
|
211 Main Street, San Francisco, CA 94105
|
868,392.354
|
8.33%
|
|
LPL Financial
|
4707 Executive Drive, San Diego, CA 92121-3091
|
769,763.420
|
7.38%
|
Class R
|
|
|
|
|
|
Morgan Stanley Smith Barney LLC
|
1 New York Plaza FL 12, New York, NY 10004-1901
|
17,354.209
|
25.59%
|
|
Asscensus Trust Company FBO Krage’s Inc. 401(K) Plan
|
PO Box 10758, Fargo, ND 58106
|
11,714.110
|
17.27%
|
|
AXA Equitable Life for Separate Acct 65 on behalf of Verious Expenditer 401K Plans
|
200 Plaza Dr., Secaucus, NJ 07094
|
9,488.135
|
13.99%
|
|
FIIOC FBO New Brunswick Development Corporation 401K Profit Sharing Plan
|
100 Magellan Way KWIC, Covington, KY 41015-1987
|
9,220.437
|
13.59%
|
|
Judy Marshall & Phillip Marshall TTE Marshall Family Dentistry 401K C/O Fascore LLC
|
8515 E. Orchard Rd. 2T2, Greenwood Village, CO 80111
|
6,015.990
|
8.87%
|
|
Matrix Trust Company Cust. FBO Levittown Public SD 403(B) Plan
|
717 17th Street, Suite 1300, Denver, CO 80202
|
5,078.550
|
7.49%
|
|
State Street Bank FBO ADP Access Product Large Market 401K
|
1 Lincoln St., Boston, MA 02111-2901
|
3,627.193
|
5.34%
|
|
|
|
|
|
|
Address
|
Amount of Securities
Owned
|
Percentage
Owned
|
Eaton Vance Global Macro Absolute Return Advantage Fund
|
|
|
Class A
|
|
|
|
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
69,075,630.281
|
93.44%
|
Class C
|
|
|
|
|
|
Morgan Stanley Smith Barney LLC
|
1 New York Plaza FL 12, New York, NY 10004-1901
|
394,024.578
|
23.44%
|
|
American Enterprise Investment SVC
|
707 2nd Ave S, Minneapolis, MN 55402-2405
|
354,623.170
|
21.10%
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
327,880.827
|
19.51%
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
171,712.309
|
10.21%
|
|
Raymond James
|
880 Carillon Parkway, St. Petersburg, FL 33716
|
114,158.613
|
6.79%
|
Class I
|
|
|
|
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
25,762,272.788
|
21.15%
|
|
Saxon & Co.
|
PO Box 7780-1888, Philadelphia, PA 19182
|
21,603,345.687
|
17.73%
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
20,236,017.237
|
16.61%
|
|
Charles Schwab & Co. Inc.
|
211 Main Street, San Francisco, CA 94105
|
12,810,528.680
|
10.51%
|
|
Morgan Stanley Smith Barney LLC
|
1 New York Plaza FL 12, New York, NY 10004-1901
|
9,115,402.015
|
7.48%
|
|
American Enterprise Investment SVC
|
707 2nd Ave S, Minneapolis, MN 55402-2405
|
7,439,593.443
|
6.10%
|
Class R
|
|
|
|
|
|
Voya Institutional Trust Company
|
One Orange Way B3N, Windsor, CT 06095-4774
|
87,759.004
|
69.15%
|
|
Medieval Times USA, Inc. FBO Medieval Times USA Inc. DEF Comp Plan
|
6363 N. State Hwy. 161, Suite 400, Irving, TX 75038
|
26,337.546
|
20.75%
|
|
FIIOC FBO Bank Nowicki Design Studio LLP 401(K) Plan
|
100 Magellan Way KWIC, Covington, KY 41015-1987
|
10,247.872
|
8.07%
|
Class R6
|
|
|
|
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
14,955,187.197
|
22.47%
|
|
Aspiriant Defensive Allocation Fund A Series of Aspiriant Trust
|
111 E. Kilbourn Ave., Suite 1700, Milwaukee, WI 53202-6678
|
3,662,817.106
|
5.50%
|
|
|
|
|
|
Eaton Vance Global Macro Absolute Return Fund
|
|
|
|
Class A
|
|
|
|
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
20,404,120.594
|
43.53%
|
|
Charles Schwab & Co. Inc.
|
211 Main Street, San Francisco, CA 94105
|
6,484,021.789
|
13.83%
|
|
Morgan Stanley Smith Barney LLC
|
1 New York Plaza FL 12, New York, NY 10004-1901
|
4,670,597.687
|
9.96%
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
3,044,049.523
|
6.49%
|
Class C
|
|
|
|
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
1,313,103.734
|
24.92%
|
|
Raymond James
|
880 Carillon Parkway, St. Petersburg, FL 33716
|
595,328.364
|
11.29%
|
|
American Enterprise Investment SVC
|
707 2nd Ave S, Minneapolis, MN 55402-2405
|
588,922.119
|
11.17%
|
|
LPL Financial
|
4707 Executive Drive, San Diego, CA 92121-3091
|
535,380.494
|
10.16%
|
|
Morgan Stanley Smith Barney LLC
|
1 New York Plaza FL 12, New York, NY 10004-1901
|
469,831.993
|
8.91%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
408,198.537
|
7.74%
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
298,322.266
|
5.66%
|
Class I
|
|
|
|
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
55,575,591.012
|
20.67%
|
|
Charles Schwab & Co. Inc.
|
211 Main Street, San Francisco, CA 94105
|
38,007,070.688
|
14.13%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
32,738,196.804
|
12.17%
|
|
American Enterprise Investment SVC
|
707 2nd Ave S, Minneapolis, MN 55402-2405
|
18,161,358.511
|
6.75%
|
|
Morgan Stanley Smith Barney LLC
|
1 New York Plaza FL 12, New York, NY 10004-1901
|
13,575,713.505
|
5.05%
|
Class R
|
|
|
|
|
|
Matrix Trust Company Cust. FBO Miscor Group 401(K) Plan & Trust
|
717 17th Street, Suite 1300, Denver, CO 80202
|
28,119.010
|
23.37%
|
|
Ascensus Trust Company FBO All-Tech Electronics Inc. 401(K)
|
PO Box 10758, Fargo, ND 58106
|
26,141.620
|
21.72%
|
|
State Street Bank FBO ADP Access Product Large Market 401K
|
1 Lincoln St., Boston, MA 02111-2901
|
24,041.754
|
19.98%
|
|
Voya Institutional Trust Company
|
One Orange Way B3N, Windsor, CT 06095-4774
|
6,742.758
|
5.60%
|
|
Mid Atlantic Trust Company FBO Felix Storch Inc. 401(K) Profit Share
|
1251 Waterfront Place, Suite 525, Pittsburgh, PA 15222
|
6,245.995
|
5.19%
|
|
Address
|
Amount of Securities
Owned
|
Percentage
Owned
|
Class R6
|
|
|
|
|
|
SEI Private Trust Co. C/O Union Bank FBO Purvis, Howard W. – AG
|
One Freedom Valley Dr., Oaks, PA 19456
|
3,203,975.271
|
7.16%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
3,118,847.408
|
6.97%
|
|
|
|
|
|
Eaton Vance Global Small-Cap Equity Fund
|
|
|
|
Class A
|
|
|
|
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
227,677.256
|
14.87%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
190,690.565
|
12.45%
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
126,446.780
|
8.26%
|
|
Merrill Lynch, Pierce, Fenner & Smith
|
4800 Deer Lake Dr. E, 3rd Floor, Jacksonville, FL 32246-6486
|
106,625.512
|
6.96%
|
Class C
|
|
|
|
|
|
Raymond James
|
880 Carillon Parkway, St. Petersburg, FL 33716
|
29,130.387
|
18.91%
|
|
LPL Financial
|
4707 Executive Drive, San Diego, CA 92121-3091
|
22,596.228
|
14.67%
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
14,339.053
|
9.31%
|
|
Charles Schwab & Co. Inc.
|
211 Main Street, San Francisco, CA 94105
|
12,419.233
|
8.06%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
11,875.396
|
7.71%
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
9,795.517
|
6.36%
|
|
Stifel Nicolaus & Co. Inc.
|
501 N. Broadway, St. Louis, MO 63102-2131
|
9,287.173
|
6.03%
|
|
Morgan Stanley Smith Barney LLC
|
1 New York Plaza FL 12, New York, NY 10004-1901
|
8,765.528
|
5.69%
|
Class I
|
|
|
|
|
|
UBS WM USA
|
1000 Harbor Blvd., Weehawken, NJ 07086
|
225,444.887
|
35.64%
|
|
Charles Schwab & Co. Inc.
|
211 Main Street, San Francisco, CA 94105
|
82,294.798
|
13.01%
|
|
LPL Financial
|
4707 Executive Drive, San Diego, CA 92121-3091
|
80,519.346
|
12.73%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
70,397.129
|
11.12%
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
58,426.779
|
9.23%
|
|
|
|
|
|
Eaton Vance Government Opportunities Fund
|
|
|
|
Class A
|
|
|
|
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
3,094,090.934
|
11.57%
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
3,075,542.567
|
11.50%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
2,905,996.541
|
10.87%
|
|
Morgan Stanley Smith Barney LLC
|
1 New York Plaza FL 12, New York, NY 10004-1901
|
2,567,547.364
|
9.60%
|
|
Merrill Lynch, Pierce, Fenner & Smith
|
4800 Deer Lake Dr. E, 3rd Floor, Jacksonville, FL 32246-6486
|
2,108,517.606
|
7.88%
|
|
Great-West Trust Company LLC
|
8515 E. Orchard Rd. 2T2, Greenwood Village, CO 80111
|
1,656,851.444
|
6.19%
|
Class C
|
|
|
|
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
616,569.016
|
20.33%
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
537,835.355
|
17.74%
|
|
Charles Schwab & Co. Inc.
|
211 Main Street, San Francisco, CA 94105
|
437,389.973
|
14.42%
|
|
LPL Financial
|
4707 Executive Drive, San Diego, CA 92121-3091
|
302,690.535
|
9.98%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
301,402.305
|
9.94%
|
|
Raymond James
|
880 Carillon Parkway, St. Petersburg, FL 33716
|
227,525.132
|
7.50%
|
Class I
|
|
|
|
|
|
UBS WM USA
|
1000 Harbor Blvd., Weehawken, NJ 07086
|
5,740,110.661
|
16.95%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
4,598,323.622
|
13.58%
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
4,413,963.677
|
13.03%
|
|
LPL Financial
|
4707 Executive Drive, San Diego, CA 92121-3091
|
4,064,023.428
|
12.00%
|
|
Charles Schwab & Co. Inc.
|
211 Main Street, San Francisco, CA 94105
|
2,698,316.526
|
7.96%
|
|
Morgan Stanley Smith Barney LLC
|
1 New York Plaza FL 12, New York, NY 10004-1901
|
2,173,392.225
|
6.41%
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
1,907,360.642
|
5.63%
|
Class R
|
|
|
|
|
|
Sammons Financial Network LLC
|
4546 Corporate Dr., Suite 100, West Des Moines, IA 50266-5911
|
4,996,010.903
|
54.43%
|
|
Voya Institutional Trust Company
|
One Orange Way B3N, Windsor, CT 06095-4774
|
3,478,252.277
|
37.89%
|
|
|
|
|
|
|
Address
|
Amount of Securities
Owned
|
Percentage
Owned
|
Eaton Vance High Income Opportunities Fund
|
|
|
|
Class A
|
|
|
|
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
9,436,697.561
|
17.25%
|
|
Merrill Lynch, Pierce, Fenner & Smith
|
4800 Deer Lake Dr. E, 3rd Floor, Jacksonville, FL 32246-6486
|
7,890,235.672
|
14.42%
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
5,332,806.330
|
9.75%
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
4,540,442.860
|
8.30%
|
|
Morgan Stanley Smith Barney LLC
|
1 New York Plaza FL 12, New York, NY 10004-1901
|
2,801,679.230
|
5.12%
|
Class C
|
|
|
|
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
1,169,100.493
|
14.71%
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
1,127,655.206
|
14.19%
|
|
American Enterprise Investment SVC
|
707 2nd Ave S, Minneapolis, MN 55402-2405
|
923,278.263
|
11.62%
|
|
Morgan Stanley Smith Barney LLC
|
1 New York Plaza FL 12, New York, NY 10004-1901
|
791,472.490
|
9.96%
|
|
LPL Financial
|
4707 Executive Drive, San Diego, CA 92121-3091
|
643,140.644
|
8.09%
|
|
Raymond James
|
880 Carillon Parkway, St. Petersburg, FL 33716
|
604,725.631
|
7.61%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
575,707.816
|
7.24%
|
|
Merrill Lynch, Pierce, Fenner & Smith
|
4800 Deer Lake Dr. E, 3rd Floor, Jacksonville, FL 32246-6486
|
542,316.865
|
6.82%
|
|
UBS WM USA
|
1000 Harbor Blvd., Weehawken, NJ 07086
|
514,156.634
|
6.47%
|
Class I
|
|
|
|
|
|
American Enterprise Investment SVC
|
707 2nd Ave S, Minneapolis, MN 55402-2405
|
31,690,618.878
|
25.21%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
20,935,287.997
|
16.65%
|
|
UBS WM USA
|
1000 Harbor Blvd., Weehawken, NJ 07086
|
9,896,111.306
|
7.87%
|
|
LPL Financial
|
4707 Executive Drive, San Diego, CA 92121-3091
|
7,257,887.773
|
5.77%
|
|
Merrill Lynch, Pierce, Fenner & Smith
|
4800 Deer Lake Dr. E, 3rd Floor, Jacksonville, FL 32246-6486
|
6,999,525.555
|
5.56%
|
|
|
|
|
|
Eaton Vance Multi-Asset Credit Fund
|
|
|
|
Class A
|
|
|
|
|
|
Merrill Lynch, Pierce, Fenner & Smith
|
4800 Deer Lake Dr. E, 3rd Floor, Jacksonville, FL 32246-6486
|
1,692,018.051
|
27.01%
|
|
Morgan Stanley Smith Barney LLC
|
1 New York Plaza FL 12, New York, NY 10004-1901
|
812,364.426
|
12.96%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
783,537.620
|
12.50%
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
769,111.459
|
12.27%
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
372,446.807
|
5.94%
|
|
TD Ameritrade
|
PO Box 2226, Omaha, NE 68103-2226
|
357,121.432
|
5.70%
|
Class C
|
|
|
|
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
436,695.415
|
13.90%
|
|
American Enterprise Investment SVC
|
707 2nd Ave S, Minneapolis, MN 55402-2405
|
426,168.378
|
13.56%
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
393,451.540
|
12.52%
|
|
Raymond James
|
880 Carillon Parkway, St. Petersburg, FL 33716
|
386,410.319
|
12.30%
|
|
Morgan Stanley Smith Barney LLC
|
1 New York Plaza FL 12, New York, NY 10004-1901
|
380,351.639
|
12.10%
|
|
LPL Financial
|
4707 Executive Drive, San Diego, CA 92121-3091
|
331,974.118
|
10.56%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
232,993.697
|
7.41%
|
|
UBS WM USA
|
1000 Harbor Blvd., Weehawken, NJ 07086
|
178,237.799
|
5.67%
|
Class I
|
|
|
|
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
5,065,209.840
|
17.17%
|
|
USCGT DAF Growth & Income Fund C/O Eaton Vance Management
|
Two International Place, Boston, MA 02110-0000
|
3,646,820.366
|
12.36%
|
|
American Enterprise Investment SVC
|
707 2nd Ave S, Minneapolis, MN 55402-2405
|
3,637,516.775
|
12.33%
|
|
LPL Financial
|
4707 Executive Drive, San Diego, CA 92121-3091
|
2,608,233.028
|
8.84%
|
Class R6
|
|
|
|
|
|
Charles Schwab & Co Inc.
|
211 Main Street, San Francisco, CA 94105
|
251,401.222
|
80.75%
|
|
JP Morgan Securities LLC
|
4 Chase Metrotech Center, Brooklyn, NY 11245
|
57,470.143
|
18.46%
|
|
|
|
|
|
Eaton Vance Short Duration Government Income Fund
|
|
|
|
Class A
|
|
|
|
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
58,793,170.946
|
23.83%
|
|
Morgan Stanley Smith Barney LLC
|
1 New York Plaza FL 12, New York, NY 10004-1901
|
52,541,801.842
|
21.30%
|
|
JP Morgan Securities LLC
|
4 Chase Metrotech Center, Brooklyn, NY 11245
|
25,467,964.499
|
10.32%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
20,988,192.234
|
8.51%
|
|
LPL Financial
|
4707 Executive Drive, San Diego, CA 92121-3091
|
13,651,879.322
|
5.53%
|
|
Address
|
Amount of Securities
Owned
|
Percentage
Owned
|
Class C
|
|
|
|
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
3,857,634.280
|
23.26%
|
|
Raymond James
|
880 Carillon Parkway, St. Petersburg, FL 33716
|
2,275,115.881
|
13.71%
|
|
LPL Financial
|
4707 Executive Drive, San Diego, CA 92121-3091
|
2,003,514.082
|
12.08%
|
|
Charles Schwab & Co. Inc.
|
211 Main Street, San Francisco, CA 94105
|
1,821,825.720
|
10.98%
|
|
American Enterprise Investment SVC
|
707 2nd Ave S, Minneapolis, MN 55402-2405
|
1,555,358.401
|
9.37%
|
|
Morgan Stanley Smith Barney LLC
|
1 New York Plaza FL 12, New York, NY 10004-1901
|
1,105,078.786
|
6.66%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
962,696.092
|
5.80%
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
946,134.957
|
5.70%
|
Class I
|
|
|
|
|
|
American Enterprise Investment SVC
|
707 2nd Ave S, Minneapolis, MN 55402-2405
|
151,493,842.567
|
17.32%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
122,136,581.327
|
13.97%
|
|
Merrill Lynch, Pierce, Fenner & Smith
|
4800 Deer Lake Dr. E, 3rd Floor, Jacksonville, FL 32246-6486
|
113,080,123.178
|
12.93%
|
|
Morgan Stanley Smith Barney LLC
|
1 New York Plaza FL 12, New York, NY 10004-1901
|
103,718,118.557
|
11.86%
|
|
UBS WM USA
|
1000 Harbor Blvd., Weehawken, NJ 07086
|
61,226,573.938
|
7.00%
|
|
LPL Financial
|
4707 Executive Drive, San Diego, CA 92121-3091
|
58,294,171.777
|
6.66%
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
49,270,078.568
|
5.63%
|
|
Charles Schwab & Co Inc.
|
211 Main Street, San Francisco, CA 94105
|
46,877,617.769
|
5.36%
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
44,343,709.703
|
5.07%
|
|
|
|
|
|
Eaton Vance Short Duration High Income Fund
|
|
|
|
Class A
|
|
|
|
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
204,637.455
|
28.92%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
123,934.620
|
17.51%
|
|
Raymond James
|
880 Carillon Parkway, St. Petersburg, FL 33716
|
66,752.288
|
9.43%
|
|
Stifel Nicolaus & Co
|
501 N. Broadway, St. Louis, MO 63102-2131
|
65,302.106
|
9.22%
|
|
LPL Financial
|
4707 Executive Drive, San Diego, CA 92121-3091
|
53,099.932
|
7.50%
|
|
American Enterprise Investment SVC
|
707 2nd Ave S, Minneapolis, MN 55402-2405
|
41,542.560
|
5.87%
|
|
Charles Ballbach TTEE Ballbach Family Revocable Trust
|
10938 Eddington Rd., Santee, CA 92071
|
36,285.236
|
5.12%
|
Class I
|
|
|
|
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
1,802,167.199
|
40.09%
|
|
TD Ameritrade
|
PO Box 2226, Omaha, NE 68103-2226
|
854,553.076
|
19.01%
|
|
American Enterprise Investment SVC
|
707 2nd Ave S, Minneapolis, MN 55402-2405
|
638,845.944
|
14.21%
|
|
Charles Schwab & Co. Inc.
|
211 Main Street, San Francisco, CA 94105
|
534,278.119
|
11.88%
|
|
SEI Private Trust Company C/O State Street Bank
|
One Freedom Valley Drive, Oaks, PA 19456
|
320,590.786
|
7.13%
|
|
|
|
|
|
Eaton Vance Short Duration Strategic Income Fund
|
|
|
|
Class A
|
|
|
|
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
13,748,303.623
|
16.92%
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
10,338,019.395
|
12.72%
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
10,184,074.293
|
12.53%
|
|
American Enterprise Investment SVC
|
707 2nd Ave S, Minneapolis, MN 55402-2405
|
5,675,628.430
|
6.98%
|
|
Morgan Stanley Smith Barney LLC
|
1 New York Plaza FL 12, New York, NY 10004-1901
|
5,430,765.219
|
6.68%
|
|
Raymond James
|
880 Carillon Parkway, St. Petersburg, FL 33716
|
5,332,797.023
|
6.56%
|
|
Merrill Lynch, Pierce, Fenner & Smith
|
4800 Deer Lake Dr. E, 3rd Floor, Jacksonville, FL 32246-6486
|
4,991,819.721
|
6.14%
|
|
JP Morgan Securities LLC
|
4 Chase Metrotech Center, Brooklyn, NY 11245
|
4,737,408.166
|
5.83%
|
Class C
|
|
|
|
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
6,244,204.538
|
25.18%
|
|
Raymond James
|
880 Carillon Parkway, St. Petersburg, FL 33716
|
3,644,626.506
|
14.69%
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
3,109,563.434
|
12.54%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
2,467,425.438
|
9.95%
|
|
American Enterprise Investment SVC
|
707 2nd Ave S, Minneapolis, MN 55402-2405
|
2,199,521.061
|
8.87%
|
|
LPL Financial
|
4707 Executive Drive, San Diego, CA 92121-3091
|
1,957,290.622
|
7.89%
|
|
Morgan Stanley Smith Barney LLC
|
1 New York Plaza FL 12, New York, NY 10004-1901
|
1,510,068.433
|
6.09%
|
|
Address
|
Amount of Securities
Owned
|
Percentage
Owned
|
Class I
|
|
|
|
|
|
American Enterprise Investment SVC
|
707 2nd Ave S, Minneapolis, MN 55402-2405
|
22,939,715.649
|
16.63%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
18,175,451.856
|
13.17%
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
16,423,085.934
|
11.90%
|
|
LPL Financial
|
4707 Executive Drive, San Diego, CA 92121-3091
|
15,004,652.700
|
10.87%
|
|
Raymond James
|
880 Carillon Parkway, St. Petersburg, FL 33716
|
13,458,277.339
|
9.75%
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
13,136,226.914
|
9.52%
|
|
UBS WM USA
|
1000 Harbor Blvd., Weehawken, NJ 07086
|
9,209,921.646
|
6.67%
|
|
Morgan Stanley Smith Barney LLC
|
1 New York Plaza FL 12, New York, NY 10004-1901
|
7,510,852.743
|
5.44%
|
Class R
|
|
|
|
|
|
Voya Institutional Trust Company
|
One Orange Way B3N, Windsor, CT 06095-4774
|
107,210.317
|
27.59%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
61,253.916
|
15.76%
|
|
Mid Atlantic Trust Company FBO Independent Power Producers of NY
|
1251 Waterfront Place, Suite 525, Pittsburgh, PA 15222
|
38,680.451
|
9.95%
|
|
Capital Bank & Trust Co. FBO Jose A Capellan MD PA PSP C/O Fascore
|
8515 E. Orchard Rd. 2T2, Greenwood Village, CO 80111
|
26,044.513
|
6.70%
|
|
Merrill Lynch, Pierce, Fenner & Smith
|
4800 Deer Lake Dr. E, 3rd Floor, Jacksonville, FL 32246-6486
|
24,096.461
|
6.20%
|
|
Matrix Trust Company Cust. FBO McKennett Forsberg & Voli, PC PSP
|
717 17th Street, Suite 1300, Denver, CO 80202
|
21,011.568
|
5.40%
|
|
|
|
|
|
Eaton Vance Stock Fund
|
|
|
|
Class A
|
|
|
|
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
343,420.046
|
12.48%
|
|
Raymond James
|
880 Carillon Parkway, St. Petersburg, FL 33716
|
316,499.658
|
11.50%
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
271,656.987
|
9.87%
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
259,329.497
|
9.43%
|
|
RBC Capital Markets LLC
|
510 Marquette Ave., Minneapolis, MN 55402-1110
|
225,723.046
|
8.20%
|
|
Charles Schwab & Co. Inc.
|
211 Main Street, San Francisco, CA 94105
|
225,594.090
|
8.20%
|
|
Charles Schwab & Co. Inc. Special Custody Acct.
|
211 Main Street, San Francisco, CA 94105
|
154,438.170
|
5.61%
|
|
American Enterprise Investment SVC
|
707 2nd Ave S, Minneapolis, MN 55402-2405
|
153,939.445
|
5.59%
|
|
Edward D. Jones & Co.
|
12555 Manchester Road, St. Louis, MO 63131-3710
|
143,259.653
|
5.20%
|
Class C
|
|
|
|
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
69,480.467
|
21.77%
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
68,189.670
|
21.36%
|
|
American Enterprise Investment SVC
|
707 2nd Ave S, Minneapolis, MN 55402-2405
|
36,418.628
|
11.41%
|
|
Raymond James
|
880 Carillon Parkway, St. Petersburg, FL 33716
|
22,469.883
|
7.04%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
21,536.460
|
6.74%
|
|
LPL Financial
|
4707 Executive Drive, San Diego, CA 92121-3091
|
20,353.799
|
6.37%
|
Class I
|
|
|
|
|
|
American Enterprise Investment SVC
|
707 2nd Ave S, Minneapolis, MN 55402-2405
|
481,705.210
|
26.68%
|
|
Charles Schwab & Co. Inc.
|
211 Main Street, San Francisco, CA 94105
|
340,585.964
|
18.86%
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
214,184.066
|
11.86%
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
173,128.000
|
9.59%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
159,046.580
|
8.81%
|
|
Raymond James
|
880 Carillon Parkway, St. Petersburg, FL 33716
|
127,460.998
|
7.06%
|
|
LPL Financial
|
4707 Executive Drive, San Diego, CA 92121-3091
|
100,298.142
|
5.55%
|
|
|
|
|
|
Eaton Vance Tax-Managed Equity Asset Allocation Fund
|
|
|
Class A
|
|
|
|
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
2,474,496.539
|
15.04%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
1,880,083.125
|
11.42%
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
1,591,308.030
|
9.67%
|
|
LPL Financial
|
4707 Executive Drive, San Diego, CA 92121-3091
|
1,414,975.102
|
8.60%
|
|
Merrill Lynch, Pierce, Fenner & Smith
|
4800 Deer Lake Dr. E, 3rd Floor, Jacksonville, FL 32246-6486
|
1,150,403.325
|
6.99%
|
|
Address
|
Amount of Securities
Owned
|
Percentage
Owned
|
Class C
|
|
|
|
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
268,882.944
|
15.75%
|
|
American Enterprise Investment SVC
|
707 2nd Ave S, Minneapolis, MN 55402-2405
|
210,204.292
|
12.32%
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
198,807.380
|
11.65%
|
|
LPL Financial
|
4707 Executive Drive, San Diego, CA 92121-3091
|
176,958.771
|
10.37%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
143,515.480
|
8.41%
|
|
UBS WM USA
|
1000 Harbor Blvd., Weehawken, NJ 07086
|
97,331.910
|
5.70%
|
|
Raymond James
|
880 Carillon Parkway, St. Petersburg, FL 33716
|
87,624.496
|
5.13%
|
Class I
|
|
|
|
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
898,175.689
|
20.83%
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
859,888.911
|
19.94%
|
|
LPL Financial
|
4707 Executive Drive, San Diego, CA 92121-3091
|
551,506.627
|
12.79%
|
|
Charles Schwab & Co. Inc.
|
211 Main Street, San Francisco, CA 94105
|
352,621.472
|
8.17%
|
|
Raymond James
|
880 Carillon Parkway, St. Petersburg, FL 33716
|
294,581.094
|
6.83%
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
237,904.527
|
5.51%
|
|
|
|
|
|
Eaton Vance Tax-Managed Global Dividend Income Fund
|
|
|
Class A
|
|
|
|
|
|
Merrill Lynch, Pierce, Fenner & Smith
|
4800 Deer Lake Dr. E, 3rd Floor, Jacksonville, FL 32246-6486
|
3,851,301.419
|
13.35%
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
3,424,406.784
|
11.87%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
2,977,485.613
|
10.32%
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
2,629,870.753
|
9.12%
|
|
Edward D. Jones & Co.
|
12555 Manchester Road, St. Louis, MO 63131-3710
|
2,254,945.039
|
7.82%
|
|
Morgan Stanley Smith Barney LLC
|
1 New York Plaza FL 12, New York, NY 10004-1901
|
2,133,532.026
|
7.40%
|
|
LPL Financial
|
4707 Executive Drive, San Diego, CA 92121-3091
|
1,601,469.525
|
5.55%
|
|
American Enterprise Investment SVC
|
707 2nd Ave S, Minneapolis, MN 55402-2405
|
1,514,824.658
|
5.25%
|
Class C
|
|
|
|
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
362,665.925
|
14.75%
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
361,637.067
|
14.71%
|
|
Raymond James
|
880 Carillon Parkway, St. Petersburg, FL 33716
|
318,110.830
|
12.94%
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
271,070.337
|
11.02%
|
|
American Enterprise Investment SVC
|
707 2nd Ave S, Minneapolis, MN 55402-2405
|
246,115.645
|
10.01%
|
|
LPL Financial
|
4707 Executive Drive, San Diego, CA 92121-3091
|
156,757.250
|
6.37%
|
|
Merrill Lynch, Pierce, Fenner & Smith
|
4800 Deer Lake Dr. E, 3rd Floor, Jacksonville, FL 32246-6486
|
152,156.756
|
6.19%
|
|
Charles Schwab & Co. Inc.
|
211 Main Street, San Francisco, CA 94105
|
142,820.407
|
5.81%
|
Class I
|
|
|
|
|
|
American Enterprise Investment SVC
|
707 2nd Ave S, Minneapolis, MN 55402-2405
|
2,191,971.554
|
18.76%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
1,586,021.608
|
13.57%
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
1,210,011.064
|
10.35%
|
|
Merrill Lynch, Pierce, Fenner & Smith
|
4800 Deer Lake Dr. E, 3rd Floor, Jacksonville, FL 32246-6486
|
1,176,440.158
|
10.07%
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
1,054,125.107
|
9.02%
|
|
LPL Financial
|
4707 Executive Drive, San Diego, CA 92121-3091
|
884,280.855
|
7.57%
|
|
Raymond James
|
880 Carillon Parkway, St. Petersburg, FL 33716
|
800,463.166
|
6.85%
|
|
UBS WM USA
|
1000 Harbor Blvd., Weehawken, NJ 07086
|
787,162.560
|
6.73%
|
|
Morgan Stanley Smith Barney LLC
|
1 New York Plaza FL 12, New York, NY 10004-1901
|
715,568.369
|
6.12%
|
|
|
|
|
|
Eaton Vance Tax-Managed Growth Fund 1.1
|
|
|
|
Class A
|
|
|
|
|
|
Merrill Lynch, Pierce, Fenner & Smith
|
4800 Deer Lake Dr. E, 3rd Floor, Jacksonville, FL 32246-6486
|
2,884,928.098
|
12.20%
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
2,642,196.221
|
11.17%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
2,262,402.471
|
9.56%
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
1,895,126.573
|
8.01%
|
|
Morgan Stanley Smith Barney LLC
|
1 New York Plaza FL 12, New York, NY 10004-1901
|
1,697,381.179
|
7.17%
|
|
Address
|
Amount of Securities
Owned
|
Percentage
Owned
|
Class C
|
|
|
|
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
20,499.321
|
14.27%
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
13,754.309
|
9.58%
|
|
SEI Private Trust Company C/O Regions Bank
|
1 Freedom Valley Drive, Oaks, PA 19456
|
9,959.184
|
6.93%
|
|
Morgan Stanley Smith Barney LLC
|
1 New York Plaza FL 12, New York, NY 10004-1901
|
9,081.131
|
6.32%
|
|
RBC Capital Markets LLC
|
510 Marquette Ave., Minneapolis, MN 55402-1110
|
8,420.931
|
5.86%
|
Class I
|
|
|
|
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
505,872.953
|
15.53%
|
|
Merrill Lynch, Pierce, Fenner & Smith
|
4800 Deer Lake Dr. E, 3rd Floor, Jacksonville, FL 32246-6486
|
402,416.542
|
12.35%
|
|
Raymond James
|
880 Carillon Parkway, St. Petersburg, FL 33716
|
317,651.297
|
9.75%
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
275,806.830
|
8.46%
|
|
LPL Financial
|
4707 Executive Drive, San Diego, CA 92121-3091
|
242,164.381
|
7.43%
|
|
Morgan Stanley Smith Barney LLC
|
1 New York Plaza FL 12, New York, NY 10004-1901
|
224,208.659
|
6.88%
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
201,855.560
|
6.19%
|
|
UBS WM USA
|
1000 Harbor Blvd., Weehawken, NJ 07086
|
187,518.223
|
5.75%
|
|
Charles Schwab & Co. Inc.
|
211 Main Street, San Francisco, CA 94105
|
182,706.496
|
5.61%
|
|
|
|
|
|
Eaton Vance Tax-Managed Growth Fund 1.2
|
|
|
|
Class A
|
|
|
|
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
3,532,477.802
|
16.31%
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
2,718,736.270
|
12.56%
|
|
Merrill Lynch, Pierce, Fenner & Smith
|
4800 Deer Lake Dr. E, 3rd Floor, Jacksonville, FL 32246-6486
|
2,209,376.739
|
10.20%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
1,590,648.914
|
7.34%
|
|
American Enterprise Investment SVC
|
707 2nd Ave S, Minneapolis, MN 55402-2405
|
1,460,659.011
|
6.74%
|
|
Morgan Stanley Smith Barney LLC
|
1 New York Plaza FL 12, New York, NY 10004-1901
|
1,277,042.254
|
5.89%
|
|
LPL Financial
|
4707 Executive Drive, San Diego, CA 92121-3091
|
1,175,134.717
|
5.42%
|
|
Raymond James
|
880 Carillon Parkway, St. Petersburg, FL 33716
|
1,140,964.942
|
5.27%
|
Class C
|
|
|
|
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
199,472.469
|
12.07%
|
|
Raymond James
|
880 Carillon Parkway, St. Petersburg, FL 33716
|
197,188.980
|
11.93%
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
194,127.599
|
11.75%
|
|
LPL Financial
|
4707 Executive Drive, San Diego, CA 92121-3091
|
157,548.581
|
9.53%
|
|
Morgan Stanley Smith Barney LLC
|
1 New York Plaza FL 12, New York, NY 10004-1901
|
147,848.720
|
8.95%
|
|
Merrill Lynch, Pierce, Fenner & Smith
|
4800 Deer Lake Dr. E, 3rd Floor, Jacksonville, FL 32246-6486
|
111,035.425
|
6.72%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
110,533.770
|
6.69%
|
|
American Enterprise Investment SVC
|
707 2nd Ave S, Minneapolis, MN 55402-2405
|
104,373.116
|
6.31%
|
Class I
|
|
|
|
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
1,064,840.975
|
14.11%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
928,578.850
|
12.31%
|
|
American Enterprise Investment SVC
|
707 2nd Ave S, Minneapolis, MN 55402-2405
|
741,536.576
|
9.83%
|
|
TD Ameritrade
|
PO Box 2226, Omaha, NE 68103-2226
|
681,702.255
|
9.03%
|
|
Raymond James
|
880 Carillon Parkway, St. Petersburg, FL 33716
|
633,596.373
|
8.40%
|
|
LPL Financial
|
4707 Executive Drive, San Diego, CA 92121-3091
|
568,220.838
|
7.53%
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
550,395.256
|
7.29%
|
|
Merrill Lynch, Pierce, Fenner & Smith
|
4800 Deer Lake Dr. E, 3rd Floor, Jacksonville, FL 32246-6486
|
543,743.503
|
7.20%
|
|
Charles Schwab & Co. Inc.
|
211 Main Street, San Francisco, CA 94105
|
541,764.812
|
7.18%
|
|
|
|
|
|
Eaton Vance Tax-Managed Multi-Cap Growth Fund
|
|
|
|
Class A
|
|
|
|
|
|
LPL Financial
|
4707 Executive Drive, San Diego, CA 92121-3091
|
336,616.149
|
12.82%
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
310,818.237
|
11.84%
|
|
American Enterprise Investment SVC
|
707 2nd Ave S, Minneapolis, MN 55402-2405
|
292,018.541
|
11.12%
|
|
Raymond James
|
880 Carillon Parkway, St. Petersburg, FL 33716
|
246,617.417
|
9.39%
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
191,216.520
|
7.28%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
163,905.096
|
6.24%
|
|
Address
|
Amount of Securities
Owned
|
Percentage
Owned
|
Class C
|
|
|
|
|
|
LPL Financial
|
4707 Executive Drive, San Diego, CA 92121-3091
|
80,623.513
|
23.16%
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
55,862.394
|
16.05%
|
|
Raymond James
|
880 Carillon Parkway, St. Petersburg, FL 33716
|
40,317.261
|
11.58%
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
37,835.237
|
10.87%
|
|
Charles Schwab & Co. Inc.
|
211 Main Street, San Francisco, CA 94105
|
17,798.758
|
5.11%
|
|
|
|
|
|
Eaton Vance Tax-Managed Small-Cap Fund
|
|
|
|
Class A
|
|
|
|
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
360,000.115
|
11.26%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
338,546.483
|
10.59%
|
|
UBS WM USA
|
1000 Harbor Blvd., Weehawken, NJ 07086
|
278,141.172
|
8.70%
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
269,110.716
|
8.41%
|
|
Merrill Lynch, Pierce, Fenner & Smith
|
4800 Deer Lake Dr. E, 3rd Floor, Jacksonville, FL 32246-6486
|
197,373.289
|
6.17%
|
|
Charles Schwab & Co. Inc.
|
211 Main Street, San Francisco, CA 94105
|
192,478.148
|
6.02%
|
|
LPL Financial
|
4707 Executive Drive, San Diego, CA 92121-3091
|
185,492.655
|
5.80%
|
Class C
|
|
|
|
|
|
Raymond James
|
880 Carillon Parkway, St. Petersburg, FL 33716
|
29,574.240
|
18.84%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
24,211.318
|
15.42%
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
14,557.373
|
9.27%
|
|
Charles Schwab & Co. Inc.
|
211 Main Street, San Francisco, CA 94105
|
14,411.130
|
9.18%
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
10,851.483
|
6.91%
|
|
JP Morgan Securities LLC
|
4 Chase Metrotech Center, Brooklyn, NY 11245
|
10,861.279
|
6.91%
|
|
LPL Financial
|
4707 Executive Drive, San Diego, CA 92121-3091
|
10,190.600
|
6.49%
|
Class I
|
|
|
|
|
|
American Enterprise Investment SVC
|
707 2nd Ave S, Minneapolis, MN 55402-2405
|
115,244.302
|
14.18%
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
104,831.958
|
12.90%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
104,256.919
|
12.83%
|
|
Raymond James
|
880 Carillon Parkway, St. Petersburg, FL 33716
|
82,544.097
|
10.15%
|
|
LPL Financial
|
4707 Executive Drive, San Diego, CA 92121-3091
|
57,225.293
|
7.04%
|
|
Charles Schwab & Co. Inc.
|
211 Main Street, San Francisco, CA 94105
|
50,401.014
|
6.20%
|
|
SEI Private Trust Company C/O Mellon Bank
|
One Freedom Valley Drive, Oaks, PA 19456
|
49,959.199
|
6.14%
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
44,000.672
|
5.41%
|
|
SEI Private Trust Company C/O State Street Bank
|
One Freedom Valley Drive, Oaks, PA 19456
|
41,211.360
|
5.07%
|
|
|
|
|
|
Eaton Vance Tax-Managed Value Fund
|
|
|
|
Class A
|
|
|
|
|
|
Merrill Lynch, Pierce, Fenner & Smith
|
4800 Deer Lake Dr. E, 3rd Floor, Jacksonville, FL 32246-6486
|
1,467,376.179
|
11.48%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
1,408,669.185
|
11.02%
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
1,338,871.796
|
10.47%
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
1,099,006.511
|
8.60%
|
|
LPL Financial
|
4707 Executive Drive, San Diego, CA 92121-3091
|
828,199.400
|
6.48%
|
|
Charles Schwab & Co. Inc.
|
211 Main Street, San Francisco, CA 94105
|
775,157.686
|
6.06%
|
|
UBS WM USA
|
1000 Harbor Blvd., Weehawken, NJ 07086
|
701,378.322
|
5.48%
|
|
Morgan Stanley Smith Barney LLC
|
1 New York Plaza FL 12, New York, NY 10004-1901
|
674,666.331
|
5.28%
|
Class C
|
|
|
|
|
|
Raymond James
|
880 Carillon Parkway, St. Petersburg, FL 33716
|
164,409.033
|
24.14%
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
119,616.627
|
17.56%
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
67,311.461
|
9.88%
|
|
Charles Schwab & Co. Inc.
|
211 Main Street, San Francisco, CA 94105
|
47,096.589
|
6.91%
|
|
LPL Financial
|
4707 Executive Drive, San Diego, CA 92121-3091
|
45,826.787
|
6.72%
|
|
Merrill Lynch, Pierce, Fenner & Smith
|
4800 Deer Lake Dr. E, 3rd Floor, Jacksonville, FL 32246-6486
|
43,858.391
|
6.44%
|
|
Address
|
Amount of Securities
Owned
|
Percentage
Owned
|
Class I
|
|
|
|
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
962,606.023
|
14.31%
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
874,669.592
|
13.01%
|
|
American Enterprise Investment SVC
|
707 2nd Ave S, Minneapolis, MN 55402-2405
|
730,212.056
|
10.86%
|
|
Merrill Lynch, Pierce, Fenner & Smith
|
4800 Deer Lake Dr. E, 3rd Floor, Jacksonville, FL 32246-6486
|
685,095.404
|
10.19%
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
509,108.811
|
7.57%
|
|
LPL Financial
|
4707 Executive Drive, San Diego, CA 92121-3091
|
472,200.180
|
7.02%
|
|
Morgan Stanley Smith Barney LLC
|
1 New York Plaza FL 12, New York, NY 10004-1901
|
460,011.691
|
6.48%
|
|
Charles Schwab & Co. Inc.
|
211 Main Street, San Francisco, CA 94105
|
440,494.603
|
6.55%
|
|
Raymond James
|
880 Carillon Parkway, St. Petersburg, FL 33716
|
390,946.929
|
5.81%
|
|
UBS WM USA
|
1000 Harbor Blvd., Weehawken, NJ 07086
|
378,420.924
|
5.62%
|
|
|
|
|
|
Parametric Commodity Strategy Fund
|
|
|
|
Investor Class
|
|
|
|
|
Lincoln Retirement Services Company FBO Shands Health Care 403B
|
PO Box 7876, Fort Wayne, IN 46801-7876
|
1,269,187.300
|
30.80%
|
|
Lincoln Retirement Services Company FBO Shands Health Care 401A
|
PO Box 7876, Fort Wayne, IN 46801-7876
|
930,463.650
|
22.58%
|
|
Charles Schwab & Co. Inc.
|
211 Main Street, San Francisco, CA 94105
|
843,952.201
|
20.48%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
699,879.191
|
16.98%
|
|
TD Ameritrade
|
PO Box 2226, Omaha, NE 68103-2226
|
229,438.718
|
5.56%
|
Institutional Class
|
|
|
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
37,650,104.223
|
54.58%
|
|
Charles Schwab & Co. Inc.
|
211 Main Street, San Francisco, CA 94105
|
18,586,216.953
|
26.94%
|
|
|
|
|
|
Parametric Dividend Income Fund
|
|
|
|
Investor Class
|
|
|
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
159,213.985
|
69.53%
|
|
Great-West Trust Company LLC
|
8515 E. Orchard Rd. 2T2, Greenwood Village, CO 80111
|
40,548.981
|
17.70%
|
|
TD Ameritrade
|
PO Box 2226, Omaha, NE 68103-2226
|
15,342.981
|
6.70%
|
|
|
|
|
|
Institutional Class
|
|
|
|
|
SEI Private Trust Company C/O Trust ID 866
|
One Freedom Valley Drive, Oaks, PA 19456
|
1,058,430.077
|
51.07%
|
|
SEI Private Trust Company C/O Trust ID 866
|
One Freedom Valley Drive, Oaks, PA 19456
|
356,013.555
|
17.17%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
212,053.091
|
10.23%
|
|
SEI Private Trust Company C/O Trust ID 866
|
One Freedom Valley Drive, Oaks, PA 19456
|
201,179.277
|
9.70%
|
|
Charles Schwab & Co. Inc.
|
211 Main Street, San Francisco, CA 94105
|
119,877.969
|
5.78%
|
|
|
|
|
|
Parametric Emerging Markets Fund
|
|
|
|
Investor Class
|
|
|
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
823,361.177
|
25.55%
|
|
Charles Schwab & Co. Inc.
|
211 Main Street, San Francisco, CA 94105
|
605,725.190
|
18.80%
|
|
Merrill Lynch, Pierce, Fenner & Smith
|
4800 Deer Lake Dr. E, 3rd Floor, Jacksonville, FL 32246-6486
|
281,448.389
|
8.73%
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
210,501.924
|
6.53%
|
Class C
|
|
|
|
|
|
American Enterprise Investment SVC
|
707 2nd Ave S, Minneapolis, MN 55402-2405
|
14,102.453
|
31.39%
|
|
Charles Schwab & Co. Inc.
|
211 Main Street, San Francisco, CA 94105
|
7,789.647
|
17.34%
|
|
Morgan Stanley Smith Barney LLC
|
1 New York Plaza FL 12, New York, NY 10004-1901
|
3,233.208
|
7.19%
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
3,141.045
|
6.99%
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
2,912.555
|
6.48%
|
|
UBS WM USA
|
1000 Harbor Blvd., Weehawken, NJ 07086
|
2,828.187
|
6.29%
|
|
Raymond James
|
880 Carillon Parkway, St. Petersburg, FL 33716
|
2,354.387
|
5.24%
|
Institutional Class
|
|
|
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
6,563,402.164
|
22.36%
|
|
Charles Schwab & Co. Inc.
|
211 Main Street, San Francisco, CA 94105
|
5,115,070.719
|
17.43%
|
|
SEI Private Trust Company C/O Rockland Trust
|
One Freedom Valley Drive, Oaks, PA 19456
|
4,440,869.764
|
15.13%
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
2,885,612.443
|
9.83%
|
|
Merrill Lynch, Pierce, Fenner & Smith
|
4800 Deer Lake Dr. E, 3rd Floor, Jacksonville, FL 32246-6486
|
1,980,304.773
|
6.74%
|
|
Address
|
Amount of Securities
Owned
|
Percentage
Owned
|
Class R6
|
|
|
|
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
4,116,828.402
|
72.73%
|
|
TIAA, FSB Cust/TTEE FBO: Retirement Plans for which TIAA Acts as Recordkeeper
|
211 North Broadway, Suite 1000, St. Louis, MO 63102-2733
|
1,066,348.717
|
18.83%
|
|
|
|
|
|
Parametric International Equity Fund
|
|
|
|
Class A
|
|
|
|
|
|
Charles Schwab & Co. Inc.
|
211 Main Street, San Francisco, CA 94105
|
2,147,530.225
|
27.74%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
1,961,056.332
|
25.33%
|
|
DCGT as TTEE and/or Cust FBO PLIC Various Retirement Omnibus
|
711 High Street, Des Moines, IA 50392
|
1,274,904.765
|
16.47%
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
1,087,041.075
|
14.04%
|
Institutional Class
|
|
|
|
|
Charles Schwab & Co. Inc.
|
211 Main Street, San Francisco, CA 94105
|
8,052,635.141
|
31.01%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
6,758,655.742
|
26.03%
|
|
TD Ameritrade
|
PO Box 2226, Omaha, NE 68103-2226
|
2,509,069.231
|
9.66%
|
|
Raymond James
|
880 Carillon Parkway, St. Petersburg, FL 33716
|
2,034,849.514
|
7.83%
|
Class R
|
|
|
|
|
|
State Street Bank Custodian FBO ADP Access Product Large Market 401K
|
1 Lincoln St., Boston, MA 02111-2901
|
260,115.835
|
74.03%
|
|
Great-West Trust Company LLC
|
8515 E. Orchard Rd. 2T2, Greenwood Village, CO 80111
|
67,499.561
|
19.21%
|
Class R6
|
|
|
|
|
|
USCGT DAF Growth & Income Fund C/O Eaton Vance Management
|
Two International Place, Boston, MA 02110-0000
|
1,388,837.569
|
15.08%
|
|
Charles Schwab & Co. Inc.
|
211 Main Street, San Francisco, CA 94105
|
1,366,413.213
|
14.84%
|
|
Reliance Trust Company FBO MassMutual Registered Product
|
PO Box 28004, Atlanta, GA 30358
|
914,024.518
|
9.92%
|
|
USCGT DAF Growth Fund C/O Eaton Vance Management
|
Two International Place, Boston, MA 02110-0000
|
900,534.194
|
9.78%
|
|
EVTC Collective Investment Trust FBO EMP Benefit Plans Moderate Fund C/O Eaton Vance Management**
|
Two International Place, Boston, MA 02110-4104
|
747,759.344
|
8.12%
|
|
State Street Bank Custodian FBO ADP Access Product Large Market 401K
|
1 Lincoln St., Boston, MA 02111-2901
|
483,823.448
|
5.25%
|
|
|
|
|
|
Parametric Tax-Managed International Equity Fund
|
|
|
|
Investor Class
|
|
|
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
223,820.179
|
12.89%
|
|
UBS WM USA
|
1000 Harbor Blvd., Weehawken, NJ 07086
|
210,897.762
|
12.15%
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
163,962.981
|
9.44%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
149,909.903
|
8.63%
|
|
LPL Financial
|
4707 Executive Drive, San Diego, CA 92121-3091
|
135,494.162
|
7.80%
|
|
Merrill Lynch, Pierce, Fenner & Smith
|
4800 Deer Lake Dr. E, 3rd Floor, Jacksonville, FL 32246-6486
|
93,926.660
|
5.41%
|
|
Charles Schwab & Co. Inc.
|
211 Main Street, San Francisco, CA 94105
|
91,417.256
|
5.26%
|
Class C
|
|
|
|
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
8,318.722
|
21.24%
|
|
Barry J. & Lynne D. Fitzgerald TTEES Barry J. Fitzgerald & Lynne D. Fitzgerald Joint Rev Living Trust
|
48055 Bayshore Dr., Van Buren TWP, MI 48111-2260
|
5,847.699
|
14.93%
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
4,852.467
|
12.39%
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
4,000.747
|
10.21%
|
|
Raymond James
|
880 Carillon Parkway, St. Petersburg, FL 33716
|
3,516.885
|
8.98%
|
|
Elaine Y Bellan
|
10312 Collingham Dr., Fairfax, VA 22032-2605
|
2,140.451
|
5.46%
|
|
Address
|
Amount of Securities
Owned
|
Percentage
Owned
|
Institutional Class
|
|
|
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
276,049.029
|
25.26%
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
196,549.600
|
17.98%
|
|
Charles Schwab & Co. Inc.
|
211 Main Street, San Francisco, CA 94105
|
167,949.668
|
15.37%
|
|
American Enterprise Investment SVC
|
707 2nd Ave S, Minneapolis, MN 55402-2405
|
131,894.500
|
12.07%
|
|
UBS WM USA
|
1000 Harbor Blvd., Weehawken, NJ 07086
|
95,396.784
|
8.73%
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
57,195.686
|
5.23%
|
|
|
|
|
|
Parametric Volatility Risk Premium – Defensive Fund
|
|
|
|
Institutional Class
|
|
|
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
29,752,416.918
|
35.53%
|
|
Charles Schwab & Co. Inc.
|
211 Main Street, San Francisco, CA 94105
|
14,454,879.054
|
17.26%
|
|
HOCO
|
922 Walnut Street, Mailstop TBTS 2, Kansas City, MO 64106
|
6,403,462.089
|
7.64%
|
|
|
|
|
Eaton Vance Series Fund, Inc.
|
|
|
|
|
|
|
|
|
Eaton Vance Emerging Markets Debt Opportunities Fund
|
|
|
|
Class A
|
|
|
|
|
|
Charles Schwab & Co. Inc.
|
211 Main Street, San Francisco, CA 94105
|
1,792,362.647
|
60.89%
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
371,598.916
|
12.62%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
258,660.788
|
8.78%
|
Class I
|
|
|
|
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
6,518,277.256
|
17.90%
|
|
Charles Schwab & Co. Inc.
|
211 Main Street, San Francisco, CA 94105
|
5,703,289.433
|
15.66%
|
|
LPL Financial
|
4707 Executive Drive, San Diego, CA 92121-3091
|
4,531,182.398
|
12.44%
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
4,193,375.374
|
11.51%
|
|
UBS WM USA
|
1000 Harbor Blvd., Weehawken, NJ 07086
|
3,635,452.874
|
9.98%
|
|
TD Ameritrade
|
P.O. Box 2226, Omaha, NE 68103-2226
|
3,362,829.679
|
9.23%
|
|
Morgan Stanley Smith Barney LLC
|
1 New York Plaza, FL 12, New York, NY 10004-1901
|
3,129,892.974
|
8.59%
|
|
Raymond James
|
880 Carillon Parkway, St. Petersburg, FL 33716
|
2,561,862.205
|
7.03%
|
|
Charles Schwab & Co. Inc.
|
211 Main St., San Francisco, CA 94105
|
2,275,999.816
|
6.25%
|
Class R6
|
|
|
|
|
|
Eaton Vane Short Duration Strategic Income Fund
|
2 International Pl., Boston, MA 02110-4104
|
6,546,284.990
|
45.03%
|
|
Northern Trust Company
|
P.O. Box 92956, Chicago, IL 60675
|
4,193,135.213
|
28.84%
|
|
Mac & Co
|
500 Grant Street, Room 151-1010, Pittsburgh, PA 15258
|
917,216.899
|
6.31%
|
|
|
|
|
|
Eaton Vance Series Trust
|
|
|
|
|
|
|
|
|
Eaton Vance Tax-Managed Growth Fund 1.0
|
|
|
|
|
Northern Trust Co Cust.
|
801 S. Canal, P.O. Box 92956, Chicago, IL 60675
|
53,523.650
|
7.50%
|
|
|
|
|
Eaton Vance Series Trust II
|
|
|
|
|
|
|
|
|
Eaton Vance Income Fund of Boston
|
|
|
|
Class A
|
|
|
|
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
61,241,997.981
|
37.84%
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
11,682,693.117
|
7.21%
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
11,463,552.353
|
7.08%
|
Class C
|
|
|
|
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
2,540,552.842
|
19.74%
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
2,494,474.677
|
19.38%
|
|
Morgan Stanley Smith Barney LLC
|
1 New York Plaza FL 12, New York, NY 10004-1901
|
1,858,162.446
|
14.44%
|
|
LPL Financial
|
4707 Executive Drive, San Diego, CA 92121-3091
|
1,076,452.060
|
8.36%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
851,911.656
|
6.62%
|
|
American Enterprise Investment SVC
|
707 2nd Ave. S., Minneapolis, MN 55402-2405
|
665,313.844
|
5.17%
|
|
Address
|
Amount of Securities
Owned
|
Percentage
Owned
|
Class I
|
|
|
|
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
219,952,171.026
|
27.25%
|
|
Morgan Stanley Smith Barney LLC
|
1 New York Plaza FL 12, New York, NY 10004-1901
|
199,714,929.095
|
24.75%
|
|
Goldman Sachs & Co
|
295 Chipeta Way, Salt Lake City, UT 84108-1287
|
146,426,633.075
|
18.14%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
79,960,296.415
|
9.90%
|
Class R
|
|
|
|
|
|
Hartford Life Insurance Company
|
1 Griffin Rd. N., Windsor, CT 06095-1512
|
1,767,192.391
|
36.37%
|
|
Reliance Trust Co
|
PO Box 48529, Atlanta, GA 30362
|
558,468.089
|
11.49%
|
|
Massachusetts Mutual Life Insurance Company
|
1295 State St. MIP M200-INVST, Springfield, MA 01111
|
543,158.105
|
11.17%
|
Class R6
|
|
|
|
|
|
Edward D. Jones & Co
|
12555 Manchester Road, St. Louis, MO 63131-3710
|
174,451,024.539
|
79.84%
|
|
|
|
|
|
Parametric Tax-Managed Emerging Markets Fund
|
|
|
|
Institutional Class
|
|
|
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
5,901,539.611
|
33.57%
|
|
Charles Schwab & Co. Inc.
|
101 Montgomery Street, San Francisco, CA 94104-4122
|
3,871,132.070
|
22.02%
|
|
Merrill Lynch, Pierce, Fenner & Smith
|
4800 Deer Lake Dr. E, 3rd Floor, Jacksonville, FL 32246-6486
|
2,575,141.799
|
14.65%
|
|
TD Ameritrade
|
PO Box 2226, Omaha, NE 68103-2226
|
1,827,539.676
|
10.39%
|
|
|
|
|
Eaton Vance Special Investment Trust
|
|
|
|
|
|
|
|
|
Eaton Vance Balanced Fund
|
|
|
|
Class A
|
|
|
|
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
4,732,860.315
|
13.34%
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
4,627,763.786
|
13.04%
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
3,318,843.284
|
9.35%
|
|
American Enterprise Investment SVC
|
707 2nd Ave. S, Minneapolis, MN 55402-2405
|
2,181,763.200
|
6.14%
|
|
Merrill Lynch, Pierce, Fenner & Smith
|
4800 Deer Lake Dr. E, 3rd Floor, Jacksonville, FL 32246-6486
|
1,993,480.617
|
5.61%
|
Class C
|
|
|
|
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
7,004,941.721
|
31.27%
|
|
American Enterprise Investment SVC
|
707 2nd Ave. S, Minneapolis, MN 55402-2405
|
3,610,971.935
|
16.12%
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
2,456,744.370
|
10.96%
|
|
Raymond James
|
880 Carillon Parkway, St. Petersburg, FL 33716
|
2,303,977.097
|
10.28%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
1,834,587.548
|
8.19%
|
|
LPL Financial
|
4707 Executive Drive, San Diego, CA 92121-3091
|
1,135,922.875
|
5.07%
|
Class I
|
|
|
|
|
|
American Enterprise Investment SVC
|
707 2nd Ave. S, Minneapolis, MN 55402-2405
|
5,409,536.939
|
15.11%
|
|
Merrill Lynch, Pierce, Fenner & Smith
|
4800 Deer Lake Dr. E, 3rd Floor, Jacksonville, FL 32246-6486
|
4,789,265.406
|
13.38%
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
4,542,136.318
|
12.68%
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
4,313,977.655
|
12.05%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
4,216,399.278
|
11.77%
|
|
Raymond James
|
880 Carillon Parkway, St. Petersburg, FL 33716
|
3,946,070.719
|
11.02%
|
|
LPL Financial
|
4707 Executive Drive, San Diego, CA 92121-3091
|
3,737,233.343
|
10.44%
|
Class R
|
|
|
|
|
|
Sammons Financial Network LLC
|
4546 Corporate Dr. Ste. 100, West Des Moines, IA 50266-5911
|
770,994.384
|
98.84%
|
Class R6
|
|
|
|
|
|
Charles Schwab & Co. Inc.
|
211 Main Street, San Francisco, CA 94105
|
4,184,792.556
|
94.47%
|
|
|
|
|
|
Eaton Vance Core Bond Fund
|
|
|
|
Class A
|
|
|
|
|
|
American Enterprise Investment SVC
|
707 2nd Ave. S, Minneapolis, MN 55402-2405
|
371,724.581
|
18.23%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
268,134.871
|
13.15%
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
259,672.551
|
12.73%
|
|
LPL Financial
|
4707 Executive Drive, San Diego, CA 92121-3091
|
207,888.346
|
10.19%
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
207,307.843
|
10.16%
|
|
Edward D. Jones & Co.
|
12555 Manchester Road, St. Louis, MO 63131-3710
|
199,299.935
|
9.77%
|
|
Morgan Stanley Smith Barney LLC
|
1 New York Plaza, FL 12, New York, NY 10004-1901
|
125,523.888
|
6.15%
|
|
Address
|
Amount of Securities
Owned
|
Percentage
Owned
|
Class I
|
|
|
|
|
|
USCGT DAF Growth & Income Fund
|
Two International Place, Boston, MA 02110
|
3,306,244.965
|
25.43%
|
|
American Enterprise Investment SVC
|
707 2nd Ave. S, Minneapolis, MN 55402-2405
|
2,187,771.518
|
16.82%
|
|
Raymond James
|
880 Carillon Parkway, St. Petersburg, FL 33716
|
2,124,471.078
|
16.34%
|
|
Eaton Vance Trust Company Collective Investment Trust**
|
Two International Place, Boston, MA 02110-4104
|
1,290,289.534
|
9.92%
|
|
LPL Financial
|
4707 Executive Drive, San Diego, CA 92121-3091
|
771,498.559
|
5.93%
|
|
|
|
|
|
Eaton Vance Dividend Builder Fund
|
|
|
|
Class A
|
|
|
|
|
|
Merrill Lynch, Pierce, Fenner & Smith
|
4800 Deer Lake Dr. E, 3rd Floor, Jacksonville, FL 32246-6486
|
5,131,994.604
|
11.95%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
4,040,857.407
|
9.40%
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
3,215,025.421
|
7.48%
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
3,066,981.377
|
7.14%
|
|
Morgan Stanley Smith Barney LLC
|
1 New York Plaza, FL 12, New York, NY 10004-1901
|
2,966,357.572
|
6.90%
|
Class C
|
|
|
|
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
347,945.655
|
19.92%
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
286,135.269
|
16.38%
|
|
American Enterprise Investment SVC
|
707 2nd Ave. S, Minneapolis, MN 55402-2405
|
186,899.280
|
10.70%
|
|
LPL Financial
|
4707 Executive Drive, San Diego, CA 92121-3091
|
148,351.926
|
8.49%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
144,131.885
|
8.25%
|
|
Raymond James
|
880 Carillon Parkway, St. Petersburg, FL 33716
|
138,552.705
|
7.93%
|
Class I
|
|
|
|
|
|
UBS WM USA
|
1000 Harbor Blvd., Weehawken, NJ 07086
|
2,301,929.245
|
19.93%
|
|
American Enterprise Investment SVC
|
707 2nd Ave. S, Minneapolis, MN 55402-2405
|
1,608,301.483
|
13.92%
|
|
Morgan Stanley Smith Barney LLC
|
1 New York Plaza, FL 12, New York, NY 10004-1901
|
1,410,374.036
|
12.21%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
1,359,175.436
|
11.76%
|
|
Merrill Lynch, Pierce, Fenner & Smith
|
4800 Deer Lake Dr. E, 3rd Floor, Jacksonville, FL 32246-6486
|
789,564.950
|
6.83%
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
727,825.635
|
6.30%
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
709,426.081
|
6.14%
|
|
Raymond James
|
880 Carillon Parkway, St. Petersburg, FL 33716
|
599,886.710
|
5.19%
|
|
LPL Financial
|
4707 Executive Drive, San Diego, CA 92121-3091
|
581,175.580
|
5.03%
|
|
|
|
|
|
Eaton Vance Greater India Fund
|
|
|
|
Class A
|
|
|
|
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
728,285.039
|
18.11%
|
|
Charles Schwab & Co. Inc.
|
211 Main Street, San Francisco, CA 94105
|
404,197.176
|
10.05%
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
392,941.577
|
9.77%
|
|
Morgan Stanley Smith Barney LLC
|
1 New York Plaza, FL 12, New York, NY 10004-1901
|
387,658.966
|
9.64%
|
|
Merrill Lynch, Pierce, Fenner & Smith
|
4800 Deer Lake Dr. E, 3rd Floor, Jacksonville, FL 32246-6486
|
368,781.040
|
9.17%
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
247,241.542
|
6.14%
|
|
Charles Schwab & Co. Inc.
|
211 Main Street, San Francisco, CA 94105
|
222,538.324
|
5.53%
|
|
TD Ameritrade
|
P.O. Box 2226, Omaha, NE 68103-2226
|
221,029.695
|
5.49%
|
Class C
|
|
|
|
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
70,117.622
|
31.80%
|
|
Morgan Stanley Smith Barney LLC
|
1 New York Plaza, FL 12, New York, NY 10004-1901
|
40,285.731
|
18.27%
|
|
Raymond James
|
880 Carillon Parkway, St. Petersburg, FL 33716
|
24,705.068
|
11.20%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
20,793.747
|
9.43%
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
16,318.997
|
7.40%
|
|
UBS WM USA
|
1000 Harbor Blvd., Weehawken, NJ 07086
|
13,642.376
|
6.18%
|
Class I
|
|
|
|
|
|
JP Morgan Securities LLC
|
4 Chase Metrotech Center, Brooklyn, NY 11245
|
556,766.518
|
36.34%
|
|
Merrill Lynch, Pierce, Fenner & Smith
|
4800 Deer Lake Dr. E, 3rd Floor, Jacksonville, FL 32246-6486
|
188,934.600
|
12.33%
|
|
UBS WM USA
|
1000 Harbor Blvd., Weehawken, NJ 07086
|
149,760.403
|
9.77%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
98,981.829
|
6.46%
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
84,808.021
|
5.53%
|
|
LPL Financial
|
4707 Executive Drive, San Diego, CA 92121-3091
|
84,138.909
|
5.49%
|
|
Morgan Stanley Smith Barney LLC
|
1 New York Plaza, FL 12, New York, NY 10004-1901
|
80,848.771
|
5.27%
|
|
|
|
|
|
|
Address
|
Amount of Securities
Owned
|
Percentage
Owned
|
Eaton Vance Growth Fund
|
|
|
|
Class A
|
|
|
|
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
901,726.315
|
11.30%
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
792,156.205
|
9.93%
|
|
Morgan Stanley Smith Barney LLC
|
1 New York Plaza, FL 12, New York, NY 10004-1901
|
609,411.262
|
7.64%
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
496,304.487
|
6.22%
|
|
Merrill Lynch, Pierce, Fenner & Smith
|
4800 Deer Lake Dr. E, 3rd Floor, Jacksonville, FL 32246-6486
|
455,504.544
|
5.71%
|
Class C
|
|
|
|
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
94,952.974
|
17.12%
|
|
American Enterprise Investment SVC
|
707 2nd Ave. S, Minneapolis, MN 55402-2405
|
78,262.656
|
14.11%
|
|
Morgan Stanley Smith Barney LLC
|
1 New York Plaza, FL 12, New York, NY 10004-1901
|
77,113.817
|
13.90%
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
74,122.758
|
13.36%
|
|
JP Morgan Securities LLC
|
4 Chase Metrotech Center, Brooklyn, NY 11245
|
43,675.662
|
7.87%
|
|
LPL Financial
|
4707 Executive Drive, San Diego, CA 92121-3091
|
31,064.274
|
5.60%
|
Class I
|
|
|
|
|
|
Morgan Stanley Smith Barney LLC
|
1 New York Plaza, FL 12, New York, NY 10004-1901
|
530,763.649
|
25.23%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
267,005.260
|
12.69%
|
|
American Enterprise Investment SVC
|
707 2nd Ave. S, Minneapolis, MN 55402-2405
|
185,508.852
|
8.81%
|
|
Charles Schwab & Co. Inc.
|
211 Main Street, San Francisco, CA 94105
|
184,993.107
|
8.79%
|
|
Raymond James
|
880 Carillon Parkway, St. Petersburg, FL 33716
|
117,410.342
|
5.58%
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
114,126.445
|
5.42%
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
110,089.699
|
5.23%
|
Class R
|
|
|
|
|
|
Massachusetts Mutual Life Insurance Company
|
1295 State St. C105, Springfield, MA 01111-0001
|
23,240.286
|
33.62%
|
|
AXA Equitable Life for Separate Account on behalf of Verious Expediter 401K Plans
|
Equitable Life 200 Plaza Dr., Secaucus, NJ 07094
|
20,394.667
|
29.50%
|
|
Matrix Trust Company Cust. FBO East Central District Health Department
|
717 17th Street, Suite 1300, Denver, CO 80202
|
12,654.040
|
18.30%
|
|
|
|
|
|
Eaton Vance Large-Cap Value Fund
|
|
|
|
Class A
|
|
|
|
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
3,490,803.415
|
11.47%
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
2,987,687.366
|
9.82%
|
|
Morgan Stanley Smith Barney LLC
|
1 New York Plaza, FL 12, New York, NY 10004-1901
|
2,890,703.187
|
9.50%
|
|
Merrill Lynch, Pierce, Fenner & Smith
|
4800 Deer Lake Dr. E, 3rd Floor, Jacksonville, FL 32246-6486
|
2,767,574.161
|
9.09%
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
1,526,047.929
|
5.01%
|
Class C
|
|
|
|
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
237,010.380
|
23.15%
|
|
LPL Financial
|
4707 Executive Drive, San Diego, CA 92121-3091
|
161,832.094
|
15.80%
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
118,418.519
|
11.56%
|
|
Merrill Lynch, Pierce, Fenner & Smith
|
4800 Deer Lake Dr. E, 3rd Floor, Jacksonville, FL 32246-6486
|
85,384.313
|
8.34%
|
|
Raymond James
|
880 Carillon Parkway, St. Petersburg, FL 33716
|
82,320.206
|
8.04%
|
|
Morgan Stanley Smith Barney LLC
|
1 New York Plaza, FL 12, New York, NY 10004-1901
|
76,122.772
|
7.43%
|
Class I
|
|
|
|
|
|
Morgan Stanley Smith Barney LLC
|
1 New York Plaza, FL 12, New York, NY 10004-1901
|
7,737,591.760
|
21.37%
|
|
Merrill Lynch, Pierce, Fenner & Smith
|
4800 Deer Lake Dr. E, 3rd Floor, Jacksonville, FL 32246-6486
|
6,721,534.520
|
18.56%
|
|
UBS WM USA
|
1000 Harbor Blvd., Weehawken, NJ 07086
|
4,831,696.463
|
13.34%
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
2,545,256.970
|
7.03%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
2,234,837.952
|
6.17%
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
1,908,261.746
|
5.27%
|
|
TIAA
|
211 North Broadway, Suite 1000, St. Louis, MO 63102-2733
|
1,826,366.118
|
5.04%
|
Class R
|
|
|
|
|
|
Voya Institutional Trust Company
|
One Orange Way, B3N, Windsor, CT 06095-4774
|
578,939.059
|
25.78%
|
|
Hartford Life Insurance Company
|
1 Griffin Rd. N, Windsor, CT 06095-1512
|
499,383.825
|
22.23%
|
|
Voya Retirement Insurance and Annuity Company
|
1 Orange Way, Windsor, CT 06095-4774
|
334,501.784
|
14.89%
|
|
Address
|
Amount of Securities
Owned
|
Percentage
Owned
|
Class R6
|
|
|
|
|
|
Great-West Trust Company LLC TTEE Navistar Inc. Retirement Accumulation
|
8525 E. Orchard Rd., Greenwood Village, CO 80111
|
1,458,126.529
|
44.98%
|
|
TIAA
|
211 North Broadway, Suite 1000, St. Louis, MO 63102-2733
|
913,789.229
|
28.18%
|
|
Great-West Trust Company LLC TTEE Employee Benefits Clients 401K
|
8515 E. Orchard Rd., 2T2, Greenwood Village, CO 80111
|
358,332.853
|
11.05%
|
|
Great-West Trust Company LLC TTEE Navistar Inc. 401K
|
8525 E. Orchard Rd., Greenwood Village, CO 80111
|
191,250.161
|
5.89%
|
|
|
|
|
|
Eaton Vance Real Estate Fund
|
|
|
|
Class A
|
|
|
|
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
94,854.033
|
17.59%
|
|
Charles Schwab & Co. Inc.
|
211 Main St., San Francisco, CA 94105
|
80,938.373
|
15.01%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
69,094.716
|
12.81%
|
|
Raymond James
|
880 Carillon Parkway, St. Petersburg, FL 33716
|
52,146.814
|
9.67%
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
40,701.159
|
7.54%
|
Class I
|
|
|
|
|
|
Charles Schwab & Co. Inc.
|
211 Main St., San Francisco, CA 94105
|
499,162.856
|
35.49%
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
386,174.805
|
27.45%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
187,442.048
|
13.32%
|
|
American Enterprise Investment SVC
|
707 2nd Ave. S, Minneapolis, MN 55402-2405
|
140,840.630
|
10.01%
|
|
|
|
|
|
Eaton Vance Short Duration Inflation-Protected Income Fund
|
|
|
Class A
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
1,016,853.605
|
33.19%
|
|
Charles Schwab & Co. Inc.
|
211 Main St., San Francisco, CA 94105
|
494,190.816
|
16.13%
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
350,044.592
|
11.42%
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
270,451.175
|
8.82%
|
|
Morgan Stanley Smith Barney LLC
|
1 New York Plaza, FL 12, New York, NY 10004-1901
|
154,436.208
|
5.04%
|
Class C
|
|
|
|
|
|
RBC Capital Markets LLC
|
510 Marquette Ave., Minneapolis, MN 55402-1110
|
118,908.658
|
27.38%
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
79,896.955
|
18.39%
|
|
American Enterprise Investment SVC
|
707 2nd Ave. S, Minneapolis, MN 55402-2405
|
61,402.511
|
14.13%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
28,615.950
|
6.58%
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
26,137.842
|
6.01%
|
Class I
|
|
|
|
|
|
Charles Schwab & Co. Inc.
|
211 Main St., San Francisco, CA 94105
|
2,314,202.783
|
17.53%
|
|
American Enterprise Investment SVC
|
707 2nd Ave. S, Minneapolis, MN 55402-2405
|
1,631,787.531
|
12.36%
|
|
USCGT DAF Gift Preservation Fund c/o Eaton Vance Management
|
Two International Place, Boston, MA 02110
|
1,554,806.654
|
11.78%
|
|
USCGT DAF Income Fund c/o Eaton Vance Management
|
Two International Place, Boston, MA 02110
|
1,376,742.550
|
10.43%
|
|
Morgan Stanley Smith Barney LLC
|
1 New York Plaza, FL 12, New York, NY 10004-1901
|
1,361,605.316
|
10.31%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
1,033,648.865
|
7.83%
|
|
LPL Financial
|
4707 Executive Drive, San Diego, CA 92121-3091
|
817,241.703
|
6.19%
|
|
|
|
|
|
Eaton Vance Small-Cap Fund
|
|
|
|
Class A
|
|
|
|
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
244,298.329
|
13.47%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
235,360.571
|
12.98%
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
173,548.988
|
9.57%
|
|
American Enterprise Investment SVC
|
707 2nd Ave. S, Minneapolis, MN 55402-2405
|
153,197.814
|
8.45%
|
|
LPL Financial
|
4707 Executive Drive, San Diego, CA 92121-3091
|
104,300.105
|
5.75%
|
|
Address
|
Amount of Securities
Owned
|
Percentage
Owned
|
Class C
|
|
|
|
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
84,418.572
|
29.35%
|
|
Raymond James
|
880 Carillon Parkway, St. Petersburg, FL 33716
|
64,054.960
|
22.27%
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
40,552.242
|
14.10%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
22,943.101
|
7.97%
|
|
LPL Financial
|
4707 Executive Drive, San Diego, CA 92121-3091
|
18,126.532
|
6.30%
|
|
American Enterprise Investment SVC
|
707 2nd Ave. S, Minneapolis, MN 55402-2405
|
15,347.181
|
5.33%
|
Class I
|
|
|
|
|
|
Charles Schwab & Co. Inc.
|
211 Main Street, San Francisco, CA 94105
|
1,271,591.242
|
25.89%
|
|
Raymond James
|
880 Carillon Parkway, St. Petersburg, FL 33716
|
1,188,210.083
|
24.19%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
809,612.513
|
16.48%
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
333,694.198
|
6.79%
|
|
DCGT as TTEE and/or Cust FBO PLIC Various Retirement Plans Omnibus
|
711 High Street, Des Moines, IA 50392
|
283,680.164
|
5.77%
|
Class R
|
|
|
|
|
|
AXA Equitable Life for Separate Acct on behalf of Verious Expediter 401L Plans
|
Equitable Life, 200 Plaza Dr., Secaucus, NJ 07094
|
21,482.347
|
52.64%
|
|
Ascensus Trust Company
|
P.O. Box 10758, Fargo, ND 58106
|
6,340.222
|
15.53%
|
|
D. Outwater & R. Pinckes Outwater
|
8515 E. Orchard Rd., 2T2, Greenwood Village, CO 80111
|
4,434.777
|
10.86%
|
|
Matrix Trust Company FBO Ramona Humane Society, Inc. 403(b)
|
717 17Th Street, Suite 1300, Denver, CO 80202
|
2,611.897
|
6.40%
|
|
PAI Trust Company, Inc. Bowie Baysox Baseball Club, LLC
|
1300 Enterprise Drive, De Pere, WI 54115
|
2,433.658
|
5.96%
|
|
|
|
|
|
Eaton Vance Special Equities Fund
|
|
|
|
Class A
|
|
|
|
|
|
Merrill Lynch, Pierce, Fenner & Smith
|
4800 Deer Lake Dr. E, 3rd Floor, Jacksonville, FL 32246-6486
|
85,403.709
|
6.85%
|
|
Charles Schwab & Co. Inc.
|
211 Main Street, San Francisco, CA 94105
|
74,279.643
|
5.95%
|
Class C
|
|
|
|
|
|
RBC Capital Markets LLC
|
510 Marquette Ave., Minneapolis, MN 55402-1110
|
9,395.838
|
33.89%
|
|
Wells Fargo Clearing SVCS LLC
|
2801 Market Street, St. Louis, MO 63103
|
7,448.194
|
26.86%
|
|
Pershing LLC
|
1 Pershing Plaza, Jersey City, NJ 07399-0001
|
5,421.269
|
19.55%
|
|
National Financial Services LLC
|
499 Washington Blvd., Jersey City, NJ 07310
|
2,141.763
|
7.72%
|
Class I
|
|
|
|
|
|
USCGT DAF Growth Fund c/o Eaton Vance Management
|
Two International Place, Boston, MA 02110
|
209,146.033
|
35.08%
|
|
EVTC Collective Investment Trust FBO Employee Benefit Plans Moderate Fund**
|
Two International Place, Boston, MA 02110-4104
|
119,636.382
|
20.07%
|
|
USCGT DAF Growth & Income Fund c/o Eaton Vance Management
|
Two International Place, Boston, MA 02110
|
112,084.784
|
18.80%
|
|
Charles Schwab & Co. Inc.
|
211 Main Street, San Francisco, CA 94105
|
32,658.890
|
5.47%
|
|
|
|
|
|
Eaton Vance Variable Trust
|
|
|
|
|
|
|
|
|
|
Address
|
Amount of Securities
Owned
|
Percentage
Owned
|
Eaton Vance VT Floating-Rate Income Fund
|
|
|
|
Initial Class
|
|
|
|
|
IDS Life Insurance Company
|
1099 Ameriprise Financial Center, Minneapolis, MN 55474
|
10,487,034.298
|
19.12%
|
|
Nationwide Life Insurance Company
|
One Nationwide Plaza, Columbus, OH 73215
|
6,200,031.795
|
11.30%
|
|
Jefferson National Life Insurance Company
|
One Nationwide Plaza, Columbus, OH 73215
|
5,854,565.783
|
10.67%
|
|
AXA Equitable Life Separate Account
|
1290 Avenue of the Americas, 12th Floor, New York, NY 10104
|
5,557,464.746
|
10.13%
|
|
Great-West Life & Annuity
|
8515 East Orchard Road, Greenwood Village, CO 80111
|
4,775,231.455
|
8.71%
|
|
GE Life and Assurance Company
|
6620 West Broad Street, Building 2, Richmond, VA 23230
|
3,952,456.131
|
7.21%
|
|
Nationwide Life Insurance Company
|
One Nationwide Plaza, Columbus, OH 73215
|
3,786,484.265
|
6.90%
|
|
The Lincoln National Life Insurance Company
|
1300 S. Clinton Street, Fort Wayne, IN 46802
|
3,571,001.057
|
6.51%
|
|
Nationwide Life Insurance Company
|
One Nationwide Plaza, Columbus, OH 73215
|
2,812,971.484
|
5.13%
|
|
|
|
|
|
ADV Class
|
|
|
|
|
Symetra Life Insurance Company
|
777 108th Avenue NE, Bellevue, WA 98004
|
239,513.047
|
52.28%
|
|
The Lincoln National Life Insurance Company
|
1300 S. Clinton Street, Fort Wayne, IN 46802
|
206,347.882
|
45.04%
|
|
|
|
|
|
Institutional Class
|
|
|
|
|
Eaton Vance Management
|
Two International Place, Boston, MA 02110-4104
|
111.112
|
99.9%
|
|
|
|
|
|
Eaton Vance NextShares Trust
|
|
|
|
|
|
|
|
|
Eaton Vance Global Income Builder NextShares
|
|
|
|
|
Eaton Vance Management
|
Two International Place, Boston, MA 02110
|
600,000.000
|
96.8%
|
|
|
|
|
|
Eaton Vance Stock NextShares
|
|
|
|
|
Eaton Vance Management
|
Two International Place, Boston, MA 02110
|
450,000.000
|
96.1%
|
|
|
|
|
|
Eaton Vance NextShares Trust II
|
|
|
|
Eaton Vance TABS 5-to-15 Year Laddered Municipal Bond NextShares
|
|
|
|
Eaton Vance Management
|
Two International Place, Boston, MA 02110
|
700,000.000
|
95.6%
|
|
|
|
|
|
|
|
|
|
|
* As of the
record date, Eaton Vance Management (“Eaton Vance”) and/or its affiliates own and/or have the power to vote (including
where a Fund invests in Class I or Institutional Class Shares of another Fund or Funds) shares of certain Funds. Eaton Vance and
its affiliates intend to vote such shares in the same proportion as those cast by other shareholders (unless otherwise required
by the plan or agreement governing the shares), except in the case of Funds where Eaton Vance and/or its affiliates own 25% or
more of the Fund’s outstanding shares as of the record date, as disclosed below. In the case of Funds where Eaton Vance and/or
its affiliates own 25% or more of the Fund’s outstanding shares as of the record date, Eaton Vance and its affiliates intend
to vote those shares in favor of each applicable Proposal as they may already be deemed to control those Funds because of the size
of their ownership interest. As disclosed below, in the case of certain Series, the favorable vote of Eaton Vance and/or its affiliates
will be sufficient to result in the approval of certain Proposals.
|
**
|
Investment vehicle for profit sharing and retirement savings plans sponsored by EVM and certain of its affiliated entities.
|
As of November 30, 2020, the following entities owned the approximate
percentage indicated of the outstanding voting interests in a Portfolio. Interests in a Portfolio may only be held by certain investment
companies and other entities. Interests in a Portfolio cannot be purchased by a Trustee or officer of a Portfolio.
|
Address
|
Percentage Owned
|
Core Bond Portfolio
|
|
|
Eaton Vance Balanced Fund
|
Two International Place, Boston, MA 02110
|
72.12%
|
Eaton Vance Core Bond Fund
|
Two International Place, Boston, MA 02110
|
27.88%
|
Emerging Markets Local Income Portfolio
|
|
|
Eaton Vance Emerging Markets Local Income Fund
|
Two International Place, Boston, MA 02110
|
94.06%
|
Eaton Vance Floating Rate Portfolio
|
|
|
Eaton Vance Floating-Rate Fund
|
Two International Place, Boston, MA 02110
|
87.69%
|
Eaton Vance Floating-Rate & High Income Fund
|
Two International Place, Boston, MA 02110
|
12.30%
|
Global Income Builder Portfolio
|
|
|
Eaton Vance Global Income Builder Fund
|
Two International Place, Boston, MA 02110
|
97.75%
|
Global Macro Absolute Return Advantage Portfolio
|
|
|
Eaton Vance Global Macro Absolute Return Advantage Fund
|
Two International Place, Boston, MA 02110
|
91.13%
|
Eaton Vance Short Duration Strategic Income Fund
|
Two International Place, Boston, MA 02110
|
8.43%
|
Global Macro Capital Opportunities Portfolio
|
|
|
Eaton Vance Emerging and Frontier Countries Equity Fund
|
Two International Place, Boston, MA 02110
|
99.99%
|
Global Macro Portfolio
|
|
|
Eaton Vance Global Macro Absolute Return Fund
|
Two International Place, Boston, MA 02110
|
99.99%
|
Global Opportunities Portfolio
|
|
|
Eaton Vance Short Duration Strategic Income Fund
|
Two International Place, Boston, MA 02110
|
95.10%
|
Greater India Portfolio
|
|
|
Eaton Vance Greater India Fund
|
Two International Place, Boston, MA 02110
|
99.99%
|
High Income Opportunities Portfolio
|
|
|
Eaton Vance High Income Opportunities Fund
|
Two International Place, Boston, MA 02110
|
84.83%
|
Eaton Vance Short Duration Strategic Income Fund
|
Two International Place, Boston, MA 02110
|
15.17%
|
International Income Portfolio
|
|
|
Èaton Vance Diversified Currency Income Fund
|
Two International Place, Boston, MA 02110
|
99.98%
|
Senior Debt Portfolio
|
|
|
Eaton Vance Floating-Rate Advantage Fund
|
Two International Place, Boston, MA 02110
|
97.17%
|
Stock Portfolio
|
|
|
Eaton Vance Balanced Fund
|
Two International Place, Boston, MA 02110
|
85.46%
|
Eaton Vance Stock Fund
|
Two International Place, Boston, MA 02110
|
13.53%
|
Tax-Managed Growth Portfolio
|
|
|
Belvedere Capital Fund Company LLC1
|
Two International Place, Boston, MA 02110
|
83.61%
|
Eaton Vance Tax-Managed Growth Fund 1.1
|
Two International Place, Boston, MA 02110
|
7.41%
|
Tax-Managed International Equity Portfolio
|
|
|
Parametric Tax-Managed International Equity Fund
|
Two International Place, Boston, MA 02110
|
50.42%
|
Eaton Vance Tax-Managed Equity Asset Allocation Fund
|
Two International Place, Boston, MA 02110
|
49.58%
|
Tax-Managed Multi-Cap Growth Portfolio
|
|
|
Eaton Vance Tax-Managed Multi-Cap Growth Fund
|
Two International Place, Boston, MA 02110
|
57.95%
|
Eaton Vance Tax-Managed Equity Asset Allocation Fund
|
Two International Place, Boston, MA 02110
|
42.05%
|
Tax-Managed Small-Cap Portfolio
|
|
|
Eaton Vance Tax-Managed Small-Cap Fund
|
Two International Place, Boston, MA 02110
|
65.88%
|
Eaton Vance Tax-Managed Equity Asset Allocation Fund
|
Two International Place, Boston, MA 02110
|
34.12%
|
Tax-Managed Value Portfolio
|
|
|
Eaton Vance Tax-Managed Value Fund
|
Two International Place, Boston, MA 02110
|
81.15%
|
Eaton Vance Tax-Managed Equity Asset Allocation Fund
|
Two International Place, Boston, MA 02110
|
18.85%
|
5-to-15 Year Laddered Municipal Bond Portfolio
|
|
|
Eaton Vance TABS 5-to-15 Year Laddered Municipal Bond Fund
|
Two International Place, Boston, MA 02110
|
99.13%
|
1 A Massachusetts limited liability company. Belvedere
Capital Fund Company LLC intends to vote its interest in Tax-Managed Growth Portfolio in the same proportion as the vote cast by
other interestholders.
As of November 30, 2020, the current Trustees/Directors and officers
of each Fund individually and as a group own beneficially less than 1% of the outstanding shares of a class of a Fund except as
follows:
Fund/Class
|
Amount of Securities
Owned
|
Percentage
Owned
|
Eaton Vance Atlanta Capital Select Equity Fund – Class R6
|
11,137.653
|
1.43%
|
Eaton Vance Balanced Fund – Class R6
|
55,626.304
|
1.26%
|
Eaton Vance Floating-Rate Advantage Fund – Class R6
|
62,967.261
|
1.82%
|
Eaton Vance Focused Growth Opportunities Fund – Class I
|
101,665.982
|
1.31%
|
Eaton Vance Global Macro Absolute Return Fund – Class I
|
14,650.700
|
1.00%
|
Eaton Vance Greater China Growth Fund – Class I
|
7,651.418
|
1.18%
|
Eaton Vance Multi-Asset Credit Fund – Class I
|
10,618.698
|
3.42%
|
Eaton Vance Special Equities Fund – Class I
|
6,037.513
|
1.01%
|
Eaton Vance TABS 5-to-15 Year Laddered Municipal Bond NextShares
|
9,960.000
|
1.42%
|
As of November 30, 2020, Eaton Vance and/or its affiliates
owned 25% or more of the outstanding shares of each Fund listed below:
Fund/Class
|
Amount of Securities
Owned
|
Percentage
Owned
|
Eaton Vance Core Bond Fund
|
6,280,561.264
|
41.8%
|
Eaton Vance Emerging Markets Debt Fund
|
800,000.000
|
93.9%
|
Eaton Vance Focused Global Opportunities Fund
|
402,383.853
|
95.6%
|
Eaton Vance Focused Value Opportunities Fund
|
6,468,604.164
|
48.3%
|
Eaton Vance International Small-Cap Fund
|
2,849,812.448
|
78.2%
|
Eaton Vance Multi-Asset Credit Fund
|
10,067,714.71
|
25.7%
|
Eaton Vance Special Equities Fund
|
458,387.817
|
25.1%
|
Eaton Vance TABS 10-to-20 Year Laddered Municipal Bond Fund
|
586,126.75
|
28.9%
|
Eaton Vance Global Income Builder NextShares
|
600,000.000
|
99.9%
|
Eaton Vance Stock NextShares
|
450,000.000
|
99.9%
|
Eaton Vance TABS 5-to-15 Year Laddered Municipal Bond NextShares
|
700,000.000
|
99.9%
|
As of November 30, 2020, the favorable vote of Eaton Vance
and/or its affiliates will be sufficient to result in the approval of Proposal 1B for each Series listed below:
SERIES
|
Percentage
Owned
|
|
|
Eaton Vance Emerging Markets Debt Fund
|
93.9%
|
Eaton Vance Focused Global Opportunities Fund
|
95.6%
|
Eaton Vance Global Income Builder NextShares
|
96.8%
|
Eaton Vance International Small-Cap Fund
|
78.2%
|
Eaton Vance Stock NextShares
|
96.1%
|
Eaton Vance TABS 5-to-15 Year Laddered Municipal Bond NextShares
|
95.6%
|
As of November 30, 2020, the favorable vote of Eaton Vance
and/or its affiliates will be sufficient to result in the approval of Proposal 2A for each Series listed below:
SERIES
|
Percentage
Owned
|
|
|
Eaton Vance Focused Global Opportunities Fund
|
95.6%
|
Eaton Vance Global Income Builder NextShares
|
96.8%
|
Eaton Vance International Small-Cap Fund
|
78.2%
|
As of November 30, 2020, the favorable vote of Eaton Vance
and/or its affiliates will be sufficient to result in the approval of Proposal 2B for each Series listed below:
SERIES
|
Percentage
Owned
|
|
|
Eaton Vance TABS 5-to-15 Year Laddered Municipal Bond NextShares
|
95.6%
|
As of November 30, 2020, the favorable vote of Eaton Vance
and/or its affiliates will be sufficient to result in the approval of Proposal 3A for each Series listed below:
SERIES
|
Percentage
Owned
|
|
|
Eaton Vance Stock NextShares
|
96.1%
|
Eaton Vance Global Income Builder NextShares
|
96.8%
|
Eaton Vance TABS 5-to-15 Year Laddered Municipal Bond NextShares
|
95.6%
|
As of November 30, 2020, the favorable vote of Eaton Vance
and/or its affiliates will be sufficient to result in the approval of Proposal 4A for each Series listed below:
SERIES
|
Percentage
Owned
|
|
|
Eaton Vance Global Income Builder NextShares
|
96.8%
|
Appendix Z
AFFILIATED BROKERAGE COMMISSIONS
The table below provides information
on the aggregate amount of commissions paid by a Fund to a broker that is (i) an affiliated person of the Funds, (ii) an
affiliated person of such person, or (iii) an affiliated person of which is an affiliated person of the Funds or Eaton Vance
(collectively, “Affiliated Brokers”), and the percentage of a Fund’s aggregate brokerage commissions paid to
any such Affiliated Broker during the Funds’ most recently completed fiscal year. As a result of the Closing, broker-dealers
affiliated with Morgan Stanley, including Morgan Stanley & Co. LLC and Morgan Stanley Smith Barney LLC, each will be considered
an Affiliated Broker of the Funds and transactions with these brokers are included below. No brokerage commissions were paid to
any other affiliated brokers during each Fund’s most recent fiscal year.
|
Aggregate Brokerage Commissions Paid to an Affiliated Broker
|
Percentage of the Fund’s/Portfolio’s Aggregate Brokerage Commission Paid to an Affiliated Broker
|
Eaton Vance Growth Trust
|
|
|
Eaton Vance Atlanta Capital Focused Growth Fund
|
$1,610
|
3%
|
Eaton Vance Atlanta Capital Select Equity Fund
|
$8,171
|
8%
|
Eaton Vance Atlanta Capital SMID-Cap Fund
|
$203,312
|
15%
|
Eaton Vance Focused Global Opportunities Fund
|
$27
|
1%
|
Eaton Vance Focused Growth Opportunities Fund
|
$9,657
|
7%
|
Eaton Vance Focused Value Opportunities Fund
|
$44,242
|
24%
|
Eaton Vance Greater China Growth Fund
|
$2,108
|
9%
|
Eaton Vance Hexavest Global Equity Fund
|
$2,056
|
6%
|
Eaton Vance Hexavest International Equity Fund
|
$5,105
|
6%
|
Eaton Vance International Small-Cap Fund
|
$1,432
|
3%
|
Eaton Vance Richard Bernstein All Asset Strategy Fund
|
$23,751
|
7%
|
Eaton Vance Richard Bernstein Equity Strategy Fund
|
$40,153
|
23%
|
Eaton Vance Worldwide Health Sciences Fund
|
$2,057
|
1%
|
|
|
|
Eaton Vance Investment Trust
|
|
|
Eaton Vance Floating-Rate Municipal Income Fund
|
None
|
0%
|
Eaton Vance National Limited Maturity Municipal Income Fund
|
None
|
0%
|
Eaton Vance New York Municipal Opportunities Fund
|
None
|
0%
|
Eaton Vance Short Duration Municipals Opportunities Fund
|
None
|
0%
|
|
|
|
Eaton Vance Municipals Trust
|
|
|
Eaton Vance Arizona Municipal Income Fund
|
None
|
0%
|
Eaton Vance California Municipal Opportunities Fund
|
None
|
0%
|
Eaton Vance Connecticut Municipal Income Fund
|
None
|
0%
|
Eaton Vance Georgia Municipal Income Fund
|
None
|
0%
|
Eaton Vance Maryland Municipal Income Fund
|
None
|
0%
|
Eaton Vance Massachusetts Municipal Income Fund
|
None
|
0%
|
Eaton Vance Minnesota Municipal Income Fund
|
None
|
0%
|
Eaton Vance Missouri Municipal Income Fund
|
None
|
0%
|
Eaton Vance Municipal Opportunities Fund
|
None
|
0%
|
Eaton Vance National Municipal Income Fund
|
None
|
0%
|
Eaton Vance New Jersey Municipal Income Fund
|
None
|
0%
|
Eaton Vance New York Municipal Income Fund
|
None
|
0%
|
Eaton Vance North Carolina Municipal Income Fund
|
None
|
0%
|
Eaton Vance Ohio Municipal Income Fund
|
None
|
0%
|
Eaton Vance Oregon Municipal Income Fund
|
None
|
0%
|
Eaton Vance Pennsylvania Municipal Income Fund
|
None
|
0%
|
Eaton Vance South Carolina Municipal Income Fund
|
None
|
0%
|
Eaton Vance Virginia Municipal Income Fund
|
None
|
0%
|
|
|
|
Eaton Vance Municipals Trust II
|
|
|
Eaton Vance High Yield Municipal Income Fund
|
None
|
0%
|
Parametric TABS Intermediate-Term Municipal Bond Fund
|
None
|
0%
|
Parametric TABS Short-Term Municipal Bond Fund
|
None
|
0%
|
Parametric TABS 1-to-10 Year Laddered Municipal Bond Fund
|
None
|
0%
|
Parametric TABS 5-to-15 Year Laddered Municipal Bond Fund
|
None
|
0%
|
Parametric TABS 10-to-20 Year Laddered Municipal Bond Fund
|
None
|
0%
|
|
Aggregate Brokerage Commissions Paid to an Affiliated Broker
|
Percentage of the Fund’s/Portfolio’s Aggregate Brokerage Commission Paid to an Affiliated Broker
|
Eaton Vance Mutual Funds Trust
|
|
|
Eaton Vance AMT-Free Municipal Income Fund
|
None
|
0%
|
Eaton Vance Core Plus Bond Fund
|
None
|
0%
|
Eaton Vance Emerging and Frontier Countries Equity Fund
|
None
|
0%
|
Eaton Vance Emerging Markets Debt Fund
|
None
|
0%
|
Eaton Vance Emerging Markets Local Income Fund
|
None
|
0%
|
Eaton Vance Floating-Rate Advantage Fund
|
None
|
0%
|
Eaton Vance Floating-Rate Fund
|
None
|
0%
|
Eaton Vance Floating-Rate & High Income Fund
|
None
|
0%
|
Eaton Vance Global Bond Fund
|
None
|
0%
|
Eaton Vance Global Income Builder Fund
|
None
|
0%
|
Eaton Vance Global Macro Absolute Return Advantage Fund
|
None
|
0%
|
Eaton Vance Global Macro Absolute Return Fund
|
None
|
0%
|
Eaton Vance Global Small-Cap Equity Fund
|
$1,241
|
4%
|
Eaton Vance Government Opportunities Fund
|
None
|
0%
|
Eaton Vance High Income Opportunities Fund
|
None
|
0%
|
Eaton Vance Multi-Asset Credit Fund
|
None
|
0%
|
Eaton Vance Short Duration Government Income Fund
|
None
|
0%
|
Eaton Vance Short Duration High Income Fund
|
None
|
0%
|
Eaton Vance Short Duration Strategic Income Fund
|
None
|
0%
|
Eaton Vance Stock Fund
|
None
|
0%
|
Eaton Vance Tax-Managed Equity Asset Allocation Fund
|
None
|
0%
|
Eaton Vance Tax-Managed Global Dividend Income Fund
|
$45,908
|
5%
|
Eaton Vance Tax-Managed Growth Fund 1.1
|
None
|
0%
|
Eaton Vance Tax-Managed Growth Fund 1.2
|
None
|
0%
|
Eaton Vance Tax-Managed Multi-Cap Growth Fund
|
None
|
0%
|
Eaton Vance Tax-Managed Small-Cap Fund
|
None
|
0%
|
Eaton Vance Tax-Managed Value Fund
|
None
|
0%
|
Parametric Commodity Strategy Fund
|
None
|
0%
|
Parametric Dividend Income Fund
|
None
|
0%
|
Parametric Emerging Markets Fund
|
$41,372
|
6%
|
Parametric International Equity Fund
|
$41,287
|
18%
|
Parametric Tax-Managed International Equity Fund
|
None
|
0%
|
Parametric Volatility Risk Premium – Defensive Fund
|
None
|
0%
|
|
|
|
Eaton Vance Series Fund, Inc.
|
|
|
Eaton Vance Emerging Markets Debt Opportunities Fund
|
None
|
0%
|
|
|
|
Eaton Vance Series Trust
|
|
|
Eaton Vance Tax-Managed Growth Fund 1.0
|
None
|
0%
|
|
|
|
Eaton Vance Series Trust II
|
|
|
Eaton Vance Income Fund of Boston
|
None
|
0%
|
Parametric Tax-Managed Emerging Markets Fund
|
$100,594
|
7%
|
|
|
|
Eaton Vance Special Investment Trust
|
|
|
Eaton Vance Balanced Fund
|
None
|
0%
|
Eaton Vance Core Bond Fund
|
None
|
0%
|
Eaton Vance Dividend Builder Fund
|
$26,263
|
5%
|
Eaton Vance Greater India Fund
|
None
|
0%
|
Eaton Vance Growth Fund
|
$4,595
|
4%
|
Eaton Vance Large-Cap Value Fund
|
$103,110
|
10%
|
Eaton Vance Real Estate Fund
|
$1,462
|
7%
|
Eaton Vance Short Duration Inflation-Protected Income Fund
|
None
|
0%
|
Eaton Vance Small-Cap Fund
|
$1,886
|
4%
|
Eaton Vance Special Equities Fund
|
$1,463
|
6%
|
|
|
|
Eaton Vance Variable Trust
|
|
|
Eaton Vance VT Floating-Rate Income Fund
|
None
|
0%
|
|
Aggregate Brokerage Commissions Paid to an Affiliated Broker
|
Percentage of the Fund’s/Portfolio’s Aggregate Brokerage Commission Paid to an Affiliated Broker
|
NEXTSHARESTM
|
|
|
Eaton Vance NextShares Trust
|
|
|
Eaton Vance Global Income Builder NextShares
|
None
|
0%
|
Eaton Vance Stock NextShares
|
None
|
0%
|
|
|
|
Eaton Vance NextShares Trust II
|
|
|
Eaton Vance TABS 5-to-15 Year Laddered Municipal Bond NextShares
|
None
|
0%
|
|
|
|
PORTFOLIOS
|
|
|
Core Bond Portfolio
|
None
|
0%
|
Emerging Markets Local Income Portfolio
|
None
|
0%
|
Eaton Vance Floating Rate Portfolio
|
None
|
0%
|
Global Income Builder Portfolio
|
$11,121
|
5%
|
Global Macro Absolute Return Advantage Portfolio
|
None
|
0%
|
Global Macro Capital Opportunities Portfolio
|
None
|
0%
|
Global Macro Portfolio
|
None
|
0%
|
Global Opportunities Portfolio
|
None
|
0%
|
Greater India Portfolio
|
$3,842
|
2%
|
High Income Opportunities Portfolio
|
None
|
0%
|
International Income Portfolio
|
None
|
0%
|
Senior Debt Portfolio
|
None
|
0%
|
Stock Portfolio
|
$42,839
|
15%
|
Tax-Managed Growth Portfolio
|
$22,711
|
20%
|
Tax-Managed International Equity Portfolio
|
$617
|
2%
|
Tax-Managed Multi-Cap Growth Portfolio
|
$205
|
1%
|
Tax-Managed Small-Cap Portfolio
|
$7,071
|
6%
|
Tax-Managed Value Portfolio
|
$26,697
|
15%
|
5-to-15 Year Laddered Municipal Bond Portfolio
|
None
|
0%
|
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