As filed with the Securities and Exchange Commission on May 30, 2013
1933 Act File No. 033-71320
1940 Act File No. 811-08134
SECURITIES AND EXCHANGE COMMISSION |
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WASHINGTON, D.C. 20549 |
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FORM N-1A |
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REGISTRATION STATEMENT
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POST-EFFECTIVE AMENDMENT NO. 41 |
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REGISTRATION STATEMENT
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AMENDMENT NO. 42 |
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EATON VANCE MUNICIPALS TRUST II |
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(Exact Name of Registrant as Specified in Charter) |
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Two International Place, Boston, Massachusetts 02110 |
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(Address of Principal Executive Offices) |
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(617) 482-8260 |
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(Registrant ’ s Telephone Number) |
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MAUREEN A. GEMMA |
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Two International Place, Boston, Massachusetts 02110 |
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(Name and Address of Agent for Service) |
It is proposed that this filing will become effective pursuant to Rule 485 (check appropriate box): |
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immediately upon filing pursuant to paragraph (b) |
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on (date) pursuant to paragraph (a)(1) |
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on June 1, 2013 pursuant to paragraph (b) |
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75 days after filing pursuant to paragraph (a)(2) |
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60 days after filing pursuant to paragraph (a)(1) |
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on (date) pursuant to paragraph (a)(2) |
If appropriate, check the following box: |
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This post-effective amendment designates a new effective date for a previously filed post-effective amendment. |
Eaton Vance High Yield Municipal Income Fund
Class A Shares
-
ETHYX Class B Shares
-
EVHYX Class C Shares
-
ECHYX Class I Shares - EIHYX
A mutual fund seeking high current income exempt from
regular
federal income tax
Prospectus Dated
June 1,
2013
The Securities and Exchange Commission has not approved or disapproved these securities or determined whether this Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
Information in this Prospectus
|
Page |
|
Page |
Fund Summary |
2 |
Investment Objective & Principal Policies and Risks |
7 |
Investment Objective |
2 |
Management and Organization |
9 |
Fees and Expenses of the Fund |
2 |
Valuing Shares |
10 |
Portfolio Turnover |
2 |
Purchasing Shares |
10 |
Principal Investment Strategies |
2 |
Sales Charges |
13 |
Principal Risks |
3 |
Redeeming Shares |
14 |
Performance |
5 |
Shareholder Account Features |
15 |
Management |
5 |
Additional Tax Information |
17 |
Purchase and Sale of Fund Shares |
5 |
Financial Highlights |
19 |
Tax Information |
6 |
|
|
Payments to Broker-Dealers and Other Financial Intermediaries |
6 |
|
|
This Prospectus contains important information about the Fund and the services
available to shareholders. Please save it for reference.
Fund Summary
Investment Objective
The Funds investment objective is to provide high current income exempt from regular federal income tax.
Fees and Expenses of the Fund
This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for a reduced sales charge if you invest, or agree to invest over a 13-month period, at least $50,000 in Eaton Vance funds. More information about these and other discounts is available from your financial intermediary and in Sales Charges beginning on page 13 of the Fund's Prospectus and page 18 of the Funds Statement of Additional Information.
Shareholder Fees (fees paid directly from your investment) |
Class A |
Class B |
Class C |
Class I |
Maximum Sales Charge (Load) (as a percentage of offering price) |
4.75% |
None |
None |
None |
Maximum Deferred Sales Charge (Load) (as a percentage of the lower of net asset value at time of purchase or redemption) |
None |
5.00% |
1.00% |
None |
Annual Fund Operating Expenses (expenses you pay each year as a percentage of the value of your investment) |
Class A |
Class B |
Class C |
Class I |
|
Management Fees |
|
0.49% |
0.49% |
0.49% |
0.49% |
Distribution and Service (12b-1) Fees |
|
0.25% |
1.00% |
1.00% |
n/a |
Interest Expense |
0.10% |
|
|
|
|
Expenses other than Interest Expense |
0.12 % (0.13% for Class B) |
|
|
|
|
Other Expenses |
|
0.22 % |
0.23 % |
0.22 % |
0.22 % |
Total Annual Fund Operating Expenses |
|
0.96% |
1.72% |
1.71% |
0.71% |
Example. This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over the portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the Example, affect the Funds performance. During the most recent fiscal year, the Fund's portfolio turnover rate was
22
% of the average value of its portfolio.
Principal Investment Strategies
Under normal market circumstances, the Fund invests at least 80% of its net assets in
municipal
obligations (including notes and tax-exempt commercial paper) issued by or on behalf of states, territories and possessions of the United States and the District of Columbia and their political subdivisions, agencies or instrumentalities, the interest on which is exempt from regular federal income tax (the 80% Policy). The Fund may invest without limit in obligations the income from which is subject to the federal alternative minimum tax. The Fund will primarily invest in high yield municipal obligations under normal market conditions. For this purpose, high yield municipal obligations are municipal obligations rated at the time of investment either Baa or lower by Moodys Investors Service, Inc. (Moodys), or BBB or lower by either Standard & Poors Ratings
Services
(S&P) or Fitch Ratings (Fitch
)
or, if unrated, determined by the investment adviser to be of comparable quality.
For purposes of rating restrictions, if securities are rated differently by the rating agencies, the lower rating is used.
The Fund may
Eaton Vance High Yield Municipal Income Fund
2
Prospectus dated June 1, 2013
also invest a portion of its assets in municipal obligations that are not paying current income in anticipation of possible future income. The Fund may invest in securities in any rating category, including those in default. The Fund may purchase or sell derivative instruments (such as residual interest bonds, futures contracts and options thereon, interest rate swaps, and forward rate contracts) for hedging purposes, to seek total return or as a substitute for the purchase or sale of securities.
In pursuing its investment objective, the Fund primarily acquires municipal obligations with maturities of ten years or more, but may acquire securities with shorter maturities. The Funds portfolio often has a longer average maturity than is typical of most other funds that invest primarily in municipal obligations. As a result, the interest rate risk described below may be more significant for the Fund. The Fund may
invest
25% or more of its total assets in certain types of municipal obligations (such as general obligations, municipal leases, revenue bonds and industrial development bonds) and in one or more economic sectors (such as housing, hospitals, healthcare facilities or utilities).
The investment advisers process for selecting obligations for purchase and sale emphasizes the creditworthiness of the issuer or other person obligated to repay the obligation and the relative value of the obligation in the market. In evaluating creditworthiness, the investment adviser considers ratings assigned by rating agencies and generally performs additional credit and investment analysis. The portfolio manager also may trade securities to seek to minimize taxable capital gains to shareholders. A portion of the Funds distributions generally will be subject to the federal alternative minimum tax. The Fund may not be suitable for investors subject to the federal alternative minimum tax.
Principal Risks
Municipal Bond Risk. The amount of public information available about municipal bonds is generally less than for corporate equities or bonds, meaning that the investment performance of municipal bond investments may be more dependent on the analytical abilities of the investment adviser than stock or corporate bond investments. The secondary market for municipal bonds also tends to be less well-developed and less liquid than many other securities markets, which may limit an owners ability to sell its bonds at attractive prices. The spread between the price at which an obligation can be purchased and the price at which it can be sold may widen during periods of market distress. Less liquid obligations can become more difficult to value and be subject to erratic price movements. The increased presence of non-traditional participants or the absence of traditional participants in the municipal markets may lead to greater volatility in the markets.
Debt Market Risk. Economic and other events (whether real or perceived) can reduce the demand for investments held by the Fund, which may reduce their market prices and cause the value of Fund shares to fall. The frequency and magnitude of such changes cannot be predicted. Certain securities and other investments held by the Fund can experience downturns in trading activity and, at such times, the supply of such instruments in the market may exceed the demand. At other times, the demand for such instruments may exceed the supply in the market. An imbalance in supply and demand in the market may result in valuation uncertainties and greater volatility, less liquidity, wider trading spreads and a lack of price transparency in the market. No active trading market may exist for certain investments, which may impair the ability of the Fund to sell or to realize the full value of such investments in the event of the need to liquidate such assets. Adverse market conditions may impair the liquidity of some actively traded investments.
Interest Rate Risk. As interest rates rise, the value of Fund shares is likely to decline. Conversely, when interest rates decline, the value of Fund shares is likely to rise. Obligations with longer maturities generally offer higher yields, but involve greater risk because the prices of such obligations are more sensitive to changes in interest rates than obligations with shorter maturities. In a declining interest rate environment, prepayments of obligations may increase if the issuer has the ability to pre-pay or call the obligation. In such circumstances, the Fund may have to reinvest the prepayment proceeds at lower yields. Because the Fund is managed toward an income objective, it may hold more longer-maturity obligations and thereby be more exposed to interest rate risk than municipal income funds that are managed with a greater emphasis on total return.
Credit Risk. Changes in economic conditions or other circumstances may reduce the capacity of issuers of fixed income securities to make principal and interest payments and may lead to defaults. Such defaults may reduce the value of Fund shares and income distributions. The value of a fixed income security also may decline because of real or perceived concerns about the issuers ability to make principal and interest payments. In addition, the credit rating of securities held by the Fund may be lowered if an issuers financial condition changes. Municipal obligations may be insured as to principal and interest payments. If the claims-paying ability or other rating of the insurer is downgraded by a rating agency, the value of such obligations may be negatively affected. In the case of an insured bond, the bonds rating will be deemed to be the higher of the rating assigned to the bonds issuer or the insurer.
Risk of Lower Rated Investments. Investments in lower rated obligations and comparable unrated securities (junk bonds) have speculative characteristics because of the credit risk associated with their issuers. Changes in economic conditions or other circumstances typically have a greater effect on the ability of issuers of lower rated investments to make principal and interest payments than they do on issuers of higher rated investments. An economic downturn generally leads to a higher non-payment
Eaton Vance High Yield Municipal Income Fund
3
Prospectus dated June 1, 2013
rate, and a lower rated investment may lose significant value before a default occurs. Lower rated investments
typically
are subject to greater price volatility and illiquidity than higher rated investments.
Derivatives Risk. The use of derivatives can lead to losses because of adverse movements in the price or value of the asset, index, rate or instrument underlying a derivative, due to failure of a counterparty or due to tax or regulatory constraints. Derivatives may create economic leverage in the Fund, which magnifies the Funds exposure to the underlying investment. Derivatives risk may be more significant when derivatives are used to enhance return or as a substitute for a cash investment position, rather than solely to hedge the risk of a position held by the Fund. When derivatives are used to gain or limit exposure to a particular market or market segment, their performance may not correlate as expected to the performance of such market , thereby causing the Fund to fail to achieve its original purpose for using such derivatives. A decision as to whether, when and how to use derivatives involves the exercise of specialized skill and judgment, and a transaction may be unsuccessful in whole or in part because of market behavior or unexpected events. Derivative instruments may be difficult to value, may be illiquid, and may be subject to wide swings in valuation caused by changes in the value of the underlying instrument. If a derivatives counterparty is unable to honor its commitments, the value of Fund shares may decline and the Fund could experience delays in the return of collateral or other assets held by the counterparty. The loss on derivative transactions may substantially exceed the initial investment.
Risk of Leveraged Transactions. Certain Fund transactions may give rise to a form of leverage. Such transactions may include, among others, the use of when-issued, delayed delivery or forward commitment transactions, residual interest bonds, short sales and certain derivative transactions. The Fund is required to segregate liquid assets or otherwise cover the Funds obligation created by a transaction that may give rise to leverage. The use of leverage may cause the Fund to liquidate portfolio positions when it may not be advantageous to do so to satisfy its obligations or to meet segregation requirements. Leverage may cause the Fund to be more volatile than if it had not been leveraged, as certain types of leverage may exaggerate the effect of any increase or decrease in the value of the Funds portfolio securities. The loss on leveraged transactions may substantially exceed the initial investment.
Risk of Residual Interest Bonds. The Fund may enter into residual interest bond transactions, which expose the Fund to leverage and greater risk than an investment in a fixed-rate municipal bond. The interest payments that the Fund receives on the residual interest bonds acquired in such transactions vary inversely with short-term interest rates, normally decreasing when short-term rates increase. The value and market for residual interest bonds are volatile and such bonds may have limited liquidity. As required by applicable accounting standards, the Fund records interest expense on its liability with respect to floating-rate notes and also records offsetting interest income in an amount equal to this expense.
Sector
Risk.
Because the Fund may
invest a significant portion of
its
assets
in certain types of municipal obligations and
/or
in certain sectors, the value of Fund shares may be affected by events that adversely affect that sector or type of obligation and may fluctuate more than that of a
more broadly diversified
fund. General obligation bonds issued by municipalities are adversely affected by economic downturns and the resulting decline in tax revenues.
Tax Risk. Income from tax-exempt municipal obligations could be declared taxable because of unfavorable changes in tax laws, adverse interpretations by the Internal Revenue Service or non-compliant conduct of a bond issuer. A portion of the Funds income may be taxable to shareholders subject to the federal alternative minimum tax.
Risks Associated with Active Management. The Fund is an actively managed portfolio and its success depends upon the investment skills and analytical abilities of the investment adviser to develop and effectively implement strategies to achieve the Funds investment objective. Subjective decisions made by the investment adviser may cause the Fund to incur losses or to miss profit opportunities on which it may otherwise have capitalized.
General Fund Investing Risks. The Fund is not a complete investment program and you may lose money by investing in the Fund. All investments carry a certain amount of risk and there is no guarantee that the Fund will be able to achieve its investment objective. Annual Fund Operating Expenses expressed as a percentage of the Funds average daily net assets may change as Fund assets increase and decrease, and Annual Fund Operating Expenses may differ in the future. Purchase and redemption activities by Fund shareholders may impact the management of the Fund and its ability to achieve its investment objective. In addition, the redemption by one or more large shareholders or groups of shareholders of their holdings in the Fund could have an adverse impact on the remaining shareholders in the Fund. Investors in the Fund should have a long-term investment perspective and be able to tolerate potentially sharp declines in value. An investment in the Fund is not a deposit in a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency, entity or person. Mutual funds, investment advisers, other market participants and many securities markets are subject to rules and regulations and the jurisdiction of one or more regulators. Changes to applicable rules and regulations could have an adverse affect on securities markets and market participants, as well as on the Funds ability to execute its investment strategy.
Eaton Vance High Yield Municipal Income Fund
4
Prospectus dated June 1, 2013
Performance
The following bar chart and table provide some indication of the risks of investing in the Fund by showing changes in the Funds performance from year to year and how the Funds average annual returns over time compare with those of two broad-based securities market indices. The returns in the bar chart are for Class A shares and do not reflect a sales charge. If the sales charge was reflected, the returns would be lower. Past performance (both before and after taxes) is no guarantee of future results. Updated Fund performance information can be obtained by visiting www.eatonvance.com.
For
the ten years ended December 31,
2012
, the highest quarterly total return for Class A was 16.76% for the quarter ended September 30, 2009, and the lowest quarterly return was 27.80% for the quarter ended December 31, 2008. The year-to-date return through the end of the most recent calendar quarter (December 31,
2012
to March 31,
2013
) was
1.07
%. For the 30 days ended January 31,
2013
, the SEC yield and SEC tax-equivalent yield (assuming a federal income tax rate of
43.40
%) for Class A shares were
3.47
% and 6.
13
%, respectively, for Class B and Class C shares were
2.90
% and 5.
12
%, respectively
,
and for Class I shares were
3.89
% and
6.87
%, respectively. A lower tax rate would result in lower tax-equivalent yields. For current yield information call 1-800-262-1122.
These returns reflect the maximum sales charge for Class A (4.75%) and any applicable contingent deferred sales charge (CDSC) for Class B and Class C. The Class I performance shown above for the period prior to May 9, 2007 (commencement of operations) is the performance of Class A shares at net asset value without adjustment for any differences in the expenses of the two classes. If adjusted for other expenses, returns would be different. Investors cannot invest directly in an Index.
After-tax returns are calculated using the highest historical individual federal income tax rate and do not reflect the impact of state and local taxes. Actual after-tax returns depend on a shareholders tax situation and the characterization of distributions, and may differ from those shown. After-tax returns are not relevant to shareholders who hold shares in tax-deferred accounts or to shares held by non-taxable entities. After-tax returns for other Classes of shares will vary from the after-tax returns presented for Class A shares. Return After Taxes on Distributions for a period may be the same as Return Before Taxes for that period because no taxable distributions were made during that period. Also, Return After Taxes on Distributions and Sale of Fund Shares for a period may be greater than or equal to Return After Taxes on Distributions for the same period because of losses realized on the sale of Fund shares.
Management
Investment Adviser. Boston Management and Research (BMR).
Portfolio Managers
Cynthia J. Clemson, Vice President of BMR, has managed the Fund since 2004.
Thomas M. Metzold, Vice President of BMR, has managed the Fund since 1995.
Purchase and Sale of Fund Shares
You may purchase, redeem or exchange Fund shares on any business day, which is any day the New York Stock Exchange is open for business. Class B shares are only available for purchase upon exchange from another Eaton Vance fund or through reinvestment of distributions. You may purchase, redeem or exchange Fund shares either through your financial intermediary or directly from the Fund either by writing to
the Fund
, P.O. Box 9653, Providence, RI 02940-9653, or by calling 1-800-262-1122. The minimum initial purchase or exchange into the Fund is $1,000 for each Class (with the exception of Class I) and $250,000 for Class I (waived in certain circumstances). There is no minimum for subsequent investments.
Eaton Vance High Yield Municipal Income Fund
5
Prospectus dated June 1, 2013
The Funds distributions are expected to be exempt from regular federal income tax. However, the Fund may also distribute taxable income to the extent that it invests in taxable municipal obligations. Distributions of any net realized gains are expected to be taxable.
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase Fund shares through a broker-dealer or other financial intermediary (such as a bank) (collectively, financial intermediaries), the Fund, its principal underwriter and its affiliates may pay the financial intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the financial intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediarys website for more information.
Eaton Vance High Yield Municipal Income Fund
6
Prospectus dated June 1, 2013
Investment Objective & Principal Policies and Risks
The Fund is permitted to engage in the following investment practices to the extent set forth in Fund Summary above.
A statement of the investment objective and principal investment policies and risks of the Fund is set forth above in Fund Summary. Set forth below is additional information about such policies and risks of the Fund described in Fund Summary above. Information also is included about other types of investments and practices that the Fund may engage in from time to time.
Municipal Obligations. Municipal obligations include bonds, notes and commercial paper issued by a municipality, a group of municipalities or participants in qualified issues of municipal debt for a wide variety of both public and private purposes. General obligation bonds issued by municipalities can be adversely affected by economic downturns and the resulting decline in tax revenues, pension funding risk, other post-employment benefit risk, budget imbalances, taxing ability risk, lack of political willpower and federal funding risk, among others. Revenue bonds are payable only from the revenues derived from a particular facility or class of facilities or, in some cases, from the proceeds of a special excise tax or other specific revenue source such as payments from the user of the facility being financed and can be adversely affected by the negative economic viability of the facility or revenue source. Municipal obligations also include municipal leases and participations in municipal leases. An issuers obligation under such leases is often subject to the appropriation by a legislative body, on an annual or other basis, of funds for the payment of the obligations.
Certain municipal obligations may be purchased on a when-issued basis, which means that payment and delivery occur on a future settlement date. The price and yield of such securities are generally fixed on the date of commitment to purchase. The values of zero coupon bonds and principal only strips are subject to greater fluctuation in response to changes in market interest rates than bonds that pay interest currently. The Fund accrues income on these investments and is required to distribute that income each year. The Fund may be required to sell securities to obtain cash needed for income distributions.
The interest on municipal obligations is (in the opinion of the issuers counsel) exempt from regular federal income tax. Interest income from certain types of municipal obligations generally will be subject to the federal alternative minimum tax (the AMT) for individuals. Distributions to corporate investors also may be subject to the AMT. The Fund may not be suitable for investors subject to the AMT.
Credit Quality.
Rating agencies are private services that provide ratings of the credit quality of certain fixed income securities. In evaluating creditworthiness, the investment adviser considers ratings assigned by rating agencies and generally performs additional credit and investment analysis. Credit ratings issued by rating agencies are based on a number of factors including, but not limited to, the issuers financial condition and the rating agencys credit analysis, if applicable, at the time of rating. The ratings assigned are not absolute standards of credit quality and do not evaluate market risks or necessarily reflect the issuers current financial condition. An issuers current financial condition may be better or worse than the current rating indicates. A credit rating may have a modifier (such as plus, minus or a numerical modifier) to denote its relative status within the rating. The presence of a modifier does not change the security credit rating (for example, BBB- and Baa3 are within the investment grade rating) for purposes of the Funds investment limitations. If a security is rated
differently
by
rating agencies, the lower rating will be used for any Fund rating restrictions.
Derivatives. The Fund may enter into derivatives transactions with respect to any security or other instrument in which it is permitted to invest or any related security, instrument, index or economic indicator (reference instruments). Derivatives are financial instruments the value of which is derived from the underlying reference instrument. Derivatives transactions can involve substantial risk. Derivatives typically allow the Fund to increase or decrease the level of risk to which the Fund is exposed more quickly and efficiently than transactions in other types of instruments. The Fund incurs costs in connection with opening and closing derivatives positions. The Fund may engage in the derivative transactions set forth below, as well as in other derivative transactions with substantially similar characteristics and risks.
Certain derivative transactions may give rise to a form of leverage. The Fund is required to segregate or earmark liquid assets or otherwise cover the Funds obligation created by a transaction that may give rise to leverage. The use of leverage may cause the Fund to liquidate portfolio positions when it may not be advantageous to do so to satisfy its obligations or to meet segregation requirements. Leverage may cause the Fund to be more volatile than if it had not been leveraged, as certain types of leverage may exaggerate the effect of any increase or decrease in the value of the Funds portfolio securities. The loss on leverage transactions may substantially exceed the initial investment.
Residual Interest Bonds. Residual interest bonds are issued by a trust (the trust) that holds municipal securities and the value of the residual interest bonds is derived from the value of such securities. The trust also issues floating rate notes to third parties that may be senior to the residual interest bonds. Residual interest bonds make interest payments to holders that bear an inverse relationship to the interest rate paid on the floating rate notes. As required by applicable accounting standards, the Fund records interest expense on its liability with respect to floating-rate notes and also records offsetting
Eaton Vance High Yield Municipal Income Fund
7
Prospectus dated June 1, 2013
interest income in an amount equal to this expense. While residual interest bonds create leverage risk, they do not constitute borrowings for purposes of the Funds restrictions on borrowings.
Futures Contracts. The Fund may engage in transactions in futures contracts and options on futures contracts. Futures are standardized, exchange-traded contracts that obligate a purchaser to take delivery, and a seller to make delivery, of a specific amount of an asset at a specified future date at a specified price. The Fund also is authorized to purchase or sell call and put options on futures contracts. The primary risks associated with the use of futures contracts and options are imperfect correlation, liquidity, unanticipated market movement and counterparty risk.
Interest Rate Swaps. Interest rate swaps involve the exchange by the Fund with another party of their respective commitments to pay or receive interest, e.g., an exchange of fixed rate payments for floating rate payments. Interest rate swaps involve counterparty risk and the risk of imperfect correlation.
Credit Default Swaps. Credit default swap agreements (CDS) enable the Fund to buy or sell credit protection on an individual issuer or basket of issuers (i.e., the reference instrument). The Fund may enter into CDS to gain or short exposure to a reference instrument. Long CDS positions are utilized to gain exposure to a reference instrument (similar to buying the instrument) and are akin to selling insurance on the instrument. Short CDS positions are utilized to short exposure to a reference instrument (similar to shorting the instrument) and are akin to buying insurance on the instrument. In response to market events, federal and certain state regulators have proposed regulation of the CDS market. These regulations may limit the Funds ability to use CDS and/or the benefits of CDS. CDS involve risks, including the risk that the counterparty may be unable to fulfill the transaction or that the Fund may be required to purchase securities or other instruments to meet delivery obligations. The Fund may have difficulty, be unable or may incur additional costs to acquire such securities or instruments.
Total Return Swaps. In a total return swap, the buyer receives a periodic return equal to the total return of a specified security, securities or index, for a specified period of time. In return, the buyer pays the counterparty a variable stream of payments, typically based upon short term interest rates, possibly plus or minus an agreed upon spread. These transactions involve risks, including counterparty risk.
Credit Linked Notes, Credit Options and Similar Investments. Credit linked notes are obligations between two or more parties where the payment of principal and/or interest is based on the performance of some obligation, basket of obligations, index or economic indicator (a reference instrument). In addition to the credit risk associated with the reference instrument and interest rate risk, the buyer and seller of a credit linked note or similar structured investment are subject to counterparty risk. Credit options are options whereby the purchaser has the right, but not the obligation, to enter into a transaction involving either an asset with inherent credit risk or a credit derivative, at terms specified at the initiation of the option. These transactions involve risks, including counterparty risk.
Forward Rate Agreements. Under forward rate agreements, the buyer locks in an interest rate at a future settlement date. If the interest rate on the settlement date exceeds the lock rate, the buyer pays the seller the difference between the two rates. If the lock rate exceeds the interest rate on the settlement date, the seller pays the buyer the difference between the two rates. These transactions involve risks, including counterparty risk.
Maturity. Many obligations permit the issuer at its option to call, or redeem, its securities. As such, the effective maturity of an obligation may be reduced as the result of call provisions. The effective maturity of an obligation is its likely redemption date after consideration of any call or redemption features.
Borrowing. The Fund is authorized to borrow in accordance with applicable regulations, but currently intends to borrow only for temporary purposes (such as to satisfy redemption requests, to remain fully invested in anticipation of expected cash inflows and to settle transactions). The Fund will not purchase additional investment securities while outstanding borrowings exceed 5% of the value of its total assets.
Cash and Cash Equivalents. The Fund may invest in cash or cash equivalents, including high quality short-term instruments or an affiliated investment company that invests in such instruments.
Illiquid Securities. The Fund may not invest more than 15% of its net assets in illiquid securities, which may be difficult to value properly and may involve greater risks than liquid securities. Illiquid securities include those legally restricted as to resale (such as those issued in private placements), and may include securities eligible for resale pursuant to Rule 144A thereunder. Certain Rule 144A securities may be treated as liquid securities if the investment adviser determines that such treatment is warranted. Even if determined to be liquid, holdings of these securities may increase the level of Fund illiquidity if eligible buyers become uninterested in purchasing them.
General. Unless otherwise stated, the Fund's investment objective and certain other policies may be changed without shareholder approval. Shareholders will be given 60 days' written notice of any material change in the investment objective. During unusual market conditions, the Fund may invest up to 100% of its assets in cash or cash equivalents temporarily, which may be inconsistent with its investment objective(s) and other policies. The Fund might not use all of the strategies and
Eaton Vance High Yield Municipal Income Fund
8
Prospectus dated June 1, 2013
techniques or invest in all of the types of securities described in this Prospectus or the Statement of Additional Information. While at times the Fund may use alternative investment strategies in an effort to limit its losses, it may choose not to do so.
The Funds 80% Policy only may be changed with shareholder approval and, for the purpose of such policy, net assets include any assets purchased with borrowings for investment purposes.
The Fund's investment policies include a provision allowing the Fund to invest (i) all of its investable assets in an open-end management investment company with substantially the same investment objective, policies and restrictions as the Fund; or (ii) in more than one open-end management investment company sponsored by Eaton Vance or its affiliates, provided any such companies have investment objectives, policies and restrictions that are consistent with those of the Fund. Any such company or companies would be advised by the Funds investment adviser (or an affiliate) and the Fund would not pay directly any advisory fee with respect to the assets so invested. The Fund may initiate investments in one or more such investment companies at any time without shareholder approval.
Management and Organization
Management.
The Fund
’
s investment adviser is Boston Management and Research (
“
BMR
”
), a subsidiary of Eaton Vance Management (
“
Eaton Vance
”
), with offices at Two International Place, Boston, MA 02110. Eaton Vance has been managing assets since 1924 and managing mutual funds since 1931. Eaton Vance and its affiliates currently manage over $
245
billion on behalf of mutual funds, institutional clients and individuals.
The investment adviser manages the investments of the Fund. Under its investment advisory agreement with the Fund, BMR receives a monthly advisory fee equal to the aggregate of a daily asset based fee and a daily income based fee. The fees are applied on the basis of the following categories:
Category |
Daily Net Assets |
Annual
|
Category |
Daily Net Assets |
Daily
|
1 |
up to $500 million |
0.3150% |
1 |
up to $500 million |
3.1500% |
2 |
$500 million but less than $750 million |
0.2925% |
2 |
$500 million but less than $1 billion |
2.9250% |
3 |
$750 million but less than $1.5 billion |
0.2700% |
3 |
$1 billion but less than $1.5 billion |
2.7000% |
4 |
$1.5 billion but less than $2 billion |
0.2475% |
4 |
$1.5 billion but less than $2 billion |
2.4750% |
5 |
$2 billion but less than $3 billion |
0.2250% |
5 |
$2 billion but less than $3 billion |
2.2500% |
6 |
$3 billion and over |
0.2025% |
6 |
$3 billion and over |
2.0250% |
BMR has contractually agreed to reduce the annual asset rate on net assets of $500 million or more. These contractual fee reductions are reflected in the table above. These contractual fee reductions cannot be terminated or modified without the express consent of the Funds Board of Trustees and are intended to continue indefinitely.
On January 31,
2013
, the Fund had net assets of $
753,543,032
. For the fiscal year ended January 31,
2013
, the effective annual rate of investment advisory fee paid to BMR, based on average daily net assets of the Fund, was 0.
49
%.
The Funds semiannual report provides information regarding the basis for the Trustees approval of the Funds investment advisory agreement.
Thomas M. Metzold and Cynthia J. Clemson co-manage the Fund. Mr. Metzold has managed or co-managed the Fund since it commenced operations. Ms. Clemson has co-managed the Fund since September
2004. Each portfolio manager also manages other Eaton Vance portfolios, has been an Eaton Vance portfolio manager for more than five years and is a Vice President of Eaton Vance and BMR.
The Statement of Additional Information provides additional information about each portfolio managers compensation, other accounts managed by each portfolio manager, and each portfolio managers ownership of Fund shares with respect to which that portfolio manager has management responsibilities.
Eaton Vance serves as the administrator of the Fund, providing the Fund with administrative services and related office facilities. Eaton Vance does not currently receive a fee for serving as administrator .
Eaton Vance also serves as the sub-transfer agent for the Fund. For the sub-transfer agency services it provides, Eaton Vance receives an aggregate fee based upon the actual expenses it incurs for its sub-transfer agency services. This fee is paid to Eaton Vance by the Funds transfer agent from the fees the transfer agent receives from the
funds sponsored by the
Eaton Vance
organization
.
Eaton Vance High Yield Municipal Income Fund
9
Prospectus dated June 1, 2013
Organization. The Fund is a series of Eaton Vance Municipals Trust II, a Massachusetts business trust. The Fund offers multiple classes of shares. Each Class represents a pro rata interest in the Fund but is subject to different expenses and rights. The Fund does not hold annual shareholder meetings but may hold special meetings for matters that require shareholder approval (such as electing or removing trustees, approving management or advisory contracts or changing investment policies that may only be changed with shareholder approval).
Valuing Shares
The Fund values its shares once each day only when the New York Stock Exchange (the Exchange) is open for trading (typically Monday through Friday), as of the close of regular trading on the Exchange (normally 4:00 p.m. eastern time). The purchase price of Fund shares is their net asset value (plus a sales charge for Class A shares), which is derived from the value of Fund holdings. When purchasing or redeeming Fund shares through a financial intermediary, your financial intermediary must receive your order by the close of regular trading on the Exchange in order for the purchase price or the redemption price to be based on that days net asset value per share. It is the financial intermediarys responsibility to transmit orders promptly. The Fund may accept purchase and redemption orders as of the time of their receipt by certain financial intermediaries (or their designated intermediaries).
The Trustees have adopted procedures for valuing investments and have delegated to the investment adviser the daily valuation of such investments. Municipal obligations owned by the Fund are normally valued on the basis of valuations furnished by a pricing service, which may use matrix pricing and valuation models to derive values. The pricing service considers various factors relating to bonds and market transactions to determine value. It is possible that the value realized on the sale of a security may be different from the value previously determined for a particular security. Financial futures contracts are valued at the closing settlement price established by the board of trade or exchange on which they are traded. In certain situations, the investment adviser may use the fair value of a security if market prices are unavailable or deemed unreliable. A security that is fair valued may be valued at a price higher or lower than actual market quotations or the value determined by other funds using their own fair valuation procedures. The investment adviser expects to use fair value pricing for municipal obligations under limited circumstances, such as when an obligation is not priced by the pricing service or is in default. Eaton Vance has established a Valuation Committee that oversees the valuation of investments.
Purchasing Shares
You may purchase shares through your financial intermediary or by mailing an account application form to the transfer agent (see back cover for address). Purchase orders will be executed at the net asset value (plus any applicable sales charge) next determined after their receipt in proper form (meaning that they are complete and contain all necessary information) by the Funds transfer agent. The Funds transfer agent or your financial intermediary must receive your purchase in proper form no later than the close of regular trading on the Exchange (normally 4:00 p.m. eastern time) for your purchase to be effected at that days net asset value. If you purchase shares through a financial intermediary, that intermediary may charge you a fee for executing the purchase for you.
The Fund may suspend the sale of its shares at any time and any purchase order may be refused for any reason. The Eaton Vance funds do not accept investments from residents of the European Union or Switzerland. The funds also do not accept investments from other non-U.S. residents, provided that a fund may accept investments from certain non-U.S. investors at the discretion of the principal underwriter. The Fund does not issue share certificates.
Class A, Class B and Class C Shares
Your initial investment must be at least $1,000. After your initial investment, additional investments may be made in any amount at any time by sending a check payable to the order of the Fund or the transfer agent directly to the transfer agent (see back cover for address). Please include your name and account number and the name of the Fund and Class of shares with each investment. You also may make additional investments by accessing your account via the Eaton Vance website at www.eatonvance.com. Purchases made through the Internet from a pre-designated bank account will have a trade date that is the first business day after the purchase is requested
(provided the request is submitted no later than the close of regular trading on the Exchange).
For more information about purchasing shares through the Internet, please call 1-800-262-1122
Monday through Friday, 8:30 a.m. to 5:30 p.m. (eastern time).
You may make automatic investments of $50 or more each month or each quarter from your bank account. You can establish bank automated investing on the account application or by providing written instructions. Please call 1-800-262-1122 Monday through Friday, 8:
30
a.m. to
5:30
p.m. (eastern time) for further information. The minimum initial investment amount and Fund policy of redeeming accounts with low account balances are waived for bank automated investing accounts (other than for Class I), certain group purchase plans (including proprietary fee-based programs sponsored by financial intermediaries) and for persons affiliated with Eaton Vance, its affiliates and certain Fund service providers (as described in the Statement of Additional Information).
Eaton Vance High Yield Municipal Income Fund
10
Prospectus dated June 1, 2013
Class I Shares
Class I shares are offered to clients of financial intermediaries who (i) charge such clients an ongoing fee for advisory, investment, consulting or similar services, or (ii) have entered into an agreement with the principal underwriter to offer Class I shares through a no-load network or platform. Such clients may include individuals, corporations, endowments, foundations and qualified plans (including tax-deferred retirement plans and profit sharing plans). Class I shares also are offered to investment and institutional clients of Eaton Vance and its affiliates and certain persons affiliated with Eaton Vance and certain Fund service providers. Your initial investment must be at least $250,000. Subsequent investments of any amount may be made at any time, including through automatic investment each month or quarter from your bank account. You may make automatic investments of $50 or more each month or each quarter from your bank account. You can establish bank automated investing on the account application or by providing written instructions. Please call 1-800-262-1122 Monday through Friday, 8:
30
a.m. to
5:30
p.m. (eastern time) for further information.
The minimum initial investment is waived for persons affiliated with Eaton Vance, its affiliates and certain Fund service providers (as described in the Statement of Additional Information). The
minimum
initial
investment also is waived for
permitted exchanges,
individual accounts of a financial intermediary that charges an ongoing fee for its services or offers Class I shares through a no-load network or platform (in each case, as described above), provided the aggregate value of such accounts invested in Class I shares is at least $250,000 (or is anticipated by the principal underwriter to reach $250,000) and for corporations, endowments, foundations and qualified plans with assets of at least $100 million.
Class I shares may be purchased through a financial intermediary or by requesting your bank to transmit immediately available funds (Federal Funds) by wire. To make an initial investment by wire, you must complete an account application and telephone Eaton Vance Shareholder Services at 1-800-262-1122 to be assigned an account number. You may request an account application by calling 1-800-262-1122 Monday through Friday, 8:
30
a.m. to
5:30
p.m. (eastern time). Shareholder Services must be advised by telephone of each additional investment by wire.
Restrictions on Excessive Trading and Market Timing.
The Fund is not intended for excessive trading or market timing. Market timers seek to profit by rapidly switching money into a fund when they expect the share price of the fund to rise and taking money out of the fund when they expect those prices to fall. By realizing profits through short-term trading, shareholders that engage in rapid purchases and sales
(including
exchanges
, if permitted)
of a funds shares may dilute the value of shares held by long-term shareholders. Volatility resulting from excessive purchases and sales
of fund shares, especially involving large dollar amounts, may disrupt efficient portfolio management. In particular, excessive purchases and sales
of a funds shares may cause a fund to have difficulty implementing its investment strategies, may force the fund to sell portfolio securities at inopportune times to raise cash or may cause increased expenses (such as increased brokerage costs, realization of taxable capital gains without attaining any investment advantage or increased administrative costs).
A fund that invests in securities that are, among other things, thinly traded, traded infrequently or relatively illiquid (including certain municipal obligations) is susceptible to the risk that the current market price for such securities may not accurately reflect current market values. A shareholder may seek to engage in short-term trading to take advantage of these pricing differences (commonly referred to as price arbitrage). The investment adviser is authorized to use the fair value of a security if prices are unavailable or are deemed unreliable (see Valuing Shares). The use of fair value pricing and the restrictions on excessive trading and market timing described below are intended to reduce a shareholders ability to engage in price arbitrage to the detriment of the Fund.
The Boards of
the funds sponsored by
the Eaton Vance
organization (Eaton Vance
funds
)
have adopted policies to discourage short-term trading and market timing and to seek to minimize their potentially detrimental effects. Pursuant to these policies, if an investor (through one or more accounts) makes more than one round-trip (being a purchase, including an exchange purchase, followed or preceded by a redemption, including an exchange redemption, followed or preceded by a purchase, including an exchange purchase) within 90 days, it generally will be deemed to constitute market timing or excessive trading. Under the policies, the Fund or its principal underwriter will reject or cancel a purchase order, suspend or terminate
an
exchange privilege or terminate the ability of an investor to invest in the Eaton Vance funds if the Fund or the principal underwriter determines that a proposed transaction involves market timing or excessive trading that it believes is likely to be detrimental to the Fund. The Fund and its principal underwriter use reasonable efforts to detect market timing and excessive trading activity, but they cannot ensure that they will be able to identify all cases of market timing and excessive trading. The Fund or its principal underwriter may also reject or cancel any purchase order (including an exchange) from an investor or group of investors for any other reason. Decisions to reject or cancel purchase orders (including exchanges) in the Fund are inherently subjective and will be made in a manner believed to be in the best interest of a Funds shareholders. No Eaton Vance fund has any arrangement to permit market timing.
Eaton Vance High Yield Municipal Income Fund
11
Prospectus dated June 1, 2013
The following fund share transactions
(to the extent permitted by a funds prospectus)
generally are exempt from the market timing and excessive trading policy described above because
they generally do not raise market timing or excessive trading concerns:
transactions made pursuant to a systematic purchase plan or as the result of automatic reinvestment of dividends or distributions, or initiated by the Fund (e.g., for failure to meet applicable account minimums);
transactions made by participants in employer sponsored retirement plans involving participant payroll or employer contributions or loan repayments, redemptions as part of plan terminations or at the direction of the plan, mandatory retirement distributions, or rollovers;
transactions made by model-based discretionary advisory accounts; or
transactions made by an Eaton Vance fund that is structured as a fund-of-funds, provided the transactions are in response to fund inflows and outflows or are part of a reallocation of fund assets in accordance with its investment policies
.
It may be difficult for the Fund or the principal underwriter to identify market timing or excessive trading in omnibus accounts traded through financial intermediaries. The Fund and the principal underwriter have provided guidance to financial intermediaries (such as banks, broker-dealers, insurance companies and retirement administrators) concerning the application of the Eaton Vance funds market timing and excessive trading policies to Fund shares held in omnibus accounts maintained and administered by such intermediaries, including guidance concerning situations where market timing or excessive trading is considered to be detrimental to the Fund. The Fund or its principal underwriter may rely on a financial intermediarys policy to restrict market timing and excessive trading if it believes that policy is likely to prevent market timing that is likely to be detrimental to the Fund. Such policy may be more or less restrictive than the Funds policy. Although the Fund or the principal underwriter reviews trading activity at the omnibus account level for activity that indicates potential market timing or excessive trading activity, the Fund and the principal underwriter typically will not request or receive individual account data unless suspicious trading activity is identified. The Fund and the principal underwriter generally rely on financial intermediaries to monitor trading activity in omnibus accounts in good faith in accordance with their own or Fund policies. The Fund and the principal underwriter cannot ensure that these financial intermediaries will in all cases apply the policies of the Fund or their own policies, as the case may be, to accounts under their control.
Choosing a Share Class.
The Fund offers different classes of shares. The different classes of shares represent investments in the same portfolio of securities, but the classes are subject to different
expenses and will likely have different share prices due to differences in class expenses.
A share class also may be subject to a sales charge.
In choosing the class of shares that suits your investment needs, you should consider:
how long you expect to own your shares;
how much you intend to invest; and
the
total operating expenses associated with owning each class
.
Each investors considerations are different. You should speak with your financial intermediary to help you decide which class of shares is best for you. Set forth below is a brief description of each class of shares offered by the Fund.
Class A shares are offered at net asset value plus a front-end sales charge of up to 4.75%. This charge is deducted from the amount you invest. The Class A sales charge is reduced for purchases of $50,000 or more. The sales charge applicable to your purchase may be reduced under the right of accumulation or a statement of intention, which are described in Reducing or Eliminating Class A Sales Charges under Sales Charges below. Some investors may be eligible to purchase Class A shares at net asset value under certain circumstances, which are also described below. Class A shares pay distribution and service fees equal to 0.25% annually of average daily net assets.
Class B shares are offered at net asset value with no front-end sales charge, but are only available for purchase upon exchange from another Eaton Vance fund or through reinvestment of distributions. If you sell your Class B shares within six years of purchase, you generally will be subject to a contingent deferred sales charge or CDSC. The amount of the CDSC applicable to a redemption of Class B shares decreases over six years, as described in the CDSC schedule in Contingent Deferred Sales Charge under Sales Charges below. The CDSC is deducted from your redemption proceeds. Under certain circumstances, the Class B CDSC may be waived (such as in the case of the death of the shareholder). See CDSC Waivers under Sales Charges below. Class B shares pay distribution and service fees equal to 1.00% annually of average daily net assets. Class B shares automatically convert to Class A shares eight years after purchase. Orders for Class B shares of one or more Eaton Vance funds will be refused when the total value of the purchase (including the aggregate value of all Eaton Vance fund shares held within the purchasing shareholders account) is $100,000 or more. Investors considering cumulative purchases of $100,000 or more, or who, after a purchase of shares, would own shares of Eaton Vance funds
Eaton Vance High Yield Municipal Income Fund
12
Prospectus dated June 1, 2013
with a current market value of $100,000 or more, should consider whether Class A shares would be more advantageous and consult their financial intermediary.
Class C shares
are offered at net asset value with no front-end sales charge. If you sell your Class C shares within one year of purchase, you generally will be subject to a CDSC. The CDSC is deducted from your redemption proceeds. Under certain circumstances, the Class C CDSC may be waived (such as certain redemptions from tax-deferred retirement plan accounts). See CDSC Waivers under Sales Charges below. Class C shares pay distribution and service fees equal to 1.00% annually of average daily net assets. Orders for Class C shares of one or more Eaton Vance funds will be refused when the total value of the purchase (including the aggregate value of all Eaton Vance fund shares held within the purchasing shareholders account) is $1,000,000 or more. Investors considering cumulative purchases of $1,000,000 or more, or who, after a purchase of shares, would own shares of Eaton Vance funds with a current market value of $1,000,000 or more, should consider whether
another
Class
of
shares would be more advantageous and consult their financial intermediary.
Class I shares
are offered to clients of financial intermediaries who (i) charge such clients an ongoing fee for advisory, investment, consulting or similar services, or (ii) have entered into an agreement with the principal underwriter to offer Class I shares through a no-load network or platform. Such clients may include individuals, corporations, endowments, foundations and qualified plans (as described above). Class I shares are also offered to investment and institutional clients of Eaton Vance and its affiliates and certain persons affiliated with Eaton Vance and certain Fund service providers
.
Class I shares do not pay distribution or service fees.
Payments to Financial Intermediaries. In addition to payments disclosed under “ Sales Charges ” below, the principal underwriter, out of its own resources, may make cash payments to certain financial intermediaries who provide marketing support, transaction processing and/or administrative services and, in some cases, include some or all Eaton Vance funds in preferred or specialized selling programs. Payments made by the principal underwriter to a financial intermediary may be significant and are typically in the form of fees based on Fund sales, assets, transactions processed and/or accounts attributable to that financial intermediary. Financial intermediaries also may receive amounts from the principal underwriter in connection with educational or due diligence meetings that include information concerning Eaton Vance funds. The principal underwriter may pay or allow other promotional incentives or payments to financial intermediaries to the extent permitted by applicable laws and regulations.
Certain financial intermediaries that maintain fund accounts for the benefit of their customers provide sub-accounting, recordkeeping and/or administrative services to the Eaton Vance funds and are compensated for such services by the funds. As used in this Prospectus, the term financial intermediary includes any broker, dealer, bank (including bank trust departments), registered investment adviser, financial planner, a retirement plan and/or its administrator, their designated intermediaries and any other firm having a selling, administration or similar agreement with the principal underwriter or its affiliates.
Sales Charges
Class A Front-End Sales Charge. Class A shares are offered at net asset value per share plus a sales charge that is determined by the amount of your investment. The current sales charge schedule is:
Amount of Purchase |
Sales Charge
*
|
Sales Charge
*
|
Dealer Commission
|
Less than $50,000 |
4.75% |
4.99% |
4.00% |
$50,000 but less than $100,000 |
4.50% |
4.71% |
3.75% |
$100,000 but less than $250,000 |
3.75% |
3.90% |
3.00% |
$250,000 but less than $500,000 |
3.00% |
3.09% |
2.50% |
$500,000 but less than $1,000,000 |
2.00% |
2.04% |
1.75% |
$1,000,000 or more |
0.00** |
0.00** |
0.75% |
*
Because the offering price per share is rounded to two decimal places, the actual sales charge you pay on a purchase of Class A shares may be more or less than your total purchase amount multiplied by the applicable sales charge percentage.
**
No sales charge is payable at the time of purchase on investments of $1 million or more. A CDSC of 1.00% will be imposed on such investments (as described below) in the event of redemptions within 18 months of purchase.
Reducing or Eliminating Class A Sales Charges. Front-end sales charges on purchases of Class A shares may be reduced under the right of accumulation or under a statement of intention. To receive a reduced sales charge, you must inform your financial intermediary or the Fund at the time you purchase shares that you qualify for such a reduction. If you do not let your financial
Eaton Vance High Yield Municipal Income Fund
13
Prospectus dated June 1, 2013
intermediary or the Fund know you are eligible for a reduced sales charge at the time of purchase, you will not receive the discount to which you may otherwise be entitled.
Right of Accumulation. Under the right of accumulation, the sales charge you pay is reduced if the current market value of your holdings in the Fund or any other Eaton Vance fund (based on the current maximum public offering price) plus your new purchase total $50,000 or more. Class A shares of Eaton Vance U.S. Government Money Market Fund cannot be included under the right of accumulation. Shares owned by you, your spouse and children under age twenty-one may be combined for purposes of the right of accumulation, including shares held for the benefit of any of you in omnibus or street name accounts. In addition, shares held in a trust or fiduciary account of which any of the foregoing persons is the sole beneficiary (including retirement accounts) may be combined for purposes of the right of accumulation. Shares purchased and/or owned in a SEP, SARSEP and SIMPLE IRA plan also may be combined for purposes of the right of accumulation for the plan and its participants. You may be required to provide documentation to establish your ownership of shares included under the right of accumulation (such as account statements for you, your spouse and children or marriage certificates, birth certificates and/or trust or other fiduciary-related documents).
Statement of Intention. Under a statement of intention, purchases of $50,000 or more made over a 13-month period are eligible for reduced sales charges. Shares eligible under the right of accumulation (other than those included in employer-sponsored retirement plans) may be included to satisfy the amount to be purchased under a statement of intention. Under a statement of intention, the principal underwriter may hold 5% of the dollar amount to be purchased in escrow in the form of shares registered in your name until you satisfy the statement or the 13-month period expires. A statement of intention does not obligate you to purchase (or the Fund to sell) the full amount indicated in the statement.
Class A shares are offered at net asset value (without a sales charge) to tax-deferred retirement plans and deferred compensation plans, and to clients of financial intermediaries who (i) charge an ongoing fee for advisory, investment, consulting or similar services, or (ii) have entered into an agreement with the principal underwriter to offer Class A shares through a no-load network or platform, or
self-directed brokerage accounts that may or may not charge transaction fees to customers. Such clients may include individuals, corporations, endowments and foundations. Class A shares also are offered at net asset value to investment and institutional clients of Eaton Vance and its affiliates; certain persons affiliated with Eaton Vance; and to certain fund service providers as described in the Statement of Additional Information. Class A shares may also be purchased at net asset value pursuant to the reinvestment privilege and exchange privilege and when distributions are reinvested. See Shareholder Account Features
”
for details.
Contingent Deferred Sales Charge. Class A, Class B and Class C shares are subject to a CDSC on certain redemptions. The CDSC generally is paid to the principal underwriter. Class A shares purchased at net asset value in amounts of $1 million or more are subject to a 1.00% CDSC if redeemed within 18 months of purchase. Class C shares are subject to a 1.00% CDSC if redeemed within one year of purchase. Class B shares are subject to the following CDSC schedule:
Year of Redemption After Purchase |
CDSC |
|
CDSCs are based on the lower of the net asset value at the time of purchase or at the time of redemption. Shares acquired through the reinvestment of distributions are exempt from the CDSC. Redemptions are made first from shares that are not subject to a CDSC. |
First or Second |
5% |
|
|
Third |
4% |
|
|
Fourth |
3% |
|
|
Fifth |
2% |
|
|
Sixth |
1% |
|
|
Seventh or following |
0% |
|
The sales commission payable to financial intermediaries in connection with sales of Class B and Class C shares is described under Distribution and Service Fees below.
CDSC Waivers. CDSCs are waived for certain redemptions pursuant to a Withdrawal Plan (see Shareholder Account Features). The CDSC is also waived following the death of a beneficial owner of shares (a death certificate and other applicable documents may be required).
Conversion Feature. After eight years, Class B shares automatically convert to Class A shares. Class B shares acquired through the reinvestment of distributions convert in proportion to shares not so acquired.
Distribution and Service Fees. Class A, Class B and Class C shares have in effect plans under Rule 12b-1 that allow the Fund to pay distribution fees for the sale and distribution of shares (so-called “ 12b-1 fees ” ) and service fees for personal and/or shareholder account services. Class B and Class C shares pay distribution fees to the principal underwriter of 0.75% of average
Eaton Vance High Yield Municipal Income Fund
14
Prospectus dated June 1, 2013
daily net assets annually. Because these fees are paid from Fund assets on an ongoing basis, they will increase your cost over time and may cost you more than paying other types of sales charges. The principal underwriter compensates financial intermediaries on sales of Class B and Class C shares (except exchange transactions and reinvestments) in an amount equal to 4% and 1%, respectively, of the purchase price of the shares. After the first year, financial intermediaries also receive 0.75% of the value of Class C shares in annual distribution fees. Class B and Class C shares also pay service fees to the principal underwriter equal to 0.25% of average daily net assets annually. Class A shares pay distribution and service fees equal to 0.25% of average daily net assets annually. After the sale of shares, the principal underwriter receives the Class A distribution and service fees and the Class B and Class C service fees for one year and thereafter financial intermediaries generally receive 0.25% annually of average daily net assets based on the value of shares sold by such intermediaries for shareholder servicing performed by such financial intermediaries. Distribution and service fees are subject to the limitations contained in the sales charge rule of the Financial Industry Regulatory Authority.
More information about sales charges is available free of charge on the Eaton Vance website at www.eatonvance.com and in the Statement of Additional Information. Please consult the Eaton Vance website for any updates to sales charge information before making a purchase of Fund shares.
You can redeem shares in any of the following ways:
By Mail |
Send your request to the transfer agent. The request must be signed exactly as your account is registered (for instance, a joint account must be signed by all registered owners to be accepted) and a Medallion signature guarantee may be required. You can obtain a Medallion signature guarantee at banks, savings and loan institutions, credit unions, securities dealers, securities exchanges, clearing agencies and registered securities associations that participate in The Securities Transfer Agents Medallion Program, Inc. (STAMP, Inc.). Only Medallion signature guarantees issued in accordance with STAMP, Inc. will be accepted. You may be asked to provide additional documents if your shares are registered in the name of a corporation, partnership or fiduciary. |
By Telephone |
Certain shareholders can redeem by calling 1-800-262-1122 Monday through Friday, 8:30 a.m. to 5:30 p.m. (eastern time). Proceeds of a telephone redemption are generally limited to $100,000 per account (which may include shares of one or more Eaton Vance funds) and can be sent only to the account address or to a bank pursuant to prior instructions. |
By Internet |
Certain shareholders can redeem by logging on to the Eaton Vance website at www.eatonvance.com. Proceeds of internet redemptions are generally limited to $100,000 per account (which may include shares of one or more Eaton Vance funds) and can be sent only to the account address or to a bank pursuant to prior instructions. |
For Additional Information |
Please call 1-800-262-1122 Monday through Friday, 8:30 a.m. to 5:30 p.m. (eastern time). |
Through a Financial Intermediary |
Your financial intermediary is responsible for transmitting the order promptly. A financial intermediary may charge a fee for this service. |
If you redeem shares, your redemption price will be based on the net asset value per share next computed after the redemption request is received in proper form (meaning that it is complete and contains all necessary information) by the Funds transfer agent or your financial intermediary. Your redemption proceeds normally will be paid in cash within seven days, reduced by the amount of any applicable CDSC and any federal income and state tax required to be withheld. Payments will be sent by regular mail. However, if you have given complete written authorization in advance, you may request that the redemption proceeds be wired directly to your bank account. The bank designated may be any bank in the United States. The request may be made by calling 1-800-262-1122 or by sending a Medallion signature guaranteed letter of instruction to the transfer agent (see back cover for address). Certain redemption requests including those involving shares held by certain corporations, trusts or certain other entities and shares that are subject to certain fiduciary arrangements may require additional documentation and may be redeemed only by mail. You may be required to pay the costs of such transaction by the Fund or your bank. No costs are
Eaton Vance High Yield Municipal Income Fund
15
Prospectus dated June 1, 2013
currently charged by the Fund. However, charges may apply for expedited mail delivery services. The Fund may suspend or terminate the expedited payment procedure upon at least 30 days notice.
If you recently purchased shares, the proceeds of a redemption will not be sent until the purchase check (including a certified or cashiers check) has cleared. If the purchase check has not cleared, redemption proceeds may be delayed up to 15 days from the purchase date. If your account value falls below $750 (other than due to market decline), you may be asked either to add to your account or redeem it within 60 days. If you take no action, your account will be redeemed and the proceeds sent to you.
While redemption proceeds are normally paid in cash, redemptions may be paid by distributing marketable securities. If you receive securities, you could incur brokerage or other charges in converting the securities to cash.
Shareholder Account Features
Distributions. You may have your Fund distributions paid in one of the following ways:
Full Reinvest Option |
Distributions are reinvested in additional shares. This option will be assigned if you do not specify an option. |
Partial Reinvest Option |
Dividends are paid in cash and capital gains are reinvested in additional shares. |
Cash Option |
Distributions are paid in cash. |
Exchange Option |
Distributions are reinvested in additional shares of any class of another Eaton Vance fund chosen by you, subject to the terms of that funds prospectus. Before selecting this option, you must obtain a prospectus of the other fund and consider its objectives, risks, and charges and expenses carefully. |
Information about the Fund. From time to time, you may receive the following:
·
Semiannual and annual reports containing a list of portfolio holdings as of the end of the second and fourth fiscal quarters, respectively, performance information and financial statements.
·
Periodic account statements, showing recent activity and total share balance.
·
Tax information needed to prepare your income tax returns.
·
Proxy materials, in the event a shareholder vote is required.
·
Special notices about significant events affecting your Fund.
Most fund information (including semiannual and annual reports, prospectuses and proxy statements) as well as your periodic account statements can be delivered electronically. For more information please go to www.eatonvance.com/edelivery.
The Eaton Vance funds have established policies and procedures with respect to the disclosure of portfolio holdings and other information concerning Fund characteristics. A description of these policies and procedures is provided below and additionally in the Statement of Additional Information. Such policies and procedures regarding disclosure of portfolio holdings are designed to prevent the misuse of material, non-public information about the funds.
The Fund will file with the Securities and Exchange Commission (SEC) a list of its portfolio holdings as of the end of the first and third fiscal quarters on Form N-Q. The Funds annual and semiannual reports (as filed on Form N-CSR) and each Form N-Q may be viewed on the SECs website (www.sec.gov). The most recent fiscal
quarter-end holdings may also be viewed on the Eaton Vance website (www.eatonvance.com). Portfolio holdings information that is filed with the SEC is posted on the Eaton Vance website approximately 60 days after the end of the quarter to which it relates. Portfolio holdings information as of each month end is posted to the website approximately one month after such month end. The Fund also posts information about certain portfolio characteristics (such as top ten holdings and asset allocation) at least quarterly on the Eaton Vance website approximately ten business days after the period and the Fund may also post performance attribution as of a month end or more frequently if deemed appropriate.
Withdrawal Plan. You may redeem shares on a regular periodic basis by establishing a systematic withdrawal plan. Withdrawals will not be subject to any applicable CDSC if they are, in the aggregate, less than or equal to 12% annually of the greater of either the initial account balance or the current account balance. Because purchases of Class A shares are generally subject to an initial sales charge, Class A shareholders should not make withdrawals from their accounts while also making purchases.
Eaton Vance High Yield Municipal Income Fund
16
Prospectus dated June 1, 2013
Exchange Privilege. You may exchange your Fund shares for shares of the same Class of another Eaton Vance fund. For purposes of exchanges among Eaton Vance funds, Class A and Class I shares are deemed to be the same as Investor Class and Institutional Class shares, respectively, of other Eaton Vance funds. Exchanges are made at net asset value. If your shares are subject to a CDSC, the CDSC will continue to apply to your new shares at the same CDSC rate. For purposes of the CDSC, your shares will continue to age from the date of your original purchase of Fund shares. Any class of shares of a fund may be exchanged for any other class of shares of that fund, provided that the shares being exchanged are no longer subject to a CDSC and the conditions for investing in the other class of shares described in the applicable prospectus are satisfied.
Before exchanging, you should read the prospectus of the new fund carefully. Exchanges are subject to the terms applicable to purchases of the new funds shares as set forth in its prospectus. If you wish to exchange shares, write to the transfer agent (see back cover for address), log on to your account at www.eatonvance.com or call 1-800-262-1122. Periodic automatic exchanges are also available. The exchange privilege may be changed or discontinued at any time. You will receive at least 60 days notice of any material change to the privilege. This privilege may not be used for market timing and may be terminated for market timing accounts or for any other reason. For additional information, see Restrictions on Excessive Trading and Market Timing under Purchasing Shares. Ordinarily exchanges between different funds are taxable transactions for federal tax purposes, while permitted exchanges of one class for shares of another class of the same fund are not. Shareholders should consult their tax advisors regarding the applicability of federal, state, local and other taxes to transactions in Fund shares.
Reinvestment Privilege. If you redeem shares, you may reinvest at net asset value all or any portion of the redemption proceeds in the same class of shares of the Fund you redeemed from, provided that the reinvestment occurs within 60 days of the redemption, and the privilege has not been used more than once in the prior 12 months. Under these circumstances your account will be credited with any CDSC paid in connection with the redemption. Any CDSC period applicable to the shares you acquire upon reinvestment will run from the date of your original share purchase. Reinvestment requests must be in writing. At the time of a reinvestment, you or your financial intermediary must notify the Fund or the transfer agent that you are reinvesting redemption proceeds in accordance with this privilege. If you reinvest, your purchase will be at the next determined net asset value following receipt of your request.
Telephone and Electronic Transactions. You can redeem or (if permitted) exchange shares by telephone as described in this Prospectus. In addition, certain transactions may be conducted through the Eaton Vance website. The transfer agent and the principal underwriter have procedures in place to authenticate telephone and electronic instructions (such as using security codes or verifying personal account information). As long as the transfer agent and principal underwriter follow reasonable procedures, they will not be responsible for unauthorized telephone or electronic transactions and you bear the risk of possible loss resulting from these transactions. You may decline the telephone redemption option on the account application. Telephone instructions are recorded.
Street Name Accounts.
If your shares are held in a street name account at a financial intermediary, that intermediary (and not the Fund or its transfer agent) will perform all recordkeeping, transaction processing and distribution payments. Because the Fund
does not maintain an account for you
, you should contact your financial intermediary to
make transactions in
shares,
make changes in your account, or
obtain account information. You will not be able to utilize a number of shareholder features, such as telephone or internet transactions, directly with the Fund
and certain features may be subject to different requirements.
If you transfer shares in a street name account to an account with another financial intermediary or to an account directly with the Fund, you should obtain historical information about your shares prior to the transfer.
Procedures for Opening New Accounts. To help the government fight the funding of terrorism and money laundering activities, federal law requires financial institutions to obtain, verify and record information that identifies each new customer who opens a Fund account and to determine whether such persons name appears on government lists of known or suspected terrorists or terrorist organizations. When you open an account, the transfer agent or your financial intermediary will ask you for your name, address, date of birth (for individuals), residential or business street address (although post office boxes are still permitted for mailing) and social security number, taxpayer identification number, or other government-issued identifying number. You also may be asked to produce a copy of your drivers license, passport or other identifying documents in order to verify your identity. In addition, it may be necessary to verify your identity by cross-referencing your identification information with a consumer report or other electronic databases. Other information or documents may be required to open accounts for corporations and other entities. Federal law prohibits the Fund and other financial institutions from opening a new account unless they receive the minimum identifying information described above. If a person fails to provide the information requested, any application by that person to open a new account will be rejected. Moreover, if the transfer agent or the financial intermediary is unable to verify the identity of a person based on information provided by that person, it may take additional steps including, but not limited to, requesting additional information or documents from the person, closing the persons account or reporting the matter to the appropriate federal authorities. If your account is closed for this reason, your shares may be automatically redeemed at the net asset value next determined. If the Funds net asset value has decreased since your purchase, you will lose money as a result of this redemption. The Fund has also designated an anti-money laundering compliance officer.
Eaton Vance High Yield Municipal Income Fund
17
Prospectus dated June 1, 2013
Account Questions.
If you have any questions about your account or the services available, please call Eaton Vance Shareholder Services at 1-800-262-1122 Monday through Friday, 8:
30
a.m. to
5:30
p.m. (eastern time), or write to the transfer agent (see back cover for address).
Additional Tax Information
The Fund declares dividends daily and ordinarily pays distributions monthly. Different Classes may distribute different dividend amounts. Your account will be credited with dividends beginning on the business day after the day when the funds used to purchase your Fund shares are collected by the transfer agent. For tax purposes, the entire monthly distribution of the Funds daily dividends ordinarily will constitute income to you exempt from federal income tax. Distributions of net realized gains, if any, will be made once each year (usually in December). The exemption of exempt-interest dividend income from regular federal income taxation does not necessarily result in similar exemptions of such income under state or local tax laws.
The unearned income of certain U.S. individuals, estates and trusts is subject to a 3.8% Medicare contribution tax. For individuals, the tax is on the lesser of the net investment income and the excess of modified adjusted gross income over $200,000 (or $250,000 if married filing jointly). Net investment income includes, among other things, interest, dividends, and gross income and capital gains derived from passive activities and trading in securities or commodities. Net investment income is reduced by deductions properly allocable to this income.
The Fund may invest a portion of its assets in securities that generate income that is not exempt from federal income tax. Taxes on distributions of capital gains are determined by how long the Fund owned the investments that generated them, rather than how long a shareholder has owned his or her shares in the Fund. Distributions of any taxable income and net short-term capital gains will be taxable as ordinary income. Distributions of any long-term capital gains are taxable as long-term capital gains. Distributions of interest on certain municipal obligations are a tax preference item under the AMT provisions applicable to individuals and corporations, and all tax-exempt distributions may affect a corporations AMT liability. The Funds distributions will be treated as described above for federal income tax purposes whether they are paid in cash or reinvested in additional shares. A redemption of Fund shares, including an exchange for shares of another fund, is a taxable transaction.
The Fund may be required to withhold, for U.S. federal income tax purposes, 28% of the dividends, distributions and redemption proceeds payable to shareholders who fail to provide the Fund with their correct taxpayer identification number or make required certifications, or who have been notified by the Internal Revenue Service that they are subject to backup withholding. Certain shareholders are exempt from backup withholding. Backup withholding is not an additional tax and any amount withheld may be credited against a shareholders U.S. federal income tax liability.
Shareholders, particularly corporations, recipients of social security or railroad retirement benefits and those subject to the AMT, should consult with their advisers concerning the applicability of federal, state, local and other taxes to an investment.
Eaton Vance High Yield Municipal Income Fund
18
Prospectus dated June 1, 2013
Financial Highlights
The financial highlights are intended to help you understand the Funds financial performance for the period(s) indicated. Certain information in the table reflects the financial results for a single Fund share. The total returns in the table represent the rate an investor would have earned (or lost) on an investment in the Fund (assuming reinvestment of all distributions at net asset value). This information has been audited by Deloitte & Touche LLP, an independent registered public accounting firm. The report of Deloitte & Touche LLP and the Funds financial statements are incorporated herein by reference and included in the Funds annual report, which is available upon request.
|
|
|||||||
|
2013 |
2012 |
||||||
|
Class A |
Class B |
Class C |
Class I |
Class A |
Class B |
Class C |
Class I |
Net asset value - Beginning of year |
$8.340 |
$8.310 |
$7.720 |
$8.350 |
$7.410 |
$7.390 |
$6.860 |
$7.420 |
Income (Loss) From Operations |
|
|
|
|
|
|
|
|
Net investment income (1) |
$0.434 |
$0.370 |
$0.341 |
$0.455 |
$0.491 |
$0.433 |
$0.400 |
$0.504 |
Net realized and unrealized gain |
0.481 |
0.479 |
0.442 |
0.482 |
0.894 |
0.883 |
0.827 |
0.900 |
Total income from operations |
$0.915 |
$0.849 |
$0.783 |
$0.937 |
$1.385 |
$1.316 |
$1.227 |
$1.404 |
Less Distributions |
|
|
|
|
|
|
|
|
From net investment income |
$(0.425) |
$(0.359) |
$(0.333) |
$(0.447) |
$(0.455) |
$(0.396) |
$(0.367) |
$(0.474) |
Total distributions |
$(0.425) |
$(0.359) |
$(0.333) |
$(0.447) |
$(0.455) |
$(0.396) |
$(0.367) |
$(0.474) |
Net asset value - End of year |
$8.830 |
$8.800 |
$8.170 |
$8.840 |
$8.340 |
$8.310 |
$7.720 |
$8.350 |
Total Return (2) |
11.23% |
10.42% |
10.35% |
11.50% |
19.34% |
18.35% |
18.44% |
19.60% |
Ratios/Supplemental Data |
|
|
|
|
|
|
|
|
Net assets, end of year (000s omitted) |
$411,671 |
$14,919 |
$165,887 |
$161,066 |
$376,496 |
$22,973 |
$146,788 |
$124,627 |
Ratios (as a percentage of average daily net assets): |
|
|
|
|
|
|
|
|
Expenses excluding interest and fees |
0.86% |
1.62% |
1.61% |
0.61% |
0.93% |
1.68% |
1.68% |
0.68% |
Interest and fee expense (3) |
0.10% |
0.10% |
0.10% |
0.10% |
0.11% |
0.11% |
0.11% |
0.11% |
Total expenses before custodian fee reduction |
0.96% |
1.72% |
1.71% |
0.71% |
1.04% |
1.79% |
1.79% |
0.79% |
Expenses after custodian fee reduction excluding interest and fees |
0.86% |
1.62% |
1.61% |
0.61% |
0.93% |
1.68% |
1.68% |
0.68% |
Net investment income |
5.05% |
4.34% |
4.30% |
5.29% |
6.35% |
5.64% |
5.60% |
6.49% |
Portfolio Turnover |
22% |
22% |
22% |
22% |
19% |
19% |
19% |
19% |
(See footnotes on last page.)
Eaton Vance High Yield Municipal Income Fund
19
Prospectus dated June 1, 2013
Financial Highlights (continued)
|
|
|||||||
|
2011 |
2010 |
||||||
|
Class A |
Class B |
Class C |
Class I |
Class A |
Class B |
Class C |
Class I |
Net asset value - Beginning of year |
$7.900 |
$7.880 |
$7.310 |
$7.910 |
$6.440 |
$6.430 |
$5.970 |
$6.440 |
Income (Loss) From Operations |
|
|
|
|
|
|
|
|
Net investment income (1) |
$0.472 |
$0.410 |
$0.380 |
$0.486 |
$0.488 |
$0.432 |
$0.401 |
$0.505 |
Net realized and unrealized gain (loss) |
(0.479) |
(0.477) |
(0.437) |
(0.474) |
1.452 |
1.448 |
1.339 |
1.461 |
Total income (loss) from operations |
$(0.007) |
$(0.067) |
$(0.057) |
$0.012 |
$1.940 |
$1.880 |
$1.740 |
$1.966 |
Less Distributions |
|
|
|
|
|
|
|
|
From net investment income |
$(0.483) |
$(0.423) |
$(0.393) |
$(0.502) |
$(0.480) |
$(0.430) |
$(0.400) |
$(0.496) |
Total distributions |
$(0.483) |
$(0.423) |
$(0.393) |
$(0.502) |
$(0.480) |
$(0.430) |
$(0.400) |
$(0.496) |
Net asset value - End of year |
$7.410 |
$7.390 |
$6.860 |
$7.420 |
$7.900 |
$7.880 |
$7.310 |
$7.910 |
Total Return (2) |
(0.35)% |
(1.09)% |
(1.02)% |
(0.12)% |
31.04% |
30.02% |
29.92% |
31.48% |
Ratios/Supplemental Data |
|
|
|
|
|
|
|
|
Net assets, end of year (000s omitted) |
$361,171 |
$31,380 |
$139,798 |
$64,318 |
$481,346 |
$46,335 |
$162,425 |
$27,780 |
Ratios (as a percentage of average daily net assets): |
|
|
|
|
|
|
|
|
Expenses excluding interest and fees |
0.99% |
1.74% |
1.73% |
0.73% |
1.00% |
1.76% |
1.75% |
0.74% |
Interest and fee expense (3) |
0.12% |
0.12% |
0.12% |
0.12% |
0.11% |
0.11% |
0.11% |
0.11% |
Total expenses before custodian fee reduction |
1.11% |
1.86% |
1.85% |
0.85% |
1.11% |
1.87% |
1.86% |
0.85% |
Expenses after custodian fee reduction excluding interest and fees |
0.99% |
1.74% |
1.73% |
0.73% |
1.00% |
1.76% |
1.75% |
0.74% |
Net investment income |
5.90% |
5.14% |
5.14% |
6.10% |
6.72% |
5.99% |
5.95% |
6.66% |
Portfolio Turnover |
12% |
12% |
12% |
12% |
22% |
22% |
22% |
22% |
(See footnotes on last page.)
Eaton Vance High Yield Municipal Income Fund
20
Prospectus dated June 1, 2013
Financial Highlights (continued)
|
|
|||
|
2009 |
|||
|
Class A |
Class B |
Class C |
Class I |
Net asset value - Beginning of year |
$9.780 |
$9.750 |
$9.050 |
$9.780 |
Income (Loss) From Operations |
|
|
|
|
Net investment income (1) |
$0.504 |
$0.440 |
$0.408 |
$0.520 |
Net realized and unrealized loss |
(3.351) |
(3.336) |
(3.095) |
(3.345) |
Total loss from operations |
$(2.847) |
$(2.896) |
$(2.687) |
$(2.825) |
Less Distributions |
|
|
|
|
From net investment income |
$(0.493) |
$(0.424) |
$(0.393) |
$(0.515) |
Total distributions |
$(0.493) |
$(0.424) |
$(0.393) |
$(0.515) |
Net asset value - End of year |
$6.440 |
$6.430 |
$5.970 |
$6.440 |
Total Return (2) |
(29.94)% |
(30.42)% |
(30.40)% |
(29.75)% |
Ratios/Supplemental Data |
|
|
|
|
Net assets, end of year (000s omitted) |
$407,816 |
$46,123 |
$123,933 |
$3,442 |
Ratios (as a percentage of average daily net assets): |
|
|
|
|
Expenses excluding interest and fees |
0.97% |
1.72% |
1.72% |
0.71% |
Interest and fee expense (3) |
0.35% |
0.35% |
0.35% |
0.35% |
Total expenses before custodian fee reduction |
1.32% |
2.07% |
2.07% |
1.06% |
Expenses after custodian fee reduction excluding interest and fees |
0.96% |
1.71% |
1.71% |
0.70% |
Net investment income |
5.97% |
5.23% |
5.23% |
6.57% |
Portfolio Turnover |
35% |
35% |
35% |
35% |
(1)
Computed using average shares outstanding.
(2)
Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges.
(3)
Interest and fee expense
relates to the liability for floating rate notes issued in conjunction with residual interest bond transactions (see Note 1I to the Funds audited financial statements).
Eaton Vance High Yield Municipal Income Fund
21
Prospectus dated June 1, 2013
More Information
About the Fund: More information is available in the Statement of Additional Information. The Statement of Additional Information is incorporated by reference into this Prospectus. Additional information about the Funds investments is available in the annual and semiannual reports to shareholders. In the annual report, you will find a discussion of the market conditions and investment strategies that significantly affected the Funds performance during the past fiscal year. You may obtain free copies of the Statement of Additional Information and the shareholder reports on Eaton Vances website at www.eatonvance.com or by contacting the principal underwriter:
Eaton Vance Distributors, Inc.
Two International Place
Boston, MA 02110
1-800-262-1122
website: www.eatonvance.com
You will find and may copy information about the Fund (including the Statement of Additional Information and shareholder reports): at the
SECs
public reference room in Washington, DC (call 1-800-732-0330 for information on the operation of the public reference room); on the EDGAR Database on the SECs website (www.sec.gov); or, upon payment of copying fees, by writing to the SECs Public Reference Section, 100 F Street, NE, Washington, DC 20549-0102, or by electronic mail at publicinfo@sec.gov.
Shareholder Inquiries: You can obtain more information from Eaton Vance Shareholder Services or the Fund transfer agent, BNY Mellon Investment Servicing (US) Inc. If you own shares and would like to add to, redeem or change your account, please write or call below:
Regular Mailing Address:
|
|
Overnight Mailing Address:
|
|
Phone Number:
|
The Fund's Investment Company Act No. is 811-08134. |
HYP |
519- 6/13 |
© 2013 Eaton Vance Management |
Eaton Vance Tax-Advantaged Bond Strategies Short Term Fund
Class A Shares - EABSX
Class C Shares - ECBSX
Class I Shares - EIBSX
Eaton Vance Tax-Advantaged Bond Strategies Intermediate Term Fund
Class A Shares - EITAX
Class C Shares - EITCX
Class I Shares - ETIIX
Eaton Vance Tax-Advantaged Bond Strategies Long Term Fund
Class A Shares - EALTX
Class C Shares - ECLTX
Class I Shares - EILTX
Diversified funds seeking after-tax total return
Prospectus Date
d
June 1,
2013
The Securities and Exchange Commission has not approved or disapproved these securities or determined whether this Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
This Prospectus contains important information about the Funds and the services
available to shareholders. Please save it for reference.
Table of Contents
Fund Summaries |
3 |
Tax-Advantaged Bond Strategies Short Term Fund |
3 |
Tax-Advantaged Bond Strategies Intermediate Term Fund |
8 |
Tax-Advantaged Bond Strategies Long Term Fund |
12 |
Important Information Regarding Fund Shares |
16 |
Investment Objectives & Principal Policies and Risks |
17 |
Management and Organization |
19 |
Valuing Shares |
20 |
Purchasing Shares |
20 |
Sales Charges |
23 |
Redeeming Shares |
25 |
Shareholder Account Features |
26 |
Additional Tax Information |
28 |
Financial Highlights |
29 |
Tax-Advantaged Bond Strategies Short Term Fund |
29 |
Tax-Advantaged Bond Strategies Intermediate Term Fund |
31 |
Tax-Advantaged Bond Strategies Long Term Fund |
32 |
Eaton Vance Tax-Advantaged Bond Strategies Funds
2
Prospectus dated June 1, 2013
Fund Summaries
Eaton Vance Tax-Advantaged Bond Strategies Short Term Fund
Investment Objective
The Funds investment objective is to seek after-tax total return.
Fees and Expenses of the Fund
This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for a reduced sales charge if you invest, or agree to invest over a 13-month period, at least $100,000 in Eaton Vance Funds. More information about these and other discounts is available from your financial intermediary and in Sales Charges on page 23 of this Prospectus and page
20
of the Funds Statement of Additional Information.
Shareholder Fees (fees paid directly from your investment) |
Class A |
Class C |
Class I |
Maximum Sales Charge (Load) (as a percentage of offering price) |
2.25% |
None |
None |
Maximum Deferred Sales Charge (Load) (as a percentage of the lower of net asset value at purchase or redemption) |
None |
1.00% |
None |
Annual Fund Operating Expenses (expenses you pay each year as a percentage of the value of your investment) |
Class A |
Class C |
Class I |
Management Fees |
0.54% |
0.54% |
0.54% |
Distribution and Service (12b-1) Fees |
0.25% |
1.00% |
n/a |
Other Expenses |
0.09 % |
0.09 % |
0.09 % |
Total Annual Fund Operating Expenses |
0.88% |
1.63% |
0.63% |
Example. This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over the portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the Example, affect the Funds performance. During the most recent fiscal year, the Fund's portfolio turnover rate was
72
% of the average value of its portfolio.
Principal Investment Strategies
Under normal market circumstances, the Fund invests at least 80% of its net assets in a diversified portfolio of municipal obligations that are exempt from regular federal income tax (Municipal Securities), municipal obligations that are not exempt from regular federal income tax (Taxable Municipal Securities), direct obligations of the U.S. Treasury (Treasury Securities) and/or obligations of U.S. Government agencies, instrumentalities and government-sponsored enterprises (Agency Securities) (the 80% Policy). Taxable Municipal Securities include obligations issued pursuant to the American Recovery and Reinvestment Act of 2009 (the Act) or other legislation providing for the issuance of taxable municipal debt on which the issuer receives federal support (any bonds so issued are considered Build America Bonds). When investing in Build America Bonds the Fund expects to invest in direct pay Build America Bonds and principal only strips of tax credit Build America Bonds. Provisions of the Act relevant to the issuance of Build America Bonds expired on December 31, 2010 and, as such, issuance has ceased. The Fund normally invests in Municipal Securities and Taxable Municipal Securities rated in the two highest rating categories (those rated AA or higher by Standard & Poors Ratings
Services
(S&P) or Fitch Ratings (Fitch) or Aa or higher
Eaton Vance Tax-Advantaged Bond Strategies Funds
3
Prospectus dated June 1, 2013
by Moodys Investors Service, Inc. (Moodys)) or, if unrated, determined by the investment adviser to be of comparable quality at the time of purchase, but may also invest up to 30% of its net assets in Municipal Securities or Taxable Municipal Securities rated A at the time of purchase by S&P, Fitch or Moodys or, if unrated, determined by the investment adviser to be of comparable quality. The Fund may continue to hold securities that are downgraded (including bonds downgraded to below investment grade credit quality (junk bonds)) if the investment adviser believes it would be advantageous to do so. The Fund will not invest in a Municipal Security the interest on which the Funds investment adviser believes is subject to the federal alternative minimum tax. For its investment in Municipal Securities, the Fund invests primarily in general obligation or revenue bonds. The Fund currently targets an average portfolio duration of approximately 2 - 4.5 years and an average weighted portfolio maturity of approximately 3 - 6 years , but may invest in securities of any maturity or duration, and may in the future alter its maturity or duration target range. The Fund may use various techniques to shorten or lengthen its dollar - weighted average portfolio duration, including the acquisition of municipal obligations at a premium or discount. The Fund may also invest in cash and cash equivalents.
In implementing the Funds investment strategy, the portfolio managers will identify certain benchmark ratios that the managers believe represent efficient pricing of Municipal Securities in relation to Taxable Municipal, Treasury and Agency Securities with similar durations. Such ratios are primarily a function of the respective yields of Municipal, Taxable Municipal, Treasury and Agency Securities. When the prices of Municipal Securities deviate from such benchmark ratios, the portfolio
managers
may deem such securities to be overvalued or undervalued in relation to Taxable Municipal, Treasury and Agency Securities, depending on the nature of the price deviation, and may adjust the Funds asset mix among Municipal, Taxable Municipal, Treasury and Agency Securities as deemed consistent with the Funds investment objective. The Funds Municipal/Taxable Municipal/Treasury/Agency cross-over strategy is primarily quantitatively driven and generally will be implemented when pricing ratios so dictate, subject to market conditions and the ability to execute transactions in sufficient volume and at desired prices. Execution of the cross-over strategy may be affected if it is anticipated that there will be changes in tax rates or regulations governing Municipal Securities such that a change in relative yield relationships is likely, thereby causing a change in benchmark trading ratios. Allocation decisions will generally be influenced by a tax requirement that at least 50% of the Funds total assets be invested in Municipal Securities as of the end of each fiscal quarter in order to pass tax-exempt income to Fund shareholders. The portfolio managers generally will seek to enhance after-tax total return by actively engaging in relative value trading within the portfolio to take advantage of price appreciation opportunities in the markets for Municipal, Taxable Municipal, Treasury and Agency Securities.
The investment advisers process for selecting Municipal Securities for purchase and sale generally includes consideration of the creditworthiness of the issuer or person obligated to repay the obligation. In evaluating creditworthiness, the investment adviser considers ratings assigned by rating agencies and generally performs additional credit and investment analysis.
Principal Risks
Municipal Bond Risk. The amount of public information available about municipal bonds is generally less than for corporate equities or bonds, meaning that the investment performance of municipal bond investments may be more dependent on the analytical abilities of the investment adviser than stock or corporate bond investments. The secondary market for municipal bonds also tends to be less well-developed and less liquid than many other securities markets, which may limit an owners ability to sell its bonds at attractive prices. The spread between the price at which an obligation can be purchased and the price at which it can be sold may widen during periods of market distress. Less liquid obligations can become more difficult to value and be subject to erratic price movements. The increased presence of non-traditional participants or the absence of traditional participants in the municipal markets may lead to greater volatility in the markets.
Debt Market Risk. Economic and other events (whether real or perceived) can reduce the demand for investments held by the Fund, which may reduce their market prices and cause the value of Fund shares to fall. The frequency and magnitude of such changes cannot be predicted. Certain securities and other investments held by the Fund can experience downturns in trading activity and, at such times, the supply of such instruments in the market may exceed the demand. At other times, the demand for such instruments may exceed the supply in the market. An imbalance in supply and demand in the market may result in valuation uncertainties and greater volatility, less liquidity, wider trading spreads and a lack of price transparency in the market. No active trading market may exist for certain investments, which may impair the ability of the Fund to sell or to realize the full value of such investments in the event of the need to liquidate such assets. Adverse market conditions may impair the liquidity of some actively traded investments.
Risk of U.S. Government-Sponsored Agencies. Although certain U.S. Government-sponsored agencies (such as the Federal Home Loan Mortgage Corporation and the Federal National Mortgage Association) may be chartered or sponsored by acts of Congress, their securities are neither issued nor guaranteed by the U.S. Treasury.
Eaton Vance Tax-Advantaged Bond Strategies Funds
4
Prospectus dated June 1, 2013
Interest Rate Risk. As interest rates rise, the value of Fund shares is likely to decline. Conversely, when interest rates decline, the value of Fund shares is likely to rise. Obligations with longer maturities generally offer higher yields, but involve greater risk because the prices of such obligations are more sensitive to changes in interest rates than obligations with shorter maturities. In a declining interest rate environment, prepayments of obligations may increase if the issuer has the ability to pre-pay or call the obligation. In such circumstances, the Fund may have to reinvest the prepayment proceeds at lower yields.
Credit Risk. Changes in economic conditions or other circumstances may reduce the capacity of issuers of fixed income securities to make principal and interest payments and may lead to defaults. Such defaults may reduce the value of Fund shares and income distributions. The value of a fixed income security also may decline because of real or perceived concerns about the issuers ability to make principal and interest payments. In addition, the credit rating of securities held by the Fund may be lowered if an issuers financial condition changes. Municipal obligations may be insured as to principal and interest payments. If the claims-paying ability or other rating of the insurer is downgraded by a rating agency, the value of such obligations may be negatively affected. In the case of an insured bond, the bonds rating will be deemed to be the higher of the rating assigned to the bonds issuer or the insurer.
Risk Associated with Limited Issuance. Under the Act the ability of municipalities to issue Build America Bonds expired on December 31, 2010 and there can be no certainty as to whether future legislation will be enacted that would again permit such issuance. Since the enactment of the Act, approximately $180 billion in Build America Bonds has been issued by municipalities. Given the limited issuance of Build America Bonds, they may not be actively traded. In addition, illiquidity may negatively affect the value of the bonds.
Risks of Principal Only Investments. Principal only investments entitle the holder to receive par value of such investment if held to maturity. The values of principal only investments are subject to greater fluctuation in response to changes in market interest rates than bonds which pay interest currently. The Fund will accrue income on these investments and is required to distribute that income each year. The Fund may be required to sell securities to obtain cash needed for such income distributions.
Tax Risk. Income from tax-exempt municipal obligations could be declared taxable because of unfavorable changes in tax laws, adverse interpretations by the Internal Revenue Service or non-compliant conduct of a bond issuer.
Risks Associated with Quantitative Management. The Fund relies on its investment adviser to achieve its investment objective. The investment adviser uses quantitative investment techniques and analyses in making investment decisions for the Fund, but there can be no assurance that these will achieve the desired results. The Fund's strategy is highly dependent on quantitatively-based pricing theories and valuation models that generally have not been independently tested or otherwise reviewed.
General Fund Investing Risks. The Fund is not a complete investment program and you may lose money by investing in the Fund. All investments carry a certain amount of risk and there is no guarantee that the Fund will be able to achieve its investment objective. Annual Fund Operating Expenses expressed as a percentage of the Funds average daily net assets may change as Fund assets increase and decrease, and Annual Fund Operating Expenses may differ in the future. Purchase and redemption activities by Fund shareholders may impact the management of the Fund and its ability to achieve its investment objective. In addition, the redemption by one or more large shareholders or groups of shareholders of their holdings in the Fund could have an adverse impact on the remaining shareholders in the Fund. Investors in the Fund should have a long-term investment perspective and be able to tolerate potentially sharp declines in value. An investment in the Fund is not a deposit in a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency, entity or person. Mutual funds, investment advisers, other market participants and many securities markets are subject to rules and regulations and the jurisdiction of one or more regulators. Changes to applicable rules and regulations could have an adverse affect on securities markets and market participants, as well as on the Funds ability to execute its investment strategy.
Performance
The following bar chart and table provide some indication of the risks of investing in the Fund by showing changes in the Funds performance from year to year and how the Funds average annual returns over time compare with those of two broad-based
securities market indices. The returns in the bar chart are for Class
A
shares and do not reflect a sales charge. If the sales charge was reflected, the returns would be lower. Past performance is no guarantee of future results.
The Fund commenced operations on March 27, 2009 and is the successor to the operations of a private limited partnership (the Predecessor Account). The Predecessor Account was managed by Eaton Vance and had substantially the same investment objective, policies and strategies as the Fund. However, the Predecessor Account was not a mutual fund registered under the Investment Company Act of 1940, as amended (the 1940 Act) or a regulated investment company under the Internal Revenue Code of 1986, as amended (the Code), and therefore the Predecessor Account was not subject to investment limitations, diversification requirements and other restrictions imposed by the 1940 Act and/or the Code. If such requirements were applicable to the Predecessor Account, the performance shown may have been adversely affected.
Eaton Vance Tax-Advantaged Bond Strategies Funds
5
Prospectus dated June 1, 2013
The performance of each Class for the period prior March 27, 2009 is that of the Predecessor Account. The performance of the Predecessor Account has been adjusted to reflect any applicable sales charge or contingent deferred sales charge but is not otherwise adjusted to reflect differences in the expenses between the Predecessor Account and each Class. If such an adjustment were made, performance would be different. The returns in the bar chart for periods after March 27, 2009 are for Class A shares and do not reflect a sales charge. If the sales charge was reflected, the returns would be lower. The Funds performance for certain periods after March 27, 2009 reflects the effects of expense reductions. Absent these reductions, performance would have been lower. Past performance (both before and after taxes) is no guarantee of future results. Updated Fund performance information can be obtained by visiting www.eatonvance.com.
For
the ten years ended December 31,
2012
, the highest quarterly total return for the Fund or Predecessor Account was 5.03% for the quarter ended December 31, 2008, and the lowest quarterly return for the Fund
or Predecessor Account
was
2.03
% for the quarter ended December 31, 2010. The year-to-date return through the end of the most recent calendar quarter (December 31,
2012
to March 31,
2013
) was
0.
21
%. For the 30 days ended January 31,
2013
, the SEC yield for Class A, Class C and Class I shares was
-
0.
05
%, -0.
79
% and 0.
20
%, respectively. For current yield information call 1-800-262-1122.
These returns reflect the maximum sales charge for Class A (2.25%) and any applicable contingent deferred sales charge (CDSC) for Class C. The performance shown above for each Class for the period prior to March 27, 2009 (commencement of operations) is that of the Predecessor Account adjusted to reflect any applicable sales charge of the Class but not adjusted for any other differences in expenses. If adjusted for other expenses, returns would be different. Investors cannot invest directly in an Index.
After-Tax Return is calculated using the highest historical individual federal income tax rates and does not reflect the impact of state and local taxes. Actual after-tax returns depend on a shareholders tax situation and the actual characterization of distributions, and may differ from those shown. After-tax returns are not relevant to shareholders who hold shares in tax-deferred accounts or to shares held by non-taxable entities.
After-tax returns for other Classes of Shares will vary from the after-tax returns presented for Class A Shares.
Return After Taxes on Distributions for a period may be the same as Return Before Taxes for that period because no taxable distributions were made during that period. Also, Return After Taxes on distributions and Sale of Fund Shares for a period may be greater than or equal to Return After Taxes on Distributions for the same period because of losses realized on the sale of Fund shares. After-Tax Returns are not shown for the Five Years and Ten Years ending December 31,
2012
because the Predecessor Account, unlike a registered investment company, was not required to make annual income distributions to its investors.
Management
Investment Adviser. Eaton Vance Management (Eaton Vance).
Portfolio Managers
James H. Evans, Vice President of Eaton Vance and Lead Portfolio Manager, has managed the Fund since it commenced operations in 2009.
Brian C. Barney, Vice President of Eaton Vance, has co-managed the Fund since 2010.
Brian D. Clouser, Vice President of Eaton Vance, has co-managed the Fund since 2010.
For important information about purchase and sale of shares, taxes and financial intermediary compensation, please turn to Important Information Regarding Fund Shares on page 16 of this Prospectus.
Eaton Vance Tax-Advantaged Bond Strategies Funds
6
Prospectus dated June 1, 2013
Eaton Vance Tax-Advantaged Bond Strategies Intermediate Term Fund
Investment Objective
The Funds investment objective is to seek after-tax total return.
Fees and Expenses of the Fund
The following tables describe the fees and expenses that you may pay if you buy and hold shares. You may qualify for a reduced sales charge if you invest, or agree to invest over a 13-month period, at least $100,000 in Eaton Vance Funds. More information about these and other discounts is available from your financial intermediary and in Sales Charges beginning on page 23 of this Prospectus and page
20
of the Funds Statement of Additional Information.
Shareholder Fees (fees paid directly from your investment) |
Class A |
Class C |
Class I |
Maximum Sales Charge (Load) (as a percentage of offering price) |
2.25% |
None |
None |
Maximum Deferred Sales Charge (Load) (as a percentage of the lower of net asset value at purchase or redemption) |
None |
1.00% |
None |
Annual Fund Operating Expenses (expenses you pay each year as a percentage of the value of your investment) |
Class A |
Class C |
Class I |
Management Fees |
0.60% |
0.60% |
0.60% |
Distribution and Service (12b-1) Fees |
0.25% |
1.00% |
n/a |
Other Expenses |
0.16 % |
0.16 % |
0.16 % |
Total Annual Fund Operating Expenses |
1.01% |
1.76% |
0.76% |
Expense Reimbursement (1) |
(0.06) % |
(0.06) % |
(0.06) % |
Total Annual Fund Operating Expenses After Expense Reimbursement |
0.95% |
1.70% |
0.70% |
(1)
The investment adviser and administrator have agreed to reimburse the Funds expenses to the extent that Total Annual Fund Operating Expenses exceed 0.95% for Class A shares, 1.70% for Class C shares and 0.70% for Class I shares. This expense reimbursement will continue through May 31,
2014
. Any amendment to or a termination of this reimbursement would require written approval of the Board of Trustees. The expense reimbursement relates to ordinary operating expenses only and does not include expenses such as: brokerage commissions, acquired fund fees and expenses, interest expense, taxes or litigation expenses. Amounts reimbursed may be recouped by the investment adviser and administrator during the Funds current fiscal year to the extent actual expenses are less than the contractual expense cap during such year.
Example. This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
|
Expenses with Redemption |
Expenses without Redemption |
||||||
|
1 Year |
3 Years |
5 Years |
10 Years |
1 Year |
3 Years |
5 Years |
10 Years |
Class A shares |
$ 320 |
$ 533 |
$ 765 |
$ 1,428 |
$ 320 |
$ 533 |
$ 765 |
$ 1,428 |
Class C shares |
$ 273 |
$ 548 |
$ 949 |
$ 2,068 |
$ 173 |
$ 548 |
$ 949 |
$ 2,068 |
Class I shares |
$ 72 |
$ 237 |
$ 416 |
$ 937 |
$ 72 |
$ 237 |
$ 416 |
$ 937 |
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over the portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the Example, affect the Funds performance. During the most recent fiscal year, the Fund's portfolio turnover rate was
103
% of the average value of its portfolio.
Principal Investment Strategies
Under normal market conditions, the Fund invests at least 80% of its net assets in a diversified portfolio of municipal obligations that are exempt from regular federal income tax (Municipal Securities), municipal obligations that are not exempt from regular federal income tax (Taxable Municipal Securities), direct obligations of the U.S. Treasury (Treasury Securities) and/or obligations of U.S. Government agencies, instrumentalities and government-sponsored enterprises (Agency Securities) (the 80% Policy). Taxable Municipal Securities include obligations issued pursuant to the American Recovery and Reinvestment
Eaton Vance Tax-Advantaged Bond Strategies Funds
7
Prospectus dated June 1, 2013
Act of 2009 (the Act) or other legislation providing for the issuance of taxable municipal debt on which the issuer receives federal support (any bonds so issued are considered Build America Bonds). When investing in Build America Bonds, the Fund expects to invest in direct pay Build America Bonds and principal only strips of tax credit Build America Bonds. Provisions of the Act relevant to the issuance of Build America Bonds expired on December 31, 2010 and, as such, issuance has ceased. The Fund normally invests in Municipal Securities and Taxable Municipal Securities rated in the two highest rating categories (which are those rated AA or higher by Standard & Poors Ratings
Services
(S&P) or Fitch Ratings (Fitch) or Aa or higher by Moodys Investors Service, Inc. (Moodys)) or, if unrated, determined by the investment adviser to be of comparable quality at the time of purchase, but may also invest up to 30% of its net assets in Municipal Securities or Taxable Municipal Securities rated A at the time of purchase by S&P, Fitch or Moodys or, if unrated, determined by the investment adviser to be of comparable quality. The Fund may continue to hold securities that are downgraded (including bonds downgraded to below investment grade credit quality (junk bonds)) if the investment adviser believes it would be advantageous to do so. The Fund will not invest in a Municipal Security the interest on which the Funds investment adviser believes is subject to the federal alternative minimum tax. For its investment in Municipal Securities, the Fund invests primarily in general obligation or revenue bonds. The Fund currently targets an average portfolio duration of approximately 5 - 7 years and an average weighted portfolio maturity of approximately 5 - 13 years, but may invest in securities of any maturity or duration, and may in the future alter its maturity or duration target range. The Fund may use various techniques to shorten or lengthen its dollar weighted average portfolio duration, including the acquisition of municipal obligations at a premium or discount. The Fund may also invest in cash and cash equivalents.
In implementing the Funds investment strategy, the portfolio managers will identify certain benchmark ratios that the managers believe represent efficient pricing of Municipal Securities in relation to Taxable Municipal, Treasury and Agency Securities with similar durations. Such ratios are primarily a function of the respective yields of Municipal, Taxable Municipal, Treasury and Agency Securities. When the prices of Municipal Securities deviate from such benchmark ratios, the portfolio managers may deem such securities to be overvalued or undervalued in relation to Taxable Municipal, Treasury and Agency Securities, depending on the nature of the price deviation, and may adjust the Funds asset mix among Municipal, Taxable Municipal, Treasury and Agency Securities as deemed consistent with the Funds investment objective. The Funds Municipal/Taxable Municipal/Treasury/Agency cross-over strategy is primarily quantitatively driven and generally will be implemented when pricing ratios so dictate, subject to market conditions and the ability to execute transactions in sufficient volume and at desired prices. Execution of the cross-over strategy may be affected if it is anticipated that there will be changes in tax rates or regulations governing Municipal Securities such that a change in relative yield relationships is likely, thereby causing a change in benchmark trading ratios. Allocation decisions will generally be influenced by a tax requirement that at least 50% of the Funds total assets be invested in Municipal Securities as of the end of each fiscal quarter in order to pass tax-exempt income to Fund shareholders. The portfolio managers generally will seek to enhance after-tax total return by actively engaging in relative value trading within the portfolio to take advantage of price appreciation opportunities in the markets for Municipal, Taxable Municipal, Treasury and Agency Securities.
The investment advisers process for selecting Municipal Securities for purchase and sale generally includes consideration of the creditworthiness of the issuer or person obligated to repay the obligation. In evaluating creditworthiness, the investment adviser considers ratings assigned by rating agencies and generally performs additional credit and investment analysis.
Principal Risks
Municipal Bond Risk. The amount of public information available about municipal bonds is generally less than for corporate equities or bonds, meaning that the investment performance of municipal bond investments may be more dependent on the analytical abilities of the investment adviser than stock or corporate bond investments. The secondary market for municipal bonds also tends to be less well-developed and less liquid than many other securities markets, which may limit an owners ability to sell its bonds at attractive prices. The spread between the price at which an obligation can be purchased and the price at which it can be sold may widen during periods of market distress. Less liquid obligations can become more difficult to value and be subject to erratic price movements. The increased presence of non-traditional participants or the absence of traditional participants in the municipal markets may lead to greater volatility in the markets.
Debt Market Risk. Economic and other events (whether real or perceived) can reduce the demand for investments held by the Fund, which may reduce their market prices and cause the value of Fund shares to fall. The frequency and magnitude of such changes cannot be predicted. Certain securities and other investments held by the Fund can experience downturns in trading activity and, at such times, the supply of such instruments in the market may exceed the demand. At other times, the demand for such instruments may exceed the supply in the market. An imbalance in supply and demand in the market may result in valuation uncertainties and greater volatility, less liquidity, wider trading spreads and a lack of price transparency in the market. No active trading market may exist for certain investments, which may impair the ability of the Fund to sell or to realize the full value of such investments in the event of the need to liquidate such assets. Adverse market conditions may impair the liquidity of some actively traded investments.
Eaton Vance Tax-Advantaged Bond Strategies Funds
8
Prospectus dated June 1, 2013
Risk of U.S. Government-Sponsored Agencies. Although certain U.S. Government-sponsored agencies (such as the Federal Home Loan Mortgage Corporation and the Federal National Mortgage Association) may be chartered or sponsored by acts of Congress, their securities are neither issued nor guaranteed by the U.S. Treasury.
Interest Rate Risk. As interest rates rise, the value of Fund shares is likely to decline. Conversely, when interest rates decline, the value of Fund shares is likely to rise. Obligations with longer maturities generally offer higher yields, but involve greater risk because the prices of such obligations are more sensitive to changes in interest rates than obligations with shorter maturities. In a declining interest rate environment, prepayments of obligations may increase if the issuer has the ability to pre-pay or call the obligation. In such circumstances, the Fund may have to reinvest the prepayment proceeds at lower yields.
Credit Risk. Changes in economic conditions or other circumstances may reduce the capacity of issuers of fixed income securities to make principal and interest payments and may lead to defaults. Such defaults may reduce the value of Fund shares and income distributions. The value of a fixed income security also may decline because of real or perceived concerns about the issuers ability to make principal and interest payments. In addition, the credit rating of securities held by the Fund may be lowered if an issuers financial condition changes. Municipal obligations may be insured as to principal and interest payments. If the claims-paying ability or other rating of the insurer is downgraded by a rating agency, the value of such obligations may be negatively affected. In the case of an insured bond, the bonds rating will be deemed to be the higher of the rating assigned to the bonds issuer or the insurer.
Risk Associated with Limited Issuance. Under the Act the ability of municipalities to issue Build America Bonds expired on December 31, 2010 and there can be no certainty as to whether future legislation will be enacted that would again permit such issuance. Since the enactment of the Act, approximately $180 billion in Build America Bonds has been issued by municipalities. Given the limited issuance of Build America Bonds, they may not be actively traded. In addition, illiquidity may negatively affect the value of the bonds.
Risks of Principal Only Investments. Principal only investments entitle the holder to receive par value of such investment if held to maturity. The values of principal only investments are subject to greater fluctuation in response to changes in market interest rates than bonds which pay interest currently. The Fund will accrue income on these investments and is required to distribute that income each year. The Fund may be required to sell securities to obtain cash needed for such income distributions.
Tax Risk. Income from tax-exempt municipal obligations could be declared taxable because of unfavorable changes in tax laws, adverse interpretations by the Internal Revenue Service or non-compliant conduct of a bond issuer.
Risks Associated with Quantitative Management. The Fund relies on its investment adviser to achieve its investment objective. The investment adviser uses quantitative investment techniques and analyses in making investment decisions for the Fund, but there can be no assurance that these will achieve the desired results. The Fund's strategy is highly dependent on quantitatively-based pricing theories and valuation models that generally have not been independently tested or otherwise reviewed.
General Fund Investing Risks. The Fund is not a complete investment program and you may lose money by investing in the Fund. All investments carry a certain amount of risk and there is no guarantee that the Fund will be able to achieve its investment objective. Annual Fund Operating Expenses expressed as a percentage of the Funds average daily net assets may change as Fund assets increase and decrease, and Annual Fund Operating Expenses may differ in the future. Purchase and redemption activities by Fund shareholders may impact the management of the Fund and its ability to achieve its investment objective. In addition, the redemption by one or more large shareholders or groups of shareholders of their holdings in the Fund could have an adverse impact on the remaining shareholders in the Fund. Investors in the Fund should have a long-term investment perspective and be able to tolerate potentially sharp declines in value. An investment in the Fund is not a deposit in a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency, entity or person. Mutual funds, investment advisers, other market participants and many securities markets are subject to rules and regulations and the jurisdiction of one or more regulators. Changes to applicable rules and regulations could have an adverse affect on securities markets and market participants, as well as on the Funds ability to execute its investment strategy.
Performance
The following bar chart and table provide some indication of the risks of investing in the Fund by showing
changes in the Funds performance from year to year and
how the Funds average annual returns over time compare with those of two broad-based securities market indices. The
returns
in the bar chart
are
for Class
A
shares and
do
not reflect a sales charge. If the sales charge was reflected, the
returns
would be lower. Past performance (both before and after taxes) is no guarantee of future results. The Funds performance reflects the effects of expense reductions. Absent these reductions, performance would have been lower. Updated Fund performance information can be obtained by visiting www.eatonvance.com.
Eaton Vance Tax-Advantaged Bond Strategies Funds
9
Prospectus dated June 1, 2013
During the period from December 31, 2010 to December 31,
2012
, the highest quarterly total return for Class
A
was 3.
75
% for the quarter ended June 30, 2011, and the lowest quarterly return was
0.03
% for the quarter ended
December 31, 2012.
The year-to-date return through the end of the most recent calendar quarter (December 31,
2012
to March 31,
2013
) was 0.
25
%. For the 30 days ended January 31,
2013
, the SEC yield for Class A, Class C and Class I shares was 0.
42
%, -0.
31
% and 0.
68
%, respectively. For current yield information call 1-800-262-1122.
Average Annual Total Return as of December 31, 2012 |
|
One Year |
Life of Fund |
Class A Return Before Taxes |
|
2.65% |
7.04% |
Class A Return After Taxes on Distributions |
|
2.21% |
6.79% |
Class A Return After Taxes on Distributions and the Sale of Class A Shares |
|
2.09% |
6.08% |
Class C Return Before Taxes |
|
3.22% |
7.10% |
Class I Return Before Taxes |
|
5.33% |
8.20% |
|
|
|
|
Barclays
|
|
4.76% |
5.90% |
Barclays
|
|
4.20% |
6.14% |
These returns reflect the maximum sales charge for Class A (2.25%) and any applicable contingent deferred sales charge (CDSC) for Class C. Class A, Class C and Class I commenced operations on February 1, 2010. Investors cannot invest directly in an Index.
After-tax returns are calculated using the highest historical individual federal income tax rates and does not reflect the impact of state and local taxes. Actual after-tax returns depend on a shareholders tax situation and the actual characterization of distributions, and may differ from those shown. After-tax returns are not relevant to shareholders who hold shares in tax-deferred accounts or to shares held by non-taxable entities. After-tax returns for other Classes of shares will vary from the after-tax returns presented for Class
A
shares. Return After Taxes on Distributions for a period may be the same as Return Before Taxes for that period because no taxable distributions were made during that period. Also, Return After Taxes on distributions and Sale of Fund Shares for a period may be greater than or equal to Return After Taxes on Distributions for the same period because of losses realized on the sale of Fund shares.
Management
Investment Adviser. Eaton Vance Management (Eaton Vance).
Portfolio Managers
James H. Evans, Vice President of Eaton Vance and Lead Portfolio Manager, has managed the Fund since it commenced operations in 2010.
Brian C. Barney, Vice President of Eaton Vance, has co-managed the Fund since 2010.
Christopher J. Harshman, Vice President of Eaton Vance, has co-managed the Fund since 2010.
For important information about purchase and sale of shares, taxes and financial intermediary compensation, please turn to Important Information Regarding Fund Shares on page 16 of this Prospectus.
Eaton Vance Tax-Advantaged Bond Strategies Funds
10
Prospectus dated June 1, 2013
Eaton Vance Tax-Advantaged Bond Strategies Long Term Fund
Investment Objective
The Funds investment objective is to seek after-tax total return.
Fees and Expenses of the Fund
The following tables describe the fees and expenses that you may pay if you buy and hold shares. You may qualify for a reduced sales charge if you invest, or agree to invest over a 13-month period, at least $50,000 in Eaton Vance Funds. More information about these and other discounts is available from your financial intermediary and in Sales Charges beginning on page 23 of this Prospectus and page
20
of the Funds Statement of Additional Information.
Shareholder Fees (fees paid directly from your investment) |
Class A |
Class C |
Class I |
Maximum Sales Charge (Load) (as a percentage of offering price) |
4.75% |
None |
None |
Maximum Deferred Sales Charge (Load) (as a percentage of the lower of net asset value at purchase or redemption) |
None |
1.00% |
None |
Annual Fund Operating Expenses (expenses you pay each year as a percentage of the value of your investment) |
Class A |
Class C |
Class I |
Management Fees |
0.60% |
0.60% |
0.60% |
Distribution and Service (12b-1) Fees |
0.25% |
1.00% |
n/a |
Other Expenses |
0.46 % |
0.47 % |
0.45 % |
Total Annual Fund Operating Expenses |
1.31% |
2.07% |
1.05% |
Expense Reimbursement (1) |
(0.36) % |
(0.37) % |
(0.35) % |
Total Annual Fund Operating Expenses After Expense Reimbursement |
0.95% |
1.70% |
0.70% |
(1)
The investment adviser and administrator have agreed to reimburse the Funds expenses to the extent that Total Annual Fund Operating Expenses exceed 0.95% for Class A shares, 1.70% for Class C shares and 0.70% for Class I shares. This expense reimbursement will continue through May 31,
2014
. Any amendment to or a termination of this reimbursement would require written approval of the Board of Trustees. The expense reimbursement relates to ordinary operating expenses only and does not include expenses such as: brokerage commissions, acquired fund fees and expenses, interest expense, taxes or litigation expenses. Amounts reimbursed may be recouped by the investment adviser and administrator during the Funds current fiscal year to the extent actual expenses are less than the contractual expense cap during such year.
Example. This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
|
Expenses with Redemption |
Expenses without Redemption |
||||||
|
1 Year |
3 Years |
5 Years |
10 Years |
1 Year |
3 Years |
5 Years |
10 Years |
Class A shares |
$ 567 |
$ 837 |
$ 1,126 |
$ 1,949 |
$ 567 |
$ 837 |
$ 1,126 |
$ 1,949 |
Class C shares |
$ 273 |
$ 613 |
$ 1,080 |
$ 2,371 |
$ 173 |
$ 613 |
$ 1,080 |
$ 2,371 |
Class I shares |
$ 72 |
$ 299 |
$ 545 |
$ 1,251 |
$ 72 |
$ 299 |
$ 545 |
$ 1,251 |
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over the portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the Example, affect the Funds performance. During the most recent fiscal year, the Fund's portfolio turnover rate was
211
% of the average value of its portfolio.
Principal Investment Strategies
Under normal market conditions, the Fund invests at least 80% of its net assets in a diversified portfolio of municipal obligations that are exempt from regular federal income tax (Municipal Securities), municipal obligations that are not exempt from regular federal income tax (Taxable Municipal Securities), direct obligations of the U.S. Treasury (Treasury Securities) and/or obligations of U.S. Government agencies, instrumentalities and government-sponsored enterprises (Agency Securities) (the 80% Policy). Taxable Municipal Securities include obligations issued pursuant to the American Recovery and Reinvestment
Eaton Vance Tax-Advantaged Bond Strategies Funds
11
Prospectus dated June 1, 2013
Act of 2009 (the Act) or other legislation providing for the issuance of taxable municipal debt on which the issuer receives federal support (any bonds so issued are considered Build America Bonds). When investing in Build America Bonds the Fund expects to invest in direct pay Build America Bonds and principal only strips of tax credit Build America Bonds. Provisions of the Act relevant to the issuance of Build America Bonds expired on December 31, 2010 and, as such, issuance has ceased. The Fund normally invests in Municipal Securities and Taxable Municipal Securities rated in the two highest rating categories (which are those rated AA or higher by Standard & Poors Ratings
Services
(S&P) or Fitch Ratings (Fitch) or Aa or higher by Moodys Investors Service, Inc. (Moodys)) or, if unrated, determined by the investment adviser to be of comparable quality at the time of purchase, but may also invest up to 30% of its net assets in Municipal Securities or Taxable Municipal Securities rated A at the time of purchase by S&P, Fitch or Moodys or, if unrated, determined by the investment adviser to be of comparable quality. The Fund may continue to hold securities that are downgraded (including bonds downgraded to below investment grade credit quality (junk bonds)) if the investment adviser believes it would be advantageous to do so. The Fund will not invest in a Municipal Security the interest on which the Funds investment adviser believes is subject to the federal alternative minimum tax. For its investment in Municipal Securities, the Fund invests primarily in general obligation or revenue bonds. The Fund currently targets an average portfolio duration of approximately 7-10 years and an average weighted portfolio maturity of over 8 years, but may invest in securities of any maturity or duration, and may in the future alter its maturity or duration target range. The Fund may use various techniques to shorten or lengthen its dollar weighted average portfolio duration, including the acquisition of municipal obligations at a premium or discount. The Fund may also invest in cash and cash equivalents.
In implementing the Funds investment strategy, the portfolio managers will identify certain benchmark ratios that the managers believe represent efficient pricing of Municipal Securities in relation to Taxable Municipal, Treasury and Agency Securities with similar durations. Such ratios are primarily a function of the respective yields of Municipal, Taxable Municipal, Treasury and Agency Securities. When the prices of Municipal Securities deviate from such benchmark ratios, the portfolio managers may deem such securities to be overvalued or undervalued in relation to Taxable Municipal, Treasury and Agency Securities, depending on the nature of the price deviation, and may adjust the Funds asset mix among Municipal, Taxable Municipal, Treasury and Agency Securities as deemed consistent with the Funds investment objective. The Funds Municipal/Taxable Municipal/Treasury/Agency cross-over strategy is primarily quantitatively driven and generally will be implemented when pricing ratios so dictate, subject to market conditions and the ability to execute transactions in sufficient volume and at desired prices. Execution of the cross-over strategy may be affected if it is anticipated that there will be changes in tax rates or regulations governing Municipal Securities such that a change in relative yield relationships is likely, thereby causing a change in benchmark trading ratios. Allocation decisions will generally be influenced by a tax requirement that at least 50% of the Funds total assets be invested in Municipal Securities as of the end of each fiscal quarter in order to pass tax-exempt income to Fund shareholders. The portfolio managers generally will seek to enhance after-tax total return by actively engaging in relative value trading within the portfolio to take advantage of price appreciation opportunities in the markets for Municipal, Taxable Municipal, Treasury and Agency Securities.
The investment advisers process for selecting Municipal Securities for purchase and sale generally includes consideration of the creditworthiness of the issuer or person obligated to repay the obligation. In evaluating creditworthiness, the investment adviser considers ratings assigned by rating agencies and generally performs additional credit and investment analysis.
Principal Risks
Municipal Bond Risk. The amount of public information available about municipal bonds is generally less than for corporate equities or bonds, meaning that the investment performance of municipal bond investments may be more dependent on the analytical abilities of the investment adviser than stock or corporate bond investments. The secondary market for municipal bonds also tends to be less well-developed and less liquid than many other securities markets, which may limit an owners ability to sell its bonds at attractive prices. The spread between the price at which an obligation can be purchased and the price at which it can be sold may widen during periods of market distress. Less liquid obligations can become more difficult to value and be subject to erratic price movements. The increased presence of non-traditional participants or the absence of traditional participants in the municipal markets may lead to greater volatility in the markets.
Debt Market Risk. Economic and other events (whether real or perceived) can reduce the demand for investments held by the Fund, which may reduce their market prices and cause the value of Fund shares to fall. The frequency and magnitude of such changes cannot be predicted. Certain securities and other investments held by the Fund can experience downturns in trading activity and, at such times, the supply of such instruments in the market may exceed the demand. At other times, the demand for such instruments may exceed the supply in the market. An imbalance in supply and demand in the market may result in valuation uncertainties and greater volatility, less liquidity, wider trading spreads and a lack of price transparency in the market. No active trading market may exist for certain investments, which may impair the ability of the Fund to sell or to realize the full value of such investments in the event of the need to liquidate such assets. Adverse market conditions may impair the liquidity of some actively traded investments.
Eaton Vance Tax-Advantaged Bond Strategies Funds
12
Prospectus dated June 1, 2013
Risk of U.S. Government-Sponsored Agencies. Although certain U.S. Government-sponsored agencies (such as the Federal Home Loan Mortgage Corporation and the Federal National Mortgage Association) may be chartered or sponsored by acts of Congress, their securities are neither issued nor guaranteed by the U.S. Treasury.
Interest Rate Risk. As interest rates rise, the value of Fund shares is likely to decline. Conversely, when interest rates decline, the value of Fund shares is likely to rise. Obligations with longer maturities generally offer higher yields, but involve greater risk because the prices of such obligations are more sensitive to changes in interest rates than obligations with shorter maturities. In a declining interest rate environment, prepayments of obligations may increase if the issuer has the ability to pre-pay or call the obligation. In such circumstances, the Fund may have to reinvest the prepayment proceeds at lower yields.
Credit Risk. Changes in economic conditions or other circumstances may reduce the capacity of issuers of fixed income securities to make principal and interest payments and may lead to defaults. Such defaults may reduce the value of Fund shares and income distributions. The value of a fixed income security also may decline because of real or perceived concerns about the issuers ability to make principal and interest payments. In addition, the credit rating of securities held by the Fund may be lowered if an issuers financial condition changes. Municipal obligations may be insured as to principal and interest payments. If the claims-paying ability or other rating of the insurer is downgraded by a rating agency, the value of such obligations may be negatively affected. In the case of an insured bond, the bonds rating will be deemed to be the higher of the rating assigned to the bonds issuer or the insurer.
Risk Associated with Limited Issuance. Under the Act the ability of municipalities to issue Build America Bonds expired on December 31, 2010 and there can be no certainty as to whether future legislation will be enacted that would again permit such issuance. Since the enactment of the Act, approximately $180 billion in Build America Bonds has been issued by municipalities. Given the limited issuance of Build America Bonds, they may not be actively traded. In addition, illiquidity may negatively affect the value of the bonds.
Risks of Principal Only Investments. Principal only investments entitle the holder to receive par value of such investment if held to maturity. The values of principal only investments are subject to greater fluctuation in response to changes in market interest rates than bonds which pay interest currently. The Fund will accrue income on these investments and is required to distribute that income each year. The Fund may be required to sell securities to obtain cash needed for such income distributions.
Tax Risk. Income from tax-exempt municipal obligations could be declared taxable because of unfavorable changes in tax laws, adverse interpretations by the Internal Revenue Service or non-compliant conduct of a bond issuer.
Risks Associated with Quantitative Management. The Fund relies on its investment adviser to achieve its investment objective. The investment adviser uses quantitative investment techniques and analyses in making investment decisions for the Fund, but there can be no assurance that these will achieve the desired results. The Fund's strategy is highly dependent on quantitatively-based pricing theories and valuation models that generally have not been independently tested or otherwise reviewed.
General Fund Investing Risks. The Fund is not a complete investment program and you may lose money by investing in the Fund. All investments carry a certain amount of risk and there is no guarantee that the Fund will be able to achieve its investment objective. Annual Fund Operating Expenses expressed as a percentage of the Funds average daily net assets may change as Fund assets increase and decrease, and Annual Fund Operating Expenses may differ in the future. Purchase and redemption activities by Fund shareholders may impact the management of the Fund and its ability to achieve its investment objective. In addition, the redemption by one or more large shareholders or groups of shareholders of their holdings in the Fund could have an adverse impact on the remaining shareholders in the Fund. Investors in the Fund should have a long-term investment perspective and be able to tolerate potentially sharp declines in value. An investment in the Fund is not a deposit in a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency, entity or person. Mutual funds, investment advisers, other market participants and many securities markets are subject to rules and regulations and the jurisdiction of one or more regulators. Changes to applicable rules and regulations could have an adverse affect on securities markets and market participants, as well as on the Funds ability to execute its investment strategy.
Performance
The following bar chart and table provide some indication of the risks of investing in the Fund by showing
changes in the Funds performance from year to year and
how the Funds average annual returns over time compare with those of two broad-based securities market indices. The
returns
in the bar chart
are
for Class
A
shares and
do
not reflect a sales charge. If the sales charge was reflected, the
returns
would be lower. Past performance (both before and after taxes) is no guarantee of future results. The Funds performance reflects the effects of expense reductions. Absent these reductions, performance would have been lower. Updated Fund performance information can be obtained by visiting www.eatonvance.com.
Eaton Vance Tax-Advantaged Bond Strategies Funds
13
Prospectus dated June 1, 2013
During the period from December 31, 2010 to December 31,
2012
, the highest quarterly total return for Class
A
was
5.01
% for the quarter ended September 30, 2011, and the lowest quarterly return was
0.43
% for the quarter ended
December
31,
2012
. The year-to-date return through the end of the most recent calendar quarter (December 31,
2012
to March 31,
2013
) was
0.24
%. For the 30 days ended January 31,
2013
, the SEC yield for Class A, Class C and Class I shares was 1.
09%,
0.
34
% and 1.
40
%, respectively. For current yield information call 1-800-262-1122.
Average Annual Total Return as of December 31, 2012 |
|
One Year |
Life of Fund |
Class A Return Before Taxes |
|
5.48% |
8.71% |
Class A Return After Taxes on Distributions |
|
3.36% |
7.61% |
Class A Return After Taxes on Distributions and the Sale of Class A Shares |
|
4.20% |
7.14% |
Class C Return Before Taxes |
|
8.96% |
9.73% |
Class I Return Before Taxes |
|
11.02% |
10.81% |
|
|
|
|
Barclays
|
|
9.53% |
8.15% |
Barclays
|
|
8.48% |
7.77% |
These returns reflect the maximum sales charge for Class A (4.75%) and any applicable contingent deferred sales charge (CDSC) for Class C. Class A, Class C and Class I commenced operations on February 1, 2010. Investors cannot invest directly in an Index.
After-tax returns are calculated using the highest historical individual federal income tax rates and does not reflect the impact of state and local taxes. Actual after-tax returns depend on a shareholders tax situation and the actual characterization of distributions, and may differ from those shown. After-tax returns are not relevant to shareholders who hold shares in tax-deferred accounts or to shares held by non-taxable entities. After-tax returns for other Classes of shares will vary from the after-tax returns presented for Class
A
shares. Return After Taxes on Distributions for a period may be the same as Return Before Taxes for that period because no taxable distributions were made during that period. Also, Return After Taxes on distributions and Sale of Fund Shares for a period may be greater than or equal to Return After Taxes on Distributions for the same period because of losses realized on the sale of Fund shares.
Management
Investment Adviser. Eaton Vance Management (Eaton Vance).
Portfolio Managers
James H. Evans, Vice President of Eaton Vance and Lead Portfolio Manager, has managed the Fund since it commenced operations in 2010.
Brian C. Barney, Vice President of Eaton Vance, has co-managed the Fund since 2012.
Christopher J. Harshman, Vice President of Eaton Vance, has co-managed the Fund since 2010.
For important information about purchase and sale of shares, taxes and financial intermediary compensation, please turn to Important Information Regarding Fund Shares on page 16 of this Prospectus.
Eaton Vance Tax-Advantaged Bond Strategies Funds
14
Prospectus dated June 1, 2013
Important Information Regarding Fund Shares
Purchase and Sale of Fund Shares
You may purchase, redeem or exchange Fund shares on any business day, which is any day the New York Stock Exchange is open for business. You may purchase, redeem or exchange Fund shares either through your financial intermediary or directly from the Fund either by writing to
the Fund
, P.O. Box 9653, Providence, RI 02940-9653, or by calling 1-800-262-1122. The minimum initial purchase or exchange into a Fund is $1,000 for each Class (with the exception of Class I) and $250,000 for Class I (waived in certain circumstances). There is no minimum for subsequent investments.
A substantial portion of the Funds distributions from net investment income are expected to be exempt from federal income taxes. However, the Fund may also distribute taxable income to the extent that it invests in Taxable Municipal, Treasury or Agency Securities. Distributions of any net realized gains are expected to be taxed as ordinary income and/or capital gains.
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase Fund shares through a broker-dealer or other financial intermediary (such as a bank) (collectively, financial intermediaries), a Fund, its principal underwriter and its affiliates may pay the financial intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the financial intermediary and your salesperson to recommend a Fund over another investment. Ask your salesperson or visit your financial intermediarys website for more information.
Eaton Vance Tax-Advantaged Bond Strategies Funds
15
Prospectus dated June 1, 2013
Investment Objectives & Principal Policies and Risks
Each Fund is permitted to engage in the following investment practices to the extent set forth in Fund Summaries above. References to the Fund below are to each Fund, as applicable.
A statement of the investment objective and principal investment policies and risks of the Fund is set forth above in Fund Summaries. Set forth below is additional information about such policies and risks of the Fund described in Fund Summaries above. Information also is included about other types of investments and practices that the Fund may engage in from time to time.
Municipal Obligations. Municipal obligations include bonds, notes and commercial paper issued by a municipality, a group of municipalities or participants in qualified issues of municipal debt for a wide variety of both public and private purposes. General obligation bonds issued by municipalities can be adversely affected by economic downturns and the resulting decline in tax revenues, pension funding risk, other post-employment benefit risk, budget imbalances, taxing ability risk, lack of political willpower and federal funding risk, among others. Revenue bonds are payable only from the revenues derived from a particular facility or class of facilities or, in some cases, from the proceeds of a special excise tax or other specific revenue source such as payments from the user of the facility being financed and can be adversely affected by the negative economic viability of the facility or revenue source. Municipal obligations also include municipal leases and participations in municipal leases. An issuers obligation under such leases is often subject to the appropriation by a legislative body, on an annual or other basis, of funds for the payment of the obligations.
Certain municipal obligations may be purchased on a when-issued basis, which means that payment and delivery occur on a future settlement date. The price and yield of such securities are generally fixed on the date of commitment to purchase. The values of zero coupon bonds and principal only strips are subject to greater fluctuation in response to changes in market interest rates than bonds that pay interest currently. The Fund accrues income on these investments and is required to distribute that income each year. The Fund may be required to sell securities to obtain cash needed for income distributions.
U.S. Treasury and Government Agency Securities. U.S. Treasury securities ( “ Treasury Securities ” ) include U.S. Treasury obligations that differ in their interest rates, maturities and times of issuance. Agency Securities include obligations issued or guaranteed by U.S. Government agencies or instrumentalities and government-sponsored enterprises. Agency Securities may be guaranteed by the U.S. Government or they may be backed by the right of the issuer to borrow from the U.S. Treasury, the discretionary authority of the U.S. Government to purchase the obligations, or the credit of the agency or instrumentality. While U.S. Government agencies may be chartered or sponsored by Acts of Congress, their securities are not issued and may not be guaranteed by the U.S. Treasury. To the extent that the Fund invests in securities of government-sponsored enterprises, the Fund will be subject to the risks unique to such entities. Government-sponsored enterprises, such as the Federal Home Loan Mortgage Corporation (Freddie Mac), the Federal National Mortgage Association (Fannie Mae), the Federal Home Loan Banks (FHLBs), the Private Export Funding Corporation (PEFCO), the Federal Deposit Insurance Corporation (FDIC), the Federal Farm Credit Banks (FFCB) and the Tennessee Valley Authority (TVA), although chartered or sponsored by Congress, are not funded by congressional appropriations and the debt and mortgage-backed securities issued by them are neither guaranteed nor issued by the U.S. Government. The U.S. Government has provided financial support to Fannie Mae and Freddie Mac in the past, but there can be no assurance that it will support these or other government-sponsored enterprises in the future. Treasury Securities and Agency Securities also include any security or agreement collateralized or otherwise secured by Treasury Securities or Agency Securities, respectively. As a result of their high credit quality and market liquidity, U.S. Government securities generally provide a lower current return than obligations of other issuers.
Build America Bonds. Build America Bonds are taxable municipal obligations issued pursuant to the American Recovery and Reimbursement Act of 2009 (the Act) or other legislation providing for the issuance of taxable municipal debt on which the issuer receives federal support. Enacted in February 2009, the Act authorizes state and local governments to issue taxable bonds on which, assuming certain specified conditions are satisfied, issuers may either (i) receive reimbursement from the U.S. Treasury with respect to its interest payments on the bonds (direct pay Build America Bonds) or (ii) provide tax credits to investors in the bonds (tax credit Build America Bonds). Unlike most other municipal obligations, interest received on Build America Bonds is subject to federal income tax and may be subject to state income tax. Under the terms of the Act, issuers of direct pay Build America Bonds are entitled to receive reimbursement from the U.S. Treasury currently equal to 35% (or 45% in the case of Recovery Zone Economic Development Bonds) of the interest paid. Holders of tax credit Build America Bonds can receive a federal tax credit currently equal to 35% of the coupon interest received. The Fund may invest in principal only strips of tax credit Build America Bonds, which entitle the holder to receive par value of such bonds if held to maturity. The Fund does not expect to receive (or pass through to shareholders) tax credits as a result of its investments. The federal interest subsidy or tax credit continues for the life of the bonds.
Eaton Vance Tax-Advantaged Bond Strategies Funds
16
Prospectus dated June 1, 2013
Build America Bonds are an alternative form of financing to state and local governments whose primary means for accessing the capital markets has been through issuance of tax-free municipal bonds. Build America Bonds can appeal to a broader array of investors than the high income U.S. taxpayers that have traditionally provided the market for municipal bonds. Build America Bonds may provide a lower net cost of funds to issuers. Pursuant to the Act, the issuance of Build America Bonds ceased on December 31, 2010. As a result, the availability of such bonds is limited and the market for the bonds and/or their liquidity may be affected.
Credit Quality.
Rating agencies are private services that provide ratings of the credit quality of certain fixed income securities. In evaluating creditworthiness, the investment adviser considers ratings assigned by rating agencies and generally performs additional credit and investment analysis. Credit ratings issued by rating agencies are based on a number of factors including, but not limited to, the issuers financial condition and the rating agencys credit analysis, if applicable, at the time of rating. The ratings assigned are not absolute standards of credit quality and do not evaluate market risks or necessarily reflect the issuers current financial condition. An issuers current financial condition may be better or worse than the current rating indicates. A credit rating may have a modifier (such as plus, minus or a numerical modifier) to denote its relative status within the rating. The presence of a modifier does not change the
security
credit rating (for example, BBB- and Baa3 are within the investment grade rating) for purposes of
the Funds
investment limitations. If a security is rated
differently
by
rating agencies, the higher rating will be used for any Fund rating restrictions.
Duration. Duration measures the time-weighted expected cash flows of a fixed-income security, which can determine its sensitivity to changes in the general level of interest rates. Securities with longer durations tend to be more sensitive to interest rate changes than securities with shorter durations. A mutual fund with a longer dollar-weighted average duration can be expected to be more sensitive to interest rate changes than a fund with a shorter dollar-weighted average duration. Duration differs from maturity in that it considers a securitys coupon payments in addition to the amount of time until the security matures. Various techniques may be used to shorten or lengthen Fund duration. As the value of a security changes over time, so will its duration.
Lower Rated Securities. Investments in obligations rated below investment grade and comparable unrated securities (junk bonds) have speculative characteristics because of the credit risk associated with their issuers. Changes in economic conditions or other circumstances typically have a greater effect on the ability of issuers of lower rated investments to make principal and interest payments than they do on issuers of higher rated investments. An economic downturn generally leads to a higher non-payment rate, and a lower rated investment may lose significant value before a default occurs. Lower rated investments generally are subject to greater price volatility and illiquidity than higher rated investments.
Illiquid Securities. The Fund may not invest more than 15% of its net assets in illiquid securities, which may be difficult to value properly and may involve greater risks than liquid securities. Illiquid securities include those legally restricted as to resale (such as those issued in private placements), and may include securities eligible for resale pursuant to Rule 144A thereunder. Certain Section 4(2) and Rule 144A securities may be treated as liquid securities if the investment adviser determines that such treatment is warranted. Even if determined to be liquid, holdings of these securities may increase the level of Fund illiquidity if eligible buyers become uninterested in purchasing them.
When-issued Securities. The Fund may purchase securities on a forward commitment or when-issued basis (meaning securities are purchased or sold with payment and delivery taking place in the future) in order to secure what is considered to be an advantageous price and yield at the time of entering into the transaction. However, the yield on a comparable security when the transaction is consummated may vary from the yield on the security at the time that the forward commitment or when-issued transaction was made. From the time of entering into the transaction until delivery and payment is made at a later date, the securities that are the subject of the transaction are subject to market fluctuations. In forward commitment or when-issued transactions, if the seller or buyer, as the case may be, fails to consummate the transaction the counterparty may miss the opportunity of obtaining a price or yield considered to be advantageous. Forward commitment or when-issued transactions may occur a month or more before delivery is due. However, no payment or delivery is made until payment is received or delivery is made from the other party to the transaction. Forward commitment or when-issued transactions are not entered into by the Fund for the purpose of investment leverage.
Securities Lending. The Fund may seek to earn income by lending portfolio securities to broker-dealers or other institutional borrowers. As with other extensions of credit, there are risks of delay in recovery or even loss of rights in the securities loaned if the borrower of the securities fails financially. Loans will only be made to firms that have been approved by the investment adviser and the investment adviser or the securities lending agent will periodically monitor the financial condition of such organizations while any loans are outstanding. In addition, loans will only be made when the investment adviser believes the expected returns, net of expenses, justify the attendant risk. Securities loans currently are required to be secured continuously by collateral in cash, cash equivalents (such as money market instruments) or other liquid securities held by the custodian and maintained in an amount at least equal to the market value of the securities loaned. The Fund may lend up to one-third of the value of its total assets (including borrowings) or such other amount as is permitted under relevant law.
Eaton Vance Tax-Advantaged Bond Strategies Funds
17
Prospectus dated June 1, 2013
Borrowing. The Fund is authorized to borrow in accordance with applicable regulations, but currently intends to borrow only for temporary purposes (such as to satisfy redemption requests, to remain fully invested in anticipation of expected cash inflows and to settle transactions). The Fund will not purchase additional investment securities while outstanding borrowings exceed 5% of the value of its total assets.
Cash and Cash Equivalents. The Fund may invest in cash or cash equivalents, including high quality short-term instruments or an affiliated investment company that invests in such instruments.
Portfolio Turnover.
The annual portfolio turnover rate of the Fund may exceed 100%. A mutual fund with a high turnover rate (100% or more) may generate more capital gains and may involve greater expenses (which may reduce return) than a fund with a lower rate. Capital gains distributions (which reduce the after-tax returns of shareholders holding Fund shares in taxable accounts) will be made to shareholders if offsetting capital loss
carry forwards
do not exist.
General
.
Unless otherwise stated, the Fund's investment objective and certain other policies may be changed without shareholder approval. During unusual market conditions, the Fund may invest up to 100% of its assets in cash or cash equivalents temporarily, which may be inconsistent with its investment objective(s) and other policies. The Fund might not use all of the strategies and techniques or invest in all of the types of securities described in this Prospectus or the Statement of Additional Information. While at times the Fund may use alternative investment strategies in an effort to limit its losses, it may choose not to do so.
The Funds 80% Policy will not be changed unless shareholders are given at least 60 days' advance written notice of the change and, for the purpose of such policy, net assets include any assets purchased with borrowings for investment purposes.
Each Fund's investment policies include a provision allowing
the
Fund to invest (i) all of its investable assets in an open-end management investment company with substantially the same investment objective, policies and restrictions as
the
Fund; or (ii) in more than one open-end management investment company sponsored by Eaton Vance or its affiliates, provided any such companies have investment objectives, policies and restrictions that are consistent with those of
the
Fund. Any such company or companies would be advised by the Funds investment adviser (or an affiliate) and the Fund would not pay directly any advisory fee with respect to the assets so invested. Each Fund may initiate investments in one or more such investment companies at any time without shareholder approval.
Management and Organization
Management.
Each Fund
’
s investment adviser is Eaton Vance Management (
“
Eaton Vance
”
), with offices at Two International Place Boston, MA 02110. Eaton Vance has been managing assets since 1924 and managing mutual funds since 1931. Eaton Vance and its affiliates currently manage over $
245
billion on behalf of mutual funds, institutional clients and individuals.
The investment adviser manages the investments of each Fund and provides administrative services and related office facilities. Under its investment advisory and administrative agreement with each Fund, Eaton Vance receives an annual fee for its services as follows:
Short Term Fund
|
Annual Fee Rate |
Up to $500 million |
0.55% |
$500 million up to $1 billion |
0.54% |
$1 billion up to $2 billion |
0.53% |
$2 billion up to $5 billion |
0.51% |
$5 billion and over |
0.50% |
For the fiscal year ended January 31,
2013
, the effective annual rate of the advisory fee paid to Eaton Vance, based on average daily net assets of the Fund was 0.
54
% for Short Term Fund.
Eaton Vance Tax-Advantaged Bond Strategies Funds
18
Prospectus dated June 1, 2013
For the fiscal year ended January 31,
2013
, the effective annual rate of the advisory fee paid to Eaton Vance, based on average daily net assets of each Fund was 0.60% for Intermediate Term Fund and 0.60% for Long Term Fund.
Each Fund is managed by a team of portfolio managers led by James H. Evans. Mr. Evans has served as a portfolio manager of the Short Term Fund since operations commenced in 2009 and as a portfolio manager of the Intermediate Term and Long Term Funds since each Fund commenced operations in 2010. He is a Vice President of Eaton Vance. Prior to joining Eaton Vance in 2008, Mr. Evans was a Senior Vice President and Senior Portfolio Manager at M.D. Sass Tax Advantaged Bond Strategies, L.L.C. (M.D. Sass) and managed the Predecessor Account.
Brian C. Barney and Brian D. Clouser are the members of the Short Term Fund management team. Both are Vice Presidents of Eaton Vance and have been managing the Fund since June 2010. Prior to joining Eaton Vance in 2008, Mr. Barney and Mr. Clouser were each a Vice President and portfolio manager with M.D. Sass. Mr. Barney was employed at M.D. Sass from 2001-2008 and Mr. Clouser was employed from 2006-2008.
Brian C. Barney and Christopher J. Harshman are the members of the Intermediate Term Fund and have been members of the Fund team since 2010. Mr. Barney and Mr. Harshman are also members of the Long-Term Fund management team. Mr. Barney joined the Long Term Fund team in 2012, while Mr. Harshman has been a member of the team since 2010. For information on Mr. Barney, please see above. Mr. Harshman is a Vice President of Eaton Vance. Prior to joining Eaton Vance in 2009 he was a Vice President and Senior Trader at Wachovia Bank, N.A. from 2004-2009.
The Funds semiannual shareholder reports will provide information regarding the basis for the Trustees approval of the Funds investment advisory agreements.
The Statement of Additional Information provides additional information about each portfolio managers compensation, other accounts managed by each portfolio manager, and each portfolio managers ownership of Fund shares with respect to which that portfolio manager has management responsibilities.
Eaton Vance also serves as the sub-transfer agent for each Fund. For the sub-transfer agency services it provides, Eaton Vance receives an aggregate fee based upon the actual expenses it incurs for its sub-transfer agency services. This fee is paid to Eaton Vance by a Fund
’
s transfer agent from the fees the transfer agent receives from the
funds sponsored by the
Eaton Vance
organization
.
Organization. Each Fund is a series of Eaton Vance Municipals Trust II, a Massachusetts business trust. Each Fund offers multiple classes of shares. Each Class represents a pro rata interest in a Fund but is subject to different expenses and rights. The Funds do not hold annual shareholder meetings but may hold special meetings for matters that require shareholder approval (such as electing or removing trustees, approving management or advisory contracts or changing investment policies that may only be changed with shareholder approval).
Because the Funds use this combined Prospectus, a Fund could be held liable for a misstatement or omission made about another Fund.
Valuing Shares
Each Fund values its shares once each day only when the New York Stock Exchange (the Exchange) is open for trading (typically Monday through Friday), as of the close of regular trading on the Exchange (normally 4:00 p.m. eastern time
).
The purchase price of Fund shares is their net asset value (plus a sales charge for Class A shares), which is derived from the value of Fund holdings. When purchasing or redeeming Fund shares through a financial intermediary, your financial intermediary must receive your order by the close of regular trading on the Exchange in order for the purchase price or the redemption price to be based on that days net asset value per share. It is the financial intermediarys responsibility to transmit orders promptly. Each Fund may accept purchase and redemption orders as of the time of their receipt by certain financial intermediaries (or their designated intermediaries).
The Trustees have adopted procedures for valuing investments and have delegated to the investment adviser the daily valuation of such investments. Municipal obligations owned by the Funds are normally valued on the basis of valuations furnished by a pricing service, which may use matrix pricing and valuation models to derive values. The pricing service considers various factors relating to bonds and market transactions to determine value. It is possible that the value realized on the sale of a security may be different from the value previously determined for a particular security. Financial futures contracts are valued at the closing settlement price established by the board of trade or exchange on which they are traded. In certain situations, the investment adviser may use the fair value of a security if market prices are unavailable or deemed unreliable. A security that is fair valued may be valued at a price higher or lower than actual market quotations or the value determined by other funds using their own fair valuation procedures. The investment adviser expects to use fair value pricing for municipal obligations under limited circumstances, such as when an obligation is not priced by the pricing service or is in default. Eaton Vance has established a Valuation Committee that oversees the valuation of investments.
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Prospectus dated June 1, 2013
Purchasing Shares
You may purchase shares through your financial intermediary or by mailing an account application form to the transfer agent (see back cover for address). Purchase orders will be executed at the net asset value (plus any applicable sales charge) next determined after their receipt in proper form (meaning that they are complete and contain all necessary information) by a Funds transfer agent. A Funds transfer agent or your financial intermediary must receive your purchase in proper form no later than the close of regular trading on the Exchange (normally 4:00 p.m. eastern time) for your purchase to be effected at that days net asset value. If you purchase shares through a financial intermediary, that intermediary may charge you a fee for executing the purchase for you.
Each Fund may suspend the sale of its shares at any time and any purchase order may be refused for any reason. The Eaton Vance funds do not accept investments from residents of the European Union or Switzerland. The funds also do not accept investments from other non-U.S. residents, provided that a fund may accept investments from certain non-U.S. investors at the discretion of the principal underwriter. The Funds do not issue share certificates.
Class A and Class C Shares
Your initial investment must be at least $1,000. After your initial investment, additional investments may be made in any amount at any time by sending a check payable to the order of the Fund or the transfer agent directly to the transfer agent (see back cover for address). Please include your name and account number and the name of the Fund and Class of shares with each investment. You also may make additional investments by accessing your account via the Eaton Vance website at www.eatonvance.com. Purchases made through the Internet from a pre-designated bank account will have a trade date that is the first business day after the purchase is requested
(provided the request is submitted no later than the close of regular trading on the Exchange).
For more information about purchasing shares through the Internet, please call 1-800-262-1122
Monday through Friday, 8:30 a.m. to 5:30 p.m. (eastern time).
You may make automatic investments of $50 or more each month or each quarter from your bank account. You can establish bank automated investing on the account application or by providing written instructions. Please call 1-800-262-1122 Monday through Friday, 8:
30
a.m. to
5:30
p.m. (eastern time) for further information. The minimum initial investment amount and Fund policy of redeeming accounts with low account balances are waived for bank automated investing accounts (other than for Class I), certain group purchase plans (including
tax-deferred retirement and other pension plans and
proprietary fee-based programs sponsored by financial intermediaries) and for persons affiliated with Eaton Vance, its affiliates and certain Fund service providers (as described in the Statement of Additional Information).
Class I Shares
Class I shares are offered to clients of financial intermediaries who (i) charge such clients an ongoing fee for advisory, investment, consulting or similar services, or (ii) have entered into an agreement with the principal underwriter to offer Class I shares through a no-load network or platform. Such clients may include individuals, corporations, endowments, foundations and qualified plans (including tax-deferred retirement plans and profit sharing plans). Class I shares also are offered to investment and institutional clients of Eaton Vance and its affiliates and certain persons affiliated with Eaton Vance and certain Fund service providers. Your initial investment must be at least $250,000. Subsequent investments of any amount may be made at any time, including through automatic investment each month or quarter from your bank account. You may make automatic investments of $50 or more each month or each quarter from your bank account. You can establish bank automated investing on the account application or by providing written instructions. Please call 1-800-262-1122 Monday through Friday, 8:
30
a.m. to
5:30
p.m. (eastern time) for further information.
The minimum initial investment is waived for persons affiliated with Eaton Vance, its affiliates and certain Fund service providers (as described in the Statement of Additional Information). The
minimum
initial
investment also is waived for
permitted exchanges,
individual accounts of a financial intermediary that charges an ongoing fee for its services or offers Class I shares through a no-load network or platform (in each case, as described above), provided the aggregate value of such accounts invested in Class I shares is at least $250,000 (or is anticipated by the principal underwriter to reach $250,000) and for corporations, endowments, foundations and qualified plans with assets of at least $100 million.
Class I shares may be purchased through a financial intermediary or by requesting your bank to transmit immediately available funds (Federal Funds) by wire. To make an initial investment by wire, you must complete an account application and telephone Eaton Vance Shareholder Services at 1-800-262-1122 to be assigned an account number. You may request an account application by calling 1-800-262-1122 Monday through Friday, 8:
30
a.m. to
5:30
p.m. (eastern time). Shareholder Services must be advised by telephone of each additional investment by wire.
Restrictions on Excessive Trading and Market Timing. The Funds are not intended for excessive trading or market timing. Market timers seek to profit by rapidly switching money into a fund when they expect the share price of the fund to rise and taking money out of the fund when they expect those prices to fall. By realizing profits through short-term trading, shareholders
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Prospectus dated June 1, 2013
that engage in rapid purchases and sales
(including
exchanges
, if permitted)
of a funds shares may dilute the value of shares held by long-term shareholders. Volatility resulting from excessive purchases and sales
of fund shares, especially involving large dollar amounts, may disrupt efficient portfolio management. In particular, excessive purchases and sales
of a funds shares may cause a fund to have difficulty implementing its investment strategies, may force the fund to sell portfolio securities at inopportune times to raise cash or may cause increased expenses (such as increased brokerage costs, realization of taxable capital gains without attaining any investment advantage or increased administrative costs).
A fund that invests in securities that are, among other things, thinly traded, traded infrequently or relatively illiquid (including certain Municipal Securities, or other securities not priced by a pricing service) is susceptible to the risk that the current market price for such securities may not accurately reflect current market values. A shareholder may seek to engage in short-term trading to take advantage of these pricing differences (commonly referred to as price arbitrage). The investment adviser is authorized to use the fair value of a security if prices are unavailable or are deemed unreliable (see Valuing Shares). The use of fair value pricing and the restrictions on excessive trading and market timing described below are intended to reduce a shareholders ability to engage in price arbitrage to the detriment of the Funds.
The Boards of
the funds sponsored by
the Eaton Vance
organization (Eaton Vance
funds
)
have adopted policies to discourage short-term trading and market timing and to seek to minimize their potentially detrimental effects. Pursuant to these policies, if an investor (through one or more accounts) makes more than one round-trip (being a purchase, including an exchange purchase, followed or preceded by a redemption, including an exchange redemption, followed or preceded by a purchase, including an exchange purchase) within 90 days, it generally will be deemed to constitute market timing or excessive trading. Under the policies, each Fund or its principal underwriter will reject or cancel a purchase order, suspend or terminate
an
exchange privilege or terminate the ability of an investor to invest in the Eaton Vance funds if the Fund or the principal underwriter determines that a proposed transaction involves market timing or excessive trading that it believes is likely to be detrimental to the Fund. Each Fund and its principal underwriter use reasonable efforts to detect market timing and excessive trading activity, but they cannot ensure that they will be able to identify all cases of market timing and excessive trading. Each Fund or its principal underwriter may also reject or cancel any purchase order (including an exchange) from an investor or group of investors for any other reason. Decisions to reject or cancel purchase orders (including exchanges) in a Fund are inherently subjective and will be made in a manner believed to be in the best interest of a Funds shareholders. No Eaton Vance fund has any arrangement to permit market timing.
The following fund share transactions
(to the extent permitted by a funds prospectus)
generally are exempt from the market timing and excessive trading policy described above because
they generally do not raise market timing or excessive trading concerns:
transactions made pursuant to a systematic purchase plan or as the result of automatic reinvestment of dividends or distributions, or initiated by a Fund (e.g., for failure to meet applicable account minimums);
transactions made by participants in employer sponsored retirement plans involving participant payroll or employer contributions or loan repayments, redemptions as part of plan terminations or at the direction of the plan, mandatory retirement distributions, or rollovers;
transactions made by model-based discretionary advisory accounts; or
transactions made by an Eaton Vance fund that is structured as a fund-of-funds, provided the transactions are in response to fund inflows and outflows or are part of a reallocation of fund assets in accordance with its investment policies
.
It may be difficult for a Fund or the principal underwriter to identify market timing or excessive trading in omnibus accounts traded through financial intermediaries. The Funds and the principal underwriter have provided guidance to financial intermediaries (such as banks, broker-dealers, insurance companies and retirement administrators) concerning the application of the Eaton Vance funds market timing and excessive trading policies to Fund shares held in omnibus accounts maintained and administered by such intermediaries, including guidance concerning situations where market timing or excessive trading is considered to be detrimental to a Fund. Each Fund or its principal underwriter may rely on a financial intermediarys policy to restrict market timing and excessive trading if it believes that policy is likely to prevent market timing that is likely to be detrimental to the Fund. Such policy may be more or less restrictive than a Funds policy. Although each Fund or the principal underwriter reviews trading activity at the omnibus account level for activity that indicates potential market timing or excessive trading activity, the Funds and the principal underwriter typically will not request or receive individual account data unless suspicious trading activity is identified. Each Fund and the principal underwriter generally rely on financial intermediaries to monitor trading activity in omnibus accounts in good faith in accordance with their own or Fund policies. Each Fund and the principal underwriter cannot ensure that these financial intermediaries will in all cases apply the policies of the Fund or their own policies, as the case may be, to accounts under their control.
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Prospectus dated June 1, 2013
Choosing a Share Class.
Each Fund offers different classes of shares. The different classes of shares represent investments in the same portfolio of securities, but the classes are subject to different
expenses and will likely have different share prices due to differences in class expenses.
A share class also may be subject to a sales charge.
In choosing the class of shares that suits your investment needs, you should consider:
how long you expect to own your shares;
how much you intend to invest; and
the
total operating expenses associated with owning each class
.
Each investors considerations are different. You should speak with your financial intermediary to help you decide which class of shares is best for you. Set forth below is a brief description of each class of shares offered by the Funds.
Class A shares are offered at net asset value plus a front-end sales charge of up to 2.25% (4.75% for Long Term Fund). This charge is deducted from the amount you invest. The Class A sales charge is reduced for purchases of $100,000 ($50,000 for Long Term Fund) or more. The sales charge applicable to your purchase may be reduced under the right of accumulation or a statement of intention, which are described in Reducing or Eliminating Class A Sales Charges under Sales Charges below. Some investors may be eligible to purchase Class A shares at net asset value under certain circumstances, which are also described below. Class A shares pay distribution and service fees equal to 0.25% annually of average daily net assets.
Class C shares
are offered at net asset value with no front-end sales charge. If you sell your Class C shares within one year of purchase, you generally will be subject to a contingent deferred sales charge or CDSC. The CDSC is deducted from your redemption proceeds. Under certain circumstances, the Class C CDSC may be waived (such as certain redemptions from tax-deferred retirement plan accounts). See CDSC Waivers under Sales Charges below. Class C shares pay distribution and service fees equal to 1.00% annually of average daily net assets. Orders for Class C shares of one or more Eaton Vance funds will be refused when the total value of the purchase (including the aggregate value of all Eaton Vance fund shares held within the purchasing shareholders account) is $1,000,000 or more. Investors considering cumulative purchases of $1,000,000 or more, or who, after a purchase of shares, would own shares of Eaton Vance funds with a current market value of $1,000,000 or more, should consider whether
another
Class
of
shares would be more advantageous and consult their financial intermediary.
Class I shares
are offered to clients of financial intermediaries who (i) charge such clients an ongoing fee for advisory, investment, consulting or similar services, or (ii) have entered into an agreement with the principal underwriter to offer Class I shares through a no-load network or platform. Such clients may include individuals, corporations, endowments, foundations and qualified plans (as described above). Class I shares are also offered to investment and institutional clients of Eaton Vance and its affiliates and certain persons affiliated with Eaton Vance and certain Fund service providers
.
Class I shares do not pay distribution or service fees.
Payments to Financial Intermediaries. In addition to payments disclosed under “ Sales Charges ” below, the principal underwriter, out of its own resources, may make cash payments to certain financial intermediaries who provide marketing support, transaction processing and/or administrative services and, in some cases, include some or all Eaton Vance funds in preferred or specialized selling programs. Payments made by the principal underwriter to a financial intermediary may be significant and are typically in the form of fees based on Fund sales, assets, transactions processed and/or accounts attributable to that financial intermediary. Financial intermediaries also may receive amounts from the principal underwriter in connection with educational or due diligence meetings that include information concerning Eaton Vance funds. The principal underwriter may pay or allow other promotional incentives or payments to financial intermediaries to the extent permitted by applicable laws and regulations.
Certain financial intermediaries that maintain fund accounts for the benefit of their customers provide sub-accounting, recordkeeping and/or administrative services to the Eaton Vance funds and are compensated for such services by the funds. As used in this Prospectus, the term financial intermediary includes any broker, dealer, bank (including bank trust departments), registered investment adviser, financial planner, a retirement plan and/or its administrator, their designated intermediaries and any other firm having a selling, administration or similar agreement with the principal underwriter or its affiliates.
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22
Prospectus dated June 1, 2013
Sales Charges
Class A Front-End Sales Charge. Class A shares are offered at net asset value per share plus a sales charge that is determined by the amount of your investment. The current sales charge schedule is:
For Short Term Fund and Intermediate Term Fund
|
Sales Charge*
|
Sales Charge*
|
Dealer Commission
|
Less than $100,000 |
2.25% |
2.30% |
2.00% |
$100,000 but less than $250,000 |
1.75% |
1.78% |
1.50% |
$250,000 but less than $500,000 |
1.50% |
1.52% |
1.25% |
$500,000 but less than $1,000,000 |
1.00% |
1.01% |
0.85% |
$1,000,000 or more |
0.00** |
0.00** |
0.75% |
For Long Term Fund
|
Sales Charge*
|
Sales Charge*
|
Dealer Commission
|
Less than $50,000 |
4.75% |
4.99% |
4.00% |
$50,000 but less than $100,000 |
4.50% |
4.71% |
3.75% |
$100,000 but less than $250,000 |
3.75% |
3.90% |
3.00% |
$250,000 but less than $500,000 |
3.00% |
3.09% |
2.50% |
$500,000 but less than $1,000,000 |
2.00% |
2.04% |
1.75% |
$1,000,000 or more |
0.00** |
0.00** |
0.75% |
*
Because the offering price per share is rounded to two decimal places, the actual sales charge you pay on a purchase of Class A shares may be more or less than your total purchase amount multiplied by the applicable sales charge percentage.
**
No sales charge is payable at the time of purchase on investments of $1 million or more. A CDSC of 1.00% will be imposed on such investments (as described below) in the event of redemptions within 18 months of purchase.
Reducing or Eliminating Class A Sales Charges. Front-end sales charges on purchases of Class A shares may be reduced under the right of accumulation or under a statement of intention. To receive a reduced sales charge, you must inform your financial intermediary or a Fund at the time you purchase shares that you qualify for such a reduction. If you do not let your financial intermediary or the Fund know you are eligible for a reduced sales charge at the time of purchase, you will not receive the discount to which you may otherwise be entitled.
Right of Accumulation. Under the right of accumulation, the sales charge you pay is reduced if the current market value of your holdings in a Fund or any other Eaton Vance fund (based on the current maximum public offering price) plus your new purchase total $100,000 ($50,000 for Long Term Fund) or more. Class A shares of Eaton Vance U.S. Government Money Market Fund cannot be included under the right of accumulation. Shares owned by you, your spouse and children under age twenty-one may be combined for purposes of the right of accumulation, including shares held for the benefit of any of you in omnibus or street name accounts. In addition, shares held in a trust or fiduciary account of which any of the foregoing persons is the sole beneficiary (including retirement accounts) may be combined for purposes of the right of accumulation. Shares purchased and/or owned in a SEP, SARSEP and SIMPLE IRA plan also may be combined for purposes of the right of accumulation for the plan and its participants. You may be required to provide documentation to establish your ownership of shares included under the right of accumulation (such as account statements for you, your spouse and children or marriage certificates, birth certificates and/or trust or other fiduciary-related documents).
Statement of Intention. Under a statement of intention, purchases of $100,000 ($50,000 for Long Term Fund) or more made over a 13-month period are eligible for reduced sales charges. Shares eligible under the right of accumulation (other than those included in employer-sponsored retirement plans) may be included to satisfy the amount to be purchased under a statement of intention. Under a statement of intention, the principal underwriter may hold 5% of the dollar amount to be purchased in escrow in the form of shares registered in your name until you satisfy the statement or the 13-month period expires. A statement of intention does not obligate you to purchase (or a Fund to sell) the full amount indicated in the statement.
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Prospectus dated June 1, 2013
Class A shares are offered at net asset value (without a sales charge) to tax-deferred retirement plans and deferred compensation plans, and to clients of financial intermediaries who (i) charge an ongoing fee for advisory, investment, consulting or similar services, or (ii) have entered into an agreement with the principal underwriter to offer Class A shares through a no-load network or platform, or
self-directed brokerage accounts that may or may not charge transaction fees to customers. Such clients may include individuals, corporations, endowments
, foundations and pension plans (including tax-deferred retirement plans and profit sharing plans).
Class A shares also are offered at net asset value to investment and institutional clients of Eaton Vance and its affiliates; certain persons affiliated with Eaton Vance; and to certain fund service providers as described in the Statement of Additional Information. Class A shares may also be purchased at net asset value pursuant to the reinvestment privilege and exchange privilege and when distributions are reinvested. See
“
Shareholder Account Features
”
for details.
Contingent Deferred Sales Charge. Class A and Class C shares are subject to a CDSC on certain redemptions. The CDSC generally is paid to the principal underwriter. Class A shares purchased at net asset value in amounts of $1 million or more are subject to a 1.00% CDSC if redeemed within 18 months of purchase. Class C shares are subject to a 1.00% CDSC if redeemed within one year of purchase. CDSCs are based on the lower of the net asset value at the time of purchase or at the time of redemption. Shares acquired through the reinvestment of distributions are exempt from the CDSC. Redemptions are made first from shares that are not subject to a CDSC.
The sales commission payable to financial intermediaries in connection with sales of Class C shares is described under Distribution and Service Fees below.
CDSC Waivers. CDSCs are waived for certain redemptions pursuant to a Withdrawal Plan (see Shareholder Account Features). The CDSC is also waived following the death of a beneficial owner of shares (a death certificate and other applicable documents may be required).
Distribution and Service Fees. Class A and Class C shares have in effect plans under Rule 12b-1 that allow each Fund to pay distribution fees for the sale and distribution of shares (so-called “ 12b-1 fees ” ) and service fees for personal and/or shareholder account services. Class C shares pay distribution fees to the principal underwriter of 0.75% of average daily net assets annually. Because these fees are paid from Fund assets on an ongoing basis, they will increase your cost over time and may cost you more than paying other types of sales charges. The principal underwriter compensates financial intermediaries on sales of Class C shares (except exchange transactions and reinvestments) in an amount equal to 1% of the purchase price of the shares. After the first year, financial intermediaries also receive 0.75% of the value of Class C shares in annual distribution fees. Class C shares also pay service fees to the principal underwriter equal to 0.25% of average daily net assets annually. Class A shares pay distribution and service fees equal to 0.25% of average daily net assets annually. After the sale of shares, the principal underwriter receives the Class A distribution and service fees and the Class C service fees for one year and thereafter financial intermediaries generally receive 0.25% annually of average daily net assets based on the value of shares sold by such intermediaries for shareholder servicing performed by such financial intermediaries. Distribution and service fees are subject to the limitations contained in the sales charge rule of the Financial Industry Regulatory Authority.
More information about sales charges is available free of charge on the Eaton Vance website at www.eatonvance.com and in the Statement of Additional Information. Please consult the Eaton Vance website for any updates to sales charge information before making a purchase of Fund shares.
You can redeem shares in any of the following ways:
By Mail |
Send your request to the transfer agent. The request must be signed exactly as your account is registered (for instance, a joint account must be signed by all registered owners to be accepted) and a Medallion signature guarantee may be required. You can obtain a Medallion signature guarantee at banks, savings and loan institutions, credit unions, securities dealers, securities exchanges, clearing agencies and registered securities associations that participate in The Securities Transfer Agents Medallion Program, Inc. (STAMP, Inc.). Only Medallion signature guarantees issued in accordance with STAMP, Inc. will be accepted. You may be asked to provide additional documents if your shares are registered in the name of a corporation, partnership or fiduciary. |
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Prospectus dated June 1, 2013
By Telephone |
Certain shareholders can redeem by calling 1-800-262-1122 Monday through Friday, 8:30 a.m. to 5:30 p.m. (eastern time). Proceeds of a telephone redemption are generally limited to $100,000 per account (which may include shares of one or more Eaton Vance funds) and can be sent only to the account address or to a bank pursuant to prior instructions. |
By Internet |
Certain shareholders can redeem by logging on to the Eaton Vance website at www.eatonvance.com. Proceeds of internet redemptions are generally limited to $100,000 per account (which may include shares of one or more Eaton Vance funds) and can be sent only to the account address or to a bank pursuant to prior instructions. |
For Additional Information |
Please call 1-800-262-1122 Monday through Friday, 8:30 a.m. to 5:30 p.m. (eastern time). |
Through a Financial Intermediary |
Your financial intermediary is responsible for transmitting the order promptly. A financial intermediary may charge a fee for this service. |
If you redeem shares, your redemption price will be based on the net asset value per share next computed after the redemption request is received in proper form (meaning that it is complete and contains all necessary information) by a Funds transfer agent or your financial intermediary. Your redemption proceeds normally will be paid in cash within seven days, reduced by the amount of any applicable CDSC and any federal income and state tax required to be withheld. Payments will be sent by regular mail. However, if you have given complete written authorization in advance, you may request that the redemption proceeds be wired directly to your bank account. The bank designated may be any bank in the United States. The request may be made by calling 1-800-262-1122 or by sending a Medallion signature guaranteed letter of instruction to the transfer agent (see back cover for address). Certain redemption requests including those involving shares held by certain corporations, trusts or certain other entities and shares that are subject to certain fiduciary arrangements may require additional documentation and may be redeemed only by mail. You may be required to pay the costs of such transaction by a Fund or your bank. No costs are currently charged by a Fund. However, charges may apply for expedited mail delivery services. Each Fund may suspend or terminate the expedited payment procedure upon at least 30 days notice.
If you recently purchased shares, the proceeds of a redemption will not be sent until the purchase check (including a certified or cashiers check) has cleared. If the purchase check has not cleared, redemption proceeds may be delayed up to 15 days from the purchase date. If your account value falls below $750 (other than due to market decline), you may be asked either to add to your account or redeem it within 60 days. If you take no action, your account will be redeemed and the proceeds sent to you.
While redemption proceeds are normally paid in cash, redemptions may be paid by distributing marketable securities. If you receive securities, you could incur brokerage or other charges in converting the securities to cash.
Shareholder Account Features
Distributions. You may have your Fund distributions paid in one of the following ways:
Full Reinvest Option |
Distributions are reinvested in additional shares. This option will be assigned if you do not specify an option. |
Partial Reinvest Option |
Dividends are paid in cash and capital gains are reinvested in additional shares. |
Cash Option |
Distributions are paid in cash. |
Exchange Option |
Distributions are reinvested in additional shares of any class of another Eaton Vance fund chosen by you, subject to the terms of that funds prospectus. Before selecting this option, you must obtain a prospectus of the other fund and consider its objectives, risks, and charges and expenses carefully. |
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Prospectus dated June 1, 2013
Information about the Funds. From time to time, you may receive the following:
·
Semiannual and annual reports containing a list of portfolio holdings as of the end of the second and fourth fiscal quarters, respectively, performance information and financial statements.
·
Periodic account statements, showing recent activity and total share balance.
·
Tax information needed to prepare your income tax returns.
·
Proxy materials, in the event a shareholder vote is required.
·
Special notices about significant events affecting your Fund.
Most fund information (including semiannual and annual reports, prospectuses and proxy statements) as well as your periodic account statements can be delivered electronically. For more information please go to www.eatonvance.com/edelivery.
The Eaton Vance funds have established policies and procedures with respect to the disclosure of portfolio holdings and other information concerning Fund characteristics. A description of these policies and procedures is provided below and additionally in the Statement of Additional Information. Such policies and procedures regarding disclosure of portfolio holdings are designed to prevent the misuse of material, non-public information about the funds.
Each Fund will file with the Securities and Exchange Commission (SEC) a list of its portfolio holdings as of the end of the first and third fiscal quarters on Form N-Q. Each Funds annual and semiannual reports (as filed on Form N-CSR) and each Form N-Q may be viewed on the SECs website (www.sec.gov). The most recent fiscal
quarter-end holdings may also be viewed on the Eaton Vance website (www.eatonvance.com). Portfolio holdings information that is filed with the SEC is posted on the Eaton Vance website approximately 60 days after the end of the quarter to which it relates. Portfolio holdings information as of each month end is posted to the website approximately one month after such month end. Each Fund also posts information about certain portfolio characteristics (such as top ten holdings and asset allocation) at least quarterly on the Eaton Vance website approximately ten business days after the period and each Fund may also post performance attribution as of a month end or more frequently if deemed appropriate.
Withdrawal Plan. You may redeem shares on a regular periodic basis by establishing a systematic withdrawal plan. Withdrawals will not be subject to any applicable CDSC if they are, in the aggregate, less than or equal to 12% annually of the greater of either the initial account balance or the current account balance. Because purchases of Class A shares are generally subject to an initial sales charge, Class A shareholders should not make withdrawals from their accounts while also making purchases.
Tax-Deferred Retirement Plans. Distributions will be invested in additional shares for all tax-deferred retirement plans.
Exchange Privilege. You may exchange your Fund shares for shares of the same Class of another Eaton Vance fund. For purposes of exchanges among Eaton Vance funds, Class A and Class I shares are deemed to be the same as Investor Class and Institutional Class shares, respectively, of other Eaton Vance funds. Exchanges are made at net asset value. If your shares are subject to a CDSC, the CDSC will continue to apply to your new shares at the same CDSC rate. For purposes of the CDSC, your shares will continue to age from the date of your original purchase of Fund shares. Any class of shares of a fund may be exchanged for any other class of shares of that fund, provided that the shares being exchanged are no longer subject to a CDSC and the conditions for investing in the other class of shares described in the applicable prospectus are satisfied.
Before exchanging, you should read the prospectus of the new fund carefully. Exchanges are subject to the terms applicable to purchases of the new funds shares as set forth in its prospectus. If you wish to exchange shares, write to the transfer agent (see back cover for address), log on to your account at www.eatonvance.com or call 1-800-262-1122. Periodic automatic exchanges are also available. The exchange privilege may be changed or discontinued at any time. You will receive at least 60 days notice of any material change to the privilege. This privilege may not be used for market timing and may be terminated for market timing accounts or for any other reason. For additional information, see Restrictions on Excessive Trading and Market Timing under Purchasing Shares. Ordinarily exchanges between different funds are taxable transactions for federal tax purposes, while permitted exchanges of one class for shares of another class of the same fund are not. Shareholders should consult their tax advisors regarding the applicability of federal, state, local and other taxes to transactions in Fund shares.
Reinvestment Privilege. If you redeem shares, you may reinvest at net asset value all or any portion of the redemption proceeds in the same class of shares of the Fund you redeemed from, provided that the reinvestment occurs within 60 days of the redemption, and the privilege has not been used more than once in the prior 12 months. Under these circumstances your account will be credited with any CDSC paid in connection with the redemption. Any CDSC period applicable to the shares you acquire upon reinvestment will run from the date of your original share purchase. Reinvestment requests must be in writing. At the time of a reinvestment, you or your financial intermediary must notify the Fund or the transfer agent that you are reinvesting redemption proceeds in accordance with this privilege. If you reinvest, your purchase will be at the next determined net asset value following receipt of your request.
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26
Prospectus dated June 1, 2013
Telephone and Electronic Transactions. You can redeem or (if permitted) exchange shares by telephone as described in this Prospectus. In addition, certain transactions may be conducted through the Eaton Vance website. The transfer agent and the principal underwriter have procedures in place to authenticate telephone and electronic instructions (such as using security codes or verifying personal account information). As long as the transfer agent and principal underwriter follow reasonable procedures, they will not be responsible for unauthorized telephone or electronic transactions and you bear the risk of possible loss resulting from these transactions. You may decline the telephone redemption option on the account application. Telephone instructions are recorded.
Street Name Accounts.
If your shares are held in a street name account at a financial intermediary, that intermediary (and not the Fund or its transfer agent) will perform all recordkeeping, transaction processing and distribution payments. Because the Fund
does not maintain an account for you
, you should contact your financial intermediary to
make transactions in
shares,
make changes in your account, or
obtain account information. You will not be able to utilize a number of shareholder features, such as telephone or internet transactions, directly with a Fund
and certain features may be subject to different requirements.
If you transfer shares in a street name account to an account with another financial intermediary or to an account directly with a Fund, you should obtain historical information about your shares prior to the transfer.
Procedures for Opening New Accounts. To help the government fight the funding of terrorism and money laundering activities, federal law requires financial institutions to obtain, verify and record information that identifies each new customer who opens a Fund account and to determine whether such persons name appears on government lists of known or suspected terrorists or terrorist organizations. When you open an account, the transfer agent or your financial intermediary will ask you for your name, address, date of birth (for individuals), residential or business street address (although post office boxes are still permitted for mailing) and social security number, taxpayer identification number, or other government-issued identifying number. You also may be asked to produce a copy of your drivers license, passport or other identifying documents in order to verify your identity. In addition, it may be necessary to verify your identity by cross-referencing your identification information with a consumer report or other electronic databases. Other information or documents may be required to open accounts for corporations and other entities. Federal law prohibits a Fund and other financial institutions from opening a new account unless they receive the minimum identifying information described above. If a person fails to provide the information requested, any application by that person to open a new account will be rejected. Moreover, if the transfer agent or the financial intermediary is unable to verify the identity of a person based on information provided by that person, it may take additional steps including, but not limited to, requesting additional information or documents from the person, closing the persons account or reporting the matter to the appropriate federal authorities. If your account is closed for this reason, your shares may be automatically redeemed at the net asset value next determined. If a Funds net asset value has decreased since your purchase, you will lose money as a result of this redemption. Each Fund has also designated an anti-money laundering compliance officer.
Account Questions.
If you have any questions about your account or the services available, please call Eaton Vance Shareholder Services at 1-800-262-1122 Monday through Friday, 8:
30
a.m. to
5:30
p.m. (eastern time), or write to the transfer agent (see back cover for address).
Additional Tax Information
Each Fund declares dividends daily and ordinarily pays distributions monthly. Different Classes may distribute different dividend amounts. Dividends may not be paid if Fund (and Class) expenses exceed Fund income for the period. Your account will be credited with dividends beginning on the business day after the day when the funds used to purchase your Fund shares are collected by the transfer agent. For tax purposes, the Funds dividends sourced from investments in Municipal Securities ordinarily will constitute income to you exempt from federal income tax, so long as the Fund meets the tax requirement that at least 50% of its total assets are invested in Municipal Securities as of each fiscal quarter end. To the extent that the Funds investment income consists of both taxable and tax-exempt income, Fund expenses will reduce the Funds taxable and tax-exempt income dividends in proportion to the character of its gross income. Distribution of any net realized gains will be made once each year (usually in December). The exemption of exempt-interest dividend income from regular federal income taxation does not necessarily result in similar exemptions from such income under the state or local tax laws.
Any recognized gain or income attributable to market discount on long-term tax-exempt municipal obligations (i.e., obligations with a term of more than one year) (except to the extent of a portion of the discount attributable to original issue discount), is taxable as ordinary income. A long-term debt obligation is generally treated as acquired at a market discount if purchased after its original issue at a price less than (i) the stated principal amount payable at maturity, in the case of an obligation that does not have original issue discount or (ii) in the case of an obligation that does have original issue discount, the sum of the issue price and any original issue discount that accrued before the obligation was purchased, subject to a de minimis exclusion.
A Fund may invest a substantial portion of its assets in securities that generate income that is not exempt from federal income tax. Income generated from Taxable Municipal Securities is subject to federal income tax and may be subject to state income tax. Income generated from Treasury Securities is exempt from state and local income taxes but is subject to federal income tax.
Eaton Vance Tax-Advantaged Bond Strategies Funds
27
Prospectus dated June 1, 2013
Income generated from Agency Securities is generally subject to federal income tax, as well as state and local income taxes where applicable. Taxes on distributions of capital gains are determined by how long the Fund owned the investments that generated them, rather than how long a shareholder has owned his or her shares in the Fund. Distributions of any taxable income and net short-term capital gains will be taxable as ordinary income. Distributions of any long-term capital gains are taxable as long-term capital gains. Distributions of interest on certain municipal obligations are a tax preference item under the AMT provisions applicable to individuals and corporations, and all tax-exempt distributions may affect a corporations AMT liability. A Funds distributions will be treated as described above for federal income tax purposes whether they are paid in cash or reinvested in additional shares. A redemption of Fund shares, including an exchange for shares of another fund, is a taxable transaction.
The unearned income of certain U.S. individuals, estates and trusts is subject to a 3.8% Medicare contribution tax. For individuals, the tax is on the lesser of the net investment income and the excess of modified adjusted gross income over $200,000 (or $250,000 if married filing jointly). Net investment income includes, among other things, interest, dividends, and gross income and capital gains derived from passive activities and trading in securities or commodities. Net investment income is reduced by deductions properly allocable to this income.
Shareholders, particularly corporations, recipients of social security or railroad retirement benefits and those subject to AMT, should consult with their advisers concerning the applicability of federal, state, local and other taxes to an investment.
Eaton Vance Tax-Advantaged Bond Strategies Funds
28
Prospectus dated June 1, 2013
Financial Highlights
The financial highlights are intended to help you understand a Funds financial performance for the period(s) indicated. Certain information in the table reflects the financial results for a single Fund share. The total returns in the table represent the rate an investor would have earned (or lost) on an investment in a Fund (assuming reinvestment of all distributions at net asset value). This information has been audited by Deloitte & Touche LLP, an independent registered public accounting firm. The reports of Deloitte & Touche LLP and each Funds financial statements are incorporated herein by reference and included in the Funds annual report, which is available upon request.
(See footnotes on last page.)
Eaton Vance Tax-Advantaged Bond Strategies Funds
29
Prospectus dated June 1, 2013
Financial Highlights (continued)
|
Short Term Fund |
|||||
|
Year Ended January 31, |
|||||
|
2011 |
2010 (2) |
||||
|
Class A |
Class C |
Class I |
Class A |
Class C |
Class I |
Net asset value - Beginning of period |
$10.260 |
$10.270 |
$10.260 |
$10.000 |
$10.000 |
$10.000 |
Income (Loss) From Operations |
|
|
|
|
|
|
Net investment income |
$0.090 |
$0.011 |
$0.119 |
$0.082 (3) |
$0.019 (3) |
$0.129 (3) |
Net realized and unrealized gain |
0.084 (4) |
0.085 (4) |
0.082 (4) |
0.363 |
0.372 |
0.338 |
Total income from operations |
$0.174 |
$0.096 |
$0.201 |
$0.445 |
$0.391 |
$0.467 |
Less Distributions |
|
|
|
|
|
|
From net investment income |
$(0.090) |
$(0.012) |
$(0.117) |
$(0.140) |
$(0.076) |
$(0.162) |
From net realized gain |
$(0.114) |
$(0.114) |
$(0.114) |
$(0.045) |
$(0.045) |
$(0.045) |
Total distributions |
$(0.204) |
$(0.126) |
$(0.231) |
$(0.185) |
$(0.121) |
$(0.207) |
Net asset value - End of period |
$10.230 |
$10.240 |
$10.230 |
$10.260 |
$10.270 |
$10.260 |
Total Return (1) |
1.69% |
0.93% |
1.94% |
4.49% (5) |
3.93% (5) |
4.71% (5) |
Ratios/Supplemental Data |
|
|
|
|
|
|
Net assets, end of period (000s omitted) |
$473,976 |
$150,490 |
$246,296 |
$230,414 |
$59,381 |
$127,546 |
Ratios (as a percentage of average daily net assets): |
|
|
|
|
|
|
Expenses before custodian fee reduction |
0.90% |
1.64% |
0.65% |
0.90% (6)(7) |
1.65% (6)(7) |
0.65% (6)(7) |
Expenses after custodian fee reduction |
0.89% |
1.63% |
0.64% |
0.90% (6)(7) |
1.65% (6)(7) |
0.65% (6)(7) |
Net investment income |
0.83% |
0.08% |
1.09% |
0.94% (6) |
0.22% (6) |
1.48% (6) |
Portfolio Turnover |
107% |
107% |
107% |
129% (5)(8) |
129% (5)(8) |
129% (5)(8) |
(See footnotes on last page.)
Eaton Vance Tax-Advantaged Bond Strategies Funds
30
Prospectus dated June 1, 2013
Financial Highlights (continued)
|
|||||||||
|
Year Ended January 31, |
||||||||
|
2013 |
2012 |
2011 |
||||||
|
Class A |
Class C |
Class I |
Class A |
Class C |
Class I |
Class A |
Class C |
Class I |
Net asset value - Beginning of year |
$11.780 |
$11.780 |
$11.790 |
$10.380 |
$10.380 |
$10.380 |
$10.000 |
$10.000 |
$10.000 |
Income (Loss) From Operations |
|
|
|
|
|
|
|
|
|
Net investment income |
$0.097 |
$0.008 |
$0.127 |
$0.152 |
$0.071 |
$0.181 |
$0.131 |
$0.057 |
$0.155 |
Net realized and unrealized gain |
0.231 |
0.225 |
0.231 |
1.451 |
1.451 |
1.461 |
0.406 (4) |
0.406 (4) |
0.406 (4) |
Total income from operations |
$0.328 |
$0.233 |
$0.358 |
$1.603 |
$1.522 |
$1.642 |
$0.537 |
$0.463 |
$0.561 |
Less Distributions |
|
|
|
|
|
|
|
|
|
From net investment income |
$(0.097) |
$(0.012) |
$(0.127) |
$(0.152) |
$(0.071) |
$(0.181) |
$(0.131) |
$(0.057) |
$(0.155) |
From net realized gain |
(0.171) |
(0.171) |
(0.171) |
(0.051) |
(0.051) |
(0.051) |
(0.026) |
(0.026) |
(0.026) |
Total distributions |
$(0.268) |
$(0.183) |
$(0.298) |
$(0.203) |
$(0.122) |
$(0.232) |
$(0.157) |
$(0.083) |
$(0.181) |
Net asset value - End of year |
$11.840 |
$11.830 |
$11.850 |
$11.780 |
$11.780 |
$11.790 |
$10.380 |
$10.380 |
$10.380 |
Total Return (1) |
2.79% |
1.98% |
3.05% |
15.58% |
14.73% |
15.97% |
5.38% |
4.63% |
5.62% |
Ratios/Supplemental Data |
|
|
|
|
|
|
|
|
|
Net assets, end of year (000s omitted) |
$115,170 |
$57,816 |
$253,476 |
$67,785 |
$25,215 |
$107,826 |
$3,972 |
$1,216 |
$52,224 |
Ratios (as a percentage of average daily net assets): |
|
|
|
|
|
|
|
|
|
Expenses before custodian fee reduction (9) |
0.96% |
1.71% |
0.71% |
0.95% |
1.70% |
0.70% |
0.96% |
1.71% |
0.71% |
Expenses after custodian fee reduction (9) |
0.95% |
1.70% |
0.70% |
0.95% |
1.70% |
0.70% |
0.95% |
1.70% |
0.70% |
Net investment income |
0.80% |
0.04% |
1.04% |
1.14% |
0.45% |
1.58% |
1.26% |
0.58% |
1.24% |
Portfolio Turnover |
103% |
103% |
103% |
125% |
125% |
125% |
202% |
202% |
202% |
(See footnotes on last page.)
Eaton Vance Tax-Advantaged Bond Strategies Funds
31
Prospectus dated June 1, 2013
Financial Highlights (continued)
|
|||||||||
|
Year Ended January 31, |
||||||||
|
2013 |
2012 |
2011 |
||||||
|
Class A |
Class C |
Class I |
Class A |
Class C |
Class I |
Class A |
Class C |
Class I |
Net asset value - Beginning of year |
$11.710 |
$11.710 |
$11.710 |
$9.810 |
$9.810 |
$9.810 |
$10.000 |
$10.000 |
$10.000 |
Income (Loss) From Operations |
|
|
|
|
|
|
|
|
|
Net investment income |
$0.182 |
$0.093 |
$0.212 |
$0.249 |
$0.172 |
$0.274 |
$0.268 |
$0.192 |
$0.294 |
Net realized and unrealized gain |
0.582 |
0.573 |
0.572 |
1.929 |
1.929 |
1.929 |
0.056 (4) |
0.056 (4) |
0.056 (4) |
Total income from operations |
$0.764 |
$0.666 |
$0.784 |
$2.178 |
$2.101 |
$2.203 |
$0.324 |
$0.248 |
$0.350 |
Less Distributions |
|
|
|
|
|
|
|
|
|
From net investment income |
$(0.182) |
$(0.094) |
$(0.212) |
$(0.249) |
$(0.172) |
$(0.274) |
$(0.267) |
$(0.191) |
$(0.293) |
From net realized gain |
(0.732) |
(0.732) |
(0.732) |
(0.029) |
(0.029) |
(0.029) |
(0.247) |
(0.247) |
(0.247) |
Total distributions |
$(0.914) |
$(0.826) |
$(0.944) |
$(0.278) |
$(0.201) |
$(0.303) |
$(0.514) |
$(0.438) |
$(0.540) |
Net asset value - End of year |
$11.560 |
$11.550 |
$11.550 |
$11.710 |
$11.710 |
$11.710 |
$9.810 |
$9.810 |
$9.810 |
Total Return (1) |
6.55% |
5.76% |
6.82% |
22.53% |
21.54% |
22.71% |
3.21% |
2.44% |
3.47% |
Ratios/Supplemental Data |
|
|
|
|
|
|
|
|
|
Net assets, end of year (000s omitted) |
$14,340 |
$4,764 |
$10,347 |
$16,143 |
$547 |
$25,848 |
$149 |
$141 |
$1,958 |
Ratios (as a percentage of average daily net assets): |
|
|
|
|
|
|
|
|
|
Expenses before custodian fee reduction (10) |
0.96% |
1.71% |
0.71% |
0.95% |
1.70% |
0.70% |
0.95% |
1.70% |
0.70% |
Expenses after custodian fee reduction (10) |
0.95% |
1.70% |
0.70% |
0.95% |
1.70% |
0.70% |
0.95% |
1.70% |
0.70% |
Net investment income |
1.53% |
0.66% |
1.83% |
1.57% |
1.36% |
2.05% |
2.65% |
1.88% |
2.86% |
Portfolio Turnover |
211% |
211% |
211% |
239% |
239% |
239% |
200% |
200% |
200% |
(1)
Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges.
(2)
For the period from the start of business, March 27, 2009, to January 31, 2010.
(3)
Computed using average shares outstanding.
(4)
The per share amount is not in accord with the net realized and unrealized gain (loss) on investments for the period because of the timing of sales of Fund shares and the amount of the per share realized and unrealized gains and losses at such time.
(5)
Not annualized.
(6)
Annualized.
(7)
The investment adviser and administrator subsidized certain operating expenses equal to 0.11% of average daily net assets for the period ended January 31, 2010. Absent this
subsidy
, total return would be lower.
(8)
Excluding the value of portfolio securities delivered in payment of redemptions in-kind, the portfolio turnover would have been 120%.
(9)
The investment adviser and administrator subsidized certain operating expenses equal to 0.
05%, 0.
16% and 0.68% of average daily net assets for the years ended January 31,
2013,
2012 and 2011, respectively. Absent
this subsidy
, total return would be lower.
(10)
The investment adviser and administrator subsidized certain operating expenses equal to
0.35%,
1.21% and 7.17% of average daily net assets for the years ended January 31,
2013,
2012 and 2011, respectively. Absent
this subsidy
, total return would be lower.
Eaton Vance Tax-Advantaged Bond Strategies Funds
32
Prospectus dated June 1, 2013
More Information
About the Funds: More information is available in the Statement of Additional Information. The Statement of Additional Information is incorporated by reference into this Prospectus. Additional information about each Funds investments is available in the annual and semiannual reports to shareholders. In the annual report, you will find a discussion of the market conditions and investment strategies that significantly affected each Funds performance during the past fiscal year. You may obtain free copies of the Statement of Additional Information and the shareholder reports on Eaton Vances website at www.eatonvance.com or by contacting the principal underwriter:
Eaton Vance Distributors, Inc.
Two International Place
Boston, MA 02110
1-800-262-1122
website: www.eatonvance.com
You will find and may copy information about each Fund (including the Statement of Additional Information and shareholder reports): at the
SECs
public reference room in Washington, DC (call 1-800-732-0330 for information on the operation of the public reference room); on the EDGAR Database on the SECs website (www.sec.gov); or, upon payment of copying fees, by writing to the SECs Public Reference Section, 100 F Street, NE, Washington, DC 20549-0102, or by electronic mail at publicinfo@sec.gov.
Shareholder Inquiries: You can obtain more information from Eaton Vance Shareholder Services or the Fund transfer agent, BNY Mellon Investment Servicing (US) Inc. If you own shares and would like to add to, redeem or change your account, please write or call below:
Regular Mailing Address:
|
|
Overnight Mailing Address:
|
|
Phone Number:
|
The Funds' Investment Company Act No. is 811-08134 |
TABS-SILTP |
5107-6/ 13 |
© 2013 Eaton Vance Management |
STATEMENT OF
ADDITIONAL INFORMATION
June 1,
2013
Eaton Vance High Yield Municipal Income Fund
Class A Shares - ETHYX Class B Shares - EVHYX Class C Shares - ECHYX Class I Shares - EIHYX
Two International Place
Boston, Massachusetts 02110
1-800-262-1122
This Statement of Additional Information (SAI) provides general information about the Fund. The Fund is a diversified, open-end management investment company. The Fund is a series of Eaton Vance Municipals Trust II
.
Capitalized terms used in this SAI and not otherwise defined have the meanings given to them in the Prospectus.
This SAI contains additional information about:
|
Page |
|
|
Page |
Strategies and Risks |
2 |
|
Sales Charges |
18 |
Investment Restrictions |
4 |
|
Performance |
20 |
Management and Organization |
6 |
|
Taxes |
22 |
Investment Advisory and Administrative Services |
13 |
|
Portfolio Securities Transactions |
30 |
Other Service Providers |
16 |
|
Financial Statements |
31 |
Calculation of Net Asset Value |
16 |
|
Additional Information About Investment Strategies |
32 |
Purchasing and Redeeming Shares |
17 |
|
|
|
|
|
|
|
|
Appendix A: Class A Fees, Performance and Ownership |
62 |
|
Appendix E: Ratings |
69 |
Appendix B: Class B Fees, Performance and Ownership |
64 |
|
Appendix F: Eaton Vance Funds Proxy Voting Policy and Procedures |
78 |
Appendix C: Class C Fees, Performance and Ownership |
66 |
|
Appendix G: Adviser Proxy Voting Policies and Procedures |
80 |
Appendix D: Class I Performance and Ownership |
68 |
|
|
|
This SAI is NOT a prospectus and is authorized for distribution to prospective investors only if preceded or accompanied by the Fund Prospectus dated June 1,
2013
, as supplemented from time to time, which is incorporated herein by reference. This SAI should be read in conjunction with the Prospectus, which may be obtained by calling 1-800-262-1122.
©
2013
Eaton Vance Management
Definitions
The following terms that may be used in this SAI have the meaning set forth below:
“ 1940 Act ” means the Investment Company Act of 1940, as amended;
“ 1933 Act ” means the Securities Act of 1933, as amended;
Board means Board of Trustees or Board of Directors, as applicable;
CEA means Commodity Exchange Act;
CFTC means the Commodities Futures Trading Commission;
Code means the Internal Revenue Code of 1986, as amended;
Eaton Vance family of funds means all registered investment companies advised, administered and/or distributed by Eaton Vance or its affiliates;
Eaton Vance funds means the mutual funds sponsored by the Eaton Vance organization;
Exchange means the New York Stock Exchange;
FINRA means the Financial Industry Regulatory Authority;
Fund means the Fund or Funds listed on the cover of this SAI unless stated otherwise;
investment adviser means the investment adviser identified in the prospectus and, with respect to the implementation of the Funds investment strategies (including as described under Taxes) and portfolio securities transactions, any sub-adviser identified in the prospectus;
IRS means the Internal Revenue Service;
Portfolio means a registered investment company (other than the Fund) sponsored by the Eaton Vance organization in which one or more Funds and other investors may invest substantially all or any portion of their assets;
Subsidiary means a wholly-owned subsidiary of the Fund or the Portfolio as described in the prospectus, if applicable;
SEC means the U.S. Securities and Exchange Commission; and
Trust means Eaton Vance Municipals Trust II, of which the Fund is a series.
STRATEGIES AND RISKS
The Fund prospectus identifies the types of investments in which the Fund will principally invest in seeking its investment objective(s) and the principal risks associated therewith. The categories checked in the table below are all of the investments the Fund is permitted to make, including its principal investments and the investment practices the Fund (either directly or through one or more Portfolios as may be described in the prospectus) is permitted to engage in. To the extent that an investment type or practice listed below is not identified in the Fund prospectus as a principal investment, the Fund generally expects to invest less than 5% of its total assets in such investment type. If a particular investment type that is checked and listed below but not referred to in the prospectus becomes a more significant part of the Funds strategy, the prospectus may be amended to disclose that investment. Information about the various investment types and practices and the associated risks checked below is included in alphabetical order in this SAI under “ Additional Information about Investment Strategies. ”
Eaton Vance High Yield Municipal Income Fund
2
SAI dated June 1, 2013
Investment Type |
Permitted for or Relevant to the Fund |
Asset-Backed Securities ( “ ABS ” ) |
|
Auction Rate Securities |
|
Build America Bonds |
√ |
Call and Put Features on Obligations |
√ |
Cash Equivalents |
√ |
Collateralized Mortgage Obligations ( “ CMOs ” ) |
|
Commercial Mortgage-Backed Securities ( “ CMBS ” ) |
|
Commodity-Related Investments |
|
Common Stocks |
|
Convertible Securities |
|
Credit Linked Securities |
√ |
Derivative Instruments and Related Risks |
√ |
Direct Investments |
|
Emerging Market Investments |
|
Equity Investments |
|
Equity Linked Securities |
|
Exchange-Traded Funds ( “ ETFs ” ) |
|
Exchange-Traded Notes ( “ ETNs ” ) |
|
Fixed-Income Securities |
√ |
Foreign Currency Transactions |
|
Foreign Investments |
|
Forward Foreign Currency Contracts |
|
Forward Rate Agreements |
√ |
Futures Contracts |
√ |
High Yield Securities |
√ |
Hybrid Instruments |
|
Illiquid Securities |
√ |
Indexed Securities |
|
Inflation-Indexed (or Inflation-Linked) Bonds |
|
Junior Loans |
|
Liquidity or Protective Put Agreements |
√ |
Loans |
|
Master Limited Partnerships ( “ MLPs ” ) |
|
Mortgage-Backed Securities ( “ MBS ” ) |
|
Mortgage Dollar Rolls |
|
Eaton Vance High Yield Municipal Income Fund
3
SAI dated June 1, 2013
Investment Type |
Permitted for or Relevant to the Fund |
Municipal lease Obligations ( “ MLOs ” ) |
√ |
Municipal Obligations |
√ |
Option Contracts |
√ |
Pooled Investment Vehicles |
|
Preferred Securities |
|
Real Estate Investment Trusts ( “ REITs ” ) |
|
Repurchase Agreements |
|
Residual Interest Bonds |
√ |
Reverse Repurchase Agreements |
|
Royalty Bonds |
|
Securities with Equity and Debt Characteristics |
|
Senior Loans |
|
Short Sales |
|
Stripped Mortgage-Backed Securities ( “ SMBS ” ) |
|
Structured Notes |
|
Swap Agreements |
√ |
Swaptions |
|
Trust Certificates |
|
U.S. Government Securities |
|
Unlisted Securities |
√ |
Variable Rate Obligations |
√ |
Warrants |
√ |
When-Issued Securities, Delayed Delivery and Forward Commitments |
√ |
Zero Coupon Bonds |
√ |
Other Disclosures Regarding Investment Practices |
Permitted for or Relevant to the Fund |
Asset Coverage |
√ |
Average Effective Maturity |
|
Borrowing for Investment Purposes |
|
Borrowing for Temporary Purposes |
√ |
Diversified Status |
√ |
Dividend Capture Trading |
|
Duration |
√ |
Events Regarding FNMA and FHLMC |
|
Fund Investing in a Portfolio |
|
Investments in the Subsidiary |
|
Eaton Vance High Yield Municipal Income Fund
4
SAI dated June 1, 2013
INVESTMENT RESTRICTIONS
The following investment restrictions of the Fund are designated as fundamental policies and as such cannot be changed without the approval of the holders of a majority of the Funds outstanding voting securities, which as used in this SAI means the lesser of: (a) 67% of the shares of the Fund present or represented by proxy at a meeting if the holders of more than 50% of the outstanding shares are present or represented at the meeting; or (b) more than 50% of the outstanding shares of the Fund. Accordingly, the Fund may not:
(1)
Borrow money or issue senior securities except as permitted by the 1940 Act;
(2)
Purchase securities on margin (but the Fund may obtain such short-term credits as may be necessary for the clearance of purchases and sales of securities). The deposit or payment by the Fund of initial or maintenance margin in connection with futures contracts or related options transactions is not considered the purchase of a security on margin;
(3)
Underwrite or participate in the marketing of securities of others, except insofar as it may technically be deemed to be an underwriter in selling a portfolio security under circumstances which may require the registration of the same under the 1933 Act;
(4)
Purchase or sell real estate, although it may purchase and sell securities which are secured by real estate and securities of companies which invest or deal in real estate;
(5)
Purchase or sell physical commodities or contracts for the purchase or sale of physical commodities; or
(6)
Make loans to any person except by (a) the acquisition of debt instruments and making portfolio investments, (b) entering into repurchase agreements and (c) lending portfolio securities.
The Funds borrowing policy is consistent with Section 18(f) of the 1940 Act, which states that it shall be unlawful for any registered open-end company to issue any class of senior security or to sell any senior security of which it is the issuer, except that any such registered company shall be permitted to borrow from any bank; provided, that immediately after any such borrowing there is an asset coverage of at least 300% for all borrowings of such registered company; and provided further, that in the event that such asset coverage shall at any time fall below 300% such registered company shall, within three days thereafter (not including Sundays and holidays) or such longer period as the SEC may prescribe by rules and regulations, reduce the amount of its borrowings to an extent that the asset coverage of such borrowings shall be at least 300%.
Notwithstanding its investment policies and restrictions, the Fund may, in compliance with the requirements of the 1940 Act, invest : (i) all of its investable assets in an open-end management investment company with substantially the same investment objective(s), policies and restrictions as the Fund; or (ii) in more than one open-end management investment company sponsored by Eaton Vance or its affiliates, provided any such company has investment objective(s), policies and restrictions that are consistent with those of the Fund.
Eaton Vance High Yield Municipal Income Fund
5
SAI dated June 1, 2013
In addition, to the extent a registered open-end investment company acquires securities of a portfolio in reliance on Section 12(d)(1)(G) under the 1940 Act, such portfolio shall not acquire any securities of a registered open-end investment company in reliance on Section 12(d)(1)(G) under the 1940 Act.
The following nonfundamental investment policies have been adopted by the Fund. A nonfundamental investment policy may be changed by the
Board
with respect to the Fund without approval by the Funds shareholders. The Fund will not:
·
make short sales of securities or maintain a short position, unless at all times when a short position is open (i) it owns an equal amount of such securities or securities convertible into or exchangeable, without payment of any further consideration, for securities of the same issue as, and equal in amount to, the securities sold short or (ii) it holds in a segregated account cash or other liquid securities (to the extent required under the 1940 Act) in an amount equal to the current market value of the securities sold short, and unless not more than 25% of its net assets (taken at current value) is held as collateral for such sales at any one time; or
·
invest more than 15% of net assets in investments which are not readily marketable, including restricted securities and repurchase agreements maturing in more than seven days. Restricted securities for the purposes of this limitation do not include securities eligible for resale pursuant to Rule 144A under the 1933 Act and commercial paper issued pursuant to Section 4(2) of said Act that the
members of the
Board
, or
their
delegate, determines to be liquid. Any such determination by a delegate will be made pursuant to procedures adopted by the Board. When investing in Rule 144A securities, the level of portfolio illiquidity may be increased to the extent that eligible buyers become uninterested in purchasing such securities.
The Fund will not invest 25% or more of its total assets in any one industry. For purposes of the foregoing policy, securities of the U.S. Government, its agencies, or instrumentalities are not considered to represent industries. Municipal obligations backed by the credit of a governmental entity are also not considered to represent industries. However, municipal obligations backed only by the assets and revenues of non-governmental users may for this purpose be deemed to be issued by such non-governmental users. The foregoing 25% limitation would apply to these issuers. As discussed in the Prospectus and this Statement of Additional Information, the Fund may invest more than 25% of its total assets in certain economic sectors, such as revenue bonds, housing, hospitals and other health care facilities, utilities and industrial development bonds.
For purposes of the Funds investment restrictions and diversification status, the determination of the issuer of any obligation, including residual interest bonds, will be made by the Funds investment adviser on the basis of the characteristics of the obligation and other relevant factors, the most significant of which is the source of funds committed to meeting interest and principal payments of such obligations. The Fund's investments in residual interest bonds and similar securities described in the Prospectus and this Statement of Additional Information will not be considered borrowing for purposes of a Fund's restrictions on borrowing described herein and in the Prospectus.
Whenever an investment policy or investment restriction set forth in the Prospectus or this SAI states a maximum percentage of assets that may be invested in any security or other asset, or describes a policy regarding quality standards, such percentage limitation or standard shall be determined immediately after and as a result of the acquisition by the Fund of such security or asset. Accordingly , unless otherwise noted , any later increase or decrease resulting from a change in values, assets or other circumstances or any subsequent rating change made by a rating service (or as determined by the investment adviser if the security is not rated by a rating agency), will not compel the Fund to dispose of such security or other asset. However, the Fund must always be in compliance with the borrowing policy and limitation on investing in illiquid securities set forth above. If a sale of securities is required to comply with the 15% limit on illiquid securities, such sales will be made in an orderly manner with consideration of the best interests of shareholders.
MANAGEMENT AND ORGANIZATION
Fund Management.
The Trustees of the Trust are responsible for the overall management and supervision of the affairs of the Trust. The
Board members
and officers of the Trust are listed below. Except as indicated, each individual has held the office shown or other offices in the same company for the last five years.
Board members
and officers of the Trust hold indefinite terms of office. The noninterested Trustees consist of those Trustees who are not interested persons of the Trust, as that term is defined under the 1940 Act. The business address of each
Board member
and officer is Two International Place, Boston, Massachusetts 02110. As used in this SAI, EVC refers to Eaton Vance Corp., EV refers to Eaton Vance, Inc
., Eaton Vance refers to Eaton Vance Management
and EVD refers to Eaton Vance Distributors, Inc. (see Principal Underwriter under Other Service Providers). EVC and EV are the corporate parent and trustee, respectively, of Eaton Vance and BMR. Each officer affiliated with Eaton Vance may hold a position with other Eaton Vance affiliates that is comparable to his or her position with Eaton Vance listed below.
Eaton Vance High Yield Municipal Income Fund
6
SAI dated June 1, 2013
Name and Year of Birth |
|
Trust
|
|
Term of Office and
|
|
Principal Occupation(s) During Past Five Years
|
|
Number of Portfolios
|
|
Other Directorships Held
|
Interested Trustee |
|
|
|
|
|
|
|
|
|
|
THOMAS E. FAUST JR.
|
|
Trustee |
|
Since 2007 |
|
Chairman, Chief Executive Officer and President of EVC, Director and President of EV, Chief Executive Officer and President of Eaton Vance and BMR, and Director of EVD. Trustee and/or officer of 184 registered investment companies. Mr. Faust is an interested person because of his positions with BMR, Eaton Vance, EVC, EVD and EV, which are affiliates of the Trust. |
|
184 |
|
Director of EVC and Hexavest Inc. |
Noninterested Trustees |
|
|
|
|
|
|
|
|
|
|
SCOTT E. ESTON
|
|
Trustee |
|
Since 2011 |
|
Private investor. Formerly held various positions at Grantham, Mayo, Van Otterloo and Co., L.L.C. (investment management firm) (1997-2009), including Chief Operating Officer (2002-2009), Chief Financial Officer (1997-2009) and Chairman of the Executive Committee (2002-2008); President and Principal Executive Officer, GMO Trust (open-end registered investment company) (2006-2009). Former Partner, Coopers and Lybrand L.L.P. (now PricewaterhouseCoopers) (public accounting firm) (1987-1997). |
|
184 |
|
None |
BENJAMIN C. ESTY
|
|
Trustee |
|
Since 2005 |
|
Roy and Elizabeth Simmons Professor of Business Administration and Finance Unit Head, Harvard University Graduate School of Business Administration. |
|
184 |
|
None |
ALLEN R. FREEDMAN
|
|
Trustee |
|
Since 2007 |
|
Private Investor. Former Chairman (2002-2004) and a Director (1983-2004) of Systems & Computer Technology Corp. (provider of software to higher education). Formerly, a Director of Loring Ward International (fund distributor) (2005-2007). Former Chairman and a Director of Indus International, Inc. (provider of enterprise management software to the power generating industry) (2005-2007). Former Chief Executive Officer of Assurant, Inc. (insurance provider) (1979-2000). |
|
184 |
|
Director of Stonemor Partners L.P. (owner and operator of cemeteries). Formerly, Director of Assurant, Inc. (insurance provider) (1979-2011). |
Eaton Vance High Yield Municipal Income Fund
7
SAI dated June 1, 2013
Name and Year of Birth |
|
Trust
|
|
Term of Office and
|
|
Principal Occupation(s) During Past Five Years
|
|
Number of Portfolios
|
|
Other Directorships Held
|
WILLIAM H. PARK
|
|
Trustee |
|
Since 2003 |
|
Consultant and private investor. Formerly, Chief Financial Officer, Aveon Group, L.P. (investment management firm) (2010-2011). Formerly, Vice Chairman, Commercial Industrial Finance Corp. (specialty finance company) (2006-2010). Formerly, President and Chief Executive Officer, Prizm Capital Management, LLC (investment management firm) (2002-2005). Formerly, Executive Vice President and Chief Financial Officer, United Asset Management Corporation (investment management firm) (1982-2001). Formerly, Senior Manager, Price Waterhouse (now PricewaterhouseCoopers) (an independent registered public accounting firm) (1972-1981). |
|
184 |
|
None |
RONALD A. PEARLMAN
|
|
Trustee |
|
Since 2003 |
|
Professor of Law, Georgetown University Law Center. Formerly, Deputy Assistant Secretary (Tax Policy) and Assistant Secretary (Tax Policy), U.S. Department of the Treasury (1983-1985). Formerly, Chief of Staff, Joint Committee on Taxation, U.S. Congress (1988-1990). |
|
184 |
|
None |
HELEN FRAME PETERS
|
|
Trustee |
|
Since 2008 |
|
Professor of Finance, Carroll School of Management, Boston College. Formerly, Dean, Carroll School of Management, Boston College (2000-2002). Formerly, Chief Investment Officer, Fixed Income, Scudder Kemper Investments (investment management firm) (1998-1999). Formerly, Chief Investment Officer, Equity and Fixed Income, Colonial Management Associates (investment management firm) (1991-1998). |
|
184 |
|
Formerly, Director of BJs Wholesale Club, Inc. (wholesale club retailer) (2004-2011). Formerly, Trustee of SPDR Index Shares Funds and SPDR Series Trust (exchange traded funds) (2000-2009). Formerly, Director of Federal Home Loan Bank of Boston (a bank for banks) (2007-2009). |
Eaton Vance High Yield Municipal Income Fund
8
SAI dated June 1, 2013
Name and Year of Birth |
|
Trust
|
|
Term of Office and
|
|
Principal Occupation(s) During Past Five Years
|
|
Number of Portfolios
|
|
Other Directorships Held
|
LYNN A. STOUT
|
|
Trustee |
|
Since 1998 |
|
Distinguished Professor of Corporate and Business Law, Jack G. Clarke Business Law Institute, Cornell University Law School. Formerly, the Paul Hastings Professor of Corporate and Securities Law (2006-2012) and Professor of Law (2001-2006), University of California at Los Angeles School of Law. |
|
184 |
|
None |
HARRIETT TEE TAGGART
|
|
Trustee |
|
Since 2011 |
|
Managing Director, Taggart Associates (a professional practice firm). Formerly, Partner and Senior Vice President, Wellington Management Company, LLP (investment management firm) (1983-2006). |
|
184 |
|
Director of Albemarle Corporation (chemicals manufacturer) (since 2007) and The Hanover Group (specialty property and casualty insurance company) (since 2009). Formerly, Director of Lubrizol Corporation (specialty chemicals) (2007-2011). |
RALPH F. VERNI
|
|
Chairman of the Board and Trustee |
|
Chairman of the Board since 2007 and Trustee since 2005 |
|
Consultant and private investor. Formerly, Chief Investment Officer (1982-1992), Chief Financial Officer (1988-1990) and Director (1982-1992), New England Life. Formerly, Chairperson, New England Mutual Funds (1982-1992). Formerly, President and Chief Executive Officer, State Street Management & Research (1992-2000). Formerly, Chairperson, State Street Research Mutual Funds (1992-2000). Formerly, Director, W.P. Carey, LLC (1998-2004) and First Pioneer Farm Credit Corp. (2002-2006). |
|
184 |
|
None |
(1)
Includes both master and feeder funds in a master-feeder structure.
(2)
During their respective tenures, the Trustees (except for Mr. Eston and Ms. Taggart) also served as
Board members
of one or more of the following
funds (which operated in the years noted): Eaton Vance Credit Opportunities Fund (launched in 2005 and terminated in 2010); Eaton Vance Insured Florida Plus Municipal Bond Fund (launched in 2002 and terminated in 2009); and Eaton Vance National Municipal Income Trust (launched in 1998 and terminated in 2009).
*
Prior to 2013, Mr. Kirchner served as Assistant Treasurer of the Trust and each Portfolio, if applicable, since 2007.
Eaton Vance High Yield Municipal Income Fund
9
SAI dated June 1, 2013
The Board
has general oversight responsibility with respect to the business and affairs of the Trust and the Fund. The Board has engaged an investment adviser and (if applicable) a sub-adviser (collectively the adviser) to manage the Fund and an administrator to administer the Fund and is responsible for overseeing such adviser and administrator and other service providers to the Trust and the Fund. The Board is currently composed of ten Trustees, including nine Trustees who are not interested persons of the Fund, as that term is defined in the 1940 Act (each a noninterested Trustee). In addition to eight regularly scheduled meetings per year, the Board holds special meetings or informal conference calls to discuss specific matters that may require action prior to the next regular meeting. As discussed below, the Board has established five committees to assist the Board in performing its oversight responsibilities.
The Board has appointed a noninterested Trustee to serve in the role of Chairman. The Chairmans primary role is to participate in the preparation of the agenda for meetings of the Board and the identification of information to be presented to the Board with respect to matters to be acted upon by the Board. The Chairman also presides at all meetings of the Board and acts as a liaison with service providers, officers, attorneys, and other
Board members
generally between meetings. The Chairman may perform such other functions as may be requested by the Board from time to time. Except for any duties specified herein or pursuant to the Trusts Declaration of Trust or By-laws, the designation of Chairman does not impose on such noninterested Trustee any duties, obligations or liability that is greater than the duties, obligations or liability imposed on such person as a member of the Board, generally.
The Fund and the Trust are subject to a number of risks, including, among others, investment, compliance, operational, and valuation risks. Risk oversight is part of the Boards general oversight of the Fund and the Trust and is addressed as part of various activities of the Board
and its Committees. As part of its oversight of the Fund and Trust, the Board directly, or through a Committee, relies on and reviews reports from, among others, Fund management, the adviser, the administrator, the principal underwriter, the Chief Compliance Officer (the CCO), and other Fund service providers responsible for day-to-day oversight of Fund investments, operations and compliance to assist the Board in identifying and understanding the nature and extent of risks and determining whether, and to what extent, such risks can be mitigated. The Board also interacts with the CCO and with senior personnel of the adviser, administrator, principal underwriter and other Fund service providers and provides input on risk management issues during meetings of the Board and its Committees. Each of the adviser, administrator, principal underwriter and the other Fund service providers has its own, independent interest and responsibilities in risk management, and its policies and methods for carrying out risk management functions will depend, in part, on its individual priorities, resources and controls. It is not possible to identify all of the risks that may affect the Fund or to develop processes and controls to eliminate or mitigate their occurrence or effects. Moreover, it is necessary to bear certain risks (such as investment-related risks) to achieve the Funds goals.
The Board, with the assistance of management and with input from the Board's various committees, reviews investment policies and risks in connection with its review of Fund performance. The Board has appointed a Fund Chief Compliance Officer who oversees the implementation and testing of the Fund compliance program and reports to the Board regarding compliance matters for the Fund and its principal service providers. In addition, as part of the Boards periodic review of the advisory, subadvisory (if applicable), distribution and other service provider agreements, the Board may consider risk management aspects of their operations and the functions for which they are responsible. With respect to valuation, the Board approves and periodically reviews valuation policies and procedures applicable to valuing the Funds shares. The administrator, the investment adviser and the sub-adviser (if applicable) are responsible for the implementation and day-to-day administration of these valuation policies and procedures and provides reports periodically to the Board regarding these and related matters. In addition, the Board or the Audit Committee of the Board receives reports periodically from the independent public accounting firm for the Fund regarding tests performed by such firm on the valuation of all securities, as well as with respect to other risks associated with mutual funds. Reports received from service providers, legal counsel and the independent public accounting firm assist the Board in performing its oversight function.
The Trusts Declaration of Trust does not set forth any specific qualifications to serve as a Trustee. The Charter of the Governance Committee also does not set forth any specific qualifications, but does set forth certain factors that the Committee may take into account in considering noninterested Trustee candidates. In general, no one factor is decisive in the selection of an individual to join the Board. Among the factors the Board considers when concluding that an individual should serve on the Board are the following: (i) knowledge in matters relating to the mutual fund industry; (ii) experience as a director or senior officer of public companies; (iii) educational background; (iv) reputation for high ethical standards and professional integrity; (v) specific financial, technical or other expertise, and the extent to which such expertise would complement the Board
members
existing mix of skills, core competencies and qualifications; (vi) perceived ability to contribute to the ongoing functions of the Board
, including the ability and commitment to attend meetings regularly and work collaboratively with other members of the Board
; (vii) the ability to qualify as a noninterested Trustee for purposes of the 1940 Act and any other actual or potential
Eaton Vance High Yield Municipal Income Fund
10
SAI dated June 1, 2013
conflicts of interest involving the individual and the Fund; and (viii) such other factors as the Board determines to be relevant in light of the existing composition of the Board
.
Among the attributes or skills common to all
Board members
are their ability to review critically, evaluate, question and discuss information provided to them, to interact effectively with the other
members of the Board
, management, sub-advisers, other service providers, counsel and independent registered public accounting firms, and to exercise effective and independent business judgment in the performance of their duties as
members of the Board.
Each
Board members
ability to perform his or her duties effectively has been attained through the
Board members
business, consulting, public service and/or academic positions and through experience from service as a
member
of the Boards of
the Eaton Vance
family
of funds
(Eaton Vance Fund Boards)
(and/or in other capacities, including for any predecessor funds), public companies, or non-profit entities or other organizations as set forth below. Each
Board members
ability to perform his or her duties effectively also has been enhanced by his or her educational background, professional training, and/or other life experiences.
In respect of each current
member of the Board
, the individuals substantial professional accomplishments and experience, including in fields related to the operations of
registered investment companies
, were a significant factor in the determination that the individual should serve as a
member of the Board.
The following is a summary of each
Board members
particular professional experience and additional considerations that contributed to the Boards conclusion that he or she should serve as a
member of the Board
:
Scott E. Eston.
Mr. Eston has served as a
member of
the Eaton Vance
Fund Boards
since 2011. He currently serves on the investment and advisory board of the BAC Seed Fund, a real estate investment firm
.
From 1997 through 2009, Mr. Eston served in several capacities at Grantham, Mayo, Van Otterloo and Co. (GMO), including as Chairman of the Executive Committee and Chief Operating and Chief Financial Officer, and also as the President and Principal Executive officer of GMO Trust, an affiliated open-end registered investment company. From 1978 through 1997, Mr. Eston was employed at Coopers & Lybrand L.L.P. (now PricewaterhouseCoopers) (since 1987 as a Partner).
Benjamin C. Esty.
Mr. Esty has served as a
member of
the Eaton Vance
Fund Boards
since 2005 and is the Chairperson of the Portfolio Management Committee. He is the Roy and Elizabeth Simmons Professor of Business Administration and Finance Unit Head at the Harvard University Graduate School of Business Administration.
Thomas E. Faust Jr.
Mr. Faust has served as a
member of
the Eaton Vance
Fund Boards
since 2007. He is currently Chairman, Chief Executive Officer and President of EVC, Director and President of EV, Chief Executive Officer and President of Eaton Vance and BMR, and Director of EVD. Mr.
Faust has served as a Director of Hexavest Inc. since 2012. Mr.
Faust previously served as an equity analyst, portfolio manager, Director of Equity Research and Management and Chief Investment Officer of Eaton Vance (1985-2007). He holds B.S. degrees in Mechanical Engineering and Economics from the Massachusetts Institute of Technology and an MBA from Harvard Business School. Mr. Faust has been a Chartered Financial Analyst since 1988.
Allen R. Freedman.
Mr. Freedman has served as a
member of
the Eaton Vance
Fund Boards
since 2007
and is the Chairperson of the Governance Committee
. Mr. Freedman also serves as a Director of Stonemor Partners L.P. where he also serves as the Chair of the Audit Committee and a member of the Trust and Compliance Committee. Mr. Freedman was previously a Director of Assurant, Inc. from 1979-2011, a Director of Systems & Computer Technology Corp. from 1983-2004 and Chairman from 2002-2004, a Director of Loring Ward International from 2005-2007 and Chairman and a Director of Indus International, Inc. from 2005-2007. Mr. Freedman was formerly the Chairman and Chief Executive Officer of Fortis, Inc. (predecessor to Assurant, Inc.), a specialty insurance company
from which he retired in 2000. Mr. Freedman also served as a Director of the Fortis Mutual Funds and First Fortis Life Insurance Company.
Mr. Freedman is a founding director of the Association of Audit Committee Members, Inc.
William H. Park.
Mr. Park has served as a
member of
the Eaton Vance
Fund Boards
since 2003 and is the Chairperson of the Audit Committee. Mr. Park was formerly the Chief Financial Officer of Aveon Group, L.P. from 2010-2011. Mr. Park also served as Vice Chairman of Commercial Industrial Finance Corp. from 2006-2010, as President and Chief Executive Officer of Prizm Capital Management, LLC from 2002-2005, as Executive Vice President and Chief Financial Officer of United Asset Management Corporation from 1982-2001 and as Senior Manager of Price Waterhouse (now PricewaterhouseCoopers) from 1972-1981.
Ronald A. Pearlman.
Mr. Pearlman has served as a
member of
the Eaton Vance
Fund Boards
since 2003 and is the Chairperson of the Compliance Reports and Regulatory Matters Committee. He is a Professor of Law at Georgetown University Law Center. Previously, Mr. Pearlman was Deputy Assistant Secretary (Tax Policy) and Assistant Secretary (Tax Policy), U.S.
Eaton Vance High Yield Municipal Income Fund
11
SAI dated June 1, 2013
Department of the Treasury from 1983-1985 and served as Chief of Staff, Joint Committee on Taxation, U.S. Congress from 1988-1990. Mr. Pearlman was engaged in the private practice of law from 1969-2000, with the exception of the periods of government service. He represented large domestic and multinational businesses in connection with the tax aspects of complex transactions and high net worth individuals in connection with tax and business planning.
Helen Frame Peters.
Ms. Peters has served as a
member of
the Eaton Vance
Fund Boards
since 2008. She is currently a Professor of Finance at Carroll School of Management, Boston College and was formerly Dean of Carroll School of Management from 2000-2002. Ms. Peters was previously a Director of BJs Wholesale Club, Inc. from 2004-2011. In addition, Ms. Peters was the Chief Investment Officer, Fixed Income at Scudder Kemper Investments from 1998-1999 and Chief Investment Officer, Equity and Fixed Income at Colonial Management Associates from 1991-1998. Ms. Peters also served as a Trustee of SPDR Index Shares Funds and SPDR Series Trust from 2000-2009 and as a Director of the Federal Home Loan Bank of Boston from 2007-2009.
Lynn A. Stout.
Ms. Stout has served as a
member of
the Eaton Vance
Fund Boards
since 1998
. She has been a Distinguished Professor of Corporate and Business Law at the Cornell University Law School since 2012. Previously, Ms. Stout was the Paul Hastings Professor of Corporate and Securities Law from 2006-2012 and Professor of Law from 2001-2006 at the University of California at Los Angeles School of Law.
Harriett Tee Taggart.
Ms. Taggart has served as a
member of
the Eaton Vance
Fund Boards
since 2011. She currently manages a professional practice, Taggart Associates. Since 2007, Ms. Taggart has been a Director of
Albemarle
Corporation, a specialty chemical company where she
serves as
a member
of the Audit Committee and member of the Nomination and Governance Committee. Since 2009 she has served as a Director of the Hanover Insurance Group, Inc. where she also serves as member of the Audit Committee. Ms. Taggart is also a trustee or member of several major non-profit boards, advisory committees and endowment investment companies. From 1983 through 2006, Ms. Taggart served in several capacities at Wellington Management Company, LLP, an investment management firm, including as a Partner, Senior Vice President and chemical industry sector portfolio manager. Ms. Taggart also served as a Director of the Lubrizol Corporation, a specialty chemicals manufacturer from 2007-2011.
Ralph F. Verni.
Mr. Verni has served as a
member of
the Eaton Vance
Fund Boards
since 2005 and is the Independent Chairperson of the Board and the Chairperson of the Contract Review Committee. Mr. Verni was formerly the Chief Investment Officer (from 1982-1992), Chief Financial Officer (from 1988-1990) and Director (from 1982-1992) of New England Life. Mr. Verni was also the Chairperson of the New England Mutual Funds from 1982-1992; President and Chief Executive Officer of State Street Management & Research from 1992-2000; Chairperson of the State Street Research Mutual Funds from 1992-2000; Director of W.P. Carey, LLC from 1998-2004; and Director of First Pioneer Farm Credit Corp. from 2002-2006. Mr. Verni has been a Chartered Financial Analyst since 1977.
The Board of
the Trust
has
several standing Committees, including the Governance Committee, the Audit Committee, the Portfolio Management Committee, the Compliance Reports and Regulatory Matters Committee and the Contract Review Committee. Each of the Committees are comprised of only noninterested Trustees.
Messrs. Freedman
(Chair),
Eston, Esty,
Park, Pearlman and Verni
, and Mmes. Peters, Stout and Taggart
are members of the Governance Committee. The purpose of the Governance Committee is to consider, evaluate and make recommendations to the Board
with respect to the structure, membership and operation of the Board
and the Committees thereof, including the nomination and selection of noninterested Trustees and a Chairperson of the Board
and the compensation of such persons. During the fiscal year ended January 31,
2013
, the Governance Committee convened
five
times.
The Governance Committee will, when a vacancy exists or is anticipated, consider any nominee for noninterested Trustee recommended by a shareholder if such recommendation is submitted in writing to the Governance Committee, contains sufficient background information concerning the candidate, including evidence the candidate is willing to serve as a noninterested Trustee if selected for the position, and is received in a sufficiently timely manner.
Messrs. Park (Chair), Eston
, Pearlman
and Verni, and
Ms
. Peters
are members of the Audit Committee. The Board
has designated Mr. Park, a noninterested Trustee, as audit committee financial expert. The Audit Committees purposes are to (i) oversee the Funds accounting and financial reporting processes, its internal control over financial reporting, and, as appropriate, the internal control over financial reporting of certain service providers; (ii) oversee or, as appropriate, assist Board oversight of the quality and integrity of the Funds financial statements and the independent audit thereof; (iii) oversee, or, as appropriate, assist Board oversight of, the Funds compliance with legal and regulatory requirements that relate to the Funds accounting and financial reporting, internal control over financial reporting and independent audits; (iv) approve prior to appointment the
Eaton Vance High Yield Municipal Income Fund
12
SAI dated June 1, 2013
engagement and, when appropriate, replacement of the independent registered public accounting firm, and, if applicable, nominate the independent registered public accounting firm to be proposed for shareholder ratification in any proxy statement of the Fund; (v) evaluate the qualifications, independence and performance of the independent registered public accounting firm and the audit partner in charge of leading the audit; and (vi) prepare, as necessary, audit committee reports consistent with the requirements of applicable SEC and stock exchange rules for inclusion in the proxy statement of the Fund. During the fiscal year ended January 31,
2013
, the Audit Committee convened
twenty-one
times.
Messrs. Verni (Chair), Esty, Freedman
and
Park
, and Mmes. Peters
, Stout
and Taggart are currently members of the Contract Review Committee. The purposes of the Contract Review Committee are to consider, evaluate and make recommendations to the Board
concerning the following matters: (i) contractual arrangements with each service provider to the Fund, including advisory, sub-advisory, transfer agency, custodial and fund accounting, distribution services and administrative services; (ii) any and all other matters in which any service provider (including Eaton Vance or any affiliated entity thereof) has an actual or potential conflict of interest with the interests of the Fund or investors therein; and (iii) any other matter appropriate for review by the noninterested Trustees, unless the matter is within the responsibilities of the other Committees of the Board
. During the fiscal year ended January 31,
2013
, the Contract Review Committee convened
ten
times.
Messrs. Esty (Chair) and Freedman, and Mmes. Peters and Taggart are currently members of the Portfolio Management Committee. The purposes of the Portfolio Management Committee are to: (i) assist the Board
in its oversight of the portfolio management process employed by the Fund and its investment adviser and sub-adviser(s), if applicable, relative to the Funds stated objective(s), strategies and restrictions; (ii) assist the Board
in its oversight of the trading policies and procedures and risk management techniques applicable to the Fund; and (iii) assist the Board
in its monitoring of the performance results of all funds and portfolios, giving special attention to the performance of certain funds and portfolios that it or the Board
identifies from time to time. During the fiscal year ended January 31,
2013
, the Portfolio Management Committee convened
nine
times.
Messrs. Pearlman (Chair) and Eston, and Ms. Stout are currently members of the Compliance Reports and Regulatory Matters Committee. The purposes of the Compliance Reports and Regulatory Matters Committee are to: (i) assist the Board
in its oversight role with respect to compliance issues and certain other regulatory matters affecting the Fund; (ii) serve as a liaison between the Board
and the Funds CCO; and (iii) serve as a qualified legal compliance committee within the rules promulgated by the SEC. During the fiscal year ended January 31,
2013
, the Compliance Reports and Regulatory Matters Committee convened
fifteen
times.
Share Ownership.
The following table shows the dollar range of equity securities beneficially owned by each Trustee in the Fund and in
the
Eaton Vance
family of
funds overseen by the Trustee as of December 31,
2012
.
Name of Trustee |
Dollar Range of Equity Securities
|
Aggregate Dollar Range of Equity
|
Interested Trustee |
|
|
Thomas E. Faust Jr. |
None |
over $100,000 |
Noninterested Trustees |
|
|
Scott E. Eston ^ |
None |
over $100,000* |
Benjamin C. Esty |
None |
over $100,000 |
Allen R. Freedman |
None |
over $100,000 |
William H. Park |
None |
over $100,000 |
Eaton Vance High Yield Municipal Income Fund
13
SAI dated June 1, 2013
Name of Trustee |
Dollar Range of Equity Securities
|
Aggregate Dollar Range of Equity
|
Ronald A. Pearlman |
None |
over $100,000 |
Helen Frame Peters |
None |
over $100,000 |
Lynn A. Stout |
None |
over $100,000 * |
Harriett Tee Taggart ^ |
None |
over $100,000 |
Ralph F. Verni |
None |
over $100,000 |
* Includes shares which may be deemed to be beneficially owned through the Trustee Deferred Compensation Plan. ^ |
As of December 31,
2012
, no noninterested Trustee or any of their immediate family members owned beneficially or of record any class of securities of EVC, EVD or any person controlling, controlled by or under common control with EVC or EVD.
During the calendar years ended December 31,
2011
and December 31,
2012
, no noninterested Trustee (or their immediate family members) had:
(1)
Any direct or indirect interest in Eaton Vance, EVC, EVD or any person controlling, controlled by or under common control with EVC or EVD;
(2)
Any direct or indirect material interest in any transaction or series of similar transactions with (i) the Trust or any Fund; (ii) another fund managed by EVC, distributed by EVD or a person controlling, controlled by or under common control with EVC or EVD; (iii) EVC or EVD; (iv) a person controlling, controlled by or under common control with EVC or EVD; or (v) an officer of any of the above; or
(3)
Any direct or indirect relationship with (i) the Trust or any Fund; (ii) another fund managed by EVC, distributed by EVD or a person controlling, controlled by or under common control with EVC or EVD; (iii) EVC or EVD; (iv) a person controlling, controlled by or under common control with EVC or EVD; or (v) an officer of any of the above.
During the calendar years ended December 31,
2011
and December 31,
2012
, no officer of EVC, EVD or any person controlling, controlled by or under common control with EVC or EVD served on the Board of Directors of a company where a noninterested Trustee of the Trust or any of their immediate family members served as an officer.
Noninterested Trustees may elect to defer receipt of all or a percentage of their annual fees in accordance with the terms of a Trustees Deferred Compensation Plan (the
Deferred Compensation
Plan). Under the
Deferred Compensation
Plan, an eligible
Board member
may elect to have his or her deferred fees invested in the shares of one or more funds in the Eaton Vance family of funds, and the amount paid to the
Board members
under the
Deferred Compensation
Plan will be determined based upon the performance of such investments. Deferral of
Board members
fees in accordance with the
Deferred Compensation
Plan will have a negligible effect on the assets, liabilities, and net income of a participating fund or portfolio, and do not require that a participating
Board member
be retained. There is no retirement plan for
Board members
.
Eaton Vance High Yield Municipal Income Fund
14
SAI dated June 1, 2013
The fees and expenses of the Trustees of the Trust are paid by the Fund (and other series of the Trust). (A
Board member
who is a member of the Eaton Vance organization receives no compensation from the Trust.) During the fiscal year ended January 31,
2013
, the Trustees of the Trust earned the following compensation in their capacities as
Board members
from the Trust. For the year ended December 31,
2012
, the
Board members
earned the following compensation in their capacities as
members
of the
Eaton Vance Fund
Boards
(1)
:
Source of Compensation |
Scott E. Eston |
Benjamin C.
|
Allen R.
|
William H.
|
Ronald A.
|
Helen Frame
|
Lynn A.
|
Harriett Tee Taggart |
Ralph F.
|
Trust (2) |
$ 8,796 |
$ 9,529 |
$ 8,796 |
$ 9,529 |
$ 9,529 |
$ 8,796 |
$ 9,529 |
$ 8,796 |
$ 13,194 |
Trust and Fund Complex (1) |
$ 240,000 (3) |
$ 260,000 |
$ 245,000 |
$ 260,000 |
$ 260,000 |
$ 240,000 |
$ 260,000 (4) |
$ 240,000 |
$ 360,000 (5) |
(1)
As of June 1,
2013
, the Eaton Vance fund complex consists of
184
registered investment companies or series thereof.
(2)
The Trust consisted of 4 Funds as of January 31,
2013
.
(3)
Includes $228,679 of deferred compensation.
(4)
Includes $45,000 of deferred compensation.
(5)
Includes $171,250 of deferred compensation.
Organization. The Fund is a series of the Trust, which was organized under Massachusetts law on October 25, 1993 and is operated as an open-end management investment company. The Trust may issue an unlimited number of shares of beneficial interest (no par value per share) in one or more series (such as the Fund). The Trustees of the Trust have divided the shares of the Fund into multiple classes. Each class represents an interest in the Fund, but is subject to different expenses, rights and privileges. The Trustees have the authority under the Declaration of Trust to create additional classes of shares with differing rights and privileges. When issued and outstanding, shares are fully paid and nonassessable by the Trust. Shareholders are entitled to one vote for each full share held. Fractional shares may be voted proportionately. Shares of the Fund will be voted together except that only shareholders of a particular class may vote on matters affecting only that class. Shares have no preemptive or conversion rights and are freely transferable. In the event of the liquidation of the Fund, shareholders of each class are entitled to share pro rata in the net assets attributable to that class available for distribution to shareholders.
As permitted by Massachusetts law, there will normally be no meetings of shareholders for the purpose of electing Trustees unless and until such time as less than a majority of the Trustees of the Trust holding office have been elected by shareholders. In such an event the Trustees then in office will call a shareholders meeting for the election of Trustees. Except for the foregoing circumstances and unless removed by action of the shareholders in accordance with the Trusts By-laws, the Trustees shall continue to hold office and may appoint successor Trustees. The Trusts By-laws provide that no person shall serve as a Trustee if shareholders holding two-thirds of the outstanding shares have removed him or her from that office either by a written declaration filed with the Trusts custodian or by votes cast at a meeting called for that purpose. The By-laws further provide that under certain circumstances the shareholders may call a meeting to remove a Trustee and that the Trust is required to provide assistance in communication with shareholders about such a meeting.
The Trusts Declaration of Trust may be amended by the Trustees when authorized by vote of a majority of the outstanding voting securities of the Trust, the financial interests of which are affected by the amendment. The Trustees may also amend the Declaration of Trust without the vote or consent of shareholders to change the name of the Trust or any series or to make such other changes (such as reclassifying series or classes of shares or restructuring the Trust) as do not have a materially adverse effect on the financial interests of shareholders or if they deem it necessary to conform it to applicable federal or state laws or regulations. The Trusts By-laws provide that the Trust will indemnify its Trustees and officers against liabilities and expenses incurred in connection with any litigation or proceeding in which they may be involved because of their offices with the Trust. However, no indemnification will be provided to any Trustee or officer for any liability to the Trust or shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office.
The Trust or any series or class thereof may be terminated by: (1) the affirmative vote of the holders of not less than two-thirds of the shares outstanding and entitled to vote at any meeting of shareholders of the Trust or the appropriate series or class thereof, or by an instrument or instruments in writing without a meeting, consented to by the holders of two-thirds of the shares of the Trust or a series or class thereof, provided, however, that, if such termination is recommended by the Trustees, the vote of a majority of the outstanding voting securities of the Trust or a series or class thereof entitled to vote thereon shall be sufficient authorization; or (2) by the approval of a majority of the Trustees then in office, to be followed by a written notice to shareholders.
Eaton Vance High Yield Municipal Income Fund
15
SAI dated June 1, 2013
Under Massachusetts law, if certain conditions prevail, shareholders of a Massachusetts business trust (such as the Trust) could be deemed to have personal liability for the obligations of the Trust. Numerous investment companies registered under the 1940 Act have been formed as Massachusetts business trusts, and management is not aware of an instance where such liability has been imposed. The Trusts Declaration of Trust contains an express disclaimer of liability on the part of Fund shareholders and the Trusts By-laws provide that the Trust shall assume the defense on behalf of any Fund shareholders. The Declaration of Trust also contains provisions limiting the liability of a series or class to that series or class. Moreover, the Trusts By-laws also provide for indemnification out of Fund property of any shareholder held personally liable solely by reason of being or having been a shareholder for all loss or expense arising from such liability. The assets of the Fund are readily marketable and will ordinarily substantially exceed its liabilities. In light of the nature of the Funds business and the nature of its assets, management believes that the possibility of the Funds liability exceeding its assets, and therefore the shareholders risk of personal liability, is remote.
Proxy Voting Policy.
The Board
adopted a proxy voting policy and procedures (the Fund Policy), pursuant to which the
Board has
delegated proxy voting responsibility to the investment adviser and adopted the proxy voting policies and procedures of the investment adviser (the
Adviser
Policies). An independent proxy voting service has been retained to assist in the voting of Fund proxies through the provision of vote analysis, implementation and recordkeeping and disclosure services. The
members of the Board
will review the Funds proxy voting records from time to time and will annually consider approving the
Adviser
Policies for the upcoming year. For a copy of the Fund Policy and Adviser Policies, see Appendix F and Appendix G, respectively. Pursuant to certain provisions of the 1940 Act and certain exemptive orders relating to funds investing in other funds, a Fund or Portfolio may be required or may elect to vote its interest in another fund in the same proportion as the holders of all other shares of that fund. Information on how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available (1) without charge, upon request, by calling 1-800-262-1122, and (2) on the SECs website at http://www.sec.gov.
INVESTMENT ADVISORY AND ADMINISTRATIVE SERVICES
Investment Advisory Services. The investment adviser manages the investments and affairs of the Fund and provides related office facilities and personnel subject to the supervision of the Trusts Board of Trustees. The investment adviser furnishes investment research, advice and supervision, furnishes an investment program and determines what securities will be purchased, held or sold by the Fund and what portion, if any, of the Funds assets will be held uninvested. The Investment Advisory Agreement requires the investment adviser to pay the salaries and fees of all officers and Trustees who are members of the investment adviser's organization and all personnel of the investment adviser performing services relating to research and investment activities.
For a description of the compensation that the Fund pays the investment adviser, see the Prospectus. The following table sets forth the net assets of the Fund and the advisory fees for the three fiscal years ended January 31,
2013
.
Net Assets at
|
Advisory Fee for Fiscal Years Ended |
||
January 31, 2013 |
January 31, 2012 |
January 31, 2011 |
|
$753,543,032 |
$3,466,804 |
$3,289,945 |
$4,157,931 |
The Investment Advisory Agreement with the investment adviser continues in effect from year to year so long as such continuance is approved at least annually (i) by the vote of a majority of the noninterested Trustees of the Trust cast in person at a meeting specifically called for the purpose of voting on such approval and (ii) by the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund. The Agreement may be terminated at any time without penalty on sixty (60) days written notice by the Board
of either party, or by vote of the majority of the outstanding voting securities of the Fund, and the Agreement will terminate automatically in the event of its assignment. The Agreement provides that the investment adviser may render services to others. The Agreement also provides that the investment adviser shall not be liable for any loss incurred in connection with the performance of its duties, or action taken or omitted under the Agreement, in the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of its obligations and duties thereunder, or for any losses sustained in the acquisition, holding or disposition of any security or other investment.
Information About BMR and Eaton Vance. BMR and Eaton Vance are business trusts organized under the laws of The Commonwealth of Massachusetts. EV serves as trustee of BMR and Eaton Vance. EV and Eaton Vance are wholly-owned subsidiaries of EVC, a Maryland corporation and publicly-held holding company. BMR is an indirect subsidiary of EVC. EVC through its subsidiaries and affiliates 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., Dorothy E. Puhy, Duncan W. Richardson, Winthrop H. Smith, Jr. and Richard A. Spillane, Jr. All shares of the outstanding Voting Common Stock of EVC are deposited in
Eaton Vance High Yield Municipal Income Fund
16
SAI dated June 1, 2013
a Voting Trust, the Voting Trustees of which are Mr. Faust, Jeffrey P. Beale, Daniel C. Cataldo, Cynthia J. Clemson, Maureen A. Gemma, Laurie G. Hylton, Brian D. Langstraat, Michael R. Mach, Frederick S. Marius, David C. McCabe, Thomas M. Metzold, Scott H. Page, Mr. Richardson, Walter A. Row, III, Judith A. Saryan, David M. Stein, Payson F. Swaffield,
Michael W. Weilheimer and Matthew J. Witkos (all of whom are officers of Eaton Vance or its affiliates). The Voting Trustees have unrestricted voting rights for the election of Directors of EVC. All of the outstanding voting trust receipts issued under said Voting Trust are owned by certain of the officers of BMR and Eaton Vance who may also be officers, or officers and Directors of EVC and EV. As indicated under Management and Organization, all of the officers of the Trust (as well as Mr. Faust who is also a Trustee) hold positions in the Eaton Vance organization.
Code of Ethics. The investment adviser, principal underwriter, and the Fund have adopted Codes of Ethics governing personal securities transactions. Under the Codes, employees of the investment adviser and the principal underwriter may purchase and sell securities (including securities held or eligible for purchase by the Fund) subject to the provisions of the Codes and certain employees are also subject to pre-clearance, reporting requirements and other procedures.
Portfolio Managers. The portfolio managers (each referred to as a portfolio manager) of the Fund are listed below. Each portfolio manager manages other investment companies and/or investment accounts in addition to the Fund. The following table shows, as of the Funds most recent fiscal year end, the number of accounts each portfolio manager managed in each of the listed categories and the total assets (in millions of dollars) in the accounts managed within each category. The table also shows the number of accounts with respect to which the advisory fee is based on the performance of the account, if any, and the total assets (in millions of dollars) in those accounts.
|
Number of
|
Total Assets of
|
Number of Accounts
|
Total Assets of Accounts
|
Cynthia J. Clemson |
|
|
|
|
Registered Investment Companies |
10 |
$ 2,436.7 |
0 |
$ 0 |
Other Pooled Investment Vehicles |
0 |
$ 0 |
0 |
$ 0 |
Other Accounts |
0 |
$ 0 |
0 |
$ 0 |
Thomas M. Metzold |
|
|
|
|
Registered Investment Companies |
8 |
$ 7,124.1 |
0 |
$ 0 |
Other Pooled Investment Vehicles |
0 |
$ 0 |
0 |
$ 0 |
Other Accounts |
0 |
$ 0 |
0 |
$ 0 |
Ms. Clemson owned between $10,001 - $50,000 of the Fund and Mr. Metzold did not beneficially own any shares of the Fund as of the Funds most recent fiscal year ended January 31,
2013
. Ms. Clemson and Mr. Metzold both beneficially owned over $1,000,000 in the Eaton Vance family of funds as of December 31,
2012
.
It is possible that conflicts of interest may arise in connection with a portfolio managers management of the Funds investments on the one hand and the investments of other accounts for which the portfolio manager is responsible for on the other. For example, a portfolio manager may have conflicts of interest in allocating management time, resources and investment opportunities among the Fund and other accounts he or she advises. In addition, due to differences in the investment strategies or restrictions between the Fund and the other accounts, a portfolio manager may take action with respect to another account that differs from the action taken with respect to the Fund. In some cases, another account managed by a portfolio manager may compensate the investment adviser based on the performance of the securities held by that account. The existence of such a performance based fee may create additional conflicts of interest for the portfolio manager in the allocation of management time, resources and investment opportunities. Whenever conflicts of interest arise, the portfolio manager will endeavor to exercise his or her discretion in a manner that he or she believes is equitable to all interested persons. The investment adviser has adopted several policies and procedures designed to address these potential conflicts including a code of ethics and policies that govern the investment advisers trading practices, including among other things the aggregation and allocation of trades among clients, brokerage allocation, cross trades and best execution.
Compensation Structure for BMR. Compensation of the investment advisers portfolio managers and other investment professionals has three primary components: (1) a base salary, (2) an annual cash bonus, and (3) annual stock-based compensation consisting of options to purchase shares of EVCs nonvoting common stock and restricted shares of EVCs nonvoting common stock. The investment advisers investment professionals also receive certain retirement, insurance and other benefits that are broadly available to the investment advisers employees. Compensation of the investment advisers investment
Eaton Vance High Yield Municipal Income Fund
17
SAI dated June 1, 2013
professionals is reviewed primarily on an annual basis. Cash bonuses, stock-based compensation awards, and adjustments in base salary are typically paid or put into effect at or shortly after the October 31st fiscal year end of EVC.
Method to Determine Compensation. The investment adviser compensates its portfolio managers based primarily on the scale and complexity of their portfolio responsibilities and the total return performance of managed funds and accounts versus the benchmark(s) stated in the prospectus, as well as an appropriate peer group (as described below). In addition to rankings within peer groups of funds on the basis of absolute performance, consideration may also be given to relative risk-adjusted performance. Risk-adjusted performance measures include, but are not limited to, the Sharpe ratio. Performance is normally based on periods ending on the September 30th preceding fiscal year end. Fund performance is normally evaluated primarily versus peer groups of funds as determined by Lipper Inc. and/or Morningstar, Inc. When a funds peer group as determined by Lipper or Morningstar is deemed by the investment advisers management not to provide a fair comparison, performance may instead be evaluated primarily against a custom peer group or market index. In evaluating the performance of a fund and its manager, primary emphasis is normally placed on three-year performance, with secondary consideration of performance over longer and shorter periods. For funds that are tax-managed or otherwise have an objective of after-tax returns, performance is measured net of taxes. For other funds, performance is evaluated on a pre-tax basis. For funds with an investment objective other than total return (such as current income), consideration will also be given to the funds success in achieving its objective. For managers responsible for multiple funds and accounts, investment performance is evaluated on an aggregate basis, based on averages or weighted averages among managed funds and accounts. Funds and accounts that have performance-based advisory fees are not accorded disproportionate weightings in measuring aggregate portfolio manager performance.
The compensation of portfolio managers with other job responsibilities (such as heading an investment group or providing analytical support to other portfolios) will include consideration of the scope of such responsibilities and the managers performance in meeting them.
The investment adviser seeks to compensate portfolio managers commensurate with their responsibilities and performance, and competitive with other firms within the investment management industry. The investment adviser participates in investment-industry compensation surveys and utilizes survey data as a factor in determining salary, bonus and stock-based compensation levels for portfolio managers and other investment professionals. Salaries, bonuses and stock-based compensation are also influenced by the operating performance of the investment adviser and its parent company. The overall annual cash bonus pool is generally based on a substantially fixed percentage of pre-bonus adjusted operating income. While the salaries of the investment advisers portfolio managers are comparatively fixed, cash bonuses and stock-based compensation may fluctuate significantly from year to year, based on changes in manager performance and other factors as described herein. For a high performing portfolio manager, cash bonuses and stock-based compensation may represent a substantial portion of total compensation.
Commodity Futures Trading Commission Registration. Effective December 31, 2012, the CFTC adopted certain regulatory changes that subject registered investment companies and advisers to regulation by the CFTC if a fund invests more than a prescribed level of its assets in certain CFTC-regulated instruments (including futures, certain options and swaps agreements) or markets itself as providing investment exposure to such instruments. The Fund has claimed an exclusion from the definition of the term commodity pool operator under the Commodity Exchange Act and is not subject to CFTC regulation. Because of its management of other strategies, BMR is registered with the CFTC as a commodity pool operator. Eaton Vance is also registered as a commodity trading advisor.
The SEC and CFTC have not yet adopted final rules harmonizing certain disclosure, reporting and recordkeeping requirements that will apply to funds designated as commodity pools. Therefore, additional information that may be required to be disclosed under these rules, additional regulatory requirements that may be imposed and additional expenses that may be incurred by the funds cannot currently be determined. The CFTC has neither reviewed nor approved the Funds investment strategies or this Statement of Additional Information.
Administrative Services.
As indicated in the Prospectus, Eaton Vance serves as administrator of the Fund, but currently receives no compensation for providing administrative services to the Fund. Under the Agreement, Eaton Vance has been engaged to administer the Funds 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 Fund.
Sub-Transfer Agency Services. Eaton Vance also serves as sub-transfer agent for the Fund. As sub-transfer agent, Eaton Vance performs the following services directly on behalf of the Fund: (1) provides call center services to financial intermediaries and shareholders; (2) answers written inquiries related to shareholder accounts (matters relating to portfolio management, distribution of shares and other management policy questions will be referred to the Fund); (3) furnishes an SAI to any shareholder who
Eaton Vance High Yield Municipal Income Fund
18
SAI dated June 1, 2013
requests one in writing or by telephone from the Fund; and (4) processes transaction requests received via telephone. For the sub-transfer agency services it provides, Eaton Vance receives an aggregate annual fee equal to the lesser of $2.5 million or the actual expenses incurred by Eaton Vance in the performance of those services. This fee is paid to Eaton Vance by the Funds transfer agent from fees it receives from the Eaton Vance funds. The Fund pays a pro rata share of such fee. For the fiscal year ended January 31,
2013
, the transfer agent accrued for or paid
$12,766
to Eaton Vance
for sub-transfer agency services performed on behalf of the Fund.
Expenses. The Fund is responsible for all expenses not expressly stated to be payable by another party (such as expenses required to be paid pursuant to an agreement with the investment adviser, the principal underwriter or the administrator). In the case of expenses incurred by the Trust, the Fund is responsible for its pro rata share of those expenses. The only expenses of the Fund allocated to a particular class are those incurred under the Distribution Plan applicable to that class (if any) and certain other class-specific expenses.
OTHER SERVICE PROVIDERS
Principal Underwriter.
Eaton Vance Distributors, Inc. (EVD), Two International Place, Boston, MA 02110 is the principal underwriter of the Fund. The principal underwriter acts as principal in selling shares under a Distribution Agreement with the Trust. The expenses of printing copies of prospectuses used to offer shares and other selling literature and of advertising are borne by the principal underwriter. The fees and expenses of qualifying and registering and maintaining qualifications and registrations of the Fund and its shares under federal and state securities laws are borne by the Fund. The Distribution Agreement is renewable annually by the
members of the
Board
(including a majority of the noninterested Trustees who have no direct or indirect financial interest in the operation of the Distribution Agreement or any applicable Distribution Plan), may be terminated on sixty days notice either by such Trustees or by vote of a majority of the outstanding Fund shares or on six months notice by the principal underwriter and is automatically terminated upon assignment. The principal underwriter distributes shares on a best efforts basis under which it is required to take and pay for only such shares as may be sold. EVD is a direct, wholly-owned subsidiary of EVC. Mr. Faust is a Director of EVD.
Custodian. State Street Bank and Trust Company (State Street), 200 Clarendon Street, Boston, MA 02116, serves as custodian to the Fund. State Street has custody of all cash and securities of the Fund, maintains the general ledger of the Fund and computes the daily net asset value of shares of the Fund. In such capacity it attends to details in connection with the sale, exchange, substitution, transfer or other dealings with the Funds investments, receives and disburses all funds and performs various other ministerial duties upon receipt of proper instructions from the Trust. State Street provides services in connection with the preparation of shareholder reports and the electronic filing of such reports with the SEC. EVC and its affiliates and their officers and employees from time to time have transactions with various banks, including State Street. It is Eaton Vances opinion that the terms and conditions of such transactions were not and will not be influenced by existing or potential custodial or other relationships between the Fund and such banks.
Independent Registered Public Accounting Firm. Deloitte & Touche LLP, 200 Berkeley Street, Boston, MA 02116, is the independent registered public accounting firm of the Fund, providing audit and related services, assistance and consultation with respect to the preparation of filings with the SEC.
Transfer Agent. BNY Mellon Investment Servicing (US) Inc., P.O. Box 9653, Providence, RI 02940-9653, serves as transfer and dividend disbursing agent for the Fund.
CALCULATION OF NET ASSET VALUE
The net asset value of the Fund is determined by State Street (as agent and custodian) by subtracting the liabilities of the Fund from the value of its total assets. The Fund is closed for business and will not issue a net asset value on the following business holidays and any other business day that the
Exchange
is closed: New Years Day, Martin Luther King, Jr. Day, Presidents Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day.
The Board
has approved procedures pursuant to which investments are valued for purposes of determining the Funds net asset value. Listed below is a summary of the methods generally used to value investments (some or all of which may be held by the Fund) under the procedures.
·
Equity securities (including common stock, exchange traded funds, closed end funds, preferred equity securities, exchange traded notes and other instruments that trade on recognized stock exchanges) are valued at the last sale, official close or if there are no reported sales at the mean between the bid and asked price on the primary exchange on which they are traded.
Eaton Vance High Yield Municipal Income Fund
19
SAI dated June 1, 2013
·
Most debt obligations are valued on the basis of market valuations furnished by a pricing service or at the mean of the bid and asked prices provided by recognized broker/dealers of such securities. The pricing service may use a pricing matrix to determine valuation.
·
Short-term obligations and money market securities maturing in sixty days or less typically are valued at amortized cost which approximates value.
·
Foreign securities and currencies are valued in U.S. dollars based on foreign currency exchange quotations supplied by a pricing service.
·
Senior and Junior Loans are valued on the basis of prices furnished by a pricing service. The pricing service uses transactions and market quotations from brokers in determining values.
·
Most seasoned fixed-rate 30 year MBS are valued by Eaton Vance using a matrix pricing system, which takes into account bond prices, yield differentials, anticipated prepayments and interest rates provided by dealers.
·
Futures contracts are valued at the settlement or closing price on the primary exchange or board of trade on which they are traded.
·
Exchange-traded options are valued at the mean of the bid and asked prices. Over-the-counter options are valued based on quotations obtained from a pricing service or from a broker (typically the counterparty to the option).
·
Non-exchange traded derivatives (including swap agreements, forward contracts and equity participation notes) are generally valued on the basis of valuations provided by a pricing service or using quotes provided by a broker/dealer (typically the counterparty).
·
Precious metals are valued are valued at the New York Composite mean quotation.
·
Liabilities with a payment or maturity date of 364 days or less are stated at their principal value and longer dated liabilities generally will be carried at their fair value.
·
Valuations of foreign equity securities may be adjusted from prices in effect at the close of trading on foreign exchanges to more accurately reflect their fair value as of the close of regular trading on the Exchange. Such fair valuations may be based on information provided by a pricing service.
Investments which are unable to be valued in accordance with the foregoing methodologies are valued at fair value using methods determined in good faith by or at the direction of the
members of the Board.
Such methods may include consideration of relevant factors, including but not limited to (i) the type of security, the existence of any contractual restrictions on the securitys disposition, (ii) the price and extent of public trading in similar securities of the issuer or of comparable companies or entities, (iii) quotations or relevant information obtained from broker-dealers or other market participants, (iv) information obtained from the issuer, analysts, and/or the appropriate stock exchange (for exchange-traded securities), (v) an analysis of the companys or entitys financial condition, (vi) an evaluation of the forces that influence the issuer and the market(s) in which the security is purchased and sold
(vii) an analysis of the terms of any transaction involving the issuer of such securities; and (viii) any other factors deemed relevant by the investment adviser. The portfolio managers of one Eaton Vance fund that invests in Senior and Junior Loans may not possess the same information about a Senior or Junior Loan as the portfolio managers of another Eaton Vance fund. As such, at times the fair value of a Loan determined by certain Eaton Vance portfolio managers may vary from the fair value of the same Loan determined by other portfolio managers.
PURCHASING AND REDEEMING SHARES
Additional Information About Purchases. Fund shares are offered for sale only in states where they are registered. Fund shares are continuously offered through financial intermediaries which have entered into agreements with the principal underwriter. Shares of the Fund are sold at the offering price, which is the net asset value plus the initial sales charge, if any. The Fund receives the net asset value. The principal underwriter receives the sales charge, all or a portion of which may be reallowed to the financial intermediaries responsible for selling Fund shares. The sales charge table in the Prospectus is applicable to purchases of the Fund alone or in combination with purchases of certain other funds offered by the principal underwriter, made at a single time by (i) an individual, or an individual, his or her spouse and their children under the age of twenty-one, purchasing shares for his or their own account, and (ii) a trustee or other fiduciary purchasing shares for a single trust estate or a single fiduciary account. The table is also presently applicable to (1) purchases of Class A shares pursuant to a written Statement of Intention; or (2) purchases of Class A shares pursuant to the Right of Accumulation and declared as such at the time of purchase. See Sales Charges.
Eaton Vance High Yield Municipal Income Fund
20
SAI dated June 1, 2013
In connection with employee benefit or other continuous group purchase plans, the Fund may accept initial investments of less than the minimum investment amount on the part of an individual participant. In the event a shareholder who is a participant of such a plan terminates participation in the plan, his or her shares will be transferred to a regular individual account. However, such account will be subject to the right of redemption by the Fund as described below.
Class I Share Purchases.
Class I shares are available for purchase by clients of financial intermediaries who (i) charge such clients an ongoing fee for advisory, investment, consulting or similar services, or (ii) have entered into an agreement with the principal underwriter to offer Class I shares through a no-load network or platform. Such clients may include individuals, corporations, endowments, foundations and qualified plans (including tax-deferred retirement plans and profit sharing plans). Class I shares also are offered to investment and institutional clients of Eaton Vance and its affiliates; certain persons affiliated with Eaton Vance and certain Fund service providers; current and retired
members
of Eaton Vance
Fund Boards
; employees of Eaton Vance and its affiliates and such persons spouses, parents, siblings and lineal descendants and their beneficial accounts.
Suspension of Sales.
The Trust may, in its absolute discretion, suspend, discontinue or limit the offering of one or more of its classes of shares at any time. In determining whether any such action should be taken, the Trusts management intends to consider all relevant factors, including (without limitation) the size of the Fund or class, the investment climate and market conditions, the volume of sales and redemptions of shares
.
The Class A, Class B and Class C Distribution Plans may continue in effect and payments may be made under the Plans following any such suspension, discontinuance or limitation of the offering of shares; however, there is no contractual obligation to continue any Plan for any particular period of time. Suspension of the offering of shares would not, of course, affect a shareholders ability to redeem shares.
Additional Information About Redemptions. The right to redeem shares of the Fund can be suspended and the payment of the redemption price deferred when the Exchange is closed (other than for customary weekend and holiday closings), during periods when trading on the Exchange is restricted as determined by the SEC, or during any emergency as determined by the SEC which makes it impracticable for the Fund to dispose of its securities or value its assets, or during any other period permitted by order of the SEC for the protection of investors.
Due to the high cost of maintaining small accounts, the Trust reserves the right to redeem accounts with balances of less than $750. Prior to such a redemption, shareholders will be given 60 days written notice to make an additional purchase. However, no such redemption would be required by the Trust if the cause of the low account balance was a reduction in the net asset value of shares. No CDSC or redemption fees, if applicable, will be imposed with respect to such involuntary redemptions.
While normally payments will be made in cash for redeemed shares, the Trust, subject to compliance with applicable regulations, has reserved the right to pay the redemption price of shares of the Fund, either totally or partially, by a distribution in kind of readily marketable securities. The securities so distributed would be valued pursuant to the valuation procedures described in this SAI. If a shareholder received a distribution in kind, the shareholder could incur brokerage or other charges in converting the securities to cash.
Systematic Withdrawal Plan. The transfer agent will send to the shareholder regular monthly or quarterly payments of any permitted amount designated by the shareholder based upon the value of the shares held. The checks will be drawn from share redemptions and hence, may require the recognition of taxable gain or loss. Income dividends and capital gains distributions in connection with withdrawal plan accounts will be credited at net asset value as of the record date for each distribution. Continued withdrawals in excess of current income will eventually use up principal, particularly in a period of declining market prices. A shareholder may not have a withdrawal plan in effect at the same time he or she has authorized Bank Automated Investing or is otherwise making regular purchases of Fund shares. The shareholder, the transfer agent or the principal underwriter may terminate the withdrawal plan at any time without penalty.
Other Information. The Fund ’ s net asset value per share is normally rounded to two decimal places. In certain situations (such as a merger, share split or a purchase or sale of shares that represents a significant portion of a share class), the administrator may determine to extend the calculation of the net asset value per share to additional decimal places to ensure that neither the value of the Fund nor a shareholders shares is diluted materially as the result of a purchase or sale or other transaction.
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21
SAI dated June 1, 2013
SALES CHARGES
Dealer Commissions. The principal underwriter may, from time to time, at its own expense, provide additional incentives to financial intermediaries which employ registered representatives who sell Fund shares and/or shares of other funds distributed by the principal underwriter. In some instances, such additional incentives may be offered only to certain financial intermediaries whose representatives sell or are expected to sell significant amounts of shares. In addition, the principal underwriter may from time to time increase or decrease the sales commissions payable to financial intermediaries. The principal underwriter may allow, upon notice to all financial intermediaries with whom it has agreements, discounts up to the full sales charge during the periods specified in the notice. During periods when the discount includes the full sales charge, such financial intermediaries may be deemed to be underwriters as that term is defined in the 1933 Act.
Purchases at Net Asset Value.
Class A shares may be sold at net asset value to current and retired
members
of Eaton Vance
Fund Boards
; to clients (including custodial, agency, advisory and trust accounts) and current and retired officers and employees of Eaton Vance, its affiliates and other investment advisers and sub-advisers of Eaton Vance sponsored funds; and to such persons spouses, parents, siblings and lineal descendants and their beneficial accounts. Such shares may also be issued at net asset value (1) in connection with the merger (or similar transaction) of an investment company (or series or class thereof) or personal holding company with the Fund (or class thereof), (2) to investors making an investment as part of a fixed fee program whereby an entity unaffiliated with the investment adviser provides investment services, such as management, brokerage and custody, (3) to investment advisors, financial planners or other intermediaries who place trades for their own accounts or the accounts of their clients and who charge a management, consulting or similar ongoing fee for their services; clients of such investment advisors, financial planners or other intermediaries who place trades for their own accounts if the accounts are linked to the master account of such investment advisor, financial planner or other intermediary on the books and records of the broker or agent; financial intermediaries who have entered into an agreement with the principal underwriter to offer Class A shares on a no-load basis as described in the
Prospectus and to HSAs (Health Savings Accounts),
(4) to officers and employees of the Funds custodian and transfer agent and (5) in connection with the ReFlow liquidity program. Class A shares may also be sold at net asset value to registered representatives and employees of financial intermediaries. Sales charges generally are waived because either (i) there is no sales effort involved in the sale of shares or (ii) the investor is paying a fee (other than the sales charge) to the financial intermediary involved in the sale. Any new or revised sales charge or CDSC waiver will be prospective only.
Waiver of Investment Minimums.
In addition to waivers described in the Prospectus, minimum investment amounts are waived for current and retired
members
of Eaton Vance
Fund Boards
, clients (including custodial, agency, advisory and trust accounts), current and retired officers and employees of Eaton Vance, its affiliates and other investment advisers and sub-advisers
to the
Eaton Vance
family of
funds, and for such persons spouses, parents, siblings and lineal descendants and their beneficial accounts. The minimum initial investment amount is also waived for officers and employees of the Funds custodian and transfer agent. Investments in a Fund by ReFlow in connection with the Reflow liquidity program are also not subject to the minimum investment amount.
Statement of Intention. If it is anticipated that $50,000 or more of Class A shares and shares of other funds exchangeable for Class A shares of another Eaton Vance fund will be purchased within a 13-month period, the Statement of Intention section of the account application should be completed so that shares may be obtained at the same reduced sales charge as though the total quantity were invested in one lump sum. Shares eligible for the right of accumulation (see below) as of the date of the Statement and purchased during the 13-month period will be included toward the completion of the Statement. If you make a Statement of Intention, the transfer agent is authorized to hold in escrow sufficient shares (5% of the dollar amount specified in the Statement) which can be redeemed to make up any difference in sales charge on the amount intended to be invested and the amount actually invested. A Statement of Intention does not obligate the shareholder to purchase or the Fund to sell the full amount indicated in the Statement.
If the amount actually purchased during the 13-month period is less than that indicated in the Statement, the shareholder will be requested to pay the difference between the sales charge applicable to the shares purchased and the sales charge paid under the Statement of Intention. If the payment is not received in 20 days, the appropriate number of escrowed shares will be redeemed in order to realize such difference. If the total purchases during the 13-month period are large enough to qualify for a lower sales charge than that applicable to the amount specified in the Statement,
the shareholder must notify the transfer agent or, if shares are held in a street name account, the financial intermediary prior to
the expiration date of the
Agreement in order for such
lower sales charge
to apply to purchases under the Statement
. Any difference will be refunded to the shareholder in cash or applied to the purchase of additional shares, as specified by the shareholder. This refund will be made by the financial intermediary and the principal underwriter. If at the time of the recomputation, the financial intermediary for the account has changed, the adjustment will be made only on those shares purchased through the current financial intermediary for the
Eaton Vance High Yield Municipal Income Fund
22
SAI dated June 1, 2013
account. If the sales charge rate changes during the 13-month period, all shares purchased or charges assessed after the date of such change will be subject to the then applicable sales charge.
Right of Accumulation. Under the right of accumulation, the applicable sales charge level is calculated by aggregating the dollar amount of the current purchase and the value (calculated at the maximum current offering price) of shares owned by the shareholder. Class A shares of Eaton Vance U.S. Government Money Market Fund cannot be accumulated for purposes of this privilege. The sales charge on the shares being purchased will then be applied at the rate applicable to the aggregate. Share purchases eligible for the right of accumulation are described under Sales Charges in the Prospectus. For any such discount to be made available at the time of purchase a purchaser or his or her financial intermediary must provide the principal underwriter (in the case of a purchase made through a financial intermediary) or the transfer agent (in the case of an investment made by mail) with sufficient information to permit verification that the purchase order qualifies for the accumulation privilege. Confirmation of the order is subject to such verification. The right of accumulation privilege may be amended or terminated at any time as to purchases occurring thereafter.
Conversion Feature. Class B shares held for eight years will automatically convert to Class A shares. For purposes of this conversion, all distributions paid on Class B shares which the shareholder elects to reinvest in Class B shares will be considered to be held in a separate sub-account. Upon the conversion of Class B shares not acquired through the reinvestment of distributions, a pro rata portion of the Class B shares held in the sub-account will also convert to Class A shares. This portion will be determined by the ratio that the Class B shares being converted bears to the total of Class B shares (excluding shares acquired through reinvestment) in the account. This conversion feature is subject to the continuing availability of a ruling from the Internal Revenue Service or an opinion of counsel that the conversion is not taxable for federal income tax purposes.
Distribution Plans
The Trust has in effect a compensation-type Distribution Plan for Class A shares (the Class A Plan) pursuant to Rule 12b-1 under the 1940 Act. The Class A Plan is designed to (i) finance activities which are primarily intended to result in the distribution and sales of Class A shares and to make payments in connection with the distribution of such shares and (ii) pay service fees for personal services and/or the maintenance of shareholder accounts to the principal underwriter, financial intermediaries and other persons. The distribution and service fees payable under the Class A Plan shall not exceed 0.25% of the average daily net assets attributable to Class A shares for any fiscal year. Class A distribution and service fees are paid monthly in arrears. For the distribution and service fees paid by Class A shares, see Appendix A.
The Trust also has in effect a compensation-type Distribution Plan
for the Funds Class B and Class C shares (the Class B and Class C Plans
) adopted pursuant to Rule 12b-1 under the 1940 Act. Pursuant to
the Class
B
and
Class C Plans,
Class
B and
Class
C pay
the principal underwriter a distribution fee, accrued daily and paid monthly, at an annual rate not exceeding 0.75% of its average daily net assets to finance the distribution of its shares. Such fees compensate the principal underwriter for the sales commissions paid by it to financial intermediaries on the sale of shares, for other distribution expenses (such as personnel, overhead, travel, printing and postage) and for interest
expense. The principal underwriter is entitled to receive all distribution fees and CDSCs paid or payable with respect to Class B and Class C shares, provided that no such payments will be made that would cause Class C shares to exceed the maximum sales charge permitted by FINRA's NASD Conduct Rule 2830(d) or Class B shares to exceed a maximum sales charge of 5% determined in accordance with such Rule
.
The Class B and Class C Plans also authorize the payment of service fees to the principal underwriter, financial intermediaries and other persons in amounts not exceeding an annual rate of 0.25% of its average daily net assets for personal services, and/or the maintenance of shareholder accounts. For Class B, this fee is paid monthly in arrears based on the value of shares sold by such persons. For Class C, financial intermediaries currently receive (a) a service fee (except on exchange transactions and reinvestments) at the time of sale equal to 0.25% of the purchase price of Class C shares sold by such dealer, and (b) monthly service fees approximately equivalent to 1/12 of 0.25% of the value of Class C shares sold by such dealer. During the first year after a purchase of Class C shares, the principal underwriter will retain the service fee as reimbursement for the service fee payment made to financial intermediaries at the time of sale. For the service fees paid, see Appendix B and Appendix C.
The Trustees of the Trust believe that each Plan will be a significant factor in the expected growth of the Funds assets, and will result in increased investment flexibility and advantages which have benefitted and will continue to benefit the Fund and its shareholders. The Eaton Vance organization may profit by reason of the operation of a Plan through an increase in Fund assets and if at any point in time the aggregate amounts received by the principal underwriter pursuant to a Plan exceeds the total expenses incurred in distributing Fund shares.
For sales commissions and CDSCs
, if applicable, see Appendix A, Appendix B and Appendix C.
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23
SAI dated June 1, 2013
A Plan continues in effect from year to year so long as such continuance is approved at least annually by the vote of both a majority of (i) the noninterested Trustees of the Trust who have no direct or indirect financial interest in the operation of the Plan or any agreements related to the Plan (the Plan Trustees) and (ii) all of the Trustees then in office. A Plan may be terminated at any time by vote of a majority of the Plan Trustees or by a vote of a majority of the outstanding voting securities of the applicable Class. Quarterly Trustee review of a written report of the amount expended under the Plan and the purposes for which such expenditures were made is required. A Plan may not be amended to increase materially the payments described therein without approval of the shareholders of the affected Class and the Trustees. So long as a Plan is in effect, the selection and nomination of the noninterested Trustees shall be committed to the discretion of such Trustees. The Trustees, including the Plan Trustees, initially approved the current Plan(s) on
April 22, 2013.
Any Trustee of the Trust who is an interested person of the Trust has an indirect financial interest in a Plan because his or her employer (or affiliates thereof) receives distribution and/or service fees under the Plan or agreements related thereto.
PERFORMANCE
Performance Calculations. Average annual total return before deduction of taxes (pre-tax return) is determined by multiplying a hypothetical initial purchase order of $1,000 by the average annual compound rate of return (including capital appreciation/depreciation, and distributions paid and reinvested) for the stated period and annualizing the result. The calculation assumes (i) that all distributions are reinvested at net asset value on the reinvestment dates during the period, (ii) the deduction of the maximum of any initial sales charge from the initial $1,000 purchase, (iii) a complete redemption of the investment at the end of the period, and (iv) the deduction of any applicable CDSC at the end of the period.
Average annual total return after the deduction of taxes on distributions is calculated in the same manner as pre-tax return except the calculation assumes that any federal income taxes due on distributions are deducted from the distributions before they are reinvested. Average annual total return after the deduction of taxes on distributions and taxes on redemption also is calculated in the same manner as pre-tax return except the calculation assumes that (i) any federal income taxes due on distributions are deducted from the distributions before they are reinvested and (ii) any federal income taxes due upon redemption are deducted at the end of the period. After-tax returns are based on the highest federal income tax rates in effect for individual taxpayers as of the time of each assumed distribution and redemption (taking into account their tax character), and do not reflect the impact of state and local taxes. In calculating after-tax returns, the net value of any federal income tax credits available to shareholders is applied to reduce federal income taxes payable on distributions at or near year-end and, to the extent the net value of such credits exceeds such distributions, is then assumed to be reinvested in additional Fund shares at net asset value on the last day of the fiscal year in which the credit was generated or, in the case of certain tax credits, on the date on which the year-end distribution is paid. For pre-tax and after-tax total return information, see Appendix A, Appendix B, Appendix C and Appendix D.
In addition to the foregoing total return figures, the Fund may provide pre-tax and after-tax annual and cumulative total return, as well as the ending redeemable cash value of a hypothetical investment. If shares are subject to a sales charge, total return figures may be calculated based on reduced sales charges or at net asset value. These returns would be lower if the full sales charge was imposed. After-tax returns may also be calculated using different tax rate assumptions and taking into account state and local income taxes as well as federal taxes.
Yield is computed pursuant to a standardized formula by dividing the net investment income per share earned during a recent thirty-day period by the maximum offering price (including the maximum of any initial sales charge) per share on the last day of the period and annualizing the resulting figure. Net investment income per share is calculated from the yields to maturity of all debt obligations held based on prescribed methods, reduced by accrued expenses for the period with the resulting number being divided by the average daily number of shares outstanding and entitled to receive distributions during the period. Yield figures do not reflect the deduction of any applicable CDSC, but assume the maximum of any initial sales charge. Actual yield may be affected by variations in sales charges on investments. A tax-equivalent yield is computed by using the tax-exempt yield and dividing by one minus a stated tax rate. The stated tax rate will reflect the federal income tax applicable to investors in a particular tax bracket and may reflect certain assumptions relating to tax exemptions and deductions. The tax-equivalent yield will differ for investors in other tax brackets or for whom the assumed exemptions and deductions are not available. Tax-equivalent yield is designed to show the approximate yield a taxable investment would have to earn to produce an after-tax yield equal to the tax-exempt yield.
Disclosure of Portfolio Holdings and Related Information.
The Board
has adopted policies and procedures (the Policies) with respect to the disclosure of information about portfolio holdings of the Fund. See the Funds Prospectus for information on disclosure made in filings with the SEC and/or posted on the Eaton Vance website
(www.eatonvance.com)
and disclosure of certain portfolio characteristics. Pursuant to the Policies, information about portfolio holdings of the Fund may also be disclosed as follows:
Eaton Vance High Yield Municipal Income Fund
24
SAI dated June 1, 2013
·
Confidential disclosure for a legitimate Fund purpose:
Portfolio holdings may be disclosed, from time to time as necessary, for a legitimate business purpose of the Fund, believed to be in the best interests of the Fund and its shareholders, provided there is a duty or an agreement that the information be kept confidential. Any such confidentiality agreement includes provisions intended to impose a duty not to trade on the non-public information. The Policies permit disclosure of portfolio holdings information to the following: 1) affiliated and unaffiliated service providers that have a legal or contractual duty to keep such information confidential, such as employees of the investment adviser (including portfolio managers and, in the case of a Portfolio, the portfolio manager of any account that invests in the Portfolio), the administrator, custodian, transfer agent, principal underwriter, etc. described herein and in the Prospectus; 2) other persons who owe a fiduciary or other duty of trust or confidence to the Fund (such as Fund legal counsel and independent registered public accounting firm); or 3) persons to whom the disclosure is made in advancement of a legitimate business purpose of the Fund and who have expressly agreed in writing to maintain the disclosed information in confidence and to use it only in connection with the legitimate business purpose underlying the arrangement. To the extent applicable to an Eaton Vance fund, such persons may include securities lending agents which may receive information from time to time regarding selected holdings which may be loaned by a Fund, in the event a Fund is rated, credit rating agencies (Moodys Investor Services, Inc. and Standard & Poors Ratings Group), analytical service providers engaged by the investment adviser (Advent, Bloomberg L.P., Evare, Factset, McMunn Associates, Inc
., MSCI/Barra
and The Yield Book, Inc.), proxy evaluation vendors (Institutional Shareholder Servicing Inc.), pricing services (TRPS Mark-to-Market Pricing Service, WM Company Reuters Information Services and Non-Deliverable Forward Rates Service, Pricing Direct, FT Interactive Data Corp., Standard & Poors Securities Evaluation Service, Inc., SuperDerivatives and Stat Pro.), which receive information as needed to price a particular holding, translation services,
third-party reconciliation services,
lenders under Fund credit facilities (Citibank, N.A. and its affiliates), consultants and other product evaluators (Morgan Stanley Smith Barney LLC) and, for purposes of facilitating portfolio transactions, financial intermediaries and other intermediaries (national and regional municipal bond dealers and mortgage-backed securities dealers). These entities receive portfolio information on an as needed basis in order to perform the service for which they are being engaged. If required in order to perform their duties, this information will be provided in real time or as soon as practical thereafter. Additional categories of disclosure involving a legitimate business purpose may be added to this list upon the authorization of the Funds Board
. In addition, in connection with a redemption in kind, the redeeming shareholder may be required to agree to keep the information about the securities to be so distributed confidential, except to the extent necessary to dispose of the securities.
·
Historical portfolio holdings information: From time to time, the Fund may be requested to provide historic portfolio holdings information or certain characteristics of portfolio holdings that have not been made public previously. In such case, the requested information may be provided if: the information is requested for due diligence or another legitimate purpose; the requested portfolio holdings or portfolio characteristics are for a period that is no more recent than the date of the portfolio holdings or portfolio characteristics posted to the Eaton Vance website; and the dissemination of the requested information is reviewed and approved in accordance with the Policies.
The Fund, the investment adviser and principal underwriter will not receive any monetary or other consideration in connection with the disclosure of information concerning the Funds portfolio holdings.
The Policies may not be waived, or exception made, without the consent of the
CCO
of the Fund. The CCO may not waive or make exception to the Policies unless such waiver or exception is consistent with the intent of the Policies, which is to ensure that disclosure of portfolio information is in the best interest of Fund shareholders. In determining whether to permit a waiver of or exception to the Policies, the CCO will consider whether the proposed disclosure serves a legitimate purpose of the Fund, whether it could provide the recipient with an advantage over Fund shareholders or whether the proposed disclosure gives rise to a conflict of interest between the Funds shareholders and its investment adviser, principal underwriter or other affiliated person. The CCO will report all waivers of or exceptions to the Policies to the
Board
at their next meeting. The
Board
may impose additional restrictions on the disclosure of portfolio holdings information at any time.
The Policies are designed to provide useful information concerning the Fund to existing and prospective Fund shareholders while at the same time inhibiting the improper use of portfolio holdings information in trading Fund shares and/or portfolio securities held by the Fund. However, there can be no assurance that the provision of any portfolio holdings information is not susceptible to inappropriate uses (such as the development of market timing models), particularly in the hands of highly sophisticated investors, or that it will not in fact be used in such ways beyond the control of the Fund.
Eaton Vance High Yield Municipal Income Fund
25
SAI dated June 1, 2013
TAXES
The following is a summary of some of the tax consequences affecting the Fund and its shareholders. The summary does not address all of the special tax rules applicable to certain classes of investors, such as IRAs and other retirement plans, tax-exempt entities, foreign investors, insurance companies and financial institutions. Shareholders should consult their own tax advisors with respect to special tax rules that may apply in their particular situations, as well as the federal, state, local, and, where applicable, foreign tax consequences of investing in the Fund.
Taxation of the Fund. The Fund, as a series of the Trust, is treated as a separate entity for federal income tax purposes. The Fund has elected to be treated and intends to qualify each year as a regulated investment company (RIC) under Subchapter M of the Code. Accordingly, the Fund intends to satisfy certain requirements relating to sources of its income and diversification of its assets and to distribute substantially all of its net investment income (including tax-exempt income, if any) and net short-term and long-term capital gains (after reduction by any available capital loss carryforwards) in accordance with the timing requirements imposed by the Code, so as to maintain its RIC status and to avoid paying any federal income tax. If the Fund qualifies for treatment as a RIC and satisfies the above-mentioned distribution requirements, it will not be subject to federal income tax on income paid to its shareholders in the form of dividends or capital gain distributions. The Fund qualified as a RIC for its most recent fiscal period.
The Fund also seeks to avoid payment of federal excise tax. However, if the Fund fails to distribute in a calendar year substantially all of its ordinary income for such year and substantially all of its capital gain net income for the one-year period ending October 31 (or later if the Fund is permitted to so elect and so elects), plus any retained amount from the prior year, the Fund will be subject to a 4% excise tax on the undistributed amounts. In order to avoid incurring a federal excise tax obligation, the Code requires that the Fund distribute (or be deemed to have distributed) by December 31 of each calendar year (i) at least 98% of its ordinary income (excluding tax-exempt income, if any) for such year, (ii) at least 98.2% of its capital gain net income (which is the excess of its realized capital gains over its realized capital losses), generally computed on the basis of the one-year period ending on October 31 of such year, after reduction by any available capital loss carryforwards, and (iii) 100% of any income and capital gains from the prior year (as previously computed) that was not paid out during such year and on which the Fund paid no federal income tax. If the Fund fails to meet these requirements it will be subject to a nondeductible 4% excise tax on the undistributed amounts. Under current law, provided that the Fund qualifies as a RIC (and, where applicable, the Portfolio is treated as a partnership for Massachusetts and federal tax purposes), the Fund should not be liable for any income, corporate excise or franchise tax in the Commonwealth of Massachusetts.
If the Fund does not qualify as a RIC for any taxable year, the Funds taxable income will be subject to corporate income taxes, and all distributions from earnings and profits, including distributions of tax-exempt income and net capital gain (if any), will be taxable to the shareholder as dividend income. However, such distributions may be eligible (i)
to be treated as qualified dividend income in the case of shareholders taxed as individuals and (ii) for the dividends-received deduction in the case of corporate shareholders. In addition, in order to re-qualify for taxation as a RIC, the Fund may be required to recognize unrealized gains, pay substantial taxes and interest, and make substantial distributions.
In certain situations, the Fund may, for a taxable year, elect to defer all or a portion of its capital losses realized after October and net
late year
ordinary losses
until the next taxable year in computing its investment company taxable income and net capital gain, which will defer the recognition of such realized losses.
Late year ordinary losses represent certain specified losses realized in that portion of a taxable year after October 31 that are treated as ordinary for tax purposes plus ordinary losses attributable to that portion of a taxable year after December 31.
Such deferrals and other rules regarding gains and losses realized after October may affect the tax character of shareholder distributions.
The Code contains a provision codifying the judicial economic substance doctrine, which has traditionally been used by courts to deny tax benefits for transactions that lack economic substance; a strict liability penalty is imposed for an understatement of tax liability due to a transactions lack of economic substance.
Taxation of the Portfolio. If the Fund invests its assets in the Portfolio, the Portfolio normally must satisfy the applicable source of income and diversification requirements in order for the Fund to also satisfy these requirements. For federal income tax purposes, the Portfolio intends to be treated as a partnership that is not a publicly traded partnership and, as a result, will not be subject to federal income tax. The Fund, as an investor in the Portfolio, will be required to take into account in determining its federal income tax liability its share of such Portfolios income, gains, losses, deductions and credits, without regard to whether it has received any distributions from such Portfolio. The Portfolio will allocate at least annually among its investors, including the Fund, the Portfolios net investment income, net realized capital gains, and any other items of income, gain, loss, deduction or credit. For purposes of applying the requirements of the Code regarding qualification as a RIC, the Fund (i) will be deemed to
Eaton Vance High Yield Municipal Income Fund
26
SAI dated June 1, 2013
own its proportionate share of each of the assets of the Portfolio and (ii) will be entitled to the gross income of the Portfolio attributable to such share. Under current law, provided that the Portfolio is treated as a partnership for Massachusetts and federal tax purposes, the Portfolio should not be liable for any income, corporate excise or franchise tax in the Commonwealth of Massachusetts.
Taxation of the Subsidiary. To the extent described in the prospectus, the Fund may invest in the Subsidiary. The Subsidiary is classified as a corporation for U.S. federal income tax purposes. As described in the prospectus, the Fund has either applied for or received from the IRS a private letter ruling relating to the treatment of the income allocated to the Fund from the Subsidiary for purposes of the Funds status as a RIC under the Code. Foreign corporations, such as the Subsidiary, will generally not be subject to U.S. federal income taxation unless they are deemed to be engaged in a U.S. trade or business. It is expected that the Subsidiary will conduct it activities in a manner so as to meet the requirements of a safe harbor under Section 864(b)(2) of the Code under which the Subsidiary may engage in trading in stocks or securities or certain commodities without being deemed to be engaged in a U.S. trade or business. However, if certain of the Subsidiary's activities were determined not to be of the type described in the safe harbor (which is not expected), then the activities of the Subsidiary may constitute a U.S. trade or business, and would be taxed as such.
The Subsidiary is treated as a controlled foreign corporation (CFC) for tax purposes and the Fund is treated as a U.S. shareholder of the Subsidiary. As a result, the Fund is required to include in gross income for U.S. federal income tax purposes all of the Subsidiary's subpart F income, whether or not such income is distributed by the Subsidiary. It is expected that all of the Subsidiary's income will be subpart F income. The Funds recognition of the Subsidiary's subpart F income will increase the Funds tax basis in the Subsidiary. Distributions by the Subsidiary to the Fund will be tax-free, to the extent of its previously undistributed subpart F income, and will correspondingly reduce the Fund's tax basis in the Subsidiary. Subpart F income is generally treated as ordinary income, regardless of the character of the Subsidiary's underlying income. If a net loss is realized by the Subsidiary, such loss is not generally available to offset the income earned by the Fund.
Tax Consequences of Certain Investments. The following summary of the tax consequences of certain types of investments applies to the Fund and the Portfolio, as appropriate. References in the following summary to the Fund are to any Fund or Portfolio that can engage in the particular practice as described in the prospectus or SAI.
Securities Acquired at Market Discount or with Original Issue Discount. Investment in securities acquired at a market discount, or in zero coupon, deferred interest, payment-in-kind and certain other securities with original issue discount, generally may cause the Fund to realize income prior to the receipt of cash payments with respect to these securities. Such income will be accrued daily by the Fund and, in order to avoid a tax payable by the Fund, the Fund may be required to liquidate securities that it might otherwise have continued to hold in order to generate cash so that the Fund may make required distributions to its shareholders. The Fund may elect to accrue market discount income on a daily basis.
Lower Rated or Defaulted Securities. Investments in securities that are at risk of, or are in, default present special tax issues for the Fund. Tax rules are not entirely clear about issues such as when the Fund may cease to accrue interest, original issue discount or market discount, when and to what extent deductions may be taken for bad debts or worthless securities and how payments received on obligations in default should be allocated between principal and income.
Municipal Obligations. Any recognized gain or income attributable to market discount on long-term tax-exempt municipal obligations (i.e., obligations with a term of more than one year) purchased after April 30, 1993 (except to the extent of a portion of the discount attributable to original issue discount), is taxable as ordinary income. A long-term debt obligation is generally treated as acquired at a market discount if purchased after its original issue at a price less than (i) the stated principal amount payable at maturity, in the case of an obligation that does not have original issue discount or (ii) in the case of an obligation that does have original issue discount, the sum of the issue price and any original issue discount that accrued before the obligation was purchased, subject to a de minimis exclusion.
From time to time proposals have been introduced before Congress for the purpose of restricting or eliminating the federal income tax exemption for interest on certain types of municipal obligations, and it can be expected that similar proposals may be introduced in the future. As a result of any such future legislation, the availability of municipal obligations for investment by the Fund and the value of the securities held by it may be affected. It is possible that events occurring after the date of issuance of municipal obligations, or after the Funds acquisition of such an obligation, may result in a determination that the interest paid on that obligation is taxable, even retroactively.
If the Fund seeks income exempt from state and/or local taxes, information about such taxes is contained in an appendix to this SAI (see the Table of Contents).
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SAI dated June 1, 2013
Tax Credit Bonds. If the Fund holds, directly or indirectly, one or more tax credit bonds (including Build America Bonds, clean renewable energy bonds and other qualified tax credit bonds) on one or more applicable dates during a taxable year and the Fund satisfies the minimum distribution requirement, the Fund may elect to permit its shareholders to claim a tax credit on their income tax returns equal to each shareholders proportionate share of tax credits from the applicable bonds that otherwise would be allowed to the Fund. In such a case, shareholders must include in gross income (as interest) their proportionate share of the income attributable to their proportionate share of those offsetting tax credits. A shareholders ability to claim a tax credit associated with one or more tax credit bonds may be subject to certain limitations imposed by the Code. Even if the Fund is eligible to pass through tax credits to shareholders, the Fund may choose not to do so.
Derivatives. The Funds investments in options, futures contracts, hedging transactions, forward contracts (to the extent permitted) and certain other transactions may be subject to special tax rules (including mark-to-market, constructive sale, straddle, wash sale, short sale and other rules), the effect of which may be to accelerate income to the Fund, defer Fund losses, cause adjustments in the holding periods of Fund securities, convert capital gain into ordinary income and convert short-term capital losses into long-term capital losses. These rules could therefore affect the amount, timing and character of Fund distributions.
Investments in so-called section 1256 contracts, such as regulated futures contracts, most foreign currency forward contracts traded in the interbank market and options on most stock indices, are subject to special tax rules. All section 1256 contracts held by the Fund at the end of its taxable year are required to be marked to their market value, and any unrealized gain or loss on those positions will be included in the Funds income as if each position had been sold for its fair market value at the end of the taxable year. The resulting gain or loss will be combined with any gain or loss realized by the Fund from positions in section 1256 contracts closed during the taxable year. Provided such positions were held as capital assets and were not part of a hedging transaction nor part of a straddle, 60% of the resulting net gain or loss will be treated as long-term capital gain or loss, and 40% of such net gain or loss will be treated as short-term capital gain or loss, regardless of the period of time the positions were actually held by the Fund.
Fund positions in index options that do not qualify as section 1256 contracts under the Code generally will be treated as equity options governed by Code Section 1234. Pursuant to Code Section 1234, if a written option expires unexercised, the premium received is short-term capital gain to the Fund. If the Fund enters into a closing transaction with respect to a written option, the difference between the premium received and the amount paid to close out its position is short-term capital gain or loss. If an option written by the Fund that is not a section 1256 contract is cash settled, any resulting gain or loss will be short-term capital gain. For an option purchased by the Fund that is not a section 1256 contract any gain or loss resulting from sale of the option will be a capital gain or loss, and will be short-term or long-term, depending upon the holding period for the option. If the option expires, the resulting loss is a capital loss and is short-term or long-term, depending upon the holding period for the option. If a put option written by the Fund is exercised and physically settled, the premium received is treated as a reduction in the amount paid to acquire the underlying securities, increasing the gain or decreasing the loss to be realized by the Fund upon sale of the securities. If a call option written by the Fund is exercised and physically settled, the premium received is included in the sale proceeds, increasing the gain or decreasing the loss realized by the Fund at the time of option exercise.
As a result of entering into swap contracts, the Fund may make or receive periodic net payments. The Fund may also make or receive a payment when a swap is terminated prior to maturity through an assignment of the swap or other closing transaction. Periodic net payments will generally constitute ordinary income or deductions, while termination of a swap will generally result in capital gain or loss (which will be a long-term capital gain or loss if the Fund has been a party to a swap for more than one year). With respect to certain types of swaps, the Fund may be required to currently recognize income or loss with respect to future payments on such swaps or may elect under certain circumstances to mark such swaps to market annually for tax purposes as ordinary income or loss.
Short Sales. In general, gain or loss on a short sale is recognized when the Fund closes the sale by delivering the borrowed property to the lender, not when the borrowed property is sold. Gain or loss from a short sale is generally considered to be capital gain or loss to the extent that the property used to close the short sale constitutes a capital asset in the Funds hands. Except with respect to certain situations where the property used to close a short sale has a long-term holding period on the date of the short sale, special rules generally treat the gains on short sales as short-term capital gains. These rules may also terminate the running of the holding period of substantially identical property held by the Fund. Moreover, a loss on a short sale will be treated as a long-term capital loss if, on the date of the short sale, substantially identical property has been held by the Fund for more than one year. In general, the Fund will not be permitted to deduct payments made to reimburse the lender of securities for dividends paid on borrowed stock if the short sale is closed on or before the 45th day after the short sale is entered.
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SAI dated June 1, 2013
Constructive Sales. The Fund may recognize gain (but not loss) from a constructive sale of certain appreciated financial positions if the Fund enters into a short sale, offsetting notional principal contract, or forward contract transaction with respect to the appreciated position or substantially identical property. Appreciated financial positions subject to this constructive sale treatment include interests (including options and forward contracts and short sales) in stock and certain other instruments. Constructive sale treatment does not apply if the transaction is closed out not later than thirty days after the end of the taxable year in which the transaction was initiated, and the underlying appreciated securities position is held unhedged for at least the next sixty days after the hedging transaction is closed.
Gain or loss on a short sale will generally not be realized until such time as the short sale is closed. However, as described above in the discussion of constructive sales, if the Fund holds a short sale position with respect to securities that have appreciated in value, and it then acquires property that is the same as or substantially identical to the property sold short, the Fund generally will recognize gain on the date it acquires such property as if the short sale were closed on such date with such property. Similarly, if the Fund holds an appreciated financial position with respect to securities and then enters into a short sale with respect to the same or substantially identical property, the Fund generally will recognize gain as if the appreciated financial position were sold at its fair market value on the date it enters into the short sale. The subsequent holding period for any appreciated financial position that is subject to these constructive sale rules will be determined as if such position were acquired on the date of the constructive sale.
Foreign Investments and Currencies. The Funds investments in foreign securities may be subject to foreign withholding taxes or other foreign taxes with respect to income (possibly including, in some cases, capital gains), which would decrease the Funds income on such securities. These taxes may be reduced or eliminated under the terms of an applicable U.S. income tax treaty. If more than 50% of Fund assets at year end consists of the debt and equity securities of foreign corporations, the Fund may elect to permit shareholders to claim a credit or deduction on their income tax returns for their pro rata portion of qualified taxes paid by the Fund to foreign countries. If the election is made, shareholders will include in gross income from foreign sources their pro rata share of such taxes. A shareholders ability to claim a foreign tax credit or deduction in respect of foreign taxes paid by the Fund may be subject to certain limitations imposed by the Code (including a holding period requirement applied at both the Fund and shareholder level), as a result of which a shareholder may not get a full credit or deduction for the amount of such taxes. In particular, the Fund must own the dividend-paying stock for more than 15 days during the 31-day period beginning 15 days prior to the ex-dividend date. Likewise, shareholders must hold their Fund shares (without protection from risk or loss) on the ex-dividend date and for at least 15 additional days during the 31-day period beginning 15 days prior to the ex-dividend date to be eligible to claim the foreign tax with respect to a given dividend. Shareholders who do not itemize deductions on their federal income tax returns may claim a credit (but no deduction) for such taxes. Individual shareholders subject to the alternative minimum tax (AMT) may not deduct such taxes for AMT purposes.
Transactions in foreign currencies, foreign currency-denominated debt securities and certain foreign currency options, futures contracts, forward contracts and similar instruments (to the extent permitted) may give rise to ordinary income or loss to the extent such income or loss results from fluctuations in the value of the foreign currency. Under Section 988 of the Code, gains or losses attributable to fluctuations in exchange rates between the time the Fund accrues income or receivables or expenses or other liabilities denominated in a foreign currency and the time the Fund actually collects such income or pays such liabilities are generally treated as ordinary income or ordinary loss.
Investments in passive foreign investment companies (PFICs) could subject the Fund to U.S. federal income tax or other charges on certain distributions from such companies and on disposition of investments in such companies; however, the tax effects of such investments may be mitigated by making an election to mark such investments to market annually or treat the PFIC as a qualified electing fund. If the Fund were to invest in a PFIC and elect to treat the PFIC as a qualified electing fund under the Code, the Fund might be required to include in income each year a portion of the ordinary earnings and net capital gains of the qualified electing fund, even if not distributed to the Fund, and such amounts would be subject to the distribution requirements described above. In order to make this election, the Fund would be required to obtain certain annual information from the PFICs in which it invests, which may be difficult or impossible to obtain. Alternatively, if the Fund were to make a mark-to-market election with respect to a PFIC, the Fund would be treated as if it had sold and repurchased the PFIC stock at the end of each year. In such case, the Fund would report any such gains as ordinary income and would deduct any such losses as ordinary losses to the extent of previously recognized gains. This election must be made separately for each PFIC, and once made, would be effective for all subsequent taxable years unless revoked with the consent of the IRS. The Fund may be required to recognize income in excess of the distributions it receives from PFICs and its proceeds from dispositions of PFIC stock in any particular year. As a result, the Fund may have to distribute this phantom income and gain to satisfy the distribution requirement and to avoid imposition of the 4% excise tax.
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U.S. Government Securities. Distributions paid by the Fund that are derived from interest on obligations of the U.S. Government and certain of its agencies and instrumentalities (but generally not distributions of capital gains realized upon the disposition of such obligations) may be exempt from state and local income taxes. The Fund generally intends to advise shareholders of the extent, if any, to which its distributions consist of such interest. Shareholders are urged to consult their tax advisers regarding the possible exclusion of such portion of their dividends for state and local income tax purposes.
Real Estate Investment Trusts (REITs). Any investment by the Fund in equity securities of a REIT qualifying as such under Subchapter M of the Code may result in the Funds receipt of cash in excess of the REITs earnings; if the Fund distributes these amounts, these distributions could constitute a return of capital to Fund shareholders for U.S. federal income tax purposes. Investments in REIT equity securities also may require the Fund to accrue and distribute income not yet received. To generate sufficient cash to make the requisite distributions, the Fund may be required to sell securities in its portfolio (including when it is not advantageous to do so) that it otherwise would have continued to hold. Dividends received by the Fund from a REIT will not qualify for the corporate dividends-received deduction and generally will not constitute qualified dividend income.
Inflation-Indexed Bonds. Periodic adjustments for inflation to the principal amount of an inflation-indexed bond may give rise to original issue discount, which will be includable in the Funds gross income (see Securities Acquired at Market Discount or with Original Issue Discount above). Also, if the principal value of an inflation-indexed bond is adjusted downward due to inflation, amounts previously distributed in the taxable year may be characterized in some circumstances as a return of capital (see Taxation of Fund Shareholders below).
Taxation of Fund Shareholders. Subject to the discussion of distributions of tax-exempt income below, Fund distributions of investment income and net gains from investments held for one year or less will be taxable as ordinary income. Fund distributions of any net gains from investments held for more than one year are taxable as long-term capital gains. Taxes on distributions of capital gains are determined by how long the Fund owned the investments that generated the gains, rather than how long a shareholder has owned his or her shares in the Fund. Dividends and distributions on the Funds shares are generally subject to federal income tax as described herein to the extent they are made out of the Funds earnings and profits, even though such dividends and distributions may economically represent a return of a particular shareholders investment. Such distributions are likely to occur in respect of shares purchased at a time when the Funds net asset value reflects gains that are either unrealized, or realized but not distributed. Such realized gains may be required to be distributed even when the Funds net asset value also reflects unrealized losses.
Distributions paid by the Fund during any period may be more or less than the amount of net investment income and capital gains actually earned during the period. If the Fund makes a distribution to a shareholder in excess of the Funds current and accumulated earnings and profits in any taxable year, the excess distribution will be treated as a return of capital to the extent of such shareholders tax basis in its shares, and thereafter as capital gain. A return of capital is not taxable, but it reduces a shareholders tax basis in its shares, thus reducing any loss or increasing any gain on a subsequent taxable disposition by the shareholder of its shares.
Ordinarily, shareholders are required to take taxable distributions by the Fund into account in the year in which the distributions are made. However, for federal income tax purposes, dividends that are declared by the Fund in October, November or December as of a record date in such month and actually paid in January of the following year will be treated as if they were paid on December 31 of the year declared. Therefore, such dividends will generally be taxable to a shareholder in the year declared rather than in the year paid.
The amount of distributions payable by the Fund may vary depending on general economic and market conditions, the composition of investments, current management strategy and Fund operating expenses. The Fund will inform shareholders of the tax character of
distributions annually
to
facilitate shareholder tax reporting
.
The Fund may elect to retain its net capital gain, in which case the Fund will be taxed thereon (except to the extent of any available capital loss carryovers) at the 35% corporate tax rate. In such a case, it is expected that the Fund also will elect to have shareholders of record on the last day of its taxable year treated as if each received a distribution of its pro rata share of such gain, with the result that each shareholder will be required to report its pro rata share of such gain on its tax return as long-term capital gain, will receive a refundable tax credit for its pro rata share of tax paid by the Fund on the gain, and will increase the tax basis for its shares by an amount equal to the deemed distribution less the tax credit.
Any Fund distribution, other than dividends that are declared by the Fund on a daily basis, will have the effect of reducing the per share net asset value of Fund shares by the amount of the distribution. If a shareholder buys shares when the Fund has unrealized or realized but not yet distributed ordinary income or capital gains, the shareholder will pay full price for the shares
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SAI dated June 1, 2013
and then may receive a portion back as a taxable distribution even though such distribution may economically represent a return of the shareholders investment.
Tax-Exempt Income. Distributions by the Fund of net tax-exempt interest income that are properly reported as exempt-interest dividends may be treated by shareholders as interest excludable from gross income for federal income tax purposes under Section 103(a) of the Code. In order for the Fund to be entitled to pay the tax-exempt interest income as exempt-interest dividends to its shareholders, the Fund must satisfy certain requirements, including the requirement that, at the close of each quarter of its taxable year, at least 50% of the value of its total assets consists of obligations the interest on which is exempt from regular federal income tax under Code Section 103(a). Interest on certain municipal obligations may be taxable for purposes of the federal AMT and for state and local purposes. In addition, corporate shareholders must include the full amount of exempt-interest dividends in computing the preference items for the purposes of the AMT. Fund shareholders are required to report tax-exempt interest on their federal income tax returns.
Tax-exempt distributions received from the Fund are taken into account in determining, and may increase, the portion of social security and certain railroad retirement benefits that may be subject to federal income tax. Interest on indebtedness incurred by a shareholder to purchase or carry Fund shares that distributes exempt-interest dividends will not be deductible for U.S. federal income tax purposes. If a shareholder receives exempt interest dividends with respect to any Fund share and if the share is held by the shareholder for six months or less, then any loss on the sale or exchange of the share may, to the extent of the exempt-interest dividends, be disallowed. Furthermore, a portion of any exempt-interest dividend paid by the Fund that represents income derived from certain revenue or private activity bonds held by the Fund may not retain its tax-exempt status in the hands of a shareholder who is a substantial user of a facility financed by such bonds, or a related person thereof. In addition, the receipt of dividends and distributions from the Fund may affect a foreign corporate shareholders federal branch profits tax liability and the federal excess net passive income tax liability of a shareholder of a Subchapter S corporation. Shareholders should consult their own tax advisors as to whether they are (i) substantial users with respect to a facility or related to such users within the meaning of the Code or (ii) subject to a federal alternative minimum tax, the federal branch profits tax, or the federal excess net passive income tax.
Qualified Dividend Income.
Qualified dividend income received by an individual
is
taxed at the rates applicable to long-term capital gain (
at a maximum rate of
20
%). In order for
a dividend
received by Fund shareholders to be qualified dividend income, the Fund must meet holding period and other requirements with respect to
the dividend-paying
stock
in its portfolio and the shareholder must meet holding period and other requirements with respect to the Funds shares. A dividend will not be treated as qualified dividend income
(at either the Fund or shareholder level)
(1) if the dividend is received with respect to any share of stock held for fewer than 61 days during the 121-day period beginning at the date which is 60 days before the date on which such share becomes ex-dividend with respect to such dividend (or, in the case of certain preferred stock, 91 days during the 181-day period beginning 90 days before such date), (2) to the extent that the recipient is under an obligation (whether pursuant to a short sale or otherwise) to make related payments with respect to positions in substantially similar or related property, (3) if the recipient elects to have the dividend income treated as investment interest, or (4) if the dividend is received from a foreign corporation that is (a) not eligible for the benefits of a comprehensive income tax treaty with the U.S. (with the exception of dividends paid on stock of such a foreign corporation readily tradable on an established securities market in the U.S.) or (b) treated as a passive foreign investment company. In general, distributions of investment income reported by the Fund as derived from qualified dividend income will be treated as qualified dividend income by a shareholder taxed as an individual provided the shareholder meets the holding period and other requirements described above with respect to the Funds shares. In any event, if the aggregate qualified dividends received by the Fund during any taxable year are 95% or more of its gross income, then 100% of the Funds dividends (other than properly reported capital gain dividends) will be eligible to be treated as qualified dividend income. For this purpose, the only gain with respect to the sale of stocks and securities included in the term gross income is the excess of net short-term capital gain over net long-term capital loss.
Dividends Received Deduction for Corporations. A portion of distributions made by the Fund which are derived from dividends from U.S. corporations may qualify for the dividends-received deduction (DRD) for corporations. The DRD is reduced to the extent the Fund shares with respect to which the dividends are received are treated as debt-financed under the Code and is eliminated if the shares are deemed to have been held for less than a minimum period, generally more than 45 days during the 91-day period beginning 45 days before the ex-dividend date or if the recipient is under an obligation (whether pursuant to a short sale or otherwise) to make related payments with respect to positions in substantially similar or related property. Receipt of certain distributions qualifying for the DRD may result in reduction of the tax basis of the corporate shareholders shares. Distributions eligible for the DRD may give rise to or increase the alternative minimum tax for certain corporations.
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Recognition of Unrelated Business Taxable Income by Tax-Exempt Shareholders. Under current law, tax-exempt investors generally will not recognize unrelated business taxable income (UBTI) from distributions from the Fund. Notwithstanding the foregoing, a tax-exempt shareholder could recognize UBTI if shares in the Fund constitute debt-financed property in the hands of a tax-exempt shareholder within the meaning of Code section 514(b). In addition, certain types of income received by the Fund from REITs, real estate mortgage investment conduits (REMICs), taxable mortgage pools or other investments may cause the Fund to designate some or all of its distributions as excess inclusion income. To Fund shareholders such excess inclusion income may: (1) constitute taxable income as UBTI for those shareholders who would otherwise be tax-exempt such as individual retirement accounts, 401(k) accounts, Keogh plans, pension plans and certain charitable entities; (2) not be offset by otherwise allowable deductions for tax purposes; (3) not be eligible for reduced U.S. withholding for non-U.S. shareholders even from tax treaty countries; and (4) cause the Fund to be subject to tax if certain disqualified organizations as defined by the Code are Fund shareholders.
Redemption or Exchange of Fund Shares. Generally, upon sale or exchange of Fund shares, a shareholder will realize a taxable gain or loss equal to the difference between the amount realized and the basis in shares. Such gain or loss will be treated as capital gain or loss if the shares are capital assets in the shareholders hands, and will be long-term capital gain or loss if the shares are held for more than one year, and short-term capital gain or loss if the shares are held for one year or less.
Any loss realized upon the sale or exchange of Fund shares with a tax holding period of six months or less will be treated as a long-term capital loss to the extent of any distributions treated as long-term capital gain with respect to such shares. In addition, all or a portion of a loss realized on a redemption or other disposition of Fund shares may be disallowed under wash sale rules to the extent the shareholder acquired other shares of the same Fund (whether through the reinvestment of distributions or otherwise) within the period beginning 30 days before the redemption of the loss shares and ending 30 days after such date. Any disallowed loss will result in an adjustment to the shareholders tax basis in some or all of the other shares acquired.
Sales charges paid upon a purchase of shares subject to a front-end sales charge cannot be taken into account for purposes of determining gain or loss on a redemption or exchange of the shares before the 91st day after their purchase to the extent a sales charge is reduced or eliminated in a subsequent acquisition of Fund shares (or shares of another fund) on or before January 31 of the following calendar year pursuant to the reinvestment or exchange privilege. Any disregarded amounts will result in an adjustment to the shareholders tax basis in some or all of any other shares acquired.
Applicability of Medicare Contribution Tax. The Code imposes a 3.8% Medicare contribution tax on unearned income of certain U.S. individuals, estates and trusts. For individuals, the tax is on the lesser of the net investment income and the excess of modified adjusted gross income over $200,000 (or $250,000 if married filing jointly). Net investment income includes , among other things, interest, dividends, and gross income and capital gains derived from passive activities and trading in securities or commodities. Net investment income is reduced by deductions properly allocable to this income. This tax is effective with respect to amounts received, and taxable years beginning, after December 31, 2012.
Back-Up Withholding for U.S. Shareholders.
Amounts paid by the Fund to individuals and certain other shareholders who have not provided the Fund with their correct taxpayer identification number (TIN) and certain certifications required by the IRS as well as shareholders with respect to whom the Fund has received certain information from the IRS or a broker, may be subject to backup withholding of federal income tax arising from the Funds taxable dividends and other distributions as well as the proceeds of redemption transactions (including repurchases and exchanges), at a rate of 28
%.
An individuals TIN is generally his or her social security number. Backup withholding is not an additional tax and any amount withheld may be credited against a shareholders U.S. federal income tax liability.
Taxation of Foreign Shareholders. In general, dividends (other than capital gain dividends and exempt-interest dividends) paid to a shareholder that is not a U.S. person within the meaning of the Code (a foreign person or foreign shareholder) are subject to withholding of U.S. federal income tax at a rate of 30% (or lower applicable treaty rate). The withholding tax does not apply to regular dividends paid to a foreign person who provides a Form W-8ECI, certifying that the dividends are effectively connected with the foreign persons conduct of a trade or business within the United States. Instead, the effectively connected dividends will be subject to regular U.S. income tax as if the foreign person were a U.S. shareholder. A non-U.S. corporation receiving effectively connected dividends may also be subject to additional branch profits tax imposed at a rate of 30% (or lower treaty rate). A foreign person who fails to provide an IRS Form W-8BEN or other applicable form may be subject to backup withholding at the appropriate rate. A foreign shareholder would generally be exempt from U.S. federal income tax, including withholding tax, on gains realized on the sale of shares of the Fund, net capital gain dividends, exempt interest dividends, and amounts retained by the Fund that are reported as undistributed capital gains.
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SAI dated June 1, 2013
For taxable years beginning before January 1, 2014, properly reported dividends are generally exempt from U.S. federal withholding tax where they (i) are paid in respect of the Funds qualified net interest income (generally, the Funds U.S. source interest income, other than certain contingent interest and interest from obligations of a corporation or partnership in which the Fund is at least a 10% shareholder, reduced by expenses that are allocable to such income) or (ii) are paid in respect of the Funds qualified short-term capital gains (generally, the excess of the Funds net short-term capital gain over the Funds long-term capital loss for such taxable year). However, depending on its circumstances, the Fund may report all, some or none of its potentially eligible dividends as such qualified net interest income or as qualified short-term capital gains and/or treat such dividends, in whole or in part, as ineligible for this exemption from withholding. In order to qualify for this exemption from withholding, a non-U.S. shareholder would need to comply with applicable certification requirements relating to its non-U.S. status (including, in general, furnishing an IRS Form W-8BEN or substitute Form). In the case of shares held through an intermediary, the intermediary could withhold even if the Fund designates the payment as qualified net interest income or qualified short-term capital gain. Non-U.S. shareholders should contact their intermediaries with respect to the application of these rules to their accounts.
For taxable years beginning before January 1, 2014,
distributions that the Fund reports as short-term capital gain dividends or long-term capital gain dividends will not be treated as such to a recipient foreign shareholder if the distribution is attributable to
gain from the sale or exchange of U.S. real property or an interest in a U.S. real property holding corporation and the Funds direct or indirect interests in U.S. real property exceeded certain levels. Instead, if the foreign shareholder has not owned more than 5% of the outstanding shares of the Fund at any time during the one year period ending on the date of distribution, such distributions will be subject to 30% withholding by the Fund and will be treated as ordinary dividends to the foreign shareholder; if the foreign shareholder owned more than 5% of the outstanding shares of the Fund at any time during the one year period ending on the date of the distribution, such distribution will be treated as real property gain subject to 35% withholding tax and could subject the foreign shareholder to U.S. filing requirements. The rules described in this paragraph, other than the withholding rules, will apply notwithstanding the Funds participation or a foreign shareholders participation in a wash sale transaction or the payment of a substitute dividend.
Additionally, if the Funds direct or indirect interests in U.S. real property were to exceed certain levels, a foreign shareholder realizing gains upon redemption from the Fund could be subject to the 35% withholding tax and U.S. filing requirements unless the foreign person had not held more than 5% of the Funds outstanding shares throughout either such persons holding period for the redeemed shares or, if shorter, the previous five years
, or for sales occurring on or before December 31, 2013, 50% or more of the value of the Funds shares were held by U.S. entities.
The same rules apply with respect to distributions to a foreign shareholder from the Fund and redemptions of a foreign shareholders interest in the Fund attributable to a REITs distribution to the Fund of gain from the sale or exchange of U.S. real property or an interest in a U.S. real property holding corporation, if the Funds direct or indirect interests in U.S. real property were to exceed certain levels. The rule with respect to distributions and redemptions attributable to a REITs distribution to the Fund will not expire for taxable years beginning on or after January 1, 2014.
Provided that 50% or more of the value of the Funds stock is held by U.S. shareholders, distributions of U.S. real property interests (including securities in a U.S. real property holding corporation, unless such corporation is regularly traded on an established securities market and the Fund has held 5% or less of the outstanding shares of the corporation during the five-year period ending on the date of distribution) occurring on or before December 31, 2013, in redemption of a foreign shareholders shares of the Fund will cause the Fund to recognize gain. If the Fund is required to recognize gain, the amount of gain recognized will be equal to the fair market value of such interests over the Funds adjusted basis to the extent of the greatest foreign ownership percentage of the Fund during the five-year period ending on the date of redemption.
In the case of foreign non-corporate shareholders, the Fund may be required to backup withhold U.S. federal income tax on distributions that are otherwise exempt from withholding tax unless such shareholders furnish the Fund with proper notification of their foreign status.
Compliance with the HIRE Act.
A 30% withholding tax will be imposed on dividends paid after December 31, 2013, and redemption proceeds paid after December 31, 2016, to (i) foreign financial institutions including non-U.S. investment funds unless they agree to collect and disclose to the IRS information regarding their direct and indirect U.S. account holders and (ii) certain other foreign entities, unless they certify certain information regarding their direct and indirect U.S. owners. To avoid withholding, foreign financial institutions will need to either enter into agreements with the IRS that state that they will provide the IRS information, including the names, addresses and taxpayer identification numbers of direct and indirect U.S. account holders, comply with due diligence procedures with respect to the identification of U.S. accounts, report to the IRS certain information with respect to U.S. accounts maintained, agree to withhold tax on certain payments made to non-compliant foreign
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financial institutions or to account holders who fail to provide the required information, and determine certain other information as to their account holders or, in the event that an applicable intergovernmental agreement and implementing legislation are adopted, agree to provide certain information to other revenue authorities for transmittal to the IRS. Other foreign entities will need to either provide the name, address, and taxpayer identification number of each substantial U.S. owner or certifications of no substantial U.S. ownership unless certain exceptions apply or agree to provide certain information to other revenue authorities for transmittal to the IRS. Non-U.S. shareholders should consult their own tax advisors regarding the possible implications of these requirements on their investment in the Fund.
Requirements of Form 8886. Under Treasury regulations, if a shareholder realizes a loss on disposition of the Funds shares of $2 million or more for an individual shareholder or $10 million or more for a corporate shareholder, the shareholder must file with the IRS a disclosure statement on Form 8886. Direct shareholders of portfolio securities are in many cases excepted from this reporting requirement, but under current guidance, shareholders of a RIC are not excepted. The fact that a loss is reportable under these regulations does not affect the legal determination of whether the taxpayers treatment of the loss is proper. Shareholders should consult their tax advisors to determine the applicability of these regulations in light of their individual circumstances. Under certain circumstances, certain tax-exempt entities and their managers may be subject to excise tax if they are parties to certain reportable transactions.
Other Taxes. Dividends, distributions and redemption proceeds may also be subject to additional state, local and foreign taxes depending on each shareholders particular situation.
Changes in Taxation. The taxation of the Fund, the Portfolio, the Subsidiary and shareholders may be adversely affected by future legislation, Treasury regulations, IRS revenue procedures and/or guidance issued by the IRS.
PORTFOLIO SECURITIES TRANSACTIONS
Decisions concerning the execution of portfolio security transactions, including the selection of the market and the broker-dealer firm, are made by BMR, the Fund's investment adviser. The Fund is responsible for the expenses associated with its portfolio transactions. The investment adviser is also responsible for the execution of transactions for all other accounts managed by it. The investment adviser places the portfolio security transactions for execution with one or more broker-dealer firms. The investment adviser uses its best efforts to obtain execution of portfolio security transactions at prices which in the investment advisers judgment are advantageous to the client and at a reasonably competitive spread or (when a disclosed commission is being charged) at reasonably competitive commission rates. In seeking such execution, the investment adviser will use its best judgment in evaluating the terms of a transaction, and will give consideration to various relevant factors, including without limitation the full range and quality of the broker-dealer firms services,
responsiveness of the firm to the investment adviser, the size and type of the transaction, the nature and character of the market for the security, the confidentiality, speed and certainty of effective execution required for the transaction, the general execution and operational capabilities of the broker-dealer firm, the reputation, reliability, experience and financial condition of the firm, the value and quality of the services rendered by the firm in this and other transactions, and the amount of the spread or commission, if any. In addition, the investment adviser may consider the receipt of Research Services (as defined below), provided it does not compromise the investment
advisers
obligation to seek best overall execution for the Fund. The investment adviser may engage in portfolio brokerage transactions with a broker-dealer firm that sells shares of Eaton Vance funds, provided such transactions are not directed to that firm as compensation for the promotion or sale of such shares.
Municipal obligations, including state obligations, purchased and sold by the Fund are generally traded in the over-the-counter market on a net basis (i.e., without commission) through broker-dealers and banks acting for their own account rather than as brokers, or otherwise involve transactions directly with the issuer of such obligations. Such firms attempt to profit from such transactions by buying at the bid price and selling at the higher asked price of the market for such obligations, and the difference between the bid and asked price is customarily referred to as the spread. The Fund may also purchase municipal obligations from underwriters, and dealers in fixed-price offerings, the cost of which may include undisclosed fees and concessions to the underwriters. On occasion it may be necessary or appropriate to purchase or sell a security through a broker on an agency basis, in which case the Fund will incur a brokerage commission. Although spreads or commissions on portfolio security transactions will, in the judgment of the investment adviser, be reasonable in relation to the value of the services provided, spreads or commissions exceeding those which another firm might charge may be paid to firms who were selected to execute transactions on behalf of the Fund and the investment advisers other clients for providing brokerage and research services to the investment adviser.
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Pursuant to the safe harbor provided in Section 28(e) of the Securities Exchange Act of 1934, as amended (Section 28(e)), a broker or dealer who executes a portfolio transaction may receive a commission that is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the investment adviser determines in good faith that such compensation was reasonable in relation to the value of the brokerage and research services provided. This determination may be made on the basis of either that particular transaction or on the basis of the overall responsibility which the investment adviser and its affiliates have for accounts over which they exercise investment discretion. Research Services as used herein includes any and all brokerage and research services to the extent permitted by Section 28(e). Generally, Research Services may include, but are not limited to, such matters as research, analytical and quotation services, data, information and other services products and materials which assist the investment adviser in the performance of its investment responsibilities. More specifically, Research Services may include general economic, political, business and market information, industry and company reviews, evaluations of securities and portfolio strategies and transactions, technical analysis of various aspects of the securities markets, recommendations as to the purchase and sale of securities and other portfolio transactions, certain financial, industry and trade publications, certain news and information services, and certain research oriented computer software, data bases and services. Any particular Research Service obtained through a broker-dealer may be used by the investment adviser in connection with client accounts other than those accounts which pay commissions to such broker-dealer. Any such Research Service may be broadly useful and of value to the investment adviser in rendering investment advisory services to all or a significant portion of its clients, or may be relevant and useful for the management of only one clients account or of a few clients accounts, or may be useful for the management of merely a segment of certain clients accounts, regardless of whether any such account or accounts paid commissions to the broker-dealer through which such Research Service was obtained. The investment adviser evaluates the nature and quality of the various Research Services obtained through broker-dealer firms and may attempt to allocate sufficient portfolio security transactions to such firms to ensure the continued receipt of Research Services which the investment adviser believes are useful or of value to it in rendering investment advisory services to its clients. The investment adviser may also receive brokerage and Research Services from underwriters and dealers in fixed-price offerings.
Research Services provided by (and produced by) broker-dealers that execute portfolio transactions or from affiliates of executing broker-dealers are referred to as Proprietary Research. The investment adviser may and does consider the receipt of Proprietary Research Services as a factor in selecting broker dealers to execute client portfolio transactions, provided it does not compromise the investment advisers obligation to seek best overall execution. The investment adviser also may consider the receipt of Research Services under so called client commission arrangements or commission sharing arrangements (both referred to as CCAs) as a factor in selecting broker dealers to execute transactions, provided it does not compromise the investment advisers obligation to seek best overall execution. Under a CCA arrangement, the investment adviser may cause client accounts to effect transactions through a broker-dealer and request that the broker-dealer allocate a portion of the commissions paid on those transactions to a pool of commission credits that are paid to other firms that provide Research Services to the investment adviser. Under a CCA, the broker-dealer that provides the Research Services need not execute the trade. Participating in CCAs may enable the investment adviser to consolidate payments for research using accumulated client commission credits from transactions executed through a particular broker-dealer to periodically pay for Research Services obtained from and provided by other firms, including other broker-dealers that supply Research Services. The investment adviser believes that CCAs offer the potential to optimize the execution of trades and the acquisition of a variety of high quality Research Services that the investment adviser might not be provided access to absent CCAs. The investment adviser will only enter into and utilize CCAs to the extent permitted by Section 28(e).
The investment companies sponsored by the investment adviser or its affiliates also may allocate trades in such offerings to acquire information relating to the performance, fees and expenses of such companies and other investment companies, which information is used by the
members of the Board
of such companies to fulfill their responsibility to oversee the quality of the services provided to various entities, including the investment adviser, to such companies. Such companies may also pay cash for such information.
Municipal Obligations considered as investments for the Fund may also be appropriate for other investment accounts managed by the investment adviser or its affiliates. Whenever decisions are made to buy or sell securities by the Fund and one or more of such other accounts simultaneously, the investment adviser will allocate the security transactions (including new issues) in a manner which it believes to be equitable under the circumstances. As a result of such allocations, there may be instances where the Fund will not participate in a transaction that is allocated among other accounts. If an aggregated order cannot be filled completely, allocations will generally be made on a pro rata basis. An order may not be allocated on a pro rata basis where, for example: (i) consideration is given to portfolio managers who have been instrumental in developing or negotiating a particular investment; (ii) consideration is given to an account with specialized investment policies that coincide with the particulars of a specific investment; (iii) pro rata allocation would result in odd-lot or de minimis amounts being allocated to a portfolio or other client; or (iv) where the investment adviser reasonably determines that departure from a pro rata allocation is advisable. While
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these aggregation and allocation policies could have a detrimental effect on the price or amount of the securities available to the Fund from time to time, it is the opinion of the
members
of the
Board
that the benefits from the investment adviser organization outweigh any disadvantage that may arise from exposure to simultaneous transactions.
The following table shows brokerage commissions paid during three fiscal years ended January 31,
2013,
2012
and
2011
, as well as the amount of Fund security transactions for the most recent fiscal year (if any) that were directed to firms that provided some Research Services to the investment adviser or its affiliates (see above), and the commissions paid in connection therewith.
During the fiscal year ended January 31,
2013
, the Fund held no securities of its regular brokers or dealers, as that term is defined in Rule 10b-1 of the 1940 Act.
FINANCIAL STATEMENTS
The audited financial statements of, and the report of the independent registered public accounting firm for the Fund appear in its annual report to shareholders and are incorporated by reference into this SAI. A copy of the annual report accompanies this SAI.
Householding. Consistent with applicable law, duplicate mailings of shareholder reports and certain other Fund information to shareholders residing at the same address may be eliminated.
Registrant incorporates by reference the audited financial information and the report of the independent registered public accounting firm for the Fund for the fiscal year ended January 31,
2013
, as previously filed electronically with the SEC (Accession No.
0001193125-13-129491
).
ADDITIONAL INFORMATION ABOUT INVESTMENT STRATEGIES
Asset Coverage |
To the extent required by SEC guidelines, if a transaction exposes the Fund to an obligation of another party it will either: (1) enter an offsetting (covered) position for the same type of financial asset; or (2) segregate cash or liquid securities on the books of either the custodian or the investment adviser with a value sufficient at all times to cover its potential obligations not covered. Assets used as cover or segregated cannot be sold while the position(s) requiring cover is open unless replaced with other appropriate assets. As a result, if a large portion of assets is segregated or committed as cover, it could impede portfolio management or the ability to meet redemption requests or other current obligations. The types of transactions that may require asset coverage include (but are not limited to) reverse repurchase agreements, repurchase agreements, short sales, securities lending, forward contracts, options, forward commitments, futures contracts, when-issued securities, swap agreements, residual interest bonds and participation in revolving credit facilities. |
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|
Valuations of such securities is highly speculative, however, dividends on auction rate preferred securities issued by a closed-end fund may be reported, generally on Form 1099, as exempt from federal income tax to the extent they are attributable to tax-exempt interest income earned by the Fund on the securities and distributed to holders of the preferred securities, provided that the preferred securities are treated as equity securities for federal income tax purposes, and the closed-end fund complies with certain requirements under the Code. Investments in auction rate preferred securities of closed-end funds are subject to limitations on investments in other U.S. registered investment companies, which limitations are prescribed by the 1940 Act. |
Average Effective Maturity |
Average effective maturity is a weighted average of all the maturities of bonds owned by the Fund. Average effective maturity takes into consideration all mortgage payments, puts and adjustable coupons. In the event the Fund invests in multiple Portfolios, its average weighted maturity is the sum of its allocable share of the average weighted maturity of each of the Portfolios in which it invests, which is determined by multiplying the Portfolios average weighted maturity by the Funds percentage ownership of that Portfolio. |
Borrowing for Investment Purposes |
Successful use of a borrowing strategy depends on the investment advisers ability to predict correctly interest rates and market movements. There is no assurance that a borrowing strategy will be successful. Upon the expiration of the term of the Funds existing credit arrangement, the lender may not be willing to extend further credit to the Fund or may be willing to do so at an increased cost to the Fund. If the Fund is not able to extend its credit arrangement, it may be required to liquidate holdings to repay amounts borrowed from the lender. Borrowing to increase investments generally will exaggerate the effect on the Funds net asset value of any increase or decrease in the value of the security purchased with the borrowings. Successful use of a borrowing strategy depends on the investment advisers ability to predict correctly interest rates and market movements. There can be no assurance that the use of borrowings will be successful. In connection with its borrowings, the Fund will be required to maintain specified asset coverage with respect to such borrowings by both the 1940 Act and the terms of its credit facility with the lender. The Fund may be required to dispose of portfolio investments on unfavorable terms if market fluctuations or other factors reduce the required asset coverage to less than the prescribed amount. Borrowings involve additional expense to the Fund. |
Borrowing for Temporary Purposes |
The Fund may borrow for temporary purposes (such as to satisfy redemption requests, to remain fully invested in advance of the settlement of share purchases, and to settle transactions). The Fund typically makes any such borrowings pursuant to an umbrella credit facility to which most of the Eaton Vance funds have access. The Funds ability to borrow under the credit facility is subject to its terms and conditions, which in some cases may limit the Funds ability to borrow under the facility. The credit facility is subject to an annual renewal, which cannot be assured. If the Fund does not have the ability to borrow for temporary purposes, it may be required to sell securities at inopportune times to meet short-term liquidity needs. Borrowings involve additional expense to the Fund. |
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Build America Bonds |
Build America Bonds are taxable municipal obligations issued pursuant to the American Recovery and Reinvestment Act of 2009 (the Act) or other legislation providing for the issuance of taxable municipal debt on which the issuer receives federal support. Enacted in February 2009, the Act authorizes state and local governments to issue taxable bonds on which, assuming certain specified conditions are satisfied, issuers may either (i) receive reimbursement from the U.S. Treasury with respect to its interest payments on the bonds (direct pay Build America Bonds); or (ii) provide tax credits to investors in the bonds (tax credit Build America Bonds). Unlike most other municipal obligations, interest received on Build America Bonds is subject to federal income tax and may be subject to state income tax. Under the terms of the Act, issuers of direct pay Build America Bonds are entitled to receive reimbursement from the U.S. Treasury currently equal to 35% (or 45% in the case of Recovery Zone Economic Development Bonds) of the interest paid. Holders of tax credit Build America Bonds can receive a federal tax credit currently equal to 35% of the coupon interest received. The Fund may invest in principal only strips of tax credit Build America Bonds, which entitle the holder to receive par value of such bonds if held to maturity. The Fund does not expect to receive (or pass through to shareholders) tax credits as a result of its investments. The federal interest subsidy or tax credit continues for the life of the bonds. Build America Bonds are an alternative form of financing to state and local governments whose primary means for accessing the capital markets has been through issuance of tax-free municipal bonds. Build America Bonds can appeal to a broader array of investors than the high income U.S. taxpayers that have traditionally provided the market for municipal bonds. Build America Bonds may provide a lower net cost of funds to issuers. Pursuant to the terms of the Act, the issuance of Build America Bonds ceased on December 31, 2010. As a result, the availability of such bonds is limited and the market for the bonds and/or their liquidity may be affected. |
Call and Put Features on Obligations |
Issuers of obligations may reserve the right to call (redeem) the obligations. If an issuer redeems an obligation with a call right during a time of declining interest rates, the holder of the obligation may not be able to reinvest the proceeds in securities providing the same investment return as provided by the securities redeemed. Some obligations may have put or demand features that allow early redemption by the holder. Longer term fixed-rate bonds may give the holder a right to request redemption at certain times (often annually after the lapse of an intermediate term). This put or demand feature enhances an obligations liquidity by shortening its effective maturity and enables the security to trade at a price equal to or very close to par. If a demand feature terminates prior to being exercised, the holder of the obligation would be subject to the longer maturity of the obligation, which could experience substantially more volatility. Obligations with a put or demand feature are more defensive than conventional long term bonds (protecting to some degree against a rise in interest rates) while providing greater opportunity than comparable intermediate term bonds, because they can be retained if interest rates decline. |
Cash Equivalents |
Cash equivalents include short term, high quality, U.S. dollar denominated instruments such as commercial paper, certificates of deposit and bankers acceptances issued by U.S. or foreign banks, and Treasury bills and other obligations with a maturity of one year or less, including those issued or guaranteed by U.S. Government agencies and instrumentalities. See U.S. Government Securities below. Certificates of deposit are certificates issued against funds deposited in a commercial bank, are for a definite period of time, earn a specified rate of return, and are normally negotiable. Bankers acceptances are short-term credit instruments used to finance the import, export, transfer or storage of goods. They are termed accepted when a bank guarantees their payment at maturity. |
|
The obligations of foreign branches of U.S. banks may be general obligations of the parent bank in addition to the issuing branch, or may be limited by the terms of a specific obligation and by governmental regulation. Payment of interest and principal upon these obligations may also be affected by governmental action in the country of domicile of the branch (generally referred to as sovereign risk). In addition, evidence of ownership of portfolio securities may be held outside of the U.S. and generally will be subject to the risks associated with the holding of such property overseas. Various provisions of U.S. law governing the establishment and operation of domestic branches do not apply to foreign branches of domestic banks. The obligations of U.S. branches of foreign banks may be general obligations of the parent bank in addition to the issuing branch, or may be limited by the terms of a specific obligation and by federal and state regulation as well as by governmental action in the country in which the foreign bank has its head office. |
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SAI dated June 1, 2013
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SAI dated June 1, 2013
Commodity-Related Investments |
The value of commodities investments will generally be affected by overall market movements and factors specific to a particular industry or commodity, which may include weather, embargoes, tariffs, and health, political, international and regulatory developments. Economic and other events (whether real or perceived) can reduce the demand for commodities, which may reduce market prices and cause the value of Fund shares to fall. The frequency and magnitude of such changes cannot be predicted. Exposure to commodities and commodities markets may subject the Fund to greater volatility than investments in traditional securities. No active trading market may exist for certain commodities investments, which may impair the ability of the Fund to sell or to realize the full value of such investments in the event of the need to liquidate such investments. In addition, adverse market conditions may impair the liquidity of actively traded commodities investments. Certain types of commodities instruments (such as total return swaps and commodity-linked notes) are subject to the risk that the counterparty to the instrument will not perform or will be unable to perform in accordance with the terms of the instrument. To the extent commodity-related investments are held through the Subsidiary, the Subsidiary is not subject to U.S. laws (including securities laws) and their protections. The Subsidiary is subject to the laws of the Cayman Islands, a foreign jurisdiction, and can be affected by developments in that jurisdiction. |
|
Certain commodities are subject to limited pricing flexibility because of supply and demand factors. Others are subject to broad price fluctuations as a result of the volatility of the prices for certain raw materials and the instability of supplies of other materials. These additional variables may create additional investment risks and result in greater volatility than investments in traditional securities. The commodities which underlie commodity futures contracts and commodity swaps may be subject to additional economic and non-economic variables, such as drought, floods, weather, livestock disease, embargoes, tariffs, and international economic, political and regulatory developments. Unlike the financial futures markets, in the commodity futures markets there are costs of physical storage associated with purchasing the underlying commodity. The price of the commodity futures contract will reflect the storage costs of purchasing the physical commodity, including the time value of money invested in the physical commodity. To the extent that the storage costs for an underlying commodity change while the Fund is invested in futures contracts on that commodity, the value of the futures contract may change proportionately. |
|
In the commodity futures markets, producers of the underlying commodity may decide to hedge the price risk of selling the commodity by selling futures contracts today to lock in the price of the commodity at delivery tomorrow. In order to induce speculators to purchase the other side of the same futures contract, the commodity producer generally must sell the futures contract at a lower price than the expected future spot price. Conversely, if most hedgers in the futures market are purchasing futures contracts to hedge against a rise in prices, then speculators will only sell the other side of the futures contract at a higher futures price than the expected future spot price of the commodity. The changing nature of the hedgers and speculators in the commodity markets will influence whether futures prices are above or below the expected future spot price, which can have significant implications for the Fund. If the nature of hedgers and speculators in futures markets has shifted when it is time for the Fund to reinvest the proceeds of a maturing contract in a new futures contract, the Fund might reinvest at higher or lower futures prices, or choose to pursue other investments. |
Common Stocks |
Common stock represents an equity ownership interest in the issuing corporation. Holders of common stock generally have voting rights in the issuer and are entitled to receive common stock dividends when, as and if declared by the corporations board of directors. Common stock normally occupies the most subordinated position in an issuers capital structure. Returns on common stock investments consist of any dividends received plus the amount of appreciation or depreciation in the value of the stock. |
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SAI dated June 1, 2013
|
Although common stocks have historically generated higher average returns than fixed-income securities over the long term and particularly during periods of high or rising concerns about inflation, common stocks also have experienced significantly more volatility in returns and may not maintain their real value during inflationary periods. An adverse event, such as an unfavorable earnings report, may depress the value of a particular common stock. Also, the prices of common stocks are sensitive to general movements in the stock market and a drop in the stock market may depress the price of common stocks. Common stock prices fluctuate for many reasons, including changes in investors perceptions of the financial condition of an issuer or the general condition of the relevant stock market, or when political or economic events affecting the issuer occur. In addition, common stock prices may be sensitive to rising interest rates as the costs of capital rise and borrowing costs increase. |
Convertible Securities |
A convertible security is a bond, debenture, note, preferred security, or other security that entitles the holder to acquire common stock or other equity securities of the same or a different issuer. A convertible security entitles the holder to receive interest paid or accrued on debt or the dividend paid on preferred securities until the convertible security matures or is redeemed, converted or exchanged. Before conversion, convertible securities have characteristics similar to nonconvertible income securities in that they ordinarily provide a stable stream of income with generally higher yields than those of common stocks of the same or similar issuers, but lower yields than comparable nonconvertible securities. The value of a convertible security is influenced by changes in interest rates, with investment value declining as interest rates increase and increasing as interest rates decline. The credit standing of the issuer and other factors also may have an effect on the convertible securitys investment value. A convertible security ranks senior to common stock in a corporations capital structure but are usually subordinated to comparable nonconvertible securities. Convertible securities may be purchased for their appreciation potential when they yield more than the underlying securities at the time of purchase or when they are considered to present less risk of principal loss than the underlying securities. Generally speaking, the interest or dividend yield of a convertible security is somewhat less than that of a non-convertible security of similar quality issued by the same company. A convertible security may be subject to redemption at the option of the issuer at a price established in the convertible securitys governing instrument. |
|
Convertible securities are issued and traded in a number of securities markets. Even in cases where a substantial portion of the convertible securities held by the Fund are denominated in U.S. dollars, the underlying equity securities may be quoted in the currency of the country where the issuer is domiciled. As a result, fluctuations in the exchange rate between the currency in which the debt security is denominated and the currency in which the share price is quoted will affect the value of the convertible security. With respect to convertible securities denominated in a currency different from that of the underlying equity securities, the conversion price may be based on a fixed exchange rate established at the time the securities are issued, which may increase the effects of currency risk. |
|
Holders of convertible securities generally have a claim on the assets of the issuer prior to the common stockholders but may be subordinated to other debt securities of the same issuer. Certain convertible debt securities may provide a put option to the holder, which entitles the holder to cause the securities to be redeemed by the issuer at a premium over the stated principal amount of the debt securities under certain circumstances. |
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|
Certain convertible securities may include loss absorption characteristics that make the securities more equity like. This is particularly true in the financial services sector. While loss absorption language is relatively rare in the convertible securities markets today, it may become more prevalent. One convertible security with loss absorption characteristics is the contingent convertible security (sometimes referred to as a CoCo). These securities provide for mandatory conversion into common stock of the issuer under certain circumstances. The mandatory conversion might be automatically triggered for instance, if a company fails to meet the capital minimum described in the security, the companys regulator makes a determination that the security should convert, or the company receives specified levels of extraordinary public support. Since the common stock of the issuer may not pay a dividend, investors in these instruments could experience a reduced income rate, potentially to zero; and conversion would deepen the subordination of the investor, hence worsening standing in a bankruptcy. In addition, some such instruments have a set stock conversion rate that would cause an automatic write-down of capital if the price of the stock is below the conversion price on the conversion date. In another version of a security with loss absorption characteristics, the liquidation value of the security may be adjusted downward to below the original par value under certain circumstances similar to those which would trigger a CoCo. The write down of the par value would occur automatically and would not entitle the holders to seek bankruptcy of the company. In certain versions of the instruments, the notes will write down to zero under certain circumstances and investors could lose everything even as the issuer remains in business. |
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|
Synthetic convertible securities may include either cash-settled convertibles or manufactured convertibles. Cash-settled convertibles are instruments that are created by the issuer and have the economic characteristics of traditional convertible securities but may not actually permit conversion into the underlying equity securities in all circumstances. As an example, a private company may issue a cash-settled convertible that is convertible into common stock only if the company successfully completes a public offering of its common stock prior to maturity and otherwise pays a cash amount to reflect any equity appreciation. Manufactured convertibles are created by the investment adviser or another party by combining separate securities that possess one of the two principal characteristics of a convertible security, i.e. , fixed-income (fixed-income component) or a right to acquire equity securities (convertibility component). The fixed-income component is achieved by investing in nonconvertible fixed-income securities, such as nonconvertible bonds, preferred securities and money market instruments. The convertibility component is achieved by investing in call options, warrants, or other securities with equity conversion features (equity features) granting the holder the right to purchase a specified quantity of the underlying stocks within a specified period of time at a specified price or, in the case of a stock index option, the right to receive a cash payment based on the value of the underlying stock index. A manufactured convertible differs from traditional convertible securities in several respects. Unlike a traditional convertible security, which is a single security that has a unitary market value, a manufactured convertible is comprised of two or more separate securities, each with its own market value. Therefore, the total market value of such a manufactured convertible is the sum of the values of its fixed-income component and its convertibility component. More flexibility is possible in the creation of a manufactured convertible than in the purchase of a traditional convertible security. Because many corporations have not issued convertible securities, the investment adviser may combine a fixed-income instrument and an equity feature with respect to the stock of the issuer of the fixed-income instrument to create a synthetic convertible security otherwise unavailable in the market. The investment adviser may also combine a fixed-income instrument of an issuer with an equity feature with respect to the stock of a different issuer when the investment adviser believes such a manufactured convertible would better promote the Funds objective than alternative investments. For example, the investment adviser may combine an equity feature with respect to an issuers stock with a fixed-income security of a different issuer in the same industry to diversify the Funds credit exposure, or with a U.S. Treasury instrument to create a manufactured convertible with a higher credit profile than a traditional convertible security issued by that issuer. A manufactured convertible also is a more flexible investment in that its two components may be purchased separately and, upon purchasing the separate securities, combined to create a manufactured convertible. For example, the Fund may purchase a warrant for eventual inclusion in a manufactured convertible while postponing the purchase of a suitable bond to pair with the warrant pending development of more favorable market conditions. The value of a manufactured convertible may respond to certain market fluctuations differently from a traditional convertible security with similar characteristics. For example, in the event the Fund created a manufactured convertible by combining a short-term U.S. Treasury instrument and a call option on a stock, the manufactured convertible would be expected to outperform a traditional convertible of similar maturity that is convertible into that stock during periods when Treasury instruments outperform corporate fixed-income securities and underperform during periods when corporate fixed-income securities outperform Treasury instruments. |
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SAI dated June 1, 2013
Credit Linked Securities |
See also Derivative Instruments and Related Risks herein. Credit linked securities are issued by a limited purpose trust or other vehicle that, in turn, invests in a derivative instrument or basket of derivative instruments, such as credit default swaps, interest rate swaps, and other securities in order to provide exposure to certain fixed-income markets. Credit linked securities may be used as a cash management tool in order to gain exposure to a certain market and to remain fully invested when more traditional income producing securities are not available. Like an investment in a bond, investments in credit linked securities represent the right to receive periodic income payments (in the form of distributions) and payment of principal at the end of the term of the security. However, these payments are conditioned on the issuers receipt of payments from, and the issuers potential obligations to, the counterparties to the derivative instruments and other securities in which the issuer invests. An issuer may sell one or more credit default swaps, under which the issuer would receive a stream of payments over the term of the swap agreements provided that no event of default has occurred with respect to the referenced debt obligation upon which the swap is based. If a default occurs, the stream of payments may stop and the issuer would be obligated to pay the counterparty the par (or other agreed upon value) of the referenced debt obligation. This, in turn, would reduce the amount of income and principal that the holder of the credit linked security would receive. Credit linked securities generally will be exempt from registration under the 1933 Act. Accordingly, there may be no established trading market for the securities and they may constitute illiquid investments. |
Derivative Instruments and Related Risks |
Generally, derivatives can be characterized as financial instruments whose performance is derived at least in part from the performance of an underlying reference instrument. Derivative instruments may be acquired in the United States or abroad and include the various types of exchange-traded and over-the-counter (OTC) instruments described herein and other instruments with substantially similar characteristics and risks. Derivative instruments may be based on securities, indices, currencies, commodities, economic indicators and events (referred to as reference instruments). Fund obligations created pursuant to derivative instruments may be subject to the requirements described under Asset Coverage herein. |
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Derivative instruments are subject to a number of risks, including adverse or unexpected movements in the price of the reference instrument, and counterparty, liquidity, tax, correlation and leverage risks. Use of derivative instruments may cause the realization of higher amounts of short-term capital gains (generally taxed at ordinary income tax rates) than if such instruments had not been used. Success in using derivative instruments to hedge portfolio assets depends on the degree of price correlation between the derivative instruments and the hedged asset. Imperfect correlation may be caused by several factors, including temporary price disparities among the trading markets for the derivative instrument, the reference instrument and the Funds assets. To the extent that a derivative instrument is intended to hedge against an event that does not occur, the Fund may realize losses. |
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OTC derivative instruments involve an additional risk in that the issuer or counterparty may fail to perform its contractual obligations. Some derivative instruments are not readily marketable or may become illiquid under adverse market conditions. In addition, during periods of market volatility, a commodity exchange may suspend or limit trading in an exchange-traded derivative instrument, which may make the contract temporarily illiquid and difficult to price. Commodity exchanges may also establish daily limits on the amount that the price of a futures contract or futures option can vary from the previous days settlement price. Once the daily limit is reached, no trades may be made that day at a price beyond the limit. This may prevent the closing out of positions to limit losses. The staff of the SEC takes the position that certain purchased OTC options, and assets used as cover for written OTC options, are illiquid. The ability to terminate OTC derivative instruments may depend on the cooperation of the counterparties to such contracts. For thinly traded derivative instruments, the only source of price quotations may be the selling dealer or counterparty. In addition, certain provisions of the Code limit the use of derivative instruments. Derivatives permit the Fund to increase or decrease the level of risk, or change the character of the risk, to which its portfolio is exposed in much the same way as the Fund can increase or decrease the level of risk, or change the character of the risk, of its portfolio by making investments in specific securities. There can be no assurance that the use of derivative instruments will benefit the Fund. |
Eaton Vance High Yield Municipal Income Fund
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SAI dated June 1, 2013
Direct Investments |
Direct investments include (i) the private purchase from an enterprise of an equity interest in the enterprise in the form of shares of common stock or equity interests in trusts, partnerships, joint ventures or similar enterprises, and (ii) the purchase of such an equity interest in an enterprise from a principal investor in the enterprise. At the time of making a direct investment, the Fund will enter into a shareholder or similar agreement with the enterprise and one or more other holders of equity interests in the enterprise. These agreements may, in appropriate circumstances, provide the ability to appoint a representative to the board of directors or similar body of the enterprise and for eventual disposition of the investment in the enterprise. Such a representative would be expected to monitor the investment and protect the Funds rights in the investment and would not be appointed for the purpose of exercising management or control of the enterprise. |
Diversified Status |
With respect to 75% of its total assets, an investment company that is registered with the SEC as a diversified fund: (1) may not invest more than 5% of its total assets in the securities of any one issuer (except obligations issued or guaranteed by the U.S. Government, its agencies or instrumentalities and securities of other investment companies); and (2) may not own more than 10% of the outstanding voting securities of any one issuer. |
Dividend Capture Trading |
In a dividend capture trade, the Fund sells a stock that has gone ex-dividend to purchase another stock paying a dividend before the next dividend of the stock being sold. The use of a dividend capture trading strategy exposes the Fund to higher portfolio turnover, increased trading costs and potential for capital loss or gain, particularly in the event of significant short-term price movements of stocks subject to dividend capture trading. |
Duration |
Duration measures the time-weighted expected cash flows of a fixed-income security, which can determine its sensitivity to changes in the general level of interest rates. Securities with longer durations generally tend to be more sensitive to interest rate changes than securities with shorter durations. A mutual fund with a longer dollar-weighted average duration generally can be expected to be more sensitive to interest rate changes than a fund with a shorter dollar-weighted average duration. Duration differs from maturity in that it considers a securitys coupon payments in addition to the amount of time until the security matures. Various techniques may be used to shorten or lengthen Fund duration. As the value of a security changes over time, so will its duration. The duration of a Fund that invests in multiple Portfolios is the sum of its allocable share of the duration of each of the Portfolios in which it invests, which is determined by multiplying the Portfolios duration by the Funds percentage ownership of that Portfolio. |
Emerging Market Investments |
The risks described under Foreign Investments herein generally are heightened in connection with investments in emerging markets. Also, investments in securities of issuers domiciled in countries with emerging capital markets may involve certain additional risks that do not generally apply to investments in securities of issuers in more developed capital markets, such as (i) low or non-existent trading volume, resulting in a lack of liquidity and increased volatility in prices for such securities, as compared to securities of comparable issuers in more developed capital markets; (ii) uncertain national policies and social, political and economic instability, increasing the potential for expropriation of assets, confiscatory taxation, high rates of inflation or unfavorable diplomatic developments; (iii) possible fluctuations in exchange rates, differing legal systems and the existence or possible imposition of exchange controls, custodial restrictions or other foreign or U.S. governmental laws or restrictions applicable to such investments; (iv) national policies that may limit investment opportunities, such as restrictions on investment in issuers or industries deemed sensitive to national interests; and (v) the lack or relatively early development of legal structures governing private and foreign investments and private property. Trading practices in emerging markets also may be less developed, resulting in inefficiencies relative to trading in more developed markets, which may result in increased transaction costs. |
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Repatriation of investment income, capital and proceeds of sales by foreign investors may require governmental registration and/or approval in emerging market countries. There can be no assurance that repatriation of income, gain or initial capital from these countries will occur. In addition to withholding taxes on investment income, some countries with emerging markets may impose differential capital gains taxes on foreign investors. |
Eaton Vance High Yield Municipal Income Fund
46
SAI dated June 1, 2013
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Political and economic structures in emerging market countries may undergo significant evolution and rapid development, and these countries may lack the social, political and economic stability characteristic of more developed countries. In such a dynamic environment, there can be no assurance that any or all of these capital markets will continue to present viable investment opportunities. In the past, governments of such nations have expropriated substantial amounts of private property, and most claims of the property owners have never been fully settled. There is no assurance that such expropriations will not reoccur. In such an event, it is possible that the entire value of an investment in the affected market could be lost. In addition, unanticipated political or social developments may affect the value of investments in these countries and the availability of additional investments. The small size and inexperience of the securities markets in certain of these countries and the limited volume of trading in securities in these countries may make investments in the countries illiquid and more volatile than investments in developed markets. |
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Also, there may be less publicly available information about issuers in emerging markets than would be available about issuers in more developed capital markets, and such issuers may not be subject to accounting, auditing and financial reporting standards and requirements comparable to those to which U.S. companies are subject. In certain countries with emerging capital markets, reporting standards vary widely. As a result, traditional investment measurements used in the United States, such as price/earnings ratios, may not be applicable. Certain emerging market securities may be held by a limited number of persons. This may adversely affect the timing and pricing of the acquisition or disposal of securities. The prices at which investments may be acquired may be affected by trading by persons with material non-public information and by securities transactions by brokers in anticipation of transactions in particular securities. |
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Practices in relation to settlement of securities transactions in emerging markets involve higher risks than those in developed markets, in part because brokers and counterparties in such markets may be less well capitalized, and custody and registration of assets in some countries may be unreliable. The possibility of fraud, negligence, undue influence being exerted by the issuer or refusal to recognize ownership exists in some emerging markets. As an alternative to investing directly in emerging markets, exposure may be obtained through derivative investments. |
Equity Investments |
Equity investments include common and preferred stocks (see Preferred Securities); depositary receipts; equity interests in trusts, partnerships, joint ventures and other unincorporated entities or enterprises; convertible preferred securities and other convertible debt instruments; and warrants. |
Equity Linked Securities |
See also Derivative Instruments and Related Risks herein. Equity linked securities are privately issued securities whose investment results are designed to correspond generally to the performance of a specified stock index or basket of securities, or sometimes a single stock. These securities are used for many of the same purposes as derivative instruments and share many of the same risks. Equity linked securities may be considered illiquid and thus subject to the Funds restrictions on investments in illiquid securities. |
Eaton Vance High Yield Municipal Income Fund
47
SAI dated June 1, 2013
Events Regarding FNMA and FHLMC |
The value of FNMA and FHLMC securities fell sharply in 2008 due to concerns that these agencies did not have sufficient capital to offset losses. In mid-2008, the U.S. Treasury Department was authorized to increase the size of home loans that FNMA and FHLMC could purchase in certain residential areas and, until 2009, to lend FNMA and FHLMC emergency funds and to purchase the companies stock. In September 2008, the U.S. Treasury Department announced that FNMA and FHLMC had been placed in conservatorship by the Federal Housing Finance Agency (FHFA), a newly created independent regulator. In connection with the conservatorship, the U.S. Treasury Department entered into Senior Preferred Stock Purchase Agreements (PSPAs) under which, if the FHFA determines that the liabilities of FNMA and FHLMC have exceeded their assets under generally accepted accounting principles, the U.S. Treasury Department will contribute cash capital to the company in an amount equal to the difference between liabilities and assets. The PSPAs are designed to provide protection to the senior and subordinated debt and the MBS issued by FNMA and FHLMC. On February 18, 2009, the U.S. Treasury Department announced that it was doubling the size of its commitment to each of FNMA and FHLMC under the Senior Preferred Stock Program to $200 billion. The U.S. Treasury Departments obligations under the Senior Preferred Stock Program are for an indefinite period of time for a maximum amount of $200 billion per entity. FNMA and FHLMC are continuing to operate as going concerns while in conservatorship, and each remains liable for all of its obligations, including its guaranty obligations, associated with its mortgage-backed securities. The Senior Preferred Stock Purchase Agreement is intended to enhance each of FNMA and FHLMCs ability to meet its obligations. FHFA has indicated that the conservatorship of each entity will end when the director of FHFA determines that FHFAs plan to restore the entity to a safe and solvent condition has been completed. No assurance can be given that the U.S. Treasury Department initiatives discussed above with respect to the debt and mortgage-backed securities issued by FNMA and FHLMC will be successful. |
Exchange-Traded Funds (ETFs) |
ETFs are pooled investment vehicles that are designed to provide investment results corresponding to an index. These indexes may be either broad-based, sector or international. ETFs usually are units of beneficial interest in an investment trust or represent undivided ownership interests in a portfolio of securities (or commodities), in each case with respect to a portfolio of all or substantially all of the component securities of, and in substantially the same weighting as, the relevant benchmark index. ETFs are designed to provide investment results that generally correspond to the price and yield performance of the component securities (or commodities) of the benchmark index. ETFs are listed on an exchange and trade in the secondary market on a per-share basis. The values of ETFs are subject to change as the values of their respective component securities (or commodities) fluctuate according to market volatility. Investments in ETFs may not exactly match the performance of a direct investment in the respective indices to which they are intended to correspond due to the temporary unavailability of certain index securities in the secondary market or other extraordinary circumstances, such as discrepancies with respect to the weighting of securities. Typically, the ETF bears its own operational expenses, which are deducted from its assets. To the extent that the Fund invests in ETFs, the Fund must bear these expenses in addition to the expenses of its own operation. |
Exchange-Traded Notes (ETNs) |
ETNs are senior, unsecured, unsubordinated debt securities whose returns are linked to the performance of a particular market benchmark or strategy minus applicable fees. ETNs are traded on an exchange during normal trading hours. However, investors can also hold the ETN until maturity. At maturity, the issuer pays to the investor a cash amount equal to the principal amount, subject to the days market benchmark or strategy factor. |
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ETNs do not make periodic coupon payments or provide principal protection. ETNs are subject to credit risk and the value of the ETN may drop due to a downgrade in the issuers credit rating, despite the underlying market benchmark or strategy remaining unchanged. The value of an ETN may also be influenced by time to maturity, level of supply and demand for the ETN, volatility and lack of liquidity in underlying assets, changes in the applicable interest rates, changes in the issuers credit rating, and economic, legal, political, or geographic events that affect the referenced underlying asset. When the Fund invests in ETNs it will bear its proportionate share of any fees and expenses borne by the ETN. The Funds decision to sell its ETN holdings may be limited by the availability of a secondary market. In addition, although an ETN may be listed on an exchange, the issuer may not be required to maintain the listing and there can be no assurance that a secondary market will exist for an ETN. |
Eaton Vance High Yield Municipal Income Fund
48
SAI dated June 1, 2013
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ETNs are subject to tax risk. No assurance can be given that the IRS will accept, or a court will uphold, how the Fund characterizes and treats ETNs for tax purposes. Further, the IRS and Congress are considering proposals that would change the timing and character of income and gains from ETNs. |
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An ETN that is tied to a specific market benchmark or strategy may not be able to replicate and maintain exactly the composition and relative weighting of securities, commodities or other components in the applicable market benchmark or strategy. Some ETNs that use leverage can, at times, be relatively illiquid and, thus, they may be difficult to purchase or sell at a fair price. Leveraged ETNs are subject to the same risk as other instruments that use leverage in any form. |
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The market value of ETN shares may differ from that of their market benchmark or strategy. This difference in price may be due to the fact that the supply and demand in the market for ETN shares at any point in time is not always identical to the supply and demand in the market for the securities, commodities or other components underlying the market benchmark or strategy that the ETN seeks to track. As a result, there may be times when an ETN share trades at a premium or discount to its market benchmark or strategy. |
Fixed-Income Securities |
Fixed-income securities are used by issuers to borrow money. Fixed-income securities include bonds, preferred, preference and convertible securities, notes, debentures, asset-backed securities (including those backed by mortgages), loan participations and assignments, equipment lease certificates, equipment trust certificates and conditional sales contracts. Generally, issuers of fixed-income securities pay investors periodic interest and repay the amount borrowed either periodically during the life of the security and/or at maturity. Some fixed-income securities, such as zero coupon bonds, do not pay current interest, but are purchased at a discount from their face values, and values accumulate over time to face value at maturity. The market prices of fixed-income securities fluctuate depending on such factors as interest rates, credit quality and maturity. In general, market prices of fixed-income securities decline when interest rates rise and increase when interest rates fall. Fixed-income securities are subject to risk factors such as sensitivity to interest rate and real or perceived changes in economic conditions, payment expectations, liquidity and valuation. Fixed-income securities with longer maturities (for example, over ten years) are more affected by changes in interest rates and provide less price stability than securities with short-term maturities (for example, one to ten years). Fixed-income securities bear the risk of principal and interest default by the issuer, which will be greater with higher yielding, lower grade securities. During an economic downturn, the ability of issuers to service their debt may be impaired. The rating assigned to a fixed-income security by a rating agency does not reflect assessment of the volatility of the securitys market value or of the liquidity of an investment in the securities. Credit ratings are based largely on the issuers historical financial condition and a rating agencys investment analysis at the time of rating, and the rating assigned to any particular security is not necessarily a reflection of the issuers current financial condition. Credit quality can change from time to time, and recently issued credit ratings may not fully reflect the actual risks posed by a particular high yield security. If relevant to the Fund(s) in this SAI, corporate bond ratings are described in an appendix to the SAI (see the table of contents). While typically paying a fixed rate of income, preferred securities may be considered to be equity securities for purposes of the Funds investment restrictions. |
Foreign Currency Transactions |
As measured in U.S. dollars, the value of assets denominated in foreign currencies may be affected favorably or unfavorably by changes in foreign currency rates and exchange control regulations. Currency exchange rates can also be affected unpredictably by intervention by U.S. or foreign governments or central banks, or the failure to intervene, or by currency controls or political developments in the United States or abroad. Foreign currency exchange transactions may be conducted on a spot ( i.e. , cash) basis at the spot rate prevailing in the foreign currency exchange market or through entering into derivative currency transactions (see Forward Foreign Currency Exchange Contracts, Option Contracts, Futures Contracts and Swap Agreements Currency Swaps herein). Currency transactions are subject to the risk of a number of complex political and economic factors applicable to the countries issuing the underlying currencies. Furthermore, unlike trading in most other types of instruments, there is no systematic reporting of last sale information with respect to the foreign currencies underlying the derivative currency transactions. As a result, available information may not be complete. In an over-the-counter trading environment, there are no daily price fluctuation limits. |
Eaton Vance High Yield Municipal Income Fund
49
SAI dated June 1, 2013
Foreign Investments |
Investing in securities issued by companies whose principal business activities are outside the United States may involve significant risks not present in domestic investments. For example, because foreign companies may not be subject to uniform accounting, auditing and financial reporting standards, practices and requirements and regulatory measures comparable to those applicable to U.S. companies, there may be less publicly available information about a foreign company than about a domestic company. Volume and liquidity in most foreign debt markets is less than in the United States and securities of some foreign companies are less liquid and more volatile than securities of comparable U.S. companies. There is generally less government supervision and regulation of securities exchanges, broker-dealers and listed companies than in the United States. In addition, with respect to certain foreign countries, there is the possibility of nationalization, expropriation or confiscatory taxation, currency blockage, political or social instability, or diplomatic developments, which could affect investments in those countries. Any of these actions could adversely affect securities prices, impair the Funds ability to purchase or sell foreign securities, or transfer the Funds assets or income back to the United States, or otherwise adversely affect Fund operations. In the event of nationalization, expropriation or confiscation, the Fund could lose its entire investment in that country. |
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Other potential foreign market risks include exchange controls, difficulties in valuing securities, defaults on foreign government securities, and difficulties of enforcing favorable legal judgments in foreign courts. Moreover, individual foreign economies may differ favorably or unfavorably from the U.S. economy in such respects as growth of gross national product, reinvestment of capital, rate of inflation, capital reinvestment, resource self-sufficiency, and balance of payments position. Certain economies may rely heavily on particular industries or foreign capital and are more vulnerable to diplomatic developments, the imposition of economic sanctions against a particular country or countries, changes in international trading patterns, trade barriers, and other protectionist or retaliatory measures. Foreign securities markets, while growing in volume and sophistication, are generally not as developed as those in the United States. Foreign countries may not have the infrastructure or resources to respond to natural and other disasters that interfere with economic activities, which may adversely affect issuers located in such countries. |
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Settlement and clearance procedures in certain foreign markets differ significantly from those in the United States. Payment for securities before delivery may be required and in some countries delayed settlements are customary, which increases the Funds risk of loss. The Fund generally holds its foreign securities and related cash in foreign banks and securities depositories. Some foreign banks and securities depositories may be recently organized or new to the foreign custody business. In addition, there may be limited or no regulatory oversight over their operations. Also, the laws of certain countries may put limits on the Funds ability to recover its assets if a foreign bank, depository or issuer of a security or any of their agents goes bankrupt. Certain countries may require withholding on dividends paid on portfolio securities and on realized capital gains. |
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In addition, it is often more expensive to buy, sell and hold securities in certain foreign markets than in the United States. Foreign brokerage commissions are generally higher than commissions on securities traded in the United States and may be non-negotiable. The fees paid to foreign banks and securities depositories generally are higher than those charged by U.S. banks and depositories. The increased expense of investing in foreign markets reduces the amount earned on investments and typically results in a higher operating expense ratio for the Fund as compared to investment companies that invest only in the United States. |
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Depositary receipts (including American Depositary Receipts (ADRs) and Global Depositary Receipts GDRs)) are certificates evidencing ownership of shares of a foreign issuer and are alternatives to directly purchasing the underlying foreign securities in their national markets and currencies. However, they continue to be subject to many of the risks associated with investing directly in foreign securities. These risks include the political and economic risks of the underlying issuers country, as well as in the case of depositary receipts traded on foreign markets, exchange risk. Depositary receipts may be sponsored or unsponsored. Unsponsored depositary receipts are established without the participation of the issuer. As a result, available information concerning the issuer of an unsponsored depository receipt may not be as current as for sponsored depositary receipts, and the prices of unsponsored depositary receipts may be more volatile than if such instruments were sponsored by the issuer. Unsponsored depositary receipts may involve higher expenses, may not pass through voting or other shareholder rights and they may be less liquid. |
Eaton Vance High Yield Municipal Income Fund
50
SAI dated June 1, 2013
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Unless otherwise provided in the Prospectus, in determining the domicile of an issuer, the investment adviser may consider the domicile determination of the Funds benchmark index or a leading provider of global indexes and may take into account such factors as where the companys securities are listed, and where the company is legally organized, maintains principal corporate offices and/or conducts its principal operations. |
Forward Foreign Currency Exchange Contracts |
See also Derivative Instruments and Related Risks herein. A forward foreign currency exchange contract involves an obligation to purchase or sell a specific currency at a future date, which may be any fixed number of days from the date of the contract agreed upon by the parties, at a price set at the time of the contract. These contracts may be bought or sold to protect against an adverse change in the relationship between currencies or to increase exposure to a particular foreign currency. Cross-hedging may be done by using forward contracts in one currency (or basket of currencies) to hedge against fluctuations in the value of instruments denominated in a different currency (or the basket of currencies and the underlying currency). Use of a different foreign currency (for hedging or non-hedging purposes) magnifies exposure to foreign currency exchange rate fluctuations. Forward foreign currency exchange contracts are individually negotiated and privately traded so they are dependent upon the creditworthiness of the counterparty. The precise matching of the forward contract amounts and the value of the instruments denominated in the corresponding currencies will not generally be possible. In addition, it may not be possible to hedge against long-term currency changes. |
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When a currency is difficult to hedge or to hedge against the U.S. dollar, the Fund may enter into a forward contract to sell a currency whose changes in value are generally considered to be linked to such currency. Currency transactions can result in losses if the currency being hedged fluctuates in value to a degree or in a direction that is not anticipated. In addition, there is the risk that the perceived linkage between various currencies may not be present or may not be present during the particular time the hedge is in place. If the Fund purchases a bond denominated in a foreign currency with a higher interest rate than is available on U.S. bonds of a similar maturity, the additional yield on the foreign bond could be substantially reduced or lost if the Fund were to enter into a direct hedge by selling the foreign currency and purchasing the U.S. dollar. |
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Some of the forward foreign currency exchange contracts may be classified as non-deliverable forwards (NDFs). NDFs are cash-settled, forward contracts that may be thinly traded. NDFs are commonly quoted for time periods of one month up to two years, and are normally quoted and settled in U.S. dollars, but may be settled in other currencies. They are often used to gain exposure to or hedge exposure to foreign currencies that are not internationally traded. NDFs may also be used to gain or hedge exposure to gold. |
Forward Rate Agreements |
See also Derivative Instruments and Related Risks herein. Under a forward rate agreement, the buyer locks in an interest rate at a future settlement date. If the interest rate on the settlement date exceeds the lock rate, the buyer pays the seller the difference between the two rates. If the lock rate exceeds the interest rate on the settlement date, the seller pays the buyer the difference between the two rates. Any such gain received by the Fund would be taxable. These instruments are traded in the OTC market. |
Fund Investing in a Portfolio |
The Board may discontinue the Funds investment in one or more Portfolios if it determines that it is in the best interest of the Fund and its shareholders to do so. In such an event, the Board would consider what action might be taken, including investing Fund assets in another pooled investment entity or retaining an investment adviser to manage Fund assets in accordance with its investment objective(s). The Funds investment performance and expense ratio may be affected if its investment structure is changed or if another Portfolio investor withdraws all or a portion of its investment in the Portfolio. |
Eaton Vance High Yield Municipal Income Fund
51
SAI dated June 1, 2013
Futures Contracts |
See also Derivative Instruments and Related Risks herein. Futures contracts are standardized contracts that obligate a purchaser to take delivery, and a seller to make delivery, of a specific amount of the underlying reference instrument at a specified future date at a specified price. These contracts are traded on exchanges, so that, in most cases, either party can close out its position on the exchange for cash, without delivering the underlying asset. Upon purchasing or selling a futures contract, a purchaser or seller is required to deposit collateral (initial margin). Each day thereafter until the futures position is closed, the purchaser or seller will pay additional margin (variation margin) representing any loss experienced as a result of the futures position the prior day or be entitled to a payment representing any profit experienced as a result of the futures position the prior day. A public market exists in futures contracts covering a number of indexes as well as financial instruments and foreign currencies. It is expected that other futures contracts will be developed and traded in the future. In computing daily net asset value, the Fund will mark to market its open futures positions. The Fund is also required to deposit and maintain margin with respect to put and call options on futures contracts written by it. Futures contracts are traded on exchanges or boards of trade that are licensed by the CFTC and must be executed through a futures commission merchant or brokerage firm that is a member of the relevant exchange or board. |
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Although some futures contracts call for making or taking delivery of the underlying reference instrument, generally these obligations are closed out prior to delivery by offsetting purchases or sales of matching futures contracts (same exchange, underlying security or index, and delivery month). Closing a futures contract sale is effected by purchasing a futures contract for the same aggregate amount of the specific type of financial instrument or commodity with the same delivery date. If an offsetting purchase price is less than the original sale price, the Fund realizes a capital gain, or if it is more, the Fund realizes a capital loss. Conversely, if an offsetting sale price is more than the original purchase price, the Fund realizes a capital gain, or if it is less, the Fund realizes a capital loss. |
Global Natural Resources Companies |
To the extent described in the Prospectus, the Fund may concentrate its investments in global natural resources companies. |
Health Sciences Companies |
To the extent described in the Prospectus, the Fund may concentrate its investments in health sciences companies. |
High Yield Securities |
High yield securities (commonly referred to as junk bonds) are considered to be of below investment grade quality and generally provide greater income potential and/or increased opportunity for capital appreciation than investments in higher quality debt securities but they also typically entail greater potential price volatility and principal and income risk. High yield securities may be subject to higher risk and include certain corporate debt obligations, higher yielding preferred securities and mortgage-related securities, and securities convertible into the foregoing. They are regarded as predominantly speculative with respect to the entitys continuing ability to meet principal and interest payments. Also, their yields and market values may fluctuate more than higher rated securities. Fluctuations in value do not affect the cash income from the securities, but are reflected in the Funds net asset value. The greater risks and fluctuations in yield and value occur, in part, because investors generally perceive issuers of lower rated and unrated securities to be less creditworthy. The secondary market on which high yield securities are traded may be less liquid than the market for higher grade securities. |
Hybrid Instruments |
A hybrid instrument is a type of potentially high-risk derivative that combines a traditional stock, bond, or commodity with an option or forward contract. Generally, the principal amount, amount payable upon maturity or redemption, or interest rate of a hybrid is tied (positively or negatively) to the price of some commodity, currency or securities index or another interest rate or some other economic factor (each a benchmark). The interest rate or (unlike most fixed-income securities) the principal amount payable at maturity of a hybrid security may be increased or decreased, depending on changes in the value of the benchmark. An example of a hybrid instrument is a bond issued by an oil company that pays a small base level of interest with additional interest that accrues in correlation to the extent to which oil prices exceed a certain predetermined level. Such a hybrid instrument would be a combination of a bond and a call option on oil. |
Eaton Vance High Yield Municipal Income Fund
52
SAI dated June 1, 2013
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The risks of investing in hybrid instruments reflect a combination of the risks of investing in securities, options, futures and currencies. An investment in a hybrid instrument may entail significant risks that are not associated with a similar investment in a traditional debt instrument that has a fixed principal amount, is denominated in U.S. dollars or bears interest either at a fixed rate or a floating rate determined by reference to a common, nationally published benchmark. The risks of a particular hybrid instrument will depend upon the terms of the instrument, but may include the possibility of significant changes in the benchmark(s) or the prices of the underlying assets to which the instrument is linked. Such risks generally depend upon factors unrelated to the operations or credit quality of the issuer of the hybrid instrument, which may not be foreseen by the purchaser, such as economic and political events, the supply and demand of the underlying assets and interest rate movements. Hybrid instruments may be highly volatile and their use by the Fund may not be successful. Hybrid instruments may also carry liquidity risk since the instruments are often customized to meet the portfolio needs of a particular investor, and therefore, the number of investors that are willing and able to buy such instruments in the secondary market may be smaller than that for more traditional debt securities. |
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Hybrid instruments may bear interest or pay preferred dividends at below market (or even relatively nominal) rates. Alternatively, hybrid instruments may bear interest at above market rates but bear an increased risk of principal loss (or gain). The latter scenario may result if leverage is used to structure the hybrid instrument. Leverage risk occurs when the hybrid instrument is structured so that a given change in a benchmark or underlying asset is multiplied to produce a greater value change in the hybrid instrument, thereby magnifying the risk of loss as well as the potential for gain. |
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Hybrid instruments are potentially more volatile and carry greater market risks than traditional debt instruments. Depending on the structure of the particular hybrid instrument, changes in a benchmark may be magnified by the terms of the hybrid instrument and have an even more dramatic and substantial effect upon the value of the hybrid instrument. Also, the prices of the hybrid instrument and the benchmark or underlying asset may not move in the same direction or at the same time. |
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Hybrids can be used as an efficient means of pursuing a variety of investment goals, including currency hedging, duration management, and increased total return and creating exposure to a particular market or segment of that market. The value of a hybrid or its interest rate may be a multiple of a benchmark and, as a result, may be leveraged and move (up or down) more steeply and rapidly than the benchmark. These benchmarks may be sensitive to economic and political events, such as commodity shortages and currency devaluations, which cannot be readily foreseen by the purchaser of a hybrid. Under certain conditions, the redemption value of a hybrid could be zero. The purchase of hybrids also exposes the Fund to the credit risk of the issuer of the hybrids. These risks may cause significant fluctuations in the net asset value of the Fund. |
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Certain hybrid instruments may provide exposure to the commodities markets. These are derivative securities with one or more commodity-linked components that have payment features similar to commodity futures contracts, commodity options, or similar instruments. Commodity-linked hybrid instruments may be either equity or debt securities, leveraged or unleveraged, and are considered hybrid instruments because they have both security and commodity-like characteristics. A portion of the value of these instruments may be derived from the value of a commodity, futures contract, index or other economic variable. The Fund will invest only in commodity-linked hybrid instruments that qualify under applicable rules of the CFTC for an exemption from the provisions of the CEA. Certain issuers of structured products such as hybrid instruments may be deemed to be investment companies as defined in the 1940 Act. As a result, the Funds investments in these products may be subject to limits applicable to investments in investment companies and may be subject to restrictions contained in the 1940 Act. |
Illiquid Securities |
Illiquid securities include securities legally restricted as to resale, and may include commercial paper issued pursuant to Section 4(2) of the 1933 Act and securities eligible for resale pursuant to Rule 144A thereunder. Section 4(2) and Rule 144A securities may, however, be treated as liquid by the investment adviser pursuant to procedures adopted by the Board, which require consideration of factors such as trading activity, availability of market quotations and number of dealers willing to purchase the security. Even if determined to be liquid, Rule 144A securities may increase the level of portfolio illiquidity if eligible buyers become uninterested in purchasing such securities. |
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It may be difficult to sell illiquid securities at a price representing fair value until such time as the securities may be sold publicly. It also may be more difficult to determine the fair value of such securities for purposes of computing the Funds net asset value. Where registration is required, a considerable period of time may elapse between a decision to sell the securities and the time when it would be permitted to sell. Thus, the Fund may not be able to obtain as favorable a price as that prevailing at the time of the decision to sell. The Fund may incur additional expense when disposing of illiquid securities, including all or a portion of the cost to register the securities. The Fund also may acquire securities through private placements under which it may agree to contractual restrictions on the resale of such securities that are in addition to applicable legal restrictions. Such restrictions might prevent the sale of such securities at a time when such sale would otherwise be desirable. |
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At times, a portion of the Funds assets may be invested in securities as to which the Fund, by itself or together with other accounts managed by the investment adviser and its affiliates, holds a major portion or all of such securities. Under adverse market or economic conditions or in the event of adverse changes in the financial condition of the issuer, the Fund could find it more difficult to sell such securities when the investment adviser believes it advisable to do so or may be able to sell such securities only at prices lower than if such securities were more widely held. It may also be more difficult to determine the fair value of such securities for purposes of computing the Funds net asset value. |
Indexed Securities |
See also Derivative Instruments and Related Risks herein. Indexed securities are securities that fluctuate in value with an index. The interest rate or, in some cases, the principal payable at the maturity of an indexed security may change positively or inversely in relation to one or more interest rates, financial indices, securities prices or other financial indicators (reference prices). An indexed security may be leveraged to the extent that the magnitude of any change in the interest rate or principal payable on an indexed security is a multiple of the change in the reference price. Thus, indexed securities may decline in value due to adverse market changes in reference prices. Because indexed securities derive their value from another instrument, security or index, they are considered derivative debt securities, and are subject to different combinations of prepayment, extension, interest rate and/or other market risks. Indexed securities may include interest only (IO) and principal only (PO) securities, floating rate securities linked to the Cost of Funds Index (COFI floaters), other lagging rate floating securities, floating rate securities that are subject to a maximum interest rate (capped floaters), leveraged floating rate securities (super floaters), leveraged inverse floating rate securities (inverse floaters), dual index floaters, range floaters, index amortizing notes and various currency indexed notes. Indexed securities may be issued by the U.S. Government or one of its agencies or instrumentalities or, if privately issued, collateralized by mortgages that are insured, guaranteed or otherwise backed by the U.S. Government, its agencies or instrumentalities. |
Inflation-Indexed (or Inflation-Linked) Bonds |
Inflation-indexed bonds are fixed-income securities the principal value of which is periodically adjusted according to the rate of inflation. Inflation-indexed bonds are issued by governments, their agencies or instrumentalities and corporations. Two structures are common: The U.S. Treasury and some other issuers use a structure that accrues inflation into the principal value of the bond. Most other issuers pay out the inflation accruals as part of a semiannual coupon. The principal amount of an inflation-indexed bond is adjusted in response to changes in the level of inflation. Repayment of the original bond principal upon maturity (as adjusted for inflation) is guaranteed in the case of U.S. Treasury inflation-indexed bonds, and therefore, the principal amount of such bonds cannot be reduced below par even during a period of deflation. However, the current market value of these bonds is not guaranteed and will fluctuate, reflecting the risk of changes in their yields. In certain jurisdictions outside the United States, the repayment of the original bond principal upon the maturity of an inflation-indexed bond is not guaranteed, allowing for the amount of the bond repaid at maturity to be less than par. The interest rate for inflation-indexed bonds is fixed at issuance as a percentage of this adjustable principal. Accordingly, the actual interest income may both rise and fall as the principal amount of the bonds adjusts in response to movements in the Consumer Price Index. |
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Loan Facility |
Senior Debt Portfolio may employ borrowings and leverage as described in the Prospectus. The Portfolio has entered into a commercial paper program and liquidity facility subject to the terms of an Order of the SEC (Release No. 26320) granting an exemption from Section 18(f)(1) of the 1940 Act. The program, administered by Citicorp North America, Inc., is with certain conduit lenders who issue commercial paper, in an amount up to $640 million through which the Portfolio employs leverage pursuant to its investment guidelines and subject to the risks described in the Prospectus. Under the terms of the program, the Portfolio pays an annual fee equal to 0.65% on its outstanding borrowings for the administration of the program and an annual fee of either 0.35% or 0.45% on the total commitment amount depending on the amount of outstanding borrowings, as well as interest on advances under the program. |
Loans |
Loans may be primary, direct investments or investments in loan assignments or participation interests. A loan assignment represents a portion or the entirety of a loan and a portion of the entirety of a position previously attributable to a different lender. The purchaser of an assignment typically succeeds to all the rights and obligations under the loan agreement and has the same rights and obligations as the assigning investor. However, assignments through private negotiations may cause the purchaser of an assignment to have different and more limited rights than those held by the assigning investor. Loan participation interests are interests issued by a lender or other entity and represent a fractional interest in a loan. The Fund typically will have a contractual relationship only with the financial institution that issued the participation interest. As a result, the Fund may have the right to receive payments of principal, interest and any fees to which it is entitled only from the financial institution and only upon receipt by such entity of such payments from the borrower. In connection with purchasing a participation interest, the Fund generally will have no right to enforce compliance by the borrower with the terms of the loan agreement, nor any rights with respect to any funds acquired by other investors through set-off against the borrower and the Fund may not directly benefit from the collateral supporting the loan in which it has purchased the participation interest. As a result, the Fund may assume the credit risk of both the borrower and the financial institution issuing the participation interest. In the event of the insolvency of the entity issuing a participation interest, the Fund may be treated as a general creditor of such entity. |
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Loans may be originated by a lending agent, such as a financial institution or other entity, on behalf of a group or syndicate of loan investors (the Loan Investors). In such a case, the agent administers the terms of the loan agreement and is responsible for the collection of principal, and interest payments from the borrower and the apportionment of these payments to the Loan Investors. Failure by the agent to fulfill its obligations may delay or adversely affect receipt of payment by the Fund. Furthermore, unless under the terms of a loan agreement or participation (as applicable) the Fund has direct recourse against the borrower, the Fund must rely on the Agent and the other Loan Investors to use appropriate remedies against the borrower. |
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Loan investments may be made at par or at a discount or premium to par. The interest payable on a loan may be fixed or floating rate, and paid in cash or in-kind. In connection with transactions in loans, the Fund may be subject to facility or other fees. Loans may be secured by specific collateral or other assets of the borrower, guaranteed by a third party, unsecured or subordinated. During the term of a loan, the value of any collateral securing the loan may decline in value, causing the loan to be under collateralized. Collateral may consist of assets that may not be readily liquidated, and there is no assurance that the liquidation of such assets would satisfy fully a borrowers obligations under the loan. In addition, if a loan is foreclosed, the Fund could become part owner of the collateral and would bear the costs and liabilities associated with owning and disposing of such collateral. |
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A lenders repayment and other rights primarily are determined by governing loan, assignment or participation documents, which (among other things) typically establish the priority of payment on the loan relative to other indebtedness and obligations of the borrower. In the event of bankruptcy, applicable law may impact a lenders ability to enforce its rights under such documents. Investing in loans involves the risk of default by the borrower or other party obligated to repay the loan. In the event of insolvency of the borrower or other obligated party, the Fund may be treated as a general creditor of such entity unless it has rights that are senior to that of other creditors or secured by specific collateral or assets of the borrower. Fixed-rate loans are also subject to the risk that their value will decline in a rising interest rate environment. This risk is mitigated for floating-rate loans, where the interest rate payable on the loan resets periodically by reference to a base lending rate. The base lending rate usually is the London Interbank Offered Rate (LIBOR), the Federal Reserve federal funds rate, the prime rate or other base lending rates used by commercial lenders. LIBOR usually is an average of the interest rates quoted by several designated banks as the rates at which they pay interest to major depositors in the London interbank market on U.S. dollar-denominated deposits. |
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The Fund will take whatever action it considers appropriate in the event of anticipated financial difficulties, default or bankruptcy of the borrower or other entity obligated to repay a loan. Such action may include: (i) retaining the services of various persons or firms (including affiliates of the investment adviser) to evaluate or protect any collateral or other assets securing the loan or acquired as a result of any such event; (ii) managing (or engaging other persons to manage) or otherwise dealing with any collateral or other assets so acquired; and (iii) taking such other actions (including, but not limited to, payment of operating or similar expenses relating to the collateral) as the investment adviser may deem appropriate to reduce the likelihood or severity of loss on the Funds investment and/or maximize the return on such investment. The Fund will incur additional expenditures in taking protective action with respect to loans in (or anticipated to be in) default and assets securing such loans. In certain circumstances, the Fund may receive equity or equity-like securities from a borrower to settle the loan or may acquire an equity interest in the borrower. Representatives of the Fund also may join creditor or similar committees relating to loans. |
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Lenders can be sued by other creditors and the debtor and its shareholders. Losses could be greater than the original loan amount and occur years after the loans recovery. If a borrower becomes involved in bankruptcy proceedings, a court may invalidate the Funds security interest in any loan collateral or subordinate the Funds rights under the loan agreement to the interests of the borrowers unsecured creditors or cause interest previously paid to be refunded to the borrower. There are also other events, such as the failure to perfect a security interest due to faulty documentation or faulty official filings, which could lead to the invalidation of the Funds security interest in loan collateral. If any of these events occur, the Funds performance could be negatively affected. |
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Interests in loans generally are not listed on any national securities exchange or automated quotation system and no active market may exist for many loans, making them illiquid. As described below, a secondary market exists for many Senior Loans, but it may be subject to irregular trading activity, wide bid/ask spreads and extended trade settlement periods. |
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From time to time the investment adviser and its affiliates may borrow money from various banks in connection with their business activities. Such banks may also sell interests in loans to or acquire them from the Fund or may be intermediate participants with respect to loans in which the Fund owns interests. Such banks may also act as agents for loans held by the Fund. |
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To the extent that legislation or state or federal regulators that regulate certain financial institutions impose additional requirements or restrictions with respect to the ability of such institutions to make loans, particularly in connection with highly leveraged transactions, the availability of loans for investment may be adversely affected. Further, such legislation or regulation could depress the market value of loans. |
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For additional disclosures relating to Junior and Senior Loans, see Junior Loans and Senior Loans herein. |
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Master Limited Partnerships (MLPs) |
MLPs are publicly-traded limited partnership interests or units. An MLP that invests in a particular industry (e.g., oil and gas) will be harmed by detrimental economic events within that industry. As partnerships, MLPs may be subject to less regulation (and less protection for investors) under state laws than corporations. In addition, MLPs may be subject to state taxation in certain jurisdictions, which may reduce the amount of income paid by an MLP to its investors. |
Mortgage-Backed Securities (MBS) |
MBS are pass through securities, meaning that a pro rata share of regular interest and principal payments, as well as unscheduled early prepayments, on the underlying mortgage pool is passed through monthly to the holder. MBS may include conventional mortgage pass through securities, participation interests in pools of adjustable and fixed rate mortgage loans, stripped mortgage-backed securities (described herein), floating rate mortgage-backed securities and certain classes of multiple class CMOs. MBS pay principal to the holder over their term, which differs from other forms of debt securities that normally provide for principal payment at maturity or specified call dates. MBS are subject to the general risks associated with investing in real estate securities; that is, they may lose value if the value of the underlying real estate to which a pool of mortgages relates declines. In addition, investments in MBS involve certain specific risks, including the failure of a party to meet its commitments under the related operative documents, adverse interest rate changes and the effects of prepayments on mortgage cash flows. Certain MBS may be purchased on a when-issued basis subject to certain limitations and requirements. |
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There are currently three types of MBS: (1) those issued by the U.S. Government or one of its agencies or instrumentalities, such as the Government National Mortgage Association (GNMA), the Federal National Mortgage Association (FNMA) and the Federal Home Loan Mortgage Corporation (FHLMC); (2) those issued by private issuers that represent an interest in or are collateralized by pass through securities issued or guaranteed by the U.S. Government or one of its agencies or instrumentalities; and (3) those issued by private issuers that represent an interest in or are collateralized by whole mortgage loans or pass through securities without a government guarantee but that usually have some form of private credit enhancement. Privately issued MBS are structured similar to GNMA, FNMA and FHLMC MBS, and are issued by originators or and investors in mortgage loans, including depositary institutions mortgage banks and special purpose subsidiaries of the foregoing. |
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GNMA Certificates and FNMA Mortgage-Backed Certificates are MBS representing part ownership of a pool of mortgage loans. GNMA loans (issued by lenders such as mortgage bankers, commercial banks and savings and loan associations) are either insured by the Federal Housing Administration or guaranteed by the Veterans Administration. A pool of such mortgages is assembled and, after being approved by GNMA, is offered to investors through securities dealers. Once such pool is approved by GNMA, the timely payment of interest and principal on the Certificates issued representing such pool is guaranteed by the full faith and credit of the U.S. Government. GNMA is a wholly owned U.S. Government corporation within the Department of Housing and Urban Development. FNMA, a federally chartered corporation owned entirely by private stockholders, purchases both conventional and federally insured or guaranteed residential mortgages from various entities, including savings and loan associations, savings banks, commercial banks, credit unions and mortgage bankers, and packages pools of such mortgages in the form of pass-through securities generally called FNMA Mortgage-Backed Certificates, which are guaranteed as to timely payment of principal and interest by FNMA but are not backed by the full faith and credit of the U.S. Government; however, they are supported by the right of FNMA to borrow from the U.S. Treasury Department. |
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FHLMC, a corporate instrumentality of the U.S. Government created by Congress for the purposes of increasing the availability of mortgage credit for residential housing, issues participation certificates (PCs) representing undivided interest in FHLMCS mortgage portfolio. While FHLMC guarantees the timely payment of interest and ultimate collection of the principal of its PCs, its PCs are not backed by the full faith and credit of the U.S. Government. FHLMC PCs differ from GNMA Certificates in that the mortgages underlying the PCs are monthly conventional mortgages rather than mortgages insured or guaranteed by a federal agency or instrumentality. However, in several other respects, such as the monthly pass-through of interest and principal (including unscheduled prepayments) and the unpredictability of future unscheduled prepayments on the underlying mortgage pools, FHLMC PCs are similar to GNMA Certificates. See also Events Regarding FNMA and FHLMC herein. |
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MLOs and participations therein represent a type of financing that may not have the depth of marketability associated with more conventional securities and, as such, they may be less liquid than conventional securities. Certain MLOs may be deemed illiquid for the purpose of the Funds limitation on investments in illiquid securities, unless determined by the investment adviser, pursuant to guidelines adopted by the Board, to be liquid securities. The investment adviser will consider a MLO to be liquid if it is rated investment grade (being an MLO rated BBB or Baa or higher) by a nationally recognized statistical ratings organization or is insured by an insurer rated investment grade. If an MLO or participation does not meet the foregoing criteria, then the investment adviser will consider the MLO to be illiquid unless it conducts an analysis of relevant factors and concludes that the MLO is liquid. In conducting such an analysis, the investment adviser will consider the factors it believes are relevant to the marketability of the obligation, to the extent that information regarding such factor is available to the investment adviser and pertinent to the liquidity determination, which may include: (1) the willingness of dealers to bid for the obligation; (2) the number of dealers willing to purchase or sell the obligation and the number of other potential buyers; (3) the frequency of trades and quotes for the obligation; (4) the nature of the marketplace trades, including the time needed to dispose of the obligation, the method of soliciting offers, and the mechanics of transfer; (5) the willingness of the governmental issuer to continue to appropriate funds for the payment of the obligation; (6) how likely or remote an event of non-appropriation may be, which depends in varying degrees on a variety of factors, including those relating to the general creditworthiness of the governmental issuer, its dependence on its continuing access to the credit markets, and the importance to the issuer of the equipment, property or facility covered by the lease or contract; (7) an assessment of the likelihood that the lease may or may not be cancelled; and (8) other factors and information unique to the obligation in determining its liquidity. |
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The ability of issuers of MLOs to make timely lease payments may be adversely impacted in general economic downturns and as relative governmental cost burdens are allocated and reallocated among federal, state and local governmental units. Such non-payment would result in a reduction of income from and value of the obligation. Issuers of MLOs might seek protection under the bankruptcy laws. In the event of bankruptcy of such an issuer, holders of MLOs could experience delays and limitations with respect to the collection of principal and interest on such MLOs and may not, in all circumstances, be able to collect all principal and interest to which it is entitled. To enforce its rights in the event of a default in lease payments, the Fund might take possession of and manage the assets securing the issuers obligations on such securities or otherwise incur costs to protect its right, which may increase the Funds operating expenses and adversely affect the net asset value of the Fund. When the lease contains a non-appropriation clause, however, the failure to pay would not be a default and the Fund would not have the right to take possession of the assets. Any income derived from the Funds ownership or operation of such assets may not be tax-exempt. |
Municipal Obligations |
Municipal obligations include debt obligations issued to obtain funds for various public purposes, including the construction of a wide range of public facilities, refunding of outstanding obligations and obtaining funds for general operating expenses and loans to other public institutions and facilities. Certain types of bonds are issued by or on behalf of public authorities to finance various privately owned or operated facilities, including certain facilities for the local furnishing of electric energy or gas, sewage facilities, solid waste disposal facilities and other specialized facilities. Municipal obligations include bonds as well as tax-exempt commercial paper, project notes and municipal notes such as tax, revenue and bond anticipation notes of short maturity, generally less than three years. While most municipal bonds pay a fixed rate of interest semiannually in cash, there are exceptions. Some bonds pay no periodic cash interest, but rather make a single payment at maturity representing both principal and interest. Some bonds may pay interest at a variable or floating rate. Bonds may be issued or subsequently offered with interest coupons materially greater or less than those then prevailing, with price adjustments reflecting such deviation. Municipal obligations also include trust certificates representing interests in municipal securities held by a trustee. The trust certificates may evidence ownership of future interest payments, principal payments or both on the underlying securities. |
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SAI dated June 1, 2013
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In general, there are three categories of municipal obligations, the interest on which is exempt from federal income tax and is not a tax preference item for purposes of the alternative minimum tax (AMT): (i) certain public purpose obligations (whenever issued), which include obligations issued directly by state and local governments or their agencies to fulfill essential governmental functions; (ii) certain obligations issued before August 8, 1986 for the benefit of non-governmental persons or entities; and (iii) certain private activity bonds issued after August 7, 1986, which include qualified Section 501(c)(3) bonds or refundings of certain obligations included in the second category. Opinions relating to the validity of municipal bonds, exclusion of municipal bond interest from an investors gross income for federal income tax purposes and, where applicable, state and local income tax, are rendered by bond counsel to the issuing authorities at the time of issuance. |
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Interest on certain private activity bonds issued after August 7, 1986 is exempt from regular federal income tax, but such interest (including a distribution by the Fund derived from such interest) is treated as a tax preference item that could subject the recipient to or increase the recipients liability for the AMT. For corporate shareholders, the Funds distributions derived from interest on all municipal obligations (whenever issued) are included in adjusted current earnings for purposes of the AMT as applied to corporations (to the extent not already included in alternative minimum taxable income as income attributable to private activity bonds). |
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The two principal classifications of municipal bonds are general obligation and revenue bonds. Issuers of general obligation bonds include states, counties, cities, towns and regional districts. The proceeds of these obligations are used to fund a wide range of public projects, including the construction or improvement of schools, highways and roads, water and sewer systems and a variety of other public purposes. The basic security of general obligation bonds is the issuers pledge of its faith, credit, and taxing power for the payment of principal and interest. The taxes that can be levied for the payment of debt service may be limited or unlimited as to rate and amount. |
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Typically, the only security for a limited obligation or revenue bond is the net revenue derived from a particular facility or class of facilities financed thereby or, in some cases, from the proceeds of a special tax or other special revenues. Revenue bonds have been issued to fund a wide variety of revenue-producing public capital projects including: electric, gas, water and sewer systems; highways, bridges and tunnels; port and airport facilities; colleges and universities; hospitals; and convention, recreational, tribal gaming and housing facilities. Although the security behind these bonds varies widely, many lower rated bonds provide additional security in the form of a debt service reserve fund that may also be used to make principal and interest payments on the issuer's obligations. In addition, some revenue obligations (as well as general obligations) are insured by a bond insurance company or backed by a letter of credit issued by a banking institution. Revenue bonds also include, for example, pollution control, health care and housing bonds, which, although nominally issued by municipal authorities, are generally not secured by the taxing power of the municipality but by the revenues of the authority derived from payments by the private entity that owns or operates the facility financed with the proceeds of the bonds. Obligations of housing finance authorities have a wide range of security features, including reserve funds and insured or subsidized mortgages, as well as the net revenues from housing or other public projects. Many of these bonds do not generally constitute the pledge of the credit of the issuer of such bonds. The credit quality of such revenue bonds is usually directly related to the credit standing of the user of the facility being financed or of an institution which provides a guarantee, letter of credit or other credit enhancement for the bond issue. The Fund may on occasion acquire revenue bonds that carry warrants or similar rights covering equity securities. Such warrants or rights may be held indefinitely, but if exercised, the Fund anticipates that it would, under normal circumstances, dispose of any equity securities so acquired within a reasonable period of time. Investing in revenue bonds may involve (without limitation) the following risks. |
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Hospital bond ratings are often based on feasibility studies that contain projections of expenses, revenues and occupancy levels. A hospitals income available to service its debt may be influenced by demand for hospital services, management capabilities, the service area economy, efforts by insurers and government agencies to limit rates and expenses, competition, availability and expense of malpractice insurance, and Medicaid and Medicare funding. |
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SAI dated June 1, 2013
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Education-related bonds are comprised of two types: (i) those issued to finance projects for public and private colleges and universities, charter schools and private schools, and (ii) those representing pooled interests in student loans. Bonds issued to supply educational institutions with funding are subject to many risks, including the risks of unanticipated revenue decline, primarily the result of decreasing student enrollment, decreasing state and federal funding, or changes in general economic conditions. Additionally, higher than anticipated costs associated with salaries, utilities, insurance or other general expenses could impair the ability of a borrower to make annual debt service payments. Student loan revenue bonds are generally offered by state (or sub-state) authorities or commissions and are backed by pools of student loans. Underlying student loans may be guaranteed by state guarantee agencies and may be subject to reimbursement by the United States Department of Education through its guaranteed student loan program. Others may be private, uninsured loans made to parents or students that may be supported by reserves or other forms of credit enhancement. Cash flows supporting student loan revenue bonds are impacted by numerous factors, including the rate of student loan defaults, seasoning of the loan portfolio, and student repayment deferral periods of forbearance. Other risks associated with student loan revenue bonds include potential changes in federal legislation regarding student loan revenue bonds, state guarantee agency reimbursement and continued federal interest and other program subsidies currently in effect. |
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Transportation debt may be issued to finance the construction of airports, toll roads, highways, or other transit facilities. Airport bonds are dependent on the economic conditions of the airports service area and may be affected by the business strategies and fortunes of specific airlines. They may also be subject to competition from other airports and modes of transportation. Air traffic generally follows broader economic trends and is also affected by the price and availability of fuel. Toll road bonds are also affected by the cost and availability of fuel as well as toll levels, the presence of competing roads and the general economic health of an area. Fuel costs, transportation taxes and fees, and availability of fuel also affect other transportation-related securities, as do the presence of alternate forms of transportation, such as public transportation. |
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Industrial development bonds are normally secured only by the revenues from the project and not by state or local government tax payments, they are subject to a wide variety of risks, many of which relate to the nature of the specific project. Generally, IDBs are sensitive to the risk of a slowdown in the economy. Electric utilities face problems in financing large construction programs in an inflationary period, cost increases and delay occasioned by safety and environmental considerations (particularly with respect to nuclear facilities), difficulty in obtaining fuel at reasonable prices, and in achieving timely and adequate rate relief from regulatory commissions, effects of energy conservation and limitations on the capacity of the capital market to absorb utility debt. Water and sewer revenue bonds are generally secured by the fees charged to each user of the service. The issuers of water and sewer revenue bonds generally enjoy a monopoly status and latitude in their ability to raise rates. However, lack of water supply due to insufficient rain, run-off, or snow pack can be a concern and has led to past defaults. Further, public resistance to rate increases, declining numbers of customers in a particular locale, costly environmental litigation, and federal environmental mandates are challenges faced by issuers of water and sewer bonds. |
Eaton Vance High Yield Municipal Income Fund
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SAI dated June 1, 2013
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The obligations of any person or entity to pay the principal of and interest on a municipal obligation are subject to the provisions of bankruptcy, insolvency and other laws affecting the rights and remedies of creditors, such as the Federal Bankruptcy Act, and laws, if any, that may be enacted by Congress or state legislatures extending the time for payment of principal or interest, or both, or imposing other constraints upon enforcement of such obligations. Certain bond structures may be subject to the risk that a taxing authority may issue an adverse ruling regarding tax-exempt status. There is also the possibility that as a result of adverse economic conditions (including unforeseen financial events, natural disasters and other conditions that may affect an issuers ability to pay its obligations), litigation or other conditions, the power or ability of any person or entity to pay when due principal of and interest on a municipal obligation may be materially affected or interest and principal previously paid may be required to be refunded. There have been instances of defaults and bankruptcies involving municipal obligations that were not foreseen by the financial and investment communities. The Fund will take whatever action it considers appropriate in the event of anticipated financial difficulties, default or bankruptcy of either the issuer of any municipal obligation or of the underlying source of funds for debt service. Such action may include: (i) retaining the services of various persons or firms (including affiliates of the investment adviser) to evaluate or protect any real estate, facilities or other assets securing any such obligation or acquired by the Fund as a result of any such event; (ii) managing (or engaging other persons to manage) or otherwise dealing with any real estate, facilities or other assets so acquired; and (iii) taking such other actions as the adviser (including, but not limited to, payment of operating or similar expenses of the underlying project) may deem appropriate to reduce the likelihood or severity of loss on the funds investment. The Fund will incur additional expenditures in taking protective action with respect to portfolio obligations in (or anticipated to be in) default and assets securing such obligations. |
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Historically, municipal bankruptcies have been rare and certain provisions of the U.S. Bankruptcy Code governing such bankruptcy are unclear. Further, the application of state law to municipal obligation issuers could produce varying results among the states or among municipal obligation issuers within a state. These uncertainties could have a significant impact on the prices of the municipal obligations in which the Fund invests. There could be economic, business or political developments or court decisions that adversely affect all municipal obligations in the same sector. Developments such as changes in healthcare regulations, environmental considerations related to construction, construction cost increases and labor problems, failure of healthcare facilities to maintain adequate occupancy levels, and inflation can affect municipal obligations in the same sector. As the similarity in issuers of municipal obligations held by the Fund increases, the potential for fluctuations in the Funds share price also may increase. |
Eaton Vance High Yield Municipal Income Fund
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SAI dated June 1, 2013
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The secondary market for some municipal obligations issued within a state (including issues that are privately placed with the Fund) is less liquid than that for taxable debt obligations or other more widely traded municipal obligations. No established resale market exists for certain of the municipal obligations in which the Fund may invest. The market for obligations rated below investment grade is also likely to be less liquid than the market for higher rated obligations. As a result, the Fund may be unable to dispose of these municipal obligations at times when it would otherwise wish to do so at the prices at which they are valued. Municipal obligations that are rated below investment grade but that, subsequent to the assignment of such rating, are backed by escrow accounts containing U.S. Government obligations may be determined by the investment adviser to be of investment grade quality for purposes of the Funds investment policies. In the case of a defaulted obligation, the Fund may incur additional expense seeking recovery of its investment. Defaulted obligations are denoted in the Portfolio of Investments in the Financial Statements included in the Funds reports to shareholders. The yields on municipal obligations depend on a variety of factors, including purposes of the issue and source of funds for repayment, general money market conditions, general conditions of the municipal bond market, size of a particular offering, maturity of the obligation and rating of the issue. The ratings of Moodys, S&P and Fitch represent their opinions as to the quality of the municipal obligations which they undertake to rate, and in the case of insurers, other factors including the claims-paying ability of such insurer. It should be emphasized, however, that ratings are based on judgment and are not absolute standards of quality. Consequently, municipal obligations with the same maturity, coupon and rating may have different yields while obligations of the same maturity and coupon with different ratings may have the same yield. In addition, the market price of such obligations will normally fluctuate with changes in interest rates, and therefore the net asset value of the Fund will be affected by such changes. |
Option Contracts |
See also Derivative Instruments and Related Risks herein. An option contract is a contract that gives the holder of the option, in return for a premium, the right to buy from (in the case of a call) or sell to (in the case of a put) the writer of the option the reference instrument underlying the option (or the cash value of the index) at a specified exercise price at any time during the term of the option. The writer of an option on a security has the obligation upon exercise of the option to deliver the reference instrument (or the cash) upon payment of the exercise price or to pay the exercise price upon delivery of the reference instrument (or the cash). Upon exercise of an index option, the writer of an option on an index is obligated to pay the difference between the cash value of the index and the exercise price multiplied by the specified multiplier for the index option. Options may be covered, meaning that the party required to deliver the reference instrument if the option is exercised owns that instrument (or has set aside sufficient assets to meet its obligation to deliver the instrument). Options may be listed on an exchange or traded in the OTC market. In general, exchange-traded options have standardized exercise prices and expiration dates and may require the parties to post margin against their obligations, and the performance of the parties' obligations in connection with such options is guaranteed by the exchange or a related clearing corporation. OTC options have more flexible terms negotiated between the buyer and the seller, but generally do not require the parties to post margin and are subject to counterparty risk. OTC options also involve greater liquidity risk. The staff of the SEC takes the position that certain purchased OTC options, and assets used as cover for written OTC options, are illiquid. Derivatives on economic indicators generally are offered in an auction format and are booked and settled as OTC options. Options on futures contracts are discussed herein under Futures Contracts. |
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If a written option expires unexercised, the Fund realizes a capital gain equal to the premium received at the time the option was written. If a purchased option expires unexercised, the Fund realizes a capital loss equal to the premium paid. Prior to the earlier of exercise or expiration, an exchange traded option may be closed out by an offsetting purchase or sale of an option of the same series (type, exchange, reference instrument, exercise price, and expiration). A capital gain will be realized from a closing purchase transaction if the cost of the closing option is less than the premium received from writing the option, or, if it is more, a capital loss will be realized. If the premium received from a closing sale transaction is more than the premium paid to purchase the option, the Fund will realize a capital gain or, if it is less, the Fund will realize a capital loss. The principal factors affecting the market value of a put or a call option include supply and demand, the current market price of the reference instrument in relation to the exercise price of the option, the volatility of the reference instrument, and the time remaining until the expiration date. There can be no assurance that a closing purchase or sale transaction can be consummated when desired. |
Eaton Vance High Yield Municipal Income Fund
64
SAI dated June 1, 2013
Eaton Vance High Yield Municipal Income Fund
65
SAI dated June 1, 2013
Pooled Investment Vehicles |
The Fund may invest in pooled investment vehicles including other open-end or closed-end investment companies affiliated or unaffiliated with the investment adviser, exchange-traded funds (described herein) and other collective investment pools in accordance with the requirements of the 1940 Act. Closed-end investment company securities are usually traded on an exchange. The demand for a closed-end funds securities is independent of the demand for the underlying portfolio assets, and accordingly, such securities can trade at a discount from their net asset value. The Fund generally will indirectly bear its proportionate share of any management fees paid by a pooled investment vehicle in which it invests in addition to the investment advisory fee paid by the Fund. |
Portfolio Turnover |
A change in the securities held by the Fund is known as portfolio turnover and generally involves expense to the Fund, including brokerage commissions or dealer markups and other transaction costs on both the sale of securities and the reinvestment of the proceeds in other securities. If sales of portfolio securities cause the Fund to realize net short-term capital gains, such gains will be taxable as ordinary income to taxable shareholders. The Funds portfolio turnover rate for a fiscal year is the ratio of the lesser of purchases or sales of portfolio securities to the monthly average of the value of portfolio securities − excluding securities whose maturities at acquisition were one year or less. The Fund's portfolio turnover rate is not a limiting factor when the investment adviser considers a change in the Fund's portfolio holdings. The portfolio turnover rate(s) of the Fund for recent fiscal periods is included in the Financial Highlights in the Prospectus. |
Preferred Securities |
Preferred securities represent an equity ownership interest in the issuing corporation that has a higher claim on the assets and earnings than common stock. Preferred securities generally have a dividend that must be paid out before dividends to common stockholders and the shares usually do not have voting rights. Preferred securities involve credit risk, which is the risk that a preferred security will decline in price, or fail to pay dividends when expected, because the issuer experiences a decline in its financial status. Preferred securities may be convertible to common stock in some cases. While a part of an issuers equity structure, preferred securities may be deemed to be fixed-income securities for purposes of the Funds investment restrictions. |
Real Estate Investment Trusts (REITs) |
Securities of companies in the real estate industry, such as REITs, are sensitive to factors, such as changes in: real estate values, property taxes, interest rates, cash flow of underlying real estate assets, occupancy rates, government regulations affecting zoning, land use, and rents, and the management skill and creditworthiness of the issuer. Companies in the real estate industry may also be subject to liabilities under environmental and hazardous waste laws, among others. Changes in underlying real estate values may have an exaggerated effect to the extent that REITs concentrate investments in particular geographic regions or property types. Investments in REITs may also be adversely affected by rising interest rates. By investing in REITs, the Fund will bear REIT expenses in addition to its own expenses. |
Repurchase Agreements |
Repurchase agreements involve the purchase of a security coupled with an agreement to resell at a specified date and price. In the event of the bankruptcy of the counterparty to a repurchase agreement, recovery of cash may be delayed. To the extent that, in the meantime, the value of the purchased securities may have decreased, a loss could result. Repurchase agreements that mature in more than seven days will be treated as illiquid. Unless the Prospectus states otherwise, the terms of a repurchase agreement will provide that the value of the collateral underlying the repurchase agreement will always be at least equal to the repurchase price, including any accrued interest earned on the agreement, and will be marked to market daily. |
Eaton Vance High Yield Municipal Income Fund
66
SAI dated June 1, 2013
Eaton Vance High Yield Municipal Income Fund
67
SAI dated June 1, 2013
Eaton Vance High Yield Municipal Income Fund
68
SAI dated June 1, 2013
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Loan Collateral. Borrowers generally will, for the term of the Senior Loan, pledge collateral to secure their obligation. In addition Senior Loans may be guaranteed by or secured by assets of the borrowers owners or affiliates. During the term of the Senior Loan, the value of collateral securing the Loan may decline in value, causing the Loan to be under-collateralized. Collateral may consist of assets that may not be readily liquidated, and there is no assurance that the liquidation of such assets would satisfy fully a borrowers obligations under a Senior Loan. In addition, if a Senior Loan is foreclosed, the Fund could become part owner of the collateral and would bear the costs and liabilities associated with owning and disposing of such collateral. |
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Fees. The Fund may receive a facility fee when it buys a Senior Loan, and pay a facility when it sells a Senior Loan. On an ongoing basis, the Fund may receive a commitment fee based on the undrawn portion of the underlying line of credit portion of a Senior Loan. In certain circumstances, the Fund may receive a prepayment penalty fee upon the prepayment of a Senior Loan by a borrower or an amendment fee. |
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Loan Administration. In a typical Senior Loan, the Agent administers the terms of the loan agreement and is responsible for the collection of principal, and interest payments from the borrower and the apportionment of these payments to the Loan Investors. Failure by the Agent to fulfill its obligations may delay or adversely affect receipt of payment by the Fund. Furthermore, unless under the terms of a loan agreement or participation (as applicable) the Fund has direct recourse against the borrower, the Fund must rely on the Agent and the other Loan Investors to use appropriate remedies against the borrower. The Agent is typically responsible for monitoring compliance with covenants contained in the loan agreement based upon reports prepared by the borrower. The typical practice of an Agent or a Loan Investor in relying exclusively or primarily on reports from the borrower may involve the risk of fraud by the borrower. It is unclear whether an investment in a Senior Loan offers the securities law protections against fraud and misrepresentation. |
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A financial institutions appointment as Agent may usually be terminated in the event that it fails to observe the requisite standard of care or becomes insolvent. A successor Agent would generally be appointed to replace the terminated Agent, and assets held by the Agent under the Loan Agreement should remain available to holders of Senior Loans. However, if assets held by the Agent for the benefit of the Fund were determined to be subject to the claims of the Agents general creditors, the Fund might incur certain costs and delays in realizing payment on a Senior Loan, or suffer a loss of principal and/or interest. In situations involving other Interposed Persons similar risks may arise. |
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Additional Information. The Fund may purchase and retain in its portfolio a Senior Loan where the borrower has experienced, or may be perceived to be likely to experience, credit problems, including involvement in or recent emergence from bankruptcy reorganization proceedings or other forms of debt restructuring. While such investments may provide opportunities for enhanced income as well as capital appreciation, they generally involve greater risk and may be considered speculative. The Fund may from time to time participate on ad-hoc committees formed by creditors to negotiate with the management of financially troubled borrowers. The Fund may incur legal fees as a result of such participation. In addition, such participation may restrict the Funds ability to trade in or acquire additional positions in a particular security when it might otherwise desire to do so. Participation by the Fund also may expose the Fund to potential liabilities under bankruptcy or other laws governing the rights of creditors and debtors. The Fund will participate on such committees only when the investment adviser believes that such participation is necessary or desirable to enforce the Funds rights as a creditor or to protect the value of a Senior Loan held by the Fund. |
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In some instances, other accounts managed by the investment adviser may hold other securities issued by borrowers the Senior Loans of which may be held by the Fund. These other securities may include, for example, debt securities that are subordinate to the Senior Loans held by the Fund, convertible debt or common or preferred equity securities. In certain circumstances, such as if the credit quality of the borrower deteriorates, the interests of holders of these other securities may conflict with the interests of the holders of the borrowers Senior Loans. In such cases, the investment adviser may owe conflicting fiduciary duties to the Fund and other client accounts. The investment adviser will endeavor to carry out its obligations to all of its clients to the fullest extent possible, recognizing that in some cases, certain clients may achieve a lower economic return, as a result of these conflicting client interests, than if the investment advisers client accounts collectively held only a single category of the issuers securities. |
Eaton Vance High Yield Municipal Income Fund
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SAI dated June 1, 2013
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The Fund may acquire warrants and other equity securities as part of a unit combining a Senior Loan and equity securities of a borrower or its affiliates. The Fund may also acquire equity securities or debt securities (including non-dollar denominated debt securities) issued in exchange for a Senior Loan or issued in connection with the debt restructuring or reorganization of a borrower, or if such acquisition, in the judgment of the investment adviser, may enhance the value of a Senior Loan or would otherwise be consistent with the Funds investment policies. |
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For Floating Rate Portfolio, Senior Portfolio and VT Floating-Rate Income Fund only: The Fund will acquire participations only if the Loan Investor selling the participation, and any other persons interpositioned between the Fund and the Loan Investor (an Interposed Person), at the time of investment, has outstanding debt or deposit obligations rated investment grade (BBB or A-3 or higher by S&P or Baa or P- 3 or higher by Moodys or comparably rated by another nationally recognized statistical ratings organization) or determined by the investment adviser to be of comparable quality. Similarly, the Fund will purchase an assignment or participation or act as a Loan Investor with respect to a syndicated Senior Loan only where the Agent with respect to such Senior Loan at the time of investment has outstanding debt or deposit obligations rated investment grade, or determined by the investment adviser to be of comparable quality. Notwithstanding the forgoing, the Fund may enter into a transaction to acquire an assignment or participation with an Interposed Person where such Interposed Person does not have outstanding debt or deposit obligations rated investment grade, if the Fund does so in compliance with applicable written procedures governing such transactions. |
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For additional disclosure relating to investing in loans (including Senior Loans), see Loans above. |
Short Sales |
Short sales are transactions in which a party sells a security it does not own in anticipation of a decline in the market value of that security. To complete such a transaction, the party must borrow the security to make delivery to the buyer. When the party is required to return the borrowed security, it typically will purchase the security in the open market. The price at such time may be more or less than the price at which the party sold the security. Until the security is replaced, the party is required to repay the lender any dividends or interest, which accrues during the period of the loan. To borrow the security, it also may be required to pay a premium, which would increase the cost of the security sold. The net proceeds of the short sale will be retained by the broker, to the extent necessary to meet margin requirements, until the short position is closed out. Transaction costs are incurred in effecting short sales. A short seller will incur a loss as a result of a short sale if the price of the security increases between the date of the short sale and the date on which it replaces the borrowed security. A gain will be realized if the price of the security declines in price between those dates. The amount of any gain will be decreased, and the amount of any loss increased, by the amount of the premium, dividends or interest the short seller may be required to pay, if any, in connection with a short sale. Short sales may be against the box or uncovered. In a short sale against the box, at the time of the sale, the short seller owns or has the immediate and unconditional right to acquire the identical security at no additional cost. In an uncovered short sale, the short seller does not own the underlying security and, as such, losses from uncovered short sales may be significant. The Fund may sell short securities representing an index or basket of securities whose constituents the Fund holds in whole or in part. A short sale of an index or basket of securities will be a covered short sale if the underlying index or basket of securities is the same or substantially identical to securities held by the Fund. Use of short sales is limited by the Funds non-fundamental restriction relating thereto. |
Short-Term Trading |
Fixed-income securities may be sold in anticipation of market decline (a rise in interest rates) or purchased in anticipation of a market rise (a decline in interest rates) and later sold. In addition, such a security may be sold and another purchased at approximately the same time to take advantage of what is believed to be a temporary disparity in the normal yield relationship between the two securities. Yield disparities may occur for reasons not directly related to the investment quality of particular issues or the general movement of interest rates, such as changes in the overall demand for or supply of various types of fixed-income securities or changes in the investment objectives of investors. |
Eaton Vance High Yield Municipal Income Fund
70
SAI dated June 1, 2013
Smaller Companies |
The investment risk associated with smaller companies is higher than that normally associated with larger, more established companies due to the greater business risks associated with small size, the relative age of the company, limited product lines, distribution channels and financial and managerial resources. Further, there is typically less publicly available information concerning smaller companies than for larger companies. The securities of small companies are often traded only over-the-counter and may not be traded in the volumes typical of trading on a national securities exchange. As a result, stocks of smaller companies are often more volatile than those of larger companies, which are often traded on a national securities exchange. |
Stripped Mortgage-Backed Securities (SMBS) |
SMBS are multiclass mortgage securities. SMBS commonly involve two classes of securities that receive different proportions of the interest and principal distributions on a pool of mortgage assets. A common type of SMBS will have one class receiving most of the interest from the mortgages, while the other class will receive most of the principal. In the most extreme case, the interest only class receives all of the interest while the principal only class receives the entire principal. The yield to maturity on an interest only class is extremely sensitive to the rate of principal payments (including pre-payments) on the related underlying mortgage assets, and a rapid rate of principal payments may have a material adverse effect on the yield to maturity from these securities. If the underlying mortgages experience greater than anticipated prepayments of principal, the initial investment in these securities may not be recouped. Although the market for such securities is increasingly liquid, certain SMBS may not be readily marketable and will be considered illiquid. The market value of the class consisting entirely of principal payments generally is unusually volatile in response to changes in interest rates. The yields on a class of SMBS that receives all or most of the interest from mortgages are generally higher than prevailing market yields on other MBS because their cash flow patterns are more volatile and there is a greater risk that the initial investment will not be fully recouped. |
Structured Notes |
See also Derivative Instruments and Related Risks herein. Structured notes are derivative debt instruments, the interest rate or principal of which is determined by an unrelated indicator (for example, a currency, security, commodity or index thereof). The terms of the instrument may be structured by the purchaser and the borrower issuing the note. Indexed securities may include structured notes as well as securities other than debt securities, the interest rate or principal of which is determined by an unrelated indicator. Indexed securities may include a multiplier that multiplies the indexed element by a specified factor and, therefore, the value of such securities may be very volatile. The terms of structured notes and indexed securities may provide that in certain circumstances no principal is due at maturity, which may result in a loss of invested capital. Structured notes and indexed securities may be positively or negatively indexed, so that appreciation of the unrelated indicator may produce an increase or a decrease in the interest rate or the value of the structured note or indexed security at maturity may be calculated as a specified multiple of the change in the value of the unrelated indicator. Structured notes and indexed securities may entail a greater degree of market risk than other types of investments because the investor bears the risk of the unrelated indicator. Structured notes or indexed securities also may be more volatile, less liquid, and more difficult to accurately price than less complex securities and instruments or more traditional debt securities. |
Swap Agreements |
See also Derivative Instruments and Related Risks herein. Swap agreements are two-party contracts entered into primarily by institutional investors for periods ranging from a few weeks to more than one year. In a standard swap transaction, two parties agree to exchange the returns (or differentials in rates of return) earned or realized on a particular predetermined reference instrument or instruments, which can be adjusted for an interest rate factor. The gross returns to be exchanged or swapped between the parties are generally calculated with respect to a notional amount ( i.e. , the return on or increase in value of a particular dollar amount invested at a particular interest rate or in a basket of securities representing a particular index). Other types of swap agreements may calculate the obligations of the parties to the agreement on a net basis. Consequently, a partys current obligations (or rights) under a swap agreement will generally be equal only to the net amount to be paid or received under the agreement based on the relative values of the positions held by each party to the agreement (the net amount). |
Eaton Vance High Yield Municipal Income Fund
71
SAI dated June 1, 2013
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Whether the use of swap agreements will be successful will depend on the investment adviser's ability to predict correctly whether certain types of reference instruments are likely to produce greater returns than other instruments. Swap agreements may be subject to contractual restrictions on transferability and termination and they may have terms of greater than seven days. The Funds obligations under a swap agreement will be accrued daily (offset against any amounts owed to the Fund under the swap). Developments in the swaps market, including potential government regulation, could adversely affect the Funds ability to terminate existing swap agreements or to realize amounts to be received under such agreements, as well as to participate in swap agreements in the future. If there is a default by the counterparty to a swap, the Fund will have contractual remedies pursuant to the swap agreement, but any recovery may be delayed depending on the circumstances of the default. Swap agreements include (but are not limited to): |
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Currency Swaps. Currency swaps involve the exchange of the rights of the parties to make or receive payments in specified currencies. Because currency swaps usually involve the delivery of the entire principal value of one designated currency in exchange for the other designated currency, the entire principal value of a currency swap is subject to the risk that the other party to the swap will default on its contractual delivery obligations. If the investment adviser is incorrect in its forecasts of market value and currency exchange rates, performance may be adversely affected. |
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Equity Swaps. An equity swap is an agreement in which at least one partys payments are based on the rate of return of an equity security or equity index, such as the S&P 500. The other partys payments can be based on a fixed rate, a non-equity variable rate, or even a different equity index. The Fund may enter into equity index swaps on a net basis pursuant to which the future cash flows from two reference instruments are netted out, with the Fund receiving or paying, as the case may be, only the net amount of the two. |
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Credit Default Swaps. Under a credit default swap agreement, the protection buyer in a credit default contract is generally obligated to pay the protection seller an upfront or a periodic stream of payments over the term of the contract, provided that no credit event, such as a default, on a reference instrument has occurred. If a credit event occurs, the seller generally must pay the buyer the par value (full notional value) of the reference instrument in exchange for an equal face amount of the reference instrument described in the swap, or the seller may be required to deliver the related net cash amount, if the swap is cash settled. If the Fund is a buyer and no credit event occurs, the Fund may recover nothing if the swap is held through its termination date. As a seller, the Fund generally receives an upfront payment or a fixed rate of income throughout the term of the swap provided that there is no credit event. As the seller, the Fund would effectively add leverage to its portfolio because, in addition to its total net assets, the Fund would be subject to investment exposure on the notional amount of the swap. The determination of a credit event under the swap agreement will depend on the terms of the agreement and may rely on the decision of persons that are not a party to the agreement. The Funds obligations under a credit default swap agreement will be accrued daily (offset against any amounts owed to the Fund). |
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Inflation Swaps. Inflation swaps involve the exchange by the Fund with another party of their respective commitments to pay or receive interest, e.g., an exchange of fixed rate payments for floating rate payments or an exchange of floating rate payments based on two different reference indices. By design, one of the reference indices is an inflation index, such as the Consumer Price Index. Inflation swaps can be designated as zero coupon, where both sides of the swap compound interest over the life of the swap and then the accrued interest is paid out only at the swaps maturity. |
Eaton Vance High Yield Municipal Income Fund
72
SAI dated June 1, 2013
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Total Return Swaps. Total return swap agreements are contracts in which one party agrees to make periodic payments to another party based on the change in market value of the assets underlying the contract, which may include a specified security, basket of securities or securities indices during the specified period, in return for periodic payments based on a fixed or variable interest rate or the total return from other underlying assets. Total return swap agreements may be used to obtain exposure to a security or market without owning or taking physical custody of such security or investing directly in such market. Total return swap agreements may effectively add leverage to the Funds portfolio because, in addition to its total net assets, the Fund would be subject to investment exposure on the notional amount of the swap. Generally, the Fund will enter into total return swaps on a net basis (i.e., the two payment streams are netted out, with the Fund receiving or paying, as the case may be, only the net amount of the two payments). The net amount of the excess, if any, of the Funds obligations over its entitlements with respect to each total return swap will be accrued on a daily basis. If the total return swap transaction is entered into on other than a net basis, the full amount of the Funds obligations will be accrued on a daily basis, and the full amount of the Funds obligations will be segregated by the Fund in an amount equal to or greater than the market value of the liabilities under the total return swap or the amount it would have cost the Fund initially to make an equivalent direct investment, plus or minus any amount the Fund is obligated to pay or is to receive under the total return swap agreement. |
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Interest Rate Swaps, Caps and Floors. Interest rate swaps are OTC contracts in which each party agrees to make a periodic interest payment based on an index or the value of an asset in return for a periodic payment from the other party based on a different index or asset. The purchase of an interest rate floor entitles the purchaser, to the extent that a specified index falls below a predetermined interest rate, to receive payments of interest on a notional principal amount from the party selling such interest rate floor. The purchase of an interest rate cap entitles the purchaser, to the extent that a specified index rises above a predetermined interest rate, to receive payments of interest on a notional principal amount from the party selling such interest rate cap. The Fund usually will enter into interest rate swap transactions on a net basis (i.e., the two payment streams are netted out, with the Fund receiving or paying, as the case may be, only the net amount of the two payments). The net amount of the excess, if any, of the Funds obligations over its entitlements with respect to each interest rate swap will be accrued on a daily basis. If the interest rate swap transaction is entered into on other than a net basis, the full amount of the Funds obligations will be accrued on a daily basis. Certain federal income tax requirements may limit the Funds ability to engage in certain interest rate transactions. |
Swaptions |
See also Derivative Instruments and Related Risks herein. A swaption is a contract that gives a counterparty the right (but not the obligation) in return for payment of a premium, to enter into a new swap agreement or to shorten, extend, cancel or otherwise modify an existing swap agreement, at some designated future time on specified terms. The Fund may write (sell) and purchase put and call swaptions. Depending on the terms of the particular option agreement, the Fund will generally incur a greater degree of risk when it writes a swaption than it will incur when it purchases a swaption. When the Fund purchases a swaption, it risks losing only the amount of the premium it has paid should it decide to let the option expire unexercised. However, when the Fund writes a swaption, upon exercise of the option the Fund will become obligated according to the terms of the underlying agreement. |
Tax-Managed Investing |
Taxes are a major influence on the net returns that investors receive on their taxable investments. There are four components of the returns of a mutual fund that invests in equities that are treated differently for federal income tax purposes: price appreciation, distributions of qualified dividend income, distributions of other investment income, and distributions of realized short-term and long-term capital gains. Distributions of income other than qualified dividend income and distributions of net realized short-term gains (on stocks held for one year or less) are taxed as ordinary income. Distributions of qualified dividend income and net realized long-term gains (on stocks held for more than one year) are currently taxed at rates up to 20%. The Funds investment program and the tax treatment of Fund distributions may be affected by IRS interpretations of the Code and future changes in tax laws and regulations. Returns derived from price appreciation are untaxed until the shareholder disposes of his or her shares. Upon disposition, a capital gain (short-term, if the shareholder has held his or her shares for one year or less, otherwise long-term) equal to the difference between the net proceeds of the disposition and the shareholders adjusted tax basis is realized. |
Eaton Vance High Yield Municipal Income Fund
73
SAI dated June 1, 2013
Trust Certificates |
Trust certificates are investments in a limited purpose trust or other vehicle formed under state law. Trust certificates in turn invest in instruments, such as credit default swaps, interest rate swaps, preferred securities and other securities, in order to customize the risk/return profile of a particular security. Like an investment in a bond, investments in trust certificates represent the right to receive periodic income payments (in the form of distributions) and payment of principal at the end of the term of the certificate. However, these payments are conditioned on the trusts receipt of payments from, and the trusts potential obligations to, the counterparties to the derivative instruments and other securities in which the trust invests. Investments in these instruments are indirectly subject to the risks associated with derivative instruments, including, among others, credit risk, default or similar event risk, counterparty risk, interest rate risk, leverage risk and management risk. It is expected that the trusts that issue credit-linked trust certificates will constitute private investment companies, exempt from registration under the 1940 Act. Although the trusts are typically private investment companies, they are generally not actively managed. It is also expected that the certificates will be exempt from registration under the 1933 Act. Accordingly, there may be no established trading market for the certificates and they may constitute illiquid investments. |
U.S. Government Securities |
U.S. Government securities include: (1) U.S. Treasury obligations, which differ in their interest rates, maturities and times of issuance, including: U.S. Treasury bills (maturities of one year or less); U.S. Treasury notes (maturities of one year to ten years); and U.S. Treasury bonds (generally maturities of greater than ten years); and (2) obligations issued or guaranteed by U.S. Government agencies and instrumentalities, which are supported by any of the following: (a) the full faith and credit of the U.S. Treasury; (b) the right of the issuer to borrow an amount limited to a specific line of credit from the U.S. Treasury; (c) discretionary authority of the U.S. Government to purchase certain obligations of the U.S. Government agency or instrumentality; or (d) the credit of the agency or instrumentality. U.S. Government securities also include any other security or agreement collateralized or otherwise secured by U.S. Government securities. Agencies and instrumentalities of the U.S. Government include but are not limited to: Farmers Home Administration, Export-Import Bank of the United States, Federal Housing Administration, Federal Land Banks, Federal Financing Bank, Central Bank for Cooperatives, Federal Intermediate Credit Banks, Farm Credit Bank System, Federal Home Loan Banks, Federal Home Loan Mortgage Corporation, Federal National Mortgage Association, General Services Administration, Government National Mortgage Association, Student Loan Marketing Association, United States Postal Service, Maritime Administration, Small Business Administration, Tennessee Valley Authority, Washington D.C. Armory Board and any other enterprise established or sponsored by the U.S. Government. The U.S. Government generally is not obligated to provide support to its instrumentalities. The principal of and/or interest on certain U.S. Government securities could be: (a) payable in foreign currencies rather than U.S. dollars; or (b) increased or diminished as a result of changes in the value of the U.S. dollar relative to the value of foreign currencies. The value of such portfolio securities denominated in foreign currencies may be affected favorably by changes in the exchange rate between foreign currencies and the U.S. dollar. For additional information about Federal Home Loan Mortgage Corporation and Federal National Mortgage Association, see Events Regarding FNMA and FHLMC herein. |
Unlisted Securities |
Unlisted securities are neither listed on a stock exchange nor traded over-the-counter. Unlisted securities may include investments in new and early stage companies, which may involve a high degree of business and financial risk that can result in substantial losses and may be considered speculative. Such securities will generally be deemed to be illiquid. Because of the absence of any public trading market for these investments, it may take longer to liquidate these positions than would be the case for publicly traded securities. Although these securities may be resold in privately negotiated transactions, the prices realized from these sales could be less than those originally paid or less than what may be considered the fair value of such securities. Furthermore, issuers whose securities are not publicly traded may not be subject to public disclosure and other investor protection requirements applicable to publicly traded securities. If such securities are required to be registered under the securities laws of one or more jurisdictions before being resold, the Fund may be required to bear the expenses of registration. In addition, in foreign jurisdictions any capital gains realized on the sale of such securities may be subject to higher rates of foreign taxation than taxes payable on the sale of listed securities. |
Utility and Financial Service Companies |
To the extent described in the Prospectus, the Fund may concentrate its investments in utility and/or financial services companies. |
Eaton Vance High Yield Municipal Income Fund
74
SAI dated June 1, 2013
Eaton Vance High Yield Municipal Income Fund
75
SAI dated June 1, 2013
APPENDIX A
Class A Fees, Performance and Ownership
Sales Charges and Distribution and Service Fees.
For the fiscal year ended January 31,
2013
, the following table shows (1) total sales charges paid by the Fund, (2) sales charges paid to financial intermediaries, (3) sales charges paid to the principal underwriter, (4) approximate CDSC payments to the principal underwriter, (5) total distribution and service fees paid by the Fund, and (6) distribution and service fees paid to financial intermediaries. Distribution and service fees that were not paid to financial intermediaries were retained by the principal underwriter.
For the fiscal years ended January 31,
2012
and January 31,
2011
, total sales charges of $
466,802 and $
706,361
, respectively, were paid on sales of Class A, of which the principal underwriter received $
60,285 and $
97,237
, respectively. The balance of such amounts was paid to financial intermediaries.
Performance Information. The table below indicates the average annual total return (both before and after taxes) on a hypothetical investment of $1,000 in this Class of shares for the periods shown in the table. Any performance presented with an asterisk (*) includes the effect of subsidizing expenses. Performance would have been lower without subsidies.
Total returns are historical and are calculated by determining the percentage change in net asset value or public offering price with all distributions reinvested. The Funds past performance (both before and after taxes) is no guarantee of future results. Investment return and principal value of Fund shares will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Performance is for the stated time period only; due to market volatility, the Funds current performance may be lower or higher than the quoted return. For the Funds performance as of the most recent month-end, please refer to www.eatonvance.com.
About Returns After Taxes. After-tax returns are calculated using certain assumptions. After-tax returns are calculated using the highest historical individual federal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on a shareholders tax situation and the actual characterization of distributions, and may differ from those shown. After-tax returns are not relevant to shareholders who hold shares in tax-deferred accounts or to shares held by non-taxable entities. Return After Taxes on Distributions for a period may be the same as Return Before Taxes for that period because no taxable distributions were made during that period, or because the taxable portion of distributions made during the period was insignificant. Also, Return After Taxes on Distributions and the sale of Fund Shares for a period may be greater than or equal to Return After Taxes on Distributions for the same period because of losses realized on the sale of Fund shares.
|
Length of Period Ended January 31, 2013 |
||
Average Annual Total Return: |
One Year |
Five Years |
Ten Years |
Before Taxes and Excluding Maximum Sales Charge |
11.23% |
3.95% |
4.86% |
Before Taxes and Including Maximum Sales Charge |
5.89% |
2.94% |
4.35% |
After Taxes on Distributions and Excluding Maximum Sales Charge |
11.16% |
3.93% |
4.85% |
After Taxes on Distributions and Including Maximum Sales Charge |
5.83% |
2.92% |
4.33% |
After Taxes on Distributions and Redemption and Excluding Maximum Sales Charge |
8.55% |
4.18% |
4.99% |
After Taxes on Distributions and Redemption and Including Maximum Sales Charge |
5.43% |
3.37% |
4.55% |
Eaton Vance High Yield Municipal Income Fund
76
SAI dated June 1, 2013
Control Persons and Principal Holders of Securities.
At May 1,
2013
, the Trustees and officers of the Trust, as a group, owned in the aggregate less than 1% of the outstanding shares of this Class of the Fund. In addition, as of the same date, the following person(s) held the share percentage indicated below, which was owned either (i) beneficially by such person(s) or (ii) of record by such person(s) on behalf of customers who are the beneficial owners of such shares and as to which such record owner(s) may exercise voting rights under certain limited circumstances:
To the knowledge of the Trust, no other person owned of record or beneficially 5% or more of the outstanding shares of this Class of the Fund as of such date.
Eaton Vance High Yield Municipal Income Fund
77
SAI dated June 1, 2013
APPENDIX B
Class B Fees, Performance and Ownership
Distribution and Service Fees.
For the fiscal year ended January 31,
2013
, the following table shows (1) sales commissions paid by the principal underwriter to financial intermediaries on sales of Class B shares, (2) distribution fees paid to the principal underwriter under the Distribution Plan, (3) approximate CDSC payments to the principal underwriter, (4)
service fees paid
under the Distribution Plan, and (
5
) service fees paid to financial intermediaries. The service fees paid by the Fund that were not paid to financial intermediaries were retained by the principal underwriter.
Performance Information. The table below indicates the average annual total return (both before and after taxes) on a hypothetical investment of $1,000 in this Class of shares for the periods shown in the table. Any performance presented with an asterisk (*) includes the effect of subsidizing expenses. Performance would have been lower without subsidies.
Total returns are historical and are calculated by determining the percentage change in net asset value or public offering price with all distributions reinvested. The Funds past performance (both before and after taxes) is no guarantee of future results. Investment return and principal value of Fund shares will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Performance is for the stated time period only; due to market volatility, the Funds current performance may be lower or higher than the quoted return. For the Funds performance as of the most recent month-end, please refer to www.eatonvance.com.
About Returns After Taxes. After-tax returns are calculated using certain assumptions. After-tax returns are calculated using the highest historical individual federal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on a shareholders tax situation and the actual characterization of distributions, and may differ from those shown. After-tax returns are not relevant to shareholders who hold shares in tax-deferred accounts or to shares held by non-taxable entities. Return After Taxes on Distributions for a period may be the same as Return Before Taxes for that period because no taxable distributions were made during that period, or because the taxable portion of distributions made during the period was insignificant. Also, Return After Taxes on Distributions and the sale of Fund Shares for a period may be greater than or equal to Return After Taxes on Distributions for the same period because of losses realized on the sale of Fund shares.
|
Length of Period Ended January 31, 2013 |
||
Average Annual Total Return: |
One Year |
Five Years |
Ten Years |
Before Taxes and Before Deducting CDSC |
10.42% |
3.18% |
4.11% |
Before Taxes and After Deducting CDSC |
5.42% |
2.86% |
4.11% |
After Taxes on Distributions and Before Deducting CDSC |
10.37% |
3.15% |
4.10% |
After Taxes on Distributions and After Deducting CDSC |
5.37% |
2.83% |
4.10% |
After Taxes on Distributions and Redemption and Before Deducting CDSC |
7.76% |
3.44% |
4.25% |
After Taxes on Distributions and Redemption and After Deducting CDSC |
4.93% |
3.20% |
4.25% |
Eaton Vance High Yield Municipal Income Fund
78
SAI dated June 1, 2013
Control Persons and Principal Holders of Securities.
At May 1,
2013
, the Trustees and officers of the Trust, as a group, owned in the aggregate less than 1% of the outstanding shares of this Class of the Fund. In addition, as of the same date, the following person(s) held the share percentage indicated below, which was owned either (i) beneficially by such person(s) or (ii) of record by such person(s) on behalf of customers who are the beneficial owners of such shares and as to which such record owner(s) may exercise voting rights under certain limited circumstances:
First Clearing LLC |
Saint Louis, MO |
33.1% |
Merrill Lynch, Pierce, Fenner & Smith
|
Jacksonville, FL |
14.6% |
Pershing LLC |
Jersey City, NJ |
11.5% |
National Financial Services LLC |
Jersey City, NJ |
8.1% |
Morgan Stanley Smith Barney |
Jersey City, NJ |
5.0% |
Beneficial owners of 25% or more of this Class of the Fund are presumed to be in control of the Class for purposes of voting on certain matters submitted to shareholders.
To the knowledge of the Trust, no other person owned of record or beneficially 5% or more of the outstanding shares of this Class of the Fund as of such date.
Eaton Vance High Yield Municipal Income Fund
79
SAI dated June 1, 2013
APPENDIX C
Class C Fees, Performance and Ownership
Distribution and Service Fees.
For the fiscal year ended January 31,
2013
, the following table shows (1) sales commissions paid by the principal underwriter to financial intermediaries on sales of Class C shares, (2) distribution fees paid to the principal underwriter under the Distribution Plan, (3) approximate CDSC payments to the principal underwriter, (
4
) service fees paid under the Distribution Plan, and (
5
) service fees paid to financial intermediaries. The service fees paid by the Fund that were not paid to financial intermediaries were retained by the principal underwriter.
Performance Information. The table below indicates the average annual total return (both before and after taxes) on a hypothetical investment of $1,000 in this Class of shares for the periods shown in the table. Any performance presented with an asterisk (*) includes the effect of subsidizing expenses. Performance would have been lower without subsidies.
Total returns are historical and are calculated by determining the percentage change in net asset value or public offering price with all distributions reinvested. The Funds past performance (both before and after taxes) is no guarantee of future results. Investment return and principal value of Fund shares will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Performance is for the stated time period only; due to market volatility, the Funds current performance may be lower or higher than the quoted return. For the Funds performance as of the most recent month-end, please refer to www.eatonvance.com.
About Returns After Taxes. After-tax returns are calculated using certain assumptions. After-tax returns are calculated using the highest historical individual federal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on a shareholders tax situation and the actual characterization of distributions, and may differ from those shown. After-tax returns are not relevant to shareholders who hold shares in tax-deferred accounts or to shares held by non-taxable entities. Return After Taxes on Distributions for a period may be the same as Return Before Taxes for that period because no taxable distributions were made during that period, or because the taxable portion of distributions made during the period was insignificant. Also, Return After Taxes on Distributions and the sale of Fund Shares for a period may be greater than or equal to Return After Taxes on Distributions for the same period because of losses realized on the sale of Fund shares.
|
Length of Period Ended January 31, 2013 |
||
Average Annual Total Return: |
One Year |
Five Years |
Ten Years |
Before Taxes and Before Deducting CDSC |
10.35% |
3.18% |
4.11% |
Before Taxes and After Deducting CDSC |
9.35% |
3.18% |
4.11% |
After Taxes on Distributions and Before Deducting CDSC |
10.30% |
3.16% |
4.09% |
After Taxes on Distributions and After Deducting CDSC |
9.30% |
3.16% |
4.09% |
After Taxes on Distributions and Redemption and Before Deducting CDSC |
7.72% |
3.44% |
4.25% |
After Taxes on Distributions and Redemption and After Deducting CDSC |
7.15% |
3.44% |
4.25% |
Eaton Vance High Yield Municipal Income Fund
80
SAI dated June 1, 2013
Control Persons and Principal Holders of Securities.
At May 1,
2013
, the Trustees and officers of the Trust, as a group, owned in the aggregate less than 1% of the outstanding shares of this Class of the Fund. In addition, as of the same date, the following person(s) held the share percentage indicated below, which was owned either (i) beneficially by such person(s) or (ii) of record by such person(s) on behalf of customers who are the beneficial owners of such shares and as to which such record owner(s) may exercise voting rights under certain limited circumstances:
^
To the knowledge of the Trust, no other person owned of record or beneficially 5% or more of the outstanding shares of this Class of the Fund as of such date.
Eaton Vance High Yield Municipal Income Fund
81
SAI dated June 1, 2013
APPENDIX D
Class I Performance and Ownership
Performance Information. The table below indicates the average annual total return (both before and after taxes) on a hypothetical investment of $1,000 in this Class of shares for the period shown in the table. Total return for the period prior to May 9, 2007 reflects the total return of Class A, adjusted to reflect the fact that Class I does not impose a sales charge. The Class A total return has not been adjusted to reflect certain other expenses (such as distribution and/or service fees). If such adjustments were made, the Class I total return would be different. Any performance presented with an asterisk (*) includes the effect of subsidizing expenses. Performance would have been lower without subsidies.
Total returns are historical and are calculated by determining the percentage change in net asset value or public offering price with all distributions reinvested. The Funds past performance (both before and after taxes) is no guarantee of future results. Investment return and principal value of Fund shares will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Performance is for the stated time period only; due to market volatility, the Funds current performance may be lower or higher than the quoted return. For the Funds performance as of the most recent month-end, please refer to www.eatonvance.com.
About Returns After Taxes. After-tax returns are calculated using certain assumptions. After-tax returns are calculated using the highest historical individual federal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on a shareholders tax situation and the actual characterization of distributions, and may differ from those shown. After-tax returns are not relevant to shareholders who hold shares in tax-deferred accounts or to shares held by non-taxable entities. Return After Taxes on Distributions for a period may be the same as Return Before Taxes for that period because no taxable distributions were made during that period, or because the taxable portion of distributions made during the period was insignificant. Also, Return After Taxes on Distributions and the sale of Fund Shares for a period may be greater than or equal to Return After Taxes on Distributions for the same period because of losses realized on the sale of Fund shares.
|
Length of Period Ended January 31, 2013 |
||
Average Annual Total Return: |
One Year |
Five Years |
Ten Years |
Before Taxes |
11.50% |
4.23% |
5.01% |
After Taxes on Distributions |
11.43% |
4.20% |
4.17% |
After Taxes on Distributions and Redemption |
8.82% |
4.44% |
4.30% |
Control Persons and Principal Holders of Securities.
At May 1,
2013
, the Trustees and officers of the Trust, as a group, owned in the aggregate less than 1% of the outstanding shares of this Class of the Fund. In addition, as of the same date, the following person(s) held the share percentage indicated below, which was owned either (i) beneficially by such person(s) or (ii) of record by such person(s) on behalf of customers who are the beneficial owners of such shares and as to which such record owner(s) may exercise voting rights under certain limited circumstances:
Morgan Stanley Smith Barney |
Jersey City, NJ |
53.4% |
Merrill Lynch, Pierce, Fenner & Smith
|
Jacksonville, FL |
18.3% |
First Clearing LLC |
Saint Louis, MO |
14.0% |
Beneficial owners of 25% or more of this Class of the Fund are presumed to be in control of the Class for purposes of voting on certain matters submitted to shareholders.
To the knowledge of the Trust, no other person owned of record or beneficially 5% or more of the outstanding shares of this Class of the Fund as of such date.
Eaton Vance High Yield Municipal Income Fund
82
SAI dated June 1, 2013
APPENDIX E
RATINGS
The ratings indicated herein are believed to be the most recent ratings available at the date of this SAI for the securities listed. Ratings are generally given to securities at the time of issuance. While the rating agencies may from time to time revise such ratings, they undertake no obligation to do so, and the ratings indicated do not necessarily represent ratings which would be given to these securities on a particular date.
MOODYS INVESTORS SERVICE, INC. (Moodys)
LONG-TERM CORPORATE OBLIGATIONS RATINGS
Moodys long-term obligation ratings are opinions of the relative credit risk of fixed-income obligations with an original maturity of one year or more. They address the possibility that a financial obligation will not be honored as promised. Such ratings use Moodys Global Scale and reflect both the likelihood of default and any financial loss suffered in the event of default.
Aaa: Obligations rated Aaa are judged to be of the highest quality, with minimal credit risk.
Aa: Obligations rated Aa are judged to be of high quality and are subject to very low risk.
A: Obligations rated A are considered upper-medium grade and are subject to low credit risk.
Baa: Obligations rated Baa are subject to moderate credit risk. They are considered medium grade and as such may possess certain speculative characteristics.
Ba: Obligations rated Ba are judged to have speculative elements and are subject to substantial credit risk.
B: Obligations rated B are considered speculative and are subject to high credit risk.
Caa: Obligations rated Caa are judged to be of poor standing and are subject to very high credit risk.
Ca: Obligations rated Ca are highly speculative and are likely in, or very near, default, with some prospect of recovery of principal and interest.
C: Obligations rated C are the lowest rated class of bonds and are typically in default, with little prospect for recovery of principal or interest.
Note: Moodys appends numerical modifiers, 1, 2, and 3 to each generic rating classification from Aa through Caa. The modifier 1 indicates that the obligation ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates a ranking in the lower end of that generic rating category.
SHORT-TERM CORPORATE OBLIGATION RATINGS
Moodys short term ratings are opinions of the ability of issuers to honor short-term financial obligations. Ratings may be assigned to issuers, short-term programs or to individual short-term debt instruments. Such obligations generally have an original maturity not exceeding thirteen months, unless explicitly noted.
P-1: Issuers (or supporting institutions) rated Prime-1 have a superior ability to repay short-term debt obligations.
P-2: Issuers (or supporting institutions) rated Prime-2 have a strong ability to repay short-term debt obligations.
P-3: Issuers (or supporting institutions) rated Prime-3 have an acceptable ability to repay short-term obligations.
NP: Issuers (or supporting institutions) rated Not Prime do not fall within any of the Prime ratings categories.
ISSUER RATINGS
Issuer Ratings are opinions of the ability of entities to honor senior unsecured financial obligations and contracts. Moodys expresses Issuer Ratings on its general long-term and short-term scales.
Eaton Vance High Yield Municipal Income Fund
83
SAI dated June 1, 2013
US MUNICIPAL RATINGS
Moodys municipal ratings are opinions of the investment quality of issuers and issues in the U.S. municipal market. As such, these ratings incorporate assessment of the default probability and loss severity of these issuers and issues. The default and loss content for Moodys municipal long-term rating scale differs from Moodys general long-term scale. Historical default and loss rates for obligations rated on the US Municipal Scale are significantly lower that for similarly rated corporate obligations. It is important that users of Moodys ratings understand these differences when making rating comparisons between the Municipal and Global scales.
US MUNICIPAL LONG-TERM DEBT RATINGS
Municipal Ratings are based upon the analysis of five primary factors related to municipal finance: market position, financial position, debt levels, governance, and covenants. Each of the factors is evaluated individually and for its effect on the other factors in the context of the municipalitys ability to repay its debt.
Aaa: Issuers or issues rated Aaa demonstrate the strongest creditworthiness relative to other US municipal or tax-exempt issuers or issues.
Aa: Issuers or issues rated Aa demonstrate very strong creditworthiness relative to other US municipal and tax-exempt issuers.
A: Issuers or issues rated A present above-average creditworthiness relative to other US municipal or tax-exempt issuers or issues.
Baa: Issuers or issues rated Baa represent average creditworthiness relative to other US municipal or tax-exempt issuers or issues.
Ba: Issuers or issues rated Ba demonstrate below-average creditworthiness relative to other US municipal or tax-exempt issuers or issues.
B: Issuers or issues rated B demonstrate weak creditworthiness relative to other US municipal or tax-exempt issuers or issues.
Caa: Issuers or issues rated Caa demonstrate very weak creditworthiness relative to other US municipal or tax-exempt issuers or issues.
Ca: Issuers or issues rated Ca demonstrate extremely weak creditworthiness relative to other US municipal or tax-exempt issuers or issues.
C: Issuers or issues rated Caa demonstrate the weakest creditworthiness relative to other US municipal or tax-exempt issuers or issues.
Note: Moodys appends numerical modifiers, 1, 2, and 3 to each generic rating classification from Aa through Caa. The modifier 1 indicates that the obligation ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates a ranking in the lower end of that generic rating category.
US MUNICIPAL SHORT-TERM OBLIGATION RATINGS AND DEMAND OBLIGATION RATINGS
Short-Term Obligation Ratings
There are three rating categories for short-term municipal obligations that are considered investment grade. These ratings are designated as Municipal Investment Grade (MIG) and are divided into three levels--MIG 1 through MIG 3. In addition, those short-term obligations that are of speculative quality are designated SG, or speculative grade. MIG ratings expires at the maturity of the obligation.
MIG 1: This designation denotes superior credit quality. Excellent protection is afforded by established cash flows, highly reliable liquidity support, or demonstrated broad-band access to the market for refinancing.
MIG 2: This designation denotes strong credit quality. Margins of protection are ample, although not as large as in the preceding group.
Eaton Vance High Yield Municipal Income Fund
84
SAI dated June 1, 2013
MIG 3: This designation denotes acceptable credit quality. Liquidity and cash-flow protection may be narrow, and market access for refinancing is likely to be less well-established.
SG: This designation denotes speculative-grade credit quality. Debt instruments in this category may lack sufficient margins or protection.
Demand Obligation Ratings
In the case of variable rate demand obligations (VRDOs), a two-component rating is assigned; a long or short-term rating and demand obligation rating. The first element represents Moodys evaluation of the degree of risk associated with scheduled principal and interest payments. The second element represents Moodys evaluation of the degree of risk associated with the ability to receive purchase price upon demand (demand feature), using a variation of the MIG rating scale, the Variable Municipal Investment Grade or VMIG rating.
When either the long- or short-term aspect of a VRDO is not rated, that piece is designated NR., e.g., Aaa/NR or NR/VMIG.
VMIG rating expirations are a function of each issues specific structural or credit features.
VMIG 1: This designation denotes superior credit quality. Excellent protection is afforded by the superior short-term credit strength of the liquidity provider and structural and legal protections that ensure the timely payment of purchase price upon demand.
VMIG 2: This designation denotes strong credit quality. Good protection is afforded by the strong short-term credit strength of the liquidity provider and structural and legal protections that ensure the timely payment of purchase price upon demand.
VMIG 3: This designation denotes acceptable credit quality. Adequate protection is afforded by the satisfactory short-term credit strength of the liquidity provider and structural and legal protections that ensure the timely payment of purchase price upon demand.
SG: This designation denotes speculative-grade credit quality. Demand features rated in this category may be supported by a liquidity provider that does not have an investment grade short-term rating or may lack the structural and/or legal protections necessary to ensure the timely payment of purchase price upon demand.
STANDARD & POORS RATINGS GROUP (S&P)
ISSUE CREDIT RATINGS DEFINITIONS
Issue credit ratings can be either long or short term. Short-term ratings are generally assigned to those obligations considered short-term in the relevant market. In the U.S., for example, that means obligations with an original maturity of no more than 365 days--including commercial paper. Short-term ratings are also used to indicated the creditworthiness of an obligor with respect to put-features on long-term obligations. The result is a dual rating, in which the short-term rating addresses the put feature, in addition to the usual long-term rating. Medium-term notes are assigned long-term ratings.
Issue credit ratings are based in varying degrees on the following considerations:
Likelihood of payment, capacity and willingness of the obligor to meet its financial commitment on an obligation in accordance with the terms of the obligation.
Nature of and provisions of the obligations;
Protection afforded by, and relative position of, the obligation in the event of bankruptcy, reorganization, or other arrangement under the laws of bankruptcy and other laws affecting creditors rights.
Issue ratings are an assessment of default risk, but may incorporate an assessment of relative seniority or ultimate recovery in the event of default. Junior obligations are typically rated lower than senior obligations, to reflect the lower priority in bankruptcy, as noted above. (Such differentiation may apply when an entity has both senior and subordinated obligations, secured and unsecured obligations, or operating company and holding company obligations.)
Eaton Vance High Yield Municipal Income Fund
85
SAI dated June 1, 2013
LONG-TERM ISSUE CREDIT RATINGS:
AAA: An obligation rated AAA has the highest rating assigned by S&P. The obligors capacity to meet its financial commitment on the obligation is extremely strong.
AA: An obligation rated AA differs from the highest-rated obligors only to a small degree. The obligors capacity to meet its financial commitments on the obligation is very strong.
A: An obligation rated A is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher-rated categories. However, the obligors capacity to meet its financial commitments on the obligation is still strong.
BBB: An obligation rated BBB exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.
BB, B, CCC, CC and C
Obligations rated BB, B, CCC, CC, and C are regarded as having significant speculative characteristics. BB indicates the least degree of speculation and C the highest. While such obligations will likely have some quality and protective characteristics, these may be outweighed by large uncertainties or major exposures to adverse conditions.
BB: An obligation rated BB is less vulnerable to non-payment than other speculative issues. However, it faces major ongoing uncertainties or exposure to adverse business, financial, or economic conditions which could lead to the obligors inadequate capacity to meet its financial commitment on the obligation.
B: An obligation rated B is more vulnerable than obligations rated BB, but the obligor currently has the capacity to meet its financial commitment on the obligation. Adverse business, financial or economic conditions will likely impair the obligors capacity or willingness to meet its financial commitment on the obligation.
CCC: An obligation rated CCC is currently vulnerable to nonpayment, and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitment on the obligation. In the event of adverse business, financial or, economic conditions, the obligor is not likely to have the capacity to meet its financial commitment on the obligation.
CC: An obligation rated CC is currently highly vulnerable to nonpayment.
C: A subordinated debt or preferred stock obligation rated C is currently highly vulnerable to nonpayment. The C rating may be used to cover a situation where a bankruptcy petition has been filed or similar action taken, but payments on this obligation are being continued. A C also will be assigned to a preferred stock issue in arrears on dividends or sinking fund payments, but that is currently paying.
D: A obligation rated D is in payment default. The D rating category is used when payments on an obligation are not made on the date due even if the applicable grace period has not expired, unless S&P believes that such payments will be made during such grace period. The D rating also will be used upon the filing of a bankruptcy petition or the taking of a similar action if payments on an obligation are jeopardized.
Plus (+) or Minus (-): The ratings from AA to CCC may be modified by the addition of a plus (+) or minus (-) sign to show relative standing within the major rating categories.
NR: This indicates that no rating has been requested, that there is insufficient information on which to base a rating, or that S&P does not rate a particular obligation as a matter of policy.
SHORT-TERM ISSUE CREDIT RATINGS
A-1: A short-term obligation rated A-1 is rated in the highest category by S&P. The obligors capacity to meet its financial commitment on the obligation is strong. Within this category, certain obligations are designated with a plus sign (+). This indicates that the obligors capacity to meet its financial commitments on these obligation is extremely strong.
Eaton Vance High Yield Municipal Income Fund
86
SAI dated June 1, 2013
A-2: A short-term obligation rated A-2 is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher rating categories. However, the obligors capacity to meet its financial commitment on the obligation is satisfactory.
A-3: A short-term obligation rated A-3 exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.
B: A short-term obligation rated B is regarded as having significant speculative characteristics. Ratings of B-1, B-2, and B-3 may be assigned to indicate finer distinctions within the B category. The obligor currently has the capacity to meet its financial commitment on the obligation; however, it faces major ongoing uncertainties which could lead to the obligors inadequate capacity to meet its financial commitment on the obligation.
B-1: A short-term obligation rated B-1 is regarded as having significant speculative characteristics, but the obligor has a relatively stronger capacity to meet their financial commitments over the short-term compared to other speculative-grade obligors.
B-2: A short-term obligation rated B-2 is regarded as having significant speculative characteristics, and the obligor has an average speculative-grade capacity to meet its financial commitments over the short-term compared to other speculative-grade obligors.
B-3: A short-term obligation rated B-3 is regarded as having significant speculative characteristics, and the obligor has a relatively weaker capacity to meet its financial commitments over the short-term compared to other speculative-grade obligors.
C: A short-term obligation rated C is currently vulnerable to nonpayment and is dependent upon favorable business, financial and economic conditions for the obligor to meet its financial commitment on the obligation.
D: A short-term obligation rated D is in payment default. The D rating category is used when payments on an obligation are not made on the date due even if the applicable grace period has not expired, unless S&P believes that such payments will be made during such grace period. The D rating also will be used upon the filing of a bankruptcy petition or the taking of a similar action if payments on an obligation are jeopardized.
ISSUER CREDIT RATINGS DEFINITIONS
Issuer credit ratings are based on current information furnished by obligors or obtained by S&P from other sources it considers reliable. S&P does not perform an audit in connection with any issuer credit rating and may, on occasion, rely on unaudited financial information. Issuer credit ratings may be changed, suspended, or withdrawn as a result of changes in, or unavailability of, such information, or based on other circumstances. Issuer credit ratings can either be long or short term. Short-term issuer credit ratings reflect the obligors creditworthiness over a short-term horizon.
LONG-TERM ISSUER CREDIT RATINGS
AAA: An obligor rated AAA has extremely strong capacity to meet its financial commitments. AAA is the highest issuer credit rating assigned by S&P.
AA: An obligor rated AA has very strong capacity to meet its financial commitments. It differs from the highest-rated obligors only to a small degree.
A: An obligor rated A has strong capacity to meet its financial commitments but is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligors in higher-rated categories.
BBB: An obligor rated BBB has adequate capacity to meet its financial commitments. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitments.
BB, B, CCC and CC
Obligors rated BB, B, CCC, and CC are regarded as having significant speculative characteristics. BB indicates the least degree of speculation and CC the highest. While such obligors will likely have some quality and protective characteristics, these may be outweighed by large uncertainties or major exposures to adverse conditions.
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BB: An obligor BB is less vulnerable in the near term than other lower-rated obligors. However, it faces major ongoing uncertainties and exposure to adverse business, financial, or economic conditions which could lead to the obligors inadequate capacity to meet its financial commitments.
B: An obligor rated B is more vulnerable than the obligors rated BB, but the obligor currently has the capacity to meet its financial commitments. Adverse business, financial, or economic conditions will likely impair the obligors capacity or willingness to meets its financial commitments.
CCC: An obligor rated CCC is currently vulnerable, and is dependent upon favorable business, financial, and economic conditions to meet its financial commitments.
CC: An obligor rated CC is currently highly vulnerable.
Plus (+) or Minus (-): The ratings from AA to CCC may be modified by the addition of a plus (+) or minus (-) sign to show relative standing within the major rating categories.
R: An obligor rated R is under regulatory supervision owing to its financial condition. During the pendency of the regulatory supervision the regulators may have the power to favor one class of obligations over others or pay some obligations and not others. Please see S&Ps issue credit ratings for a more detailed description of the effects of regulatory supervision on specific issues or classes of obligations.
SD and D: An obligor rated SD (selective default) or D has failed to pay one or more of its obligations (rated or unrated) when it came due. A D rating is assigned when S&P believes that the default will be a general default and that the obligor will fail to pay all or substantially all of its obligations as they come due. An SD rating is assigned when S&P believes that the obligor has selectively defaulted on a specific issue or class of obligations but it will continue to meet its payment obligations on other issues or classes of obligations in a timely manner. Please see S&Ps issue credit ratings for a more detailed description of the effects of a default on specific issues or classes of obligations.
NR: An issuer designated NR is not rated.
SHORT-TERM ISSUER CREDIT RATINGS
A-1: An obligor rated A-1 has strong capacity to meet its financial commitments. It is rated in the highest category by S&P. Within this category, certain obligors are designated with a plus sign (+). This indicates that the obligors capacity to meet its financial commitments is extremely strong.
A-2: An obligor rated A-2 has satisfactory capacity to meet its financial commitments. However, it is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligors in the highest rating category.
A-3: An obligor rated A-3 has adequate capacity to meet its financial obligations. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitments.
B: An obligor rated B is regarded as vulnerable and has significant speculative characteristics. Ratings B-1, B-2, and B-3 may be assigned to indicate finer distinctions within the B category. The obligor currently has the capacity to meet its financial commitments; however, it faces major ongoing uncertainties which could lead to the obligors inadequate capacity to meet its financial commitments.
B-1: Obligors with a B-1 short-term rating have a relatively stronger capacity to meet their financial commitments over the short-term compared to other speculative-grade obligors.
B-2: Obligors with a B-2 short-term rating have an average speculative-grade capacity to meet their financial commitments over the short-term compared to other speculative-grade obligors.
B-3: Obligors with a B-3 short-term rating have a relatively weaker capacity to meet their financial commitments over the short-term compared to other speculative-grade obligors.
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C: An obligor rated C is currently vulnerable to nonpayment and is dependent upon favorable business, financial, and economic conditions for it to meet its financial commitments.
R: An obligor rated R is under regulatory supervision owing to its financial condition. During the pendency of the regulatory supervision the regulators may have the power to favor one class of obligations over others or pay some obligations and not others. Please see S&Ps issue credit ratings for a more detailed description of the effects of regulatory supervision on specific issues or classes of obligations.
SD and D: An obligor rated SD (selective default) or D has failed to pay one or more of its obligations (rated or unrated) when it came due. A D rating is assigned when S&P believes that the default will be a general default and that the obligor will fail to pay all or substantially all of its obligations as they come due. An SD rating is assigned when S&P believes that the obligor has selectively defaulted on a specific issue or class of obligations but it will continue to meet its payment obligations on other issues or classes of obligations in a timely manner. Please see S&Ps issue credit ratings for a more detailed description of the effects of a default on specific issues or classes of obligations.
NR: An issuer designated as NR is not rated.
MUNICIPAL RATINGS
SHORT-TERM NOTES: An S&P U.S. municipal note ratings reflects the liquidity factors and market access risks unique to notes. Notes due in three years or less will likely receive a note rating. Notes maturing beyond three years will most likely receive a long-term debt rating. The following criteria will be used in making that assessment:
Amortization schedule--the larger the final maturity relative to other maturities, the more likely it will be treated as a note; and
Source of payment--the more dependent the issue is on the market for its refinancing, the more likely it will be treated as a note.
Note rating symbols are as follows:
SP-1: Strong capacity to pay principal and interest. An issue determined to possess a very strong capacity to pay debt will be given a plus(+) designation.
SP-2: Satisfactory capacity to pay principal and interest, with some vulnerability to adverse financial and economic changes over the term of the notes.
SP-3: Speculative capacity to pay principal and interest.
FITCH RATINGS
LONG-TERM CREDIT RATINGS
Investment Grade
AAA: Highest credit quality AAA ratings denote the lowest expectation of credit risk. They are assigned only in case of exceptionally strong capacity for payment of financial commitments. The capacity is highly unlikely to be adversely affected by foreseeable events.
AA: Very high credit quality. AA ratings denote expectations of very low credit risk. They indicate very strong capacity for payment of financial commitments. This capacity is not significantly vulnerable to foreseeable events.
A: High credit quality. A ratings denote expectations of low credit risk. The capacity for payment of financial commitments is considered strong. The capacity may, nevertheless, be more vulnerable to changes in circumstances or in economic conditions that is the case for higher ratings.
BBB: Good credit quality. BBB ratings indicate that they are currently expectations of low credit risk. The capacity for payment of financial commitments is considered adequate but adverse changes in circumstances and economic conditions are more likely to impair this capacity. This is the lowest investment grade category.
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Speculative Grade
BB: Speculative. BB ratings indicate that there is a possibility of credit risk developing, particularly as the result of adverse economic change over time; however, business or financial alternatives may be available to allow financial commitments to be met. Securities rated in this category are not investment grade. The obligors ability to pay interest and repay principal may be affected over time by adverse economic changes. However, business and financial alternatives can be identified that could assist the obligor in satisfying its debt service requirements.
B: Highly speculative. For issuers and performing obligations, B ratings indicate that significant credit risk is present, but a limited margin of safety remains. Financial commitments are currently being met; however, capacity for continued payment is contingent upon a sustained, favorable business and economic environment.
For individual obligations, may indicate distressed or defaulted obligations with potential for extremely high recoveries. Such obligations would possess a Recovery of Rating RR1 (outstanding).
CCC: For issuers and performing obligations, default is a real possibility. Capacity for meeting financial commitments is solely reliant upon sustained, favorable business or economic conditions.
For individual obligations, may indicate distressed or defaulted obligations with potential for average to superior levels of recovery. Differences in credit quality may be denoted by plus/minus distinctions. Such obligations typically would possess a Recovery Rating of RR2 (superior), RR3 (good) or RR4 (average).
CC: For issuers and performing obligations, default of some kind appears probable.
For individual obligations, may indicate distressed or defaulted obligations with a Recovery Rating of RR4 (average) or RR5 (below average).
C: For issuers performing obligations, default is imminent.
For individual obligations, may indicate distressed or defaulted obligations with potential for below-average to poor recoveries. Such obligations would possess a Recovery Rating of RR6 (poor).
RD: Indicates an entity that has failed to make due payments (within the applicable grace period) on some but not all material financial obligations, but continues to honor other classes of obligations.
D: Indicates an entity or sovereign that has defaulted on all of its financial obligations. Default generally is defined as one of the following:
Failure of an obligor to make timely payment of principal and/or interest under the contractual terms of any financial obligation; The bankruptcy filings, administration, receivership, liquidation or other winding-up or cessation of business of an obligor; The distressed or other coercive exchange of an obligation, where creditors were offered securities with diminished structural or economic terms compared with the existing obligation.
Default ratings are not assigned prospectively; within this context, non-payment on an instrument that contains a deferral feature or grace period will not be considered a default until after the expiration of the deferral or grace period.
Issuers will be rated D upon a default. Defaulted and distressed obligations typically are rated along the continuum of C to B ratings categories, depending upon their recovery prospects and other relevant characteristics. Additionally, in structured finance transactions, where analysis indicates that an instrument is irrevocably impaired such that it is not expected to meet pay interest and/or principal in full in accordance with the terms of the obligations documentation during the life of the transaction, but where no payment default in accordance with the terms of the documentation is imminent, the obligation may be rated in the B or CCC-C categories.
Default is determined by reference to the terms of the obligations documentation. Fitch will assign default ratings where it has reasonably determined that payment has not been made on a material obligation in accordance with the requirements of the obligations documentation, or where it believes that default ratings consistent with Fitchs published definition of default are the most appropriate ratings to assign.
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Notes to Long-Term ratings:
The modifiers + or - may be appended to a rating to denote relative status within major rating categories. Such suffixes are not added to the AAA Long-term rating category, to categories below CCC, or to Short-term ratings other than F1. (The +/- modifiers are only used to denote issues within the CCC category, whereas issuers are only rated CCC without the use of modifiers.)
Short-Term Credit Ratings
The following ratings scale applies to foreign currency and local currency ratings. A Short-term rating has a time horizon of less than 13 months for most obligations, or up to three years for US public finance, in line with industry standards, to reflect unique risk characteristics of bond, tax and revenue anticipation notes that are commonly issued with terms up to three years. Short-term ratings thus place greater emphasis on the liquidity necessary to meet financial commitments in a timely manner.
F1: Highest credit quality. Indicates the strongest capacity for timely payment of financial commitments; may have an added + to denote any exceptionally strong credit feature.
F2: Good credit quality. A satisfactory capacity for timely payment of financial commitments, but the margin of safety is not as great as in the case of the higher ratings.
F3: Fair credit quality. The capacity for timely payment of financial commitments is adequate; however, near term adverse changes could result in a reduction to non investment grade.
B: Speculative. Minimal capacity for timely payment of financial commitments, plus vulnerability to near term adverse changes in financial and economic conditions.
C: High default risk. Default is a real possibility. Capacity for meeting financial commitments is solely reliant upon a sustained, favorable business and economic environment.
D: Indicates an entity or sovereign that has defaulted on all of its financial obligations.
Notes to Short-Term ratings:
The modifiers + or - may be appended to a rating to denote relative status within major rating categories. Such suffixes are not added to the AAA Long-term rating category, to categories below CCC, or to Short-term ratings other than F1. (The +/- modifiers are only used to denote issues within the CCC category, whereas issuers are only rated CCC without the use of modifiers.)
DESCRIPTION OF INSURANCE FINANCIAL STRENGTH RATINGS
Moodys Investors Service, Inc. Insurance Financial Strength Ratings
Moodys Insurance Financial Strength Ratings are opinions of the ability of insurance companies to repay punctually senior policyholder claims and obligations. Specific obligations are considered unrated unless they are individually rated because the standing of a particular insurance obligation would depend on an assessment of its relative standing under those laws governing both the obligation and the insurance company. Insurance Companies rated Aaa offer exceptional financial security. While the credit profile of these companies is likely to change, such changes as can be visualized are most unlikely to impair their fundamentally strong position.
Standard &Poors Insurance Financial Strength Ratings
A S&P insurer financial strength rating is a current opinion of the financial security characteristics of an insurance organization with respect to its ability to pay under its insurance policies and contracts in accordance with their terms. Insurer financial strength ratings are also assigned to health maintenance organizations and similar health plans with respect to their ability to pay under their policies and contracts in accordance with their terms. This opinion is not specific to any particular policy or contract, nor does it address the suitability of a particular policy or contract for a specific purpose or purchaser. Furthermore, the opinion does not take into account deductibles, surrender or cancellation penalties, timeliness of payment, nor the likelihood of the use of a defense such as fraud to deny claims. For organizations with cross-border or multinational operations, including those conducted by subsidiaries or branch offices, the ratings do not take into account potential that may exist for foreign exchange restrictions to prevent financial obligations from being met. Insurer financial strength ratings are based on information furnished
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by rated organizations or obtained by S&P from other sources it considers reliable. S&P does not perform an audit in connection with any rating and may on occasion rely on unaudited financial information. Ratings may be changed, suspended, or withdrawn as a result of changes in, or unavailability of such information or based on other circumstances. Insurer financial strength ratings do not refer to an organizations ability to meet nonpolicy (i.e. debt) obligations. Assignment of ratings to debt issued by insurers or to debt issues that are fully or partially supported by insurance policies, contracts, or guarantees is a separate process from the determination of insurer financial strength ratings, and follows procedures consistent with issue credit rating definitions and practices. Insurer financial strength ratings are not a recommendation to purchase or discontinue any policy or contract issued by an insurer or to buy, hold, or sell any security issued by an insurer. A rating is not a guaranty of an insurers financial strength or security. An insurer rated AAA has extremely strong financial security characteristics. AAA is the highest insurer financial strength rating assigned by S&P.
Fitch Insurer Financial Strength Ratings
The Fitch Insurer Financial Strength (IFS) Rating provides an assessment of the financial strength of an insurance organization. The IFS Rating is assigned to the insurance companys policyholder obligations, including assumed reinsurance obligations and contract holder obligations, such as guaranteed investment contracts. The IFS Rating reflects both the ability of the insurer to meet these obligations on a timely basis, and expected recoveries received by claimants in the event the insurer stops making payments or payments are interrupted, due to either the failure of the insurer or some form of regulatory intervention. In the context of the IFS Rating, the timeliness of payments is considered relative to both contract and/or policy terms but also recognizes the possibility of reasonable delays caused by circumstances common to the insurance industry, including claims reviews, fraud investigations and coverage disputes. The IFS Rating does not encompass policyholder obligations residing in separate accounts, unit-linked products or segregated funds, for which the policyholder bears investment or other risks. However, any guarantees provided to the policyholder with respect such obligations are included in the IFS Rating. Expected recoveries are based on Fitchs assessments of the sufficiency of an insurance companys assets to fund policyholder obligations, in a scenario in which payments have been ceased or interrupted. Accordingly, expected recoveries exclude the impact of recoveries obtained from any government sponsored guaranty or policyholder protection funds. Expected recoveries also exclude the impact of collateralizing or security, such as letters of credit or
trustees
assets, supporting select reinsurance obligations. IFS Ratings can be assigned to insurance and reinsurance companies in any insurance sector, including the life & annuity, non-life, property/casualty, health, mortgage, financial guaranty, residual value and title insurance sectors, as well as to managed care companies such as health maintenance organizations. The IFS Rating does not address the quality of an insurers claims handling services or the relative value of products sold. AAA IFS Rating is exceptional strong. AAA IFS Rating denotes the lowest exception of ceased or interrupted payments. They are assigned only in the case of exceptionally strong capacity to meet policyholder and contract obligations on a timely basis. This capacity is highly unlikely to be adversely affected by foreseeable events.
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APPENDIX F
Eaton Vance Funds
Proxy Voting Policy and Procedures
I. Overview
The Boards of Trustees (the “ Board ” ) of the Eaton Vance Funds have determined that it is in the interests of the Funds ’ shareholders to adopt these written proxy voting policy and procedures (the “ Policy ” ). For purposes of this Policy:
·
“ Fund ” means each registered investment company sponsored by the Eaton Vance organization; and
·
“ Adviser ” means the adviser or sub-adviser responsible for the day-to-day management of all or a portion of the Fund ’ s assets.
II. Delegation of Proxy Voting Responsibilities
The Board hereby delegates to the Adviser responsibility for voting the Funds proxies as described in this Policy. In this connection, the Adviser is required to provide the Board with a copy of its proxy voting policies and procedures (Adviser Procedures) and all Fund proxies will be voted in accordance with the Adviser Procedures, provided that in the event a material conflict of interest arises with respect to a proxy to be voted for the Fund (as described in Section IV below) the Adviser shall follow the process for voting such proxy as described in Section IV below.
The Adviser is required to report any material change to the Adviser Procedures to the Board in the manner set forth in Section V below. In addition, the Board will review the Adviser Procedures annually.
III. Delegation of Proxy Voting Disclosure Responsibilities
Pursuant to Rule 30b1-4 promulgated under the Investment Company Act of 1940, as amended (the “ 1940 Act ” ), the Fund is required to file Form N-PX no later than August 31st of each year. On Form N-PX, the Fund is required to disclose, among other things, information concerning proxies relating to the Funds portfolio investments, whether or not the Fund (or its Adviser) voted the proxies relating to securities held by the Fund and how it voted on the matter and whether it voted for or against management.
To facilitate the filing of Form N-PX for the Fund:
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The Adviser is required to record, compile and transmit in a timely manner all data required to be filed on Form N-PX for the Fund that it manages. Such data shall be transmitted to Eaton Vance Management, which acts as administrator to the Fund (the Administrator) or the third party service provider designated by the Administrator; and
·
the Administrator is required to file Form N-PX on behalf of the Fund with the Securities and Exchange Commission (Commission) as required by the 1940 Act. The Administrator may delegate the filing to a third party service party provided each such filing is reviewed and approved by the Administrator.
IV. Conflicts of Interest
The Board expects the Adviser, as a fiduciary to the Fund it manages, to put the interests of the Fund and its shareholders above those of the Adviser. When required to vote a proxy for the Fund, the Adviser may have material business relationships with the issuer soliciting the proxy that could give rise to a potential material conflict of interest for the Adviser. 1 In the event such a material conflict of interest arises , the Adviser, to the extent it is aware or reasonably should have been aware of the material conflict, will refrain from voting any proxies related to companies giving rise to such material conflict until it notifies and consults with the appropriate Board, or any committee, sub-committee or group of Independent Trustees identified by the Board (as long as such committee, sub-committee or group contains at least two or more Independent Trustees) (the Board Members), concerning the material conflict. 2 For ease of communicating with the Board Members, the Adviser is required to provide the foregoing notice to the Funds Chief Legal Officer who will then notify and facilitate a consultation with the Board Members.
Once the Board Members have been notified of the material conflict:
·
They shall convene a meeting to review and consider all relevant materials related to the proxies involved. This meeting shall be convened within 3 business days, provided that it an effort will be made to convene the meeting sooner if the proxy must be voted in less than 3 business days;
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In considering such proxies, the Adviser shall make available all materials requested by the Board Members and make reasonably available appropriate personnel to discuss the matter upon request.
·
The Board Members will then instruct the Adviser on the appropriate course of action with respect to the proxy at issue.
If the Board Members are unable to meet and the failure to vote a proxy would have a material adverse impact on the Fund(s) involved, the Adviser will have the right to vote such proxy, provided that it discloses the existence of the material conflict to the Chairman of the Board as soon as practicable and to the Board at its next meeting. Any determination regarding the voting of proxies of the Fund that is made by the Board Members shall be deemed to be a good faith determination regarding the voting of proxies by the full Board.
V. Reports and Review
The Administrator shall make copies of each Form N-PX filed on behalf of the Fund available for the Boards ’ review upon the Board ’ ’ request. The Administrator (with input from the Adviser for the Fund) shall also provide any reports reasonably requested by the Board regarding the proxy voting records of the Fund.
The Adviser shall report any material changes to the Adviser Procedures to the Board as soon as practicable and the Boards will review the Adviser Procedures annually.
The Adviser also shall report any changes to the Adviser Procedures to the Fund Chief Legal Officer prior to implementing such changes in order to enable the Administrator to effectively coordinate the Funds disclosure relating to the Adviser Procedures.
To the extent requested by the Commission, the Policy and the Adviser Procedures shall be appended to the Funds statement of additional information included in its registration statement.
_____________________
1
An Adviser is expected to maintain a process for identifying a potential material conflict of interest. As an example only, such potential conflicts may arise when the issuer is a client of the Adviser and generates a significant among of fees to the Adviser or the issuer is a distributor of the Advisers products.
2
If a material conflict of interest exists with respect to a particular proxy and the proxy voting procedures of the relevant Adviser require that proxies are to be voted in accordance with the recommendation of a third party proxy voting vendor, the requirements of this Section IV shall only apply if the Adviser intends to vote such proxy in a manner inconsistent with such third party recommendation.
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APPENDIX G
EATON VANCE MANAGEMENT
BOSTON MANAGEMENT AND RESEARCH
PROXY VOTING POLICIES AND PROCEDURES
I. Introduction
Eaton Vance Management, Boston Management and Research and Eaton Vance Investment Counsel (each an Adviser and collectively the Advisers) have each adopted and implemented policies and procedures that each Adviser believes are reasonably designed to ensure that proxies are voted in the best interest of clients, in accordance with its fiduciary duties and Rule 206(4)-6 under the Investment Advisers Act of 1940, as amended. The Advisers authority to vote the proxies of their clients is established by their advisory contracts or similar documentation, such as the Eaton Vance Funds Proxy Voting Policy and Procedures. These proxy policies and procedures reflect the U.S. Securities and Exchange Commission (SEC) requirements governing advisers and the long-standing fiduciary standards and responsibilities for ERISA accounts set out in the Department of Labor Bulletin 94-2 C.F.R. 2509.94-2 (July 29, 1994).
II. Overview
Each Adviser manages its clients assets with the overriding goal of seeking to provide the greatest possible return to such clients consistent with governing laws and the investment policies of each client. In pursuing that goal, each Adviser seeks to exercise its clients rights as shareholders of voting securities to support sound corporate governance of the companies issuing those securities with the principle aim of maintaining or enhancing the companies economic value.
The exercise of shareholder rights is generally done by casting votes by proxy at shareholder meetings on matters submitted to shareholders for approval (for example, the election of directors or the approval of a companys stock option plans for directors, officers or employees). Each Adviser is adopting the formal written Guidelines described in detail below and will utilize such Guidelines in voting proxies on behalf of its clients. These Guidelines are designed to promote accountability of a companys management and board of directors to its shareholders and to align the interests of management with those of shareholders.
Each Adviser will vote any proxies received by a client for which it has sole investment discretion through a third-party proxy voting service (Agent) in accordance with customized policies, as approved by the Boards of Trustees of the Eaton Vance Funds and, with respect to proxies referred back to the Adviser by the Agent pursuant to the Guidelines, in a manner that is reasonably designed to eliminate any potential conflicts of interest, as described more fully below. The Agent is currently Institutional Shareholder Services Inc. Proxies will be voted in accordance with client-specific guidelines and an Eaton Vance Funds sub-advisers proxy voting policies and procedures, if applicable.
No set of guidelines can anticipate all situations that may arise. In special cases, the Proxy Administrator (the person specifically charged with the responsibility to oversee the Agent and coordinate the voting of proxies referred back to the Adviser by the Agent) may seek insight from the Proxy Group established by the Advisers. The Proxy Group will assist in the review of the Agents recommendation when a proxy voting issue is referred to the Proxy Group through the Proxy Administrator. The members of the Proxy Group, which may include employees of the Advisers affiliates, may change at the Advisers discretion.
III. Roles and Responsibilities
A. Proxy Administrator
The Proxy Administrator will assist in the coordination of the voting of each clients proxy in accordance with the Guidelines below and the Funds Proxy Voting Policy and Procedures. The Proxy Administrator is authorized to direct the Agent to vote a proxy in accordance with the Guidelines. Responsibilities assigned herein to the Proxy Administrator, or activities in support thereof, may be performed by such members of the Proxy Group or employees of the Advisers affiliates as are deemed appropriate by the Proxy Group.
B. Agent
An independent proxy voting service (the Agent), as approved by the Board of each Fund, shall be engaged to assist in the voting of proxies. The Agent is currently Institutional Shareholder Services Inc. The Agent is responsible for coordinating with the clients custodians and the Advisers to ensure that all proxy materials received by the custodians relating to the portfolio securities are processed in a timely fashion. The Agent is required to vote and/or refer all proxies in accordance with the Guidelines below. The Agent shall retain a record of all proxy votes handled by the Agent. Such record must reflect all of
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the information required to be disclosed in a Funds Form N-PX pursuant to Rule 30b1-4 under the Investment Company Act of 1940. In addition, the Agent is responsible for maintaining copies of all proxy statements received by issuers and to promptly provide such materials to an Adviser upon request.
Subject to the oversight of the Advisers, the Agent shall establish and maintain adequate internal controls and policies in connection with the provision of proxy voting services to the Advisers, including methods to reasonably ensure that its analysis and recommendations are not influenced by a conflict of interest, and shall disclose such controls and policies to the Advisers when and as provided for herein. Unless otherwise specified, references herein to recommendations of the Agent shall refer to those in which no conflict of interest has been identified.
C. Proxy Group
The Adviser shall establish a Proxy Group which shall assist in the review of the Agents recommendations when a proxy voting issue has been referred to the Proxy Administrator by the Agent. The members of the Proxy Group, which may include employees of the Advisers affiliates, may be amended from time to time at the Advisers discretion.
For each proposal referred to the Proxy Group, the Proxy Group will review the (i) Guidelines, (ii) recommendations of the Agent, and (iii) any other resources that any member of the Proxy Group deems appropriate to aid in a determination of the recommendation.
If the Proxy Group recommends a vote in accordance with the Guidelines, or the recommendation of the Agent, where applicable, it shall instruct the Proxy Administrator to so advise the Agent.
If the Proxy Group recommends a vote contrary to the Guidelines, or the recommendation of the Agent, where applicable, or if the proxy statement relates to a conflicted company of the Agent, as determined by the Advisers, it shall follow the procedures for such voting outlined below.
The Proxy Administrator shall use best efforts to convene the Proxy Group with respect to all matters requiring its consideration. In the event the Proxy Group cannot meet in a timely manner in connection with a voting deadline, the Proxy Administrator shall follow the procedures for such voting outlined below.
IV. Proxy Voting Guidelines (Guidelines)
A. General Policies
It shall generally be the policy of the Advisers to take no action on a proxy for which no client holds a position or otherwise maintains an economic interest in the relevant security at the time the vote is to be cast.
In all cases except those highlighted below, it shall generally be the policy of the Advisers to vote in accordance with the recommendation by the Agent, Institutional Shareholder Services Inc.
When a fund client participates in the lending of its securities and the securities are on loan at the record date, proxies related to such securities generally will not be forwarded to the relevant Adviser by the funds custodian and therefore will not be voted. In the event that the Adviser determines that the matters involved would have a material effect on the applicable funds investment in the loaned securities, the fund will exercise its best efforts to terminate the loan in time to be able to cast such vote or exercise such consent.
Interpretation and application of these Guidelines is not intended to supersede any law, regulation, binding agreement or other legal requirement to which an issuer may be or become subject. The Guidelines relate to the types of proposals that are most frequently presented in proxy statements to shareholders. Absent unusual circumstances, each Adviser will utilize these Guidelines when voting proxies on behalf of its clients. The Guidelines may be revised at any time, provided such revisions are reported to the Boards of Trustees of the Eaton Vance Funds.
B. Proposals Regarding Mergers and Corporate Restructurings
The Agent shall be directed to refer proxy proposals accompanied by its written analysis and voting recommendation to the Proxy Administrator for all proposals relating to Mergers and Corporate Restructurings.
C. Proposals Regarding Mutual Fund Proxies Disposition of Assets/Termination/Liquidation and Mergers
The Agent shall be directed to refer proxy proposals accompanied by its written analysis and voting recommendation to the Proxy Administrator for all proposals relating to the Disposition of Assets/Termination/Liquidation and Mergers contained in mutual fund proxies.
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D. Corporate Structure Matters/Anti-Takeover Defenses
As a general matter, the Advisers will normally vote against anti-takeover measures and other proposals designed to limit the ability of shareholders to act on possible transactions (except in the case of closed-end management investment companies).
E. Social and Environmental Issues
The Advisers generally support management on social and environmental proposals.
F. Voting Procedures
Upon receipt of a referral from the Agent or upon advice from an Eaton Vance investment professional, the Proxy Administrator may solicit additional research from the Agent, as well as from any other source or service.
1
WITHIN-GUIDELINES VOTES: Votes in Accordance with the Guidelines and/or, where applicable, Agent Recommendation
In the event the Proxy Administrator recommends a vote within Guidelines and/or, where applicable, in accordance with the Agents recommendation, the Proxy Administrator will instruct the Agent to vote in this manner.
2
NON-VOTES: Votes in Which No Action is Taken
The Proxy Administrator may recommend that a client refrain from voting under the following circumstances: (i) if the economic effect on shareholders interests or the value of the portfolio holding is indeterminable or insignificant, e.g., proxies in connection with securities no longer held in the portfolio of a client or proxies being considered on behalf of a client that is no longer in existence; or (ii) if the cost of voting a proxy outweighs the benefits, e.g., certain international proxies, particularly in cases in which share blocking practices may impose trading restrictions on the relevant portfolio security. In such instances, the Proxy Administrator may instruct the Agent not to vote such proxy.
Reasonable efforts shall be made to secure and vote all other proxies for the clients, but, particularly in markets in which shareholders rights are limited, Non-Votes may also occur in connection with a clients related inability to timely access ballots or other proxy information in connection with its portfolio securities.
Non-Votes may also result in certain cases in which the Agents recommendation has been deemed to be conflicted, as provided for herein.
3
OUT-OF-GUIDELINES VOTES: Votes Contrary to Guidelines, or Agent Recommendation, where applicable, Where No Recommendation is Provided by Agent, or Where Agents Recommendation is Conflicted
If the Proxy Administrator recommends that a client vote contrary to the Guidelines, or the recommendation of the Agent, where applicable, if the Agent has made no recommendation on a matter requiring case-by-case consideration and the Guidelines are silent, or the Agents recommendation on a matter requiring case-by-case consideration is deemed to be conflicted, the Proxy Administrator will forward the Agents analysis and recommendation and any research obtained from the Agent or any other source to the Proxy Group. The Proxy Group may consult with the Agent as it deems necessary. The Proxy Administrator will instruct the Agent to vote the proxy as recommended by the Proxy Group. The Adviser will provide a report to the Boards of Trustees of the Eaton Vance Funds reflecting any votes cast contrary to the Guidelines or Agent Recommendation, as applicable, and shall do so no less than annually.
The Proxy Administrator will maintain a record of all proxy questions that have been referred by the Agent, all applicable recommendations, analysis and research received and any resolution of the matter.
V. Recordkeeping
The Advisers will maintain records relating to the proxies they vote on behalf of their clients in accordance with Section 204-2 of the Investment Advisers Act of 1940, as amended. Those records will include:
·
A copy of the Advisers proxy voting policies and procedures;
·
Proxy statements received regarding client securities. Such proxy statements received from issuers are either in the SECs EDGAR database or are kept by the Agent and are available upon request;
·
A record of each vote cast;
·
A copy of any document created by the Advisers that was material to making a decision on how to vote a proxy for a client or that memorializes the basis for such a decision; and
Eaton Vance High Yield Municipal Income Fund
97
SAI dated June 1, 2013
·
Each written client request for proxy voting records and the Advisers written response to any client request (whether written or oral) for such records.
All records described above will be maintained in an easily accessible place for five years and will be maintained in the offices of the Advisers or their Agent for two years after they are created.
VI. Assessment of Agent and Identification and Resolution of Conflicts with Clients
A. Assessment of Agent
The Advisers shall establish that the Agent (i) is independent from the Advisers, (ii) has resources that indicate it can competently provide analysis of proxy issues, and (iii) can make recommendations in an impartial manner and in the best interests of the clients and, where applicable, their beneficial owners. The Advisers shall utilize, and the Agent shall comply with, such methods for establishing the foregoing as the Advisers may deem reasonably appropriate and shall do so not less than annually as well as prior to engaging the services of any new proxy voting service. The Agent shall also notify the Advisers in writing within fifteen (15) calendar days of any material change to information previously provided to an Adviser in connection with establishing the Agents independence, competence or impartiality.
B. Conflicts of Interest
As fiduciaries to their clients, each Adviser puts the interests of its clients ahead of its own. In order to ensure that relevant personnel of the Advisers are able to identify potential material conflicts of interest, each Adviser will take the following steps:
·
Quarterly, the Eaton Vance Legal and Compliance Department will seek information from the department heads of each department of the Advisers and of Eaton Vance Distributors, Inc. (EVD) (an affiliate of the Advisers and principal underwriter of certain Eaton Vance Funds). Each department head will be asked to provide a list of significant clients or prospective clients of the Advisers or EVD.
·
A representative of the Legal and Compliance Department will compile a list of the companies identified (the Conflicted Companies) and provide that list to the Proxy Administrator.
·
The Proxy Administrator will compare the list of Conflicted Companies with the names of companies for which he or she has been referred a proxy statement (the Proxy Companies). If a Conflicted Company is also a Proxy Company, the Proxy Administrator will report that fact to the Proxy Group.
·
If the Proxy Administrator expects to instruct the Agent to vote the proxy of the Conflicted Company strictly according to the Guidelines contained in these Proxy Voting Policies and Procedures (the Policies) or the recommendation of the Agent, as applicable, he or she will (i) inform the Proxy Group of that fact, (ii) instruct the Agent to vote the proxies and (iii) record the existence of the material conflict and the resolution of the matter.
·
If the Proxy Administrator intends to instruct the Agent to vote in a manner inconsistent with the Guidelines contained herein or the recommendation of the Agent, as applicable, the Proxy Group, in consultation with Eaton Vance senior management, will then determine if a material conflict of interest exists between the relevant Adviser and its clients. If the Proxy Group, in consultation with Eaton Vance senior management, determines that a material conflict exists, prior to instructing the Agent to vote any proxies relating to these Conflicted Companies the Adviser will seek instruction on how the proxy should be voted from:
·
The client, in the case of an individual or corporate client;
·
In the case of a Fund, its board of directors, any committee or sub-committee or group of Independent Trustees (as long as such committee, sub-committee or group contains at least two or more Independent Trustees); or
·
The adviser, in situations where the Adviser acts as a sub-adviser to such adviser.
The Adviser will provide all reasonable assistance to each party to enable such party to make an informed decision.
If the client, Fund board or adviser, as the case may be, fails to instruct the Adviser on how to vote the proxy, the Adviser will generally instruct the Agent, through the Proxy Administrator, to abstain from voting in order to avoid the appearance of impropriety. If however, the failure of the Adviser to vote its clients proxies would have a material adverse economic impact on the Advisers clients securities holdings in the Conflicted Company, the Adviser may instruct the Agent, through the Proxy Administrator, to vote such proxies in order to protect its clients interests. In either case, the Proxy Administrator will record the existence of the material conflict and the resolution of the matter.
Eaton Vance High Yield Municipal Income Fund
98
SAI dated June 1, 2013
The Advisers shall also identify and address conflicts that may arise from time to time concerning the Agent. Upon the Advisers request, which shall be not less than annually, and within fifteen (15) calendar days of any material change to such information previously provided to an Adviser, the Agent shall provide the Advisers with such information as the Advisers deem reasonable and appropriate for use in determining material relationships of the Agent that may pose a conflict of interest with respect to the Agents proxy analysis or recommendations. Such information shall include, but is not limited to, a monthly report from the Agent detailing the Agents Corporate Securities Division clients and related revenue data. The Advisers shall review such information on a monthly basis. The Proxy Administrator shall instruct the Agent to refer any proxies for which a material conflict of the Agent is deemed to be present to the Proxy Administrator. Any such proxy referred by the Agent shall be referred to the Proxy Group for consideration accompanied by the Agents written analysis and voting recommendation. The Proxy Administrator will instruct the Agent to vote the proxy as recommended by the Proxy Group.
Eaton Vance High Yield Municipal Income Fund
99
SAI dated June 1, 2013
STATEMENT OF
ADDITIONAL INFORMATION
June 1,
2013
Eaton Vance Tax-Advantaged Bond Strategies Short Term Fund
Class A Shares - EABSX
Class C Shares - ECBSX
Class I Shares - EIBSX
Eaton Vance Tax-Advantaged Bond Strategies Intermediate Term Fund
Class A Shares - EITAX
Class C Shares - EITCX
Class I Shares - ETIIX
Eaton Vance Tax-Advantaged Bond Strategies Long Term Fund
Class A Shares - EALTX
Class C Shares - ECLTX
Class I Shares - EILTX
Two International Place
Boston, Massachusetts 02110
1-800-262-1122
This Statement of Additional Information (SAI) provides general information about the Funds. The Funds are diversified, open-end management investment companies. Each Fund is a series of Eaton Vance Municipals Trust II
.
Capitalized terms used in this SAI and not otherwise defined have the meanings given to them in the Prospectus.
This SAI contains additional information about:
|
Page |
|
|
Page |
Strategies and Risks |
2 |
|
Sales Charges |
20 |
Investment Restrictions |
5 |
|
Performance |
22 |
Management and Organization |
6 |
|
Taxes |
23 |
Investment Advisory and Administrative Services |
14 |
|
Portfolio Securities Transactions |
31 |
Other Service Providers |
17 |
|
Financial Statements |
33 |
Calculation of Net Asset Value |
18 |
|
Additional Information About Investment Strategies |
33 |
Purchasing and Redeeming Shares |
19 |
|
|
|
|
|
|
|
|
Appendix A: Class A Fees, Performance and Ownership |
63 |
|
Appendix D: Ratings |
70 |
Appendix B: Class C Fees, Performance and Ownership |
66 |
|
Appendix E: Eaton Vance Funds Proxy Voting Policy and Procedures |
79 |
Appendix C: Class I Performance and Ownership |
68 |
|
Appendix F: Adviser Proxy Voting Policies and Procedures |
81 |
Although each Fund offers only its shares of beneficial interest, it is possible that a Fund (or Class) might become liable for a misstatement or omission in this SAI regarding another Fund (or Class) because the Funds use this combined SAI.
This SAI is NOT a prospectus and is authorized for distribution to prospective investors only if preceded or accompanied by the Fund Prospectus dated June 1,
2013
, as supplemented from time to time, which is incorporated herein by reference. This SAI should be read in conjunction with the Prospectus, which may be obtained by calling 1-800-262-1122.
©
2013
Eaton Vance Management
Definitions
The following terms that may be used in this SAI have the meaning set forth below:
1940 Act means the Investment Company Act of 1940, as amended;
1933 Act means the Securities Act of 1933, as amended;
Board means Board of Trustees or Board of Directors, as applicable;
CEA means Commodity Exchange Act;
CFTC means the Commodities Futures Trading Commission;
Code means the Internal Revenue Code of 1986, as amended;
Eaton Vance family of funds means all registered investment companies advised, administered and/or distributed by Eaton Vance or its affiliates;
Eaton Vance funds means the mutual funds sponsored by the Eaton Vance organization;
Exchange means the New York Stock Exchange;
FINRA means the Financial Industry Regulatory Authority;
Fund means the Fund or Funds listed on the cover of this SAI unless stated otherwise;
investment adviser means the investment adviser identified in the prospectus and, with respect to the implementation of the Funds investment strategies (including as described under Taxes) and portfolio securities transactions, any sub-adviser identified in the prospectus;
IRS means the Internal Revenue Service;
Portfolio means a registered investment company (other than the Fund) sponsored by the Eaton Vance organization in which one or more Funds and other investors may invest substantially all or any portion of their assets;
Subsidiary means a wholly-owned subsidiary of the Fund or the Portfolio as described in the prospectus, if applicable;
SEC means the U.S. Securities and Exchange Commission; and
Trust means Eaton Vance Municipals Trust II, of which the Fund is a series.
STRATEGIES AND RISKS
The Fund prospectus identifies the types of investments in which the Fund will principally invest in seeking its investment objective(s) and the principal risks associated therewith. The categories checked in the table below are all of the investments the Fund is permitted to make, including its principal investments and the investment practices the Fund (either directly or through one or more Portfolios as may be described in the prospectus) is permitted to engage in. To the extent that an investment type or practice listed below is not identified in the Fund prospectus as a principal investment, the Fund generally expects to invest less than 5% of its total assets in such investment type. If a particular investment type that is checked and listed below but not referred to in the prospectus becomes a more significant part of the Funds strategy, the prospectus may be amended to disclose that investment
.
If applicable,
“
Fund
”
as used herein and under
“
Additional Information About Investment Strategies
”
refers to each Fund listed in the table below. Information about the various investment types and practices and the associated risks checked below is included in alphabetical order in this SAI under Additional Information about Investment Strategies.
Eaton Vance Tax-Advantaged Bond Strategies Funds
2
SAI dated June 1, 2013
Investment Type |
Permitted for or Relevant to the
|
Asset-Backed Securities (ABS) |
|
Auction Rate Securities |
√ |
Build America Bonds |
√ |
Call and Put Features on Obligations |
√ |
Cash Equivalents |
√ |
Collateralized Mortgage Obligations ( “ CMOs ” ) |
|
Commercial Mortgage-Backed Securities ( “ CMBS ” ) |
|
Commodity-Related Investments |
|
Common Stocks |
|
Convertible Securities |
|
Credit Linked Securities |
√ |
Derivative Instruments and Related Risks |
√ |
Direct Investments |
|
Emerging Market Investments |
|
Equity Investments |
|
Equity Linked Securities |
|
Exchange-Traded Funds ( “ ETFs ” ) |
|
Exchange-Traded Notes ( “ ETNs ” ) |
|
Fixed-Income Securities |
√ |
Foreign Currency Transactions |
|
Foreign Investments |
|
Forward Foreign Currency Exchange Contracts |
|
Forward Rate Agreements |
√ |
Futures Contracts |
√ |
High Yield Securities |
√ |
Hybrid Instruments |
|
Illiquid Securities |
√ |
Indexed Securities |
√ |
Inflation-Indexed (or Inflation-Linked) Bonds |
√ |
Junior Loans |
|
Liquidity or Protective Put Agreements |
√ |
Loans |
|
Master Limited Partnerships ( “ MLPs ” ) |
|
Eaton Vance Tax-Advantaged Bond Strategies Funds
3
SAI dated June 1, 2013
Investment Type |
Permitted for or Relevant to the
|
Mortgage-Backed Securities ( “ MBS ” ) |
|
Mortgage Dollar Rolls |
|
Municipal Lease Obligations ( “ MLOs ” ) |
√ |
Municipal Obligations |
√ |
Option Contracts |
√ |
Pooled Investment Vehicles |
√ |
Preferred Securities |
|
Real Estate Investment Trusts ( “ REITs ” ) |
|
Repurchase Agreements |
√ |
Residual Interest Bonds |
√ |
Reverse Repurchase Agreements |
√ |
Royalty Bonds |
|
Securities with Equity and Debt Characteristics |
|
Senior Loans |
|
Short Sales |
√ |
Stripped Mortgage-Backed Securities ( “ SMBS ” ) |
|
Structured Notes |
|
Swap Agreements |
√ |
Swaptions |
|
Trust Certificates |
|
U.S. Government Securities |
√ |
Unlisted Securities |
|
Variable Rate Obligations |
√ |
Warrants |
|
When-Issued Securities, Delayed Delivery and Forward Commitments |
√ |
Zero Coupon Bonds |
√ |
Other Disclosures Regarding Investment Practices |
Permitted for or Relevant to the
|
Asset Coverage |
√ |
Average Effective Maturity |
√ |
Borrowing for Investment Purposes |
|
Borrowing for Temporary Purposes |
√ |
Eaton Vance Tax-Advantaged Bond Strategies Funds
4
SAI dated June 1, 2013
Other Disclosures Regarding Investment Practices |
Permitted for or Relevant to the
|
Diversified Status |
√ |
Dividend Capture Trading |
|
Duration |
√ |
Events Regarding FNMA and FHLMC |
√ |
Fund Investing in a Portfolio |
|
Investments in the Subsidiary |
|
Loan Facility |
|
Option Strategy |
|
Participation in the ReFlow Liquidity Program |
√ |
Portfolio Turnover |
√ |
Securities Lending |
√ |
Short-Term Trading |
√ |
Significant Exposure to Global Natural Resources Companies |
|
Significant Exposure to Health Sciences Companies |
|
Significant Exposure to Smaller Companies |
|
Significant Exposure to Utility and Financial Service Companies |
|
Tax-Managed Investing |
|
As stated in the Prospectus, the Fund has policies relating to the investment of securities in certain credit rating categories. The Fund may retain an obligation whose rating drops after its acquisition, including below investment grade obligations, if such retention is considered desirable by the investment adviser; provided, however, that holdings of obligations rated A will be no more than 30% of net assets. In the event the rating of an obligation held by the Fund is downgraded, causing the Fund to exceed the foregoing limitations, the investment adviser will (in an orderly fashion and within a reasonable period of time) dispose of such obligations as it deems necessary in order to comply with the Funds credit quality limitations.
INVESTMENT RESTRICTIONS
The following investment restrictions of each Fund are designated as fundamental policies and as such cannot be changed without the approval of the holders of a majority of a Funds outstanding voting securities, which as used in this SAI means the lesser of: (a) 67% of the shares of a Fund present or represented by proxy at a meeting if the holders of more than 50% of the outstanding shares are present or represented at the meeting; or (b) more than 50% of the outstanding shares of a Fund. Accordingly, each Fund may not:
(1)
Borrow money or issue senior securities except as permitted by the 1940 Act;
(2)
Purchase securities on margin (but the Fund may obtain such short-term credits as may be necessary for the clearance of purchases and sales of securities). The deposit or payment by the Fund of initial or maintenance margin in connection with futures contracts or related options transactions is not considered the purchase of a security on margin;
(3)
Underwrite or participate in the marketing of securities of others, except insofar as it may technically be deemed to be an underwriter in selling a portfolio security under circumstances which may require the registration of the same under the 1933 Act;
(4)
Purchase or sell real estate (including limited partnership interests in real estate but excluding readily marketable interests in real estate investment trusts or readily marketable securities of companies which invest or deal in real estate or securities which are secured by real estate);
Eaton Vance Tax-Advantaged Bond Strategies Funds
5
SAI dated June 1, 2013
(5)
Make loans to any person except by (a) the acquisition of debt instruments and making portfolio investments, (b) entering into repurchase agreements and (c) lending portfolio securities.
For Short Term Fund only:
(6)
Purchase or sell physical commodities or contracts for the purchase or sale of physical commodities.
In addition, Intermediate Term Fund and Long Term Fund have adopted the following fundamental policy: The Funds may purchase and sell commodities and commodities contracts of all types and kinds (including without limitation futures contracts, options on futures contracts and other commodities-related investments) to the extent permitted by law.
The Funds borrowing policy is consistent with Section 18(f) of the 1940 Act, which states that it shall be unlawful for any registered open-end company to issue any class of senior security or to sell any senior security of which it is the issuer, except that any such registered company shall be permitted to borrow from any bank; provided, that immediately after any such borrowing there is an asset coverage of at least 300% for all borrowings of such registered company; and provided further, that in the event that such asset coverage shall at any time fall below 300% such registered company shall, within three days thereafter (not including Sundays and holidays) or such longer period as the SEC may prescribe by rules and regulations, reduce the amount of its borrowings to an extent that the asset coverage of such borrowings shall be at least 300%.
Notwithstanding its investment policies and restrictions, each Fund may, in compliance with the requirements of the 1940 Act, invest : (i) all of its investable assets in an open-end management investment company with substantially the same investment objective(s), policies and restrictions as the Fund; or (ii) in more than one open-end management investment company sponsored by Eaton Vance or its affiliates, provided any such company has investment objective(s), policies and restrictions that are consistent with those of the Fund.
In addition, to the extent a registered open-end investment company acquires securities of a portfolio in reliance on Section 12(d)(1)(G) under the 1940 Act, such portfolio shall not acquire any securities of a registered open-end investment company in reliance on Section 12(d)(1)(G) under the 1940 Act.
The following nonfundamental investment policies have been adopted by each Fund. A nonfundamental investment policy may be changed by the
Board
with respect to a Fund without approval by the Funds shareholders. Each Fund will not:
·
make short sales of securities or maintain a short position, unless at all times when a short position is open (i) it owns an equal amount of such securities or securities convertible into or exchangeable, without payment of any further consideration, for securities of the same issue as, and equal in amount to, the securities sold short or (ii) it holds in a segregated account cash or other liquid securities (to the extent required under the 1940 Act) in an amount equal to the current market value of the securities sold short, and unless not more than 25% of its net assets (taken at current value) is held as collateral for such sales at any one time; or
·
invest more than 15% of net assets in investments which are not readily marketable, including restricted securities and repurchase agreements maturing in more than seven days. Restricted securities for the purposes of this limitation do not include securities eligible for resale pursuant to Rule 144A under the 1933 Act and commercial paper issued pursuant to Section 4(2) of said Act that the
members of the
Board
, or
their
delegate, determines to be liquid. Any such determination by a delegate will be made pursuant to procedures adopted by the Board. When investing in Rule 144A securities, the level of portfolio illiquidity may be increased to the extent that eligible buyers become uninterested in purchasing such securities.
Each Fund will not invest 25% or more of its total assets in any one industry. For purposes of the foregoing policy, securities of the U.S. Government, its agencies, or instrumentalities are not considered to represent industries. Municipal obligations backed by the credit of a governmental entity are also not considered to represent industries. However, municipal obligations backed only by the assets and revenues of non-governmental users may for this purpose be deemed to be issued by such non-governmental users. The foregoing 25% limitation would apply to these issuers.
For purposes of a Funds investment restrictions and diversification status, the determination of the issuer of any obligation will be made by the Funds investment adviser on the basis of the characteristics of the obligation and other relevant factors, the most significant of which is the source of funds committed to meeting interest and principal payments of such obligations.
Whenever an investment policy or investment restriction set forth in the Prospectus or this SAI states a maximum percentage of assets that may be invested in any security or other asset, or describes a policy regarding quality standards, such percentage limitation or standard shall be determined immediately after and as a result of the acquisition by a Fund of such security or asset.
Eaton Vance Tax-Advantaged Bond Strategies Funds
6
SAI dated June 1, 2013
Accordingly , unless otherwise noted , any later increase or decrease resulting from a change in values, assets or other circumstances or any subsequent rating change made by a rating service (or as determined by the investment adviser if the security is not rated by a rating agency), will not compel a Fund to dispose of such security or other asset. However, a Fund must always be in compliance with the borrowing policy and limitation on investing in illiquid securities set forth above. If a sale of securities is required to comply with the 15% limit on illiquid securities, such sales will be made in an orderly manner with consideration of the best interests of shareholders.
MANAGEMENT AND ORGANIZATION
Fund Management.
The Trustees of the Trust are responsible for the overall management and supervision of the affairs of the Trust. The
Board members
and officers of the Trust are listed below. Except as indicated, each individual has held the office shown or other offices in the same company for the last five years.
Board members
and officers of the Trust hold indefinite terms of office. The noninterested Trustees consist of those Trustees who are not interested persons of the Trust, as that term is defined under the 1940 Act. The business address of each
Board member
and officer is Two International Place, Boston, Massachusetts 02110. As used in this SAI, BMR refers to Boston Management and Research, EVC refers to Eaton Vance Corp., EV refers to Eaton Vance, Inc.,
Eaton Vance refers to Eaton Vance Management and
EVD refers to Eaton Vance Distributors, Inc.
(see Principal Underwriter under Other Service Providers). EVC and EV are the corporate parent and trustee, respectively, of Eaton Vance and BMR. Each officer affiliated with Eaton Vance may hold a position with other Eaton Vance affiliates that is comparable to his or her position with Eaton Vance listed below.
Name and Year of Birth |
|
Trust
|
|
Term of Office and
|
|
Principal Occupation(s) During Past Five Years
|
|
Number of Portfolios
|
|
Other Directorships Held
|
Interested Trustee |
|
|
|
|
|
|
|
|
|
|
THOMAS E. FAUST JR.
|
|
Trustee |
|
Since 2007 |
|
Chairman, Chief Executive Officer and President of EVC, Director and President of EV, Chief Executive Officer and President of Eaton Vance and BMR, and Director of EVD. Trustee and/or officer of 184 registered investment companies. Mr. Faust is an interested person because of his positions with BMR, Eaton Vance, EVC, EVD and EV, which are affiliates of the Trust. |
|
184 |
|
Director of EVC and Hexavest Inc. |
Noninterested Trustees |
|
|
|
|
|
|
|
|
|
|
SCOTT E. ESTON
|
|
Trustee |
|
Since 2011 |
|
Private investor. Formerly held various positions at Grantham, Mayo, Van Otterloo and Co., L.L.C. (investment management firm) (1997-2009), including Chief Operating Officer (2002-2009), Chief Financial Officer (1997-2009) and Chairman of the Executive Committee (2002-2008); President and Principal Executive Officer, GMO Trust (open-end registered investment company) (2006-2009). Former Partner, Coopers and Lybrand L.L.P. (now PricewaterhouseCoopers) (public accounting firm) (1987-1997). |
|
184 |
|
None |
Eaton Vance Tax-Advantaged Bond Strategies Funds
7
SAI dated June 1, 2013
Name and Year of Birth |
|
Trust
|
|
Term of Office and
|
|
Principal Occupation(s) During Past Five Years
|
|
Number of Portfolios
|
|
Other Directorships Held
|
BENJAMIN C. ESTY
|
|
Trustee |
|
Since 2005 |
|
Roy and Elizabeth Simmons Professor of Business Administration and Finance Unit Head, Harvard University Graduate School of Business Administration. |
|
184 |
|
None |
ALLEN R. FREEDMAN
|
|
Trustee |
|
Since 2007 |
|
Private Investor. Former Chairman (2002-2004) and a Director (1983-2004) of Systems & Computer Technology Corp. (provider of software to higher education). Formerly, a Director of Loring Ward International (fund distributor) (2005-2007). Former Chairman and a Director of Indus International, Inc. (provider of enterprise management software to the power generating industry) (2005-2007). Former Chief Executive Officer of Assurant, Inc. (insurance provider) (1979-2000). |
|
184 |
|
Director of Stonemor Partners L.P. (owner and operator of cemeteries). Formerly, Director of Assurant, Inc. (insurance provider) (1979-2011). |
WILLIAM H. PARK
|
|
Trustee |
|
Since 2003 |
|
Consultant and private investor. Formerly, Chief Financial Officer, Aveon Group, L.P. (investment management firm) (2010-2011). Formerly, Vice Chairman, Commercial Industrial Finance Corp. (specialty finance company) (2006-2010). Formerly, President and Chief Executive Officer, Prizm Capital Management, LLC (investment management firm) (2002-2005). Formerly, Executive Vice President and Chief Financial Officer, United Asset Management Corporation (investment management firm) (1982-2001). Formerly, Senior Manager, Price Waterhouse (now PricewaterhouseCoopers) (an independent registered public accounting firm) (1972-1981). |
|
184 |
|
None |
RONALD A. PEARLMAN
|
|
Trustee |
|
Since 2003 |
|
Professor of Law, Georgetown University Law Center. Formerly, Deputy Assistant Secretary (Tax Policy) and Assistant Secretary (Tax Policy), U.S. Department of the Treasury (1983-1985). Formerly, Chief of Staff, Joint Committee on Taxation, U.S. Congress (1988-1990). |
|
184 |
|
None |
Eaton Vance Tax-Advantaged Bond Strategies Funds
8
SAI dated June 1, 2013
Name and Year of Birth |
|
Trust
|
|
Term of Office and
|
|
Principal Occupation(s) During Past Five Years
|
|
Number of Portfolios
|
|
Other Directorships Held
|
HELEN FRAME PETERS
|
|
Trustee |
|
Since 2008 |
|
Professor of Finance, Carroll School of Management, Boston College. Formerly, Dean, Carroll School of Management, Boston College (2000-2002). Formerly, Chief Investment Officer, Fixed Income, Scudder Kemper Investments (investment management firm) (1998-1999). Formerly, Chief Investment Officer, Equity and Fixed Income, Colonial Management Associates (investment management firm) (1991-1998). |
|
184 |
|
Formerly, Director of BJs Wholesale Club, Inc. (wholesale club retailer) (2004-2011). Formerly, Trustee of SPDR Index Shares Funds and SPDR Series Trust (exchange traded funds) (2000-2009). Formerly, Director of Federal Home Loan Bank of Boston (a bank for banks) (2007-2009). |
LYNN A. STOUT
|
|
Trustee |
|
Since 1998 |
|
Distinguished Professor of Corporate and Business Law, Jack G. Clarke Business Law Institute, Cornell University Law School. Formerly, the Paul Hastings Professor of Corporate and Securities Law (2006-2012) and Professor of Law (2001-2006), University of California at Los Angeles School of Law. |
|
184 |
|
None |
HARRIETT TEE TAGGART
|
|
Trustee |
|
Since 2011 |
|
Managing Director, Taggart Associates (a professional practice firm). Formerly, Partner and Senior Vice President, Wellington Management Company, LLP (investment management firm) (1983-2006). |
|
184 |
|
Director of Albemarle Corporation (chemicals manufacturer) (since 2007) and The Hanover Group (specialty property and casualty insurance company) (since 2009). Formerly, Director of Lubrizol Corporation (specialty chemicals) (2007-2011). |
RALPH F. VERNI
|
|
Chairman of the Board and Trustee |
|
Chairman of the Board since 2007 and Trustee since 2005 |
|
Consultant and private investor. Formerly, Chief Investment Officer (1982-1992), Chief Financial Officer (1988-1990) and Director (1982-1992), New England Life. Formerly, Chairperson, New England Mutual Funds (1982-1992). Formerly, President and Chief Executive Officer, State Street Management & Research (1992-2000). Formerly, Chairperson, State Street Research Mutual Funds (1992-2000). Formerly, Director, W.P. Carey, LLC (1998-2004) and First Pioneer Farm Credit Corp. (2002-2006). |
|
184 |
|
None |
(1)
Includes both master and feeder funds in a master-feeder structure.
(2)
During their respective tenures, the Trustees (except for Mr. Eston and Ms. Taggart) also served as
Board members
of one or more of the following
funds (which operated in the years noted): Eaton Vance Credit Opportunities Fund (launched in 2005 and terminated in 2010); Eaton Vance Insured Florida Plus Municipal Bond Fund (launched in 2002 and terminated in 2009); and Eaton Vance National Municipal Income Trust (launched in 1998 and terminated in 2009).
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Principal Officers who are not Trustees |
||||||
Name and Year of Birth |
|
Trust Position(s) |
|
Term of Office and
|
|
Principal Occupation(s) During Past Five Years |
CYNTHIA J. CLEMSON
|
|
President |
|
Since 2005 |
|
Vice President of Eaton Vance and BMR. Officer of 22 registered investment companies managed by Eaton Vance or BMR. |
PAYSON F. SWAFFIELD
|
|
Vice President |
|
Since 2011 |
|
Vice President and Chief Income Investment Officer of Eaton Vance and BMR. Officer of 133 registered investment companies managed by Eaton Vance or BMR. |
MAUREEN A. GEMMA
|
|
Vice President, Secretary and Chief Legal Officer |
|
Vice President since 2011, Secretary since 2007 and Chief Legal Officer since 2008 |
|
Vice President of Eaton Vance and BMR. Officer of 184 registered investment companies managed by Eaton Vance or BMR. |
JAMES F. KIRCHNER
|
|
Treasurer |
|
Since 2013* |
|
Vice President of Eaton Vance and BMR. Officer of 184 registered investment companies managed by Eaton Vance or BMR. |
PAUL M. ONEIL
|
|
Chief Compliance Officer |
|
Since 2004 |
|
Vice President of Eaton Vance and BMR. Officer of 184 registered investment companies managed by Eaton Vance or BMR. |
*
Prior to 2013, Mr. Kirchner served as Assistant Treasurer of the Trust and each Portfolio, if applicable, since 2007.
The Board
has general oversight responsibility with respect to the business and affairs of the Trust and each Fund. The Board has engaged an investment adviser and (if applicable) a sub-adviser (collectively the adviser) to manage each Fund and an administrator to administer each Fund and is responsible for overseeing such adviser and administrator and other service providers to the Trust and the Fund. The Board is currently composed of ten Trustees, including nine Trustees who are not interested persons of a Fund, as that term is defined in the 1940 Act (each a noninterested Trustee). In addition to eight regularly scheduled meetings per year, the Board holds special meetings or informal conference calls to discuss specific matters that may require action prior to the next regular meeting. As discussed below, the Board has established five committees to assist the Board in performing its oversight responsibilities.
The Board has appointed a noninterested Trustee to serve in the role of Chairman. The Chairmans primary role is to participate in the preparation of the agenda for meetings of the Board and the identification of information to be presented to the Board with respect to matters to be acted upon by the Board. The Chairman also presides at all meetings of the Board and acts as a liaison with service providers, officers, attorneys, and other
Board members
generally between meetings. The Chairman may perform such other functions as may be requested by the Board from time to time. Except for any duties specified herein or pursuant to the Trusts Declaration of Trust or By-laws, the designation of Chairman does not impose on such noninterested Trustee any duties, obligations or liability that is greater than the duties, obligations or liability imposed on such person as a member of the Board, generally.
Each Fund and the Trust are subject to a number of risks, including, among others, investment, compliance, operational, and valuation risks. Risk oversight is part of the Boards general oversight of each Fund and the Trust and is addressed as part of various activities of the Board
and its Committees. As part of its oversight of each Fund and Trust, the Board directly, or through a Committee, relies on and reviews reports from, among others, Fund management, the adviser, the administrator, the principal underwriter, the Chief Compliance Officer (the CCO), and other Fund service providers responsible for day-to-day oversight of Fund investments, operations and compliance to assist the Board in identifying and understanding the nature and extent of risks and determining whether, and to what extent, such risks can be mitigated. The Board also interacts with the CCO and with senior personnel of the adviser, administrator, principal underwriter and other Fund service providers and provides input on risk management issues during meetings of the Board and its Committees. Each of the adviser, administrator, principal underwriter and the other Fund service providers has its own, independent interest and responsibilities in risk management, and its policies and methods for carrying out risk management functions will depend, in part, on its individual priorities, resources and controls. It is not possible to identify all of the risks that may affect a Fund or to develop processes and controls to eliminate or mitigate their occurrence or effects. Moreover, it is necessary to bear certain risks (such as investment-related risks) to achieve each Funds goals.
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The Board, with the assistance of management and with input from the Board's various committees, reviews investment policies and risks in connection with its review of Fund performance. The Board has appointed a Fund Chief Compliance Officer who oversees the implementation and testing of the Fund compliance program and reports to the Board regarding compliance matters for the Funds and their principal service providers. In addition, as part of the Boards periodic review of the advisory, subadvisory (if applicable), distribution and other service provider agreements, the Board may consider risk management aspects of their operations and the functions for which they are responsible. With respect to valuation, the Board approves and periodically reviews valuation policies and procedures applicable to valuing each Funds shares. The administrator, the investment adviser and the sub-adviser (if applicable) are responsible for the implementation and day-to-day administration of these valuation policies and procedures and provides reports periodically to the Board regarding these and related matters. In addition, the Board or the Audit Committee of the Board receives reports periodically from the independent public accounting firm for the Funds regarding tests performed by such firm on the valuation of all securities, as well as with respect to other risks associated with mutual funds. Reports received from service providers, legal counsel and the independent public accounting firm assist the Board in performing its oversight function.
The Trusts Declaration of Trust does not set forth any specific qualifications to serve as a Trustee. The Charter of the Governance Committee also does not set forth any specific qualifications, but does set forth certain factors that the Committee may take into account in considering noninterested Trustee candidates. In general, no one factor is decisive in the selection of an individual to join the Board. Among the factors the Board considers when concluding that an individual should serve on the Board are the following: (i) knowledge in matters relating to the mutual fund industry; (ii) experience as a director or senior officer of public companies; (iii) educational background; (iv) reputation for high ethical standards and professional integrity; (v) specific financial, technical or other expertise, and the extent to which such expertise would complement the Board
members
existing mix of skills, core competencies and qualifications; (vi) perceived ability to contribute to the ongoing functions of the Board
, including the ability and commitment to attend meetings regularly and work collaboratively with other members of the Board
; (vii) the ability to qualify as a noninterested Trustee for purposes of the 1940 Act and any other actual or potential conflicts of interest involving the individual and the Fund; and (viii) such other factors as the Board determines to be relevant in light of the existing composition of the Board
.
Among the attributes or skills common to all
Board members
are their ability to review critically, evaluate, question and discuss information provided to them, to interact effectively with the other
members of the Board
, management, sub-advisers, other service providers, counsel and independent registered public accounting firms, and to exercise effective and independent business judgment in the performance of their duties as
members of the Board.
Each
Board members
ability to perform his or her duties effectively has been attained through the
Board members
business, consulting, public service and/or academic positions and through experience from service as a
member
of the Boards of
the Eaton Vance
family
of funds
(Eaton Vance Fund Boards)
(and/or in other capacities, including for any predecessor funds), public companies, or non-profit entities or other organizations as set forth below. Each
Board members
ability to perform his or her duties effectively also has been enhanced by his or her educational background, professional training, and/or other life experiences.
In respect of each current
member of the Board
, the individuals substantial professional accomplishments and experience, including in fields related to the operations of
registered investment companies
, were a significant factor in the determination that the individual should serve as a
member of the Board.
The following is a summary of each
Board members
particular professional experience and additional considerations that contributed to the Boards conclusion that he or she should serve as a
member of the Board
:
Scott E. Eston.
Mr. Eston has served as a
member of
the Eaton Vance
Fund Boards
since 2011. He currently serves on the investment and advisory board of the BAC Seed Fund, a real estate investment firm
.
From 1997 through 2009, Mr. Eston served in several capacities at Grantham, Mayo, Van Otterloo and Co. (GMO), including as Chairman of the Executive Committee and Chief Operating and Chief Financial Officer, and also as the President and Principal Executive officer of GMO Trust, an affiliated open-end registered investment company. From 1978 through 1997, Mr. Eston was employed at Coopers & Lybrand L.L.P. (now PricewaterhouseCoopers) (since 1987 as a Partner).
Benjamin C. Esty.
Mr. Esty has served as a
member of
the Eaton Vance
Fund Boards
since 2005 and is the Chairperson of the Portfolio Management Committee. He is the Roy and Elizabeth Simmons Professor of Business Administration and Finance Unit Head at the Harvard University Graduate School of Business Administration.
Thomas E. Faust Jr.
Mr. Faust has served as a
member of
the Eaton Vance
Fund Boards
since 2007. He is currently Chairman, Chief Executive Officer and President of EVC, Director and President of EV, Chief Executive Officer and President of Eaton Vance and BMR, and Director of EVD. Mr.
Faust has served as a Director of Hexavest Inc. since 2012. Mr.
Faust
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11
SAI dated June 1, 2013
previously served as an equity analyst, portfolio manager, Director of Equity Research and Management and Chief Investment Officer of Eaton Vance (1985-2007). He holds B.S. degrees in Mechanical Engineering and Economics from the Massachusetts Institute of Technology and an MBA from Harvard Business School. Mr. Faust has been a Chartered Financial Analyst since 1988.
Allen R. Freedman.
Mr. Freedman has served as a
member of
the Eaton Vance
Fund Boards
since 2007
and is the Chairperson of the Governance Committee
. Mr. Freedman also serves as a Director of Stonemor Partners L.P. where he also serves as the Chair of the Audit Committee and a member of the Trust and Compliance Committee. Mr. Freedman was previously a Director of Assurant, Inc. from 1979-2011, a Director of Systems & Computer Technology Corp. from 1983-2004 and Chairman from 2002-2004, a Director of Loring Ward International from 2005-2007 and Chairman and a Director of Indus International, Inc. from 2005-2007. Mr. Freedman was formerly the Chairman and Chief Executive Officer of Fortis, Inc. (predecessor to Assurant, Inc.), a specialty insurance company
from which he retired in 2000. Mr. Freedman also served as a Director of the Fortis Mutual Funds and First Fortis Life Insurance Company.
Mr. Freedman is a founding director of the Association of Audit Committee Members, Inc.
William H. Park.
Mr. Park has served as a
member of
the Eaton Vance
Fund Boards
since 2003 and is the Chairperson of the Audit Committee. Mr. Park was formerly the Chief Financial Officer of Aveon Group, L.P. from 2010-2011. Mr. Park also served as Vice Chairman of Commercial Industrial Finance Corp. from 2006-2010, as President and Chief Executive Officer of Prizm Capital Management, LLC from 2002-2005, as Executive Vice President and Chief Financial Officer of United Asset Management Corporation from 1982-2001 and as Senior Manager of Price Waterhouse (now PricewaterhouseCoopers) from 1972-1981.
Ronald A. Pearlman.
Mr. Pearlman has served as a
member of
the Eaton Vance
Fund Boards
since 2003 and is the Chairperson of the Compliance Reports and Regulatory Matters Committee. He is a Professor of Law at Georgetown University Law Center. Previously, Mr. Pearlman was Deputy Assistant Secretary (Tax Policy) and Assistant Secretary (Tax Policy), U.S. Department of the Treasury from 1983-1985 and served as Chief of Staff, Joint Committee on Taxation, U.S. Congress from 1988-1990. Mr. Pearlman was engaged in the private practice of law from 1969-2000, with the exception of the periods of government service. He represented large domestic and multinational businesses in connection with the tax aspects of complex transactions and high net worth individuals in connection with tax and business planning.
Helen Frame Peters.
Ms. Peters has served as a
member of
the Eaton Vance
Fund Boards
since 2008. She is currently a Professor of Finance at Carroll School of Management, Boston College and was formerly Dean of Carroll School of Management from 2000-2002. Ms. Peters was previously a Director of BJs Wholesale Club, Inc. from 2004-2011. In addition, Ms. Peters was the Chief Investment Officer, Fixed Income at Scudder Kemper Investments from 1998-1999 and Chief Investment Officer, Equity and Fixed Income at Colonial Management Associates from 1991-1998. Ms. Peters also served as a Trustee of SPDR Index Shares Funds and SPDR Series Trust from 2000-2009 and as a Director of the Federal Home Loan Bank of Boston from 2007-2009.
Lynn A. Stout.
Ms. Stout has served as a
member of
the Eaton Vance
Fund Boards
since 1998
. She has been a Distinguished Professor of Corporate and Business Law at the Cornell University Law School since 2012. Previously, Ms. Stout was the Paul Hastings Professor of Corporate and Securities Law from 2006-2012 and Professor of Law from 2001-2006 at the University of California at Los Angeles School of Law.
Harriett Tee Taggart.
Ms. Taggart has served as a
member of
the Eaton Vance
Fund Boards
since 2011. She currently manages a professional practice, Taggart Associates. Since 2007, Ms. Taggart has been a Director of
Albemarle
Corporation, a specialty chemical company where she
serves as
a member
of the Audit Committee and member of the Nomination and Governance Committee. Since 2009 she has served as a Director of the Hanover Insurance Group, Inc. where she also serves as member of the Audit Committee. Ms. Taggart is also a trustee or member of several major non-profit boards, advisory committees and endowment investment companies. From 1983 through 2006, Ms. Taggart served in several capacities at Wellington Management Company, LLP, an investment management firm, including as a Partner, Senior Vice President and chemical industry sector portfolio manager. Ms. Taggart also served as a Director of the Lubrizol Corporation, a specialty chemicals manufacturer from 2007-2011.
Ralph F. Verni.
Mr. Verni has served as a
member of
the Eaton Vance
Fund Boards
since 2005 and is the Independent Chairperson of the Board and the Chairperson of the Contract Review Committee. Mr. Verni was formerly the Chief Investment Officer (from 1982-1992), Chief Financial Officer (from 1988-1990) and Director (from 1982-1992) of New England Life. Mr. Verni was also the Chairperson of the New England Mutual Funds from 1982-1992; President and Chief Executive Officer of State Street Management & Research from 1992-2000; Chairperson of the State Street Research Mutual Funds from 1992-
Eaton Vance Tax-Advantaged Bond Strategies Funds
12
SAI dated June 1, 2013
2000; Director of W.P. Carey, LLC from 1998-2004; and Director of First Pioneer Farm Credit Corp. from 2002-2006. Mr. Verni has been a Chartered Financial Analyst since 1977.
The Board of
the Trust
has
several standing Committees, including the Governance Committee, the Audit Committee, the Portfolio Management Committee, the Compliance Reports and Regulatory Matters Committee and the Contract Review Committee. Each of the Committees are comprised of only noninterested Trustees.
Messrs. Freedman
(Chair),
Eston, Esty,
Park, Pearlman and Verni
, and Mmes. Peters, Stout and Taggart
are members of the Governance Committee. The purpose of the Governance Committee is to consider, evaluate and make recommendations to the Board
with respect to the structure, membership and operation of the Board
and the Committees thereof, including the nomination and selection of noninterested Trustees and a Chairperson of the Board
and the compensation of such persons. During the fiscal year ended January 31,
2013
, the Governance Committee convened
five
times.
The Governance Committee will, when a vacancy exists or is anticipated, consider any nominee for noninterested Trustee recommended by a shareholder if such recommendation is submitted in writing to the Governance Committee, contains sufficient background information concerning the candidate, including evidence the candidate is willing to serve as a noninterested Trustee if selected for the position, and is received in a sufficiently timely manner.
Messrs. Park (Chair), Eston
, Pearlman
and Verni, and
Ms
. Peters
are members of the Audit Committee. The Board
has designated Mr. Park, a noninterested Trustee, as audit committee financial expert. The Audit Committees purposes are to (i) oversee each Funds accounting and financial reporting processes, its internal control over financial reporting, and, as appropriate, the internal control over financial reporting of certain service providers; (ii) oversee or, as appropriate, assist Board oversight of the quality and integrity of each Funds financial statements and the independent audit thereof; (iii) oversee, or, as appropriate, assist Board oversight of, each Funds compliance with legal and regulatory requirements that relate to each Funds accounting and financial reporting, internal control over financial reporting and independent audits; (iv) approve prior to appointment the engagement and, when appropriate, replacement of the independent registered public accounting firm, and, if applicable, nominate the independent registered public accounting firm to be proposed for shareholder ratification in any proxy statement of a Fund; (v) evaluate the qualifications, independence and performance of the independent registered public accounting firm and the audit partner in charge of leading the audit; and (vi) prepare, as necessary, audit committee reports consistent with the requirements of applicable SEC and stock exchange rules for inclusion in the proxy statement of a Fund. During the fiscal year ended January 31,
2013
, the Audit Committee convened
twenty-one
times.
Messrs. Verni (Chair), Esty, Freedman
and
Park
, and Mmes. Peters
, Stout
and Taggart are currently members of the Contract Review Committee. The purposes of the Contract Review Committee are to consider, evaluate and make recommendations to the Board
concerning the following matters: (i) contractual arrangements with each service provider to the Funds, including advisory, sub-advisory, transfer agency, custodial and fund accounting, distribution services and administrative services; (ii) any and all other matters in which any service provider (including Eaton Vance or any affiliated entity thereof) has an actual or potential conflict of interest with the interests of the Funds or investors therein; and (iii) any other matter appropriate for review by the noninterested Trustees, unless the matter is within the responsibilities of the other Committees of the Board
. During the fiscal year ended January 31,
2013
, the Contract Review Committee convened
ten
times.
Messrs. Esty (Chair) and Freedman, and Mmes. Peters and Taggart are currently members of the Portfolio Management Committee. The purposes of the Portfolio Management Committee are to: (i) assist the Board
in its oversight of the portfolio management process employed by the Funds and their investment adviser and sub-adviser(s), if applicable, relative to the Funds stated objective(s), strategies and restrictions; (ii) assist the Board
in its oversight of the trading policies and procedures and risk management techniques applicable to the Funds; and (iii) assist the Board
in its monitoring of the performance results of all funds and portfolios, giving special attention to the performance of certain funds and portfolios that it or the Board
identifies from time to time. During the fiscal year ended January 31,
2013
, the Portfolio Management Committee convened
nine
times.
Messrs. Pearlman (Chair) and Eston, and Ms. Stout are currently members of the Compliance Reports and Regulatory Matters Committee. The purposes of the Compliance Reports and Regulatory Matters Committee are to: (i) assist the Board
in its oversight role with respect to compliance issues and certain other regulatory matters affecting the Funds; (ii) serve as a liaison between the Board
and the Funds CCO; and (iii) serve as a qualified legal compliance committee within the rules promulgated by the SEC. During the fiscal year ended January 31,
2013
, the Compliance Reports and Regulatory Matters Committee convened
fifteen
times.
Eaton Vance Tax-Advantaged Bond Strategies Funds
13
SAI dated June 1, 2013
Share Ownership.
The following table shows the dollar range of equity securities beneficially owned by each Trustee in each Fund and in
the
Eaton Vance
family of
funds overseen by the Trustee as of December 31,
2012
.
(1)
Interested Trustee.
(2)
Noninterested
Trustee
.
(3)
Includes shares which may be deemed to be beneficially owned through the Trustee Deferred Compensation Plan.
As of December 31,
2012
, no noninterested Trustee or any of their immediate family members owned beneficially or of record any class of securities of EVC, EVD or any person controlling, controlled by or under common control with EVC or EVD.
During the calendar years ended December 31,
2011
and December 31,
2012
, no noninterested Trustee (or their immediate family members) had:
(1)
Any direct or indirect interest in Eaton Vance, EVC, EVD or any person controlling, controlled by or under common control with EVC or EVD;
(2)
Any direct or indirect material interest in any transaction or series of similar transactions with (i) the Trust or any Fund; (ii) another fund managed by EVC, distributed by EVD or a person controlling, controlled by or under common control with EVC or EVD; (iii) EVC or EVD; (iv) a person controlling, controlled by or under common control with EVC or EVD; or (v) an officer of any of the above; or
(3)
Any direct or indirect relationship with (i) the Trust or any Fund; (ii) another fund managed by EVC, distributed by EVD or a person controlling, controlled by or under common control with EVC or EVD; (iii) EVC or EVD; (iv) a person controlling, controlled by or under common control with EVC or EVD; or (v) an officer of any of the above.
During the calendar years ended December 31,
2011
and December 31,
2012
, no officer of EVC, EVD or any person controlling, controlled by or under common control with EVC or EVD served on the Board of Directors of a company where a noninterested Trustee of the Trust or any of their immediate family members served as an officer.
Noninterested Trustees may elect to defer receipt of all or a percentage of their annual fees in accordance with the terms of a Trustees Deferred Compensation Plan (the
Deferred Compensation
Plan). Under the
Deferred Compensation
Plan, an eligible
Board member
may elect to have his or her deferred fees invested in the shares of one or more funds in the Eaton Vance family of funds, and the amount paid to the
Board members
under the
Deferred Compensation
Plan will be determined based upon the performance of such investments. Deferral of
Board members
fees in accordance with the
Deferred Compensation
Plan will have a negligible effect on the assets, liabilities, and net income of a participating fund or portfolio, and do not require that a participating
Board member
be retained. There is no retirement plan for
Board members
.
The fees and expenses of the Trustees of the Trust are paid by the Funds (and other series of the Trust). (A
Board member
who is a member of the Eaton Vance organization receives no compensation from the Trust.) During the fiscal year ended January 31,
2013
, the Trustees of the Trust earned the following compensation in their capacities as
Board members
from
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14
SAI dated June 1, 2013
the Trust. For the year ended December 31,
2012
, the
Board members
earned the following compensation in their capacities as
members
of the
Eaton Vance Fund
Boards
(1)
:
(1)
As of June 1,
2013
, the Eaton Vance fund complex consists of
184
registered investment companies or series thereof.
(2)
The Trust consisted of 4 funds as of January 31,
2013.
(3)
Includes $228,679 of deferred compensation.
(4)
Includes $45,000 of deferred compensation.
(5)
Includes $171,250 of deferred compensation.
Organization. Each Fund is a series of the Trust, which was organized under Massachusetts law on October 25, 1993 and is operated as an open-end management investment company. The Trust may issue an unlimited number of shares of beneficial interest (no par value per share) in one or more series (such as a Fund). The Trustees of the Trust have divided the shares of each Fund into multiple classes. Each class represents an interest in a Fund, but is subject to different expenses, rights and privileges. The Trustees have the authority under the Declaration of Trust to create additional classes of shares with differing rights and privileges. When issued and outstanding, shares are fully paid and nonassessable by the Trust. Shareholders are entitled to one vote for each full share held. Fractional shares may be voted proportionately. Shares of a Fund will be voted together except that only shareholders of a particular class may vote on matters affecting only that class. Shares have no preemptive or conversion rights and are freely transferable. In the event of the liquidation of a Fund, shareholders of each class are entitled to share pro rata in the net assets attributable to that class available for distribution to shareholders.
As permitted by Massachusetts law, there will normally be no meetings of shareholders for the purpose of electing Trustees unless and until such time as less than a majority of the Trustees of the Trust holding office have been elected by shareholders. In such an event the Trustees then in office will call a shareholders meeting for the election of Trustees. Except for the foregoing circumstances and unless removed by action of the shareholders in accordance with the Trusts By-laws, the Trustees shall continue to hold office and may appoint successor Trustees. The Trusts By-laws provide that no person shall serve as a Trustee if shareholders holding two-thirds of the outstanding shares have removed him or her from that office either by a written declaration filed with the Trusts custodian or by votes cast at a meeting called for that purpose. The By-laws further provide that under certain circumstances the shareholders may call a meeting to remove a Trustee and that the Trust is required to provide assistance in communication with shareholders about such a meeting.
The Trusts Declaration of Trust may be amended by the Trustees when authorized by vote of a majority of the outstanding voting securities of the Trust, the financial interests of which are affected by the amendment. The Trustees may also amend the Declaration of Trust without the vote or consent of shareholders to change the name of the Trust or any series or to make such other changes (such as reclassifying series or classes of shares or restructuring the Trust) as do not have a materially adverse effect on the financial interests of shareholders or if they deem it necessary to conform it to applicable federal or state laws or regulations. The Trusts By-laws provide that the Trust will indemnify its Trustees and officers against liabilities and expenses incurred in connection with any litigation or proceeding in which they may be involved because of their offices with the Trust. However, no indemnification will be provided to any Trustee or officer for any liability to the Trust or shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office.
The Trust or any series or class thereof may be terminated by: (1) the affirmative vote of the holders of not less than two-thirds of the shares outstanding and entitled to vote at any meeting of shareholders of the Trust or the appropriate series or class thereof, or by an instrument or instruments in writing without a meeting, consented to by the holders of two-thirds of the shares of the Trust or a series or class thereof, provided, however, that, if such termination is recommended by the Trustees, the vote of a majority of the outstanding voting securities of the Trust or a series or class thereof entitled to vote thereon shall be sufficient authorization; or (2) by the approval of a majority of the Trustees then in office, to be followed by a written notice to shareholders.
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SAI dated June 1, 2013
Under Massachusetts law, if certain conditions prevail, shareholders of a Massachusetts business trust (such as the Trust) could be deemed to have personal liability for the obligations of the Trust. Numerous investment companies registered under the 1940 Act have been formed as Massachusetts business trusts, and management is not aware of an instance where such liability has been imposed. The Trusts Declaration of Trust contains an express disclaimer of liability on the part of Fund shareholders and the Trusts By-laws provide that the Trust shall assume the defense on behalf of any Fund shareholders. The Declaration of Trust also contains provisions limiting the liability of a series or class to that series or class. Moreover, the Trusts By-laws also provide for indemnification out of Fund property of any shareholder held personally liable solely by reason of being or having been a shareholder for all loss or expense arising from such liability. The assets of each Fund are readily marketable and will ordinarily substantially exceed its liabilities. In light of the nature of each Funds business and the nature of its assets, management believes that the possibility of the Funds liability exceeding its assets, and therefore the shareholders risk of personal liability, is remote.
Proxy Voting Policy.
The Board
adopted a proxy voting policy and procedures (the Fund Policy), pursuant to which the
Board has
delegated proxy voting responsibility to the investment adviser and adopted the proxy voting policies and procedures of the investment adviser (the
Adviser
Policies). An independent proxy voting service has been retained to assist in the voting of Fund proxies through the provision of vote analysis, implementation and recordkeeping and disclosure services. The
members of the Board
will review each Funds proxy voting records from time to time and will annually consider approving the
Adviser
Policies for the upcoming year. For a copy of the Fund Policy and Adviser Policies, see Appendix E and Appendix F, respectively. Pursuant to certain provisions of the 1940 Act and certain exemptive orders relating to funds investing in other funds, a Fund or Portfolio may be required or may elect to vote its interest in another fund in the same proportion as the holders of all other shares of that fund. Information on how each Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available (1) without charge, upon request, by calling 1-800-262-1122, and (2) on the SECs website at http://www.sec.gov.
INVESTMENT ADVISORY AND ADMINISTRATIVE SERVICES
Investment Advisory and Administrative Services. The investment adviser manages the investments and affairs of each Fund and provides related office facilities and personnel subject to the supervision of the Trusts Board of Trustees. The investment adviser furnishes investment research, advice and supervision, furnishes an investment program and determines what securities will be purchased, held or sold by each Fund and what portion, if any, of the Funds assets will be held uninvested. Each Investment Advisory and Administrative Agreement requires the investment adviser to pay the salaries and fees of all officers and Trustees of the Trust who are members of the investment adviser's organization and all personnel of the investment adviser performing services relating to research and investment activities.
For a description of the compensation that each Fund pays to Eaton Vance for investment advisory and administrative services, see the Prospectus. For the fiscal year ended January 31,
2013
the net assets of the Short Term Fund, Intermediate Term Fund and Long Term Fund were $
1,076,283,568, $426,462,625
and $
29,450,947
, respectively.
For the fiscal years ended January 31, 2013, 2012 and 2011, Short Term Fund advisory and administrative fees amounted to $5,824,586, $4,900,221 and $4,032,489, respectively.
For the fiscal years ended January 31, 2013,
2012 and 2011, Intermediate Term Fund advisory and administrative fees amounted to $
1,851,593, $
451,358 and $114,794, respectively.
Additionally, Eaton Vance has agreed to reimburse the Funds expense to the extent that total Fund Operating Expenses exceed 0.95% for Class A shares, 1.70% for Class C shares and 0.70% for Class I shares. This expense reimbursement will continue through May 31, 2014. Pursuant to this agreement, for the rascal years ended January 31, 2013, 2012 and 2011, respectively
, Eaton Vance was allocated
, $149,112,
$123,684 and $131,806, respectively, of the Intermediate Term Funds operating expenses.
For the fiscal years ended January 31, 2013, 2012 and 2011, Long Term Fund advisory and administrative fees amounted to $ 198,905, $ 54,783 and $11,775, respectively. Additionally, Eaton Vance has agreed to reimburse the Funds expense to the extent that total Fund Operating Expenses exceed 0.95% for Class A shares, 1.70% for Class C shares and 0.70% for Class I shares. This expense reimbursement will continue through May 31, 2014. Pursuant to this agreement, for the fiscal years ended January 31, 2013, 2012 and 2011, Eaton Vance was allocated $113,972, $112,158 and $140,979, respectively, of the Funds operating expenses.
Each Investment Advisory and Administrative Agreement with the investment adviser continues in effect from year to year so long as such continuance is approved at least annually (i) by the vote of a majority of the noninterested Trustees of the Trust cast in person at a meeting specifically called for the purpose of voting on such approval and (ii) by the Board of Trustees of the Trust or
Eaton Vance Tax-Advantaged Bond Strategies Funds
16
SAI dated June 1, 2013
by vote of a majority of the outstanding voting securities of the Fund. Each Agreement may be terminated at any time without penalty on sixty (60) days written notice by the Board
of either party, or by vote of the majority of the outstanding voting securities of the Fund, and each Agreement will terminate automatically in the event of its assignment. Each Agreement provides that the investment adviser may render services to others. Each Agreement also provides that the investment adviser shall not be liable for any loss incurred in connection with the performance of its duties, or action taken or omitted under the Agreement, in the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of its obligations and duties thereunder, or for any losses sustained in the acquisition, holding or disposition of any security or other investment.
Information About Eaton Vance.
Eaton Vance is a business trust organized under the laws of The Commonwealth of Massachusetts. EV serves as trustee of Eaton Vance. EV and Eaton Vance are wholly-owned subsidiaries of EVC, a Maryland corporation and publicly-held holding company. BMR is an indirect subsidiary of EVC. EVC through its subsidiaries and affiliates 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., Dorothy E. Puhy, Duncan W. Richardson, Winthrop H. Smith, Jr. and Richard A. Spillane, Jr. All shares of the outstanding Voting Common Stock of EVC are deposited in a Voting Trust, the Voting Trustees of which are Mr. Faust, Jeffrey P. Beale, Daniel C. Cataldo, Cynthia J. Clemson, Maureen A. Gemma, Laurie G. Hylton, Brian D. Langstraat, Michael R. Mach, Frederick S. Marius, David C. McCabe, Thomas M. Metzold, Scott H. Page, Mr. Richardson, Walter A. Row, III, Judith A. Saryan, David M. Stein, Payson F. Swaffield,
Michael W. Weilheimer and Matthew J. Witkos (all of whom are officers of Eaton Vance or its affiliates). The Voting Trustees have unrestricted voting rights for the election of Directors of EVC. All of the outstanding voting trust receipts issued under said Voting Trust are owned by certain of the officers of Eaton Vance who may also be officers, or officers and Directors of EVC and EV. As indicated under Management and Organization, all of the officers of the Trust (as well as Mr. Faust who is also a Trustee) hold positions in the Eaton Vance organization.
Code of Ethics. The investment adviser, principal underwriter, and each Fund have adopted Codes of Ethics governing personal securities transactions. Under the Codes, employees of the investment adviser and the principal underwriter may purchase and sell securities (including securities held or eligible for purchase by a Fund) subject to the provisions of the Codes and certain employees are also subject to pre-clearance, reporting requirements and other procedures.
Portfolio Managers. Each Fund is managed by a team led by James H. Evans. The portfolio managers (each referred to as a portfolio manager) of each Fund are listed below. Each portfolio manager manages other investment companies and/or investment accounts in addition to a Fund. The following table shows, as of the Funds most recent fiscal year end, the number of accounts each portfolio manager managed in each of the listed categories and the total assets (in millions of dollars) in the accounts managed within each category. The table also shows the number of accounts with respect to which the advisory fee is based on the performance of the account, if any, and the total assets (in millions of dollars) in those accounts.
|
Number of
|
Total Assets of
|
Number of Accounts
|
Total Assets of Accounts
|
Brian C. Barney |
|
|
|
|
Registered Investment Companies |
3 |
$ 1,531.6 |
0 |
$ 0 |
Other Pooled Investment Vehicles |
0 |
$ 0 |
0 |
$ 0 |
Other Accounts |
36 (1) |
$ 2,194.0 |
0 |
$ 0 |
Brian D. Clouser |
|
|
|
|
Registered Investment Companies |
1 |
$ 1,076.8 |
0 |
$ 0 |
Other Pooled Investment Vehicles |
0 |
$ 0 |
0 |
$ 0 |
Other Accounts |
47 (1) |
$ 1,247.3 |
0 |
$ 0 |
James H. Evans |
|
|
|
|
Registered Investment Companies |
4 |
$ 1,721.1 |
0 |
$ 0 |
Other Pooled Investment Vehicles |
0 |
$ 0 |
0 |
$ 0 |
Other Accounts |
81 (1) |
$ 9,380.3 |
0 |
$ 0 |
Eaton Vance Tax-Advantaged Bond Strategies Funds
17
SAI dated June 1, 2013
|
Number of
|
Total Assets of
|
Number of Accounts
|
Total Assets of Accounts
|
Christopher J. Harshman |
|
|
|
|
Registered Investment Companies |
2 |
$ 454.7 |
0 |
$ 0 |
Other Pooled Investment Vehicles |
0 |
$ 0 |
0 |
$ 0 |
Other Accounts |
18 (1) |
$ 1,583.6 |
0 |
$ 0 |
(1)
For “ Other Accounts ” that are part of a wrap account program, the number of accounts cited includes the number of sponsors for which the portfolio manager provides management services rather than the number of individual customer accounts within each wrap account program.
The following table shows the dollar range of shares of a Fund beneficially owned by its portfolio manager(s) as of the Funds most recent fiscal year ended January 31,
2013
and in the Eaton Vance family of funds as of December 31,
2012
.
Fund Name and
|
Dollar Range of Equity Securities
|
Aggregate Dollar Range of Equity
|
Short Term Fund |
|
|
Brian C. Barney |
None |
$100,001 - $500,000 |
Brian D. Clouser |
None |
$50,001 - $100,000 |
James H. Evans |
None |
$100,001 - $500,000 |
Intermediate Term Fund |
|
|
Brian C. Barney |
None |
$100,001 - $500,000 |
James H. Evans |
None |
$100,001 - $500,000 |
Christopher J. Harshman |
None |
$100,001 - $500,000 |
Long Term Fund |
|
|
Brian C. Barney |
None |
$100,001 - $500,000 |
James H. Evans |
None |
$100,001 - $500,000 |
Christopher J. Harshman |
None |
$100,001 - $500,000 |
It is possible that conflicts of interest may arise in connection with a portfolio managers management of a Funds investments on the one hand and the investments of other accounts for which the portfolio manager is responsible for on the other. For example, a portfolio manager may have conflicts of interest in allocating management time, resources and investment opportunities among the Fund and other accounts he advises. In addition, due to differences in the investment strategies or restrictions between a Fund and the other accounts, a portfolio manager may take action with respect to another account that differs from the action taken with respect to the Fund. In some cases, another account managed by a portfolio manager may compensate the investment adviser based on the performance of the securities held by that account. The existence of such a performance based fee may create additional conflicts of interest for the portfolio manager in the allocation of management time, resources and investment opportunities. Whenever conflicts of interest arise, the portfolio manager will endeavor to exercise his discretion in a manner that he believes is equitable to all interested persons. The investment adviser has adopted several policies and procedures designed to address these potential conflicts including a code of ethics and policies that govern the investment advisers trading practices, including, among other things the aggregation and allocation of trades among clients, brokerage allocation, cross trades and best execution.
Compensation Structure for Eaton Vance. Compensation of the investment advisers portfolio managers and other investment professionals has three primary components: (1) a base salary, (2) an annual cash bonus, and (3) annual stock-based compensation consisting of options to purchase shares of EVCs nonvoting common stock and restricted shares of EVCs nonvoting common stock. The investment advisers investment professionals also receive certain retirement, insurance and other benefits that are broadly available to the investment advisers employees. Compensation of the investment advisers investment professionals is reviewed primarily on an annual basis. Cash bonuses, stock-based compensation awards, and adjustments in base salary are typically paid or put into effect at or shortly after the October 31st fiscal year end of EVC.
Eaton Vance Tax-Advantaged Bond Strategies Funds
18
SAI dated June 1, 2013
Method to Determine Compensation. The investment adviser compensates its portfolio managers based primarily on the scale and complexity of their portfolio responsibilities and the total return performance of managed funds and accounts versus the benchmark(s) stated in the prospectus, as well as an appropriate peer group (as described below). In addition to rankings within peer groups of funds on the basis of absolute performance, consideration may also be given to relative risk-adjusted performance. Risk-adjusted performance measures include, but are not limited to, the Sharpe ratio. Performance is normally based on periods ending on the September 30th preceding fiscal year end. Fund performance is normally evaluated primarily versus peer groups of funds as determined by Lipper Inc. and/or Morningstar, Inc. When a funds peer group as determined by Lipper or Morningstar is deemed by the investment advisers management not to provide a fair comparison, performance may instead be evaluated primarily against a custom peer group or market index. In evaluating the performance of a fund and its manager, primary emphasis is normally placed on three-year performance, with secondary consideration of performance over longer and shorter periods. For funds that are tax-managed or otherwise have an objective of after-tax returns, performance is measured net of taxes. For other funds, performance is evaluated on a pre-tax basis. For funds with an investment objective other than total return (such as current income), consideration will also be given to the funds success in achieving its objective. For managers responsible for multiple funds and accounts, investment performance is evaluated on an aggregate basis, based on averages or weighted averages among managed funds and accounts. Funds and accounts that have performance-based advisory fees are not accorded disproportionate weightings in measuring aggregate portfolio manager performance.
The compensation of portfolio managers with other job responsibilities (such as heading an investment group or providing analytical support to other portfolios) will include consideration of the scope of such responsibilities and the managers performance in meeting them.
The investment adviser seeks to compensate portfolio managers commensurate with their responsibilities and performance, and competitive with other firms within the investment management industry. The investment adviser participates in investment-industry compensation surveys and utilizes survey data as a factor in determining salary, bonus and stock-based compensation levels for portfolio managers and other investment professionals. Salaries, bonuses and stock-based compensation are also influenced by the operating performance of the investment adviser and its parent company. The overall annual cash bonus pool is generally based on a substantially fixed percentage of pre-bonus adjusted operating income. While the salaries of the investment advisers portfolio managers are comparatively fixed, cash bonuses and stock-based compensation may fluctuate significantly from year to year, based on changes in manager performance and other factors as described herein. For a high performing portfolio manager, cash bonuses and stock-based compensation may represent a substantial portion of total compensation.
Commodity Futures Trading Commission Registration. Effective December 31, 2012, the CFTC adopted certain regulatory changes that subject registered investment companies and advisers to regulation by the CFTC if a fund invests more than a prescribed level of its assets in certain CFTC-regulated instruments (including futures, certain options and swaps agreements) or markets itself as providing investment exposure to such instruments. Each Fund has claimed an exclusion from the definition of the term commodity pool operator under the Commodity Exchange Act and is not subject to CFTC regulation. Because of its management of other strategies, Eaton Vance is registered with the CFTC as a commodity pool operator. Eaton Vance is also registered as a commodity trading advisor.
The SEC and CFTC have not yet adopted final rules harmonizing certain disclosure, reporting and recordkeeping requirements that will apply to funds designated as commodity pools. Therefore, additional information that may be required to be disclosed under these rules, additional regulatory requirements that may be imposed and additional expenses that may be incurred by the funds cannot currently be determined. The CFTC has neither reviewed nor approved each Funds investment strategies or this Statement of Additional Information.
Administrative Services. Eaton Vance also provides administrative services to each Fund. Under its Investment Advisory and Administrative Agreement, Eaton Vance has been engaged to administer each Funds affairs, subject to the supervision of the Trustees of the Trust, and shall furnish office space and all necessary office facilities, equipment and personnel for administering the affairs of each Fund.
Sub-Transfer Agency Services. Eaton Vance also serves as sub-transfer agent for each Fund. As sub-transfer agent, Eaton Vance performs the following services directly on behalf of a Fund: (1) provides call center services to financial intermediaries and shareholders; (2) answers written inquiries related to shareholder accounts (matters relating to portfolio management, distribution of shares and other management policy questions will be referred to a Fund); (3) furnishes an SAI to any shareholder who requests one in writing or by telephone from a Fund; and (4) processes transaction requests received via telephone. For the sub-transfer agency services it provides, Eaton Vance receives an aggregate annual fee equal to the lesser of $2.5 million or the actual expenses incurred by Eaton Vance in the performance of those services. This fee is paid to Eaton Vance by a Funds
Eaton Vance Tax-Advantaged Bond Strategies Funds
19
SAI dated June 1, 2013
transfer agent from fees it receives from the Eaton Vance funds. Each Fund pays a pro rata share of such fee. For the fiscal year ended January 31,
2013
, the transfer agent accrued for or paid the following to Eaton Vance for sub-transfer agency services performed on behalf of each Fund:
Short Term Fund |
Intermediate Term Fund |
Long Term Fund |
$ 6,968 |
$ 1,656 |
$ 418 |
Expenses. Each Fund is responsible for all expenses not expressly stated to be payable by another party (such as expenses required to be paid pursuant to an agreement with the investment adviser and administrator or the principal underwriter). In the case of expenses incurred by the Trust, each Fund is responsible for its pro rata share of those expenses. The only expenses of a Fund allocated to a particular class are those incurred under the Distribution Plan applicable to that class (if any) and certain other class-specific expenses.
OTHER SERVICE PROVIDERS
Principal Underwriter.
Eaton Vance Distributors, Inc. (EVD), Two International Place, Boston, MA 02110 is the principal underwriter of each Fund. The principal underwriter acts as principal in selling shares under a Distribution Agreement with the Trust. The expenses of printing copies of prospectuses used to offer shares and other selling literature and of advertising are borne by the principal underwriter. The fees and expenses of qualifying and registering and maintaining qualifications and registrations of a Fund and its shares under federal and state securities laws are borne by the Fund. The Distribution Agreement is renewable annually by the
members of the
Board
(including a majority of the noninterested Trustees who have no direct or indirect financial interest in the operation of the Distribution Agreement or any applicable Distribution Plan), may be terminated on sixty days notice either by such Trustees or by vote of a majority of the outstanding Fund shares or on six months notice by the principal underwriter and is automatically terminated upon assignment. The principal underwriter distributes shares on a best efforts basis under which it is required to take and pay for only such shares as may be sold. EVD is a direct, wholly-owned subsidiary of EVC. Mr. Faust is a Director of EVD.
Custodian. State Street Bank and Trust Company (State Street), 200 Clarendon Street, Boston, MA 02116, serves as custodian to each Fund. State Street has custody of all cash and securities of a Fund, maintains the general ledger of each Fund and computes the daily net asset value of shares of each Fund. In such capacity it attends to details in connection with the sale, exchange, substitution, transfer or other dealings with each Funds investments, receives and disburses all funds and performs various other ministerial duties upon receipt of proper instructions from the Trust. State Street provides services in connection with the preparation of shareholder reports and the electronic filing of such reports with the SEC. EVC and its affiliates and their officers and employees from time to time have transactions with various banks, including State Street. It is Eaton Vances opinion that the terms and conditions of such transactions were not and will not be influenced by existing or potential custodial or other relationships between each Fund and such banks.
Independent Registered Public Accounting Firm. Deloitte & Touche LLP, 200 Berkeley Street, Boston, MA 02116, is the independent registered public accounting firm of each Fund, providing audit and related services, assistance and consultation with respect to the preparation of filings with the SEC.
Transfer Agent. BNY Mellon Investment Servicing (US) Inc., P.O. Box 9653, Providence, RI 02940-9653, serves as transfer and dividend disbursing agent for each Fund.
CALCULATION OF NET ASSET VALUE
The net asset value of the Fund is determined by State Street (as agent and custodian) by subtracting the liabilities of the Fund from the value of its total assets. The Fund is closed for business and will not issue a net asset value on the following business holidays and any other business day that the
Exchange
is closed: New Years Day, Martin Luther King, Jr. Day, Presidents Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day.
The Board
has approved procedures pursuant to which investments are valued for purposes of determining the Funds net asset value. Listed below is a summary of the methods generally used to value investments (some or all of which may be held by the Fund) under the procedures.
·
Equity securities (including common stock, exchange traded funds, closed end funds, preferred equity securities, exchange traded notes and other instruments that trade on recognized stock exchanges) are valued at the last sale, official close or if there are no reported sales at the mean between the bid and asked price on the primary exchange on which they are traded.
Eaton Vance Tax-Advantaged Bond Strategies Funds
20
SAI dated June 1, 2013
·
Most debt obligations are valued on the basis of market valuations furnished by a pricing service or at the mean of the bid and asked prices provided by recognized broker/dealers of such securities. The pricing service may use a pricing matrix to determine valuation.
·
Short-term obligations and money market securities maturing in sixty days or less typically are valued at amortized cost which approximates value.
·
Foreign securities and currencies are valued in U.S. dollars based on foreign currency exchange quotations supplied by a pricing service.
·
Senior and Junior Loans are valued on the basis of prices furnished by a pricing service. The pricing service uses transactions and market quotations from brokers in determining values.
·
Most seasoned fixed-rate 30 year MBS are valued by Eaton Vance using a matrix pricing system, which takes into account bond prices, yield differentials, anticipated prepayments and interest rates provided by dealers.
·
Futures contracts are valued at the settlement or closing price on the primary exchange or board of trade on which they are traded.
·
Exchange-traded options are valued at the mean of the bid and asked prices. Over-the-counter options are valued based on quotations obtained from a pricing service or from a broker (typically the counterparty to the option).
·
Non-exchange traded derivatives (including swap agreements, forward contracts and equity participation notes) are generally valued on the basis of valuations provided by a pricing service or using quotes provided by a broker/dealer (typically the counterparty).
·
Precious metals are valued are valued at the New York Composite mean quotation.
·
Liabilities with a payment or maturity date of 364 days or less are stated at their principal value and longer dated liabilities generally will be carried at their fair value.
·
Valuations of foreign equity securities may be adjusted from prices in effect at the close of trading on foreign exchanges to more accurately reflect their fair value as of the close of regular trading on the Exchange. Such fair valuations may be based on information provided by a pricing service.
Investments which are unable to be valued in accordance with the foregoing methodologies are valued at fair value using methods determined in good faith by or at the direction of the
members of the Board.
Such methods may include consideration of relevant factors, including but not limited to (i) the type of security, the existence of any contractual restrictions on the securitys disposition, (ii) the price and extent of public trading in similar securities of the issuer or of comparable companies or entities, (iii) quotations or relevant information obtained from broker-dealers or other market participants, (iv) information obtained from the issuer, analysts, and/or the appropriate stock exchange (for exchange-traded securities), (v) an analysis of the companys or entitys financial condition, (vi) an evaluation of the forces that influence the issuer and the market(s) in which the security is purchased and sold
(vii) an analysis of the terms of any transaction involving the issuer of such securities; and (viii) any other factors deemed relevant by the investment adviser. The portfolio managers of one Eaton Vance fund that invests in Senior and Junior Loans may not possess the same information about a Senior or Junior Loan as the portfolio managers of another Eaton Vance fund. As such, at times the fair value of a Loan determined by certain Eaton Vance portfolio managers may vary from the fair value of the same Loan determined by other portfolio managers.
PURCHASING AND REDEEMING SHARES
Additional Information About Purchases. Fund shares are offered for sale only in states where they are registered. Fund shares are continuously offered through financial intermediaries which have entered into agreements with the principal underwriter. Shares of a Fund are sold at the offering price, which is the net asset value plus the initial sales charge, if any. The Fund receives the net asset value. The principal underwriter receives the sales charge, all or a portion of which may be reallowed to the financial intermediaries responsible for selling Fund shares. The sales charge table in the Prospectus is applicable to purchases of a Fund alone or in combination with purchases of certain other funds offered by the principal underwriter, made at a single time by (i) an individual, or an individual, his or her spouse and their children under the age of twenty-one, purchasing shares for his or their own account, and (ii) a trustee or other fiduciary purchasing shares for a single trust estate or a single fiduciary account. The table is also presently applicable to (1) purchases of Class A shares pursuant to a written Statement of Intention; or (2) purchases of Class A shares pursuant to the Right of Accumulation and declared as such at the time of purchase. See Sales Charges.
Eaton Vance Tax-Advantaged Bond Strategies Funds
21
SAI dated June 1, 2013
In connection with employee benefit or other continuous group purchase plans, a Fund may accept initial investments of less than the minimum investment amount on the part of an individual participant. In the event a shareholder who is a participant of such a plan terminates participation in the plan, his or her shares will be transferred to a regular individual account. However, such account will be subject to the right of redemption by a Fund as described below.
Class I Share Purchases
.
Class I shares are available for purchase by clients of financial intermediaries who (i) charge such clients an ongoing fee for advisory, investment, consulting or similar services, or (ii) have entered into an agreement with the principal underwriter to offer Class I shares through a no-load network or platform. Such clients may include individuals, corporations, endowments, foundations and qualified plans (including tax-deferred retirement plans and profit sharing plans). Class I shares also are offered to investment and institutional clients of Eaton Vance and its affiliates; certain persons affiliated with Eaton Vance and certain Fund service providers; current and retired
members
of Eaton Vance
Fund Boards
; employees of Eaton Vance and its affiliates and such persons spouses, parents, siblings and lineal descendants and their beneficial accounts.
Suspension of Sales. The Trust may, in its absolute discretion, suspend, discontinue or limit the offering of one or more of its classes of shares at any time. In determining whether any such action should be taken, the Trusts management intends to consider all relevant factors, including (without limitation) the size of a Fund or class, the investment climate and market conditions, the volume of sales and redemptions of shares. The Class A and Class C Distribution Plans may continue in effect and payments may be made under the Plans following any such suspension, discontinuance or limitation of the offering of shares; however, there is no contractual obligation to continue any Plan for any particular period of time. Suspension of the offering of shares would not, of course, affect a shareholders ability to redeem shares.
Additional Information About Redemptions. The right to redeem shares of a Fund can be suspended and the payment of the redemption price deferred when the Exchange is closed (other than for customary weekend and holiday closings), during periods when trading on the Exchange is restricted as determined by the SEC, or during any emergency as determined by the SEC which makes it impracticable for the Fund to dispose of its securities or value its assets, or during any other period permitted by order of the SEC for the protection of investors.
Due to the high cost of maintaining small accounts, the Trust reserves the right to redeem accounts with balances of less than $750. Prior to such a redemption, shareholders will be given 60 days written notice to make an additional purchase. However, no such redemption would be required by the Trust if the cause of the low account balance was a reduction in the net asset value of shares. No CDSC or redemption fees, if applicable, will be imposed with respect to such involuntary redemptions.
While normally payments will be made in cash for redeemed shares, the Trust, subject to compliance with applicable regulations, has reserved the right to pay the redemption price of shares of a Fund, either totally or partially, by a distribution in kind of readily marketable securities. The securities so distributed would be valued pursuant to the valuation procedures described in this SAI. If a shareholder received a distribution in kind, the shareholder could incur brokerage or other charges in converting the securities to cash.
Systematic Withdrawal Plan. The transfer agent will send to the shareholder regular monthly or quarterly payments of any permitted amount designated by the shareholder based upon the value of the shares held. The checks will be drawn from share redemptions and hence, may require the recognition of taxable gain or loss. Income dividends and capital gains distributions in connection with withdrawal plan accounts will be credited at net asset value as of the record date for each distribution. Continued withdrawals in excess of current income will eventually use up principal, particularly in a period of declining market prices. A shareholder may not have a withdrawal plan in effect at the same time he or she has authorized Bank Automated Investing or is otherwise making regular purchases of Fund shares. The shareholder, the transfer agent or the principal underwriter may terminate the withdrawal plan at any time without penalty.
Other Information. A Fund ’ s net asset value per share is normally rounded to two decimal places. In certain situations (such as a merger, share split or a purchase or sale of shares that represents a significant portion of a share class), the administrator may determine to extend the calculation of the net asset value per share to additional decimal places to ensure that neither the value of the Fund nor a shareholders shares is diluted materially as the result of a purchase or sale or other transaction.
Eaton Vance Tax-Advantaged Bond Strategies Funds
22
SAI dated June 1, 2013
SALES CHARGES
Dealer Commissions. The principal underwriter may, from time to time, at its own expense, provide additional incentives to financial intermediaries which employ registered representatives who sell Fund shares and/or shares of other funds distributed by the principal underwriter. In some instances, such additional incentives may be offered only to certain financial intermediaries whose representatives sell or are expected to sell significant amounts of shares. In addition, the principal underwriter may from time to time increase or decrease the sales commissions payable to financial intermediaries. The principal underwriter may allow, upon notice to all financial intermediaries with whom it has agreements, discounts up to the full sales charge during the periods specified in the notice. During periods when the discount includes the full sales charge, such financial intermediaries may be deemed to be underwriters as that term is defined in the 1933 Act.
Purchases at Net Asset Value.
Class A shares may be sold at net asset value to current and retired
members
of Eaton Vance
Fund Boards
; to clients (including custodial, agency, advisory and trust accounts) and current and retired officers and employees of Eaton Vance, its affiliates and other investment advisers and sub-advisers of Eaton Vance sponsored funds; and to such persons spouses, parents, siblings and lineal descendants and their beneficial accounts. Such shares may also be issued at net asset value (1) in connection with the merger (or similar transaction) of an investment company (or series or class thereof) or personal holding company with a Fund (or class thereof), (2) to investors making an investment as part of a fixed fee program whereby an entity unaffiliated with the investment adviser provides investment services, such as management, brokerage and custody, (3) to investment advisors, financial planners or other intermediaries who place trades for their own accounts or the accounts of their clients and who charge a management, consulting or similar ongoing fee for their services; clients of such investment advisors, financial planners or other intermediaries who place trades for their own accounts if the accounts are linked to the master account of such investment advisor, financial planner or other intermediary on the books and records of the broker or agent; financial intermediaries who have entered into an agreement with the principal underwriter to offer Class A shares on a no-load basis as described in the Prospectus
and to HSAs (Health Savings Accounts),
(4) to officers and employees of a Funds custodian and transfer agent and (5) in connection with the ReFlow liquidity program. Class A shares may also be sold at net asset value to registered representatives and employees of financial intermediaries. Sales charges generally are waived because either (i) there is no sales effort involved in the sale of shares or (ii) the investor is paying a fee (other than the sales charge) to the financial intermediary involved in the sale. Any new or revised sales charge or CDSC waiver will be prospective only.
Waiver of Investment Minimums.
In addition to waivers described in the Prospectus, minimum investment amounts are waived for current and retired
members
of Eaton Vance
Fund Boards
, clients (including custodial, agency, advisory and trust accounts), current and retired officers and employees of Eaton Vance, its affiliates and other investment advisers and sub-advisers
to the
Eaton Vance
family of
funds, and for such persons spouses, parents, siblings and lineal descendants and their beneficial accounts. The minimum initial investment amount is also waived for officers and employees of
a
Funds custodian and transfer agent. Investments in a Fund by ReFlow in connection with the Reflow liquidity program are also not subject to the minimum investment amount.
Statement of Intention. If it is anticipated that $100,000 ($50,000 for Long Term Fund) or more of Class A shares and shares of other funds exchangeable for Class A shares of another Eaton Vance fund will be purchased within a 13-month period, the Statement of Intention section of the account application should be completed so that shares may be obtained at the same reduced sales charge as though the total quantity were invested in one lump sum. Shares eligible for the right of accumulation (see below) as of the date of the Statement and purchased during the 13-month period will be included toward the completion of the Statement. If you make a Statement of Intention, the transfer agent is authorized to hold in escrow sufficient shares (5% of the dollar amount specified in the Statement) which can be redeemed to make up any difference in sales charge on the amount intended to be invested and the amount actually invested. A Statement of Intention does not obligate the shareholder to purchase or the Fund to sell the full amount indicated in the Statement.
If the amount actually purchased during the 13-month period is less than that indicated in the Statement, the shareholder will be requested to pay the difference between the sales charge applicable to the shares purchased and the sales charge paid under the Statement of Intention. If the payment is not received in 20 days, the appropriate number of escrowed shares will be redeemed in order to realize such difference. If the total purchases during the 13-month period are large enough to qualify for a lower sales charge than that applicable to the amount specified in the Statement,
the shareholder must notify the transfer agent or, if shares are held in a street name account, the financial intermediary prior to
the expiration date of the
Agreement in order for such
lower sales charge
to apply to purchases under the Statement
. Any difference will be refunded to the shareholder in cash or applied to the purchase of additional shares, as specified by the shareholder. This refund will be made by the financial intermediary and the principal underwriter. If at the time of the recomputation, the financial intermediary for the account has changed, the adjustment will be made only on those shares purchased through the current financial intermediary for the
Eaton Vance Tax-Advantaged Bond Strategies Funds
23
SAI dated June 1, 2013
account. If the sales charge rate changes during the 13-month period, all shares purchased or charges assessed after the date of such change will be subject to the then applicable sales charge.
Right of Accumulation. Under the right of accumulation, the applicable sales charge level is calculated by aggregating the dollar amount of the current purchase and the value (calculated at the maximum current offering price) of shares owned by the shareholder. Class A shares of Eaton Vance U.S. Government Money Market Fund cannot be accumulated for purposes of this privilege. The sales charge on the shares being purchased will then be applied at the rate applicable to the aggregate. Share purchases eligible for the right of accumulation are described under Sales Charges in the Prospectus. For any such discount to be made available at the time of purchase a purchaser or his or her financial intermediary must provide the principal underwriter (in the case of a purchase made through a financial intermediary) or the transfer agent (in the case of an investment made by mail) with sufficient information to permit verification that the purchase order qualifies for the accumulation privilege. Confirmation of the order is subject to such verification. The right of accumulation privilege may be amended or terminated at any time as to purchases occurring thereafter.
Distribution Plans
The Trust has in effect a compensation-type Distribution Plan for Class A shares (the Class A Plan) pursuant to Rule 12b-1 under the 1940 Act. The Class A Plan is designed to (i) finance activities which are primarily intended to result in the distribution and sales of Class A shares and to make payments in connection with the distribution of such shares and (ii) pay service fees for personal services and/or the maintenance of shareholder accounts to the principal underwriter, financial intermediaries and other persons. The distribution and service fees payable under the Class A Plan shall not exceed 0.25% of the average daily net assets attributable to Class A shares for any fiscal year. Class A distribution and service fees are paid monthly in arrears. For the distribution and service fees paid by Class A shares, see Appendix A.
The Trust also has in effect a compensation-type Distribution Plan for
each Fund's
Class C shares (the Class C Plan)
adopted
pursuant to Rule 12b-1 under the 1940 Act.
Pursuant to the Class C Plan,
Class C pays the principal underwriter a distribution fee, accrued daily and paid monthly, at an annual rate not exceeding 0.75% of its average daily net assets to finance the distribution of its shares. Such fees compensate the principal underwriter for the sales commissions paid by it to financial intermediaries on the sale of shares, for other distribution expenses (such as personnel, overhead, travel, printing and postage) and for interest
expense
. The principal underwriter
is
entitled to receive all
distribution fees and
CDSCs paid or payable with respect to Class C shares, provided that no such
payments will be made that
would cause
a
Class
to exceed the maximum
sale charge permitted
by
FINRA's NASD Conduct
Rule 2830
(d).
The Class C Plan also authorizes the payment of service fees to the principal underwriter, financial intermediaries and other persons in amounts not exceeding an annual rate of 0.25% of its average daily net assets for personal services, and/or the maintenance of shareholder accounts. For Class C, financial intermediaries currently receive (a) a service fee (except on exchange transactions and reinvestments) at the time of sale equal to 0.25% of the purchase price of Class C shares sold by such dealer, and (b) monthly service fees approximately equivalent to 1/12 of 0.25% of the value of Class C shares sold by such dealer. During the first year after a purchase of Class C shares, the principal underwriter will retain the service fee as reimbursement for the service fee payment made to financial intermediaries at the time of sale. For the service fees paid, see Appendix B.
The Trustees of the Trust believe that each Plan will be a significant factor in the expected growth of each Funds assets, and will result in increased investment flexibility and advantages which have benefitted and will continue to benefit the Fund and its shareholders. The Eaton Vance organization may profit by reason of the operation of a Plan through an increase in Fund assets and if at any point in time the aggregate amounts received by the principal underwriter pursuant to a Plan exceeds the total expenses incurred in distributing Fund shares.
For sales commissions and CDSCs
, if applicable, see Appendix A and Appendix B.
A Plan continues in effect from year to year so long as such continuance is approved at least annually by the vote of both a majority of (i) the noninterested Trustees of the Trust who have no direct or indirect financial interest in the operation of the Plan or any agreements related to the Plan (the Plan Trustees) and (ii) all of the Trustees then in office. A Plan may be terminated at any time by vote of a majority of the Plan Trustees or by a vote of a majority of the outstanding voting securities of the applicable Class. Quarterly Trustee review of a written report of the amount expended under the Plan and the purposes for which such expenditures were made is required. A Plan may not be amended to increase materially the payments described therein without approval of the shareholders of the affected Class and the Trustees. So long as a Plan is in effect, the selection and nomination of the noninterested Trustees shall be committed to the discretion of such Trustees. The Trustees, including the Plan Trustees, initially approved the current Plan(s) on
April 22, 2013
for
each
Fund
. Any Trustee of the Trust who is
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SAI dated June 1, 2013
an interested person of the Trust has an indirect financial interest in a Plan because his or her employer (or affiliates thereof) receives distribution and/or service fees under the Plan or agreements related thereto.
PERFORMANCE
Performance Calculations. Average annual total return before deduction of taxes (pre-tax return) is determined by multiplying a hypothetical initial purchase order of $1,000 by the average annual compound rate of return (including capital appreciation/depreciation, and distributions paid and reinvested) for the stated period and annualizing the result. The calculation assumes (i) that all distributions are reinvested at net asset value on the reinvestment dates during the period, (ii) the deduction of the maximum of any initial sales charge from the initial $1,000 purchase, (iii) a complete redemption of the investment at the end of the period, and (iv) the deduction of any applicable CDSC at the end of the period.
Average annual total return after the deduction of taxes on distributions is calculated in the same manner as pre-tax return except the calculation assumes that any federal income taxes due on distributions are deducted from the distributions before they are reinvested. Average annual total return after the deduction of taxes on distributions and taxes on redemption also is calculated in the same manner as pre-tax return except the calculation assumes that (i) any federal income taxes due on distributions are deducted from the distributions before they are reinvested and (ii) any federal income taxes due upon redemption are deducted at the end of the period. After-tax returns are based on the highest federal income tax rates in effect for individual taxpayers as of the time of each assumed distribution and redemption (taking into account their tax character), and do not reflect the impact of state and local taxes. In calculating after-tax returns, the net value of any federal income tax credits available to shareholders is applied to reduce federal income taxes payable on distributions at or near year-end and, to the extent the net value of such credits exceeds such distributions, is then assumed to be reinvested in additional Fund shares at net asset value on the last day of the fiscal year in which the credit was generated or, in the case of certain tax credits, on the date on which the year-end distribution is paid. For pre-tax and after-tax total return information, see Appendix A, Appendix B and Appendix C.
In addition to the foregoing total return figures, each Fund may provide pre-tax and after-tax annual and cumulative total return, as well as the ending redeemable cash value of a hypothetical investment. If shares are subject to a sales charge, total return figures may be calculated based on reduced sales charges or at net asset value. These returns would be lower if the full sales charge was imposed. After-tax returns may also be calculated using different tax rate assumptions and taking into account state and local income taxes as well as federal taxes.
Yield is computed pursuant to a standardized formula by dividing the net investment income per share earned during a recent thirty-day period by the maximum offering price (including the maximum of any initial sales charge) per share on the last day of the period and annualizing the resulting figure. Net investment income per share is calculated from the yields to maturity of all debt obligations held based on prescribed methods, reduced by accrued expenses for the period with the resulting number being divided by the average daily number of shares outstanding and entitled to receive distributions during the period. Yield figures do not reflect the deduction of any applicable CDSC, but assume the maximum of any initial sales charge. Actual yield may be affected by variations in sales charges on investments. A tax-equivalent yield is computed by using the tax-exempt yield and dividing by one minus a stated tax rate. The stated tax rate will reflect the federal income tax applicable to investors in a particular tax bracket and may reflect certain assumptions relating to tax exemptions and deductions. The tax-equivalent yield will differ for investors in other tax brackets or for whom the assumed exemptions and deductions are not available. Tax-equivalent yield is designed to show the approximate yield a taxable investment would have to earn to produce an after-tax yield equal to the tax-exempt yield.
Disclosure of Portfolio Holdings and Related Information.
The Board
has adopted policies and procedures (the Policies) with respect to the disclosure of information about portfolio holdings of each Fund. See each Funds Prospectus for information on disclosure made in filings with the SEC and/or posted on the Eaton Vance website
(www.eatonvance.com)
and disclosure of certain portfolio characteristics. Pursuant to the Policies, information about portfolio holdings of a Fund may also be disclosed as follows:
·
Confidential disclosure for a legitimate Fund purpose: Portfolio holdings may be disclosed, from time to time as necessary, for a legitimate business purpose of a Fund, believed to be in the best interests of the Fund and its shareholders, provided there is a duty or an agreement that the information be kept confidential. Any such confidentiality agreement includes provisions intended to impose a duty not to trade on the non-public information. The Policies permit disclosure of portfolio holdings information to the following: 1) affiliated and unaffiliated service providers that have a legal or contractual duty to keep such information confidential, such as employees of the investment adviser (including portfolio managers and, in the case of a Portfolio, the portfolio manager of any account that invests in the Portfolio), the administrator, custodian, transfer agent, principal underwriter, etc. described herein and in the
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Prospectus; 2) other persons who owe a fiduciary or other duty of trust or confidence to the Fund (such as Fund legal counsel and independent registered public accounting firm); or 3) persons to whom the disclosure is made in advancement of a legitimate business purpose of a Fund and who have expressly agreed in writing to maintain the disclosed information in confidence and to use it only in connection with the legitimate business purpose underlying the arrangement. To the extent applicable to an Eaton Vance fund, such persons may include securities lending agents which may receive information from time to time regarding selected holdings which may be loaned by a Fund, in the event a Fund is rated, credit rating agencies (Moodys Investor Services, Inc. and Standard & Poors Ratings Group), analytical service providers engaged by the investment adviser (Advent, Bloomberg L.P., Evare, Factset, McMunn Associates, Inc
., MSCI/Barra
and The Yield Book, Inc.), proxy evaluation vendors (Institutional Shareholder Servicing Inc.), pricing services (TRPS Mark-to-Market Pricing Service, WM Company Reuters Information Services and Non-Deliverable Forward Rates Service, Pricing Direct, FT Interactive Data Corp., Standard & Poors Securities Evaluation Service, Inc., SuperDerivatives and Stat Pro.), which receive information as needed to price a particular holding, translation services,
third-party reconciliation services,
lenders under Fund credit facilities (Citibank, N.A. and its affiliates), consultants and other product evaluators (Morgan Stanley Smith Barney LLC) and, for purposes of facilitating portfolio transactions, financial intermediaries and other intermediaries (national and regional municipal bond dealers and mortgage-backed securities dealers). These entities receive portfolio information on an as needed basis in order to perform the service for which they are being engaged. If required in order to perform their duties, this information will be provided in real time or as soon as practical thereafter. Additional categories of disclosure involving a legitimate business purpose may be added to this list upon the authorization of a Funds Board
. In addition, in connection with a redemption in kind, the redeeming shareholder may be required to agree to keep the information about the securities to be so distributed confidential, except to the extent necessary to dispose of the securities.
·
Historical portfolio holdings information: From time to time, each Fund may be requested to provide historic portfolio holdings information or certain characteristics of portfolio holdings that have not been made public previously. In such case, the requested information may be provided if: the information is requested for due diligence or another legitimate purpose; the requested portfolio holdings or portfolio characteristics are for a period that is no more recent than the date of the portfolio holdings or portfolio characteristics posted to the Eaton Vance website; and the dissemination of the requested information is reviewed and approved in accordance with the Policies.
The Funds, the investment adviser and principal underwriter will not receive any monetary or other consideration in connection with the disclosure of information concerning a Funds portfolio holdings.
The Policies may not be waived, or exception made, without the consent of the
CCO
of the Funds. The CCO may not waive or make exception to the Policies unless such waiver or exception is consistent with the intent of the Policies, which is to ensure that disclosure of portfolio information is in the best interest of Fund shareholders. In determining whether to permit a waiver of or exception to the Policies, the CCO will consider whether the proposed disclosure serves a legitimate purpose of a Fund, whether it could provide the recipient with an advantage over Fund shareholders or whether the proposed disclosure gives rise to a conflict of interest between a Funds shareholders and its investment adviser, principal underwriter or other affiliated person. The CCO will report all waivers of or exceptions to the Policies to the
Board
at their next meeting. The
Board
may impose additional restrictions on the disclosure of portfolio holdings information at any time.
The Policies are designed to provide useful information concerning a Fund to existing and prospective Fund shareholders while at the same time inhibiting the improper use of portfolio holdings information in trading Fund shares and/or portfolio securities held by a Fund. However, there can be no assurance that the provision of any portfolio holdings information is not susceptible to inappropriate uses (such as the development of market timing models), particularly in the hands of highly sophisticated investors, or that it will not in fact be used in such ways beyond the control of the Funds.
TAXES
The following is a summary of some of the tax consequences affecting the Fund and its shareholders. The summary does not address all of the special tax rules applicable to certain classes of investors, such as IRAs and other retirement plans, tax-exempt entities, foreign investors, insurance companies and financial institutions. Shareholders should consult their own tax advisors with respect to special tax rules that may apply in their particular situations, as well as the federal, state, local, and, where applicable, foreign tax consequences of investing in the Fund.
Taxation of the Fund. The Fund, as a series of the Trust, is treated as a separate entity for federal income tax purposes. The Fund has elected to be treated and intends to qualify each year as a regulated investment company (RIC) under Subchapter M of the Code. Accordingly, the Fund intends to satisfy certain requirements relating to sources of its income and diversification of its assets and to distribute substantially all of its net investment income (including tax-exempt income, if any) and net short-term
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SAI dated June 1, 2013
and long-term capital gains (after reduction by any available capital loss carryforwards) in accordance with the timing requirements imposed by the Code, so as to maintain its RIC status and to avoid paying any federal income tax. If the Fund qualifies for treatment as a RIC and satisfies the above-mentioned distribution requirements, it will not be subject to federal income tax on income paid to its shareholders in the form of dividends or capital gain distributions. The Fund qualified as a RIC for its most recent fiscal year
.
The Fund also seeks to avoid payment of federal excise tax. However, if the Fund fails to distribute in a calendar year substantially all of its ordinary income for such year and substantially all of its capital gain net income for the one-year period ending October 31 (or later if the Fund is permitted to so elect and so elects), plus any retained amount from the prior year, the Fund will be subject to a 4% excise tax on the undistributed amounts. In order to avoid incurring a federal excise tax obligation, the Code requires that the Fund distribute (or be deemed to have distributed) by December 31 of each calendar year (i) at least 98% of its ordinary income (excluding tax-exempt income, if any) for such year, (ii) at least 98.2% of its capital gain net income (which is the excess of its realized capital gains over its realized capital losses), generally computed on the basis of the one-year period ending on October 31 of such year, after reduction by any available capital loss carryforwards, and (iii) 100% of any income and capital gains from the prior year (as previously computed) that was not paid out during such year and on which the Fund paid no federal income tax. If the Fund fails to meet these requirements it will be subject to a nondeductible 4% excise tax on the undistributed amounts. Under current law, provided that the Fund qualifies as a RIC (and, where applicable, the Portfolio is treated as a partnership for Massachusetts and federal tax purposes), the Fund should not be liable for any income, corporate excise or franchise tax in the Commonwealth of Massachusetts.
If the Fund does not qualify as a RIC for any taxable year, the Funds taxable income will be subject to corporate income taxes, and all distributions from earnings and profits, including distributions of tax-exempt income and net capital gain (if any), will be taxable to the shareholder as dividend income. However, such distributions may be eligible (i)
to be treated as qualified dividend income in the case of shareholders taxed as individuals and (ii) for the dividends-received deduction in the case of corporate shareholders. In addition, in order to re-qualify for taxation as a RIC, the Fund may be required to recognize unrealized gains, pay substantial taxes and interest, and make substantial distributions.
In certain situations, the Fund may, for a taxable year, elect to defer all or a portion of its capital losses realized after October and net
late year
ordinary losses
until the next taxable year in computing its investment company taxable income and net capital gain, which will defer the recognition of such realized losses.
Late year ordinary losses represent certain specified losses realized in that portion of a taxable year after October 31 that are treated as ordinary for tax purposes plus ordinary losses attributable to that portion of a taxable year after December 31.
Such deferrals and other rules regarding gains and losses realized after October may affect the tax character of shareholder distributions.
The Code contains a provision codifying the judicial economic substance doctrine, which has traditionally been used by courts to deny tax benefits for transactions that lack economic substance; a strict liability penalty is imposed for an understatement of tax liability due to a transactions lack of economic substance.
Taxation of the Portfolio. If the Fund invests its assets in the Portfolio, the Portfolio normally must satisfy the applicable source of income and diversification requirements in order for the Fund to also satisfy these requirements. For federal income tax purposes, the Portfolio intends to be treated as a partnership that is not a publicly traded partnership and, as a result, will not be subject to federal income tax. The Fund, as an investor in the Portfolio, will be required to take into account in determining its federal income tax liability its share of such Portfolios income, gains, losses, deductions and credits, without regard to whether it has received any distributions from such Portfolio. The Portfolio will allocate at least annually among its investors, including the Fund, the Portfolios net investment income, net realized capital gains, and any other items of income, gain, loss, deduction or credit. For purposes of applying the requirements of the Code regarding qualification as a RIC, the Fund (i) will be deemed to own its proportionate share of each of the assets of the Portfolio and (ii) will be entitled to the gross income of the Portfolio attributable to such share. Under current law, provided that the Portfolio is treated as a partnership for Massachusetts and federal tax purposes, the Portfolio should not be liable for any income, corporate excise or franchise tax in the Commonwealth of Massachusetts.
Taxation of the Subsidiary. To the extent described in the prospectus, the Fund may invest in the Subsidiary. The Subsidiary is classified as a corporation for U.S. federal income tax purposes. As described in the prospectus, the Fund has either applied for or received from the IRS a private letter ruling relating to the treatment of the income allocated to the Fund from the Subsidiary for purposes of the Funds status as a RIC under the Code. Foreign corporations, such as the Subsidiary, will generally not be subject to U.S. federal income taxation unless they are deemed to be engaged in a U.S. trade or business. It is expected that the Subsidiary will conduct it activities in a manner so as to meet the requirements of a safe harbor under Section 864(b)(2) of the Code under which the Subsidiary may engage in trading in stocks or securities or certain commodities without being deemed to
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SAI dated June 1, 2013
be engaged in a U.S. trade or business. However, if certain of the Subsidiary's activities were determined not to be of the type described in the safe harbor (which is not expected), then the activities of the Subsidiary may constitute a U.S. trade or business, and would be taxed as such.
The Subsidiary is treated as a controlled foreign corporation (CFC) for tax purposes and the Fund is treated as a U.S. shareholder of the Subsidiary. As a result, the Fund is required to include in gross income for U.S. federal income tax purposes all of the Subsidiary's subpart F income, whether or not such income is distributed by the Subsidiary. It is expected that all of the Subsidiary's income will be subpart F income. The Funds recognition of the Subsidiary's subpart F income will increase the Funds tax basis in the Subsidiary. Distributions by the Subsidiary to the Fund will be tax-free, to the extent of its previously undistributed subpart F income, and will correspondingly reduce the Fund's tax basis in the Subsidiary. Subpart F income is generally treated as ordinary income, regardless of the character of the Subsidiary's underlying income. If a net loss is realized by the Subsidiary, such loss is not generally available to offset the income earned by the Fund.
Tax Consequences of Certain Investments. The following summary of the tax consequences of certain types of investments applies to the Fund and the Portfolio, as appropriate. References in the following summary to the Fund are to any Fund or Portfolio that can engage in the particular practice as described in the prospectus or SAI.
Securities Acquired at Market Discount or with Original Issue Discount. Investment in securities acquired at a market discount, or in zero coupon, deferred interest, payment-in-kind and certain other securities with original issue discount, generally may cause the Fund to realize income prior to the receipt of cash payments with respect to these securities. Such income will be accrued daily by the Fund and, in order to avoid a tax payable by the Fund, the Fund may be required to liquidate securities that it might otherwise have continued to hold in order to generate cash so that the Fund may make required distributions to its shareholders. The Fund may elect to accrue market discount income on a daily basis.
Lower Rated or Defaulted Securities. Investments in securities that are at risk of, or are in, default present special tax issues for the Fund. Tax rules are not entirely clear about issues such as when the Fund may cease to accrue interest, original issue discount or market discount, when and to what extent deductions may be taken for bad debts or worthless securities and how payments received on obligations in default should be allocated between principal and income.
Municipal Obligations. Any recognized gain or income attributable to market discount on long-term tax-exempt municipal obligations (i.e., obligations with a term of more than one year) purchased after April 30, 1993 (except to the extent of a portion of the discount attributable to original issue discount), is taxable as ordinary income. A long-term debt obligation is generally treated as acquired at a market discount if purchased after its original issue at a price less than (i) the stated principal amount payable at maturity, in the case of an obligation that does not have original issue discount or (ii) in the case of an obligation that does have original issue discount, the sum of the issue price and any original issue discount that accrued before the obligation was purchased, subject to a de minimis exclusion.
From time to time proposals have been introduced before Congress for the purpose of restricting or eliminating the federal income tax exemption for interest on certain types of municipal obligations, and it can be expected that similar proposals may be introduced in the future. As a result of any such future legislation, the availability of municipal obligations for investment by the Fund and the value of the securities held by it may be affected. It is possible that events occurring after the date of issuance of municipal obligations, or after the Funds acquisition of such an obligation, may result in a determination that the interest paid on that obligation is taxable, even retroactively.
If the Fund seeks income exempt from state and/or local taxes, information about such taxes is contained in an appendix to this SAI (see the Table of Contents).
Tax Credit Bonds. If the Fund holds, directly or indirectly, one or more tax credit bonds (including Build America Bonds, clean renewable energy bonds and other qualified tax credit bonds) on one or more applicable dates during a taxable year and the Fund satisfies the minimum distribution requirement, the Fund may elect to permit its shareholders to claim a tax credit on their income tax returns equal to each shareholders proportionate share of tax credits from the applicable bonds that otherwise would be allowed to the Fund. In such a case, shareholders must include in gross income (as interest) their proportionate share of the income attributable to their proportionate share of those offsetting tax credits. A shareholders ability to claim a tax credit associated with one or more tax credit bonds may be subject to certain limitations imposed by the Code. Even if the Fund is eligible to pass through tax credits to shareholders, the Fund may choose not to do so.
Derivatives. The Funds investments in options, futures contracts, hedging transactions, forward contracts (to the extent permitted) and certain other transactions may be subject to special tax rules (including mark-to-market, constructive sale,
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SAI dated June 1, 2013
straddle, wash sale, short sale and other rules), the effect of which may be to accelerate income to the Fund, defer Fund losses, cause adjustments in the holding periods of Fund securities, convert capital gain into ordinary income and convert short-term capital losses into long-term capital losses. These rules could therefore affect the amount, timing and character of Fund distributions.
Investments in so-called section 1256 contracts, such as regulated futures contracts, most foreign currency forward contracts traded in the interbank market and options on most stock indices, are subject to special tax rules. All section 1256 contracts held by the Fund at the end of its taxable year are required to be marked to their market value, and any unrealized gain or loss on those positions will be included in the Funds income as if each position had been sold for its fair market value at the end of the taxable year. The resulting gain or loss will be combined with any gain or loss realized by the Fund from positions in section 1256 contracts closed during the taxable year. Provided such positions were held as capital assets and were not part of a hedging transaction nor part of a straddle, 60% of the resulting net gain or loss will be treated as long-term capital gain or loss, and 40% of such net gain or loss will be treated as short-term capital gain or loss, regardless of the period of time the positions were actually held by the Fund.
Fund positions in index options that do not qualify as section 1256 contracts under the Code generally will be treated as equity options governed by Code Section 1234. Pursuant to Code Section 1234, if a written option expires unexercised, the premium received is short-term capital gain to the Fund. If the Fund enters into a closing transaction with respect to a written option, the difference between the premium received and the amount paid to close out its position is short-term capital gain or loss. If an option written by the Fund that is not a section 1256 contract is cash settled, any resulting gain or loss will be short-term capital gain. For an option purchased by the Fund that is not a section 1256 contract any gain or loss resulting from sale of the option will be a capital gain or loss, and will be short-term or long-term, depending upon the holding period for the option. If the option expires, the resulting loss is a capital loss and is short-term or long-term, depending upon the holding period for the option. If a put option written by the Fund is exercised and physically settled, the premium received is treated as a reduction in the amount paid to acquire the underlying securities, increasing the gain or decreasing the loss to be realized by the Fund upon sale of the securities. If a call option written by the Fund is exercised and physically settled, the premium received is included in the sale proceeds, increasing the gain or decreasing the loss realized by the Fund at the time of option exercise.
As a result of entering into swap contracts, the Fund may make or receive periodic net payments. The Fund may also make or receive a payment when a swap is terminated prior to maturity through an assignment of the swap or other closing transaction. Periodic net payments will generally constitute ordinary income or deductions, while termination of a swap will generally result in capital gain or loss (which will be a long-term capital gain or loss if the Fund has been a party to a swap for more than one year). With respect to certain types of swaps, the Fund may be required to currently recognize income or loss with respect to future payments on such swaps or may elect under certain circumstances to mark such swaps to market annually for tax purposes as ordinary income or loss.
Short Sales. In general, gain or loss on a short sale is recognized when the Fund closes the sale by delivering the borrowed property to the lender, not when the borrowed property is sold. Gain or loss from a short sale is generally considered to be capital gain or loss to the extent that the property used to close the short sale constitutes a capital asset in the Funds hands. Except with respect to certain situations where the property used to close a short sale has a long-term holding period on the date of the short sale, special rules generally treat the gains on short sales as short-term capital gains. These rules may also terminate the running of the holding period of substantially identical property held by the Fund. Moreover, a loss on a short sale will be treated as a long-term capital loss if, on the date of the short sale, substantially identical property has been held by the Fund for more than one year. In general, the Fund will not be permitted to deduct payments made to reimburse the lender of securities for dividends paid on borrowed stock if the short sale is closed on or before the 45th day after the short sale is entered.
Constructive Sales. The Fund may recognize gain (but not loss) from a constructive sale of certain appreciated financial positions if the Fund enters into a short sale, offsetting notional principal contract, or forward contract transaction with respect to the appreciated position or substantially identical property. Appreciated financial positions subject to this constructive sale treatment include interests (including options and forward contracts and short sales) in stock and certain other instruments. Constructive sale treatment does not apply if the transaction is closed out not later than thirty days after the end of the taxable year in which the transaction was initiated, and the underlying appreciated securities position is held unhedged for at least the next sixty days after the hedging transaction is closed.
Gain or loss on a short sale will generally not be realized until such time as the short sale is closed. However, as described above in the discussion of constructive sales, if the Fund holds a short sale position with respect to securities that have appreciated in value, and it then acquires property that is the same as or substantially identical to the property sold short, the Fund generally will recognize gain on the date it acquires such property as if the short sale were closed on such date with such property.
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SAI dated June 1, 2013
Similarly, if the Fund holds an appreciated financial position with respect to securities and then enters into a short sale with respect to the same or substantially identical property, the Fund generally will recognize gain as if the appreciated financial position were sold at its fair market value on the date it enters into the short sale. The subsequent holding period for any appreciated financial position that is subject to these constructive sale rules will be determined as if such position were acquired on the date of the constructive sale.
Foreign Investments and Currencies. The Funds investments in foreign securities may be subject to foreign withholding taxes or other foreign taxes with respect to income (possibly including, in some cases, capital gains), which would decrease the Funds income on such securities. These taxes may be reduced or eliminated under the terms of an applicable U.S. income tax treaty. If more than 50% of Fund assets at year end consists of the debt and equity securities of foreign corporations, the Fund may elect to permit shareholders to claim a credit or deduction on their income tax returns for their pro rata portion of qualified taxes paid by the Fund to foreign countries. If the election is made, shareholders will include in gross income from foreign sources their pro rata share of such taxes. A shareholders ability to claim a foreign tax credit or deduction in respect of foreign taxes paid by the Fund may be subject to certain limitations imposed by the Code (including a holding period requirement applied at both the Fund and shareholder level), as a result of which a shareholder may not get a full credit or deduction for the amount of such taxes. In particular, the Fund must own the dividend-paying stock for more than 15 days during the 31-day period beginning 15 days prior to the ex-dividend date. Likewise, shareholders must hold their Fund shares (without protection from risk or loss) on the ex-dividend date and for at least 15 additional days during the 31-day period beginning 15 days prior to the ex-dividend date to be eligible to claim the foreign tax with respect to a given dividend. Shareholders who do not itemize deductions on their federal income tax returns may claim a credit (but no deduction) for such taxes. Individual shareholders subject to the alternative minimum tax (AMT) may not deduct such taxes for AMT purposes.
Transactions in foreign currencies, foreign currency-denominated debt securities and certain foreign currency options, futures contracts, forward contracts and similar instruments (to the extent permitted) may give rise to ordinary income or loss to the extent such income or loss results from fluctuations in the value of the foreign currency. Under Section 988 of the Code, gains or losses attributable to fluctuations in exchange rates between the time the Fund accrues income or receivables or expenses or other liabilities denominated in a foreign currency and the time the Fund actually collects such income or pays such liabilities are generally treated as ordinary income or ordinary loss.
Investments in passive foreign investment companies (PFICs) could subject the Fund to U.S. federal income tax or other charges on certain distributions from such companies and on disposition of investments in such companies; however, the tax effects of such investments may be mitigated by making an election to mark such investments to market annually or treat the PFIC as a qualified electing fund. If the Fund were to invest in a PFIC and elect to treat the PFIC as a qualified electing fund under the Code, the Fund might be required to include in income each year a portion of the ordinary earnings and net capital gains of the qualified electing fund, even if not distributed to the Fund, and such amounts would be subject to the distribution requirements described above. In order to make this election, the Fund would be required to obtain certain annual information from the PFICs in which it invests, which may be difficult or impossible to obtain. Alternatively, if the Fund were to make a mark-to-market election with respect to a PFIC, the Fund would be treated as if it had sold and repurchased the PFIC stock at the end of each year. In such case, the Fund would report any such gains as ordinary income and would deduct any such losses as ordinary losses to the extent of previously recognized gains. This election must be made separately for each PFIC, and once made, would be effective for all subsequent taxable years unless revoked with the consent of the IRS. The Fund may be required to recognize income in excess of the distributions it receives from PFICs and its proceeds from dispositions of PFIC stock in any particular year. As a result, the Fund may have to distribute this phantom income and gain to satisfy the distribution requirement and to avoid imposition of the 4% excise tax.
U.S. Government Securities. Distributions paid by the Fund that are derived from interest on obligations of the U.S. Government and certain of its agencies and instrumentalities (but generally not distributions of capital gains realized upon the disposition of such obligations) may be exempt from state and local income taxes. The Fund generally intends to advise shareholders of the extent, if any, to which its distributions consist of such interest. Shareholders are urged to consult their tax advisers regarding the possible exclusion of such portion of their dividends for state and local income tax purposes.
Real Estate Investment Trusts (REITs). Any investment by the Fund in equity securities of a REIT qualifying as such under Subchapter M of the Code may result in the Funds receipt of cash in excess of the REITs earnings; if the Fund distributes these amounts, these distributions could constitute a return of capital to Fund shareholders for U.S. federal income tax purposes. Investments in REIT equity securities also may require the Fund to accrue and distribute income not yet received. To generate sufficient cash to make the requisite distributions, the Fund may be required to sell securities in its portfolio (including when it is not advantageous to do so) that it otherwise would have continued to hold. Dividends received by the Fund from a REIT will not qualify for the corporate dividends-received deduction and generally will not constitute qualified dividend income.
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Inflation-Indexed Bonds. Periodic adjustments for inflation to the principal amount of an inflation-indexed bond may give rise to original issue discount, which will be includable in the Funds gross income (see Securities Acquired at Market Discount or with Original Issue Discount above). Also, if the principal value of an inflation-indexed bond is adjusted downward due to inflation, amounts previously distributed in the taxable year may be characterized in some circumstances as a return of capital (see Taxation of Fund Shareholders below).
Taxation of Fund Shareholders. Subject to the discussion of distributions of tax-exempt income below, Fund distributions of investment income and net gains from investments held for one year or less will be taxable as ordinary income. Fund distributions of any net gains from investments held for more than one year are taxable as long-term capital gains. Taxes on distributions of capital gains are determined by how long the Fund owned the investments that generated the gains, rather than how long a shareholder has owned his or her shares in the Fund. Dividends and distributions on the Funds shares are generally subject to federal income tax as described herein to the extent they are made out of the Funds earnings and profits, even though such dividends and distributions may economically represent a return of a particular shareholders investment. Such distributions are likely to occur in respect of shares purchased at a time when the Funds net asset value reflects gains that are either unrealized, or realized but not distributed. Such realized gains may be required to be distributed even when the Funds net asset value also reflects unrealized losses.
Distributions paid by the Fund during any period may be more or less than the amount of net investment income and capital gains actually earned during the period. If the Fund makes a distribution to a shareholder in excess of the Funds current and accumulated earnings and profits in any taxable year, the excess distribution will be treated as a return of capital to the extent of such shareholders tax basis in its shares, and thereafter as capital gain. A return of capital is not taxable, but it reduces a shareholders tax basis in its shares, thus reducing any loss or increasing any gain on a subsequent taxable disposition by the shareholder of its shares.
Ordinarily, shareholders are required to take taxable distributions by the Fund into account in the year in which the distributions are made. However, for federal income tax purposes, dividends that are declared by the Fund in October, November or December as of a record date in such month and actually paid in January of the following year will be treated as if they were paid on December 31 of the year declared. Therefore, such dividends will generally be taxable to a shareholder in the year declared rather than in the year paid.
The amount of distributions payable by the Fund may vary depending on general economic and market conditions, the composition of investments, current management strategy and Fund operating expenses. The Fund will inform shareholders of the tax character of
distributions annually
to
facilitate shareholder tax reporting
.
The Fund may elect to retain its net capital gain, in which case the Fund will be taxed thereon (except to the extent of any available capital loss carryovers) at the 35% corporate tax rate. In such a case, it is expected that the Fund also will elect to have shareholders of record on the last day of its taxable year treated as if each received a distribution of its pro rata share of such gain, with the result that each shareholder will be required to report its pro rata share of such gain on its tax return as long-term capital gain, will receive a refundable tax credit for its pro rata share of tax paid by the Fund on the gain, and will increase the tax basis for its shares by an amount equal to the deemed distribution less the tax credit.
Any Fund distribution, other than dividends that are declared by the Fund on a daily basis, will have the effect of reducing the per share net asset value of Fund shares by the amount of the distribution. If a shareholder buys shares when the Fund has unrealized or realized but not yet distributed ordinary income or capital gains, the shareholder will pay full price for the shares and then may receive a portion back as a taxable distribution even though such distribution may economically represent a return of the shareholders investment.
Tax-Exempt Income. Distributions by the Fund of net tax-exempt interest income that are properly reported as exempt-interest dividends may be treated by shareholders as interest excludable from gross income for federal income tax purposes under Section 103(a) of the Code. In order for the Fund to be entitled to pay the tax-exempt interest income as exempt-interest dividends to its shareholders, the Fund must satisfy certain requirements, including the requirement that, at the close of each quarter of its taxable year, at least 50% of the value of its total assets consists of obligations the interest on which is exempt from regular federal income tax under Code Section 103(a). Interest on certain municipal obligations may be taxable for purposes of the federal AMT and for state and local purposes. In addition, corporate shareholders must include the full amount of exempt-interest dividends in computing the preference items for the purposes of the AMT. Fund shareholders are required to report tax-exempt interest on their federal income tax returns.
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Tax-exempt distributions received from the Fund are taken into account in determining, and may increase, the portion of social security and certain railroad retirement benefits that may be subject to federal income tax. Interest on indebtedness incurred by a shareholder to purchase or carry Fund shares that distributes exempt-interest dividends will not be deductible for U.S. federal income tax purposes. If a shareholder receives exempt interest dividends with respect to any Fund share and if the share is held by the shareholder for six months or less, then any loss on the sale or exchange of the share may, to the extent of the exempt-interest dividends, be disallowed. Furthermore, a portion of any exempt-interest dividend paid by the Fund that represents income derived from certain revenue or private activity bonds held by the Fund may not retain its tax-exempt status in the hands of a shareholder who is a substantial user of a facility financed by such bonds, or a related person thereof. In addition, the receipt of dividends and distributions from the Fund may affect a foreign corporate shareholders federal branch profits tax liability and the federal excess net passive income tax liability of a shareholder of a Subchapter S corporation. Shareholders should consult their own tax advisors as to whether they are (i) substantial users with respect to a facility or related to such users within the meaning of the Code or (ii) subject to a federal alternative minimum tax, the federal branch profits tax, or the federal excess net passive income tax.
Qualified Dividend Income.
Qualified dividend income received by an individual
is
taxed at the rates applicable to long-term capital gain (
at a maximum rate of
20
%). In order for
a dividend
received by Fund shareholders to be qualified dividend income, the Fund must meet holding period and other requirements with respect to
the dividend-paying
stock
in its portfolio and the shareholder must meet holding period and other requirements with respect to the Funds shares. A dividend will not be treated as qualified dividend income
(at either the Fund or shareholder level)
(1) if the dividend is received with respect to any share of stock held for fewer than 61 days during the 121-day period beginning at the date which is 60 days before the date on which such share becomes ex-dividend with respect to such dividend (or, in the case of certain preferred stock, 91 days during the 181-day period beginning 90 days before such date), (2) to the extent that the recipient is under an obligation (whether pursuant to a short sale or otherwise) to make related payments with respect to positions in substantially similar or related property, (3) if the recipient elects to have the dividend income treated as investment interest, or (4) if the dividend is received from a foreign corporation that is (a) not eligible for the benefits of a comprehensive income tax treaty with the U.S. (with the exception of dividends paid on stock of such a foreign corporation readily tradable on an established securities market in the U.S.) or (b) treated as a passive foreign investment company. In general, distributions of investment income reported by the Fund as derived from qualified dividend income will be treated as qualified dividend income by a shareholder taxed as an individual provided the shareholder meets the holding period and other requirements described above with respect to the Funds shares. In any event, if the aggregate qualified dividends received by the Fund during any taxable year are 95% or more of its gross income, then 100% of the Funds dividends (other than properly reported capital gain dividends) will be eligible to be treated as qualified dividend income. For this purpose, the only gain with respect to the sale of stocks and securities included in the term gross income is the excess of net short-term capital gain over net long-term capital loss.
Dividends Received Deduction for Corporations. A portion of distributions made by the Fund which are derived from dividends from U.S. corporations may qualify for the dividends-received deduction (DRD) for corporations. The DRD is reduced to the extent the Fund shares with respect to which the dividends are received are treated as debt-financed under the Code and is eliminated if the shares are deemed to have been held for less than a minimum period, generally more than 45 days during the 91-day period beginning 45 days before the ex-dividend date or if the recipient is under an obligation (whether pursuant to a short sale or otherwise) to make related payments with respect to positions in substantially similar or related property. Receipt of certain distributions qualifying for the DRD may result in reduction of the tax basis of the corporate shareholders shares. Distributions eligible for the DRD may give rise to or increase the alternative minimum tax for certain corporations.
Recognition of Unrelated Business Taxable Income by Tax-Exempt Shareholders. Under current law, tax-exempt investors generally will not recognize unrelated business taxable income (UBTI) from distributions from the Fund. Notwithstanding the foregoing, a tax-exempt shareholder could recognize UBTI if shares in the Fund constitute debt-financed property in the hands of a tax-exempt shareholder within the meaning of Code section 514(b). In addition, certain types of income received by the Fund from REITs, real estate mortgage investment conduits (REMICs), taxable mortgage pools or other investments may cause the Fund to designate some or all of its distributions as excess inclusion income. To Fund shareholders such excess inclusion income may: (1) constitute taxable income as UBTI for those shareholders who would otherwise be tax-exempt such as individual retirement accounts, 401(k) accounts, Keogh plans, pension plans and certain charitable entities; (2) not be offset by otherwise allowable deductions for tax purposes; (3) not be eligible for reduced U.S. withholding for non-U.S. shareholders even from tax treaty countries; and (4) cause the Fund to be subject to tax if certain disqualified organizations as defined by the Code are Fund shareholders.
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Redemption or Exchange of Fund Shares. Generally, upon sale or exchange of Fund shares, a shareholder will realize a taxable gain or loss equal to the difference between the amount realized and the basis in shares. Such gain or loss will be treated as capital gain or loss if the shares are capital assets in the shareholders hands, and will be long-term capital gain or loss if the shares are held for more than one year, and short-term capital gain or loss if the shares are held for one year or less.
Any loss realized upon the sale or exchange of Fund shares with a tax holding period of six months or less will be treated as a long-term capital loss to the extent of any distributions treated as long-term capital gain with respect to such shares. In addition, all or a portion of a loss realized on a redemption or other disposition of Fund shares may be disallowed under wash sale rules to the extent the shareholder acquired other shares of the same Fund (whether through the reinvestment of distributions or otherwise) within the period beginning 30 days before the redemption of the loss shares and ending 30 days after such date. Any disallowed loss will result in an adjustment to the shareholders tax basis in some or all of the other shares acquired.
Sales charges paid upon a purchase of shares subject to a front-end sales charge cannot be taken into account for purposes of determining gain or loss on a redemption or exchange of the shares before the 91st day after their purchase to the extent a sales charge is reduced or eliminated in a subsequent acquisition of Fund shares (or shares of another fund) on or before January 31 of the following calendar year pursuant to the reinvestment or exchange privilege. Any disregarded amounts will result in an adjustment to the shareholders tax basis in some or all of any other shares acquired.
Applicability of Medicare Contribution Tax. The Code imposes a 3.8% Medicare contribution tax on unearned income of certain U.S. individuals, estates and trusts. For individuals, the tax is on the lesser of the net investment income and the excess of modified adjusted gross income over $200,000 (or $250,000 if married filing jointly). Net investment income includes , among other things, interest, dividends, and gross income and capital gains derived from passive activities and trading in securities or commodities. Net investment income is reduced by deductions properly allocable to this income. This tax is effective with respect to amounts received, and taxable years beginning, after December 31, 2012.
Back-Up Withholding for U.S. Shareholders.
Amounts paid by the Fund to individuals and certain other shareholders who have not provided the Fund with their correct taxpayer identification number (TIN) and certain certifications required by the IRS as well as shareholders with respect to whom the Fund has received certain information from the IRS or a broker, may be subject to backup withholding of federal income tax arising from the Funds taxable dividends and other distributions as well as the proceeds of redemption transactions (including repurchases and exchanges), at a rate of 28
%.
An individuals TIN is generally his or her social security number. Backup withholding is not an additional tax and any amount withheld may be credited against a shareholders U.S. federal income tax liability.
Taxation of Foreign Shareholders. In general, dividends (other than capital gain dividends and exempt-interest dividends) paid to a shareholder that is not a U.S. person within the meaning of the Code (a foreign person or foreign shareholder) are subject to withholding of U.S. federal income tax at a rate of 30% (or lower applicable treaty rate). The withholding tax does not apply to regular dividends paid to a foreign person who provides a Form W-8ECI, certifying that the dividends are effectively connected with the foreign persons conduct of a trade or business within the United States. Instead, the effectively connected dividends will be subject to regular U.S. income tax as if the foreign person were a U.S. shareholder. A non-U.S. corporation receiving effectively connected dividends may also be subject to additional branch profits tax imposed at a rate of 30% (or lower treaty rate). A foreign person who fails to provide an IRS Form W-8BEN or other applicable form may be subject to backup withholding at the appropriate rate. A foreign shareholder would generally be exempt from U.S. federal income tax, including withholding tax, on gains realized on the sale of shares of the Fund, net capital gain dividends, exempt interest dividends, and amounts retained by the Fund that are reported as undistributed capital gains.
For taxable years beginning before January 1, 2014, properly reported dividends are generally exempt from U.S. federal withholding tax where they (i) are paid in respect of the Funds qualified net interest income (generally, the Funds U.S. source interest income, other than certain contingent interest and interest from obligations of a corporation or partnership in which the Fund is at least a 10% shareholder, reduced by expenses that are allocable to such income) or (ii) are paid in respect of the Funds qualified short-term capital gains (generally, the excess of the Funds net short-term capital gain over the Funds long-term capital loss for such taxable year). However, depending on its circumstances, the Fund may report all, some or none of its potentially eligible dividends as such qualified net interest income or as qualified short-term capital gains and/or treat such dividends, in whole or in part, as ineligible for this exemption from withholding. In order to qualify for this exemption from withholding, a non-U.S. shareholder would need to comply with applicable certification requirements relating to its non-U.S. status (including, in general, furnishing an IRS Form W-8BEN or substitute Form). In the case of shares held through an intermediary, the intermediary could withhold even if the Fund designates the payment as qualified net interest income or
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qualified short-term capital gain. Non-U.S. shareholders should contact their intermediaries with respect to the application of these rules to their accounts.
For taxable years beginning before January 1, 2014,
distributions that the Fund reports as short-term capital gain dividends or long-term capital gain dividends will not be treated as such to a recipient foreign shareholder if the distribution is attributable to
gain from the sale or exchange of U.S. real property or an interest in a U.S. real property holding corporation and the Funds direct or indirect interests in U.S. real property exceeded certain levels. Instead, if the foreign shareholder has not owned more than 5% of the outstanding shares of the Fund at any time during the one year period ending on the date of distribution, such distributions will be subject to 30% withholding by the Fund and will be treated as ordinary dividends to the foreign shareholder; if the foreign shareholder owned more than 5% of the outstanding shares of the Fund at any time during the one year period ending on the date of the distribution, such distribution will be treated as real property gain subject to 35% withholding tax and could subject the foreign shareholder to U.S. filing requirements. The rules described in this paragraph, other than the withholding rules, will apply notwithstanding the Funds participation or a foreign shareholders participation in a wash sale transaction or the payment of a substitute dividend.
Additionally, if the Funds direct or indirect interests in U.S. real property were to exceed certain levels, a foreign shareholder realizing gains upon redemption from the Fund could be subject to the 35% withholding tax and U.S. filing requirements unless the foreign person had not held more than 5% of the Funds outstanding shares throughout either such persons holding period for the redeemed shares or, if shorter, the previous five years
, or for sales occurring on or before December 31, 2013, 50% or more of the value of the Funds shares were held by U.S. entities.
The same rules apply with respect to distributions to a foreign shareholder from the Fund and redemptions of a foreign shareholders interest in the Fund attributable to a REITs distribution to the Fund of gain from the sale or exchange of U.S. real property or an interest in a U.S. real property holding corporation, if the Funds direct or indirect interests in U.S. real property were to exceed certain levels. The rule with respect to distributions and redemptions attributable to a REITs distribution to the Fund will not expire for taxable years beginning on or after January 1, 2014.
Provided that 50% or more of the value of the Funds stock is held by U.S. shareholders, distributions of U.S. real property interests (including securities in a U.S. real property holding corporation, unless such corporation is regularly traded on an established securities market and the Fund has held 5% or less of the outstanding shares of the corporation during the five-year period ending on the date of distribution) occurring on or before December 31, 2013, in redemption of a foreign shareholders shares of the Fund will cause the Fund to recognize gain. If the Fund is required to recognize gain, the amount of gain recognized will be equal to the fair market value of such interests over the Funds adjusted basis to the extent of the greatest foreign ownership percentage of the Fund during the five-year period ending on the date of redemption.
In the case of foreign non-corporate shareholders, the Fund may be required to backup withhold U.S. federal income tax on distributions that are otherwise exempt from withholding tax unless such shareholders furnish the Fund with proper notification of their foreign status.
Compliance with the HIRE Act.
A 30% withholding tax will be imposed on dividends paid after December 31, 2013, and redemption proceeds paid after December 31, 2016, to (i) foreign financial institutions including non-U.S. investment funds unless they agree to collect and disclose to the IRS information regarding their direct and indirect U.S. account holders and (ii) certain other foreign entities, unless they certify certain information regarding their direct and indirect U.S. owners. To avoid withholding, foreign financial institutions will need to either enter into agreements with the IRS that state that they will provide the IRS information, including the names, addresses and taxpayer identification numbers of direct and indirect U.S. account holders, comply with due diligence procedures with respect to the identification of U.S. accounts, report to the IRS certain information with respect to U.S. accounts maintained, agree to withhold tax on certain payments made to non-compliant foreign financial institutions or to account holders who fail to provide the required information, and determine certain other information as to their account holders or, in the event that an applicable intergovernmental agreement and implementing legislation are adopted, agree to provide certain information to other revenue authorities for transmittal to the IRS. Other foreign entities will need to either provide the name, address, and taxpayer identification number of each substantial U.S. owner or certifications of no substantial U.S. ownership unless certain exceptions apply or agree to provide certain information to other revenue authorities for transmittal to the IRS.
Non-U.S. shareholders should consult their own tax advisors regarding the possible implications of these requirements on their investment in the Fund.
Requirements of Form 8886. Under Treasury regulations, if a shareholder realizes a loss on disposition of the Funds shares of $2 million or more for an individual shareholder or $10 million or more for a corporate shareholder, the shareholder must file with the IRS a disclosure statement on Form 8886. Direct shareholders of portfolio securities are in many cases excepted from
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SAI dated June 1, 2013
this reporting requirement, but under current guidance, shareholders of a RIC are not excepted. The fact that a loss is reportable under these regulations does not affect the legal determination of whether the taxpayers treatment of the loss is proper. Shareholders should consult their tax advisors to determine the applicability of these regulations in light of their individual circumstances. Under certain circumstances, certain tax-exempt entities and their managers may be subject to excise tax if they are parties to certain reportable transactions.
Other Taxes. Dividends, distributions and redemption proceeds may also be subject to additional state, local and foreign taxes depending on each shareholders particular situation.
Changes in Taxation. The taxation of the Fund, the Portfolio, the Subsidiary and shareholders may be adversely affected by future legislation, Treasury regulations, IRS revenue procedures and/or guidance issued by the IRS.
PORTFOLIO SECURITIES TRANSACTIONS
Decisions concerning the execution of portfolio security transactions, including the selection of the market and the broker-dealer firm, are made by Eaton Vance, the Fund's investment adviser. Each Fund is responsible for the expenses associated with its portfolio transactions. The investment adviser is also responsible for the execution of transactions for all other accounts managed by it. The investment adviser places the portfolio security transactions for execution with one or more broker-dealer firms. The investment adviser uses its best efforts to obtain execution of portfolio security transactions at prices which in the investment advisers judgment are advantageous to the client and at a reasonably competitive spread or (when a disclosed commission is being charged) at reasonably competitive commission rates. In seeking such execution, the investment adviser will use its best judgment in evaluating the terms of a transaction, and will give consideration to various relevant factors, including without limitation the full range and quality of the broker-dealer firms services,
responsiveness of the firm to the investment adviser, the size and type of the transaction, the nature and character of the market for the security, the confidentiality, speed and certainty of effective execution required for the transaction, the general execution and operational capabilities of the broker-dealer firm, the reputation, reliability, experience and financial condition of the firm, the value and quality of the services rendered by the firm in this and other transactions, and the amount of the spread or commission, if any. In addition, the investment adviser may consider the receipt of Research Services (as defined below), provided it does not compromise the investment
advisers
obligation to seek best overall execution for a Fund. The investment adviser may engage in portfolio brokerage transactions with a broker-dealer firm that sells shares of Eaton Vance funds, provided such transactions are not directed to that firm as compensation for the promotion or sale of such shares.
Municipal obligations, including state obligations, purchased and sold by each Fund are generally traded in the over-the-counter market on a net basis (i.e., without commission) through broker-dealers and banks acting for their own account rather than as brokers, or otherwise involve transactions directly with the issuer of such obligations. Such firms attempt to profit from such transactions by buying at the bid price and selling at the higher asked price of the market for such obligations, and the difference between the bid and asked price is customarily referred to as the spread. Each Fund may also purchase municipal obligations from underwriters, and dealers in fixed-price offerings, the cost of which may include undisclosed fees and concessions to the underwriters. On occasion it may be necessary or appropriate to purchase or sell a security through a broker on an agency basis, in which case the Fund will incur a brokerage commission. Although spreads or commissions on portfolio security transactions will, in the judgment of the investment adviser, be reasonable in relation to the value of the services provided, spreads or commissions exceeding those which another firm might charge may be paid to firms who were selected to execute transactions on behalf of each Fund and the investment advisers other clients for providing brokerage and research services to the investment adviser.
Pursuant to the safe harbor provided in Section 28(e) of the Securities Exchange Act of 1934, as amended (Section 28(e)), a broker or dealer who executes a portfolio transaction may receive a commission that is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the investment adviser determines in good faith that such compensation was reasonable in relation to the value of the brokerage and research services provided. This determination may be made on the basis of either that particular transaction or on the basis of the overall responsibility which the investment adviser and its affiliates have for accounts over which they exercise investment discretion. Research Services as used herein includes any and all brokerage and research services to the extent permitted by Section 28(e). Generally, Research Services may include, but are not limited to, such matters as research, analytical and quotation services, data, information and other services products and materials which assist the investment adviser in the performance of its investment responsibilities. More specifically, Research Services may include general economic, political, business and market information, industry and company reviews, evaluations of securities and portfolio strategies and transactions, technical analysis of various aspects of the securities markets, recommendations as to the purchase and sale of securities and other portfolio transactions, certain financial, industry and trade publications, certain news and information services, and certain research oriented computer software, data bases and
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SAI dated June 1, 2013
services. Any particular Research Service obtained through a broker-dealer may be used by the investment adviser in connection with client accounts other than those accounts which pay commissions to such broker-dealer. Any such Research Service may be broadly useful and of value to the investment adviser in rendering investment advisory services to all or a significant portion of its clients, or may be relevant and useful for the management of only one clients account or of a few clients accounts, or may be useful for the management of merely a segment of certain clients accounts, regardless of whether any such account or accounts paid commissions to the broker-dealer through which such Research Service was obtained. The investment adviser evaluates the nature and quality of the various Research Services obtained through broker-dealer firms and may attempt to allocate sufficient portfolio security transactions to such firms to ensure the continued receipt of Research Services which the investment adviser believes are useful or of value to it in rendering investment advisory services to its clients. The investment adviser may also receive brokerage and Research Services from underwriters and dealers in fixed-price offerings.
Research Services provided by (and produced by) broker-dealers that execute portfolio transactions or from affiliates of executing broker-dealers are referred to as Proprietary Research. The investment adviser may and does consider the receipt of Proprietary Research Services as a factor in selecting broker dealers to execute client portfolio transactions, provided it does not compromise the investment advisers obligation to seek best overall execution. The investment adviser also may consider the receipt of Research Services under so called client commission arrangements or commission sharing arrangements (both referred to as CCAs) as a factor in selecting broker dealers to execute transactions, provided it does not compromise the investment advisers obligation to seek best overall execution. Under a CCA arrangement, the investment adviser may cause client accounts to effect transactions through a broker-dealer and request that the broker-dealer allocate a portion of the commissions paid on those transactions to a pool of commission credits that are paid to other firms that provide Research Services to the investment adviser. Under a CCA, the broker-dealer that provides the Research Services need not execute the trade. Participating in CCAs may enable the investment adviser to consolidate payments for research using accumulated client commission credits from transactions executed through a particular broker-dealer to periodically pay for Research Services obtained from and provided by other firms, including other broker-dealers that supply Research Services. The investment adviser believes that CCAs offer the potential to optimize the execution of trades and the acquisition of a variety of high quality Research Services that the investment adviser might not be provided access to absent CCAs. The investment adviser will only enter into and utilize CCAs to the extent permitted by Section 28(e).
The investment companies sponsored by the investment adviser or its affiliates also may allocate trades in such offerings to acquire information relating to the performance, fees and expenses of such companies and other investment companies, which information is used by the
members of the Board
of such companies to fulfill their responsibility to oversee the quality of the services provided to various entities, including the investment adviser, to such companies. Such companies may also pay cash for such information.
Securities considered as investments for each Fund may also be appropriate for other investment accounts managed by the investment adviser or its affiliates. Whenever decisions are made to buy or sell securities by each Fund and one or more of such other accounts simultaneously, the investment adviser will allocate the security transactions (including new issues) in a manner which it believes to be equitable under the circumstances. As a result of such allocations, there may be instances where each Fund will not participate in a transaction that is allocated among other accounts. If an aggregated order cannot be filled completely, allocations will generally be made on a pro rata basis. An order may not be allocated on a pro rata basis where, for example: (i) consideration is given to portfolio managers who have been instrumental in developing or negotiating a particular investment; (ii) consideration is given to an account with specialized investment policies that coincide with the particulars of a specific investment; (iii) pro rata allocation would result in odd-lot or de minimis amounts being allocated to a portfolio or other client; or (iv) where the investment adviser reasonably determines that departure from a pro rata allocation is advisable. While these aggregation and allocation policies could have a detrimental effect on the price or amount of the securities available to each Fund from time to time, it is the opinion of the
members
of the
Board
that the benefits from the investment adviser organization outweigh any disadvantage that may arise from exposure to simultaneous transactions.
The following table shows brokerage commissions paid during the fiscal years ended January 31,
2013,
2012
and
2011
, as well as the amount of Fund security transactions for the most recent fiscal year (if any) that were directed to firms that provided some Research Services to the investment adviser or its affiliates (see above), and the commissions paid in connection therewith.
Eaton Vance Tax-Advantaged Bond Strategies Funds
36
SAI dated June 1, 2013
|
Brokerage Commission Paid for the Fiscal Year Ended |
Amount of Transactions
|
Commissions Paid on
|
||
Fund |
1/31/13 |
1/31/12 |
1/31/11 |
1/31/13 |
1/31/13 |
Short Term Fund |
$ 0 |
$ 0 |
$ 0 |
$ 0 |
$ 0 |
Intermediate Term Fund |
$ 0 |
$ 0 |
$ 0 |
$ 0 |
$ 0 |
Long Term Fund |
$ 0 |
$ 0 |
$ 0 |
$ 0 |
$ 0 |
During the fiscal year ended January 31,
2013
, each Fund held no securities of its regular brokers or dealers, as that term is defined in Rule 10b-1 of the 1940 Act.
FINANCIAL STATEMENTS
The audited financial statements of, and the report of the independent registered public accounting firm for each Fund appear in its annual report to shareholders and are incorporated by reference into this SAI. A copy of each annual report accompanies this SAI.
Householding. Consistent with applicable law, duplicate mailings of shareholder reports and certain other Fund information to shareholders residing at the same address may be eliminated.
Registrant incorporates by reference the audited financial information and the reports of the independent registered public accounting firm for the Funds listed below for the fiscal year ended January 31, 2013, as previously filed electronically with the SEC:
Eaton Vance Tax-Advantaged Bond Strategies Short Term Fund
Eaton Vance Tax-Advantaged Bond Strategies Intermediate Term Fund
Eaton Vance Tax-Advantaged Bond Strategies Long Term Fund
(Accession No. 0001193125-13-129491)
ADDITIONAL INFORMATION ABOUT INVESTMENT STRATEGIES
Asset Coverage |
To the extent required by SEC guidelines, if a transaction exposes the Fund to an obligation of another party it will either: (1) enter an offsetting (covered) position for the same type of financial asset; or (2) segregate cash or liquid securities on the books of either the custodian or the investment adviser with a value sufficient at all times to cover its potential obligations not covered. Assets used as cover or segregated cannot be sold while the position(s) requiring cover is open unless replaced with other appropriate assets. As a result, if a large portion of assets is segregated or committed as cover, it could impede portfolio management or the ability to meet redemption requests or other current obligations. The types of transactions that may require asset coverage include (but are not limited to) reverse repurchase agreements, repurchase agreements, short sales, securities lending, forward contracts, options, forward commitments, futures contracts, when-issued securities, swap agreements, residual interest bonds and participation in revolving credit facilities. |
Eaton Vance Tax-Advantaged Bond Strategies Funds
37
SAI dated June 1, 2013
Eaton Vance Tax-Advantaged Bond Strategies Funds
38
SAI dated June 1, 2013
|
Valuations of such securities is highly speculative, however, dividends on auction rate preferred securities issued by a closed-end fund may be reported, generally on Form 1099, as exempt from federal income tax to the extent they are attributable to tax-exempt interest income earned by the Fund on the securities and distributed to holders of the preferred securities, provided that the preferred securities are treated as equity securities for federal income tax purposes, and the closed-end fund complies with certain requirements under the Code. Investments in auction rate preferred securities of closed-end funds are subject to limitations on investments in other U.S. registered investment companies, which limitations are prescribed by the 1940 Act. |
Average Effective Maturity |
Average effective maturity is a weighted average of all the maturities of bonds owned by the Fund. Average effective maturity takes into consideration all mortgage payments, puts and adjustable coupons. In the event the Fund invests in multiple Portfolios, its average weighted maturity is the sum of its allocable share of the average weighted maturity of each of the Portfolios in which it invests, which is determined by multiplying the Portfolios average weighted maturity by the Funds percentage ownership of that Portfolio. |
Borrowing for Investment Purposes |
Successful use of a borrowing strategy depends on the investment advisers ability to predict correctly interest rates and market movements. There is no assurance that a borrowing strategy will be successful. Upon the expiration of the term of the Funds existing credit arrangement, the lender may not be willing to extend further credit to the Fund or may be willing to do so at an increased cost to the Fund. If the Fund is not able to extend its credit arrangement, it may be required to liquidate holdings to repay amounts borrowed from the lender. Borrowing to increase investments generally will exaggerate the effect on the Funds net asset value of any increase or decrease in the value of the security purchased with the borrowings. Successful use of a borrowing strategy depends on the investment advisers ability to predict correctly interest rates and market movements. There can be no assurance that the use of borrowings will be successful. In connection with its borrowings, the Fund will be required to maintain specified asset coverage with respect to such borrowings by both the 1940 Act and the terms of its credit facility with the lender. The Fund may be required to dispose of portfolio investments on unfavorable terms if market fluctuations or other factors reduce the required asset coverage to less than the prescribed amount. Borrowings involve additional expense to the Fund. |
Borrowing for Temporary Purposes |
The Fund may borrow for temporary purposes (such as to satisfy redemption requests, to remain fully invested in advance of the settlement of share purchases, and to settle transactions). The Fund typically makes any such borrowings pursuant to an umbrella credit facility to which most of the Eaton Vance funds have access. The Funds ability to borrow under the credit facility is subject to its terms and conditions, which in some cases may limit the Funds ability to borrow under the facility. The credit facility is subject to an annual renewal, which cannot be assured. If the Fund does not have the ability to borrow for temporary purposes, it may be required to sell securities at inopportune times to meet short-term liquidity needs. Borrowings involve additional expense to the Fund. |
Eaton Vance Tax-Advantaged Bond Strategies Funds
39
SAI dated June 1, 2013
Build America Bonds |
Build America Bonds are taxable municipal obligations issued pursuant to the American Recovery and Reinvestment Act of 2009 (the Act) or other legislation providing for the issuance of taxable municipal debt on which the issuer receives federal support. Enacted in February 2009, the Act authorizes state and local governments to issue taxable bonds on which, assuming certain specified conditions are satisfied, issuers may either (i) receive reimbursement from the U.S. Treasury with respect to its interest payments on the bonds (direct pay Build America Bonds); or (ii) provide tax credits to investors in the bonds (tax credit Build America Bonds). Unlike most other municipal obligations, interest received on Build America Bonds is subject to federal income tax and may be subject to state income tax. Under the terms of the Act, issuers of direct pay Build America Bonds are entitled to receive reimbursement from the U.S. Treasury currently equal to 35% (or 45% in the case of Recovery Zone Economic Development Bonds) of the interest paid. Holders of tax credit Build America Bonds can receive a federal tax credit currently equal to 35% of the coupon interest received. The Fund may invest in principal only strips of tax credit Build America Bonds, which entitle the holder to receive par value of such bonds if held to maturity. The Fund does not expect to receive (or pass through to shareholders) tax credits as a result of its investments. The federal interest subsidy or tax credit continues for the life of the bonds. Build America Bonds are an alternative form of financing to state and local governments whose primary means for accessing the capital markets has been through issuance of tax-free municipal bonds. Build America Bonds can appeal to a broader array of investors than the high income U.S. taxpayers that have traditionally provided the market for municipal bonds. Build America Bonds may provide a lower net cost of funds to issuers. Pursuant to the terms of the Act, the issuance of Build America Bonds ceased on December 31, 2010. As a result, the availability of such bonds is limited and the market for the bonds and/or their liquidity may be affected. |
Call and Put Features on Obligations |
Issuers of obligations may reserve the right to call (redeem) the obligations. If an issuer redeems an obligation with a call right during a time of declining interest rates, the holder of the obligation may not be able to reinvest the proceeds in securities providing the same investment return as provided by the securities redeemed. Some obligations may have put or demand features that allow early redemption by the holder. Longer term fixed-rate bonds may give the holder a right to request redemption at certain times (often annually after the lapse of an intermediate term). This put or demand feature enhances an obligations liquidity by shortening its effective maturity and enables the security to trade at a price equal to or very close to par. If a demand feature terminates prior to being exercised, the holder of the obligation would be subject to the longer maturity of the obligation, which could experience substantially more volatility. Obligations with a put or demand feature are more defensive than conventional long term bonds (protecting to some degree against a rise in interest rates) while providing greater opportunity than comparable intermediate term bonds, because they can be retained if interest rates decline. |
Cash Equivalents |
Cash equivalents include short term, high quality, U.S. dollar denominated instruments such as commercial paper, certificates of deposit and bankers acceptances issued by U.S. or foreign banks, and Treasury bills and other obligations with a maturity of one year or less, including those issued or guaranteed by U.S. Government agencies and instrumentalities. See U.S. Government Securities below. Certificates of deposit are certificates issued against funds deposited in a commercial bank, are for a definite period of time, earn a specified rate of return, and are normally negotiable. Bankers acceptances are short-term credit instruments used to finance the import, export, transfer or storage of goods. They are termed accepted when a bank guarantees their payment at maturity. |
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The obligations of foreign branches of U.S. banks may be general obligations of the parent bank in addition to the issuing branch, or may be limited by the terms of a specific obligation and by governmental regulation. Payment of interest and principal upon these obligations may also be affected by governmental action in the country of domicile of the branch (generally referred to as sovereign risk). In addition, evidence of ownership of portfolio securities may be held outside of the U.S. and generally will be subject to the risks associated with the holding of such property overseas. Various provisions of U.S. law governing the establishment and operation of domestic branches do not apply to foreign branches of domestic banks. The obligations of U.S. branches of foreign banks may be general obligations of the parent bank in addition to the issuing branch, or may be limited by the terms of a specific obligation and by federal and state regulation as well as by governmental action in the country in which the foreign bank has its head office. |
Eaton Vance Tax-Advantaged Bond Strategies Funds
40
SAI dated June 1, 2013
Eaton Vance Tax-Advantaged Bond Strategies Funds
41
SAI dated June 1, 2013
Commodity-Related Investments |
The value of commodities investments will generally be affected by overall market movements and factors specific to a particular industry or commodity, which may include weather, embargoes, tariffs, and health, political, international and regulatory developments. Economic and other events (whether real or perceived) can reduce the demand for commodities, which may reduce market prices and cause the value of Fund shares to fall. The frequency and magnitude of such changes cannot be predicted. Exposure to commodities and commodities markets may subject the Fund to greater volatility than investments in traditional securities. No active trading market may exist for certain commodities investments, which may impair the ability of the Fund to sell or to realize the full value of such investments in the event of the need to liquidate such investments. In addition, adverse market conditions may impair the liquidity of actively traded commodities investments. Certain types of commodities instruments (such as total return swaps and commodity-linked notes) are subject to the risk that the counterparty to the instrument will not perform or will be unable to perform in accordance with the terms of the instrument. To the extent commodity-related investments are held through the Subsidiary, the Subsidiary is not subject to U.S. laws (including securities laws) and their protections. The Subsidiary is subject to the laws of the Cayman Islands, a foreign jurisdiction, and can be affected by developments in that jurisdiction. |
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Certain commodities are subject to limited pricing flexibility because of supply and demand factors. Others are subject to broad price fluctuations as a result of the volatility of the prices for certain raw materials and the instability of supplies of other materials. These additional variables may create additional investment risks and result in greater volatility than investments in traditional securities. The commodities which underlie commodity futures contracts and commodity swaps may be subject to additional economic and non-economic variables, such as drought, floods, weather, livestock disease, embargoes, tariffs, and international economic, political and regulatory developments. Unlike the financial futures markets, in the commodity futures markets there are costs of physical storage associated with purchasing the underlying commodity. The price of the commodity futures contract will reflect the storage costs of purchasing the physical commodity, including the time value of money invested in the physical commodity. To the extent that the storage costs for an underlying commodity change while the Fund is invested in futures contracts on that commodity, the value of the futures contract may change proportionately. |
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In the commodity futures markets, producers of the underlying commodity may decide to hedge the price risk of selling the commodity by selling futures contracts today to lock in the price of the commodity at delivery tomorrow. In order to induce speculators to purchase the other side of the same futures contract, the commodity producer generally must sell the futures contract at a lower price than the expected future spot price. Conversely, if most hedgers in the futures market are purchasing futures contracts to hedge against a rise in prices, then speculators will only sell the other side of the futures contract at a higher futures price than the expected future spot price of the commodity. The changing nature of the hedgers and speculators in the commodity markets will influence whether futures prices are above or below the expected future spot price, which can have significant implications for the Fund. If the nature of hedgers and speculators in futures markets has shifted when it is time for the Fund to reinvest the proceeds of a maturing contract in a new futures contract, the Fund might reinvest at higher or lower futures prices, or choose to pursue other investments. |
Common Stocks |
Common stock represents an equity ownership interest in the issuing corporation. Holders of common stock generally have voting rights in the issuer and are entitled to receive common stock dividends when, as and if declared by the corporations board of directors. Common stock normally occupies the most subordinated position in an issuers capital structure. Returns on common stock investments consist of any dividends received plus the amount of appreciation or depreciation in the value of the stock. |
Eaton Vance Tax-Advantaged Bond Strategies Funds
42
SAI dated June 1, 2013
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Although common stocks have historically generated higher average returns than fixed-income securities over the long term and particularly during periods of high or rising concerns about inflation, common stocks also have experienced significantly more volatility in returns and may not maintain their real value during inflationary periods. An adverse event, such as an unfavorable earnings report, may depress the value of a particular common stock. Also, the prices of common stocks are sensitive to general movements in the stock market and a drop in the stock market may depress the price of common stocks. Common stock prices fluctuate for many reasons, including changes in investors perceptions of the financial condition of an issuer or the general condition of the relevant stock market, or when political or economic events affecting the issuer occur. In addition, common stock prices may be sensitive to rising interest rates as the costs of capital rise and borrowing costs increase. |
Convertible Securities |
A convertible security is a bond, debenture, note, preferred security, or other security that entitles the holder to acquire common stock or other equity securities of the same or a different issuer. A convertible security entitles the holder to receive interest paid or accrued on debt or the dividend paid on preferred securities until the convertible security matures or is redeemed, converted or exchanged. Before conversion, convertible securities have characteristics similar to nonconvertible income securities in that they ordinarily provide a stable stream of income with generally higher yields than those of common stocks of the same or similar issuers, but lower yields than comparable nonconvertible securities. The value of a convertible security is influenced by changes in interest rates, with investment value declining as interest rates increase and increasing as interest rates decline. The credit standing of the issuer and other factors also may have an effect on the convertible securitys investment value. A convertible security ranks senior to common stock in a corporations capital structure but are usually subordinated to comparable nonconvertible securities. Convertible securities may be purchased for their appreciation potential when they yield more than the underlying securities at the time of purchase or when they are considered to present less risk of principal loss than the underlying securities. Generally speaking, the interest or dividend yield of a convertible security is somewhat less than that of a non-convertible security of similar quality issued by the same company. A convertible security may be subject to redemption at the option of the issuer at a price established in the convertible securitys governing instrument. |
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Convertible securities are issued and traded in a number of securities markets. Even in cases where a substantial portion of the convertible securities held by the Fund are denominated in U.S. dollars, the underlying equity securities may be quoted in the currency of the country where the issuer is domiciled. As a result, fluctuations in the exchange rate between the currency in which the debt security is denominated and the currency in which the share price is quoted will affect the value of the convertible security. With respect to convertible securities denominated in a currency different from that of the underlying equity securities, the conversion price may be based on a fixed exchange rate established at the time the securities are issued, which may increase the effects of currency risk. |
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Holders of convertible securities generally have a claim on the assets of the issuer prior to the common stockholders but may be subordinated to other debt securities of the same issuer. Certain convertible debt securities may provide a put option to the holder, which entitles the holder to cause the securities to be redeemed by the issuer at a premium over the stated principal amount of the debt securities under certain circumstances. |
Eaton Vance Tax-Advantaged Bond Strategies Funds
43
SAI dated June 1, 2013
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Certain convertible securities may include loss absorption characteristics that make the securities more equity like. This is particularly true in the financial services sector. While loss absorption language is relatively rare in the convertible securities markets today, it may become more prevalent. One convertible security with loss absorption characteristics is the contingent convertible security (sometimes referred to as a CoCo). These securities provide for mandatory conversion into common stock of the issuer under certain circumstances. The mandatory conversion might be automatically triggered for instance, if a company fails to meet the capital minimum described in the security, the companys regulator makes a determination that the security should convert, or the company receives specified levels of extraordinary public support. Since the common stock of the issuer may not pay a dividend, investors in these instruments could experience a reduced income rate, potentially to zero; and conversion would deepen the subordination of the investor, hence worsening standing in a bankruptcy. In addition, some such instruments have a set stock conversion rate that would cause an automatic write-down of capital if the price of the stock is below the conversion price on the conversion date. In another version of a security with loss absorption characteristics, the liquidation value of the security may be adjusted downward to below the original par value under certain circumstances similar to those which would trigger a CoCo. The write down of the par value would occur automatically and would not entitle the holders to seek bankruptcy of the company. In certain versions of the instruments, the notes will write down to zero under certain circumstances and investors could lose everything even as the issuer remains in business. |
Eaton Vance Tax-Advantaged Bond Strategies Funds
44
SAI dated June 1, 2013
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Synthetic convertible securities may include either cash-settled convertibles or manufactured convertibles. Cash-settled convertibles are instruments that are created by the issuer and have the economic characteristics of traditional convertible securities but may not actually permit conversion into the underlying equity securities in all circumstances. As an example, a private company may issue a cash-settled convertible that is convertible into common stock only if the company successfully completes a public offering of its common stock prior to maturity and otherwise pays a cash amount to reflect any equity appreciation. Manufactured convertibles are created by the investment adviser or another party by combining separate securities that possess one of the two principal characteristics of a convertible security, i.e. , fixed-income (fixed-income component) or a right to acquire equity securities (convertibility component). The fixed-income component is achieved by investing in nonconvertible fixed-income securities, such as nonconvertible bonds, preferred securities and money market instruments. The convertibility component is achieved by investing in call options, warrants, or other securities with equity conversion features (equity features) granting the holder the right to purchase a specified quantity of the underlying stocks within a specified period of time at a specified price or, in the case of a stock index option, the right to receive a cash payment based on the value of the underlying stock index. A manufactured convertible differs from traditional convertible securities in several respects. Unlike a traditional convertible security, which is a single security that has a unitary market value, a manufactured convertible is comprised of two or more separate securities, each with its own market value. Therefore, the total market value of such a manufactured convertible is the sum of the values of its fixed-income component and its convertibility component. More flexibility is possible in the creation of a manufactured convertible than in the purchase of a traditional convertible security. Because many corporations have not issued convertible securities, the investment adviser may combine a fixed-income instrument and an equity feature with respect to the stock of the issuer of the fixed-income instrument to create a synthetic convertible security otherwise unavailable in the market. The investment adviser may also combine a fixed-income instrument of an issuer with an equity feature with respect to the stock of a different issuer when the investment adviser believes such a manufactured convertible would better promote the Funds objective than alternative investments. For example, the investment adviser may combine an equity feature with respect to an issuers stock with a fixed-income security of a different issuer in the same industry to diversify the Funds credit exposure, or with a U.S. Treasury instrument to create a manufactured convertible with a higher credit profile than a traditional convertible security issued by that issuer. A manufactured convertible also is a more flexible investment in that its two components may be purchased separately and, upon purchasing the separate securities, combined to create a manufactured convertible. For example, the Fund may purchase a warrant for eventual inclusion in a manufactured convertible while postponing the purchase of a suitable bond to pair with the warrant pending development of more favorable market conditions. The value of a manufactured convertible may respond to certain market fluctuations differently from a traditional convertible security with similar characteristics. For example, in the event the Fund created a manufactured convertible by combining a short-term U.S. Treasury instrument and a call option on a stock, the manufactured convertible would be expected to outperform a traditional convertible of similar maturity that is convertible into that stock during periods when Treasury instruments outperform corporate fixed-income securities and underperform during periods when corporate fixed-income securities outperform Treasury instruments. |
Eaton Vance Tax-Advantaged Bond Strategies Funds
45
SAI dated June 1, 2013
Credit Linked Securities |
See also Derivative Instruments and Related Risks herein. Credit linked securities are issued by a limited purpose trust or other vehicle that, in turn, invests in a derivative instrument or basket of derivative instruments, such as credit default swaps, interest rate swaps, and other securities in order to provide exposure to certain fixed-income markets. Credit linked securities may be used as a cash management tool in order to gain exposure to a certain market and to remain fully invested when more traditional income producing securities are not available. Like an investment in a bond, investments in credit linked securities represent the right to receive periodic income payments (in the form of distributions) and payment of principal at the end of the term of the security. However, these payments are conditioned on the issuers receipt of payments from, and the issuers potential obligations to, the counterparties to the derivative instruments and other securities in which the issuer invests. An issuer may sell one or more credit default swaps, under which the issuer would receive a stream of payments over the term of the swap agreements provided that no event of default has occurred with respect to the referenced debt obligation upon which the swap is based. If a default occurs, the stream of payments may stop and the issuer would be obligated to pay the counterparty the par (or other agreed upon value) of the referenced debt obligation. This, in turn, would reduce the amount of income and principal that the holder of the credit linked security would receive. Credit linked securities generally will be exempt from registration under the 1933 Act. Accordingly, there may be no established trading market for the securities and they may constitute illiquid investments. |
Derivative Instruments and Related Risks |
Generally, derivatives can be characterized as financial instruments whose performance is derived at least in part from the performance of an underlying reference instrument. Derivative instruments may be acquired in the United States or abroad and include the various types of exchange-traded and over-the-counter (OTC) instruments described herein and other instruments with substantially similar characteristics and risks. Derivative instruments may be based on securities, indices, currencies, commodities, economic indicators and events (referred to as reference instruments). Fund obligations created pursuant to derivative instruments may be subject to the requirements described under Asset Coverage herein. |
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Derivative instruments are subject to a number of risks, including adverse or unexpected movements in the price of the reference instrument, and counterparty, liquidity, tax, correlation and leverage risks. Use of derivative instruments may cause the realization of higher amounts of short-term capital gains (generally taxed at ordinary income tax rates) than if such instruments had not been used. Success in using derivative instruments to hedge portfolio assets depends on the degree of price correlation between the derivative instruments and the hedged asset. Imperfect correlation may be caused by several factors, including temporary price disparities among the trading markets for the derivative instrument, the reference instrument and the Funds assets. To the extent that a derivative instrument is intended to hedge against an event that does not occur, the Fund may realize losses. |
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OTC derivative instruments involve an additional risk in that the issuer or counterparty may fail to perform its contractual obligations. Some derivative instruments are not readily marketable or may become illiquid under adverse market conditions. In addition, during periods of market volatility, a commodity exchange may suspend or limit trading in an exchange-traded derivative instrument, which may make the contract temporarily illiquid and difficult to price. Commodity exchanges may also establish daily limits on the amount that the price of a futures contract or futures option can vary from the previous days settlement price. Once the daily limit is reached, no trades may be made that day at a price beyond the limit. This may prevent the closing out of positions to limit losses. The staff of the SEC takes the position that certain purchased OTC options, and assets used as cover for written OTC options, are illiquid. The ability to terminate OTC derivative instruments may depend on the cooperation of the counterparties to such contracts. For thinly traded derivative instruments, the only source of price quotations may be the selling dealer or counterparty. In addition, certain provisions of the Code limit the use of derivative instruments. Derivatives permit the Fund to increase or decrease the level of risk, or change the character of the risk, to which its portfolio is exposed in much the same way as the Fund can increase or decrease the level of risk, or change the character of the risk, of its portfolio by making investments in specific securities. There can be no assurance that the use of derivative instruments will benefit the Fund. |
Eaton Vance Tax-Advantaged Bond Strategies Funds
46
SAI dated June 1, 2013
Direct Investments |
Direct investments include (i) the private purchase from an enterprise of an equity interest in the enterprise in the form of shares of common stock or equity interests in trusts, partnerships, joint ventures or similar enterprises, and (ii) the purchase of such an equity interest in an enterprise from a principal investor in the enterprise. At the time of making a direct investment, the Fund will enter into a shareholder or similar agreement with the enterprise and one or more other holders of equity interests in the enterprise. These agreements may, in appropriate circumstances, provide the ability to appoint a representative to the board of directors or similar body of the enterprise and for eventual disposition of the investment in the enterprise. Such a representative would be expected to monitor the investment and protect the Funds rights in the investment and would not be appointed for the purpose of exercising management or control of the enterprise. |
Diversified Status |
With respect to 75% of its total assets, an investment company that is registered with the SEC as a diversified fund: (1) may not invest more than 5% of its total assets in the securities of any one issuer (except obligations issued or guaranteed by the U.S. Government, its agencies or instrumentalities and securities of other investment companies); and (2) may not own more than 10% of the outstanding voting securities of any one issuer. |
Dividend Capture Trading |
In a dividend capture trade, the Fund sells a stock that has gone ex-dividend to purchase another stock paying a dividend before the next dividend of the stock being sold. The use of a dividend capture trading strategy exposes the Fund to higher portfolio turnover, increased trading costs and potential for capital loss or gain, particularly in the event of significant short-term price movements of stocks subject to dividend capture trading. |
Duration |
Duration measures the time-weighted expected cash flows of a fixed-income security, which can determine its sensitivity to changes in the general level of interest rates. Securities with longer durations generally tend to be more sensitive to interest rate changes than securities with shorter durations. A mutual fund with a longer dollar-weighted average duration generally can be expected to be more sensitive to interest rate changes than a fund with a shorter dollar-weighted average duration. Duration differs from maturity in that it considers a securitys coupon payments in addition to the amount of time until the security matures. Various techniques may be used to shorten or lengthen Fund duration. As the value of a security changes over time, so will its duration. The duration of a Fund that invests in multiple Portfolios is the sum of its allocable share of the duration of each of the Portfolios in which it invests, which is determined by multiplying the Portfolios duration by the Funds percentage ownership of that Portfolio. |
Emerging Market Investments |
The risks described under Foreign Investments herein generally are heightened in connection with investments in emerging markets. Also, investments in securities of issuers domiciled in countries with emerging capital markets may involve certain additional risks that do not generally apply to investments in securities of issuers in more developed capital markets, such as (i) low or non-existent trading volume, resulting in a lack of liquidity and increased volatility in prices for such securities, as compared to securities of comparable issuers in more developed capital markets; (ii) uncertain national policies and social, political and economic instability, increasing the potential for expropriation of assets, confiscatory taxation, high rates of inflation or unfavorable diplomatic developments; (iii) possible fluctuations in exchange rates, differing legal systems and the existence or possible imposition of exchange controls, custodial restrictions or other foreign or U.S. governmental laws or restrictions applicable to such investments; (iv) national policies that may limit investment opportunities, such as restrictions on investment in issuers or industries deemed sensitive to national interests; and (v) the lack or relatively early development of legal structures governing private and foreign investments and private property. Trading practices in emerging markets also may be less developed, resulting in inefficiencies relative to trading in more developed markets, which may result in increased transaction costs. |
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Repatriation of investment income, capital and proceeds of sales by foreign investors may require governmental registration and/or approval in emerging market countries. There can be no assurance that repatriation of income, gain or initial capital from these countries will occur. In addition to withholding taxes on investment income, some countries with emerging markets may impose differential capital gains taxes on foreign investors. |
Eaton Vance Tax-Advantaged Bond Strategies Funds
47
SAI dated June 1, 2013
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Political and economic structures in emerging market countries may undergo significant evolution and rapid development, and these countries may lack the social, political and economic stability characteristic of more developed countries. In such a dynamic environment, there can be no assurance that any or all of these capital markets will continue to present viable investment opportunities. In the past, governments of such nations have expropriated substantial amounts of private property, and most claims of the property owners have never been fully settled. There is no assurance that such expropriations will not reoccur. In such an event, it is possible that the entire value of an investment in the affected market could be lost. In addition, unanticipated political or social developments may affect the value of investments in these countries and the availability of additional investments. The small size and inexperience of the securities markets in certain of these countries and the limited volume of trading in securities in these countries may make investments in the countries illiquid and more volatile than investments in developed markets. |
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Also, there may be less publicly available information about issuers in emerging markets than would be available about issuers in more developed capital markets, and such issuers may not be subject to accounting, auditing and financial reporting standards and requirements comparable to those to which U.S. companies are subject. In certain countries with emerging capital markets, reporting standards vary widely. As a result, traditional investment measurements used in the United States, such as price/earnings ratios, may not be applicable. Certain emerging market securities may be held by a limited number of persons. This may adversely affect the timing and pricing of the acquisition or disposal of securities. The prices at which investments may be acquired may be affected by trading by persons with material non-public information and by securities transactions by brokers in anticipation of transactions in particular securities. |
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Practices in relation to settlement of securities transactions in emerging markets involve higher risks than those in developed markets, in part because brokers and counterparties in such markets may be less well capitalized, and custody and registration of assets in some countries may be unreliable. The possibility of fraud, negligence, undue influence being exerted by the issuer or refusal to recognize ownership exists in some emerging markets. As an alternative to investing directly in emerging markets, exposure may be obtained through derivative investments. |
Equity Investments |
Equity investments include common and preferred stocks (see Preferred Securities); depositary receipts; equity interests in trusts, partnerships, joint ventures and other unincorporated entities or enterprises; convertible preferred securities and other convertible debt instruments; and warrants. |
Equity Linked Securities |
See also Derivative Instruments and Related Risks herein. Equity linked securities are privately issued securities whose investment results are designed to correspond generally to the performance of a specified stock index or basket of securities, or sometimes a single stock. These securities are used for many of the same purposes as derivative instruments and share many of the same risks. Equity linked securities may be considered illiquid and thus subject to the Funds restrictions on investments in illiquid securities. |
Eaton Vance Tax-Advantaged Bond Strategies Funds
48
SAI dated June 1, 2013
Events Regarding FNMA and FHLMC |
The value of FNMA and FHLMC securities fell sharply in 2008 due to concerns that these agencies did not have sufficient capital to offset losses. In mid-2008, the U.S. Treasury Department was authorized to increase the size of home loans that FNMA and FHLMC could purchase in certain residential areas and, until 2009, to lend FNMA and FHLMC emergency funds and to purchase the companies stock. In September 2008, the U.S. Treasury Department announced that FNMA and FHLMC had been placed in conservatorship by the Federal Housing Finance Agency (FHFA), a newly created independent regulator. In connection with the conservatorship, the U.S. Treasury Department entered into Senior Preferred Stock Purchase Agreements (PSPAs) under which, if the FHFA determines that the liabilities of FNMA and FHLMC have exceeded their assets under generally accepted accounting principles, the U.S. Treasury Department will contribute cash capital to the company in an amount equal to the difference between liabilities and assets. The PSPAs are designed to provide protection to the senior and subordinated debt and the MBS issued by FNMA and FHLMC. On February 18, 2009, the U.S. Treasury Department announced that it was doubling the size of its commitment to each of FNMA and FHLMC under the Senior Preferred Stock Program to $200 billion. The U.S. Treasury Departments obligations under the Senior Preferred Stock Program are for an indefinite period of time for a maximum amount of $200 billion per entity. FNMA and FHLMC are continuing to operate as going concerns while in conservatorship, and each remains liable for all of its obligations, including its guaranty obligations, associated with its mortgage-backed securities. The Senior Preferred Stock Purchase Agreement is intended to enhance each of FNMA and FHLMCs ability to meet its obligations. FHFA has indicated that the conservatorship of each entity will end when the director of FHFA determines that FHFAs plan to restore the entity to a safe and solvent condition has been completed. No assurance can be given that the U.S. Treasury Department initiatives discussed above with respect to the debt and mortgage-backed securities issued by FNMA and FHLMC will be successful. |
Exchange-Traded Funds (ETFs) |
ETFs are pooled investment vehicles that are designed to provide investment results corresponding to an index. These indexes may be either broad-based, sector or international. ETFs usually are units of beneficial interest in an investment trust or represent undivided ownership interests in a portfolio of securities (or commodities), in each case with respect to a portfolio of all or substantially all of the component securities of, and in substantially the same weighting as, the relevant benchmark index. ETFs are designed to provide investment results that generally correspond to the price and yield performance of the component securities (or commodities) of the benchmark index. ETFs are listed on an exchange and trade in the secondary market on a per-share basis. The values of ETFs are subject to change as the values of their respective component securities (or commodities) fluctuate according to market volatility. Investments in ETFs may not exactly match the performance of a direct investment in the respective indices to which they are intended to correspond due to the temporary unavailability of certain index securities in the secondary market or other extraordinary circumstances, such as discrepancies with respect to the weighting of securities. Typically, the ETF bears its own operational expenses, which are deducted from its assets. To the extent that the Fund invests in ETFs, the Fund must bear these expenses in addition to the expenses of its own operation. |
Exchange-Traded Notes (ETNs) |
ETNs are senior, unsecured, unsubordinated debt securities whose returns are linked to the performance of a particular market benchmark or strategy minus applicable fees. ETNs are traded on an exchange during normal trading hours. However, investors can also hold the ETN until maturity. At maturity, the issuer pays to the investor a cash amount equal to the principal amount, subject to the days market benchmark or strategy factor. |
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ETNs do not make periodic coupon payments or provide principal protection. ETNs are subject to credit risk and the value of the ETN may drop due to a downgrade in the issuers credit rating, despite the underlying market benchmark or strategy remaining unchanged. The value of an ETN may also be influenced by time to maturity, level of supply and demand for the ETN, volatility and lack of liquidity in underlying assets, changes in the applicable interest rates, changes in the issuers credit rating, and economic, legal, political, or geographic events that affect the referenced underlying asset. When the Fund invests in ETNs it will bear its proportionate share of any fees and expenses borne by the ETN. The Funds decision to sell its ETN holdings may be limited by the availability of a secondary market. In addition, although an ETN may be listed on an exchange, the issuer may not be required to maintain the listing and there can be no assurance that a secondary market will exist for an ETN. |
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ETNs are subject to tax risk. No assurance can be given that the IRS will accept, or a court will uphold, how the Fund characterizes and treats ETNs for tax purposes. Further, the IRS and Congress are considering proposals that would change the timing and character of income and gains from ETNs. |
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An ETN that is tied to a specific market benchmark or strategy may not be able to replicate and maintain exactly the composition and relative weighting of securities, commodities or other components in the applicable market benchmark or strategy. Some ETNs that use leverage can, at times, be relatively illiquid and, thus, they may be difficult to purchase or sell at a fair price. Leveraged ETNs are subject to the same risk as other instruments that use leverage in any form. |
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The market value of ETN shares may differ from that of their market benchmark or strategy. This difference in price may be due to the fact that the supply and demand in the market for ETN shares at any point in time is not always identical to the supply and demand in the market for the securities, commodities or other components underlying the market benchmark or strategy that the ETN seeks to track. As a result, there may be times when an ETN share trades at a premium or discount to its market benchmark or strategy. |
Fixed-Income Securities |
Fixed-income securities are used by issuers to borrow money. Fixed-income securities include bonds, preferred, preference and convertible securities, notes, debentures, asset-backed securities (including those backed by mortgages), loan participations and assignments, equipment lease certificates, equipment trust certificates and conditional sales contracts. Generally, issuers of fixed-income securities pay investors periodic interest and repay the amount borrowed either periodically during the life of the security and/or at maturity. Some fixed-income securities, such as zero coupon bonds, do not pay current interest, but are purchased at a discount from their face values, and values accumulate over time to face value at maturity. The market prices of fixed-income securities fluctuate depending on such factors as interest rates, credit quality and maturity. In general, market prices of fixed-income securities decline when interest rates rise and increase when interest rates fall. Fixed-income securities are subject to risk factors such as sensitivity to interest rate and real or perceived changes in economic conditions, payment expectations, liquidity and valuation. Fixed-income securities with longer maturities (for example, over ten years) are more affected by changes in interest rates and provide less price stability than securities with short-term maturities (for example, one to ten years). Fixed-income securities bear the risk of principal and interest default by the issuer, which will be greater with higher yielding, lower grade securities. During an economic downturn, the ability of issuers to service their debt may be impaired. The rating assigned to a fixed-income security by a rating agency does not reflect assessment of the volatility of the securitys market value or of the liquidity of an investment in the securities. Credit ratings are based largely on the issuers historical financial condition and a rating agencys investment analysis at the time of rating, and the rating assigned to any particular security is not necessarily a reflection of the issuers current financial condition. Credit quality can change from time to time, and recently issued credit ratings may not fully reflect the actual risks posed by a particular high yield security. If relevant to the Fund(s) in this SAI, corporate bond ratings are described in an appendix to the SAI (see the table of contents). While typically paying a fixed rate of income, preferred securities may be considered to be equity securities for purposes of the Funds investment restrictions. |
Foreign Currency Transactions |
As measured in U.S. dollars, the value of assets denominated in foreign currencies may be affected favorably or unfavorably by changes in foreign currency rates and exchange control regulations. Currency exchange rates can also be affected unpredictably by intervention by U.S. or foreign governments or central banks, or the failure to intervene, or by currency controls or political developments in the United States or abroad. Foreign currency exchange transactions may be conducted on a spot ( i.e. , cash) basis at the spot rate prevailing in the foreign currency exchange market or through entering into derivative currency transactions (see Forward Foreign Currency Exchange Contracts, Option Contracts, Futures Contracts and Swap Agreements Currency Swaps herein). Currency transactions are subject to the risk of a number of complex political and economic factors applicable to the countries issuing the underlying currencies. Furthermore, unlike trading in most other types of instruments, there is no systematic reporting of last sale information with respect to the foreign currencies underlying the derivative currency transactions. As a result, available information may not be complete. In an over-the-counter trading environment, there are no daily price fluctuation limits. |
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Foreign Investments |
Investing in securities issued by companies whose principal business activities are outside the United States may involve significant risks not present in domestic investments. For example, because foreign companies may not be subject to uniform accounting, auditing and financial reporting standards, practices and requirements and regulatory measures comparable to those applicable to U.S. companies, there may be less publicly available information about a foreign company than about a domestic company. Volume and liquidity in most foreign debt markets is less than in the United States and securities of some foreign companies are less liquid and more volatile than securities of comparable U.S. companies. There is generally less government supervision and regulation of securities exchanges, broker-dealers and listed companies than in the United States. In addition, with respect to certain foreign countries, there is the possibility of nationalization, expropriation or confiscatory taxation, currency blockage, political or social instability, or diplomatic developments, which could affect investments in those countries. Any of these actions could adversely affect securities prices, impair the Funds ability to purchase or sell foreign securities, or transfer the Funds assets or income back to the United States, or otherwise adversely affect Fund operations. In the event of nationalization, expropriation or confiscation, the Fund could lose its entire investment in that country. |
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Other potential foreign market risks include exchange controls, difficulties in valuing securities, defaults on foreign government securities, and difficulties of enforcing favorable legal judgments in foreign courts. Moreover, individual foreign economies may differ favorably or unfavorably from the U.S. economy in such respects as growth of gross national product, reinvestment of capital, rate of inflation, capital reinvestment, resource self-sufficiency, and balance of payments position. Certain economies may rely heavily on particular industries or foreign capital and are more vulnerable to diplomatic developments, the imposition of economic sanctions against a particular country or countries, changes in international trading patterns, trade barriers, and other protectionist or retaliatory measures. Foreign securities markets, while growing in volume and sophistication, are generally not as developed as those in the United States. Foreign countries may not have the infrastructure or resources to respond to natural and other disasters that interfere with economic activities, which may adversely affect issuers located in such countries. |
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Settlement and clearance procedures in certain foreign markets differ significantly from those in the United States. Payment for securities before delivery may be required and in some countries delayed settlements are customary, which increases the Funds risk of loss. The Fund generally holds its foreign securities and related cash in foreign banks and securities depositories. Some foreign banks and securities depositories may be recently organized or new to the foreign custody business. In addition, there may be limited or no regulatory oversight over their operations. Also, the laws of certain countries may put limits on the Funds ability to recover its assets if a foreign bank, depository or issuer of a security or any of their agents goes bankrupt. Certain countries may require withholding on dividends paid on portfolio securities and on realized capital gains. |
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In addition, it is often more expensive to buy, sell and hold securities in certain foreign markets than in the United States. Foreign brokerage commissions are generally higher than commissions on securities traded in the United States and may be non-negotiable. The fees paid to foreign banks and securities depositories generally are higher than those charged by U.S. banks and depositories. The increased expense of investing in foreign markets reduces the amount earned on investments and typically results in a higher operating expense ratio for the Fund as compared to investment companies that invest only in the United States. |
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Depositary receipts (including American Depositary Receipts (ADRs) and Global Depositary Receipts GDRs)) are certificates evidencing ownership of shares of a foreign issuer and are alternatives to directly purchasing the underlying foreign securities in their national markets and currencies. However, they continue to be subject to many of the risks associated with investing directly in foreign securities. These risks include the political and economic risks of the underlying issuers country, as well as in the case of depositary receipts traded on foreign markets, exchange risk. Depositary receipts may be sponsored or unsponsored. Unsponsored depositary receipts are established without the participation of the issuer. As a result, available information concerning the issuer of an unsponsored depository receipt may not be as current as for sponsored depositary receipts, and the prices of unsponsored depositary receipts may be more volatile than if such instruments were sponsored by the issuer. Unsponsored depositary receipts may involve higher expenses, may not pass through voting or other shareholder rights and they may be less liquid. |
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Unless otherwise provided in the Prospectus, in determining the domicile of an issuer, the investment adviser may consider the domicile determination of the Funds benchmark index or a leading provider of global indexes and may take into account such factors as where the companys securities are listed, and where the company is legally organized, maintains principal corporate offices and/or conducts its principal operations. |
Forward Foreign Currency Exchange Contracts |
See also Derivative Instruments and Related Risks herein. A forward foreign currency exchange contract involves an obligation to purchase or sell a specific currency at a future date, which may be any fixed number of days from the date of the contract agreed upon by the parties, at a price set at the time of the contract. These contracts may be bought or sold to protect against an adverse change in the relationship between currencies or to increase exposure to a particular foreign currency. Cross-hedging may be done by using forward contracts in one currency (or basket of currencies) to hedge against fluctuations in the value of instruments denominated in a different currency (or the basket of currencies and the underlying currency). Use of a different foreign currency (for hedging or non-hedging purposes) magnifies exposure to foreign currency exchange rate fluctuations. Forward foreign currency exchange contracts are individually negotiated and privately traded so they are dependent upon the creditworthiness of the counterparty. The precise matching of the forward contract amounts and the value of the instruments denominated in the corresponding currencies will not generally be possible. In addition, it may not be possible to hedge against long-term currency changes. |
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When a currency is difficult to hedge or to hedge against the U.S. dollar, the Fund may enter into a forward contract to sell a currency whose changes in value are generally considered to be linked to such currency. Currency transactions can result in losses if the currency being hedged fluctuates in value to a degree or in a direction that is not anticipated. In addition, there is the risk that the perceived linkage between various currencies may not be present or may not be present during the particular time the hedge is in place. If the Fund purchases a bond denominated in a foreign currency with a higher interest rate than is available on U.S. bonds of a similar maturity, the additional yield on the foreign bond could be substantially reduced or lost if the Fund were to enter into a direct hedge by selling the foreign currency and purchasing the U.S. dollar. |
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Some of the forward foreign currency exchange contracts may be classified as non-deliverable forwards (NDFs). NDFs are cash-settled, forward contracts that may be thinly traded. NDFs are commonly quoted for time periods of one month up to two years, and are normally quoted and settled in U.S. dollars, but may be settled in other currencies. They are often used to gain exposure to or hedge exposure to foreign currencies that are not internationally traded. NDFs may also be used to gain or hedge exposure to gold. |
Forward Rate Agreements |
See also Derivative Instruments and Related Risks herein. Under a forward rate agreement, the buyer locks in an interest rate at a future settlement date. If the interest rate on the settlement date exceeds the lock rate, the buyer pays the seller the difference between the two rates. If the lock rate exceeds the interest rate on the settlement date, the seller pays the buyer the difference between the two rates. Any such gain received by the Fund would be taxable. These instruments are traded in the OTC market. |
Fund Investing in a Portfolio |
The Board may discontinue the Funds investment in one or more Portfolios if it determines that it is in the best interest of the Fund and its shareholders to do so. In such an event, the Board would consider what action might be taken, including investing Fund assets in another pooled investment entity or retaining an investment adviser to manage Fund assets in accordance with its investment objective(s). The Funds investment performance and expense ratio may be affected if its investment structure is changed or if another Portfolio investor withdraws all or a portion of its investment in the Portfolio. |
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Futures Contracts |
See also Derivative Instruments and Related Risks herein. Futures contracts are standardized contracts that obligate a purchaser to take delivery, and a seller to make delivery, of a specific amount of the underlying reference instrument at a specified future date at a specified price. These contracts are traded on exchanges, so that, in most cases, either party can close out its position on the exchange for cash, without delivering the underlying asset. Upon purchasing or selling a futures contract, a purchaser or seller is required to deposit collateral (initial margin). Each day thereafter until the futures position is closed, the purchaser or seller will pay additional margin (variation margin) representing any loss experienced as a result of the futures position the prior day or be entitled to a payment representing any profit experienced as a result of the futures position the prior day. A public market exists in futures contracts covering a number of indexes as well as financial instruments and foreign currencies. It is expected that other futures contracts will be developed and traded in the future. In computing daily net asset value, the Fund will mark to market its open futures positions. The Fund is also required to deposit and maintain margin with respect to put and call options on futures contracts written by it. Futures contracts are traded on exchanges or boards of trade that are licensed by the CFTC and must be executed through a futures commission merchant or brokerage firm that is a member of the relevant exchange or board. |
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Although some futures contracts call for making or taking delivery of the underlying reference instrument, generally these obligations are closed out prior to delivery by offsetting purchases or sales of matching futures contracts (same exchange, underlying security or index, and delivery month). Closing a futures contract sale is effected by purchasing a futures contract for the same aggregate amount of the specific type of financial instrument or commodity with the same delivery date. If an offsetting purchase price is less than the original sale price, the Fund realizes a capital gain, or if it is more, the Fund realizes a capital loss. Conversely, if an offsetting sale price is more than the original purchase price, the Fund realizes a capital gain, or if it is less, the Fund realizes a capital loss. |
Global Natural Resources Companies |
To the extent described in the Prospectus, the Fund may concentrate its investments in global natural resources companies. |
Health Sciences Companies |
To the extent described in the Prospectus, the Fund may concentrate its investments in health sciences companies. |
High Yield Securities |
High yield securities (commonly referred to as junk bonds) are considered to be of below investment grade quality and generally provide greater income potential and/or increased opportunity for capital appreciation than investments in higher quality debt securities but they also typically entail greater potential price volatility and principal and income risk. High yield securities may be subject to higher risk and include certain corporate debt obligations, higher yielding preferred securities and mortgage-related securities, and securities convertible into the foregoing. They are regarded as predominantly speculative with respect to the entitys continuing ability to meet principal and interest payments. Also, their yields and market values may fluctuate more than higher rated securities. Fluctuations in value do not affect the cash income from the securities, but are reflected in the Funds net asset value. The greater risks and fluctuations in yield and value occur, in part, because investors generally perceive issuers of lower rated and unrated securities to be less creditworthy. The secondary market on which high yield securities are traded may be less liquid than the market for higher grade securities. |
Hybrid Instruments |
A hybrid instrument is a type of potentially high-risk derivative that combines a traditional stock, bond, or commodity with an option or forward contract. Generally, the principal amount, amount payable upon maturity or redemption, or interest rate of a hybrid is tied (positively or negatively) to the price of some commodity, currency or securities index or another interest rate or some other economic factor (each a benchmark). The interest rate or (unlike most fixed-income securities) the principal amount payable at maturity of a hybrid security may be increased or decreased, depending on changes in the value of the benchmark. An example of a hybrid instrument is a bond issued by an oil company that pays a small base level of interest with additional interest that accrues in correlation to the extent to which oil prices exceed a certain predetermined level. Such a hybrid instrument would be a combination of a bond and a call option on oil. |
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The risks of investing in hybrid instruments reflect a combination of the risks of investing in securities, options, futures and currencies. An investment in a hybrid instrument may entail significant risks that are not associated with a similar investment in a traditional debt instrument that has a fixed principal amount, is denominated in U.S. dollars or bears interest either at a fixed rate or a floating rate determined by reference to a common, nationally published benchmark. The risks of a particular hybrid instrument will depend upon the terms of the instrument, but may include the possibility of significant changes in the benchmark(s) or the prices of the underlying assets to which the instrument is linked. Such risks generally depend upon factors unrelated to the operations or credit quality of the issuer of the hybrid instrument, which may not be foreseen by the purchaser, such as economic and political events, the supply and demand of the underlying assets and interest rate movements. Hybrid instruments may be highly volatile and their use by the Fund may not be successful. Hybrid instruments may also carry liquidity risk since the instruments are often customized to meet the portfolio needs of a particular investor, and therefore, the number of investors that are willing and able to buy such instruments in the secondary market may be smaller than that for more traditional debt securities. |
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Hybrid instruments may bear interest or pay preferred dividends at below market (or even relatively nominal) rates. Alternatively, hybrid instruments may bear interest at above market rates but bear an increased risk of principal loss (or gain). The latter scenario may result if leverage is used to structure the hybrid instrument. Leverage risk occurs when the hybrid instrument is structured so that a given change in a benchmark or underlying asset is multiplied to produce a greater value change in the hybrid instrument, thereby magnifying the risk of loss as well as the potential for gain. |
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Hybrid instruments are potentially more volatile and carry greater market risks than traditional debt instruments. Depending on the structure of the particular hybrid instrument, changes in a benchmark may be magnified by the terms of the hybrid instrument and have an even more dramatic and substantial effect upon the value of the hybrid instrument. Also, the prices of the hybrid instrument and the benchmark or underlying asset may not move in the same direction or at the same time. |
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Hybrids can be used as an efficient means of pursuing a variety of investment goals, including currency hedging, duration management, and increased total return and creating exposure to a particular market or segment of that market. The value of a hybrid or its interest rate may be a multiple of a benchmark and, as a result, may be leveraged and move (up or down) more steeply and rapidly than the benchmark. These benchmarks may be sensitive to economic and political events, such as commodity shortages and currency devaluations, which cannot be readily foreseen by the purchaser of a hybrid. Under certain conditions, the redemption value of a hybrid could be zero. The purchase of hybrids also exposes the Fund to the credit risk of the issuer of the hybrids. These risks may cause significant fluctuations in the net asset value of the Fund. |
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Certain hybrid instruments may provide exposure to the commodities markets. These are derivative securities with one or more commodity-linked components that have payment features similar to commodity futures contracts, commodity options, or similar instruments. Commodity-linked hybrid instruments may be either equity or debt securities, leveraged or unleveraged, and are considered hybrid instruments because they have both security and commodity-like characteristics. A portion of the value of these instruments may be derived from the value of a commodity, futures contract, index or other economic variable. The Fund will invest only in commodity-linked hybrid instruments that qualify under applicable rules of the CFTC for an exemption from the provisions of the CEA. Certain issuers of structured products such as hybrid instruments may be deemed to be investment companies as defined in the 1940 Act. As a result, the Funds investments in these products may be subject to limits applicable to investments in investment companies and may be subject to restrictions contained in the 1940 Act. |
Illiquid Securities |
Illiquid securities include securities legally restricted as to resale, and may include commercial paper issued pursuant to Section 4(2) of the 1933 Act and securities eligible for resale pursuant to Rule 144A thereunder. Section 4(2) and Rule 144A securities may, however, be treated as liquid by the investment adviser pursuant to procedures adopted by the Board, which require consideration of factors such as trading activity, availability of market quotations and number of dealers willing to purchase the security. Even if determined to be liquid, Rule 144A securities may increase the level of portfolio illiquidity if eligible buyers become uninterested in purchasing such securities. |
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It may be difficult to sell illiquid securities at a price representing fair value until such time as the securities may be sold publicly. It also may be more difficult to determine the fair value of such securities for purposes of computing the Funds net asset value. Where registration is required, a considerable period of time may elapse between a decision to sell the securities and the time when it would be permitted to sell. Thus, the Fund may not be able to obtain as favorable a price as that prevailing at the time of the decision to sell. The Fund may incur additional expense when disposing of illiquid securities, including all or a portion of the cost to register the securities. The Fund also may acquire securities through private placements under which it may agree to contractual restrictions on the resale of such securities that are in addition to applicable legal restrictions. Such restrictions might prevent the sale of such securities at a time when such sale would otherwise be desirable. |
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At times, a portion of the Funds assets may be invested in securities as to which the Fund, by itself or together with other accounts managed by the investment adviser and its affiliates, holds a major portion or all of such securities. Under adverse market or economic conditions or in the event of adverse changes in the financial condition of the issuer, the Fund could find it more difficult to sell such securities when the investment adviser believes it advisable to do so or may be able to sell such securities only at prices lower than if such securities were more widely held. It may also be more difficult to determine the fair value of such securities for purposes of computing the Funds net asset value. |
Indexed Securities |
See also Derivative Instruments and Related Risks herein. Indexed securities are securities that fluctuate in value with an index. The interest rate or, in some cases, the principal payable at the maturity of an indexed security may change positively or inversely in relation to one or more interest rates, financial indices, securities prices or other financial indicators (reference prices). An indexed security may be leveraged to the extent that the magnitude of any change in the interest rate or principal payable on an indexed security is a multiple of the change in the reference price. Thus, indexed securities may decline in value due to adverse market changes in reference prices. Because indexed securities derive their value from another instrument, security or index, they are considered derivative debt securities, and are subject to different combinations of prepayment, extension, interest rate and/or other market risks. Indexed securities may include interest only (IO) and principal only (PO) securities, floating rate securities linked to the Cost of Funds Index (COFI floaters), other lagging rate floating securities, floating rate securities that are subject to a maximum interest rate (capped floaters), leveraged floating rate securities (super floaters), leveraged inverse floating rate securities (inverse floaters), dual index floaters, range floaters, index amortizing notes and various currency indexed notes. Indexed securities may be issued by the U.S. Government or one of its agencies or instrumentalities or, if privately issued, collateralized by mortgages that are insured, guaranteed or otherwise backed by the U.S. Government, its agencies or instrumentalities. |
Inflation-Indexed (or Inflation-Linked) Bonds |
Inflation-indexed bonds are fixed-income securities the principal value of which is periodically adjusted according to the rate of inflation. Inflation-indexed bonds are issued by governments, their agencies or instrumentalities and corporations. Two structures are common: The U.S. Treasury and some other issuers use a structure that accrues inflation into the principal value of the bond. Most other issuers pay out the inflation accruals as part of a semiannual coupon. The principal amount of an inflation-indexed bond is adjusted in response to changes in the level of inflation. Repayment of the original bond principal upon maturity (as adjusted for inflation) is guaranteed in the case of U.S. Treasury inflation-indexed bonds, and therefore, the principal amount of such bonds cannot be reduced below par even during a period of deflation. However, the current market value of these bonds is not guaranteed and will fluctuate, reflecting the risk of changes in their yields. In certain jurisdictions outside the United States, the repayment of the original bond principal upon the maturity of an inflation-indexed bond is not guaranteed, allowing for the amount of the bond repaid at maturity to be less than par. The interest rate for inflation-indexed bonds is fixed at issuance as a percentage of this adjustable principal. Accordingly, the actual interest income may both rise and fall as the principal amount of the bonds adjusts in response to movements in the Consumer Price Index. |
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Loan Facility |
Senior Debt Portfolio may employ borrowings and leverage as described in the Prospectus. The Portfolio has entered into a commercial paper program and liquidity facility subject to the terms of an Order of the SEC (Release No. 26320) granting an exemption from Section 18(f)(1) of the 1940 Act. The program, administered by Citicorp North America, Inc., is with certain conduit lenders who issue commercial paper, in an amount up to $640 million through which the Portfolio employs leverage pursuant to its investment guidelines and subject to the risks described in the Prospectus. Under the terms of the program, the Portfolio pays an annual fee equal to 0.65% on its outstanding borrowings for the administration of the program and an annual fee of either 0.35% or 0.45% on the total commitment amount depending on the amount of outstanding borrowings, as well as interest on advances under the program. |
Loans |
Loans may be primary, direct investments or investments in loan assignments or participation interests. A loan assignment represents a portion or the entirety of a loan and a portion of the entirety of a position previously attributable to a different lender. The purchaser of an assignment typically succeeds to all the rights and obligations under the loan agreement and has the same rights and obligations as the assigning investor. However, assignments through private negotiations may cause the purchaser of an assignment to have different and more limited rights than those held by the assigning investor. Loan participation interests are interests issued by a lender or other entity and represent a fractional interest in a loan. The Fund typically will have a contractual relationship only with the financial institution that issued the participation interest. As a result, the Fund may have the right to receive payments of principal, interest and any fees to which it is entitled only from the financial institution and only upon receipt by such entity of such payments from the borrower. In connection with purchasing a participation interest, the Fund generally will have no right to enforce compliance by the borrower with the terms of the loan agreement, nor any rights with respect to any funds acquired by other investors through set-off against the borrower and the Fund may not directly benefit from the collateral supporting the loan in which it has purchased the participation interest. As a result, the Fund may assume the credit risk of both the borrower and the financial institution issuing the participation interest. In the event of the insolvency of the entity issuing a participation interest, the Fund may be treated as a general creditor of such entity. |
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Loans may be originated by a lending agent, such as a financial institution or other entity, on behalf of a group or syndicate of loan investors (the Loan Investors). In such a case, the agent administers the terms of the loan agreement and is responsible for the collection of principal, and interest payments from the borrower and the apportionment of these payments to the Loan Investors. Failure by the agent to fulfill its obligations may delay or adversely affect receipt of payment by the Fund. Furthermore, unless under the terms of a loan agreement or participation (as applicable) the Fund has direct recourse against the borrower, the Fund must rely on the Agent and the other Loan Investors to use appropriate remedies against the borrower. |
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Loan investments may be made at par or at a discount or premium to par. The interest payable on a loan may be fixed or floating rate, and paid in cash or in-kind. In connection with transactions in loans, the Fund may be subject to facility or other fees. Loans may be secured by specific collateral or other assets of the borrower, guaranteed by a third party, unsecured or subordinated. During the term of a loan, the value of any collateral securing the loan may decline in value, causing the loan to be under collateralized. Collateral may consist of assets that may not be readily liquidated, and there is no assurance that the liquidation of such assets would satisfy fully a borrowers obligations under the loan. In addition, if a loan is foreclosed, the Fund could become part owner of the collateral and would bear the costs and liabilities associated with owning and disposing of such collateral. |
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SAI dated June 1, 2013
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A lenders repayment and other rights primarily are determined by governing loan, assignment or participation documents, which (among other things) typically establish the priority of payment on the loan relative to other indebtedness and obligations of the borrower. In the event of bankruptcy, applicable law may impact a lenders ability to enforce its rights under such documents. Investing in loans involves the risk of default by the borrower or other party obligated to repay the loan. In the event of insolvency of the borrower or other obligated party, the Fund may be treated as a general creditor of such entity unless it has rights that are senior to that of other creditors or secured by specific collateral or assets of the borrower. Fixed-rate loans are also subject to the risk that their value will decline in a rising interest rate environment. This risk is mitigated for floating-rate loans, where the interest rate payable on the loan resets periodically by reference to a base lending rate. The base lending rate usually is the London Interbank Offered Rate (LIBOR), the Federal Reserve federal funds rate, the prime rate or other base lending rates used by commercial lenders. LIBOR usually is an average of the interest rates quoted by several designated banks as the rates at which they pay interest to major depositors in the London interbank market on U.S. dollar-denominated deposits. |
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The Fund will take whatever action it considers appropriate in the event of anticipated financial difficulties, default or bankruptcy of the borrower or other entity obligated to repay a loan. Such action may include: (i) retaining the services of various persons or firms (including affiliates of the investment adviser) to evaluate or protect any collateral or other assets securing the loan or acquired as a result of any such event; (ii) managing (or engaging other persons to manage) or otherwise dealing with any collateral or other assets so acquired; and (iii) taking such other actions (including, but not limited to, payment of operating or similar expenses relating to the collateral) as the investment adviser may deem appropriate to reduce the likelihood or severity of loss on the Funds investment and/or maximize the return on such investment. The Fund will incur additional expenditures in taking protective action with respect to loans in (or anticipated to be in) default and assets securing such loans. In certain circumstances, the Fund may receive equity or equity-like securities from a borrower to settle the loan or may acquire an equity interest in the borrower. Representatives of the Fund also may join creditor or similar committees relating to loans. |
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Lenders can be sued by other creditors and the debtor and its shareholders. Losses could be greater than the original loan amount and occur years after the loans recovery. If a borrower becomes involved in bankruptcy proceedings, a court may invalidate the Funds security interest in any loan collateral or subordinate the Funds rights under the loan agreement to the interests of the borrowers unsecured creditors or cause interest previously paid to be refunded to the borrower. There are also other events, such as the failure to perfect a security interest due to faulty documentation or faulty official filings, which could lead to the invalidation of the Funds security interest in loan collateral. If any of these events occur, the Funds performance could be negatively affected. |
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Interests in loans generally are not listed on any national securities exchange or automated quotation system and no active market may exist for many loans, making them illiquid. As described below, a secondary market exists for many Senior Loans, but it may be subject to irregular trading activity, wide bid/ask spreads and extended trade settlement periods. |
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From time to time the investment adviser and its affiliates may borrow money from various banks in connection with their business activities. Such banks may also sell interests in loans to or acquire them from the Fund or may be intermediate participants with respect to loans in which the Fund owns interests. Such banks may also act as agents for loans held by the Fund. |
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To the extent that legislation or state or federal regulators that regulate certain financial institutions impose additional requirements or restrictions with respect to the ability of such institutions to make loans, particularly in connection with highly leveraged transactions, the availability of loans for investment may be adversely affected. Further, such legislation or regulation could depress the market value of loans. |
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For additional disclosures relating to Junior and Senior Loans, see Junior Loans and Senior Loans herein. |
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SAI dated June 1, 2013
Master Limited Partnerships (MLPs) |
MLPs are publicly-traded limited partnership interests or units. An MLP that invests in a particular industry (e.g., oil and gas) will be harmed by detrimental economic events within that industry. As partnerships, MLPs may be subject to less regulation (and less protection for investors) under state laws than corporations. In addition, MLPs may be subject to state taxation in certain jurisdictions, which may reduce the amount of income paid by an MLP to its investors. |
Mortgage-Backed Securities (MBS) |
MBS are pass through securities, meaning that a pro rata share of regular interest and principal payments, as well as unscheduled early prepayments, on the underlying mortgage pool is passed through monthly to the holder. MBS may include conventional mortgage pass through securities, participation interests in pools of adjustable and fixed rate mortgage loans, stripped mortgage-backed securities (described herein), floating rate mortgage-backed securities and certain classes of multiple class CMOs. MBS pay principal to the holder over their term, which differs from other forms of debt securities that normally provide for principal payment at maturity or specified call dates. MBS are subject to the general risks associated with investing in real estate securities; that is, they may lose value if the value of the underlying real estate to which a pool of mortgages relates declines. In addition, investments in MBS involve certain specific risks, including the failure of a party to meet its commitments under the related operative documents, adverse interest rate changes and the effects of prepayments on mortgage cash flows. Certain MBS may be purchased on a when-issued basis subject to certain limitations and requirements. |
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There are currently three types of MBS: (1) those issued by the U.S. Government or one of its agencies or instrumentalities, such as the Government National Mortgage Association (GNMA), the Federal National Mortgage Association (FNMA) and the Federal Home Loan Mortgage Corporation (FHLMC); (2) those issued by private issuers that represent an interest in or are collateralized by pass through securities issued or guaranteed by the U.S. Government or one of its agencies or instrumentalities; and (3) those issued by private issuers that represent an interest in or are collateralized by whole mortgage loans or pass through securities without a government guarantee but that usually have some form of private credit enhancement. Privately issued MBS are structured similar to GNMA, FNMA and FHLMC MBS, and are issued by originators or and investors in mortgage loans, including depositary institutions mortgage banks and special purpose subsidiaries of the foregoing. |
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GNMA Certificates and FNMA Mortgage-Backed Certificates are MBS representing part ownership of a pool of mortgage loans. GNMA loans (issued by lenders such as mortgage bankers, commercial banks and savings and loan associations) are either insured by the Federal Housing Administration or guaranteed by the Veterans Administration. A pool of such mortgages is assembled and, after being approved by GNMA, is offered to investors through securities dealers. Once such pool is approved by GNMA, the timely payment of interest and principal on the Certificates issued representing such pool is guaranteed by the full faith and credit of the U.S. Government. GNMA is a wholly owned U.S. Government corporation within the Department of Housing and Urban Development. FNMA, a federally chartered corporation owned entirely by private stockholders, purchases both conventional and federally insured or guaranteed residential mortgages from various entities, including savings and loan associations, savings banks, commercial banks, credit unions and mortgage bankers, and packages pools of such mortgages in the form of pass-through securities generally called FNMA Mortgage-Backed Certificates, which are guaranteed as to timely payment of principal and interest by FNMA but are not backed by the full faith and credit of the U.S. Government; however, they are supported by the right of FNMA to borrow from the U.S. Treasury Department. |
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FHLMC, a corporate instrumentality of the U.S. Government created by Congress for the purposes of increasing the availability of mortgage credit for residential housing, issues participation certificates (PCs) representing undivided interest in FHLMCS mortgage portfolio. While FHLMC guarantees the timely payment of interest and ultimate collection of the principal of its PCs, its PCs are not backed by the full faith and credit of the U.S. Government. FHLMC PCs differ from GNMA Certificates in that the mortgages underlying the PCs are monthly conventional mortgages rather than mortgages insured or guaranteed by a federal agency or instrumentality. However, in several other respects, such as the monthly pass-through of interest and principal (including unscheduled prepayments) and the unpredictability of future unscheduled prepayments on the underlying mortgage pools, FHLMC PCs are similar to GNMA Certificates. See also Events Regarding FNMA and FHLMC herein. |
Eaton Vance Tax-Advantaged Bond Strategies Funds
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SAI dated June 1, 2013
Eaton Vance Tax-Advantaged Bond Strategies Funds
60
SAI dated June 1, 2013
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MLOs and participations therein represent a type of financing that may not have the depth of marketability associated with more conventional securities and, as such, they may be less liquid than conventional securities. Certain MLOs may be deemed illiquid for the purpose of the Funds limitation on investments in illiquid securities, unless determined by the investment adviser, pursuant to guidelines adopted by the Board, to be liquid securities. The investment adviser will consider a MLO to be liquid if it is rated investment grade (being an MLO rated BBB or Baa or higher) by a nationally recognized statistical ratings organization or is insured by an insurer rated investment grade. If an MLO or participation does not meet the foregoing criteria, then the investment adviser will consider the MLO to be illiquid unless it conducts an analysis of relevant factors and concludes that the MLO is liquid. In conducting such an analysis, the investment adviser will consider the factors it believes are relevant to the marketability of the obligation, to the extent that information regarding such factor is available to the investment adviser and pertinent to the liquidity determination, which may include: (1) the willingness of dealers to bid for the obligation; (2) the number of dealers willing to purchase or sell the obligation and the number of other potential buyers; (3) the frequency of trades and quotes for the obligation; (4) the nature of the marketplace trades, including the time needed to dispose of the obligation, the method of soliciting offers, and the mechanics of transfer; (5) the willingness of the governmental issuer to continue to appropriate funds for the payment of the obligation; (6) how likely or remote an event of non-appropriation may be, which depends in varying degrees on a variety of factors, including those relating to the general creditworthiness of the governmental issuer, its dependence on its continuing access to the credit markets, and the importance to the issuer of the equipment, property or facility covered by the lease or contract; (7) an assessment of the likelihood that the lease may or may not be cancelled; and (8) other factors and information unique to the obligation in determining its liquidity. |
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The ability of issuers of MLOs to make timely lease payments may be adversely impacted in general economic downturns and as relative governmental cost burdens are allocated and reallocated among federal, state and local governmental units. Such non-payment would result in a reduction of income from and value of the obligation. Issuers of MLOs might seek protection under the bankruptcy laws. In the event of bankruptcy of such an issuer, holders of MLOs could experience delays and limitations with respect to the collection of principal and interest on such MLOs and may not, in all circumstances, be able to collect all principal and interest to which it is entitled. To enforce its rights in the event of a default in lease payments, the Fund might take possession of and manage the assets securing the issuers obligations on such securities or otherwise incur costs to protect its right, which may increase the Funds operating expenses and adversely affect the net asset value of the Fund. When the lease contains a non-appropriation clause, however, the failure to pay would not be a default and the Fund would not have the right to take possession of the assets. Any income derived from the Funds ownership or operation of such assets may not be tax-exempt. |
Municipal Obligations |
Municipal obligations include debt obligations issued to obtain funds for various public purposes, including the construction of a wide range of public facilities, refunding of outstanding obligations and obtaining funds for general operating expenses and loans to other public institutions and facilities. Certain types of bonds are issued by or on behalf of public authorities to finance various privately owned or operated facilities, including certain facilities for the local furnishing of electric energy or gas, sewage facilities, solid waste disposal facilities and other specialized facilities. Municipal obligations include bonds as well as tax-exempt commercial paper, project notes and municipal notes such as tax, revenue and bond anticipation notes of short maturity, generally less than three years. While most municipal bonds pay a fixed rate of interest semiannually in cash, there are exceptions. Some bonds pay no periodic cash interest, but rather make a single payment at maturity representing both principal and interest. Some bonds may pay interest at a variable or floating rate. Bonds may be issued or subsequently offered with interest coupons materially greater or less than those then prevailing, with price adjustments reflecting such deviation. Municipal obligations also include trust certificates representing interests in municipal securities held by a trustee. The trust certificates may evidence ownership of future interest payments, principal payments or both on the underlying securities. |
Eaton Vance Tax-Advantaged Bond Strategies Funds
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SAI dated June 1, 2013
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In general, there are three categories of municipal obligations, the interest on which is exempt from federal income tax and is not a tax preference item for purposes of the alternative minimum tax (AMT): (i) certain public purpose obligations (whenever issued), which include obligations issued directly by state and local governments or their agencies to fulfill essential governmental functions; (ii) certain obligations issued before August 8, 1986 for the benefit of non-governmental persons or entities; and (iii) certain private activity bonds issued after August 7, 1986, which include qualified Section 501(c)(3) bonds or refundings of certain obligations included in the second category. Opinions relating to the validity of municipal bonds, exclusion of municipal bond interest from an investors gross income for federal income tax purposes and, where applicable, state and local income tax, are rendered by bond counsel to the issuing authorities at the time of issuance. |
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Interest on certain private activity bonds issued after August 7, 1986 is exempt from regular federal income tax, but such interest (including a distribution by the Fund derived from such interest) is treated as a tax preference item that could subject the recipient to or increase the recipients liability for the AMT. For corporate shareholders, the Funds distributions derived from interest on all municipal obligations (whenever issued) are included in adjusted current earnings for purposes of the AMT as applied to corporations (to the extent not already included in alternative minimum taxable income as income attributable to private activity bonds). |
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The two principal classifications of municipal bonds are general obligation and revenue bonds. Issuers of general obligation bonds include states, counties, cities, towns and regional districts. The proceeds of these obligations are used to fund a wide range of public projects, including the construction or improvement of schools, highways and roads, water and sewer systems and a variety of other public purposes. The basic security of general obligation bonds is the issuers pledge of its faith, credit, and taxing power for the payment of principal and interest. The taxes that can be levied for the payment of debt service may be limited or unlimited as to rate and amount. |
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Typically, the only security for a limited obligation or revenue bond is the net revenue derived from a particular facility or class of facilities financed thereby or, in some cases, from the proceeds of a special tax or other special revenues. Revenue bonds have been issued to fund a wide variety of revenue-producing public capital projects including: electric, gas, water and sewer systems; highways, bridges and tunnels; port and airport facilities; colleges and universities; hospitals; and convention, recreational, tribal gaming and housing facilities. Although the security behind these bonds varies widely, many lower rated bonds provide additional security in the form of a debt service reserve fund that may also be used to make principal and interest payments on the issuer's obligations. In addition, some revenue obligations (as well as general obligations) are insured by a bond insurance company or backed by a letter of credit issued by a banking institution. Revenue bonds also include, for example, pollution control, health care and housing bonds, which, although nominally issued by municipal authorities, are generally not secured by the taxing power of the municipality but by the revenues of the authority derived from payments by the private entity that owns or operates the facility financed with the proceeds of the bonds. Obligations of housing finance authorities have a wide range of security features, including reserve funds and insured or subsidized mortgages, as well as the net revenues from housing or other public projects. Many of these bonds do not generally constitute the pledge of the credit of the issuer of such bonds. The credit quality of such revenue bonds is usually directly related to the credit standing of the user of the facility being financed or of an institution which provides a guarantee, letter of credit or other credit enhancement for the bond issue. The Fund may on occasion acquire revenue bonds that carry warrants or similar rights covering equity securities. Such warrants or rights may be held indefinitely, but if exercised, the Fund anticipates that it would, under normal circumstances, dispose of any equity securities so acquired within a reasonable period of time. Investing in revenue bonds may involve (without limitation) the following risks. |
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Hospital bond ratings are often based on feasibility studies that contain projections of expenses, revenues and occupancy levels. A hospitals income available to service its debt may be influenced by demand for hospital services, management capabilities, the service area economy, efforts by insurers and government agencies to limit rates and expenses, competition, availability and expense of malpractice insurance, and Medicaid and Medicare funding. |
Eaton Vance Tax-Advantaged Bond Strategies Funds
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SAI dated June 1, 2013
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Education-related bonds are comprised of two types: (i) those issued to finance projects for public and private colleges and universities, charter schools and private schools, and (ii) those representing pooled interests in student loans. Bonds issued to supply educational institutions with funding are subject to many risks, including the risks of unanticipated revenue decline, primarily the result of decreasing student enrollment, decreasing state and federal funding, or changes in general economic conditions. Additionally, higher than anticipated costs associated with salaries, utilities, insurance or other general expenses could impair the ability of a borrower to make annual debt service payments. Student loan revenue bonds are generally offered by state (or sub-state) authorities or commissions and are backed by pools of student loans. Underlying student loans may be guaranteed by state guarantee agencies and may be subject to reimbursement by the United States Department of Education through its guaranteed student loan program. Others may be private, uninsured loans made to parents or students that may be supported by reserves or other forms of credit enhancement. Cash flows supporting student loan revenue bonds are impacted by numerous factors, including the rate of student loan defaults, seasoning of the loan portfolio, and student repayment deferral periods of forbearance. Other risks associated with student loan revenue bonds include potential changes in federal legislation regarding student loan revenue bonds, state guarantee agency reimbursement and continued federal interest and other program subsidies currently in effect. |
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Transportation debt may be issued to finance the construction of airports, toll roads, highways, or other transit facilities. Airport bonds are dependent on the economic conditions of the airports service area and may be affected by the business strategies and fortunes of specific airlines. They may also be subject to competition from other airports and modes of transportation. Air traffic generally follows broader economic trends and is also affected by the price and availability of fuel. Toll road bonds are also affected by the cost and availability of fuel as well as toll levels, the presence of competing roads and the general economic health of an area. Fuel costs, transportation taxes and fees, and availability of fuel also affect other transportation-related securities, as do the presence of alternate forms of transportation, such as public transportation. |
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Industrial development bonds are normally secured only by the revenues from the project and not by state or local government tax payments, they are subject to a wide variety of risks, many of which relate to the nature of the specific project. Generally, IDBs are sensitive to the risk of a slowdown in the economy. Electric utilities face problems in financing large construction programs in an inflationary period, cost increases and delay occasioned by safety and environmental considerations (particularly with respect to nuclear facilities), difficulty in obtaining fuel at reasonable prices, and in achieving timely and adequate rate relief from regulatory commissions, effects of energy conservation and limitations on the capacity of the capital market to absorb utility debt. Water and sewer revenue bonds are generally secured by the fees charged to each user of the service. The issuers of water and sewer revenue bonds generally enjoy a monopoly status and latitude in their ability to raise rates. However, lack of water supply due to insufficient rain, run-off, or snow pack can be a concern and has led to past defaults. Further, public resistance to rate increases, declining numbers of customers in a particular locale, costly environmental litigation, and federal environmental mandates are challenges faced by issuers of water and sewer bonds. |
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SAI dated June 1, 2013
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The obligations of any person or entity to pay the principal of and interest on a municipal obligation are subject to the provisions of bankruptcy, insolvency and other laws affecting the rights and remedies of creditors, such as the Federal Bankruptcy Act, and laws, if any, that may be enacted by Congress or state legislatures extending the time for payment of principal or interest, or both, or imposing other constraints upon enforcement of such obligations. Certain bond structures may be subject to the risk that a taxing authority may issue an adverse ruling regarding tax-exempt status. There is also the possibility that as a result of adverse economic conditions (including unforeseen financial events, natural disasters and other conditions that may affect an issuers ability to pay its obligations), litigation or other conditions, the power or ability of any person or entity to pay when due principal of and interest on a municipal obligation may be materially affected or interest and principal previously paid may be required to be refunded. There have been instances of defaults and bankruptcies involving municipal obligations that were not foreseen by the financial and investment communities. The Fund will take whatever action it considers appropriate in the event of anticipated financial difficulties, default or bankruptcy of either the issuer of any municipal obligation or of the underlying source of funds for debt service. Such action may include: (i) retaining the services of various persons or firms (including affiliates of the investment adviser) to evaluate or protect any real estate, facilities or other assets securing any such obligation or acquired by the Fund as a result of any such event; (ii) managing (or engaging other persons to manage) or otherwise dealing with any real estate, facilities or other assets so acquired; and (iii) taking such other actions as the adviser (including, but not limited to, payment of operating or similar expenses of the underlying project) may deem appropriate to reduce the likelihood or severity of loss on the funds investment. The Fund will incur additional expenditures in taking protective action with respect to portfolio obligations in (or anticipated to be in) default and assets securing such obligations. |
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Historically, municipal bankruptcies have been rare and certain provisions of the U.S. Bankruptcy Code governing such bankruptcy are unclear. Further, the application of state law to municipal obligation issuers could produce varying results among the states or among municipal obligation issuers within a state. These uncertainties could have a significant impact on the prices of the municipal obligations in which the Fund invests. There could be economic, business or political developments or court decisions that adversely affect all municipal obligations in the same sector. Developments such as changes in healthcare regulations, environmental considerations related to construction, construction cost increases and labor problems, failure of healthcare facilities to maintain adequate occupancy levels, and inflation can affect municipal obligations in the same sector. As the similarity in issuers of municipal obligations held by the Fund increases, the potential for fluctuations in the Funds share price also may increase. |
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SAI dated June 1, 2013
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The secondary market for some municipal obligations issued within a state (including issues that are privately placed with the Fund) is less liquid than that for taxable debt obligations or other more widely traded municipal obligations. No established resale market exists for certain of the municipal obligations in which the Fund may invest. The market for obligations rated below investment grade is also likely to be less liquid than the market for higher rated obligations. As a result, the Fund may be unable to dispose of these municipal obligations at times when it would otherwise wish to do so at the prices at which they are valued. Municipal obligations that are rated below investment grade but that, subsequent to the assignment of such rating, are backed by escrow accounts containing U.S. Government obligations may be determined by the investment adviser to be of investment grade quality for purposes of the Funds investment policies. In the case of a defaulted obligation, the Fund may incur additional expense seeking recovery of its investment. Defaulted obligations are denoted in the Portfolio of Investments in the Financial Statements included in the Funds reports to shareholders. The yields on municipal obligations depend on a variety of factors, including purposes of the issue and source of funds for repayment, general money market conditions, general conditions of the municipal bond market, size of a particular offering, maturity of the obligation and rating of the issue. The ratings of Moodys, S&P and Fitch represent their opinions as to the quality of the municipal obligations which they undertake to rate, and in the case of insurers, other factors including the claims-paying ability of such insurer. It should be emphasized, however, that ratings are based on judgment and are not absolute standards of quality. Consequently, municipal obligations with the same maturity, coupon and rating may have different yields while obligations of the same maturity and coupon with different ratings may have the same yield. In addition, the market price of such obligations will normally fluctuate with changes in interest rates, and therefore the net asset value of the Fund will be affected by such changes. |
Option Contracts |
See also Derivative Instruments and Related Risks herein. An option contract is a contract that gives the holder of the option, in return for a premium, the right to buy from (in the case of a call) or sell to (in the case of a put) the writer of the option the reference instrument underlying the option (or the cash value of the index) at a specified exercise price at any time during the term of the option. The writer of an option on a security has the obligation upon exercise of the option to deliver the reference instrument (or the cash) upon payment of the exercise price or to pay the exercise price upon delivery of the reference instrument (or the cash). Upon exercise of an index option, the writer of an option on an index is obligated to pay the difference between the cash value of the index and the exercise price multiplied by the specified multiplier for the index option. Options may be covered, meaning that the party required to deliver the reference instrument if the option is exercised owns that instrument (or has set aside sufficient assets to meet its obligation to deliver the instrument). Options may be listed on an exchange or traded in the OTC market. In general, exchange-traded options have standardized exercise prices and expiration dates and may require the parties to post margin against their obligations, and the performance of the parties' obligations in connection with such options is guaranteed by the exchange or a related clearing corporation. OTC options have more flexible terms negotiated between the buyer and the seller, but generally do not require the parties to post margin and are subject to counterparty risk. OTC options also involve greater liquidity risk. The staff of the SEC takes the position that certain purchased OTC options, and assets used as cover for written OTC options, are illiquid. Derivatives on economic indicators generally are offered in an auction format and are booked and settled as OTC options. Options on futures contracts are discussed herein under Futures Contracts. |
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If a written option expires unexercised, the Fund realizes a capital gain equal to the premium received at the time the option was written. If a purchased option expires unexercised, the Fund realizes a capital loss equal to the premium paid. Prior to the earlier of exercise or expiration, an exchange traded option may be closed out by an offsetting purchase or sale of an option of the same series (type, exchange, reference instrument, exercise price, and expiration). A capital gain will be realized from a closing purchase transaction if the cost of the closing option is less than the premium received from writing the option, or, if it is more, a capital loss will be realized. If the premium received from a closing sale transaction is more than the premium paid to purchase the option, the Fund will realize a capital gain or, if it is less, the Fund will realize a capital loss. The principal factors affecting the market value of a put or a call option include supply and demand, the current market price of the reference instrument in relation to the exercise price of the option, the volatility of the reference instrument, and the time remaining until the expiration date. There can be no assurance that a closing purchase or sale transaction can be consummated when desired. |
Eaton Vance Tax-Advantaged Bond Strategies Funds
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SAI dated June 1, 2013
Eaton Vance Tax-Advantaged Bond Strategies Funds
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SAI dated June 1, 2013
Pooled Investment Vehicles |
The Fund may invest in pooled investment vehicles including other open-end or closed-end investment companies affiliated or unaffiliated with the investment adviser, exchange-traded funds (described herein) and other collective investment pools in accordance with the requirements of the 1940 Act. Closed-end investment company securities are usually traded on an exchange. The demand for a closed-end funds securities is independent of the demand for the underlying portfolio assets, and accordingly, such securities can trade at a discount from their net asset value. The Fund generally will indirectly bear its proportionate share of any management fees paid by a pooled investment vehicle in which it invests in addition to the investment advisory fee paid by the Fund. |
Portfolio Turnover |
A change in the securities held by the Fund is known as portfolio turnover and generally involves expense to the Fund, including brokerage commissions or dealer markups and other transaction costs on both the sale of securities and the reinvestment of the proceeds in other securities. If sales of portfolio securities cause the Fund to realize net short-term capital gains, such gains will be taxable as ordinary income to taxable shareholders. The Funds portfolio turnover rate for a fiscal year is the ratio of the lesser of purchases or sales of portfolio securities to the monthly average of the value of portfolio securities − excluding securities whose maturities at acquisition were one year or less. The Fund's portfolio turnover rate is not a limiting factor when the investment adviser considers a change in the Fund's portfolio holdings. The portfolio turnover rate(s) of the Fund for recent fiscal periods is included in the Financial Highlights in the Prospectus. |
Preferred Securities |
Preferred securities represent an equity ownership interest in the issuing corporation that has a higher claim on the assets and earnings than common stock. Preferred securities generally have a dividend that must be paid out before dividends to common stockholders and the shares usually do not have voting rights. Preferred securities involve credit risk, which is the risk that a preferred security will decline in price, or fail to pay dividends when expected, because the issuer experiences a decline in its financial status. Preferred securities may be convertible to common stock in some cases. While a part of an issuers equity structure, preferred securities may be deemed to be fixed-income securities for purposes of the Funds investment restrictions. |
Real Estate Investment Trusts (REITs) |
Securities of companies in the real estate industry, such as REITs, are sensitive to factors, such as changes in: real estate values, property taxes, interest rates, cash flow of underlying real estate assets, occupancy rates, government regulations affecting zoning, land use, and rents, and the management skill and creditworthiness of the issuer. Companies in the real estate industry may also be subject to liabilities under environmental and hazardous waste laws, among others. Changes in underlying real estate values may have an exaggerated effect to the extent that REITs concentrate investments in particular geographic regions or property types. Investments in REITs may also be adversely affected by rising interest rates. By investing in REITs, the Fund will bear REIT expenses in addition to its own expenses. |
Repurchase Agreements |
Repurchase agreements involve the purchase of a security coupled with an agreement to resell at a specified date and price. In the event of the bankruptcy of the counterparty to a repurchase agreement, recovery of cash may be delayed. To the extent that, in the meantime, the value of the purchased securities may have decreased, a loss could result. Repurchase agreements that mature in more than seven days will be treated as illiquid. Unless the Prospectus states otherwise, the terms of a repurchase agreement will provide that the value of the collateral underlying the repurchase agreement will always be at least equal to the repurchase price, including any accrued interest earned on the agreement, and will be marked to market daily. |
Eaton Vance Tax-Advantaged Bond Strategies Funds
67
SAI dated June 1, 2013
Eaton Vance Tax-Advantaged Bond Strategies Funds
68
SAI dated June 1, 2013
Eaton Vance Tax-Advantaged Bond Strategies Funds
69
SAI dated June 1, 2013
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Loan Collateral. Borrowers generally will, for the term of the Senior Loan, pledge collateral to secure their obligation. In addition Senior Loans may be guaranteed by or secured by assets of the borrowers owners or affiliates. During the term of the Senior Loan, the value of collateral securing the Loan may decline in value, causing the Loan to be under-collateralized. Collateral may consist of assets that may not be readily liquidated, and there is no assurance that the liquidation of such assets would satisfy fully a borrowers obligations under a Senior Loan. In addition, if a Senior Loan is foreclosed, the Fund could become part owner of the collateral and would bear the costs and liabilities associated with owning and disposing of such collateral. |
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Fees. The Fund may receive a facility fee when it buys a Senior Loan, and pay a facility when it sells a Senior Loan. On an ongoing basis, the Fund may receive a commitment fee based on the undrawn portion of the underlying line of credit portion of a Senior Loan. In certain circumstances, the Fund may receive a prepayment penalty fee upon the prepayment of a Senior Loan by a borrower or an amendment fee. |
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Loan Administration. In a typical Senior Loan, the Agent administers the terms of the loan agreement and is responsible for the collection of principal, and interest payments from the borrower and the apportionment of these payments to the Loan Investors. Failure by the Agent to fulfill its obligations may delay or adversely affect receipt of payment by the Fund. Furthermore, unless under the terms of a loan agreement or participation (as applicable) the Fund has direct recourse against the borrower, the Fund must rely on the Agent and the other Loan Investors to use appropriate remedies against the borrower. The Agent is typically responsible for monitoring compliance with covenants contained in the loan agreement based upon reports prepared by the borrower. The typical practice of an Agent or a Loan Investor in relying exclusively or primarily on reports from the borrower may involve the risk of fraud by the borrower. It is unclear whether an investment in a Senior Loan offers the securities law protections against fraud and misrepresentation. |
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A financial institutions appointment as Agent may usually be terminated in the event that it fails to observe the requisite standard of care or becomes insolvent. A successor Agent would generally be appointed to replace the terminated Agent, and assets held by the Agent under the Loan Agreement should remain available to holders of Senior Loans. However, if assets held by the Agent for the benefit of the Fund were determined to be subject to the claims of the Agents general creditors, the Fund might incur certain costs and delays in realizing payment on a Senior Loan, or suffer a loss of principal and/or interest. In situations involving other Interposed Persons similar risks may arise. |
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Additional Information. The Fund may purchase and retain in its portfolio a Senior Loan where the borrower has experienced, or may be perceived to be likely to experience, credit problems, including involvement in or recent emergence from bankruptcy reorganization proceedings or other forms of debt restructuring. While such investments may provide opportunities for enhanced income as well as capital appreciation, they generally involve greater risk and may be considered speculative. The Fund may from time to time participate on ad-hoc committees formed by creditors to negotiate with the management of financially troubled borrowers. The Fund may incur legal fees as a result of such participation. In addition, such participation may restrict the Funds ability to trade in or acquire additional positions in a particular security when it might otherwise desire to do so. Participation by the Fund also may expose the Fund to potential liabilities under bankruptcy or other laws governing the rights of creditors and debtors. The Fund will participate on such committees only when the investment adviser believes that such participation is necessary or desirable to enforce the Funds rights as a creditor or to protect the value of a Senior Loan held by the Fund. |
|
In some instances, other accounts managed by the investment adviser may hold other securities issued by borrowers the Senior Loans of which may be held by the Fund. These other securities may include, for example, debt securities that are subordinate to the Senior Loans held by the Fund, convertible debt or common or preferred equity securities. In certain circumstances, such as if the credit quality of the borrower deteriorates, the interests of holders of these other securities may conflict with the interests of the holders of the borrowers Senior Loans. In such cases, the investment adviser may owe conflicting fiduciary duties to the Fund and other client accounts. The investment adviser will endeavor to carry out its obligations to all of its clients to the fullest extent possible, recognizing that in some cases, certain clients may achieve a lower economic return, as a result of these conflicting client interests, than if the investment advisers client accounts collectively held only a single category of the issuers securities. |
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The Fund may acquire warrants and other equity securities as part of a unit combining a Senior Loan and equity securities of a borrower or its affiliates. The Fund may also acquire equity securities or debt securities (including non-dollar denominated debt securities) issued in exchange for a Senior Loan or issued in connection with the debt restructuring or reorganization of a borrower, or if such acquisition, in the judgment of the investment adviser, may enhance the value of a Senior Loan or would otherwise be consistent with the Funds investment policies. |
|
For Floating Rate Portfolio, Senior Portfolio and VT Floating-Rate Income Fund only: The Fund will acquire participations only if the Loan Investor selling the participation, and any other persons interpositioned between the Fund and the Loan Investor (an Interposed Person), at the time of investment, has outstanding debt or deposit obligations rated investment grade (BBB or A-3 or higher by S&P or Baa or P- 3 or higher by Moodys or comparably rated by another nationally recognized statistical ratings organization) or determined by the investment adviser to be of comparable quality. Similarly, the Fund will purchase an assignment or participation or act as a Loan Investor with respect to a syndicated Senior Loan only where the Agent with respect to such Senior Loan at the time of investment has outstanding debt or deposit obligations rated investment grade, or determined by the investment adviser to be of comparable quality. Notwithstanding the forgoing, the Fund may enter into a transaction to acquire an assignment or participation with an Interposed Person where such Interposed Person does not have outstanding debt or deposit obligations rated investment grade, if the Fund does so in compliance with applicable written procedures governing such transactions. |
|
For additional disclosure relating to investing in loans (including Senior Loans), see Loans above. |
Short Sales |
Short sales are transactions in which a party sells a security it does not own in anticipation of a decline in the market value of that security. To complete such a transaction, the party must borrow the security to make delivery to the buyer. When the party is required to return the borrowed security, it typically will purchase the security in the open market. The price at such time may be more or less than the price at which the party sold the security. Until the security is replaced, the party is required to repay the lender any dividends or interest, which accrues during the period of the loan. To borrow the security, it also may be required to pay a premium, which would increase the cost of the security sold. The net proceeds of the short sale will be retained by the broker, to the extent necessary to meet margin requirements, until the short position is closed out. Transaction costs are incurred in effecting short sales. A short seller will incur a loss as a result of a short sale if the price of the security increases between the date of the short sale and the date on which it replaces the borrowed security. A gain will be realized if the price of the security declines in price between those dates. The amount of any gain will be decreased, and the amount of any loss increased, by the amount of the premium, dividends or interest the short seller may be required to pay, if any, in connection with a short sale. Short sales may be against the box or uncovered. In a short sale against the box, at the time of the sale, the short seller owns or has the immediate and unconditional right to acquire the identical security at no additional cost. In an uncovered short sale, the short seller does not own the underlying security and, as such, losses from uncovered short sales may be significant. The Fund may sell short securities representing an index or basket of securities whose constituents the Fund holds in whole or in part. A short sale of an index or basket of securities will be a covered short sale if the underlying index or basket of securities is the same or substantially identical to securities held by the Fund. Use of short sales is limited by the Funds non-fundamental restriction relating thereto. |
Short-Term Trading |
Fixed-income securities may be sold in anticipation of market decline (a rise in interest rates) or purchased in anticipation of a market rise (a decline in interest rates) and later sold. In addition, such a security may be sold and another purchased at approximately the same time to take advantage of what is believed to be a temporary disparity in the normal yield relationship between the two securities. Yield disparities may occur for reasons not directly related to the investment quality of particular issues or the general movement of interest rates, such as changes in the overall demand for or supply of various types of fixed-income securities or changes in the investment objectives of investors. |
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Smaller Companies |
The investment risk associated with smaller companies is higher than that normally associated with larger, more established companies due to the greater business risks associated with small size, the relative age of the company, limited product lines, distribution channels and financial and managerial resources. Further, there is typically less publicly available information concerning smaller companies than for larger companies. The securities of small companies are often traded only over-the-counter and may not be traded in the volumes typical of trading on a national securities exchange. As a result, stocks of smaller companies are often more volatile than those of larger companies, which are often traded on a national securities exchange. |
Stripped Mortgage-Backed Securities (SMBS) |
SMBS are multiclass mortgage securities. SMBS commonly involve two classes of securities that receive different proportions of the interest and principal distributions on a pool of mortgage assets. A common type of SMBS will have one class receiving most of the interest from the mortgages, while the other class will receive most of the principal. In the most extreme case, the interest only class receives all of the interest while the principal only class receives the entire principal. The yield to maturity on an interest only class is extremely sensitive to the rate of principal payments (including pre-payments) on the related underlying mortgage assets, and a rapid rate of principal payments may have a material adverse effect on the yield to maturity from these securities. If the underlying mortgages experience greater than anticipated prepayments of principal, the initial investment in these securities may not be recouped. Although the market for such securities is increasingly liquid, certain SMBS may not be readily marketable and will be considered illiquid. The market value of the class consisting entirely of principal payments generally is unusually volatile in response to changes in interest rates. The yields on a class of SMBS that receives all or most of the interest from mortgages are generally higher than prevailing market yields on other MBS because their cash flow patterns are more volatile and there is a greater risk that the initial investment will not be fully recouped. |
Structured Notes |
See also Derivative Instruments and Related Risks herein. Structured notes are derivative debt instruments, the interest rate or principal of which is determined by an unrelated indicator (for example, a currency, security, commodity or index thereof). The terms of the instrument may be structured by the purchaser and the borrower issuing the note. Indexed securities may include structured notes as well as securities other than debt securities, the interest rate or principal of which is determined by an unrelated indicator. Indexed securities may include a multiplier that multiplies the indexed element by a specified factor and, therefore, the value of such securities may be very volatile. The terms of structured notes and indexed securities may provide that in certain circumstances no principal is due at maturity, which may result in a loss of invested capital. Structured notes and indexed securities may be positively or negatively indexed, so that appreciation of the unrelated indicator may produce an increase or a decrease in the interest rate or the value of the structured note or indexed security at maturity may be calculated as a specified multiple of the change in the value of the unrelated indicator. Structured notes and indexed securities may entail a greater degree of market risk than other types of investments because the investor bears the risk of the unrelated indicator. Structured notes or indexed securities also may be more volatile, less liquid, and more difficult to accurately price than less complex securities and instruments or more traditional debt securities. |
Swap Agreements |
See also Derivative Instruments and Related Risks herein. Swap agreements are two-party contracts entered into primarily by institutional investors for periods ranging from a few weeks to more than one year. In a standard swap transaction, two parties agree to exchange the returns (or differentials in rates of return) earned or realized on a particular predetermined reference instrument or instruments, which can be adjusted for an interest rate factor. The gross returns to be exchanged or swapped between the parties are generally calculated with respect to a notional amount ( i.e. , the return on or increase in value of a particular dollar amount invested at a particular interest rate or in a basket of securities representing a particular index). Other types of swap agreements may calculate the obligations of the parties to the agreement on a net basis. Consequently, a partys current obligations (or rights) under a swap agreement will generally be equal only to the net amount to be paid or received under the agreement based on the relative values of the positions held by each party to the agreement (the net amount). |
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Whether the use of swap agreements will be successful will depend on the investment adviser's ability to predict correctly whether certain types of reference instruments are likely to produce greater returns than other instruments. Swap agreements may be subject to contractual restrictions on transferability and termination and they may have terms of greater than seven days. The Funds obligations under a swap agreement will be accrued daily (offset against any amounts owed to the Fund under the swap). Developments in the swaps market, including potential government regulation, could adversely affect the Funds ability to terminate existing swap agreements or to realize amounts to be received under such agreements, as well as to participate in swap agreements in the future. If there is a default by the counterparty to a swap, the Fund will have contractual remedies pursuant to the swap agreement, but any recovery may be delayed depending on the circumstances of the default. Swap agreements include (but are not limited to): |
|
Currency Swaps. Currency swaps involve the exchange of the rights of the parties to make or receive payments in specified currencies. Because currency swaps usually involve the delivery of the entire principal value of one designated currency in exchange for the other designated currency, the entire principal value of a currency swap is subject to the risk that the other party to the swap will default on its contractual delivery obligations. If the investment adviser is incorrect in its forecasts of market value and currency exchange rates, performance may be adversely affected. |
|
Equity Swaps. An equity swap is an agreement in which at least one partys payments are based on the rate of return of an equity security or equity index, such as the S&P 500. The other partys payments can be based on a fixed rate, a non-equity variable rate, or even a different equity index. The Fund may enter into equity index swaps on a net basis pursuant to which the future cash flows from two reference instruments are netted out, with the Fund receiving or paying, as the case may be, only the net amount of the two. |
|
Credit Default Swaps. Under a credit default swap agreement, the protection buyer in a credit default contract is generally obligated to pay the protection seller an upfront or a periodic stream of payments over the term of the contract, provided that no credit event, such as a default, on a reference instrument has occurred. If a credit event occurs, the seller generally must pay the buyer the par value (full notional value) of the reference instrument in exchange for an equal face amount of the reference instrument described in the swap, or the seller may be required to deliver the related net cash amount, if the swap is cash settled. If the Fund is a buyer and no credit event occurs, the Fund may recover nothing if the swap is held through its termination date. As a seller, the Fund generally receives an upfront payment or a fixed rate of income throughout the term of the swap provided that there is no credit event. As the seller, the Fund would effectively add leverage to its portfolio because, in addition to its total net assets, the Fund would be subject to investment exposure on the notional amount of the swap. The determination of a credit event under the swap agreement will depend on the terms of the agreement and may rely on the decision of persons that are not a party to the agreement. The Funds obligations under a credit default swap agreement will be accrued daily (offset against any amounts owed to the Fund). |
|
Inflation Swaps. Inflation swaps involve the exchange by the Fund with another party of their respective commitments to pay or receive interest, e.g., an exchange of fixed rate payments for floating rate payments or an exchange of floating rate payments based on two different reference indices. By design, one of the reference indices is an inflation index, such as the Consumer Price Index. Inflation swaps can be designated as zero coupon, where both sides of the swap compound interest over the life of the swap and then the accrued interest is paid out only at the swaps maturity. |
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Total Return Swaps. Total return swap agreements are contracts in which one party agrees to make periodic payments to another party based on the change in market value of the assets underlying the contract, which may include a specified security, basket of securities or securities indices during the specified period, in return for periodic payments based on a fixed or variable interest rate or the total return from other underlying assets. Total return swap agreements may be used to obtain exposure to a security or market without owning or taking physical custody of such security or investing directly in such market. Total return swap agreements may effectively add leverage to the Funds portfolio because, in addition to its total net assets, the Fund would be subject to investment exposure on the notional amount of the swap. Generally, the Fund will enter into total return swaps on a net basis (i.e., the two payment streams are netted out, with the Fund receiving or paying, as the case may be, only the net amount of the two payments). The net amount of the excess, if any, of the Funds obligations over its entitlements with respect to each total return swap will be accrued on a daily basis. If the total return swap transaction is entered into on other than a net basis, the full amount of the Funds obligations will be accrued on a daily basis, and the full amount of the Funds obligations will be segregated by the Fund in an amount equal to or greater than the market value of the liabilities under the total return swap or the amount it would have cost the Fund initially to make an equivalent direct investment, plus or minus any amount the Fund is obligated to pay or is to receive under the total return swap agreement. |
|
Interest Rate Swaps, Caps and Floors. Interest rate swaps are OTC contracts in which each party agrees to make a periodic interest payment based on an index or the value of an asset in return for a periodic payment from the other party based on a different index or asset. The purchase of an interest rate floor entitles the purchaser, to the extent that a specified index falls below a predetermined interest rate, to receive payments of interest on a notional principal amount from the party selling such interest rate floor. The purchase of an interest rate cap entitles the purchaser, to the extent that a specified index rises above a predetermined interest rate, to receive payments of interest on a notional principal amount from the party selling such interest rate cap. The Fund usually will enter into interest rate swap transactions on a net basis (i.e., the two payment streams are netted out, with the Fund receiving or paying, as the case may be, only the net amount of the two payments). The net amount of the excess, if any, of the Funds obligations over its entitlements with respect to each interest rate swap will be accrued on a daily basis. If the interest rate swap transaction is entered into on other than a net basis, the full amount of the Funds obligations will be accrued on a daily basis. Certain federal income tax requirements may limit the Funds ability to engage in certain interest rate transactions. |
Swaptions |
See also Derivative Instruments and Related Risks herein. A swaption is a contract that gives a counterparty the right (but not the obligation) in return for payment of a premium, to enter into a new swap agreement or to shorten, extend, cancel or otherwise modify an existing swap agreement, at some designated future time on specified terms. The Fund may write (sell) and purchase put and call swaptions. Depending on the terms of the particular option agreement, the Fund will generally incur a greater degree of risk when it writes a swaption than it will incur when it purchases a swaption. When the Fund purchases a swaption, it risks losing only the amount of the premium it has paid should it decide to let the option expire unexercised. However, when the Fund writes a swaption, upon exercise of the option the Fund will become obligated according to the terms of the underlying agreement. |
Tax-Managed Investing |
Taxes are a major influence on the net returns that investors receive on their taxable investments. There are four components of the returns of a mutual fund that invests in equities that are treated differently for federal income tax purposes: price appreciation, distributions of qualified dividend income, distributions of other investment income, and distributions of realized short-term and long-term capital gains. Distributions of income other than qualified dividend income and distributions of net realized short-term gains (on stocks held for one year or less) are taxed as ordinary income. Distributions of qualified dividend income and net realized long-term gains (on stocks held for more than one year) are currently taxed at rates up to 20%. The Funds investment program and the tax treatment of Fund distributions may be affected by IRS interpretations of the Code and future changes in tax laws and regulations. Returns derived from price appreciation are untaxed until the shareholder disposes of his or her shares. Upon disposition, a capital gain (short-term, if the shareholder has held his or her shares for one year or less, otherwise long-term) equal to the difference between the net proceeds of the disposition and the shareholders adjusted tax basis is realized. |
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Trust Certificates |
Trust certificates are investments in a limited purpose trust or other vehicle formed under state law. Trust certificates in turn invest in instruments, such as credit default swaps, interest rate swaps, preferred securities and other securities, in order to customize the risk/return profile of a particular security. Like an investment in a bond, investments in trust certificates represent the right to receive periodic income payments (in the form of distributions) and payment of principal at the end of the term of the certificate. However, these payments are conditioned on the trusts receipt of payments from, and the trusts potential obligations to, the counterparties to the derivative instruments and other securities in which the trust invests. Investments in these instruments are indirectly subject to the risks associated with derivative instruments, including, among others, credit risk, default or similar event risk, counterparty risk, interest rate risk, leverage risk and management risk. It is expected that the trusts that issue credit-linked trust certificates will constitute private investment companies, exempt from registration under the 1940 Act. Although the trusts are typically private investment companies, they are generally not actively managed. It is also expected that the certificates will be exempt from registration under the 1933 Act. Accordingly, there may be no established trading market for the certificates and they may constitute illiquid investments. |
U.S. Government Securities |
U.S. Government securities include: (1) U.S. Treasury obligations, which differ in their interest rates, maturities and times of issuance, including: U.S. Treasury bills (maturities of one year or less); U.S. Treasury notes (maturities of one year to ten years); and U.S. Treasury bonds (generally maturities of greater than ten years); and (2) obligations issued or guaranteed by U.S. Government agencies and instrumentalities, which are supported by any of the following: (a) the full faith and credit of the U.S. Treasury; (b) the right of the issuer to borrow an amount limited to a specific line of credit from the U.S. Treasury; (c) discretionary authority of the U.S. Government to purchase certain obligations of the U.S. Government agency or instrumentality; or (d) the credit of the agency or instrumentality. U.S. Government securities also include any other security or agreement collateralized or otherwise secured by U.S. Government securities. Agencies and instrumentalities of the U.S. Government include but are not limited to: Farmers Home Administration, Export-Import Bank of the United States, Federal Housing Administration, Federal Land Banks, Federal Financing Bank, Central Bank for Cooperatives, Federal Intermediate Credit Banks, Farm Credit Bank System, Federal Home Loan Banks, Federal Home Loan Mortgage Corporation, Federal National Mortgage Association, General Services Administration, Government National Mortgage Association, Student Loan Marketing Association, United States Postal Service, Maritime Administration, Small Business Administration, Tennessee Valley Authority, Washington D.C. Armory Board and any other enterprise established or sponsored by the U.S. Government. The U.S. Government generally is not obligated to provide support to its instrumentalities. The principal of and/or interest on certain U.S. Government securities could be: (a) payable in foreign currencies rather than U.S. dollars; or (b) increased or diminished as a result of changes in the value of the U.S. dollar relative to the value of foreign currencies. The value of such portfolio securities denominated in foreign currencies may be affected favorably by changes in the exchange rate between foreign currencies and the U.S. dollar. For additional information about Federal Home Loan Mortgage Corporation and Federal National Mortgage Association, see Events Regarding FNMA and FHLMC herein. |
Unlisted Securities |
Unlisted securities are neither listed on a stock exchange nor traded over-the-counter. Unlisted securities may include investments in new and early stage companies, which may involve a high degree of business and financial risk that can result in substantial losses and may be considered speculative. Such securities will generally be deemed to be illiquid. Because of the absence of any public trading market for these investments, it may take longer to liquidate these positions than would be the case for publicly traded securities. Although these securities may be resold in privately negotiated transactions, the prices realized from these sales could be less than those originally paid or less than what may be considered the fair value of such securities. Furthermore, issuers whose securities are not publicly traded may not be subject to public disclosure and other investor protection requirements applicable to publicly traded securities. If such securities are required to be registered under the securities laws of one or more jurisdictions before being resold, the Fund may be required to bear the expenses of registration. In addition, in foreign jurisdictions any capital gains realized on the sale of such securities may be subject to higher rates of foreign taxation than taxes payable on the sale of listed securities. |
Utility and Financial Service Companies |
To the extent described in the Prospectus, the Fund may concentrate its investments in utility and/or financial services companies. |
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APPENDIX A
Class A Fees, Performance and Ownership
Sales Charges and Distribution and Service Fees.
For the fiscal year ended January 31,
2013
, the following table shows (1) total sales charges paid by each Fund, (2) sales charges paid to financial intermediaries, (3) sales charges paid to the principal underwriter, (4) approximate CDSC payments to the principal underwriter, (5) total distribution and service fees paid by each Fund, and (6) distribution and service fees paid to financial intermediaries. Distribution and service fees that were not paid to financial intermediaries were retained by the principal underwriter.
Fund |
Total Sales Charges
|
Sales Charges to
|
Sales Charges to
|
CDSC Paid to
|
Total Distribution and
|
Distribution and
|
Short Term Fund |
$ 1,150,753 |
$ 1,055,825 |
$ 94,928 |
$ 82,000 |
$ 1,277,420 |
$ 841,690 |
Intermediate Term Fund |
$ 393,190 |
$ 360,729 |
$ 32,461 |
$ 15,000 |
$ 229,945 |
$ 60,403 |
Long Term Fund |
$ 111,154 |
$ 93,484 |
$ 17,670 |
$ 6,000 |
$ 35,593 |
$ 5,556 |
For the fiscal years ended January 31,
2012
and January 31,
2011
, the following total sales charges were paid on sales
of Class
A, of which the principal underwriter received the following amounts. The balance of such amounts was paid to financial intermediaries.
Performance Information. The tables below indicate the average annual total return (both before and after taxes) on a hypothetical investment in shares of $1,000. Total return for the period prior to March 27, 2009 (for Short Term Fund) reflects the total return of the Predecessor Account shares, adjusted to reflect sales charges (if any) applicable to that Class. The total return shown below has not been adjusted to reflect Fund expenses (such as distribution and/or service fees). If such an adjustment was made, the total return of this Class would be different. Any performance presented with an asterisk (*) includes the effect of subsidizing expenses. Performance would have been lower without subsidies.
Total returns are historical and are calculated by determining the percentage change in net asset value or public offering price with all distributions reinvested. Each Funds past performance (both before and after taxes) is no guarantee of future results. Investment return and principal value of Fund shares will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Performance is for the stated time period only; due to market volatility, a Funds current performance may be lower or higher than the quoted return. For the Funds performance as of the most recent month-end, please refer to www.eatonvance.com.
About Returns After Taxes. After-tax returns for the five and ten year periods for the Short Term Fund are not shown because the Predecessor Account, unlike a registered investment company, was not required to make annual income distributions to its investors.
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Short Term Fund |
Length of Period Ended January 31, 2013 |
||
Average Annual Total Return: |
One Year |
Five Years* |
Ten Years* |
Before Taxes and Excluding Maximum Sales Charge |
1.20% |
3.96% |
3.74% |
Before Taxes and Including Maximum Sales Charge |
-1.09% |
3.49% |
3.51% |
After Taxes on Distributions and Excluding Maximum Sales Charge |
0.85% |
N/A |
N/A |
After Taxes on Distributions and Including Maximum Sales Charge |
-1.43% |
N/A |
N/A |
After Taxes on Distributions and Redemption and Excluding Maximum Sales Charge |
1.45% |
N/A |
N/A |
After Taxes on Distributions and Redemption and Including Maximum Sales Charge |
0.14% |
N/A |
N/A |
The performance prior to the Funds commencement of operations (March 27, 2009) is that of the Predecessor Account, adjusted for the Class A sales charges but not for other differences in the expenses of the Predecessor Account and Class A. After Tax Returns are not shown for the Five Years and Ten Years ending January 31, 2013 because the Predecessor Account was not required to make annual income distributions to its investors. |
Intermediate Term Fund |
|
Length of Period Ended January 31, 2013 |
|
Average Annual Total Return: |
|
One Year* |
Life of Fund* |
Before Taxes and Excluding Maximum Sales Charge |
|
2.79% |
7.76% |
Before Taxes and Including Maximum Sales Charge |
|
0.49% |
6.94% |
After Taxes on Distributions and Excluding Maximum Sales Charge |
|
2.35% |
7.51% |
After Taxes on Distributions and Including Maximum Sales Charge |
|
0.06% |
6.70% |
After Taxes on Distributions and Redemption and Excluding Maximum Sales Charge |
|
2.13% |
6.22% |
After Taxes on Distributions and Redemption and Including Maximum Sales Charge |
|
0.82% |
5.58% |
Fund commenced operations on February 1, 2010 |
Long Term Fund |
|
Length of Period Ended January 31, 2013 |
|
Average Annual Total Return: |
|
One Year* |
Life of Fund* |
Before Taxes and Excluding Maximum Sales Charge |
|
6.55% |
10.42% |
Before Taxes and Including Maximum Sales Charge |
|
1.52% |
8.65% |
After Taxes on Distributions and Excluding Maximum Sales Charge |
|
4.41% |
9.34% |
After Taxes on Distributions and Including Maximum Sales Charge |
|
-0.52% |
7.58% |
After Taxes on Distributions and Redemption and Excluding Maximum Sales Charge |
|
5.00% |
8.24% |
After Taxes on Distributions and Redemption and Including Maximum Sales Charge |
|
2.09% |
6.83% |
Fund commenced operations on February 1, 2010 |
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Control Persons and Principal Holders of Securities.
At May 1,
2013
, the Trustees and officers of the Trust, as a group, owned in the aggregate less than 1% of the outstanding shares of this Class of
each
Fund. In addition, as of the same date, the following person(s) held the share percentage indicated below, which was owned either (i) beneficially by such person(s) or (ii) of record by such person(s) on behalf of customers who are the beneficial owners of such shares and as to which such record owner(s) may exercise voting rights under certain limited circumstances:
Short Term Fund |
UBS WM USA |
Weehawken, NJ |
22.8% |
|||||
|
Merrill Lynch, Pierce, Fenner & Smith Inc. |
Jacksonville, FL |
12.0% |
|||||
|
First Clearing LLC |
St. Louis, MO |
10.7% |
|||||
|
Morgan Stanley Smith Barney |
Jersey City, NJ |
10.6% |
|||||
|
National Financial Services LLC |
New York, NY |
10.2% |
|||||
|
American Enterprise Investment Svcs |
Minneapolis, MN |
7.8% |
|||||
|
Pershing LLC |
Jersey City, NJ |
6.9% |
|||||
|
Intermediate Term Fund |
UBS WM USA |
Weehawken, NJ |
24.4% |
||||
|
|
Merrill Lynch, Pierce, Fenner & Smith Inc. |
Jacksonville, FL |
22.9% |
||||
|
|
Morgan Stanley Smith Barney |
Jersey City, NJ |
19.5% |
||||
|
|
American Enterprise Investment Svcs |
Minneapolis, MN |
8.4% |
||||
|
|
National Financial Services LLC |
New York, NY |
5.4% |
||||
|
Long Term Fund |
American Enterprise Investment Svcs |
Minneapolis, MN |
26.5% |
||||
|
|
National Financial Services LLC |
New York, NY |
21.5% |
||||
|
|
UBS WM USA |
Weehawken, NJ |
17.4% |
||||
|
|
Morgan Stanley Smith Barney |
Jersey City, NJ |
9.0% |
||||
|
|
Raymond James |
St. Petersburg, FL |
8.1% |
Beneficial owners of 25% or more of this Class of the Fund are presumed to be in control of the Class for purposes of voting on certain matters submitted to shareholders.
To the knowledge of the Trust, no other person owned of record or beneficially 5% or more of the outstanding shares of this Class of
each
Fund as of such date.
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APPENDIX B
Class C Fees, Performance and Ownership
Distribution and Service Fees.
For the fiscal year ended January 31,
2013
, the following table shows (1) sales commissions paid by the principal underwriter to financial intermediaries on sales of Class C shares, (2) distribution fees paid to the principal underwriter under the Distribution Plan, (3) approximate CDSC payments to the principal underwriter, (
5
) service fees paid under the Distribution Plan, and (
6
) service fees paid to financial intermediaries. The service fees paid by the Funds that were not paid to financial intermediaries were retained by the principal underwriter.
Fund |
Commission Paid by Principal
|
Distribution Fee Paid
|
CDSC Paid
|
Service
|
Service Fees Paid
|
Short Term Fund |
$ 1,610,286 |
$ 1,595,838 |
$ 55,000 |
$ 531.946 |
$ 536,762 |
Intermediate Term Fund |
$ 345,494 |
$ 324,943 |
$ 600 |
$ 108,314 |
$ 115,165 |
Long Term Fund |
$ 35,148 |
$ 17,327 |
$ 30 |
$ 5,762 |
$ 11,716 |
Performance Information. The tables below indicate the average annual total return (both before and after taxes) on a hypothetical investment in shares of $1,000. Total return for the period prior to March 27, 2009 (for Short Term Fund) reflects the total return of the Funds Predecessor Account shares, adjusted to reflect the Class C CDSC. The Predecessor Account total return has not been adjusted to reflect certain other expenses (such as distribution and/or service fees). If such adjustments were made, the Class C total return would be different. Any performance presented with an asterisk (*) includes the effect of subsidizing expenses. Performance would have been lower without subsidies.
Total returns are historical and are calculated by determining the percentage change in net asset value or public offering price with all distributions reinvested. Each Funds past performance (both before and after taxes) is no guarantee of future results. Investment return and principal value of Fund shares will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Performance is for the stated time period only; due to market volatility, a Funds current performance may be lower or higher than the quoted return. For the Funds performance as of the most recent month-end, please refer to www.eatonvance.com.
About Returns After Taxes. After-tax returns for the five and ten year periods for the Short Term Fund are not shown because the Predecessor Account, unlike a registered investment company, was not required to make annual income distributions to its investors.
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Intermediate Term Fund |
Length of Period Ended January 31, 2013 |
||
Average Annual Total Return: |
|
One Year* |
Life of Fund |
Before Taxes and Excluding Maximum Sales Charge |
|
1.98% |
6.96% |
Before Taxes and Including Maximum Sales Charge |
|
0.98% |
6.96% |
After Taxes on Distributions and Excluding Maximum Sales Charge |
|
1.54% |
6.71% |
After Taxes on Distributions and Including Maximum Sales Charge |
|
0.54% |
6.71% |
After Taxes on Distributions and Redemption and Excluding Maximum Sales Charge |
|
1.36% |
5.41% |
After Taxes on Distributions and Redemption and Including Maximum Sales Charge |
|
0.79% |
5.41% |
Fund commenced operations on February 1, 2010 |
Long Term Fund |
Length of Period Ended January 31, 2013 |
||
Average Annual Total Return: |
|
One Year* |
Life of Fund |
Before Taxes and Excluding Maximum Sales Charge |
|
5.76% |
9.58% |
Before Taxes and Including Maximum Sales Charge |
|
4.78% |
9.58% |
After Taxes on Distributions and Excluding Maximum Sales Charge |
|
3.64% |
8.50% |
After Taxes on Distributions and Including Maximum Sales Charge |
|
2.65% |
8.50% |
After Taxes on Distributions and Redemption and Excluding Maximum Sales Charge |
|
4.22% |
7.41% |
After Taxes on Distributions and Redemption and Including Maximum Sales Charge |
|
3.66% |
7.41% |
Fund commenced operations on February 1, 2010 |
Control Persons and Principal Holders of Securities.
At May 1,
2013
, the Trustees and officers of the Trust, as a group, owned in the aggregate less than 1% of the outstanding shares of this Class of
each
Fund. In addition, as of the same date, the following person(s) held the share percentage indicated below, which was owned either (i) beneficially by such person(s) or (ii) of record by such person(s) on behalf of customers who are the beneficial owners of such shares and as to which such record owner(s) may exercise voting rights under certain limited circumstances:
Short Term Fund |
First Clearing LLC |
Jacksonville, FL |
20.4% |
|
Merrill Lynch, Pierce Fenner & Smith |
Jacksonville, FL |
14.5% |
|
Charles Schwab & Co. Inc. |
San Francisco, CA |
11.7% |
|
Pershing LLC |
Jersey City, NJ |
9.4% |
|
Morgan Stanley Smith Barney |
Jersey City, NJ |
8.8% |
|
UBS WM USA |
Weehawken, NJ |
8.0% |
|
National Financial Services LLC |
New York, NY |
6.5% |
|
American Enterprise Investment Svcs |
Minneapolis, MN |
5.3% |
Intermediate Term Fund |
Merrill Lynch, Pierce Fenner & Smith |
Jacksonville, FL |
46.9% |
|
Morgan Stanley Smith Barney |
Jersey City, NJ |
14.2% |
|
Pershing LLC |
Jersey City, NJ |
9.3% |
|
UBS WM USA |
Weehawken, NJ |
6.9% |
|
First Clearing LLC |
Jacksonville, FL |
6.4% |
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Long Term Fund |
Morgan Stanley Smith Barney |
Jersey City, NJ |
37.0% |
|
National Financial Services LLC |
New York, NY |
25.4% |
|
UBS WM USA |
Weehawken, NJ |
15.1% |
|
American Enterprise Investment Svcs |
Minneapolis, MN |
5.1% |
Beneficial owners of 25% or more of this Class of the Fund are presumed to be in control of the Class for purposes of voting on certain matters submitted to shareholders.
To the knowledge of the Trust, no other person owned of record or beneficially 5% or more of the outstanding shares of this Class of
each
Fund as of such date.
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APPENDIX C
Class I Performance and Ownership
Performance Information. The tables below indicate the average annual total return (both before and after taxes) on a hypothetical investment in shares of $1,000. Total return for the period prior to March 27, 2009 (for Short Term Fund) reflects the total return of the Predecessor Account shares, adjusted to reflect sales charges (if any) applicable to that Class. The total return shown below has not been adjusted to reflect Fund expenses (such as distribution and/or service fees). If such an adjustment was made, the total return of this Class would be different. Any performance presented with an asterisk (*) includes the effect of subsidizing expenses. Performance would have been lower without subsidies.
Total returns are historical and are calculated by determining the percentage change in net asset value or public offering price with all distributions reinvested. Each Funds past performance (both before and after taxes) is no guarantee of future results. Investment return and principal value of Fund shares will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Performance is for the stated time period only; due to market volatility, a Funds current performance may be lower or higher than the quoted return. For the Funds performance as of the most recent month-end, please refer to www.eatonvance.com.
About Returns After Taxes. After-tax returns for the five and ten year periods for the Short Term Fund are not shown because the Predecessor Account, unlike a registered investment company, was not required to make annual income distributions to its investors.
Intermediate Term Fund |
|
Length of Period Ended January 31, 2013 |
|
Average Annual Total Return: |
|
One Year* |
Life of Fund* |
Before Taxes |
|
3.05% |
8.05% |
After Taxes on Distributions |
|
2.61% |
7.81% |
After Taxes on Distributions and Redemption |
|
2.39% |
6.51% |
Fund commenced operations on February 1, 2010. |
Long Term Fund |
|
Length of Period Ended January 31, 2013 |
|
Average Annual Total Return: |
|
One Year* |
Life of Fund* |
Before Taxes |
|
6.82% |
10.66% |
After Taxes on Distributions |
|
4.68% |
9.57% |
After Taxes on Distributions and Redemption |
|
5.27% |
8.49% |
Fund commenced operations on February 1, 2010. |
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Control Persons and Principal Holders of Securities.
At May 1,
2013
, the Trustees and officers of the Trust, as a group, owned
approximately 5.7%
of the outstanding shares of this Class of
Long Term
Fund.
Trustees and officers of the Trust, as a group, owned in the aggregate less than 1% (except as noted above) of the outstanding shares of this Class of each Fund.
In addition, as of the same date, the following person(s) held the share percentage indicated below, which was owned either (i) beneficially by such person(s) or (ii) of record by such person(s) on behalf of customers who are the beneficial owners of such shares and as to which such record owner(s) may exercise voting rights under certain limited circumstances:
Short Term Fund |
Merrill Lynch, Pierce Fenner & Smith |
Jacksonville, FL |
36.8% |
|
First Clearing LLC Special Custody Acct |
Jacksonville, FL |
21.9% |
|
Morgan Stanley Smith Barney |
Jersey City, NJ |
17.9% |
|
National Financial Services LLC FEBO Customers |
New York, NY |
5.6% |
Intermediate Term Fund |
Merrill Lynch, Pierce Fenner & Smith |
Jacksonville, FL |
73.7% |
|
Morgan Stanley Smith Barney |
Jersey City, NJ |
11.6% |
|
First Clearing LLC Special Custody Acct |
Jacksonville, FL |
6.3% |
Long Term Fund |
Eaton Vance Management ATTN Accounting Dept. |
Boston, MA |
54.1% |
|
Morgan Stanley Smith Barney |
Jersey City, NJ |
27.5% |
|
National Financial Services LLC FEBO Customers |
New York, NY |
7.9% |
|
Pershing LLC |
Jersey City NJ |
5.1% |
Beneficial owners of 25% or more of this Class of the Fund are presumed to be in control of the Class for purposes of voting on certain matters submitted to shareholders.
To the knowledge of the Trust, no other person owned of record or beneficially 5% or more of the outstanding shares of this Class of
each
Fund as of such date.
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APPENDIX D
RATINGS
The ratings indicated herein are believed to be the most recent ratings available at the date of this SAI for the securities listed. Ratings are generally given to securities at the time of issuance. While the rating agencies may from time to time revise such ratings, they undertake no obligation to do so, and the ratings indicated do not necessarily represent ratings which would be given to these securities on a particular date.
MOODYS INVESTORS SERVICE, INC. (Moodys)
LONG-TERM CORPORATE OBLIGATIONS RATINGS
Moodys long-term obligation ratings are opinions of the relative credit risk of fixed-income obligations with an original maturity of one year or more. They address the possibility that a financial obligation will not be honored as promised. Such ratings use Moodys Global Scale and reflect both the likelihood of default and any financial loss suffered in the event of default.
Aaa: Obligations rated Aaa are judged to be of the highest quality, with minimal credit risk.
Aa: Obligations rated Aa are judged to be of high quality and are subject to very low risk.
A: Obligations rated A are considered upper-medium grade and are subject to low credit risk.
Baa: Obligations rated Baa are subject to moderate credit risk. They are considered medium grade and as such may possess certain speculative characteristics.
Ba: Obligations rated Ba are judged to have speculative elements and are subject to substantial credit risk.
B: Obligations rated B are considered speculative and are subject to high credit risk.
Caa: Obligations rated Caa are judged to be of poor standing and are subject to very high credit risk.
Ca: Obligations rated Ca are highly speculative and are likely in, or very near, default, with some prospect of recovery of principal and interest.
C: Obligations rated C are the lowest rated class of bonds and are typically in default, with little prospect for recovery of principal or interest.
Note: Moodys appends numerical modifiers, 1, 2, and 3 to each generic rating classification from Aa through Caa. The modifier 1 indicates that the obligation ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates a ranking in the lower end of that generic rating category.
SHORT-TERM CORPORATE OBLIGATION RATINGS
Moodys short term ratings are opinions of the ability of issuers to honor short-term financial obligations. Ratings may be assigned to issuers, short-term programs or to individual short-term debt instruments. Such obligations generally have an original maturity not exceeding thirteen months, unless explicitly noted.
P-1: Issuers (or supporting institutions) rated Prime-1 have a superior ability to repay short-term debt obligations.
P-2: Issuers (or supporting institutions) rated Prime-2 have a strong ability to repay short-term debt obligations.
P-3: Issuers (or supporting institutions) rated Prime-3 have an acceptable ability to repay short-term obligations.
NP: Issuers (or supporting institutions) rated Not Prime do not fall within any of the Prime ratings categories.
ISSUER RATINGS
Issuer Ratings are opinions of the ability of entities to honor senior unsecured financial obligations and contracts. Moodys expresses Issuer Ratings on its general long-term and short-term scales.
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US MUNICIPAL RATINGS
Moodys municipal ratings are opinions of the investment quality of issuers and issues in the U.S. municipal market. As such, these ratings incorporate assessment of the default probability and loss severity of these issuers and issues. The default and loss content for Moodys municipal long-term rating scale differs from Moodys general long-term scale. Historical default and loss rates for obligations rated on the US Municipal Scale are significantly lower that for similarly rated corporate obligations. It is important that users of Moodys ratings understand these differences when making rating comparisons between the Municipal and Global scales.
US MUNICIPAL LONG-TERM DEBT RATINGS
Municipal Ratings are based upon the analysis of five primary factors related to municipal finance: market position, financial position, debt levels, governance, and covenants. Each of the factors is evaluated individually and for its effect on the other factors in the context of the municipalitys ability to repay its debt.
Aaa: Issuers or issues rated Aaa demonstrate the strongest creditworthiness relative to other US municipal or tax-exempt issuers or issues.
Aa: Issuers or issues rated Aa demonstrate very strong creditworthiness relative to other US municipal and tax-exempt issuers.
A: Issuers or issues rated A present above-average creditworthiness relative to other US municipal or tax-exempt issuers or issues.
Baa: Issuers or issues rated Baa represent average creditworthiness relative to other US municipal or tax-exempt issuers or issues.
Ba: Issuers or issues rated Ba demonstrate below-average creditworthiness relative to other US municipal or tax-exempt issuers or issues.
B: Issuers or issues rated B demonstrate weak creditworthiness relative to other US municipal or tax-exempt issuers or issues.
Caa: Issuers or issues rated Caa demonstrate very weak creditworthiness relative to other US municipal or tax-exempt issuers or issues.
Ca: Issuers or issues rated Ca demonstrate extremely weak creditworthiness relative to other US municipal or tax-exempt issuers or issues.
C: Issuers or issues rated Caa demonstrate the weakest creditworthiness relative to other US municipal or tax-exempt issuers or issues.
Note: Moodys appends numerical modifiers, 1, 2, and 3 to each generic rating classification from Aa through Caa. The modifier 1 indicates that the obligation ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates a ranking in the lower end of that generic rating category.
US MUNICIPAL SHORT-TERM OBLIGATION RATINGS AND DEMAND OBLIGATION RATINGS
Short-Term Obligation Ratings
There are three rating categories for short-term municipal obligations that are considered investment grade. These ratings are designated as Municipal Investment Grade (MIG) and are divided into three levels--MIG 1 through MIG 3. In addition, those short-term obligations that are of speculative quality are designated SG, or speculative grade. MIG ratings expires at the maturity of the obligation.
MIG 1: This designation denotes superior credit quality. Excellent protection is afforded by established cash flows, highly reliable liquidity support, or demonstrated broad-band access to the market for refinancing.
MIG 2: This designation denotes strong credit quality. Margins of protection are ample, although not as large as in the preceding group.
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MIG 3: This designation denotes acceptable credit quality. Liquidity and cash-flow protection may be narrow, and market access for refinancing is likely to be less well-established.
SG: This designation denotes speculative-grade credit quality. Debt instruments in this category may lack sufficient margins or protection.
Demand Obligation Ratings
In the case of variable rate demand obligations (VRDOs), a two-component rating is assigned; a long or short-term rating and demand obligation rating. The first element represents Moodys evaluation of the degree of risk associated with scheduled principal and interest payments. The second element represents Moodys evaluation of the degree of risk associated with the ability to receive purchase price upon demand (demand feature), using a variation of the MIG rating scale, the Variable Municipal Investment Grade or VMIG rating.
When either the long- or short-term aspect of a VRDO is not rated, that piece is designated NR., e.g., Aaa/NR or NR/VMIG.
VMIG rating expirations are a function of each issues specific structural or credit features.
VMIG 1: This designation denotes superior credit quality. Excellent protection is afforded by the superior short-term credit strength of the liquidity provider and structural and legal protections that ensure the timely payment of purchase price upon demand.
VMIG 2: This designation denotes strong credit quality. Good protection is afforded by the strong short-term credit strength of the liquidity provider and structural and legal protections that ensure the timely payment of purchase price upon demand.
VMIG 3: This designation denotes acceptable credit quality. Adequate protection is afforded by the satisfactory short-term credit strength of the liquidity provider and structural and legal protections that ensure the timely payment of purchase price upon demand.
SG: This designation denotes speculative-grade credit quality. Demand features rated in this category may be supported by a liquidity provider that does not have an investment grade short-term rating or may lack the structural and/or legal protections necessary to ensure the timely payment of purchase price upon demand.
STANDARD & POORS RATINGS GROUP (S&P)
ISSUE CREDIT RATINGS DEFINITIONS
Issue credit ratings can be either long or short term. Short-term ratings are generally assigned to those obligations considered short-term in the relevant market. In the U.S., for example, that means obligations with an original maturity of no more than 365 days--including commercial paper. Short-term ratings are also used to indicated the creditworthiness of an obligor with respect to put-features on long-term obligations. The result is a dual rating, in which the short-term rating addresses the put feature, in addition to the usual long-term rating. Medium-term notes are assigned long-term ratings.
Issue credit ratings are based in varying degrees on the following considerations:
Likelihood of payment, capacity and willingness of the obligor to meet its financial commitment on an obligation in accordance with the terms of the obligation.
Nature of and provisions of the obligations;
Protection afforded by, and relative position of, the obligation in the event of bankruptcy, reorganization, or other arrangement under the laws of bankruptcy and other laws affecting creditors rights.
Issue ratings are an assessment of default risk, but may incorporate an assessment of relative seniority or ultimate recovery in the event of default. Junior obligations are typically rated lower than senior obligations, to reflect the lower priority in bankruptcy, as noted above. (Such differentiation may apply when an entity has both senior and subordinated obligations, secured and unsecured obligations, or operating company and holding company obligations.)
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LONG-TERM ISSUE CREDIT RATINGS:
AAA: An obligation rated AAA has the highest rating assigned by S&P. The obligors capacity to meet its financial commitment on the obligation is extremely strong.
AA: An obligation rated AA differs from the highest-rated obligors only to a small degree. The obligors capacity to meet its financial commitments on the obligation is very strong.
A: An obligation rated A is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher-rated categories. However, the obligors capacity to meet its financial commitments on the obligation is still strong.
BBB: An obligation rated BBB exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.
BB, B, CCC, CC and C
Obligations rated BB, B, CCC, CC, and C are regarded as having significant speculative characteristics. BB indicates the least degree of speculation and C the highest. While such obligations will likely have some quality and protective characteristics, these may be outweighed by large uncertainties or major exposures to adverse conditions.
BB: An obligation rated BB is less vulnerable to non-payment than other speculative issues. However, it faces major ongoing uncertainties or exposure to adverse business, financial, or economic conditions which could lead to the obligors inadequate capacity to meet its financial commitment on the obligation.
B: An obligation rated B is more vulnerable than obligations rated BB, but the obligor currently has the capacity to meet its financial commitment on the obligation. Adverse business, financial or economic conditions will likely impair the obligors capacity or willingness to meet its financial commitment on the obligation.
CCC: An obligation rated CCC is currently vulnerable to nonpayment, and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitment on the obligation. In the event of adverse business, financial or, economic conditions, the obligor is not likely to have the capacity to meet its financial commitment on the obligation.
CC: An obligation rated CC is currently highly vulnerable to nonpayment.
C: A subordinated debt or preferred stock obligation rated C is currently highly vulnerable to nonpayment. The C rating may be used to cover a situation where a bankruptcy petition has been filed or similar action taken, but payments on this obligation are being continued. A C also will be assigned to a preferred stock issue in arrears on dividends or sinking fund payments, but that is currently paying.
D: A obligation rated D is in payment default. The D rating category is used when payments on an obligation are not made on the date due even if the applicable grace period has not expired, unless S&P believes that such payments will be made during such grace period. The D rating also will be used upon the filing of a bankruptcy petition or the taking of a similar action if payments on an obligation are jeopardized.
Plus (+) or Minus (-): The ratings from AA to CCC may be modified by the addition of a plus (+) or minus (-) sign to show relative standing within the major rating categories.
NR: This indicates that no rating has been requested, that there is insufficient information on which to base a rating, or that S&P does not rate a particular obligation as a matter of policy.
SHORT-TERM ISSUE CREDIT RATINGS
A-1: A short-term obligation rated A-1 is rated in the highest category by S&P. The obligors capacity to meet its financial commitment on the obligation is strong. Within this category, certain obligations are designated with a plus sign (+). This indicates that the obligors capacity to meet its financial commitments on these obligation is extremely strong.
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A-2: A short-term obligation rated A-2 is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher rating categories. However, the obligors capacity to meet its financial commitment on the obligation is satisfactory.
A-3: A short-term obligation rated A-3 exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.
B: A short-term obligation rated B is regarded as having significant speculative characteristics. Ratings of B-1, B-2, and B-3 may be assigned to indicate finer distinctions within the B category. The obligor currently has the capacity to meet its financial commitment on the obligation; however, it faces major ongoing uncertainties which could lead to the obligors inadequate capacity to meet its financial commitment on the obligation.
B-1: A short-term obligation rated B-1 is regarded as having significant speculative characteristics, but the obligor has a relatively stronger capacity to meet their financial commitments over the short-term compared to other speculative-grade obligors.
B-2: A short-term obligation rated B-2 is regarded as having significant speculative characteristics, and the obligor has an average speculative-grade capacity to meet its financial commitments over the short-term compared to other speculative-grade obligors.
B-3: A short-term obligation rated B-3 is regarded as having significant speculative characteristics, and the obligor has a relatively weaker capacity to meet its financial commitments over the short-term compared to other speculative-grade obligors.
C: A short-term obligation rated C is currently vulnerable to nonpayment and is dependent upon favorable business, financial and economic conditions for the obligor to meet its financial commitment on the obligation.
D: A short-term obligation rated D is in payment default. The D rating category is used when payments on an obligation are not made on the date due even if the applicable grace period has not expired, unless S&P believes that such payments will be made during such grace period. The D rating also will be used upon the filing of a bankruptcy petition or the taking of a similar action if payments on an obligation are jeopardized.
ISSUER CREDIT RATINGS DEFINITIONS
Issuer credit ratings are based on current information furnished by obligors or obtained by S&P from other sources it considers reliable. S&P does not perform an audit in connection with any issuer credit rating and may, on occasion, rely on unaudited financial information. Issuer credit ratings may be changed, suspended, or withdrawn as a result of changes in, or unavailability of, such information, or based on other circumstances. Issuer credit ratings can either be long or short term. Short-term issuer credit ratings reflect the obligors creditworthiness over a short-term horizon.
LONG-TERM ISSUER CREDIT RATINGS
AAA: An obligor rated AAA has extremely strong capacity to meet its financial commitments. AAA is the highest issuer credit rating assigned by S&P.
AA: An obligor rated AA has very strong capacity to meet its financial commitments. It differs from the highest-rated obligors only to a small degree.
A: An obligor rated A has strong capacity to meet its financial commitments but is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligors in higher-rated categories.
BBB: An obligor rated BBB has adequate capacity to meet its financial commitments. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitments.
BB, B, CCC and CC
Obligors rated BB, B, CCC, and CC are regarded as having significant speculative characteristics. BB indicates the least degree of speculation and CC the highest. While such obligors will likely have some quality and protective characteristics, these may be outweighed by large uncertainties or major exposures to adverse conditions.
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BB: An obligor BB is less vulnerable in the near term than other lower-rated obligors. However, it faces major ongoing uncertainties and exposure to adverse business, financial, or economic conditions which could lead to the obligors inadequate capacity to meet its financial commitments.
B: An obligor rated B is more vulnerable than the obligors rated BB, but the obligor currently has the capacity to meet its financial commitments. Adverse business, financial, or economic conditions will likely impair the obligors capacity or willingness to meets its financial commitments.
CCC: An obligor rated CCC is currently vulnerable, and is dependent upon favorable business, financial, and economic conditions to meet its financial commitments.
CC: An obligor rated CC is currently highly vulnerable.
Plus (+) or Minus (-): The ratings from AA to CCC may be modified by the addition of a plus (+) or minus (-) sign to show relative standing within the major rating categories.
R: An obligor rated R is under regulatory supervision owing to its financial condition. During the pendency of the regulatory supervision the regulators may have the power to favor one class of obligations over others or pay some obligations and not others. Please see S&Ps issue credit ratings for a more detailed description of the effects of regulatory supervision on specific issues or classes of obligations.
SD and D: An obligor rated SD (selective default) or D has failed to pay one or more of its obligations (rated or unrated) when it came due. A D rating is assigned when S&P believes that the default will be a general default and that the obligor will fail to pay all or substantially all of its obligations as they come due. An SD rating is assigned when S&P believes that the obligor has selectively defaulted on a specific issue or class of obligations but it will continue to meet its payment obligations on other issues or classes of obligations in a timely manner. Please see S&Ps issue credit ratings for a more detailed description of the effects of a default on specific issues or classes of obligations.
NR: An issuer designated NR is not rated.
SHORT-TERM ISSUER CREDIT RATINGS
A-1: An obligor rated A-1 has strong capacity to meet its financial commitments. It is rated in the highest category by S&P. Within this category, certain obligors are designated with a plus sign (+). This indicates that the obligors capacity to meet its financial commitments is extremely strong.
A-2: An obligor rated A-2 has satisfactory capacity to meet its financial commitments. However, it is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligors in the highest rating category.
A-3: An obligor rated A-3 has adequate capacity to meet its financial obligations. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitments.
B: An obligor rated B is regarded as vulnerable and has significant speculative characteristics. Ratings B-1, B-2, and B-3 may be assigned to indicate finer distinctions within the B category. The obligor currently has the capacity to meet its financial commitments; however, it faces major ongoing uncertainties which could lead to the obligors inadequate capacity to meet its financial commitments.
B-1: Obligors with a B-1 short-term rating have a relatively stronger capacity to meet their financial commitments over the short-term compared to other speculative-grade obligors.
B-2: Obligors with a B-2 short-term rating have an average speculative-grade capacity to meet their financial commitments over the short-term compared to other speculative-grade obligors.
B-3: Obligors with a B-3 short-term rating have a relatively weaker capacity to meet their financial commitments over the short-term compared to other speculative-grade obligors.
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C: An obligor rated C is currently vulnerable to nonpayment and is dependent upon favorable business, financial, and economic conditions for it to meet its financial commitments.
R: An obligor rated R is under regulatory supervision owing to its financial condition. During the pendency of the regulatory supervision the regulators may have the power to favor one class of obligations over others or pay some obligations and not others. Please see S&Ps issue credit ratings for a more detailed description of the effects of regulatory supervision on specific issues or classes of obligations.
SD and D: An obligor rated SD (selective default) or D has failed to pay one or more of its obligations (rated or unrated) when it came due. A D rating is assigned when S&P believes that the default will be a general default and that the obligor will fail to pay all or substantially all of its obligations as they come due. An SD rating is assigned when S&P believes that the obligor has selectively defaulted on a specific issue or class of obligations but it will continue to meet its payment obligations on other issues or classes of obligations in a timely manner. Please see S&Ps issue credit ratings for a more detailed description of the effects of a default on specific issues or classes of obligations.
NR: An issuer designated as NR is not rated.
MUNICIPAL RATINGS
SHORT-TERM NOTES: An S&P U.S. municipal note ratings reflects the liquidity factors and market access risks unique to notes. Notes due in three years or less will likely receive a note rating. Notes maturing beyond three years will most likely receive a long-term debt rating. The following criteria will be used in making that assessment:
Amortization schedule--the larger the final maturity relative to other maturities, the more likely it will be treated as a note; and
Source of payment--the more dependent the issue is on the market for its refinancing, the more likely it will be treated as a note.
Note rating symbols are as follows:
SP-1: Strong capacity to pay principal and interest. An issue determined to possess a very strong capacity to pay debt will be given a plus(+) designation.
SP-2: Satisfactory capacity to pay principal and interest, with some vulnerability to adverse financial and economic changes over the term of the notes.
SP-3: Speculative capacity to pay principal and interest.
FITCH RATINGS
LONG-TERM CREDIT RATINGS
Investment Grade
AAA: Highest credit quality AAA ratings denote the lowest expectation of credit risk. They are assigned only in case of exceptionally strong capacity for payment of financial commitments. The capacity is highly unlikely to be adversely affected by foreseeable events.
AA: Very high credit quality. AA ratings denote expectations of very low credit risk. They indicate very strong capacity for payment of financial commitments. This capacity is not significantly vulnerable to foreseeable events.
A: High credit quality. A ratings denote expectations of low credit risk. The capacity for payment of financial commitments is considered strong. The capacity may, nevertheless, be more vulnerable to changes in circumstances or in economic conditions that is the case for higher ratings.
BBB: Good credit quality. BBB ratings indicate that they are currently expectations of low credit risk. The capacity for payment of financial commitments is considered adequate but adverse changes in circumstances and economic conditions are more likely to impair this capacity. This is the lowest investment grade category.
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Speculative Grade
BB: Speculative. BB ratings indicate that there is a possibility of credit risk developing, particularly as the result of adverse economic change over time; however, business or financial alternatives may be available to allow financial commitments to be met. Securities rated in this category are not investment grade. The obligors ability to pay interest and repay principal may be affected over time by adverse economic changes. However, business and financial alternatives can be identified that could assist the obligor in satisfying its debt service requirements.
B: Highly speculative. For issuers and performing obligations, B ratings indicate that significant credit risk is present, but a limited margin of safety remains. Financial commitments are currently being met; however, capacity for continued payment is contingent upon a sustained, favorable business and economic environment.
For individual obligations, may indicate distressed or defaulted obligations with potential for extremely high recoveries. Such obligations would possess a Recovery of Rating RR1 (outstanding).
CCC: For issuers and performing obligations, default is a real possibility. Capacity for meeting financial commitments is solely reliant upon sustained, favorable business or economic conditions.
For individual obligations, may indicate distressed or defaulted obligations with potential for average to superior levels of recovery. Differences in credit quality may be denoted by plus/minus distinctions. Such obligations typically would possess a Recovery Rating of RR2 (superior), RR3 (good) or RR4 (average).
CC: For issuers and performing obligations, default of some kind appears probable.
For individual obligations, may indicate distressed or defaulted obligations with a Recovery Rating of RR4 (average) or RR5 (below average).
C: For issuers performing obligations, default is imminent.
For individual obligations, may indicate distressed or defaulted obligations with potential for below-average to poor recoveries. Such obligations would possess a Recovery Rating of RR6 (poor).
RD: Indicates an entity that has failed to make due payments (within the applicable grace period) on some but not all material financial obligations, but continues to honor other classes of obligations.
D: Indicates an entity or sovereign that has defaulted on all of its financial obligations. Default generally is defined as one of the following:
Failure of an obligor to make timely payment of principal and/or interest under the contractual terms of any financial obligation; The bankruptcy filings, administration, receivership, liquidation or other winding-up or cessation of business of an obligor; The distressed or other coercive exchange of an obligation, where creditors were offered securities with diminished structural or economic terms compared with the existing obligation.
Default ratings are not assigned prospectively; within this context, non-payment on an instrument that contains a deferral feature or grace period will not be considered a default until after the expiration of the deferral or grace period.
Issuers will be rated D upon a default. Defaulted and distressed obligations typically are rated along the continuum of C to B ratings categories, depending upon their recovery prospects and other relevant characteristics. Additionally, in structured finance transactions, where analysis indicates that an instrument is irrevocably impaired such that it is not expected to meet pay interest and/or principal in full in accordance with the terms of the obligations documentation during the life of the transaction, but where no payment default in accordance with the terms of the documentation is imminent, the obligation may be rated in the B or CCC-C categories.
Default is determined by reference to the terms of the obligations documentation. Fitch will assign default ratings where it has reasonably determined that payment has not been made on a material obligation in accordance with the requirements of the obligations documentation, or where it believes that default ratings consistent with Fitchs published definition of default are the most appropriate ratings to assign.
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Notes to Long-Term ratings:
The modifiers + or - may be appended to a rating to denote relative status within major rating categories. Such suffixes are not added to the AAA Long-term rating category, to categories below CCC, or to Short-term ratings other than F1. (The +/- modifiers are only used to denote issues within the CCC category, whereas issuers are only rated CCC without the use of modifiers.)
Short-Term Credit Ratings
The following ratings scale applies to foreign currency and local currency ratings. A Short-term rating has a time horizon of less than 13 months for most obligations, or up to three years for US public finance, in line with industry standards, to reflect unique risk characteristics of bond, tax and revenue anticipation notes that are commonly issued with terms up to three years. Short-term ratings thus place greater emphasis on the liquidity necessary to meet financial commitments in a timely manner.
F1: Highest credit quality. Indicates the strongest capacity for timely payment of financial commitments; may have an added + to denote any exceptionally strong credit feature.
F2: Good credit quality. A satisfactory capacity for timely payment of financial commitments, but the margin of safety is not as great as in the case of the higher ratings.
F3: Fair credit quality. The capacity for timely payment of financial commitments is adequate; however, near term adverse changes could result in a reduction to non investment grade.
B: Speculative. Minimal capacity for timely payment of financial commitments, plus vulnerability to near term adverse changes in financial and economic conditions.
C: High default risk. Default is a real possibility. Capacity for meeting financial commitments is solely reliant upon a sustained, favorable business and economic environment.
D: Indicates an entity or sovereign that has defaulted on all of its financial obligations.
Notes to Short-Term ratings:
The modifiers + or - may be appended to a rating to denote relative status within major rating categories. Such suffixes are not added to the AAA Long-term rating category, to categories below CCC, or to Short-term ratings other than F1. (The +/- modifiers are only used to denote issues within the CCC category, whereas issuers are only rated CCC without the use of modifiers.)
DESCRIPTION OF INSURANCE FINANCIAL STRENGTH RATINGS
Moodys Investors Service, Inc. Insurance Financial Strength Ratings
Moodys Insurance Financial Strength Ratings are opinions of the ability of insurance companies to repay punctually senior policyholder claims and obligations. Specific obligations are considered unrated unless they are individually rated because the standing of a particular insurance obligation would depend on an assessment of its relative standing under those laws governing both the obligation and the insurance company. Insurance Companies rated Aaa offer exceptional financial security. While the credit profile of these companies is likely to change, such changes as can be visualized are most unlikely to impair their fundamentally strong position.
Standard &Poors Insurance Financial Strength Ratings
A S&P insurer financial strength rating is a current opinion of the financial security characteristics of an insurance organization with respect to its ability to pay under its insurance policies and contracts in accordance with their terms. Insurer financial strength ratings are also assigned to health maintenance organizations and similar health plans with respect to their ability to pay under their policies and contracts in accordance with their terms. This opinion is not specific to any particular policy or contract, nor does it address the suitability of a particular policy or contract for a specific purpose or purchaser. Furthermore, the opinion does not take into account deductibles, surrender or cancellation penalties, timeliness of payment, nor the likelihood of the use of a defense such as fraud to deny claims. For organizations with cross-border or multinational operations, including those conducted by subsidiaries or branch offices, the ratings do not take into account potential that may exist for foreign exchange restrictions to prevent financial obligations from being met. Insurer financial strength ratings are based on information furnished
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by rated organizations or obtained by S&P from other sources it considers reliable. S&P does not perform an audit in connection with any rating and may on occasion rely on unaudited financial information. Ratings may be changed, suspended, or withdrawn as a result of changes in, or unavailability of such information or based on other circumstances. Insurer financial strength ratings do not refer to an organizations ability to meet nonpolicy (i.e. debt) obligations. Assignment of ratings to debt issued by insurers or to debt issues that are fully or partially supported by insurance policies, contracts, or guarantees is a separate process from the determination of insurer financial strength ratings, and follows procedures consistent with issue credit rating definitions and practices. Insurer financial strength ratings are not a recommendation to purchase or discontinue any policy or contract issued by an insurer or to buy, hold, or sell any security issued by an insurer. A rating is not a guaranty of an insurers financial strength or security. An insurer rated AAA has extremely strong financial security characteristics. AAA is the highest insurer financial strength rating assigned by S&P.
Fitch Insurer Financial Strength Ratings
The Fitch Insurer Financial Strength (IFS) Rating provides an assessment of the financial strength of an insurance organization. The IFS Rating is assigned to the insurance companys policyholder obligations, including assumed reinsurance obligations and contract holder obligations, such as guaranteed investment contracts. The IFS Rating reflects both the ability of the insurer to meet these obligations on a timely basis, and expected recoveries received by claimants in the event the insurer stops making payments or payments are interrupted, due to either the failure of the insurer or some form of regulatory intervention. In the context of the IFS Rating, the timeliness of payments is considered relative to both contract and/or policy terms but also recognizes the possibility of reasonable delays caused by circumstances common to the insurance industry, including claims reviews, fraud investigations and coverage disputes. The IFS Rating does not encompass policyholder obligations residing in separate accounts, unit-linked products or segregated funds, for which the policyholder bears investment or other risks. However, any guarantees provided to the policyholder with respect such obligations are included in the IFS Rating. Expected recoveries are based on Fitchs assessments of the sufficiency of an insurance companys assets to fund policyholder obligations, in a scenario in which payments have been ceased or interrupted. Accordingly, expected recoveries exclude the impact of recoveries obtained from any government sponsored guaranty or policyholder protection funds. Expected recoveries also exclude the impact of collateralizing or security, such as letters of credit or trusteed assets, supporting select reinsurance obligations. IFS Ratings can be assigned to insurance and reinsurance companies in any insurance sector, including the life & annuity, non-life, property/casualty, health, mortgage, financial guaranty, residual value and title insurance sectors, as well as to managed care companies such as health maintenance organizations. The IFS Rating does not address the quality of an insurers claims handling services or the relative value of products sold. AAA IFS Rating is exceptional strong. AAA IFS Rating denotes the lowest exception of ceased or interrupted payments. They are assigned only in the case of exceptionally strong capacity to meet policyholder and contract obligations on a timely basis. This capacity is highly unlikely to be adversely affected by foreseeable events.
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APPENDIX E
Eaton Vance Funds
Proxy Voting Policy and Procedures
I
.
Overview
The Boards of Trustees (the “ Board ” ) of the Eaton Vance Funds have determined that it is in the interests of the Funds ’ shareholders to adopt these written proxy voting policy and procedures (the Policy). For purposes of this Policy:
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Fund means each registered investment company sponsored by the Eaton Vance organization; and
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Adviser means the adviser or sub-adviser responsible for the day-to-day management of all or a portion of the Funds assets.
II
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Delegation of Proxy Voting Responsibilities
The Board hereby delegates to the Adviser responsibility for voting the Fund ’ s proxies as described in this Policy. In this connection, the Adviser is required to provide the Board with a copy of its proxy voting policies and procedures (Adviser Procedures) and all Fund proxies will be voted in accordance with the Adviser Procedures, provided that in the event a material conflict of interest arises with respect to a proxy to be voted for the Fund (as described in Section IV below) the Adviser shall follow the process for voting such proxy as described in Section IV below.
The Adviser is required to report any material change to the Adviser Procedures to the Board in the manner set forth in Section V below. In addition, the Board will review the Adviser Procedures annually.
III
.
Delegation of Proxy Voting Disclosure Responsibilities
Pursuant to Rule 30b1-4 promulgated under the Investment Company Act of 1940, as amended (the “ 1940 Act ” ), the Fund is required to file Form N-PX no later than August 31st of each year. On Form N-PX, the Fund is required to disclose, among other things, information concerning proxies relating to the Funds portfolio investments, whether or not the Fund (or its Adviser) voted the proxies relating to securities held by the Fund and how it voted on the matter and whether it voted for or against management.
To facilitate the filing of Form N-PX for the Fund:
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The Adviser is required to record, compile and transmit in a timely manner all data required to be filed on Form N-PX for the Fund that it manages. Such data shall be transmitted to Eaton Vance Management, which acts as administrator to the Fund (the Administrator) or the third party service provider designated by the Administrator; and
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the Administrator is required to file Form N-PX on behalf of the Fund with the Securities and Exchange Commission (Commission) as required by the 1940 Act. The Administrator may delegate the filing to a third party service party provided each such filing is reviewed and approved by the Administrator.
IV
.
Conflicts of Interest
The Board expects the Adviser, as a fiduciary to the Fund it manages, to put the interests of the Fund and its shareholders above those of the Adviser. When required to vote a proxy for the Fund, the Adviser may have material business relationships with the issuer soliciting the proxy that could give rise to a potential material conflict of interest for the Adviser. 1 In the event such a material conflict of interest arises , the Adviser, to the extent it is aware or reasonably should have been aware of the material conflict, will refrain from voting any proxies related to companies giving rise to such material conflict until it notifies and consults with the appropriate Board, or any committee, sub-committee or group of Independent Trustees identified by the Board (as long as such committee, sub-committee or group contains at least two or more Independent Trustees) (the Board Members), concerning the material conflict. 2 For ease of communicating with the Board Members, the Adviser is required to provide the foregoing notice to the Funds Chief Legal Officer who will then notify and facilitate a consultation with the Board Members.
Once the Board Members have been notified of the material conflict:
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They shall convene a meeting to review and consider all relevant materials related to the proxies involved. This meeting shall be convened within 3 business days, provided that it an effort will be made to convene the meeting sooner if the proxy must be voted in less than 3 business days;
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·
In considering such proxies, the Adviser shall make available all materials requested by the Board Members and make reasonably available appropriate personnel to discuss the matter upon request.
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The Board Members will then instruct the Adviser on the appropriate course of action with respect to the proxy at issue.
If the Board Members are unable to meet and the failure to vote a proxy would have a material adverse impact on the Fund(s) involved, the Adviser will have the right to vote such proxy, provided that it discloses the existence of the material conflict to the Chairman of the Board as soon as practicable and to the Board at its next meeting. Any determination regarding the voting of proxies of the Fund that is made by the Board Members shall be deemed to be a good faith determination regarding the voting of proxies by the full Board.
V
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Reports and Review
The Administrator shall make copies of each Form N-PX filed on behalf of the Fund available for the Boards review upon the Board request. The Administrator (with input from the Adviser for the Fund) shall also provide any reports reasonably requested by the Board regarding the proxy voting records of the Fund.
The Adviser shall report any material changes to the Adviser Procedures to the Board as soon as practicable and the Boards will review the Adviser Procedures annually.
The Adviser also shall report any changes to the Adviser Procedures to the Fund Chief Legal Officer prior to implementing such changes in order to enable the Administrator to effectively coordinate the Funds disclosure relating to the Adviser Procedures.
To the extent requested by the Commission, the Policy and the Adviser Procedures shall be appended to the Funds statement of additional information included in its registration statement.
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1
An Adviser is expected to maintain a process for identifying a potential material conflict of interest. As an example only, such potential conflicts may arise when the issuer is a client of the Adviser and generates a significant among of fees to the Adviser or the issuer is a distributor of the Advisers products.
2
If a material conflict of interest exists with respect to a particular proxy and the proxy voting procedures of the relevant Adviser require that proxies are to be voted in accordance with the recommendation of a third party proxy voting vendor, the requirements of this Section IV shall only apply if the Adviser intends to vote such proxy in a manner inconsistent with such third party recommendation.
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APPENDIX F
EATON VANCE MANAGEMENT
BOSTON MANAGEMENT AND RESEARCH
PROXY VOTING POLICIES AND PROCEDURES
I. Introduction
Eaton Vance Management, Boston Management and Research and Eaton Vance Investment Counsel (each an Adviser and collectively the Advisers) have each adopted and implemented policies and procedures that each Adviser believes are reasonably designed to ensure that proxies are voted in the best interest of clients, in accordance with its fiduciary duties and Rule 206(4)-6 under the Investment Advisers Act of 1940, as amended. The Advisers authority to vote the proxies of their clients is established by their advisory contracts or similar documentation, such as the Eaton Vance Funds Proxy Voting Policy and Procedures. These proxy policies and procedures reflect the U.S. Securities and Exchange Commission (SEC) requirements governing advisers and the long-standing fiduciary standards and responsibilities for ERISA accounts set out in the Department of Labor Bulletin 94-2 C.F.R. 2509.94-2 (July 29, 1994).
II. Overview
Each Adviser manages its clients assets with the overriding goal of seeking to provide the greatest possible return to such clients consistent with governing laws and the investment policies of each client. In pursuing that goal, each Adviser seeks to exercise its clients rights as shareholders of voting securities to support sound corporate governance of the companies issuing those securities with the principle aim of maintaining or enhancing the companies economic value.
The exercise of shareholder rights is generally done by casting votes by proxy at shareholder meetings on matters submitted to shareholders for approval (for example, the election of directors or the approval of a companys stock option plans for directors, officers or employees). Each Adviser is adopting the formal written Guidelines described in detail below and will utilize such Guidelines in voting proxies on behalf of its clients. These Guidelines are designed to promote accountability of a companys management and board of directors to its shareholders and to align the interests of management with those of shareholders.
Each Adviser will vote any proxies received by a client for which it has sole investment discretion through a third-party proxy voting service (Agent) in accordance with customized policies, as approved by the Boards of Trustees of the Eaton Vance Funds and, with respect to proxies referred back to the Adviser by the Agent pursuant to the Guidelines, in a manner that is reasonably designed to eliminate any potential conflicts of interest, as described more fully below. The Agent is currently Institutional Shareholder Services Inc. Proxies will be voted in accordance with client-specific guidelines and an Eaton Vance Funds sub-advisers proxy voting policies and procedures, if applicable.
No set of guidelines can anticipate all situations that may arise. In special cases, the Proxy Administrator (the person specifically charged with the responsibility to oversee the Agent and coordinate the voting of proxies referred back to the Adviser by the Agent) may seek insight from the Proxy Group established by the Advisers. The Proxy Group will assist in the review of the Agents recommendation when a proxy voting issue is referred to the Proxy Group through the Proxy Administrator. The members of the Proxy Group, which may include employees of the Advisers affiliates, may change at the Advisers discretion.
III. Roles and Responsibilities
A. Proxy Administrator
The Proxy Administrator will assist in the coordination of the voting of each clients proxy in accordance with the Guidelines below and the Funds Proxy Voting Policy and Procedures. The Proxy Administrator is authorized to direct the Agent to vote a proxy in accordance with the Guidelines. Responsibilities assigned herein to the Proxy Administrator, or activities in support thereof, may be performed by such members of the Proxy Group or employees of the Advisers affiliates as are deemed appropriate by the Proxy Group.
B. Agent
An independent proxy voting service (the Agent), as approved by the Board of each Fund, shall be engaged to assist in the voting of proxies. The Agent is currently Institutional Shareholder Services Inc. The Agent is responsible for coordinating with the clients custodians and the Advisers to ensure that all proxy materials received by the custodians relating to the portfolio securities are processed in a timely fashion. The Agent is required to vote and/or refer all proxies in accordance with the Guidelines below. The Agent shall retain a record of all proxy votes handled by the Agent. Such record must reflect all of
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the information required to be disclosed in a Funds Form N-PX pursuant to Rule 30b1-4 under the Investment Company Act of 1940. In addition, the Agent is responsible for maintaining copies of all proxy statements received by issuers and to promptly provide such materials to an Adviser upon request.
Subject to the oversight of the Advisers, the Agent shall establish and maintain adequate internal controls and policies in connection with the provision of proxy voting services to the Advisers, including methods to reasonably ensure that its analysis and recommendations are not influenced by a conflict of interest, and shall disclose such controls and policies to the Advisers when and as provided for herein. Unless otherwise specified, references herein to recommendations of the Agent shall refer to those in which no conflict of interest has been identified.
C. Proxy Group
The Adviser shall establish a Proxy Group which shall assist in the review of the Agents recommendations when a proxy voting issue has been referred to the Proxy Administrator by the Agent. The members of the Proxy Group, which may include employees of the Advisers affiliates, may be amended from time to time at the Advisers discretion.
For each proposal referred to the Proxy Group, the Proxy Group will review the (i) Guidelines, (ii) recommendations of the Agent, and (iii) any other resources that any member of the Proxy Group deems appropriate to aid in a determination of the recommendation.
If the Proxy Group recommends a vote in accordance with the Guidelines, or the recommendation of the Agent, where applicable, it shall instruct the Proxy Administrator to so advise the Agent.
If the Proxy Group recommends a vote contrary to the Guidelines, or the recommendation of the Agent, where applicable, or if the proxy statement relates to a conflicted company of the Agent, as determined by the Advisers, it shall follow the procedures for such voting outlined below.
The Proxy Administrator shall use best efforts to convene the Proxy Group with respect to all matters requiring its consideration. In the event the Proxy Group cannot meet in a timely manner in connection with a voting deadline, the Proxy Administrator shall follow the procedures for such voting outlined below.
IV. Proxy Voting Guidelines (Guidelines)
A. General Policies
It shall generally be the policy of the Advisers to take no action on a proxy for which no client holds a position or otherwise maintains an economic interest in the relevant security at the time the vote is to be cast.
In all cases except those highlighted below, it shall generally be the policy of the Advisers to vote in accordance with the recommendation by the Agent, Institutional Shareholder Services Inc.
When a fund client participates in the lending of its securities and the securities are on loan at the record date, proxies related to such securities generally will not be forwarded to the relevant Adviser by the funds custodian and therefore will not be voted. In the event that the Adviser determines that the matters involved would have a material effect on the applicable funds investment in the loaned securities, the fund will exercise its best efforts to terminate the loan in time to be able to cast such vote or exercise such consent.
Interpretation and application of these Guidelines is not intended to supersede any law, regulation, binding agreement or other legal requirement to which an issuer may be or become subject. The Guidelines relate to the types of proposals that are most frequently presented in proxy statements to shareholders. Absent unusual circumstances, each Adviser will utilize these Guidelines when voting proxies on behalf of its clients. The Guidelines may be revised at any time, provided such revisions are reported to the Boards of Trustees of the Eaton Vance Funds.
B. Proposals Regarding Mergers and Corporate Restructurings
The Agent shall be directed to refer proxy proposals accompanied by its written analysis and voting recommendation to the Proxy Administrator for all proposals relating to Mergers and Corporate Restructurings.
C. Proposals Regarding Mutual Fund Proxies Disposition of Assets/Termination/Liquidation and Mergers
The Agent shall be directed to refer proxy proposals accompanied by its written analysis and voting recommendation to the Proxy Administrator for all proposals relating to the Disposition of Assets/Termination/Liquidation and Mergers contained in mutual fund proxies.
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D. Corporate Structure Matters/Anti-Takeover Defenses
As a general matter, the Advisers will normally vote against anti-takeover measures and other proposals designed to limit the ability of shareholders to act on possible transactions (except in the case of closed-end management investment companies).
E. Social and Environmental Issues
The Advisers generally support management on social and environmental proposals.
F. Voting Procedures
Upon receipt of a referral from the Agent or upon advice from an Eaton Vance investment professional, the Proxy Administrator may solicit additional research from the Agent, as well as from any other source or service.
1
WITHIN-GUIDELINES VOTES: Votes in Accordance with the Guidelines and/or, where applicable, Agent Recommendation
In the event the Proxy Administrator recommends a vote within Guidelines and/or, where applicable, in accordance with the Agents recommendation, the Proxy Administrator will instruct the Agent to vote in this manner.
2
NON-VOTES: Votes in Which No Action is Taken
The Proxy Administrator may recommend that a client refrain from voting under the following circumstances: (i) if the economic effect on shareholders interests or the value of the portfolio holding is indeterminable or insignificant, e.g., proxies in connection with securities no longer held in the portfolio of a client or proxies being considered on behalf of a client that is no longer in existence; or (ii) if the cost of voting a proxy outweighs the benefits, e.g., certain international proxies, particularly in cases in which share blocking practices may impose trading restrictions on the relevant portfolio security. In such instances, the Proxy Administrator may instruct the Agent not to vote such proxy.
Reasonable efforts shall be made to secure and vote all other proxies for the clients, but, particularly in markets in which shareholders rights are limited, Non-Votes may also occur in connection with a clients related inability to timely access ballots or other proxy information in connection with its portfolio securities.
Non-Votes may also result in certain cases in which the Agents recommendation has been deemed to be conflicted, as provided for herein.
3
OUT-OF-GUIDELINES VOTES: Votes Contrary to Guidelines, or Agent Recommendation, where applicable, Where No Recommendation is Provided by Agent, or Where Agents Recommendation is Conflicted
If the Proxy Administrator recommends that a client vote contrary to the Guidelines, or the recommendation of the Agent, where applicable, if the Agent has made no recommendation on a matter requiring case-by-case consideration and the Guidelines are silent, or the Agents recommendation on a matter requiring case-by-case consideration is deemed to be conflicted, the Proxy Administrator will forward the Agents analysis and recommendation and any research obtained from the Agent or any other source to the Proxy Group. The Proxy Group may consult with the Agent as it deems necessary. The Proxy Administrator will instruct the Agent to vote the proxy as recommended by the Proxy Group. The Adviser will provide a report to the Boards of Trustees of the Eaton Vance Funds reflecting any votes cast contrary to the Guidelines or Agent Recommendation, as applicable, and shall do so no less than annually.
The Proxy Administrator will maintain a record of all proxy questions that have been referred by the Agent, all applicable recommendations, analysis and research received and any resolution of the matter.
V. Recordkeeping
The Advisers will maintain records relating to the proxies they vote on behalf of their clients in accordance with Section 204-2 of the Investment Advisers Act of 1940, as amended. Those records will include:
·
A copy of the Advisers proxy voting policies and procedures;
·
Proxy statements received regarding client securities. Such proxy statements received from issuers are either in the SECs EDGAR database or are kept by the Agent and are available upon request;
·
A record of each vote cast;
·
A copy of any document created by the Advisers that was material to making a decision on how to vote a proxy for a client or that memorializes the basis for such a decision; and
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·
Each written client request for proxy voting records and the Advisers written response to any client request (whether written or oral) for such records.
All records described above will be maintained in an easily accessible place for five years and will be maintained in the offices of the Advisers or their Agent for two years after they are created.
VI. Assessment of Agent and Identification and Resolution of Conflicts with Clients
A. Assessment of Agent
The Advisers shall establish that the Agent (i) is independent from the Advisers, (ii) has resources that indicate it can competently provide analysis of proxy issues, and (iii) can make recommendations in an impartial manner and in the best interests of the clients and, where applicable, their beneficial owners. The Advisers shall utilize, and the Agent shall comply with, such methods for establishing the foregoing as the Advisers may deem reasonably appropriate and shall do so not less than annually as well as prior to engaging the services of any new proxy voting service. The Agent shall also notify the Advisers in writing within fifteen (15) calendar days of any material change to information previously provided to an Adviser in connection with establishing the Agents independence, competence or impartiality.
B. Conflicts of Interest
As fiduciaries to their clients, each Adviser puts the interests of its clients ahead of its own. In order to ensure that relevant personnel of the Advisers are able to identify potential material conflicts of interest, each Adviser will take the following steps:
·
Quarterly, the Eaton Vance Legal and Compliance Department will seek information from the department heads of each department of the Advisers and of Eaton Vance Distributors, Inc. (EVD) (an affiliate of the Advisers and principal underwriter of certain Eaton Vance Funds). Each department head will be asked to provide a list of significant clients or prospective clients of the Advisers or EVD.
·
A representative of the Legal and Compliance Department will compile a list of the companies identified (the Conflicted Companies) and provide that list to the Proxy Administrator.
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The Proxy Administrator will compare the list of Conflicted Companies with the names of companies for which he or she has been referred a proxy statement (the Proxy Companies). If a Conflicted Company is also a Proxy Company, the Proxy Administrator will report that fact to the Proxy Group.
·
If the Proxy Administrator expects to instruct the Agent to vote the proxy of the Conflicted Company strictly according to the Guidelines contained in these Proxy Voting Policies and Procedures (the Policies) or the recommendation of the Agent, as applicable, he or she will (i) inform the Proxy Group of that fact, (ii) instruct the Agent to vote the proxies and (iii) record the existence of the material conflict and the resolution of the matter.
·
If the Proxy Administrator intends to instruct the Agent to vote in a manner inconsistent with the Guidelines contained herein or the recommendation of the Agent, as applicable, the Proxy Group, in consultation with Eaton Vance senior management, will then determine if a material conflict of interest exists between the relevant Adviser and its clients. If the Proxy Group, in consultation with Eaton Vance senior management, determines that a material conflict exists, prior to instructing the Agent to vote any proxies relating to these Conflicted Companies the Adviser will seek instruction on how the proxy should be voted from:
·
The client, in the case of an individual or corporate client;
·
In the case of a Fund, its board of directors, any committee or sub-committee or group of Independent Trustees (as long as such committee, sub-committee or group contains at least two or more Independent Trustees); or
·
The adviser, in situations where the Adviser acts as a sub-adviser to such adviser.
The Adviser will provide all reasonable assistance to each party to enable such party to make an informed decision.
If the client, Fund board or adviser, as the case may be, fails to instruct the Adviser on how to vote the proxy, the Adviser will generally instruct the Agent, through the Proxy Administrator, to abstain from voting in order to avoid the appearance of impropriety. If however, the failure of the Adviser to vote its clients proxies would have a material adverse economic impact on the Advisers clients securities holdings in the Conflicted Company, the Adviser may instruct the Agent, through the Proxy Administrator, to vote such proxies in order to protect its clients interests. In either case, the Proxy Administrator will record the existence of the material conflict and the resolution of the matter.
Eaton Vance Tax-Advantaged Bond Strategies Funds
100
SAI dated June 1, 2013
The Advisers shall also identify and address conflicts that may arise from time to time concerning the Agent. Upon the Advisers request, which shall be not less than annually, and within fifteen (15) calendar days of any material change to such information previously provided to an Adviser, the Agent shall provide the Advisers with such information as the Advisers deem reasonable and appropriate for use in determining material relationships of the Agent that may pose a conflict of interest with respect to the Agents proxy analysis or recommendations. Such information shall include, but is not limited to, a monthly report from the Agent detailing the Agents Corporate Securities Division clients and related revenue data. The Advisers shall review such information on a monthly basis. The Proxy Administrator shall instruct the Agent to refer any proxies for which a material conflict of the Agent is deemed to be present to the Proxy Administrator. Any such proxy referred by the Agent shall be referred to the Proxy Group for consideration accompanied by the Agents written analysis and voting recommendation. The Proxy Administrator will instruct the Agent to vote the proxy as recommended by the Proxy Group.
Eaton Vance Tax-Advantaged Bond Strategies Funds
101
SAI dated June 1, 2013
PART C - OTHER INFORMATION
Item 28. Exhibits (with inapplicable items omitted)
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(a) |
(1) |
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Declaration of Trust of Eaton Vance Municipals Trust II dated October 25, 1993, filed as Exhibit (1)(a) to Post-Effective Amendment No. 4 filed March 1, 1996 (Accession No. 0000950156-96-000229) and incorporated herein by reference. |
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(2) |
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Amendment dated June 23, 1997 to the Declaration of Trust filed as Exhibit (1)(b) to Post-Effective Amendment No. 10 filed January 30, 1998 (Accession No. 0000950156-98-000117) and incorporated herein by reference. |
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(3) |
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Amendment dated August 11, 2008 to the Declaration of Trust filed as Exhibit (a)(3) to Post-Effective Amendment No. 28 filed November 20, 2008 (Accession No. 0000940394-08-001433) and incorporated herein by reference. |
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(4) |
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Amendment to Declaration of Trust dated November 14, 2011 filed as Exhibit (a)(4) to Post-Effective Amendment No. 39 filed May 29, 2012 (Accession No. 0000940394-12-000641) and incorporated herein by reference. |
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(5) |
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Amended and Restated Establishment and Designation of Series of Shares effective February 1, 2010 filed as Exhibit (a)(4) to Post-Effective Amendment No. 34 filed January 29, 2010 (Accession No. 0000940394-10-000106) and incorporated herein by reference. |
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(b) |
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|
Amended and Restated By-Laws of Eaton Vance Municipals Trust II adopted April 23, 2012 filed herewith. |
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(c) |
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Reference is made to Item 28(a) and 28(b) above. |
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(d) |
(1) |
(a) |
Investment Advisory Agreement dated September 10, 2004 with Boston Management and Research for Eaton Vance High Yield Municipals Fund filed Exhibit (d)(3)(a) to Post-Effective Amendment No. 20 filed May 26, 2005 (Accession No. 0000950156-05-000681) and incorporated herein by reference. |
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(b) |
Fee Reduction Agreement dated May 1, 2011 with Boston Management and Research for Eaton Vance High Yield Municipal Income Fund filed Exhibit (d)(3)(b) to Post-Effective Amendment No. 37 filed May 26, 2011 (Accession No. 0000940394-11-000618) and incorporated herein by reference. |
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(2) |
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Investment Advisory and Administrative Services Agreement dated February 3, 2009 with Eaton Vance Management for Eaton Vance Tax-Advantaged Bond Strategies Fund (now Eaton Vance Tax-Advantaged Bond Strategies Short Term Fund) filed as Exhibit (d)(5) to Post-Effective Amendment No. 29 filed March 9, 2009 (Accession No. 0000940394-09-000209) and incorporated herein by reference. |
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(3) |
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Investment Advisory and Administrative Agreement dated December 2, 2009 with Eaton Vance Management for Eaton Vance Tax-Advantaged Bond Strategies Intermediate Term Fund filed as Exhibit (d)(6) to Post-Effective Amendment No. 33 filed December 2, 2009 (Accession No. 0000940394-09-000951) and incorporated herein by reference. |
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(4) |
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Investment Advisory and Administrative Agreement dated December 2, 2009 with Eaton Vance Management for Eaton Vance Tax-Advantaged Bond Strategies Long Term Fund filed as Exhibit (d)(7) to Post-Effective Amendment No. 33 filed December 2, 2009 (Accession No. 0000940394-09-000951) and incorporated herein by reference. |
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(e) |
(1) |
|
Master Distribution Agreement effective as of May 1, 2013 between each Trust identified on Schedule A on behalf of each of its series listed on Schedule A, and Eaton Vance Distributors, Inc. filed herewith. |
C-1
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(2) |
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Selling Group Agreement between Eaton Vance Distributors, Inc. and Authorized Dealers filed as Exhibit (e)(2) to Post-Effective Amendment No. 85 of Eaton Vance Special Investment Trust (File Nos. 2-27962, 811-1545) filed April 26, 2007 (Accession No. 0000940394-07-000430) and incorporated herein by reference. |
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(f) |
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The Securities and Exchange Commission has granted the Registrant an exemptive order that permits the Registrant to enter into deferred compensation arrangements with its independent Trustees. See in the Matter of Capital Exchange Fund, Inc., Release No. IC-20671 (November 1, 1994). |
|
(g) |
(1) |
|
Master Custodian Agreement with State Street Bank & Trust Company dated September 1, 2010 filed as Exhibit (g)(1) to Post-Effective Amendment No. 125 of Eaton Vance Municipals Trust (File Nos. 33-572, 811-4409) filed November 30, 2010 (Accession No. 0000940394-10-001163) and incorporated herein by reference. |
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|
(2) |
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Amended and Restated Services Agreement with State Street Bank & Trust Company dated September 1, 2010 filed as Exhibit (g)(2) to Post-Effective Amendment No. 108 of Eaton Vance Special Investment Trust (File Nos. 2-27962, 811-1545) filed September 27, 2010 (Accession No. 0000940394-10-001000) and incorporated herein by reference. |
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(3) |
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Amendment Number 1 dated May 16, 2012 to Amended and Restated Services Agreement with State Street Bank & Trust Company dated September 1, 2010 filed as Exhibit (g)(3) to Post-Effective Amendment No. 39 filed May 29, 2012 (Accession No. 0000940394-12-000641) and incorporated herein by reference. |
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(h) |
(1) |
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Amended and Restated Administrative Services Agreement between Eaton Vance Municipals Trust II (on behalf of its series listed on Appendix A) and Eaton Vance Management dated August 6, 2012 filed herewith. |
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(2) |
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Transfer Agency and Shareholder Services Agreement effective September 1, 2011 filed as Exhibit (h)(4) to Post-Effective Amendment No. 121 of Eaton Vance Growth Trust (File Nos. 02-22019, 811-1241) filed September 29, 2011 (Accession No. 0000940394-11-001076) and incorporated herein by reference. |
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(3) |
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Sub-Transfer Agency Services Agreement effective September 1, 2011 between BNY Mellon Investment Servicing (US) Inc. and Eaton Vance Management filed as Exhibit (h)(5) to Post-Effective Amendment No. 121 of Eaton Vance Growth Trust (File Nos. 02-22019, 811-1241) filed September 29, 2011 (Accession No. 0000940394-11-001076) and incorporated herein by reference. |
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(4) |
(a) |
Expense Waivers/Reimbursements Agreement between Eaton Vance Management and each of the entities (on behalf of certain of their series) listed on Schedule A dated October 31, 2012 filed as Exhibit (h)(3) to Pre-Effective Amendment No. 1 of Eaton Vance Series Fund, Inc. (File Nos. 333-182175, 811-22714) filed October 24, 2012 (Accession No. 0000940394-12-001034) and incorporated herein by reference. |
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|
|
(b) |
Amended Schedule A dated May 31, 2013 to the Expense Waivers/Reimbursements Agreement dated October 31, 2012 filed herewith. |
|
(i) |
(1) |
|
Opinion of Internal Counsel dated January 28, 2010 filed as Exhibit (i) to Post-Effective Amendment No. 34 filed January 29, 2010 (Accession No. 0000940394-10-000106) and incorporated herein by reference. |
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|
(2) |
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Consent of Internal Counsel dated May 30, 2013 filed herewith. |
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(j) |
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Consent of Independent Registered Public Accounting Firm for Eaton Vance High Yield Municipal Income Fund, Eaton Vance Tax-Advantaged Bond Strategies Intermediate Term Fund, Eaton Vance Tax-Advantaged Bond Strategies Long Term Fund and Eaton Vance Tax-Advantaged Bond Strategies Short Term Fund dated May 30, 2013 filed herewith. |
C-2
Item 29. Persons Controlled by or Under Common Control
Not applicable
Item 30. Indemnification
Article IV of the Registrant ’ s Declaration of Trust permits Trustee and officer indemnification by By-Law, contract and vote. Article XI of the By-Laws contains indemnification provisions. Registrants Trustees and officers are insured under a standard mutual fund errors and omissions insurance policy covering loss incurred by reason of negligent errors and omissions committed in their capacities as such.
The distribution agreement of the Registrant also provides for reciprocal indemnity of the principal underwriter, on the one hand, and the Trustees and officers, on the other.
Item 31. Business and other Connections of Investment Advisers
Reference is made to: (i) the information set forth under the caption “ Management and Organization ” in the Statement of Additional Information; (ii) the Eaton Vance Corp. Form 10-K filed under the Securities Exchange Act of 1934 (File No. 1-8100); and (iii) the Form ADV of Eaton Vance Management (File No. 801-15930) and Boston Management and Research (File No. 801-43127) filed with the Commission, all of which are incorporated herein by reference.
Item 32. Principal Underwriters
|
(a) |
Registrant ’ s principal underwriter, Eaton Vance Distributors, Inc., a wholly-owned subsidiary of Eaton Vance Corp., is the principal underwriter for each of the registered investment companies named below: |
Eaton Vance Growth Trust Eaton Vance Investment Trust Eaton Vance Managed Income Term Trust Eaton Vance Municipals Trust Eaton Vance Municipals Trust II |
Eaton Vance Mutual Funds Trust Eaton Vance Series Fund, Inc. Eaton Vance Series Trust II Eaton Vance Special Investment Trust Eaton Vance Variable Trust |
C-3
C-4
Thomas E. Faust Jr. |
Director |
Trustee |
||
Scott Firth |
Vice President |
None |
||
James Foley |
Vice President |
None |
||
J. Timothy Ford |
Vice President |
None |
||
Kathleen Fryer |
Vice President |
None |
||
Jonathan Futterman |
Vice President |
None |
||
Anne Marie Gallagher |
Vice President |
None |
||
Sheri Gilchrist |
Vice President |
None |
||
Hugh S. Gilmartin |
Vice President |
None |
||
Charles Glovsky |
Vice President |
None |
||
Bradford Godfrey |
Vice President |
None |
||
David Gordon |
Vice President |
None |
||
John Greenway |
Vice President |
None |
||
Peter Hartman |
Vice President |
None |
||
Richard Hein |
Vice President |
None |
||
Joseph Hernandez |
Vice President |
None |
||
Dori Hetrick |
Vice President |
None |
||
Toebe Hinckle |
Vice President |
None |
||
Suzanne Hingel |
Vice President |
None |
||
Perry D. Hooker |
Vice President |
None |
||
Christian Howe |
Vice President |
None |
||
Laurie G. Hylton |
Director |
None |
||
Jonathan Isaac |
Vice President |
None |
||
Adrian Jackson |
Vice President |
None |
||
Elizabeth Johnson |
Vice President |
None |
||
Steve Jones |
Vice President |
None |
||
Sean Kelly |
Senior Vice President |
None |
||
William Kennedy |
Vice President |
None |
||
Joseph Kosciuszek |
Vice President |
None |
||
Kathleen Krivelow |
Vice President |
None |
||
David Lefcourt |
Vice President |
None |
||
Andrew Leimenstoll |
Vice President |
None |
||
Paul Leonardo |
Vice President |
None |
||
Lauren Loehning |
Vice President |
None |
||
John Loy |
Vice President |
None |
||
Coleen Lynch |
Vice President |
None |
||
John Macejka |
Vice President |
None |
||
Christopher Marek |
Vice President |
None |
C-5
Frederick S. Marius |
Vice President, Secretary, Clerk and Chief Legal Officer |
None |
||
Geoff Marshall |
Vice President |
None |
||
Christopher Mason |
Vice President |
None |
||
Daniel J. McCarthy |
Vice President |
None |
||
Don McCaughey |
Vice President |
None |
||
Andy McClelland |
Vice President |
None |
||
Dave McDonald |
Vice President |
None |
||
Tim McEwen |
Vice President |
None |
||
Shannon McHugh-Price |
Vice President |
None |
||
David Michaud |
Vice President |
None |
||
Mark Milan |
Vice President |
None |
||
John Moninger |
Senior Vice President |
None |
||
Matthew Navins |
Vice President |
None |
||
Tyler Neenan |
Vice President |
None |
||
Mark D. Nelson |
Vice President |
None |
||
Scott Nelson |
Vice President |
None |
||
Linda D. Newkirk |
Vice President |
None |
||
Paul Nicely |
Vice President |
None |
||
Andrew Ogren |
Vice President |
None |
||
David Oliveri |
Vice President |
None |
||
Philip Pace |
Vice President |
None |
||
Greg Piaseckyj |
Vice President |
None |
||
Steve Pietricola |
Vice President |
None |
||
John Pumphrey |
Vice President |
None |
||
James Putman |
Vice President |
None |
||
Henry Rehberg |
Vice President |
None |
||
Christopher Remington |
Vice President |
None |
||
David Richman |
Vice President |
None |
||
Christopher Rohan |
Vice President |
None |
||
Kevin Rookey |
Vice President |
None |
||
Scott Ruddick |
Senior Vice President |
None |
||
John Santoro |
Vice President |
None |
||
Rocco Scanniello |
Vice President |
None |
||
Michael Shea |
Vice President |
None |
||
Alan Simeon |
Vice President |
None |
||
Randy Skarda |
Vice President |
None |
||
Jamie Smoller |
Vice President |
None |
||
David Stokkink |
Vice President |
None |
C-6
Item 33. Location of Accounts and Records
All applicable accounts, books and documents required to be maintained by the Registrant by Section 31(a) of the Investment Company Act of 1940 and the Rules promulgated thereunder are in the possession and custody of the Registrants custodian, State Street Bank and Trust Company, 200 Clarendon Street, 16th Floor, Mail Code ADM27, Boston, MA 02116, and its transfer agent, BNY Mellon Investment Servicing (US) Inc., 4400 Computer Drive, Westborough, MA 01581-5120, with the exception of certain corporate documents and portfolio trading documents which are in the possession and custody of the administrator and investment adviser or sub-adviser. Registrant is informed that all applicable accounts, books and documents required to be maintained by registered investment advisers are in the custody and possession of Eaton Vance Management and Boston Management and Research, both located at Two International Place, Boston, MA 02110.
Item 34. Management Services
Not applicable
Item 35. Undertakings
None.
C-7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, and the Investment Company Act of 1940, the Registrant certifies that it meets all of the requirements for effectiveness of this Amendment to the Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused this Amendment to its Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Boston, and the Commonwealth of Massachusetts, on May 30, 2013.
|
EATON VANCE MUNICIPALS TRUST II |
|
|
By: |
/s/ Cynthia J. Clemson |
|
|
Cynthia J. Clemson, President |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment to the Registration Statement has been signed below by the following persons in the capacities indicated on May 30, 2013.
C-8
EXHIBIT INDEX
The following exhibits are filed as part of this amendment to the Registration Statement pursuant to Rule 483 of Regulation C.
Exhibit No. |
Description |
(b) |
|
|
Amended and Restated By-Laws of Eaton Vance Municipals Trust II adopted April 23, 2012 |
(e) |
(1) |
|
Master Distribution Agreement effective May 1, 2013 between each Trust identified on Schedule A on behalf of each of its series listed on Schedule A and Eaton Vance Distributors, Inc. |
(h) |
(1) |
|
Amended and Restated Administrative Services Agreement between Eaton Vance Municipals Trust II (on behalf of its series listed on Appendix A) and Eaton Vance Management dated August 6, 2012 |
|
(4) |
(b) |
Amended Schedule A dated May 31, 2013 to the Expense Waivers/Reimbursements Agreement dated October 31, 2012 |
(i) |
(2) |
|
Consent of Internal Counsel dated May 30, 2013 |
(j) |
|
|
Consent of Independent Registered Public Accounting Firm for Eaton Vance High Yield Municipal Income Fund, Eaton Vance Tax-Advantaged Bond Strategies Intermediate Term Fund, Eaton Vance Tax-Advantaged Bond Strategies Long Term Fund and Eaton Vance Tax-Advantaged Bond Strategies Short Term Fund dated May 30, 2013 |
(m) |
(1) |
|
Master Distribution Plan for Class A, Advisers Class and Investor Class shares adopted May 1, 2013 on behalf of each Trust and their respective series listed on Schedule A |
|
(2) |
|
Master Distribution Plan for Class B shares adopted May 1, 2013 on behalf of each Trust and their respective series listed on Schedule A |
|
(3) |
|
Master Distribution Plan for Class C shares adopted May 1, 2013 on behalf of each Trust and their respective series listed on Schedule A |
(p) |
|
|
Code of Ethics adopted by the Eaton Vance Entities and the Eaton Vance Funds effective September 1, 2000, as revised June 1, 2013 |
(q) |
|
|
Power of Attorney for Eaton Vance Municipals Trust II dated March 1, 2013 |
C-9
EXHIBIT (b)
EATON VANCE MUNICIPALS TRUST II
AMENDED AND RESTATED
BY-LAWS
As Adopted April 23, 2012
TABLE OF CONTENTS
PAGE
ARTICLE I The Trustees
1
Section 1
Election and Term of Office
1
Section 2
Number of Trustees
1
Section 3
Resignation and Removal
1
Section 4
Vacancies
3
Section 5
Temporary Absence of Trustee
3
Section 6
Effect of Death, Resignation, Removal, Etc. of a Trustee
3
ARTICLE II Officers and Their Election
3
Section 1
Officers
3
Section 2
Election of Officers
3
Section 3
Resignations and Removals
3
ARTICLE III Powers and Duties of Trustees and Officers
4
Section 1
Trustees
4
Section 2
Executive and other Committees
4
Section 3
Chairman of the Trustees
4
Section 4
President
4
Section 5
Treasurer
5
Section 6
Secretary
5
Section 7
Other Officers
5
Section 8
Compensation
5
ARTICLE IV Meetings of Shareholders
5
Section 1
Meetings
5
Section 2
Place of Meetings
5
Section 3
Notice of Meetings
5
Section 4
Quorum
6
Section 5
Voting
6
Section 6
Proxies
7
Section 7
Consents
7
ARTICLE V Trustees Meetings
7
Section 1
Meetings
7
Section 2
Notices
7
Section 3
Consents
8
Section 4
Place of Meetings
8
Section 5
Quorum and Manner of Acting
8
i
ARTICLE VI Shares of Beneficial Interest
8
Section 1
Certificates for Shares of Beneficial Interest
8
Section 2
Transfer of Shares
8
Section 3
Transfer Agent and Registrar; Regulations
9
Section 4
Closing of Transfer Books and Fixing Record Date
9
Section 5
Lost, Destroyed or Mutilated Certificates
9
Section 6
Record Owner of Shares
9
ARTICLE VII Fiscal Year
9
ARTICLE VIII Seal
10
ARTICLE IX Inspection of Books
10
ARTICLE X Custodian
10
ARTICLE XI Limitation of Liability and Indemnification
11
Section 1
Limitation of Liability
11
Section 2
Indemnification of Trustees and Officers
11
Section 3
Indemnification of Shareholders
12
ARTICLE XII Underwriting Arrangements
12
ARTICLE XIII Report to Shareholders
13
ARTICLE XIV Certain Transactions
13
Section 1
Long and Short Positions
13
Section 2
Loans of Trust Assets
13
Section 3
Miscellaneous
13
ARTICLE XV Amendments
14
ii
AMENDED AND RESTATED
BY-LAWS
OF
EATON VANCE MUNICIPALS TRUST II
________________________
These Amended and Restated By-Laws are made and adopted as of April 23, 2012 pursuant to Section 2.5 of Article II of the Declaration of Trust establishing EATON VANCE MUNICIPALS TRUST II (the Trust), dated October 25, 1993 as from time to time amended (the Declaration of Trust). All words and terms capitalized in these By-Laws shall have the meaning or meanings set forth for such words or terms in the Declaration of Trust.
ARTICLE I
The Trustees
SECTION 1. Election and Term of Office. The Trustees named in the Declaration of Trust and any additional Trustees appointed pursuant to Section 4 of this Article I, shall serve as Trustees during the lifetime of the Trust, except as otherwise provided below.
SECTION 2. Number of Trustees. The number of Trustees shall be fixed by the Trustees, provided, however, that such number shall at no time exceed eighteen.
SECTION 3. Resignation and Removal. Any Trustee may resign his trust by written instrument signed by him and delivered to the other Trustees, which shall take effect upon such delivery or upon such later date as is specified therein. Any Trustee who requests in writing to be retired or who has become incapacitated by illness or injury may be retired by written instruments signed by a majority of the other Trustees, specifying the date of his retirement. Any Trustee may be removed with or without cause, by (i) the affirmative vote of holders of two-thirds of the Shares or, (ii) the affirmative vote of, or written instrument, signed by at least two-thirds of the remaining Trustees prior to such removal, specifying the date when such removal shall become effective, provided, however, that the removal of any Trustee who is not an Interested Person of the Trust shall additionally require the affirmative vote of, or a written instrument executed by, at least two-thirds of the remaining Trustees who are not Interested Persons of the Trust.
No natural person shall serve as a Trustee of the Trust after the holders of record of not less than two-thirds of the outstanding shares of beneficial interest of the Trust (the shares) have declared that he be removed from that office by a declaration in writing signed by such holders and filed with the Custodian of the assets of the Trust or by votes cast by such holders in person or by proxy at a meeting called for the purpose. Solicitation of such a declaration shall be deemed a solicitation of a proxy within the meaning of Section 20(a) of the Investment Company Act of 1940, as amended. As used herein, the term Act shall mean the Investment Company Act of 1940 and the rules and regulations thereunder, as amended from time to time.
1
The Trustees of the Trust shall promptly call a meeting of the shareholders for the purpose of voting upon a question of removal of any such Trustee or Trustees when requested in writing so to do by the record holders of not less than 10 per centum of the outstanding shares.
Whenever ten or more shareholders of record of the Trust who have been such for at least six months preceding the date of application, and who hold in the aggregate either shares having a net asset value of at least $25,000 or at least 1 per centum of the outstanding shares, whichever is less, shall apply to the Trustees in writing, stating that they wish to communicate with other shareholders with a view to obtaining signatures to a request for a meeting of shareholders pursuant to this Section 3 and accompanied by a form of communication and request which they wish to transmit, the Trustees shall within five business days after receipt of such application either
(1) afford to such applicants access to a list of the names and addresses of all shareholders as recorded on the books of the Trust; or
(2) inform such applicants as to the approximate number of shareholders of record, and the approximate cost of mailing to them the proposed communication and form of request.
If the Trustees elect to follow the course specified in subparagraph (2) above of this Section 3, the Trustees, upon the written request of such applicants, accompanied by a tender of the material to be mailed and of the reasonable expenses of mailing, shall, with reasonable promptness, mail such material to all shareholders of record at their addresses as recorded on the books, unless within five business days after such tender the Trustees shall mail to such applicants and file with the Securities and Exchange Commission (the Commission), together with a copy of the material to be mailed, a written statement signed by at least a majority of the Trustees to the effect that in their opinion either such material contains untrue statements of fact or omits to state facts necessary to make the statements contained therein not misleading, or would violate applicable law, and specifying the basis of such opinion.
After the Commission has had an opportunity for hearing upon the objections specified in the written statement so filed by the Trustees, the Trustees or such applicants may demand that the Commission enter an order either sustaining one or more of such objections or refusing to sustain any of such objections. If the Commission shall enter an order refusing to sustain any of such objections, or if, after the entry of an order sustaining one or more of such objections, the Commission shall find, after notice and opportunity for hearing, that all objections so sustained have been met, and shall enter an order so declaring, the Trustees shall mail copies of such material to all shareholders with reasonable promptness after the entry of such order and the renewal of such tender.
Until such provisions become null, void, inoperative and removed from these By-Laws pursuant to the next sentence, the provisions of all but the first paragraph of this Section 3 may not be amended or repealed without the vote of a majority of the Trustees and a majority of the outstanding shares of the Trust. These same provisions shall be deemed null, void, inoperative and removed from these By-Laws upon the effectiveness of any amendment to the Act which eliminates them from Section 16 of the Act or the effectiveness of any successor Federal law governing the operation of the Trust which does not contain such provisions.
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SECTION 4. Vacancies. The term of office of a Trustee shall terminate and a vacancy shall occur in the event of the declination, death, resignation, retirement, removal, adjudicated incompetence, or other incapacity to perform the duties of the office, or removal, of a Trustee. No such vacancy shall operate to annul these By-Laws or to revoke any existing agency created pursuant to the terms of these By-Laws. In the case of a vacancy, including a vacancy resulting from an increase in the number of Trustees, such vacancy may be filled by (i) holders of a plurality of the Shares entitled to vote, acting at any meeting of holders held in accordance with the By-Laws, or (ii) to the extent permitted by the 1940 Act, the vote of a majority of the Trustees. As soon as any Trustee so appointed shall have accepted this trust, the trust estate shall vest in the new Trustee or Trustees, together with the continuing Trustees, without any further act or conveyance, and he shall be deemed a Trustee hereunder and under the Declaration of Trust. The power of appointment is subject to the provisions of Section l6(a) of the Act. Any Trustee so elected by the holders or appointed by the Trustees shall hold office as provided in these By-Laws.
SECTION 5. Temporary Absence of Trustee. Any Trustee may, by power of attorney, delegate his power for a period not exceeding six months at an one time to any other Trustee or Trustees, provided that in no case shall less than two Trustees personally exercise the other powers hereunder except as herein otherwise expressly provided.
SECTION 6. Effect of Death, Resignation, Removal, Etc. of a Trustee. The death, declination, resignation, retirement, removal, or incapacity of the Trustees, or anyone of them, shall not operate to annul the Trust or to revoke any existing agency created pursuant to the terms of the Declaration of Trust or these By-Laws.
ARTICLE II
Officers and Their Election
SECTION 1. Officers. The officers of the Trust shall be a President, a Treasurer, a Secretary, and such other officers or agents as the Trustees may from time to time elect. It shall not be necessary for any Trustee or other officer to be a holder of shares in the Trust.
SECTION 2. Election of Officers. The President, Treasurer and Secretary shall be chosen annually by the Trustees.
Except for the offices of President and Secretary, two or more offices may be held by a single person. The officers shall hold office until their successors are chosen and qualified.
SECTION 3. Resignations and Removals. Any officer of the Trust may resign by filing a written resignation with the President or with the Trustees or with the Secretary, which shall take effect on being so filed or at such time as may otherwise be specified therein. The Trustees may at any meeting remove an officer.
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ARTICLE III
Powers and Duties of Trustees and Officers
SECTION 1. Trustees. The business and affairs of the Trust shall be managed by the Trustees, and they shall have all powers necessary and desirable to carry out that responsibility, so far as such powers are not inconsistent with the laws of the Commonwealth of Massachusetts, the Declaration of Trust, or these By-Laws.
SECTION 2. Executive and other Committees. The Trustees may elect from their own number an executive committee to consist of not less than three nor more than five members, which shall have the power and duty to conduct the current and ordinary business of the Trust, including the purchase and sale of securities, while the Trustees are not in session, and such other powers and duties as the Trustees may from time to time delegate to such committee. The Trustees may also elect from their own number other committees from time to time, the number composing such committees and the powers conferred upon the same to be determined by the Trustees.
Without limiting the generality of the foregoing, the Trustees may appoint a committee consisting of less than the whole number of Trustees then in office, which committee may be empowered to act for and bind the Trustees and the Trust, as if the acts of such committee were the acts of all the Trustees then in office, with respect to the institution, prosecution, dismissal, settlement, review, investigation or other disposition of any dispute, claim, action, suit or proceeding which shall be pending or threatened to be brought before any court, administrative agency or other adjudicatory body.
SECTION 3. Chairman of the Trustees . The Trustees may appoint from among their number a Chairman. The Chairman shall preside at meetings of the Trustees and may call meetings of the Trustees and of any committee thereof whenever he deems it necessary or desirable to do so. The Chairman may in his discretion preside at any meeting of the shareholders, and may delegate such authority to another Trustee or officer of the Trust. The Chairman shall exercise and perform such additional powers and duties as from time to time may be assigned to him by the Trustees, and shall have the resources and authority appropriate to discharge the responsibilities of the office. A Trustee elected or appointed as Chairman shall not be considered an officer of the Trust by virtue of such election or appointment.
SECTION 4. President . Subject to such supervisory powers, if any, as may be given by the Trustees to the Chairman of the Trustees, the President shall be the chief executive officer of the Trust and subject to the control of the Trustees, he shall have general supervision, direction and control of the business of the Trust and of its employees and shall exercise such general powers of management as are usually vested in the office of President of a corporation. In the event that the Chairman does not preside at a meeting of shareholders or delegate such power and authority to another Trustee or officer of the Fund, the President or his designee shall preside at such meeting. He shall have the power to employ attorneys and counsel for the Trust and to employ such subordinate officers, agents, clerks and employees as he may find necessary to transact the business of the Trust. He shall also have the power to grant, issue, execute or sign such powers of attorney, proxies, contracts, agreements or other documents as may be deemed advisable or necessary in furtherance of the interests of the Trust. The President shall have such other powers and duties as, from time to time, may be conferred upon or assigned to him by the Trustees.
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SECTION 5. Treasurer. The Treasurer shall be the principal financial and accounting officer of the Trust. He shall deliver all funds and securities of the Trust which may come into his hands to such bank or trust company as the Trustees shall employ as custodian in accordance with Article III of the Declaration of Trust. He shall make annual reports in writing of the business conditions of the Trust, which reports shall be preserved upon its records, and he shall furnish such other reports regarding the business and condition as the Trustees may from time to time require. The Treasurer shall perform such duties additional to foregoing as the Trustees may from time to time designate.
SECTION 6. Secretary. The Secretary shall record in books kept for the purpose all votes and proceedings of the Trustees and the shareholders at their respective meetings. He shall have custody of the seal, if any, of the Trust and shall perform such duties additional to the foregoing as the Trustees may from time to time designate.
SECTION 7. Other Officers . Other officers elected by the Trustees shall perform such duties as the Trustees may from time to time designate, including executing or signing such powers of attorney, proxies, contracts, agreements or other documents as may be deemed advisable or necessary in furtherance of the interests of the Trust.
SECTION 8. Compensation. The Trustees and officers of the Trust may receive such reasonable compensation from the Trust for the performance of their duties as the Trustees may from time to time determine.
ARTICLE IV
Meetings of Shareholders
SECTION 1. Meetings. No annual or regular meetings of shareholders shall be required and none shall be held. Meetings of the shareholders of the Trust (or any Series or Class) may be called at any time by the President, and shall be called by the President or the Secretary at the request, in writing or by resolution, of a majority of the Trustees, or at the written request of the holder or holders of ten percent (10%) or more of the total number of the then issued and outstanding shares of the Trust entitled to vote at such meeting. Any such request shall state the purposes of the proposed meeting.
SECTION 2. Place of Meetings. Meetings of the shareholders shall be held at the principal place of business of the Trust in Boston, Massachusetts, unless a different place within the United States is designated by the Trustees and stated as specified in the respective notices or waivers of notice with respect thereto.
SECTION 3. Notice of Meetings. Notice of all meetings of the shareholders, stating the time, place and the purposes for which the meetings are called, shall be given by the Secretary to each shareholder entitled to vote thereat, and to each shareholder who under the By-Laws is entitled to such notice, by mailing the same postage paid, addressed to him at his address as it appears upon the books of the Trust, at least seven (7) days before the time fixed for the meeting, and the person giving such notice shall make an affidavit with respect thereto. If any shareholder shall have failed to inform the Trust of his post office address, no notice need be sent to him. No notice need be given to any shareholder if a written waiver of notice, executed before or after the meeting by the shareholder or his attorney thereunto authorized, is filed with the records of the meeting.
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SECTION 4. Quorum. Except as otherwise provided by law, to constitute a quorum for the transaction of any business at any meeting of shareholders, there must be present, in person or by proxy, holders of one-third (1/3) of the total number of shares of the then issued and outstanding shares of the Trust entitled to vote at such meeting; provided that if a class (or series) of shares is entitled to vote as a separate class (or series) on any matter, then in the case of that matter a quorum shall consist of the holders of one-third (1/3) of the total number of shares of the then issued and outstanding shares of that class (or series) entitled to vote at the meeting. Shares owned directly or indirectly by the Trust, if any, shall not be deemed outstanding for this purpose.
If a quorum, as above defined, shall not be present for the purpose of any vote that may properly come before any meeting of shareholders at the time and place of any meeting, the shareholders present in person or by proxy and entitled to vote at such meeting on such matter holding a majority of the shares present and entitled to vote on such matter may by vote adjourn the meeting from time to time to be held at the same place without further notice than by announcement to be given at the meeting until a quorum, as above defined, entitled to vote on such matter, shall be present, whereupon any such matter may be voted upon at the meeting as though held when originally convened.
SECTION 5. Voting. At each meeting of the shareholders every shareholder of the Trust shall be entitled to one (1) vote in person or by proxy for each of the then issued and outstanding shares of the Trust then having voting power in respect of the matter upon which the vote is to be taken, standing in his name on the books of the Trust at the time of the closing of the transfer books for the meeting, or, if the books be not closed for any meeting, on the record date fixed as provided in Section 4 of Article VI of these By-Laws for determining the shareholders entitled to vote at such meeting, or if the books be not closed and no record date be fixed, at the time of the meeting. The record holder of a fraction of a share shall be entitled in like manner to a corresponding fraction of a vote. Notwithstanding the foregoing, the Trustees may, in connection with the establishment of any class (or series) of shares or in proxy materials for any meeting of shareholders or in other solicitation materials or by vote or other action duly taken by them, establish conditions under which the several classes (or series) shall have separate voting rights or no voting rights.
All elections of Trustees shall be conducted in any manner approved at the meeting of the shareholders at which said election is held, and shall be by ballot if so requested by any shareholder entitled to vote thereon. The persons receiving the greatest number of votes shall be deemed and declared elected. Except as otherwise required by law or by the Declaration of Trust or by these By-Laws, all matters shall be decided by a majority of the votes cast, as hereinabove provided, by persons present at the meeting and (or represented by proxy) entitled to vote thereon. With respect to the submission of a management or investment advisory contract or a change in investment policy to the shareholders for any shareholder approval required by the Act, such matter shall be deemed to have been effectively acted upon with respect to any series of shares if the holders of the lesser of
(i) 67 per centum or more of the shares of that series present or represented at the meeting if the holders of more than 50 per centum of the outstanding shares of that series are present or represented by proxy at the meeting or
(ii) more than 50 per centum of the outstanding shares of that series
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vote for the approval of such matter, notwithstanding (a) that such matter has not been approved by the holders of a majority of the outstanding voting securities of any other series affected by such matter (as described in Rule 18f-2 under the Act) or (b) that such matter has not been approved by the vote of a majority of the outstanding voting securities of the Trust (as defined in the Act).
SECTION 6. Proxies. Any shareholder entitled to vote upon any matter at any meeting of the shareholders may so vote by proxy, provided that such proxy is authorized to act by (i) a written instrument, dated not more than six months before the meeting and executed either by the shareholder or by his or her duly authorized attorney in fact (who may be so authorized by a writing or by any non-written means permitted by the laws of the Commonwealth of Massachusetts) or (ii) such electronic, telephonic, computerized or other alternative means as may be approved by a resolution adopted by the Trustees, which authorization is received not more than six months before the initial session of the meeting. Proxies shall be delivered to the Secretary of the Trust or other person responsible for recording the proceedings before being voted. A proxy with respect to shares held in the name of two or more persons shall be valid if executed by one of them unless at or prior to exercise of such proxy the Trust receives a specific written notice to the contrary from any one of them. Unless otherwise specifically limited by their terms, proxies shall entitle the holder thereof to vote at any adjournment of a meeting. A proxy purporting to be exercised by or on behalf of a shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. At all meetings of the shareholders, unless the voting is conducted by inspectors, all questions relating to the qualifications of voters, the validity of proxies, and the acceptance or rejection of votes shall be decided by the chairman of the meeting.
SECTION 7. Consents. Any action which may be taken by shareholders may be taken without a meeting if a majority of shareholders entitled to vote on the matter (or such larger proportion thereof as shall be required by law, the Declaration of Trust or these By-Laws for approval of such matter) consent to the action in writing and the written consents are filed with the records of the meetings of shareholders. Such consents shall be treated for all purposes as a vote taken at a meeting of shareholders.
ARTICLE V
Trustees Meetings
SECTION 1. Meetings. The Trustees may in their discretion provide for regular or stated meetings of the Trustees. Meetings of the Trustees other than regular or stated meetings shall be held whenever called by the Chairman, President or by any other Trustee at the time being in office. Any or all of the Trustees may participate in a meeting by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time, and participation by such means shall constitute presence in person at a meeting.
SECTION 2. Notices. Notice of regular or stated meetings need not be given. Notice of the time and place of each meeting other than regular or stated meetings shall be given by the Secretary or by the Trustee calling the meeting and shall be mailed to each Trustee at least two (2) days before the meeting, or shall be telegraphed, cabled, or wirelessed to each Trustee at his business address or personally delivered to him at least one (1) day before the meeting. Such notice may, however, be waived by all the Trustees. Notice of a meeting need not be given to any Trustee if a written
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waiver of notice, executed by him before or after the meeting, is filed with the records of the meeting, or to any Trustee who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him. A notice or waiver of notice need not specify the purpose of any special meeting.
SECTION 3. Consents . Any action required or permitted to be taken at any meeting of the Trustees may be taken by the Trustees without a meeting if a written consent thereto is signed by a majority of the Trustees and filed with the records of the Trustees' meetings. A Trustee may deliver his consent to the Trust by facsimile machine or other electronic communication equipment. Such consent shall be treated as a vote at a meeting for all purposes.
SECTION 4. Place of Meetings. The Trustees may hold their meetings within or without the Commonwealth of Massachusetts.
SECTION 5. Quorum and Manner of Acting. A majority of the Trustees in office shall be present in person at any regular stated or special meeting of the Trustees in order to constitute a quorum for the transaction of business at such meeting and (except as otherwise required by the Declaration of Trust, by these By-Laws or by statute) the act of a majority of the Trustees present at any such meeting, at which a quorum is present, shall be the act of the Trustees. In the absence of quorum, a majority of the Trustees present may adjourn the meeting from time to time until a quorum shall be present. Notice of any adjourned meeting need not be given.
ARTICLE VI
Shares of Beneficial Interest
SECTION 1. Certificates for Shares of Beneficial Interest. Certificates for shares of beneficial interest of any series of shares of the Trust, if issued, shall be in such form as shall be approved by the Trustees. They shall be signed by, or in the name of, the Trust by the President and by the Treasurer and may, but need not be, sealed with seal of the Trust; provided, however, that where such certificate is signed by a transfer agent or a transfer clerk acting on behalf of the Trust or a registrar other than a Trustee, officer or employee of the Trust, the signature of the President or Treasurer and the seal may be facsimile. In case any officer or officers who shall have signed, or whose facsimile signature or signatures shall have been used on any such certificate or certificates, shall cease to be such officer or officers of the Trust whether because of death, resignation or otherwise, before such certificate or certificates shall have been delivered by the Trust, such certificate or certificates may nevertheless be adopted by the Trust and be issued and delivered as though the person or persons who signed such certificate or certificates or whose facsimile signatures shall have been used thereon had not ceased to be such officer or officers of the Trust.
SECTION 2. Transfer of Shares. Transfers of shares of beneficial interest of any series of shares of the Trust shall be made only on the books of the Trust by the owner thereof or by his attorney thereunto authorized by a power of attorney duly executed and filed with the Secretary or a transfer agent, and only upon the surrender of any certificate or certificates for such shares. The Trust shall not impose any restrictions upon the transfer of the shares of any series of the Trust, but this requirement shall not prevent the charging of customary transfer agent fees.
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SECTION 3. Transfer Agent and Registrar; Regulations. The Trust shall, if and whenever the Trustees shall so determine, maintain one or more transfer offices or agencies, each in the charge of a transfer agent designated by the Trustees, where the shares of beneficial interest of the Trust shall be directly transferable. The Trust shall, if and whenever the Trustees shall so determine, maintain one or more registry offices, each in the charge of a registrar designated by the Trustees, where such shares shall be registered, and no certificate for shares of the Trust in respect of which a transfer agent and/or registrar shall have been designated shall be valid unless countersigned by such transfer agent and/or registered by such registrar. The principal transfer agent may be located within or without the Commonwealth of Massachusetts and shall have charge of the share transfer books, lists and records, which shall be kept within or without Massachusetts in an office which shall be deemed to be the share transfer office of the Trust. The Trustees may also make such additional rules and regulations as it may deem expedient concerning the issue, transfer and registration of certificates for shares of the Trust.
SECTION 4. Closing of Transfer Books and Fixing Record Date . The Trustees may fix in advance a time which shall be not more than ninety (90) days before the date of any meeting of shareholders, or the date for the payment of any dividend or the making of any distribution to shareholders or the last day on which the consent or dissent of shareholders may be effectively expressed for any purpose, as the record date for determining the shareholders having the right to notice of and to vote at such meeting, and any adjournment thereof, or the right to receive such dividend or distribution or the right to give such consent or dissent, and in such case only shareholders of record on such record date shall have such right, notwithstanding any transfer of shares on the books of the Trust after the record date. The Trustees may, without fixing such record date, close the transfer books for all or any part of such period for any of the foregoing purposes.
SECTION 5. Lost, Destroyed or Mutilated Certificates. The holder of any shares of a series of the Trust shall immediately notify the Trust of any loss, destruction or mutilation of the certificate therefor, and the Trustees may, in their discretion, cause a new certificate or certificates to be issued to him, in case of mutilation of the certificate, upon the surrender of the mutilated certificate, or, in case of loss or destruction of the certificate, upon satisfactory proof of such loss or destruction and, in any case, if the Trustees shall so determine, upon the delivery of a bond in such form and in such sum and with such surety or sureties as the Trustees may direct, to indemnify the Trust against any claim that may be made against it on account of the alleged loss or destruction of any such certificate.
SECTION 6. Record Owner of Shares. The Trust shall be entitled to treat the person in whose name any share of a series of the Trust is registered on the books of the Trust as the owner thereof, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person.
ARTICLE VII
Fiscal Year
The fiscal year of the Trust shall end on such date as the Trustees may, from time to time, determine.
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ARTICLE VIII
Seal
The Trustees may adopt a seal of the Trust which shall be in such form and shall have such inscription thereon as the Trustees may from time to time prescribe.
ARTICLE IX
Inspection of Books
The Trustees shall from time to time determine whether and to what extent, and at what times and places, and under what conditions and regulations the accounts and books of the Trust or any of them shall be open to the inspection of the shareholders; and no shareholder shall have any right of inspecting any account or book or document of the Trust except as conferred by law or authorized by the Trustees or by resolution of the shareholders.
ARTICLE X
Custodian
The following provisions shall apply to the employment of a Custodian pursuant to Article III of the Declaration of Trust and to any contract entered into with the Custodian so employed:
(a)
The Trustees shall cause to be delivered to the Custodian all securities owned by the Trust or to which it may become entitled, and shall order the same to be delivered by the Custodian only in completion of a sale, exchange, transfer, pledge, loan, or other disposition thereof, against receipt by the Custodian of the consideration therefor or a certificate of deposit or a receipt of an issuer or of its transfer agent, or to a securities depository as defined in Rule 17f-4 under the Investment Company Act of 1940, as amended, all as the Trustees may generally or from time to time require or approve, or to a successor Custodian; and the Trustees shall cause all funds owned by the Trust or to which it may become entitled to be paid to the Custodian, and shall order the same disbursed only for investment against delivery of the securities acquired, or in payment of expenses, including management compensation, and liabilities of the Trust, including distributions to shareholders, or to a successor Custodian.
(b)
In case of the resignation, removal or inability to serve of any such Custodian, the Trustees shall promptly appoint another bank or trust company meeting the requirements of said Article III as successor Custodian. The agreement with the Custodian shall provide that the retiring Custodian shall, upon receipt of notice of such appointment, deliver the funds and property of the Trust in its possession to and only to such successor, and that pending appointment of a successor Custodian, or a vote of the shareholders to function without a Custodian, the Custodian shall not deliver funds and property of the Trust to the Trustees, but may deliver them to a bank or trust company doing business in Boston, Massachusetts, of its own
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selection, having an aggregate capital, surplus and undivided profits, as shown by its last published report, of not less than $2,000,000, as the property of the Trust to be held under terms similar to those on which they were held by the retiring Custodian.
ARTICLE XI
Limitation of Liability and Indemnification
SECTION 1. Limitation of Liability. Provided they have exercised reasonable care and have acted under the reasonable belief that their actions are in the best interest of the Trust, the Trustees shall not be responsible for or liable in any event for neglect or wrongdoing of them or any officer, agent, employee or investment adviser of the Trust, but nothing contained in the Declaration of Trust or herein shall protect any Trustee against any liability to which he would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office.
SECTION 2. Indemnification of Trustees and Officers. Subject to the exceptions and limitations contained in this section, every person who is or has been a Trustee, or officer, of the Trust, or, at the Trusts request , serves, or has served, as a, director, trustee or officer, of another organization in which the Trust has an interest as a shareholder, creditor or otherwise (hereinafter referred to as a Covered Person), shall be indemnified by the Trust to the fullest extent permitted by applicable law, as in effect from time to time (Applicable Law), against any and all liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or settlement, or as fines and penalties, and counsel, fees, incurred by or for such Covered Person in connection with the preparation for, defense or disposition of, any claim, demand, action , suit, investigation, inquiry or proceeding of any every kind, whether actual or threatened (collectively, a Claim), in which such Covered Person becomes involved as a party or otherwise by virtue of being or having been a Covered Person. No indemnification shall be provided hereunder to a Covered Person to the extent such indemnification is prohibited by Applicable Law. In no event shall the Trust be obligated to indemnify a Covered Person against liabilities to the Trust or any shareholder to which such Covered Person would otherwise be subject by reason of the willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such Covered Persons office (collectively, Disabling Conduct).
The rights of indemnification herein provided may be insured against by policies maintained by the Trust, shall be severable, shall not affect any other rights to which any Covered Person may now or hereafter be entitled and shall inure to the benefit of the heirs, executors and administrators such Covered Person incurred by or for a Covered Person in connection with Claim for which Covered Person is entitled to indemnification by the Trust prior to final disposition thereof upon receipt of an undertaking by or on behalf of the Covered Person to repay such amount if it is ultimately determined that such Covered Person is not entitled to indemnification by the Trust.
The obligation of the Trust to indemnify a Covered person and/or make advances for the payment of expenses incurred by or for such Covered Person under this section may be made subject to conditions and procedures as the Trustees determine are necessary or appropriate to protect the Trust from the risk that a Covered person will ultimately be determined to be not entitled to indemnification hereunder. Except as otherwise provided in such conditions and procedures, the
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Covered Person shall be entitled to the benefit of a rebuttable presumption that the Covered Person has not engaged in Disabling conduct and that the Covered Person is entitled to indemnification hereunder.
Nothing contained in this section shall affect any rights to indemnification to which any Covered Person or other person may be entitled by contract or otherwise under law or prevent the Trust from entered into any contract to provide indemnification to any covered Person or other person. Without limiting the foregoing, the Trust may, in connection with the acquisition of assets subject to liabilities or a merger or consolidation, assume the obligation to indemnify any person including a Covered Person or otherwise contract to provide such indemnification, and such indemnification shall not be subject to the terms of this Section.
SECTION 3. Indemnification of Shareholders. In case any shareholder or former shareholder shall be held to be personally liable solely by reason of his being or having been a shareholder and not because of his acts or omissions or for some other reason, the shareholder or former shareholder (or his heirs, executors, administrators or other legal representatives or, in the case of a corporation or other entity, its corporate or other general successor) shall be entitled out of the Trust estate to be held harmless from and indemnified against all loss and expense arising from such liability. The Trust shall, upon request by the shareholder, assume the defense of any claim made against any shareholder for any act or obligation of the Trust and satisfy any judgment thereon. A holder of shares of a series shall be entitled to indemnification hereunder only out of assets allocated to that series.
ARTICLE XII
Underwriting Arrangements
Any contract entered into for the sale of shares of the Trust pursuant to Article III, Section 1 of the Declaration of Trust shall require the other party thereto (hereinafter called the underwriter) whether acting as principal or as agent to use all reasonable efforts, consistent with the other business of the underwriter, to secure purchasers for the shares of the Trust.
The underwriter may be granted the right
(a)
To purchase as principal, from the Trust, at not less than net asset value per share, the shares needed, but no more than the shares needed (except for clerical errors and errors of transmission), to fill unconditional orders for shares of the Trust received by the underwriter.
(b)
To purchase as principal, from shareholders of the Trust at not less than net asset value per share (minus any applicable sales charge payable upon redemption or repurchase of shares) such shares as may be presented to the Trust, or the transfer agent of the Trust, for redemption and as may be determined by the underwriter in its sole discretion.
(c)
to resell any such shares purchased at not less than net asset value per share (minus any applicable sales charge payable upon redemption or repurchase of shares).
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ARTICLE XIII
Report to Shareholders
The Trustees shall at least semi-annually submit to the shareholders a written financial report of the transactions of the Trust including financial statements which shall at least annually be certified by independent public accountants.
ARTICLE XIV
Certain Transactions
SECTION 1. Long and Short Positions. Except as hereinafter provided, no officer or Trustee of the Trust and no partner, officer, director or share holder of the manager or investment adviser of the Trust or of the underwriter of the Trust, and no manager or investment adviser or underwriter of the Trust, shall take long or short positions in the securities issued by the Trust.
(a)
The foregoing provision shall not prevent the underwriter from purchasing shares of the Trust from the Trust if such purchases are limited (except for reasonable allowances for clerical errors, delays and errors of transmission and cancellation of orders) to purchases for the purpose of filling orders for such shares received by the underwriter, and provided that orders to purchase from the Trust are entered with the Trust or the Custodian promptly upon receipt by the underwriter of purchase orders for such shares, unless the underwriter is otherwise instructed by its customer.
(b)
The foregoing provision shall not prevent the underwriter from purchasing shares of the Trust as agent for the account of the Trust.
(c)
The foregoing provision shall not prevent the purchase from the Trust or from the underwriter of shares issued by the Trust by any officer or Trustee of the Trust or by any partner, officer, director or shareholder of the manager or investment adviser of the Trust at the price available to the public generally at the moment of such purchase or, to the extent that any such person is a shareholder, at the price available to shareholders of the Trust generally at the moment of such purchase, or as described in the current Prospectus of the Trust.
SECTION 2. Loans of Trust Assets. The Trust shall not lend assets of the Trust to any officer or Trustee of the Trust, or to any partner, officer, director or shareholder of, or person financially interested in, the manager or investment adviser of the Trust, or the underwriter of the Trust, or to the manager or investment adviser of the Trust or to the underwriter of the Trust.
SECTION 3. Miscellaneous . The Trust shall not permit any officer or Trustee, or any officer or director of the manager or investment adviser or underwriter of the Trust, to deal for or on behalf of the Trust with himself as principal or agent, or with any partnership, association or corporation in which he has a financial interest; provided that the foregoing provisions shall not prevent (i) officers and Trustees of the Trust from buying, holding or selling shares in the Trust, or from being partners, officers or directors of or otherwise financially interested in the manager or investment adviser or
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underwriter of the Trust; (ii) purchases or sales of securities or other property by the Trust from or to an affiliated person or to the manager or investment adviser or underwriter of the Trust if such transaction is exempt from the applicable provisions of the Act; (iii) purchases of investments from the portfolio of the Trust or sales of investments owned by the Trust through a security dealer who is, or one or more of whose partners, shareholders, officers or directors is, an officer or Trustee of the Trust, if such transactions are handled in the capacity of broker only and commissions charged do not exceed customary brokerage charges for such services; (iv) employment of legal counsel, registrar, transfer agent, dividend disbursing agent or custodian who is, or has a partner, shareholder, officer or director who is, an officer or Trustee of the Trust if only customary fees are charged for services to the Trust; (v) sharing statistical, research, legal and management expenses and office hire and expenses with any other investment company in which an officer or Trustee of the Trust is an officer, trustee or director of the Trust or of the manager or investment adviser of the Trust, unless such purchase would violate the Trusts investment policies or restrictions.
References to the manager or investment adviser of the Trust contained in this Article XIV shall also be deemed to refer to any sub-adviser appointed in accordance with Article III, Section 2 of the Declaration of Trust.
ARTICLE XV
Amendments
Except as provided in Section 3 of Article I of these By-Laws for the portions of such Section 3 referred to therein, these By-Laws may be amended at any meeting of the Trustees by a vote of a majority of the Trustees then in office.
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EXHIBIT (e)(1)
MASTER DISTRIBUTION AGREEMENT
DISTRIBUTION AGREEMENT effective as of May 1, 2013 between each Trust identified on Schedule A (each referred to herein as the Trust) on behalf of each of its series listed on Schedule A (each referred to herein as the Fund), and Eaton Vance Distributors, Inc., a Massachusetts corporation (the Principal Underwriter). As described on Schedule A, the Fund may offer multiple classes of shares, including Class A, Advisers Class, Class B, Class C, Class I, Class R, Institutional Class and Investor Class (the Classes).
IN CONSIDERATION of the mutual promises and undertakings herein contained, the parties hereto agree with respect to the Fund:
1.(a)
The Trust grants to the Principal Underwriter the right to purchase all Classes of shares of the Fund upon the terms herein below set forth during the term of this Agreement.
While this Agreement is in force, the Principal Underwriter agrees to use its best efforts to obtain unconditional orders for Fund shares, provided that it may refuse to accept any such orders in its discretion as described herein.
(b)
In carrying out its duties and responsibilities hereunder, the Principal Underwriter may, pursuant to separate written contracts, appoint various financial intermediaries to find purchasers for, and to otherwise provide distribution services with respect to, Fund shares. Such intermediaries shall at all times be deemed to be independent contractors retained by the Principal Underwriter and not by the Trust.
(c)
The Principal Underwriter shall have the right to buy from the Fund the shares needed, but not more than the shares needed (except for clerical errors and errors of transmission), to fill unconditional orders for shares of the Fund placed with the Principal Underwriter by financial intermediaries or investors in the manner set forth in the current Summary Prospectus, Prospectus and Statement of Additional Information (together, Prospectus) relating to shares of the Fund. The Principal Underwriter shall notify the Fund custodian (Custodian) and transfer agent (Transfer Agent), at the end of each business day, or as soon thereafter as the orders placed with it have been compiled, of the number of shares and the prices thereof which the Principal Underwriter is to purchase as principal for resale. The Principal Underwriter shall take down and pay for shares ordered from the Fund before the fourth business day after the shares have been so ordered.
(d)
The right granted to the Principal Underwriter to buy shares from the Fund shall be exclusive, except that said exclusive right shall not apply to: (i) shares issued in connection with the merger or consolidation of any other investment company or personal holding company with the Fund; (ii) the acquisition by purchase or otherwise of all (or substantially all) the assets or the outstanding shares of any such company by the Fund; or (iii) shares, if any, issued by the Fund in connection with the reinvestment of Fund distributions at the option of Fund shareholders.
(e)
The Principal Underwriter covenants and agrees that, in selling the shares of the Fund, it will use its best efforts in all respects to conform with the requirements of all state and federal laws relating to the sale of such shares and with applicable rules and regulations of the Financial Industry Regulatory Authority, Inc. (FINRA), of which it is a member.
2.
Fund shares may be resold by the Principal Underwriter to or through financial intermediaries and to investors, upon the following terms and conditions:
(a)
The public offering price of Fund shares (the "offering price") shall be the net asset value per share plus a sales charge, if any. Any such sales charge shall be established by the Principal Underwriter and disclosed in the Prospectus. The Principal Underwriter may establish a schedule of contingent deferred sales charges to be imposed at the time of redemption of certain shares and such schedule of contingent deferred sales charges shall be disclosed in the Prospectus. The sales charges and schedule of contingent deferred sales charges applicable to a Class may reflect scheduled variations in, the elimination of, or waivers of sales charges on sales of or redemptions of Shares in accordance with applicable rules and regulations, exemptive relief granted by the Securities and Exchange Commission ("SEC") and other relevant guidance.
(b)
The Principal Underwriter may pay to financial intermediaries through whom shares are sold such commissions or other payments as the Principal Underwriter may specify from time to time. Payment of any such sales charge or other payments shall be the sole obligation of the Principal Underwriter unless otherwise agreed to by the Trust.
(c)
The net asset value of shares of each Class of the Fund shall be determined by the Custodian as of the close of regular trading on the New York Stock Exchange (the Exchange) on each business day on which said Exchange is open, or as of such other time on each such business day as may be determined by the Trustees of the Trust, in accordance with the methodology and procedures for calculating such net asset value authorized by the Trustees. The Trust may also cause the net asset value to be determined in substantially the same manner or estimated in such manner and as of such other time or times as may from time to time be agreed upon by the Trust and Principal Underwriter. The Trust will notify the Principal Underwriter each time the net asset value of a Class of shares is determined and when such value is so determined it shall be applicable to transactions as set forth in the current Prospectus relating to Fund shares.
(d)
No Class of shares of the Fund shall be sold by the Fund during any period when the determination of that Classs net asset value is suspended, except to the Principal Underwriter in the manner and upon the terms above set forth to cover shares sold by the Principal Underwriter prior to any such suspension. The Trust shall also have the right to suspend the sale of any Class of shares if in the judgment of the Trust conditions obtaining at any time render such action advisable. The Principal Underwriter shall have the right to suspend sales at any time, to refuse to accept or confirm any order from an investor or financial intermediary, or to accept or confirm any such order in part only if, in the judgment of the Principal Underwriter, such action is in the best interests of the Fund.
3.
The Trust covenants and agrees that it will, from time to time, but subject to any required approval of the Funds shareholders, take such steps as may be necessary to register the Funds shares under the Securities Act of 1933, as amended from time to time (the 1933 Act), in order that there will be available for sale such number of shares as the Principal Underwriter may reasonably be expected to sell. The Trust also represents that all Fund shares, when issued, will be fully paid and non-assessable by the Trust.
4.(a)
The Trust covenants and agrees to indemnify and hold harmless the Principal Underwriter and each person, if any, who controls the Principal Underwriter within the meaning of Section 15 of the 1933 Act ( the EVD Control Persons) against any loss, liability, claim, damages or expense (including the reasonable cost of investigating or defending any alleged loss, liability,
2
claim, damages or expense and reasonable counsel fees incurred in connection therewith), arising by reason of any person acquiring any shares of the Fund, which may be based upon the 1933 Act or on any other statute or at common law, on the ground that the Registration Statement or Prospectus, as from time to time amended and supplemented, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, unless such statement or omission was made in reliance upon, and in conformity with, information furnished to the Trust in connection therewith by or on behalf of the Principal Underwriter or its affiliate, Eaton Vance Management (EVM).
Notwithstanding the foregoing, in no case (i) is the indemnity of the Trust in favor of the Principal Underwriter and any EVD Control Person to be deemed to protect such Principal Underwriter or any such EVD Control Person against any liability to the Trust or the Fund or its shareholders to which such Principal Underwriter or any such EVD Control 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 and duties under this Agreement, or (ii) is the Trust or the Fund to be liable under the indemnity contained in this paragraph with respect to any claim made against the Principal Underwriter or any EVD Control Person unless the Principal Underwriter or any EVD Control Person, as the case may be, shall have notified the Trust 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 the Principal Underwriter or such EVD Control Person (or after such Principal Underwriter or such EVD Control Person shall have received notice of such service on any designated agent), but failure to notify the Trust of any such claim shall not relieve it from any liability which the Fund may have to the person against whom such action is brought otherwise than on account of its indemnity contained in this paragraph.
The Trust shall be entitled to participate, at the expense of the Fund, in the defense, or, if the Trust so elects, to assume the defense of any suit brought to enforce any such liability, but if the Trust elects to assume the defense, such defense shall be conducted by counsel chosen by it and satisfactory to the Principal Underwriter or EVD Control Persons, defendant or defendants in the suit. In the event the Trust elects to assume the defense of any such suit and retains such counsel, the Principal Underwriter or any EVD Control Person, defendant or defendants in the suit, shall bear the fees and expenses of any additional counsel retained by them, but, in case the Trust does not elect to assume the defense of any such suit, the Fund shall reimburse the Principal Underwriter or the EVD Control Person, defendant or defendants in the suit, for the reasonable fees and expenses of any counsel retained by them. The Trust agrees promptly to notify the Principal Underwriter of the commencement of any litigation or proceedings against it or any of its officers or Trustees in connection with the issuance or sale of any of Fund shares.
(b)
The Principal Underwriter covenants and agrees to indemnify and hold harmless the Trust and each of its Trustees and officers and each person, if any, who controls the Trust within the meaning of Section 15 of the 1933 Act (Trust Control Persons), against any loss, liability, damages, claim or expense (including the reasonable cost of investigating or defending any alleged loss, liability, damages, claim or expense and reasonable counsel fees incurred in connection therewith), arising by reason of any person acquiring any shares of the Fund, which may be based upon the 1933 Act or any other statute or at common law, on account of any wrongful act of the Principal Underwriter or any of its employees (including any failure to conform with any requirement of any state or federal law relating to the sale of such shares) or on the ground that the Registration Statement or Prospectus, as from time to time amended and supplemented, includes an untrue statement of a material fact or omits to state a material fact
3
required to be stated therein or necessary in order to make the statements therein not misleading, insofar as any such statement or omission was made in reliance upon, and in conformity with information furnished to the Trust in connection therewith by or on behalf of the Principal Underwriter or EVM.
Notwithstanding the foregoing, in no case (i) is the indemnity of the Principal Underwriter in favor of the Trust and any Trust Control Person indemnified to be deemed to protect the Fund or any such Trust Control Person against any liability to which the Fund or any such Trust Control Person would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its or his duties or by reason of its or his reckless disregard of its obligations and duties under this Agreement, or (ii) is the Principal Underwriter to be liable under the indemnity contained in this paragraph with respect to any claim made against the Fund or any Trust Control Person indemnified unless the Trust or such Trust Control Person, as the case may be, shall have notified the Principal Underwriter 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 the Trust, the Fund or upon such Trust Control Person (or after the Trust, the Fund or such Trust Control Person shall have received notice of such service on any designated agent), but failure to notify the Principal Underwriter of any such claim shall not relieve it from any liability which it may have to the Fund or any person against whom such action is brought otherwise than on account of its indemnity contained in this paragraph.
The Principal Underwriter shall be entitled to participate, at its own expense, in the defense, or, if it so elects, to assume the defense of any suit brought to enforce any such liability, but if the Principal Underwriter elects to assume the defense, such defense shall be conducted by counsel chosen by it and satisfactory to the Trust, or to Trust Control Persons, defendant or defendants in the suit. In the event that the Principal Underwriter elects to assume the defense of any such suit and retains such counsel, the Fund or such Trust Control Persons, defendant or defendants in the suit, shall bear the fees and expenses of any additional counsel retained by them or the Trust, but, in case the Principal Underwriter does not elect to assume the defense of any such suit, it shall reimburse the Fund, any such Trust Control Person, defendant or defendants in such suit, for the reasonable fees and expenses of any counsel retained by them or the Trust. The Principal Underwriter agrees promptly to notify the Trust of the commencement of any litigation or proceedings against it in connection with the issue and sale of any of the Funds shares.
(c)
The Principal Underwriter is not authorized by the Trust to give any information or to make any representations or to authorize any financial intermediary to give or make representations, other than those contained in or drawn from (i) the Registration Statement or Prospectus filed with the SEC under the 1933 Act (as said Registration Statement and Prospectus may be amended or supplemented from time to time) covering the shares of the Fund or (ii) other materials developed in accordance with applicable legal and regulatory requirements containing information relating to the Fund, including but not limited to materials prepared in accordance with Rule 482 under the 1933 Act and other marketing materials, such as Fund fact sheets and Fund commentaries.
(d)
All sales of Fund shares made by the Principal Underwriter shall be made by it as principal, for its own account. The Principal Underwriter is not authorized to act as agent for the Trust or the Fund in connection with the offering or sale of shares of the Fund to the public or otherwise except in connection with the repurchase of shares as provided in paragraph 6 below,
4
or in connection with exchanges between investment companies for which the Principal Underwriter (or an affiliate thereof) acts as principal underwriter.
5.(a)
The Fund will pay, or cause to be paid (by one or more classes) -
(i)
all the costs and expenses of the Fund, including fees and disbursements of its counsel, in connection with the preparation and filing of any required Registration Statement and/or Prospectus under the 1933 Act or the Investment Company Act of 1940 Act, as amended (the 1940 Act) covering its shares and all amendments and supplements thereto, and preparing, printing and mailing Prospectuses and periodic reports to shareholders (including the expense of setting up in type any such Registration Statement, Prospectus or periodic report);
(ii)
the cost of preparing temporary and permanent share certificates (if any) for shares of the Fund;
(iii)
the cost and expenses of delivering to the Principal Underwriter at its office in Boston, Massachusetts, all shares of the Fund purchased by it as principal hereunder;
(iv)
all the federal and state (if any) issue and/or transfer taxes payable upon the issue by or (in the case of treasury shares) transfer from the Fund to the Principal Underwriter of any and all shares of the Fund purchased by the Principal Underwriter hereunder;
(v)
the fees, costs and expenses of the registration or qualification of shares for sale in the various states, territories or other jurisdictions (including without limitation registering or qualifying the Fund as a broker or dealer or any officer of the Fund as agent or salesman in any state, territory or other jurisdiction); and
(vi)
all payments to be made pursuant to any written plan approved in accordance with Rule 12b-1 under the 1940 Act, any written service plan or any agreement pursuant to such plan.
(b)
The Principal Underwriter agrees that, after the Prospectus and periodic reports have been set in type, it will bear the expense of printing and distributing any copies thereof which are to be used in connection with the offering of shares of the Fund to financial intermediaries or investors. The Principal Underwriter further agrees that it will bear the expenses of preparing, printing and distributing any other literature used by the Principal Underwriter or furnished by it for use by financial intermediaries in connection with the offering of the shares of the Fund for sale to the public and any expenses of advertising in connection with such offering.
(c)
In accordance with a Distribution Plan adopted pursuant to Rule 12b-1 under the 1940 Act with respect to a Class (the Distribution Plan), a Fund may make payments from Class assets of distribution fees (or fees referred to as distribution and service fees) to the Principal Underwriter, financial intermediaries and other persons. The aggregate of such payments during any fiscal year of the Fund with respect to a particular Class shall not exceed the amount stated on Schedule A for such year. No payments will be made to the Principal Underwriter pursuant to the Distribution Plan applicable to a Class which would cause the Fund with respect to such Class to exceed the maximum applicable cap imposed thereon by paragraph (2) of subsection (d) of Rule 2830 of the NASD Conduct Rules of FINRA or a lesser maximum cap as set forth on Schedule A (the Fee Cap). On any day when the Fee Cap is exceeded with respect to a particular Class, no distribution fee shall be paid to the Principal Underwriter with respect to that
5
Class and any contingent deferred sales charge payable to the Principal Underwriter by shareholders of such Class shall be paid to the Fund.
(d)
In addition to the payment of distribution fees, the Fund may make payments from the assets of a Class pursuant to a Distribution Plan or a written service plan of service fees to the Principal Underwriter, financial intermediaries and other persons. The aggregate of such payments during any fiscal year of the Fund shall not exceed the amount stated on Schedule A for such year.
(e)
Except as provided in Paragraph 5(c) above, the Principal Underwriter shall be entitled to receive all contingent deferred sales charges paid or payable in accordance with the Prospectus from a shareholder in connection with the redemption of Fund shares.
(f)
The persons authorized to direct the disposition of monies paid or payable by the Fund pursuant to the Distribution Plans, Service Plans or this Agreement shall be the President or any Vice President or the Secretary or Treasurer of the Trust. Such persons shall provide to the Trusts Trustees and the Trustees shall review, at least quarterly, a written report of the amounts so expended and the purposes for which such expenditures were made.
6.
The Trust hereby authorizes the Principal Underwriter, as agent of the Trust and for its account, to repurchase such shares of the Fund as may be offered for sale to the Fund from time to time on the terms and conditions set forth in the Prospectus. Such repurchases shall be made at the net asset value next determined after receipt of the repurchase order, subject to any applicable redemption fee that may be payable to the Fund or contingent deferred sales charge that may be payable to the Principal Underwriter.
(a)
The Trust agrees to authorize and direct the Custodian to pay, for the account of the Fund, the purchase price of any shares so repurchased against delivery of any outstanding certificates representing such shares in proper form for transfer to the Trust or for cancellation by the Trust.
(b)
The Principal Underwriter shall receive no commission in respect of any repurchase of shares under the foregoing authorization and appointment as agent, except for any distribution fee or contingent deferred sales charges payable under paragraph 5.
(c)
The Trust agrees that the Fund will reimburse the Principal Underwriter, from time to time on demand, for any reasonable expenses incurred in connection with the repurchase of shares of the Fund pursuant to this paragraph 6.
(d)
The Trust reserves the right to suspend or revoke the foregoing repurchase authorization at any time; unless otherwise stated, any such suspension or revocation shall be effective forthwith upon receipt of notice thereof by an officer of the Principal Underwriter, by electronic or by written communication from an officer of the Trust duly authorized by its Trustees. In the event that the authorization of the Principal Underwriter is, by the terms of such notice, suspended for more than twenty-four hours or until further notice, the authorization given by this paragraph 6 shall not be revived except by action of a majority of the Trustees of the Trust.
(e)
The Principal Underwriter shall have the right to terminate the operation of this paragraph 6 upon giving to the Trust thirty (30) days written notice thereof.
6
7.(a)
If, at any time during the existence of this Agreement, the Trust shall deem it necessary or advisable in the best interests of the Fund that any amendment of this Agreement be made in order to comply with the recommendations or requirements of the SEC or other governmental authority or for purposes of state or federal tax laws, it shall notify the Principal Underwriter of the form of amendment which it deems necessary or advisable and the reasons therefor, and, if the Principal Underwriter declines to assent to such amendment, the Trust may terminate this Agreement forthwith by written notice to the Principal Underwriter.
(b)
If, at any time during the existence of its agreement upon request by the Principal Underwriter, the Trust fails (after a reasonable time) to make any changes in its governing documents or in its methods of doing business which are necessary in order to comply with any requirement of federal law or regulations of the SEC or of a national securities association of which the Principal Underwriter is or may be a member, relating to the sale of the shares of the Fund, the Principal Underwriter may terminate this Agreement forthwith by written notice to the Trust.
8.(a)
The Principal Underwriter is a corporation in the United States organized under the laws of Massachusetts and holding membership in FINRA, a national securities association registered under Section 15A of the Securities Exchange Act of 1934, as amended from time to time, and during the life of this Agreement will continue to be so resident in the United States, so organized and a member in good standing of FINRA. The Principal Underwriter covenants that it and its officers and directors will comply with the Trusts governing documents, and the 1940 Act and the rules promulgated thereunder, insofar as they are applicable to the Principal Underwriter.
(b)
The Principal Underwriter shall maintain in the United States and preserve therein for such period or periods as the SEC shall prescribe by rules and regulations applicable to it as Principal Underwriter of an open-end investment company registered under the 1940 Act such accounts, books and other documents as are necessary or appropriate to record its transactions with the Fund. Such accounts, books and other documents shall be subject at any time and from time to time to such reasonable periodic, special and other examinations by the SEC or any member or representative thereof as the SEC may prescribe. The Principal Underwriter shall furnish to the SEC within such reasonable time as the SEC may prescribe copies of or extracts from such records which may be prepared without effort, expense or delay as the SEC may by order require.
(c)
The Principal Underwriter represents that it has implemented an anti-money laundering (AML) program and related procedures consistent with the requirements of the USA Patriot Act and all applicable regulations promulgated thereunder (the Patriot Act) (the Program) and represents that it has taken or shall take appropriate steps to establish and document the identity of a customer when the customer applies to invest in the Fund. The Trust acknowledges that pursuant to the Program, the Principal Underwriter may delegate AML compliance to financial intermediaries with which it has entered agreements. The Principal Underwriter further agrees to retain all related documentation in accordance with the Funds Records Management Policy and make such documentation available to a court or other administrative or regulatory body with competent jurisdiction if compelled to do so by applicable law, administrative action or regulation. The Principal Underwriter will provide the documentation described above upon reasonable request and shall certify to the Funds that the Principal Underwriter continues to satisfy the Funds customer identification responsibilities in the manner contemplated by the Patriot Act.
7
(d)
Notwithstanding anything in this Agreement to the contrary, the Trust and the Principal Underwriter each agree that any Nonpublic Personal Information (NPI), as defined under Section 248.3(t) of Regulation S-P (Regulation S-P), promulgated under the Gramm-Leach-Bliley Act (the GLB Act) (collectively, the Privacy Laws), disclosed hereunder is for the specific purpose of performing the services set forth in this Agreement, and with respect to such information, it will comply with the Privacy Laws. Neither the Trust nor the Principal Underwriter shall disclose any NPI received in connection with this Agreement, to any other party, except as necessary to carry out the services set forth herein or as otherwise permitted by Privacy Laws. Furthermore, NPI shall be safeguarded pursuant to procedures adopted under Section 248.30 of Regulation S-P and any applicable state laws, including Section 17 of Chapter 201 of the Code of Massachusetts Regulations. The foregoing will survive termination or expiration of this Agreement for so long as the Principal Underwriter continues to possess or have access to personal information related to the Funds shareholders.
(e)
The Principal Underwriter will provide the Trust with its written compliance policies and procedures as required by Rule 38a-1 of the 1940 Act for the approval by the Board of Trustees of the Trust. The Principal Underwriter will cooperate with the Trusts Chief Compliance Officer (CCO) in carrying out the Trusts obligations under Rule 38a-1 to oversee the compliance program of the Principal Underwriter, including providing the Trusts CCO access to compliance personnel and copies of such documents the CCO may reasonably request in conjunction with his/her review of the Principal Underwriters compliance program.
9.
This Agreement shall continue in force indefinitely until terminated as provided above, except that:
(a)
this Agreement shall remain in effect through and including for one year from the date first set forth above (or, for Funds added to this Agreement after such date, for two years after the date it is added hereto), and shall continue in full force and effect indefinitely thereafter, but only so long as such continuance is specifically approved at least annually (i) by the vote of a majority of those Trustees of the Trust who are not interested persons of the Trust (as defined in the 1940 Act) and have no direct or indirect financial interest in the operation of a Distribution Plan or any agreements related to it (the Rule 12b-1 Trustees) cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund;
(b)
this Agreement may be terminated with respect to a Class with a Distribution Plan at any time by vote of a majority of the Rule 12b-1 Trustees or by vote of a majority of the outstanding voting securities of the Class on not more than sixty (60) days notice to the Principal Underwriter. The Principal Underwriter shall be entitled to receive all contingent deferred sales charges paid or payable with respect to shares of such Class on any day subsequent to such termination;
(c)
either party shall have the right to terminate this Agreement with respect to any Class on six (6) months written notice thereof given in writing to the other;
(d)
the Trust shall have the right to terminate this Agreement forthwith in the event that it shall have been established by a court of competent jurisdiction that the Principal Underwriter or any director or officer of the Principal Underwriter has taken any action which results in a breach of the covenants set out in paragraph 8 hereof;
8
(e)
if this Agreement is terminated with respect to any Trust, Class or Fund, it shall not terminate the Agreement with respect to any other Trust, Class or Fund that is a party to this Agreement; and
(f)
additional Funds or Classes of Funds established under the Trust may be added to this Agreement upon approval by the Trustees of the Trust and amendment of Schedule A.
10.
In the event of the assignment of this Agreement by the Principal Underwriter, this Agreement shall automatically terminate.
11.
Any notice under this Agreement shall be in writing, addressed and delivered, or mailed postage paid, to the other party, at such address as such other party may designate for the receipt of such notices. Until further notice to the other party, it is agreed that the record address of the Trust and that of the Principal Underwriter, shall be Two International Place, Boston, Massachusetts 02110.
12.
The services of the Principal Underwriter to the Trust hereunder are not to be deemed to be exclusive, the Principal Underwriter being free to (a) render similar service to, and to act as principal underwriter in connection with the distribution of shares of, other series of the Trust or other investment companies, and (b) engage in other business and activities from time to time.
13.
The terms vote of a majority of the outstanding voting securities, assignment and interested persons, when used herein, shall have the respective meanings specified in the 1940 Act, subject, however, to such exemptions as may be granted by the SEC by any rule, regulation or order.
14.
In the event any provision of this Agreement is determined to be void or unenforceable, such determination shall not affect the remainder of this Agreement, which shall remain in full force and effect.
15.
Each of the undersigned expressly warrants and represents that he or she has the full power and authority to sign this Agreement on behalf of the party indicated, and that his or her signature will operate to bind the party indicated to the foregoing terms.
16.
If the Principal Underwriter is delayed in the performance of its services or prevented entirely or in part from performing services due to causes or events beyond its control, including and without limitation, acts of God, interruption of power or other utility, transportation or communication services, acts of civil or military authority, sabotages, national emergencies, explosion, flood, accident, earthquake or other catastrophe, fire, strike or other labor problems, legal action, present or future law, governmental order, rule or regulation, or shortages of suitable parts, materials, labor or transportation, such delay or non-performance shall be excused for a reasonable time, subject to restrictions and requirements of performance as may be established by federal or state law.
17.
This agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts.
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18.
This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
19.
The Principal Underwriter expressly acknowledges the provision in the Trusts governing documents limiting the personal liability of the shareholders of the Trust and the Trustees of the Trust. The Principal Underwriter hereby agrees that it shall have recourse only to the assets of the relevant Fund or Class thereof for payment of claims or obligations as between the Trust and the Principal Underwriter arising out of this Agreement and shall not seek satisfaction from any shareholders or from the Trustees. No Trust, Fund or Class shall be responsible for obligations of any other Trust, Fund or Class that is a party to this Agreement.
20.
This Agreement is the successor to separate Distribution Agreements between the Principal Underwriter and each Trust listed on Schedule A. For purposes of calculating the Fee Cap set forth under paragraph 5, the Principal Underwriter shall include amounts payable and shares sold pursuant to such prior agreements.
IN WITNESS WHEREOF, the parties hereto have entered into this Agreement as of the date first stated above.
EACH TRUST LISTED ON SCHEDULE A
By: /s/ Maureen A. Gemma
Maureen A. Gemma
Vice President
EATON VANCE DISTRIBUTORS, INC.
By: /s/ Brian Taranto
Brian Taranto
Vice President
10
|
Trust and Funds |
Classes (b) |
|||||||||
|
|
A (c) |
Advisers (c) |
Investor (c) |
B |
C |
R (1) |
I |
Institutional |
||
|
Eaton Vance Investment Trust (2) |
Fees |
Fees |
Fees |
Fees |
Fee Cap (d) |
Fees |
Fee Cap (d) |
Fees |
Fees |
Fees |
|
Eaton Vance AMT-Free Limited Maturity Municipal Income Fund |
0.25 |
N/A |
N/A |
N/A |
N/A |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance Massachusetts Limited Maturity Municipal Income Fund |
0.25 |
N/A |
N/A |
N/A |
N/A |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance National Limited Maturity Municipal Income Fund |
0.25 |
N/A |
N/A |
0.75/0.25 |
3.00 |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance New York Limited Maturity Municipal Income Fund |
0.25 |
N/A |
N/A |
0.75/0.25 |
3.00 |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance Pennsylvania Limited Maturity Municipal Income Fund |
0.25 |
N/A |
N/A |
N/A |
N/A |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
|
|
|
|
|
|
|
|
|
|
|
|
Eaton Vance Municipals Trust (3) |
|
|
|
|
|
|
|
|
|
|
|
Eaton Vance Alabama Municipal Income Fund |
0.25 |
N/A |
N/A |
0.75/0.25 |
5.00 |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance Arizona Municipal Income Fund |
0.25 |
N/A |
N/A |
0.75/0.25 |
5.00 |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance Arkansas Municipal Income Fund |
0.25 |
N/A |
N/A |
0.75/0.25 |
5.00 |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance California Municipal Income Fund |
0.25 |
N/A |
N/A |
N/A |
N/A |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance Connecticut Municipal Income Fund |
0.25 |
N/A |
N/A |
0.75/0.25 |
5.00 |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance Georgia Municipal Income Fund |
0.25 |
N/A |
N/A |
0.75/0.25 |
5.00 |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance Kentucky Municipal Income Fund |
0.25 |
N/A |
N/A |
0.75/0.25 |
5.00 |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance Maryland Municipal Income Fund |
0.25 |
N/A |
N/A |
0.75/0.25 |
5.00 |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance Massachusetts Municipal Income Fund |
0.25 |
N/A |
N/A |
N/A |
N/A |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance Minnesota Municipal Income Fund |
0.25 |
N/A |
N/A |
0.75/0.25 |
5.00 |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance Missouri Municipal Income Fund |
0.25 |
N/A |
N/A |
0.75/0.25 |
5.00 |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance Municipal Opportunities Fund |
0.25 |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
None |
N/A |
|
Eaton Vance National Municipal Income Fund |
0.25 |
N/A |
N/A |
0.75/0.25 |
5.00 |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance New Jersey Municipal Income Fund |
0.25 |
N/A |
N/A |
N/A |
N/A |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance New York Municipal Income Fund |
0.25 |
N/A |
N/A |
0.75/0.25 |
5.00 |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance North Carolina Municipal Income Fund |
0.25 |
N/A |
N/A |
0.75/0.25 |
5.00 |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance Ohio Municipal Income Fund |
0.25 |
N/A |
N/A |
N/A |
N/A |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance Oregon Municipal Income Fund |
0.25 |
N/A |
N/A |
0.75/0.25 |
5.00 |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance Pennsylvania Municipal Income Fund |
0.25 |
N/A |
N/A |
0.75/0.25 |
5.00 |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance South Carolina Municipal Income Fund |
0.25 |
N/A |
N/A |
0.75/0.25 |
5.00 |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance Tennessee Municipal Income Fund |
0.25 |
N/A |
N/A |
0.75/0.25 |
5.00 |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance Virginia Municipal Income Fund |
0.25 |
N/A |
N/A |
0.75/0.25 |
5.00 |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Trust and Funds |
Classes (b) |
|||||||||
|
|
A (c) |
Advisers (c) |
Investor (c) |
B |
C |
R (1) |
I |
Institutional |
||
|
Eaton Vance Municipals Trust II (3) |
Fees |
Fees |
Fees |
Fees |
Fee Cap (d) |
Fees |
Fee Cap (d) |
Fees |
Fees |
Fees |
|
Eaton Vance High Yield Municipal Income Fund |
0.25 |
N/A |
N/A |
0.75/0.25 |
5.00 |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance Tax-Advantaged Bond Strategies Intermediate Term Fund |
0.25 |
N/A |
N/A |
N/A |
N/A |
0.75/0.25 |
FINRA |
N/A |
None |
N/A |
|
Eaton Vance Tax-Advantaged Bond Strategies Long Term Fund |
0.25 |
N/A |
N/A |
N/A |
N/A |
0.75/0.25 |
FINRA |
N/A |
None |
N/A |
|
Eaton Vance Tax-Advantaged Bond Strategies Short Term Fund |
0.25 |
N/A |
N/A |
N/A |
N/A |
0.75/0.25 |
FINRA |
N/A |
None |
N/A |
|
|
|
|
|
|
|
|
|
|
|
|
|
Eaton Vance Mutual Funds Trust |
|
|
|
|
|
|
|
|
|
|
|
Eaton Vance AMT-Free Municipal Income Fund |
0.25 |
N/A |
N/A |
0.75/0.25 |
5.00 |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance Atlanta Capital Horizon Growth Fund |
0.25 |
N/A |
N/A |
0.75/0.25 |
6.25 |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance Build America Bond Fund |
0.25 |
N/A |
N/A |
N/A |
N/A |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance Diversified Currency Income Fund |
0.30 |
N/A |
N/A |
N/A |
N/A |
0.75/0.25 |
FINRA |
N/A |
None |
N/A |
|
Eaton Vance Emerging Markets Local Income Fund |
0.30 |
N/A |
N/A |
N/A |
N/A |
0.75/0.25 |
FINRA |
N/A |
None |
N/A |
|
Eaton Vance Floating-Rate Advantage Fund |
0.25 |
0.25 |
N/A |
0.40/.0.20 |
FINRA |
0.60/0.15 |
FINRA |
N/A |
None |
N/A |
|
Eaton Vance Floating-Rate Fund |
0.25 |
0.25 |
N/A |
0.75/0.25 |
6.25 |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance Floating-Rate & High Income Fund |
0.25 |
0.25 |
N/A |
0.75/0.25 |
6.25 |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance Global Dividend Income Fund |
0.25 |
N/A |
N/A |
N/A |
N/A |
0.75/0.25 |
6.25 |
0.50/0.25 |
None |
N/A |
|
Eaton Vance Global Macro Absolute Return Advantage Fund |
0.30 |
N/A |
N/A |
N/A |
N/A |
0.75/0.25 |
FINRA |
0.50/0.25 |
None |
N/A |
|
Eaton Vance Global Macro Absolute Return Fund |
0.30 |
N/A |
N/A |
N/A |
N/A |
0.75/0.25 |
6.25 |
0.50/0.25 |
None |
N/A |
|
Eaton Vance Government Obligations Fund |
0.25 |
N/A |
N/A |
0.75/0.25 |
5.00 |
0.75/0.25 |
6.25 |
0.50/0.25 |
None |
N/A |
|
Eaton Vance High Income Opportunities Fund |
0.25 |
N/A |
N/A |
0.75/0.25 |
5.00 |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance Large-Cap Core Research Fund |
0.25 |
N/A |
N/A |
N/A |
N/A |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance Low Duration Government Income Fund |
0.25 |
N/A |
N/A |
0.75/0.25 |
6.25 |
0.60/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance Multi-Strategy Absolute Return Fund |
0.25 |
N/A |
N/A |
0.75/0.25 |
6.25 |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance Multi-Strategy All Market Fund |
0.25 |
N/A |
N/A |
N/A |
N/A |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance Strategic Income Fund |
0.25 |
N/A |
N/A |
0.75/0.25 |
4.50 |
0.75/0.25 |
6.25 |
0.50/0.25 |
None |
N/A |
|
Eaton Vance Tax-Managed Equity Asset Allocation Fund |
0.25 |
N/A |
N/A |
0.75/0.25 |
6.25 |
0.75/0.25 |
6.25 |
N/A |
N/A |
N/A |
|
Eaton Vance Tax-Managed Global Dividend Income Fund |
0.25 |
N/A |
N/A |
0.75/0.25 |
6.25 |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance Tax-Managed Growth Fund 1.1 (4) |
0.25 |
N/A |
N/A |
0.75/0.25 |
5.00 |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance Tax-Managed Growth Fund 1.2 |
0.25 |
N/A |
N/A |
0.75/0.25 |
6.25 |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Trust and Funds |
Classes (b) |
|||||||||
|
|
A (c) |
Advisers (c) |
Investor (c) |
B |
C |
R (1) |
I |
Institutional |
||
|
Eaton Vance Mutual Funds Trust (continued) |
Fees |
Fees |
Fees |
Fees |
Fee Cap (d) |
Fees |
Fee Cap (d) |
Fees |
Fees |
Fees |
|
Eaton Vance Tax-Managed Multi-Cap Growth Fund |
0.25 |
N/A |
N/A |
0.75/0.25 |
6.25 |
0.75/0.25 |
6.25 |
N/A |
N/A |
N/A |
|
Eaton Vance Tax-Managed Small-Cap Fund |
0.25 |
N/A |
N/A |
0.75/0.25 |
5.00 |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance Tax-Managed Small-Cap Value Fund |
0.25 |
N/A |
N/A |
N/A |
N/A |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance Tax-Managed Value Fund |
0.25 |
N/A |
N/A |
N/A |
N/A |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance U.S. Government Money Market Fund (5) |
None |
N/A |
N/A |
0.75/0.25 |
5.00 |
0.75/0.25 |
6.25 |
N/A |
N/A |
N/A |
|
Parametric Commodity Strategy Fund |
N/A |
N/A |
0.25 |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
None |
|
Parametric Currency Fund |
N/A |
N/A |
0.25 |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
None |
|
Parametric Emerging Markets Fund |
N/A |
N/A |
0.25 |
N/A |
N/A |
0.75/0.25 |
6.25 |
N/A |
N/A |
None |
|
Parametric Global Small-Cap Fund |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
None |
|
Parametric International Equity Fund |
N/A |
N/A |
0.25 |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
None |
|
Parametric Market Neutral Fund |
N/A |
N/A |
0.25 |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
None |
|
Parametric Tax-Managed International Equity Fund |
N/A |
N/A |
0.25 |
N/A |
N/A |
0.75/0.25 |
6.25 |
N/A |
N/A |
None |
|
|
|
|
|
|
|
|
|
|
|
|
|
Eaton Vance Series Fund, Inc. |
|
|
|
|
|
|
|
|
|
|
|
Eaton Vance Institutional Emerging Markets Local Debt Fund (6) |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
None |
|
|
|
|
|
|
|
|
|
|
|
|
|
Eaton Vance Series Trust II |
|
|
|
|
|
|
|
|
|
|
|
Eaton Vance Income Fund of Boston |
0.25 |
N/A |
N/A |
0.75/0.25 |
6.25 |
0.75/0.25 |
6.25 |
0.50/0.25 |
None |
N/A |
|
Parametric Tax-Managed Emerging Markets Fund |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
None |
|
|
|
|
|
|
|
|
|
|
|
|
|
Eaton Vance Special Investment Trust |
|
|
|
|
|
|
|
|
|
|
|
Eaton Vance Balanced Fund |
0.25 |
N/A |
N/A |
0.75/0.25 |
5.00 |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance Bond Fund |
0.25 |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
None |
N/A |
|
Eaton Vance Commodity Strategy Fund |
0.25 |
N/A |
N/A |
N/A |
N/A |
0.75/0.25 |
FINRA |
N/A |
None |
N/A |
|
Eaton Vance Dividend Builder Fund |
0.25 |
N/A |
N/A |
0.75/0.25 |
5.00 |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance Greater India Fund |
0.30 |
N/A |
N/A |
0.75/0.25 |
5.00 |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance Investment Grade Income Fund |
0.25 |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
None |
N/A |
|
Eaton Vance Large-Cap Growth Fund |
0.25 |
N/A |
N/A |
N/A |
N/A |
0.75/0.25 |
6.25 |
0.50/0.25 |
None |
N/A |
|
Eaton Vance Large-Cap Value Fund |
0.25 |
N/A |
N/A |
0.75/0.25 |
5.00 |
0.75/0.25 |
6.25 |
0.50/0.25 |
None |
N/A |
5 of 5
EXHIBIT (h)(1)
EATON VANCE MUNICIPALS TRUST II
AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT
AGREEMENT effective as of this 6 th day of August 2012, between Eaton Vance Municipals Trust II, a Massachusetts business trust (the Trust) on behalf of its series listed on Appendix A (each referred to herein as the Fund) and Eaton Vance Management, a Massachusetts business trust (the Administrator).
IN CONSIDERATION of the mutual promises and undertakings herein contained, the parties hereto agree with respect to the Fund:
1.
Duties of the Administrator. The Trust hereby employs the Administrator to act as administrator of the Fund and to administer its affairs, subject to the supervision of the Trustees of the Trust, for the period and on the terms set forth in this Agreement.
The Administrator hereby accepts such employment, and undertakes to afford to the Trust the advice and assistance of the Administrators organization 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 administering the affairs of the Fund and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Administrators organization and all personnel of the Administrator performing services relating to administrative activities. The Administrator 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.
In connection with its responsibilities as Administrator of the Fund, the Administrator 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;
·
prepare and assemble all reports required to be filed by the Trust on behalf of the Fund with the SEC on Form N-SAR, or on such other form as the SEC may substitute for Form N-SAR, and file such reports with the SEC;
·
review the provision of services by the Funds independent public accounting firm, including, but not limited to, the preparation by such firm of audited financial statements of the Fund and the Funds federal, state and local tax returns; and make such reports and recommendations to the Trustees of the Trust concerning the performance of the independent accountants as the Trustees 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 Funds proxy materials, and oversee the tabulation of proxies by the Funds transfer agent or other duly authorized proxy tabulator;
021_0029
·
review and supervise the provision of custodian services to the Fund; and make such reports and recommendations to the Trustees concerning the provision of such services as the Trustees deem appropriate;
·
oversee the valuation of all such portfolio investments and other assets of the Fund as may be designated by the Trustees (subject to any guidelines, directions and instructions of the Trustees), and review and supervise the calculation of the net asset value of the Funds 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 concerning the performance of the Funds transfer and dividend disbursing agent as the Trustees deem appropriate;
·
establish the accounting policies of the Fund; reconcile accounting issues that may arise with respect to the Funds operations; and consult with the Funds 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 Funds transfer and dividend disbursing agent and custodian with such information as is required for such parties to effect the payment of distributions;
·
review the Funds bills and authorize payments of such bills by the Funds 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 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 Funds business affairs.
Notwithstanding the foregoing, the Administrator shall not be deemed to have assumed any duties with respect to, and shall not be responsible for, the management of the Funds assets or the rendering of investment advice and supervision with respect thereto or the distribution of shares of the Fund, nor shall the Administrator 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 or the Fund.
2.
Allocation of Charges and Expenses. The Administrator shall pay the entire salaries and fees of all of the Trusts Trustees and officers who devote part or all of their time to the affairs of the Administrator, and the salaries and fees of such persons shall not be deemed to be expenses incurred by the Trust for purposes of this Section 2. Except as provided in the foregoing sentence, the Administrator shall not pay any expenses relating to the Trust or the Fund including, without implied limitation:
2
021_0029
·
expenses of maintaining the Fund and continuing its existence;
·
commissions, fees and other expenses connected with the acquisition and disposition of securities and other investments;
·
auditing, accounting and legal expenses;
·
taxes and interest;
·
governmental fees;
·
expenses of issue, sale, repurchase and redemption of shares;
·
expenses of registering and qualifying the Trust, the Fund and its shares under federal and state securities laws and of preparing and printing prospectuses for such purposes and for distributing the same to shareholders and investors, and fees and expenses of registering and maintaining registrations of the Fund under state securities laws;
·
registration of the Trust under the Investment Company Act of 1940;
·
expenses of reports and notices to shareholders and of meetings of shareholders and proxy solicitations therefor;
·
expenses of reports to regulatory bodies;
·
insurance expenses;
·
association membership dues;
·
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 and accounts and determination of net asset values);
·
fees, expenses and disbursements of transfer agents, dividend disbursing agents, shareholder servicing agents and registrars for all services to the Fund;
·
expenses for servicing shareholder accounts;
·
any direct charges to shareholders approved by the Trustees of the Trust;
·
compensation and expenses of Trustees of the Trust who are not members of the Administrators organization;
·
all payments to be made and expenses to be assumed by the Fund in connection with the distribution of Fund shares;
·
any pricing or valuation services employed by the Fund to value its investments including primary and comparative valuation services;
·
any investment advisory, sub-advisory or similar management fee payable by the Fund;
·
all expenses incurred in connection with the Funds use of a line of credit; and
·
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 and officers with respect thereto.
3
021_0029
3.
Compensation of Administrator. The Administrator shall receive compensation (if any) from the Trust on behalf of the Fund in respect of the services to be rendered and the facilities to be provided by the Administrator under this Agreement as set forth on Appendix A.
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 Administrator as trustees, officers, employees, shareholders or otherwise and that trustees, officers, employees and shareholders of the Administrator are or may be or become similarly interested in the Fund, and that the Administrator may be or become interested in the Fund as shareholder or otherwise. It is also understood that trustees, officers, employees and shareholders of the Administrator 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 Administrator 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 the Administrator or its subsidiaries or affiliates may enter into advisory or management or administration agreements or other contracts or relationships with such other companies or entities.
5.
Limitation of Liability of the Administrator. The services of the Administrator to the Trust and the Fund are not to be deemed to be exclusive, the Administrator 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 Administrator, the Administrator 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 which may be sustained in the acquisition, holding or disposition of any security or other investment.
6.
Sub-Administrators. The Administrator may employ one or more sub-administrators from time to time to perform such of the acts and services of the Administrator and upon such terms and conditions as may be agreed upon between the Administrator and such sub-administrators and approved by the Trustees of the Trust, all as permitted by the Investment Company Act of 1940.
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 date is specifically approved at least annually (i) by the Board of Trustees of the Trust and (ii) by the vote of a majority of those Trustees of the Trust who are not interested persons of the Administrator or the Trust.
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 trustee of the Administrator, as the case may be, and the Trust may, at any time upon such written notice to the Administrator, 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 (i) by the vote of a majority of those Trustees of the Trust who are not interested persons of
4
021_0029
the Administrator or the Trust, and (ii) by vote of the Board of Trustees of the Trust. Additional series of the Trust, however, will become a Fund hereunder upon approval by the Trustees of the Trust and amendment of Schedule A.
9.
Limitation of Liability. The Fund shall not be responsible for the obligations of any other series of the Trust. Each party expressly acknowledges the provision in the other partys Declaration of Trust limiting the personal liability of trustees, officers and shareholders, and each party hereby agrees that it shall only have recourse to the assets of the other party for payment of claims or obligations arising out of this Agreement and shall not seek satisfaction from the Trustees, officers or shareholders of the other party.
10.
Use of the Name Eaton Vance. The Administrator hereby consents to the use by the Fund of the name Eaton Vance as part of the Funds name; provided, however, that such consent shall be conditioned upon the employment of the Administrator or one of its affiliates as the 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 the Administrator and its affiliates and other investment companies that have obtained consent to the use of the name Eaton Vance. The Administrator shall have the right to require the Fund to cease using the name Eaton Vance as part of the Funds name if the Fund ceases, for any reason, to employ the Administrator or one of its affiliates as the Funds administrator. Future names adopted by the Fund for itself, insofar as such names include identifying words requiring the consent of the Administrator, shall be the property of the Administrator and shall be subject to the same terms and conditions.
11.
Certain Definitions. The term interested persons when used herein shall have the respective meanings specified in the Investment Company Act of 1940 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.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the day and year first above written.
EATON VANCE MUNICIPALS TRUST II
EATON VANCE MANAGEMENT
By: /s/ Cynthia J. Clemson
By: /s/ Maureen A. Gemma
Cynthia J. Clemson
Maureen A. Gemma
President
Vice President
5
021_0029
Appendix A
Fund |
Fee |
Eaton Vance High Yield Municipal Income Fund |
-- |
A-1
021_0029
Schedule A
EXHIBIT (h)(4)(b)
As of May 31, 2013
Trust, Series and Class |
Contractual
|
Effective
|
Termination
|
Eaton Vance Growth Trust |
|
|
|
Asian Small Companies Fund Class A |
1.75% |
5/1/2013 |
12/31/2014 |
Asian Small Companies Fund Class B |
2.45% |
5/1/2013 |
12/31/2014 |
|
|
|
|
Greater China Growth Fund Class A |
1.95% |
4/28/2011 |
12/31/2013 |
Greater China Growth Fund Class B |
2.65% |
4/28/2011 |
12/31/2013 |
Greater China Growth Fund Class C |
2.65% |
4/28/2011 |
12/31/2013 |
Greater China Growth Fund Class I |
1.65% |
4/28/2011 |
12/31/2013 |
|
|
|
|
Richard Bernstein All Asset Strategy Fund Class A* |
1.45% |
9/30/2011 |
12/31/2013 |
Richard Bernstein All Asset Strategy Fund Class C* |
2.20% |
9/30/2011 |
12/31/2013 |
Richard Bernstein All Asset Strategy Fund Class I* |
1.20% |
9/30/2011 |
12/31/2013 |
|
|
|
|
Atlanta Capital SMID-Cap Fund Class A |
1.25% |
2/1/2012 |
1/31/2014 |
Atlanta Capital SMID-Cap Fund Class I |
1.00% |
2/1/2012 |
1/31/2014 |
Atlanta Capital SMID-Cap Fund Class R |
1.50% |
2/1/2012 |
1/31/2014 |
Atlanta Capital SMID-Cap Fund Class C |
2.00% |
2/1/2012 |
1/31/2014 |
|
|
|
|
Atlanta Capital Select Equity Fund Class A |
1.20% |
12/30/2011 |
1/31/2014 |
Atlanta Capital Select Equity Fund Class C |
1.95% |
3/19/2013 |
1/31/2014 |
Atlanta Capital Select Equity Fund Class I |
0.95% |
12/30/2011 |
1/31/2014 |
|
|
|
|
Focused Growth Opportunities Fund Class A |
1.25% |
3/7/2011 |
6/30/2013 |
Focused Growth Opportunities Fund Class C |
2.00% |
3/7/2011 |
6/30/2013 |
Focused Growth Opportunities Fund Class I |
1.00% |
3/7/2011 |
6/30/2013 |
|
|
|
|
Focused Value Opportunities Fund Class A |
1.25% |
3/7/2011 |
6/30/2013 |
Focused Value Opportunities Fund Class C |
2.00% |
3/7/2011 |
6/30/2013 |
Focused Value Opportunities Fund Class I |
1.00% |
3/7/2011 |
6/30/2013 |
|
|
|
|
Global Natural Resources Fund Class A |
1.40% |
4/30/2012 |
6/30/2013 |
Global Natural Resources Fund Class I |
1.15% |
4/30/2012 |
6/30/2013 |
|
|
|
|
Hexavest Emerging Markets Equity Fund Class A |
1.75% |
8/29/2012 |
11/30/2013 |
Hexavest Emerging Markets Equity Fund Class I |
1.50% |
8/29/2012 |
11/30/2013 |
|
|
|
|
Hexavest Global Equity Fund Class A |
1.40% |
8/29/2012 |
11/30/2013 |
Hexavest Global Markets Equity Fund Class I |
1.15% |
8/29/2012 |
11/30/2013 |
|
|
|
|
Hexavest International Equity Fund Class A |
1.40 % |
8/29/2012 |
11/30/2013 |
Hexavest International Equity Fund Class I |
1.15% |
8/29/2012 |
11/30/2013 |
|
|
|
|
Hexavest U.S. Equity Fund Class A |
1.20 % |
8/29/2012 |
11/30/2013 |
Hexavest U.S. Equity Fund Class I |
0.95% |
8/29/2012 |
11/30/2013 |
|
|
|
|
Eaton Vance Municipals Trust |
|
|
|
Municipal Opportunities Fund Class A |
1.10% |
5/31/2011 |
11/30/2013 |
Municipal Opportunities Fund Class I |
0.85% |
5/31/2011 |
11/30/2013 |
|
|
|
|
Eaton Vance Municipals Trust II |
|
|
|
Tax-Advantaged Bond Strategies Intermediate Term Fund Class A |
0.95% |
2/1/2010 |
5/31/2014 |
Tax-Advantaged Bond Strategies Intermediate Term Fund Class C |
1.70% |
2/1/2010 |
5/31/2014 |
Tax-Advantaged Bond Strategies Intermediate Term Fund Class I |
0.70% |
2/1/2010 |
5/31/2014 |
|
|||
*Contractual expense cap includes fund fees and expenses from unaffiliated funds. |
Trust, Series and Class |
Contractual
|
Effective
|
Termination
|
Eaton Vance Municipals Trust II (continued) |
|
|
|
Tax-Advantaged Bond Strategies Long Term Fund Class A |
0.95% |
2/1/2010 |
5/31/2014 |
Tax-Advantaged Bond Strategies Long Term Fund Class C |
1.70% |
2/1/2010 |
5/31/2014 |
Tax-Advantaged Bond Strategies Long Term Fund Class I |
0.70% |
2/1/2010 |
5/31/2014 |
|
|
|
|
Eaton Vance Mutual Funds Trust |
|
|
|
Emerging Markets Local Income Fund Class A |
1.25% |
3/1/2009 |
2/28/2014 |
Emerging Markets Local Income Fund Class C |
1.95% |
8/1/2010 |
2/28/2014 |
Emerging Markets Local Income Fund Class I |
0.95% |
11/30/2009 |
2/28/2014 |
|
|
|
|
Diversified Currency Income Fund Class A |
1.10% |
3/1/2008 |
2/28/2014 |
Diversified Currency Income Fund Class C |
1.80% |
3/1/2011 |
2/28/2014 |
Diversified Currency Income Fund Class I |
0.80% |
3/1/2011 |
2/28/2014 |
|
|
|
|
Large-Cap Core Research Fund Class A |
1.25% |
6/17/2008 |
4/30/2014 |
Large-Cap Core Research Fund Class I |
1.00% |
6/17/2008 |
4/30/2014 |
Large-Cap Core Research Fund Class C |
2.00% |
9/30/2009 |
4/30/2014 |
|
|
|
|
Parametric Commodity Strategy Fund Investor Class |
1.00% |
12/30/2011 |
4/30/2014 |
Parametric Commodity Strategy Fund Institutional Class |
0.75% |
12/30/2011 |
4/30/2014 |
|
|
|
|
Parametric International Equity Fund Investor Class |
1.05% |
12/1/2012 |
5/31/2014 |
Parametric International Equity Fund Institutional Class |
0.80% |
12/1/2012 |
5/31/2014 |
|
|
|
|
Atlanta Capital Horizon Growth Fund Class A |
1.40% |
5/2/2011 |
1/31/2014 |
Atlanta Capital Horizon Growth Fund Class B |
2.15% |
5/2/2011 |
1/31/2014 |
Atlanta Capital Horizon Growth Fund Class C |
2.15% |
5/2/2011 |
1/31/2014 |
Atlanta Capital Horizon Growth Fund Class I |
1.15% |
5/2/2011 |
1/31/2014 |
|
|
|
|
Build America Bond Fund Class A |
0.95% |
11/17/2009 |
1/31/2014 |
Build America Bond Fund Class C |
1.70% |
11/17/2009 |
1/31/2014 |
Build America Bond Fund Class I |
0.70% |
11/17/2009 |
1/31/2014 |
|
|
|
|
Tax-Managed Small-Cap Value Fund Class A |
1.45% |
7/1/2011 |
2/28/2014 |
Tax-Managed Small-Cap Value Fund Class C |
2.20% |
7/1/2011 |
2/28/2014 |
Tax-Managed Small-Cap Value Fund Class I |
1.20% |
7/1/2011 |
2/28/2014 |
|
|
|
|
Parametric Market Neutral Fund Investor Class |
1.55 % |
12/9/2011 |
2/28/2014 |
Parametric Market Neutral Fund Institutional Class |
1.30% |
12/9/2011 |
2/28/2014 |
|
|
|
|
Multi-Strategy All Market Fund Class A |
1.35% |
11/1/2011 |
2/28/2014 |
Multi-Strategy All Market Fund Class C |
2.10% |
11/1/2011 |
2/28/2014 |
Multi-Strategy All Market Fund Class I |
1.10% |
11/1/2011 |
2/28/2014 |
|
|
|
|
Parametric Currency Fund Investor Class |
0.90 % |
12/30/2011 |
3/31/2014 |
Parametric Currency Fund Institutional Class |
0.65% |
12/30/2011 |
3/31/2014 |
|
|
|
|
Parametric Global Small-Cap Fund Institutional Class |
0.85% |
12/19/2012 |
5/31/2014 |
|
|
|
|
Parametric Tax-Managed International Equity Fund Investor Class |
1.50% |
12/1/2012 |
2/28/2014 |
Parametric Tax-Managed International Equity Fund Class C |
2.25% |
12/1/2012 |
2/28/2014 |
Parametric Tax-Managed International Equity Fund
|
1.25% |
12/1/2012 |
2/28/2014 |
|
|
|
|
Eaton Vance Series Fund, Inc. |
|
|
|
Institutional Emerging Markets Local Debt Fund |
0.85% |
2/1/2013 |
11/30/2014 |
Trust, Series and Class |
Contractual
|
Effective
|
Termination
|
Eaton Vance Special Investment Trust |
|
|
|
Short Term Real Return Fund Class A |
1.15% |
3/31/2010 |
2/28/2014 |
Short Term Real Return Fund Class C |
1.90% |
3/31/2010 |
2/28/2014 |
Short Term Real Return Fund Class I |
0.90% |
3/31/2010 |
2/28/2014 |
|
|
|
|
Risk-Managed Equity Option Fund Class A |
1.50% |
2/29/2008 |
3/31/2014 |
Risk-Managed Equity Option Fund Class C |
2.25% |
2/29/2008 |
3/31/2014 |
Risk-Managed Equity Option Fund Class I |
1.25% |
2/29/2008 |
3/31/2014 |
|
|
|
|
Investment Grade Income Fund Class I |
0.50% |
12/1/2011 |
4/30/2014 |
Investment Grade Income Fund Class A |
0.75% |
12/1/2011 |
4/30/2014 |
|
|
|
|
Real Estate Fund Class I |
1.00% |
5/1/2007 |
4/30/2014 |
Real Estate Fund Class A |
1.25% |
6/8/2010 |
4/30/2014 |
|
|
|
|
Large-Cap Growth Fund Class A |
1.25% |
5/1/2008 |
4/30/2014 |
Large-Cap Growth Fund Class C |
2.00% |
5/1/2008 |
4/30/2014 |
Large-Cap Growth Fund Class I |
1.00% |
5/1/2008 |
4/30/2014 |
Large-Cap Growth Fund Class R |
1.50% |
7/31/2009 |
4/30/2014 |
|
|
|
|
Commodity Strategy Fund Class A |
1.50% |
4/7/2010 |
4/30/2014 |
Commodity Strategy Fund Class C |
2.25% |
4/7/2010 |
4/30/2014 |
Commodity Strategy Fund Class I |
1.25% |
4/7/2010 |
4/30/2014 |
|
|
|
|
Parametric Absolute Return Fund Investor Class |
1.45% |
12/1/2012 |
4/30/2014 |
Parametric Absolute Return Fund Institutional Class |
1.20% |
12/1/2012 |
4/30/2014 |
|
|
|
|
Greater India Fund Class A |
1.88% |
4/28/2011 |
4/28/2014 |
Greater India Fund Class B |
2.58% |
4/28/2011 |
4/28/2014 |
Greater India Fund Class C |
2.58% |
4/28/2011 |
4/28/2014 |
Greater India Fund Class I |
1.58% |
4/28/2011 |
4/28/2014 |
|
|
|
|
Small-Cap Value Fund Class A |
1.45% |
7/1/2011 |
4/30/2014 |
Small-Cap Value Fund Class B |
2.20% |
7/1/2011 |
4/30/2014 |
Small-Cap Value Fund Class C |
2.20% |
7/1/2011 |
4/30/2014 |
Small-Cap Value Fund Class I |
1.20% |
7/1/2011 |
4/30/2014 |
|
|
|
|
Bond Fund Class A |
0.95% |
1/28/13 |
2/28/14 |
Bond Fund Class I |
0.70% |
1/28/13 |
2/28/14 |
|
|
|
|
Eaton Vance Variable Trust |
|
|
|
VT Large-Cap Value Fund |
1.30% |
5/1/08 |
4/30/2014 |
EXHIBIT (i)(2)
CONSENT OF COUNSEL
I consent to the incorporation by reference in this Post-Effective Amendment No. 41 to the Registration Statement of Eaton Vance Municipals Trust II (1933 Act File No. 033-71320) of my opinion dated January 28, 2010, which was filed as Exhibit (i) to Post-Effective Amendment No. 34.
|
/s/ Katy D. Burke |
|
Katy D. Burke, Esq. |
May 30, 2013
Boston, Massachusetts
EXHIBIT (j)
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Post-Effective Amendment No. 41 to Registration Statement No. 033-71320 on Form N-1A of our reports dated as indicated on the attached Appendix A, relating to the financial statements and financial highlights of the Funds listed on the attached Appendix A, certain of the Funds constituting Eaton Vance Municipals Trust II (the Trust), appearing in the Annual Report on Form N-CSR of the Trust for the year ended January 31, 2013, and to the references to us under the headings Financial Highlights in the Prospectuses and Independent Registered Public Accounting Firm and Financial Statements in the Statements of Additional Information, which are part of such Registration Statement.
/s/ Deloitte & Touche LLP
Boston, Massachusetts
May 30, 2013
Appendix A
Report Date |
|
Funds |
March 19, 2013 |
|
Eaton Vance High Yield Municipal Income Fund |
|
|
|
March 20, 2013 |
|
Eaton Vance Tax-Advantaged Bond Strategies Short Term Fund |
March 20, 2013 |
|
Eaton Vance Tax-Advantaged Bond Strategies Intermediate Term Fund |
March 20, 2013 |
|
Eaton Vance Tax-Advantaged Bond Strategies Long Term Fund |
|
|
|
|
|
|
|
|
|
EXHIBIT (m)(1)
MASTER DISTRIBUTION PLAN
For Class A, Advisers Class and Investor Class Shares
WHEREAS, each entity listed on Schedule A (each a Trust and together, the Trusts) engages in business as an open-end management investment company with multiple series of shares as listed on Schedule A hereof (each a Fund and together, the Funds), and is registered as such under the Investment Company Act of 1940, as amended (the 1940 Act);
WHEREAS, each Trust employs Eaton Vance Distributors, Inc. to act as Principal Underwriter (as defined in the 1940 Act) of the Fund , and the Principal Underwriter has entered into selling agreements with financial intermediaries and other third parties (financial intermediaries) to distribute Fund shares;
WHEREAS, certain Funds identified on Schedule A offer shares designated as Class A, Advisers and/or Investor Class (collectively referred to herein as the Class) 1 and each Trust has adopted a separate Distribution Plan pursuant to Rule 12b-1 under the 1940 Act (the Prior Plans) that provides for the payment of an annual distribution and service fee by each Fund from the assets of such Class;
WHEREAS, the Principal Underwriter has proposed to establish a single Master Distribution Plan for the Class shares of each Fund (the Plan), which reflects the terms and conditions of the Prior Plans and does not result in a change in the amounts payable under such Plans;
WHEREAS, the Trustees of the Trust have determined that there is a reasonable likelihood that the Plan will benefit each Fund and the holders of Class shares of each such Fund;
NOW, THEREFORE, each Trust hereby adopts the Plan on behalf of each Fund with respect to its Class shares in accordance with Rule 12b-1 under the 1940 Act and containing the following terms and conditions:
Each Fund shall pay to the Principal Underwriter a monthly distribution and service fee from the assets of the Class in an amount that shall not exceed the amount set forth on Schedule A for any fiscal year. All fees payable under the Plan will be paid in consideration for (i) the distribution services and facilities to be furnished to the Fund by the Principal Underwriter and (ii) in consideration of any personal and/or account maintenance services provided to Class shareholders. The Principal Underwriter may use the payments received pursuant to this Paragraph to compensate financial intermediaries to encourage the distribution of Class shares as it considers appropriate, and to make service fee payments to financial intermediaries in connection with the provision of personal services and/or the maintenance of shareholder accounts.
________________________
1
A Fund that offers a single class of shares that has not been designated as Class A, Advisers Class or Investor Class, but is offered in a manner similar to any such Class may also be subject to the Plan as described on Schedule A.
2.
Appropriate adjustment of payments made pursuant to Section 1 of the Plan shall be made whenever necessary to ensure that no such payment shall cause a Fund to exceed the applicable maximum cap imposed on sales charges attributable to the Class by subsection (d) of Rule 2830 of the NASD Conduct Rules of the Financial Industry Regulatory Authority, Inc. (Fee Cap).
3.
The Plan shall not take effect until after it has been approved by both a majority of (i) those Trustees of the Trust who are not interested persons of the Trust (as defined in the 1940 Act) and have no direct or indirect financial interest in the operations of the Plan or any agreements related to it (the Rule 12b-1 Trustees), and (ii) all of the Trustees then in office, cast in person at a meeting (or meetings) called for the purpose of voting on the Plan.
4.
Any agreements between a Trust on behalf of a Fund and any person relating to the Plan shall be in writing and shall not take effect until approved in the manner provided for Trustee approval of the Plan in Section 3.
5.
The Plan shall continue in effect with respect to the Class for so long as such continuance is specifically approved at least annually in the manner provided for Trustee approval of the Plan in Section 3.
6.
The persons authorized to direct the disposition of monies paid or payable by the Trust pursuant to the Plan or any related agreement shall be the President or any Vice President or the Secretary or Treasurer of the Trust. Such persons shall provide to the Trustees of the Trust and the Trustees shall review, at least quarterly, a written report of the amounts so expended and the purposes for which such expenditures were made.
7.
The Plan may be terminated as to any Fund with respect to its Class shares at any time by vote of a majority of the Rule 12b-1 Trustees, or by vote of a majority of the outstanding voting securities of the Class.
8.
The Plan may not be amended to increase materially the payments to be made by the Fund from the assets of the Class as provided herein unless such amendment, if required by law, is approved by a vote of at least a majority of the outstanding voting securities of the Class. In addition, all material amendments to the Plan shall be approved in the manner provided for in Section 3. Additional Funds may adopt the Plan upon approval by the Trustees of the Trust in the manner provided for in Section 3 and amendment of Schedule A.
9.
While the Plan is in effect, the selection and nomination of the Rule 12b-1 Trustees shall be committed to the discretion of the Rule 12b-1 Trustees.
10.
The Trust shall preserve copies of the Plan and any related agreements made by the Trust and all reports made pursuant to Section 6, for a period of not less than six years from the date of the Plan, the first two years in an easily accessible place.
2
11.
Consistent with the limitation of shareholder, officer and Trustee liability as set forth in the Trusts governing documents, any obligations assumed by the Fund with respect to the Class pursuant to the Plan shall be limited in all cases to the assets of such Class and no person shall seek satisfaction thereof from the shareholders of other classes of the Fund or officers or Trustees of the Trust or any other class or series of the Trust.
12.
When used in the Plan, the term service fees shall have the same meaning as such term has in subsections (b) and (d) of Rule 2830 of the NASD Conduct Rules. When used in the Plan, the term vote of a majority of the outstanding voting securities of the Class shall mean the vote of the lesser of (a) 67 per centum or more of the Class shares of the Fund present or represented by proxy at the meeting if the holders of more than 50 per centum of the outstanding Class shares of the Fund are present or represented by proxy at the meeting, or (b) more than 50 per centum of the outstanding Class shares of the Fund.
13.
If any provision of the Plan shall be held or made invalid by a court decision, statute, rule or regulation of the Securities and Exchange Commission or otherwise, the remainder of the Plan shall not be affected thereby.
14.
The Plan shall be effective with respect to each Fund on May 1, 2013 and replaces and is substituted for any Prior Plan previously applicable to the Class. For purposes of calculating the Fee Cap set forth under Section 2, the Principal Underwriter shall include payments made pursuant to the Prior Plans as provided therein.
Adopted May 1, 2013
* * *
3
|
Trust and Funds |
Classes (b) |
|||||||||
|
|
A (c) |
Advisers (c) |
Investor (c) |
B |
C |
R (1) |
I |
Institutional |
||
|
Eaton Vance Investment Trust (2) |
Fees |
Fees |
Fees |
Fees |
Fee Cap (d) |
Fees |
Fee Cap (d) |
Fees |
Fees |
Fees |
|
Eaton Vance AMT-Free Limited Maturity Municipal Income Fund |
0.25 |
N/A |
N/A |
N/A |
N/A |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance Massachusetts Limited Maturity Municipal Income Fund |
0.25 |
N/A |
N/A |
N/A |
N/A |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance National Limited Maturity Municipal Income Fund |
0.25 |
N/A |
N/A |
0.75/0.25 |
3.00 |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance New York Limited Maturity Municipal Income Fund |
0.25 |
N/A |
N/A |
0.75/0.25 |
3.00 |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance Pennsylvania Limited Maturity Municipal Income Fund |
0.25 |
N/A |
N/A |
N/A |
N/A |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
|
|
|
|
|
|
|
|
|
|
|
|
Eaton Vance Municipals Trust (3) |
|
|
|
|
|
|
|
|
|
|
|
Eaton Vance Alabama Municipal Income Fund |
0.25 |
N/A |
N/A |
0.75/0.25 |
5.00 |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance Arizona Municipal Income Fund |
0.25 |
N/A |
N/A |
0.75/0.25 |
5.00 |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance Arkansas Municipal Income Fund |
0.25 |
N/A |
N/A |
0.75/0.25 |
5.00 |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance California Municipal Income Fund |
0.25 |
N/A |
N/A |
N/A |
N/A |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance Connecticut Municipal Income Fund |
0.25 |
N/A |
N/A |
0.75/0.25 |
5.00 |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance Georgia Municipal Income Fund |
0.25 |
N/A |
N/A |
0.75/0.25 |
5.00 |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance Kentucky Municipal Income Fund |
0.25 |
N/A |
N/A |
0.75/0.25 |
5.00 |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance Maryland Municipal Income Fund |
0.25 |
N/A |
N/A |
0.75/0.25 |
5.00 |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance Massachusetts Municipal Income Fund |
0.25 |
N/A |
N/A |
N/A |
N/A |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance Minnesota Municipal Income Fund |
0.25 |
N/A |
N/A |
0.75/0.25 |
5.00 |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance Missouri Municipal Income Fund |
0.25 |
N/A |
N/A |
0.75/0.25 |
5.00 |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance Municipal Opportunities Fund |
0.25 |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
None |
N/A |
|
Eaton Vance National Municipal Income Fund |
0.25 |
N/A |
N/A |
0.75/0.25 |
5.00 |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance New Jersey Municipal Income Fund |
0.25 |
N/A |
N/A |
N/A |
N/A |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance New York Municipal Income Fund |
0.25 |
N/A |
N/A |
0.75/0.25 |
5.00 |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance North Carolina Municipal Income Fund |
0.25 |
N/A |
N/A |
0.75/0.25 |
5.00 |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance Ohio Municipal Income Fund |
0.25 |
N/A |
N/A |
N/A |
N/A |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance Oregon Municipal Income Fund |
0.25 |
N/A |
N/A |
0.75/0.25 |
5.00 |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance Pennsylvania Municipal Income Fund |
0.25 |
N/A |
N/A |
0.75/0.25 |
5.00 |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance South Carolina Municipal Income Fund |
0.25 |
N/A |
N/A |
0.75/0.25 |
5.00 |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance Tennessee Municipal Income Fund |
0.25 |
N/A |
N/A |
0.75/0.25 |
5.00 |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance Virginia Municipal Income Fund |
0.25 |
N/A |
N/A |
0.75/0.25 |
5.00 |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Trust and Funds |
Classes (b) |
|||||||||
|
|
A (c) |
Advisers (c) |
Investor (c) |
B |
C |
R (1) |
I |
Institutional |
||
|
Eaton Vance Municipals Trust II (3) |
Fees |
Fees |
Fees |
Fees |
Fee Cap (d) |
Fees |
Fee Cap (d) |
Fees |
Fees |
Fees |
|
Eaton Vance High Yield Municipal Income Fund |
0.25 |
N/A |
N/A |
0.75/0.25 |
5.00 |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance Tax-Advantaged Bond Strategies Intermediate Term Fund |
0.25 |
N/A |
N/A |
N/A |
N/A |
0.75/0.25 |
FINRA |
N/A |
None |
N/A |
|
Eaton Vance Tax-Advantaged Bond Strategies Long Term Fund |
0.25 |
N/A |
N/A |
N/A |
N/A |
0.75/0.25 |
FINRA |
N/A |
None |
N/A |
|
Eaton Vance Tax-Advantaged Bond Strategies Short Term Fund |
0.25 |
N/A |
N/A |
N/A |
N/A |
0.75/0.25 |
FINRA |
N/A |
None |
N/A |
|
|
|
|
|
|
|
|
|
|
|
|
|
Eaton Vance Mutual Funds Trust |
|
|
|
|
|
|
|
|
|
|
|
Eaton Vance AMT-Free Municipal Income Fund |
0.25 |
N/A |
N/A |
0.75/0.25 |
5.00 |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance Atlanta Capital Horizon Growth Fund |
0.25 |
N/A |
N/A |
0.75/0.25 |
6.25 |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance Build America Bond Fund |
0.25 |
N/A |
N/A |
N/A |
N/A |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance Diversified Currency Income Fund |
0.30 |
N/A |
N/A |
N/A |
N/A |
0.75/0.25 |
FINRA |
N/A |
None |
N/A |
|
Eaton Vance Emerging Markets Local Income Fund |
0.30 |
N/A |
N/A |
N/A |
N/A |
0.75/0.25 |
FINRA |
N/A |
None |
N/A |
|
Eaton Vance Floating-Rate Advantage Fund |
0.25 |
0.25 |
N/A |
0.40/.0.20 |
FINRA |
0.60/0.15 |
FINRA |
N/A |
None |
N/A |
|
Eaton Vance Floating-Rate Fund |
0.25 |
0.25 |
N/A |
0.75/0.25 |
6.25 |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance Floating-Rate & High Income Fund |
0.25 |
0.25 |
N/A |
0.75/0.25 |
6.25 |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance Global Dividend Income Fund |
0.25 |
N/A |
N/A |
N/A |
N/A |
0.75/0.25 |
6.25 |
0.50/0.25 |
None |
N/A |
|
Eaton Vance Global Macro Absolute Return Advantage Fund |
0.30 |
N/A |
N/A |
N/A |
N/A |
0.75/0.25 |
FINRA |
0.50/0.25 |
None |
N/A |
|
Eaton Vance Global Macro Absolute Return Fund |
0.30 |
N/A |
N/A |
N/A |
N/A |
0.75/0.25 |
6.25 |
0.50/0.25 |
None |
N/A |
|
Eaton Vance Government Obligations Fund |
0.25 |
N/A |
N/A |
0.75/0.25 |
5.00 |
0.75/0.25 |
6.25 |
0.50/0.25 |
None |
N/A |
|
Eaton Vance High Income Opportunities Fund |
0.25 |
N/A |
N/A |
0.75/0.25 |
5.00 |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance Large-Cap Core Research Fund |
0.25 |
N/A |
N/A |
N/A |
N/A |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance Low Duration Government Income Fund |
0.25 |
N/A |
N/A |
0.75/0.25 |
6.25 |
0.60/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance Multi-Strategy Absolute Return Fund |
0.25 |
N/A |
N/A |
0.75/0.25 |
6.25 |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance Multi-Strategy All Market Fund |
0.25 |
N/A |
N/A |
N/A |
N/A |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance Strategic Income Fund |
0.25 |
N/A |
N/A |
0.75/0.25 |
4.50 |
0.75/0.25 |
6.25 |
0.50/0.25 |
None |
N/A |
|
Eaton Vance Tax-Managed Equity Asset Allocation Fund |
0.25 |
N/A |
N/A |
0.75/0.25 |
6.25 |
0.75/0.25 |
6.25 |
N/A |
N/A |
N/A |
|
Eaton Vance Tax-Managed Global Dividend Income Fund |
0.25 |
N/A |
N/A |
0.75/0.25 |
6.25 |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance Tax-Managed Growth Fund 1.1 (4) |
0.25 |
N/A |
N/A |
0.75/0.25 |
5.00 |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance Tax-Managed Growth Fund 1.2 |
0.25 |
N/A |
N/A |
0.75/0.25 |
6.25 |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Trust and Funds |
Classes (b) |
|||||||||
|
|
A (c) |
Advisers (c) |
Investor (c) |
B |
C |
R (1) |
I |
Institutional |
||
|
Eaton Vance Mutual Funds Trust (continued) |
Fees |
Fees |
Fees |
Fees |
Fee Cap (d) |
Fees |
Fee Cap (d) |
Fees |
Fees |
Fees |
|
Eaton Vance Tax-Managed Multi-Cap Growth Fund |
0.25 |
N/A |
N/A |
0.75/0.25 |
6.25 |
0.75/0.25 |
6.25 |
N/A |
N/A |
N/A |
|
Eaton Vance Tax-Managed Small-Cap Fund |
0.25 |
N/A |
N/A |
0.75/0.25 |
5.00 |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance Tax-Managed Small-Cap Value Fund |
0.25 |
N/A |
N/A |
N/A |
N/A |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance Tax-Managed Value Fund |
0.25 |
N/A |
N/A |
N/A |
N/A |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance U.S. Government Money Market Fund (5) |
None |
N/A |
N/A |
0.75/0.25 |
5.00 |
0.75/0.25 |
6.25 |
N/A |
N/A |
N/A |
|
Parametric Commodity Strategy Fund |
N/A |
N/A |
0.25 |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
None |
|
Parametric Currency Fund |
N/A |
N/A |
0.25 |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
None |
|
Parametric Emerging Markets Fund |
N/A |
N/A |
0.25 |
N/A |
N/A |
0.75/0.25 |
6.25 |
N/A |
N/A |
None |
|
Parametric Global Small-Cap Fund |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
None |
|
Parametric International Equity Fund |
N/A |
N/A |
0.25 |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
None |
|
Parametric Market Neutral Fund |
N/A |
N/A |
0.25 |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
None |
|
Parametric Tax-Managed International Equity Fund |
N/A |
N/A |
0.25 |
N/A |
N/A |
0.75/0.25 |
6.25 |
N/A |
N/A |
None |
|
|
|
|
|
|
|
|
|
|
|
|
|
Eaton Vance Series Fund, Inc. |
|
|
|
|
|
|
|
|
|
|
|
Eaton Vance Institutional Emerging Markets Local Debt Fund (6) |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
None |
|
|
|
|
|
|
|
|
|
|
|
|
|
Eaton Vance Series Trust II |
|
|
|
|
|
|
|
|
|
|
|
Eaton Vance Income Fund of Boston |
0.25 |
N/A |
N/A |
0.75/0.25 |
6.25 |
0.75/0.25 |
6.25 |
0.50/0.25 |
None |
N/A |
|
Parametric Tax-Managed Emerging Markets Fund |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
None |
|
|
|
|
|
|
|
|
|
|
|
|
|
Eaton Vance Special Investment Trust |
|
|
|
|
|
|
|
|
|
|
|
Eaton Vance Balanced Fund |
0.25 |
N/A |
N/A |
0.75/0.25 |
5.00 |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance Bond Fund |
0.25 |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
None |
N/A |
|
Eaton Vance Commodity Strategy Fund |
0.25 |
N/A |
N/A |
N/A |
N/A |
0.75/0.25 |
FINRA |
N/A |
None |
N/A |
|
Eaton Vance Dividend Builder Fund |
0.25 |
N/A |
N/A |
0.75/0.25 |
5.00 |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance Greater India Fund |
0.30 |
N/A |
N/A |
0.75/0.25 |
5.00 |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance Investment Grade Income Fund |
0.25 |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
None |
N/A |
|
Eaton Vance Large-Cap Growth Fund |
0.25 |
N/A |
N/A |
N/A |
N/A |
0.75/0.25 |
6.25 |
0.50/0.25 |
None |
N/A |
|
Eaton Vance Large-Cap Value Fund |
0.25 |
N/A |
N/A |
0.75/0.25 |
5.00 |
0.75/0.25 |
6.25 |
0.50/0.25 |
None |
N/A |
5 of 5
EXHIBIT (m)(2)
MASTER DISTRIBUTION PLAN
For Class B Shares
WHEREAS, each entity listed on Schedule A (each a Trust and together, the Trusts) engages in business as an open-end management investment company with multiple series of shares as listed on Schedule A hereof (each a Fund and together, the Funds), and is registered as such under the Investment Company Act of 1940, as amended (the 1940 Act);
WHEREAS, each Trust employs Eaton Vance Distributors, Inc. to act as Principal Underwriter (as defined in the 1940 Act) of the Fund , and the Principal Underwriter has entered into selling agreements with financial intermediaries and other third parties (financial intermediaries) to distribute Fund shares;
WHEREAS, certain Funds identified on Schedule A offer shares designated as Class B (collectively referred to herein as the Class) and each Trust has adopted a separate Distribution Plan pursuant to Rule 12b-1 under the 1940 Act (the Prior Plans) that provides for the payment of sales commissions, distribution fees and service fees by each Fund from the assets of the Class;
WHEREAS, the Principal Underwriter has proposed to establish a single Master Distribution Plan for the Class shares of each Fund (the Plan), which reflects the terms and conditions of the Prior Plans and does not result in a change in the amounts payable under such Plans;
WHEREAS, the Trustees of the Trust have determined that there is a reasonable likelihood that the Plan will benefit each Fund and the holders of Class shares of each such Fund;
NOW, THEREFORE, the Trust hereby adopts the Plan on behalf of each Fund in accordance with Rule 12b-1 under the 1940 Act and containing the following terms and conditions:
NOW, THEREFORE, each Trust hereby adopts this Distribution Plan (this Plan) on behalf of each Fund with respect to its Class shares in accordance with Rule 12b-1 under the Act and containing the following terms and conditions:
Each Fund shall pay to the Principal Underwriter a monthly distribution fee from the assets of the Class in an amount that shall not exceed the amount set forth on Schedule A for any fiscal year. Such fee is being paid in consideration for the distribution services and facilities to be furnished to the Fund by the Principal Underwriter. The Principal Underwriter may use the payments received pursuant to this Paragraph to compensate financial intermediaries to encourage the distribution of Class shares as it considers appropriate.
2.
Appropriate adjustment of payments made pursuant to Section 1 of the Plan shall be made whenever necessary to ensure that no such payment shall cause a Fund to exceed the applicable maximum cap imposed on sales charges attributable to the Class by subsection (d) of Rule 2830 of the NASD Conduct Rules of the Financial Industry Regulatory Authority, Inc. or such other maximum cap set forth on Schedule A (the Fee Cap).
3.
In addition to the payments of distribution fees to the Principal Underwriter provided for in Section 1, each Fund shall pay from assets attributable to the Class a monthly service fee to the Principal Underwriter. Such service fee shall be in an amount not to exceed the amount set forth on Schedule A for any fiscal year. All service fees are being paid to the Principal Underwriter hereunder in consideration for the personal and/or account maintenance services furnished by the Principal Underwriter to the Class and for the payment of service fees by the Principal Underwriter to financial intermediaries in connection with the provision of personal services and/or the maintenance of shareholder accounts.
4.
The Principal Underwriter shall be entitled to receive all contingent deferred sales charges paid or payable on redemption of shares of the Class, provided that no such sales charge shall be paid to the Principal Underwriter which would cause the Fund to exceed the Fee Cap with respect to the Class.
5.
The Plan shall not take effect until after it has been approved by both a majority of (i) those Trustees of the Trust who are not interested persons of the Trust (as defined in the 1940 Act) and have no direct or indirect financial interest in the operations of the Plan or any agreements related to it (the Rule 12b-1 Trustees), and (ii) all of the Trustees then in office, cast in person at a meeting (or meetings) called for the purpose of voting on the Plan.
6.
Any agreements between a Trust on behalf of a Fund and any person relating to the Plan shall be in writing and shall not take effect until approved in the manner provided for Trustee approval of the Plan in Section 5.
7.
The Plan shall continue in effect with respect to the Class for so long as such continuance is specifically approved at least annually in the manner provided for Trustee approval of the Plan in Section 5.
8.
The persons authorized to direct the disposition of monies paid or payable pursuant to the Plan or any related agreement shall be the President or any Vice President or the Secretary or Treasurer of the Trust. Such persons shall provide to the Trustees of the Trust and the Trustees shall review, at least quarterly, a written report of the amounts so expended and the purposes for which such expenditures were made.
9.
The Plan may be terminated as to any Fund with respect to its Class shares at any time by vote of a majority of the Rule 12b-1 Trustees, or by vote of a majority of the outstanding voting securities of the Class. The Principal Underwriter shall be entitled to receive all contingent deferred sales charges paid or payable in connection with a redemption of Class shares on any day subsequent to termination of the Plan, provided such payment would not cause the Fund to exceed the Fee Cap.
10.
The Plan may not be amended to increase materially the payments to be made by the Fund from the assets of the Class as provided herein unless such amendment, if required by law, is approved by a vote of at least a majority of the outstanding voting securities of the Class. In addition, all material amendments to the Plan shall be approved in the manner provided for Trustee approval of the Plan in Section 5. Additional Funds may adopt the Plan upon approval by the Trustees of the Trust in the manner provided for in Section 5 and amendment of Schedule A.
2
11.
While the Plan is in effect, the selection and nomination of the Rule 12b-1 Trustees shall be committed to the discretion of the Rule 12b-1 Trustees.
12.
The Trust shall preserve copies of the Plan and any related agreements made by the Trust and all reports made pursuant to Section 8, for a period of not less than six years from the date of the Plan, the first two years in an easily accessible place.
13.
Consistent with the limitation of shareholder, officer and Trustee liability as set forth in the Trust's governing documents, any obligations assumed by the Class shares of a Fund pursuant to the Plan shall be limited in all cases to the assets of such Class and no person shall seek satisfaction thereof from the shareholders of other classes of the Fund or officers or Trustees of the Trust or any other class or series of the Trust.
14.
When used in the Plan, the term service fees shall have the same meaning as such term has in subsections (b) and (d) of Rule 2830 of the NASD Rules. When used in the Plan, the term vote of a majority of the outstanding voting securities of the Class shall mean the vote of the lesser of (a) 67 per centum or more of the Class shares of the Fund present or represented by proxy at the meeting if the holders of more than 50 per centum of the outstanding Class shares of the Fund are present or represented by proxy at the meeting, or (b) more than 50 per centum of the outstanding Class shares of the Fund.
15.
If any provision of the Plan shall be held or made invalid by a court decision, statute, rule or regulation of the Securities and Exchange Commission or otherwise, the remainder of the Plan shall not be affected thereby.
16.
The Plan shall be effective with respect to each Fund on May 1, 2013 and replaces and is substituted for any Prior Plan previously applicable to the Class. For purposes of calculating the Fee Cap set forth under Section 2, the Principal Underwriter shall include payments made pursuant to the Prior Plans as provided therein.
Adopted May 1, 2013
* * *
3
|
Trust and Funds |
Classes (b) |
|||||||||
|
|
A (c) |
Advisers (c) |
Investor (c) |
B |
C |
R (1) |
I |
Institutional |
||
|
Eaton Vance Investment Trust (2) |
Fees |
Fees |
Fees |
Fees |
Fee Cap (d) |
Fees |
Fee Cap (d) |
Fees |
Fees |
Fees |
|
Eaton Vance AMT-Free Limited Maturity Municipal Income Fund |
0.25 |
N/A |
N/A |
N/A |
N/A |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance Massachusetts Limited Maturity Municipal Income Fund |
0.25 |
N/A |
N/A |
N/A |
N/A |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance National Limited Maturity Municipal Income Fund |
0.25 |
N/A |
N/A |
0.75/0.25 |
3.00 |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance New York Limited Maturity Municipal Income Fund |
0.25 |
N/A |
N/A |
0.75/0.25 |
3.00 |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance Pennsylvania Limited Maturity Municipal Income Fund |
0.25 |
N/A |
N/A |
N/A |
N/A |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
|
|
|
|
|
|
|
|
|
|
|
|
Eaton Vance Municipals Trust (3) |
|
|
|
|
|
|
|
|
|
|
|
Eaton Vance Alabama Municipal Income Fund |
0.25 |
N/A |
N/A |
0.75/0.25 |
5.00 |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance Arizona Municipal Income Fund |
0.25 |
N/A |
N/A |
0.75/0.25 |
5.00 |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance Arkansas Municipal Income Fund |
0.25 |
N/A |
N/A |
0.75/0.25 |
5.00 |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance California Municipal Income Fund |
0.25 |
N/A |
N/A |
N/A |
N/A |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance Connecticut Municipal Income Fund |
0.25 |
N/A |
N/A |
0.75/0.25 |
5.00 |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance Georgia Municipal Income Fund |
0.25 |
N/A |
N/A |
0.75/0.25 |
5.00 |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance Kentucky Municipal Income Fund |
0.25 |
N/A |
N/A |
0.75/0.25 |
5.00 |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance Maryland Municipal Income Fund |
0.25 |
N/A |
N/A |
0.75/0.25 |
5.00 |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance Massachusetts Municipal Income Fund |
0.25 |
N/A |
N/A |
N/A |
N/A |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance Minnesota Municipal Income Fund |
0.25 |
N/A |
N/A |
0.75/0.25 |
5.00 |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance Missouri Municipal Income Fund |
0.25 |
N/A |
N/A |
0.75/0.25 |
5.00 |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance Municipal Opportunities Fund |
0.25 |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
None |
N/A |
|
Eaton Vance National Municipal Income Fund |
0.25 |
N/A |
N/A |
0.75/0.25 |
5.00 |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance New Jersey Municipal Income Fund |
0.25 |
N/A |
N/A |
N/A |
N/A |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance New York Municipal Income Fund |
0.25 |
N/A |
N/A |
0.75/0.25 |
5.00 |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance North Carolina Municipal Income Fund |
0.25 |
N/A |
N/A |
0.75/0.25 |
5.00 |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance Ohio Municipal Income Fund |
0.25 |
N/A |
N/A |
N/A |
N/A |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance Oregon Municipal Income Fund |
0.25 |
N/A |
N/A |
0.75/0.25 |
5.00 |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance Pennsylvania Municipal Income Fund |
0.25 |
N/A |
N/A |
0.75/0.25 |
5.00 |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance South Carolina Municipal Income Fund |
0.25 |
N/A |
N/A |
0.75/0.25 |
5.00 |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance Tennessee Municipal Income Fund |
0.25 |
N/A |
N/A |
0.75/0.25 |
5.00 |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance Virginia Municipal Income Fund |
0.25 |
N/A |
N/A |
0.75/0.25 |
5.00 |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Trust and Funds |
Classes (b) |
|||||||||
|
|
A (c) |
Advisers (c) |
Investor (c) |
B |
C |
R (1) |
I |
Institutional |
||
|
Eaton Vance Municipals Trust II (3) |
Fees |
Fees |
Fees |
Fees |
Fee Cap (d) |
Fees |
Fee Cap (d) |
Fees |
Fees |
Fees |
|
Eaton Vance High Yield Municipal Income Fund |
0.25 |
N/A |
N/A |
0.75/0.25 |
5.00 |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance Tax-Advantaged Bond Strategies Intermediate Term Fund |
0.25 |
N/A |
N/A |
N/A |
N/A |
0.75/0.25 |
FINRA |
N/A |
None |
N/A |
|
Eaton Vance Tax-Advantaged Bond Strategies Long Term Fund |
0.25 |
N/A |
N/A |
N/A |
N/A |
0.75/0.25 |
FINRA |
N/A |
None |
N/A |
|
Eaton Vance Tax-Advantaged Bond Strategies Short Term Fund |
0.25 |
N/A |
N/A |
N/A |
N/A |
0.75/0.25 |
FINRA |
N/A |
None |
N/A |
|
|
|
|
|
|
|
|
|
|
|
|
|
Eaton Vance Mutual Funds Trust |
|
|
|
|
|
|
|
|
|
|
|
Eaton Vance AMT-Free Municipal Income Fund |
0.25 |
N/A |
N/A |
0.75/0.25 |
5.00 |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance Atlanta Capital Horizon Growth Fund |
0.25 |
N/A |
N/A |
0.75/0.25 |
6.25 |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance Build America Bond Fund |
0.25 |
N/A |
N/A |
N/A |
N/A |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance Diversified Currency Income Fund |
0.30 |
N/A |
N/A |
N/A |
N/A |
0.75/0.25 |
FINRA |
N/A |
None |
N/A |
|
Eaton Vance Emerging Markets Local Income Fund |
0.30 |
N/A |
N/A |
N/A |
N/A |
0.75/0.25 |
FINRA |
N/A |
None |
N/A |
|
Eaton Vance Floating-Rate Advantage Fund |
0.25 |
0.25 |
N/A |
0.40/.0.20 |
FINRA |
0.60/0.15 |
FINRA |
N/A |
None |
N/A |
|
Eaton Vance Floating-Rate Fund |
0.25 |
0.25 |
N/A |
0.75/0.25 |
6.25 |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance Floating-Rate & High Income Fund |
0.25 |
0.25 |
N/A |
0.75/0.25 |
6.25 |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance Global Dividend Income Fund |
0.25 |
N/A |
N/A |
N/A |
N/A |
0.75/0.25 |
6.25 |
0.50/0.25 |
None |
N/A |
|
Eaton Vance Global Macro Absolute Return Advantage Fund |
0.30 |
N/A |
N/A |
N/A |
N/A |
0.75/0.25 |
FINRA |
0.50/0.25 |
None |
N/A |
|
Eaton Vance Global Macro Absolute Return Fund |
0.30 |
N/A |
N/A |
N/A |
N/A |
0.75/0.25 |
6.25 |
0.50/0.25 |
None |
N/A |
|
Eaton Vance Government Obligations Fund |
0.25 |
N/A |
N/A |
0.75/0.25 |
5.00 |
0.75/0.25 |
6.25 |
0.50/0.25 |
None |
N/A |
|
Eaton Vance High Income Opportunities Fund |
0.25 |
N/A |
N/A |
0.75/0.25 |
5.00 |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance Large-Cap Core Research Fund |
0.25 |
N/A |
N/A |
N/A |
N/A |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance Low Duration Government Income Fund |
0.25 |
N/A |
N/A |
0.75/0.25 |
6.25 |
0.60/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance Multi-Strategy Absolute Return Fund |
0.25 |
N/A |
N/A |
0.75/0.25 |
6.25 |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance Multi-Strategy All Market Fund |
0.25 |
N/A |
N/A |
N/A |
N/A |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance Strategic Income Fund |
0.25 |
N/A |
N/A |
0.75/0.25 |
4.50 |
0.75/0.25 |
6.25 |
0.50/0.25 |
None |
N/A |
|
Eaton Vance Tax-Managed Equity Asset Allocation Fund |
0.25 |
N/A |
N/A |
0.75/0.25 |
6.25 |
0.75/0.25 |
6.25 |
N/A |
N/A |
N/A |
|
Eaton Vance Tax-Managed Global Dividend Income Fund |
0.25 |
N/A |
N/A |
0.75/0.25 |
6.25 |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance Tax-Managed Growth Fund 1.1 (4) |
0.25 |
N/A |
N/A |
0.75/0.25 |
5.00 |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance Tax-Managed Growth Fund 1.2 |
0.25 |
N/A |
N/A |
0.75/0.25 |
6.25 |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Trust and Funds |
Classes (b) |
|||||||||
|
|
A (c) |
Advisers (c) |
Investor (c) |
B |
C |
R (1) |
I |
Institutional |
||
|
Eaton Vance Mutual Funds Trust (continued) |
Fees |
Fees |
Fees |
Fees |
Fee Cap (d) |
Fees |
Fee Cap (d) |
Fees |
Fees |
Fees |
|
Eaton Vance Tax-Managed Multi-Cap Growth Fund |
0.25 |
N/A |
N/A |
0.75/0.25 |
6.25 |
0.75/0.25 |
6.25 |
N/A |
N/A |
N/A |
|
Eaton Vance Tax-Managed Small-Cap Fund |
0.25 |
N/A |
N/A |
0.75/0.25 |
5.00 |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance Tax-Managed Small-Cap Value Fund |
0.25 |
N/A |
N/A |
N/A |
N/A |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance Tax-Managed Value Fund |
0.25 |
N/A |
N/A |
N/A |
N/A |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance U.S. Government Money Market Fund (5) |
None |
N/A |
N/A |
0.75/0.25 |
5.00 |
0.75/0.25 |
6.25 |
N/A |
N/A |
N/A |
|
Parametric Commodity Strategy Fund |
N/A |
N/A |
0.25 |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
None |
|
Parametric Currency Fund |
N/A |
N/A |
0.25 |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
None |
|
Parametric Emerging Markets Fund |
N/A |
N/A |
0.25 |
N/A |
N/A |
0.75/0.25 |
6.25 |
N/A |
N/A |
None |
|
Parametric Global Small-Cap Fund |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
None |
|
Parametric International Equity Fund |
N/A |
N/A |
0.25 |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
None |
|
Parametric Market Neutral Fund |
N/A |
N/A |
0.25 |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
None |
|
Parametric Tax-Managed International Equity Fund |
N/A |
N/A |
0.25 |
N/A |
N/A |
0.75/0.25 |
6.25 |
N/A |
N/A |
None |
|
|
|
|
|
|
|
|
|
|
|
|
|
Eaton Vance Series Fund, Inc. |
|
|
|
|
|
|
|
|
|
|
|
Eaton Vance Institutional Emerging Markets Local Debt Fund (6) |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
None |
|
|
|
|
|
|
|
|
|
|
|
|
|
Eaton Vance Series Trust II |
|
|
|
|
|
|
|
|
|
|
|
Eaton Vance Income Fund of Boston |
0.25 |
N/A |
N/A |
0.75/0.25 |
6.25 |
0.75/0.25 |
6.25 |
0.50/0.25 |
None |
N/A |
|
Parametric Tax-Managed Emerging Markets Fund |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
None |
|
|
|
|
|
|
|
|
|
|
|
|
|
Eaton Vance Special Investment Trust |
|
|
|
|
|
|
|
|
|
|
|
Eaton Vance Balanced Fund |
0.25 |
N/A |
N/A |
0.75/0.25 |
5.00 |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance Bond Fund |
0.25 |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
None |
N/A |
|
Eaton Vance Commodity Strategy Fund |
0.25 |
N/A |
N/A |
N/A |
N/A |
0.75/0.25 |
FINRA |
N/A |
None |
N/A |
|
Eaton Vance Dividend Builder Fund |
0.25 |
N/A |
N/A |
0.75/0.25 |
5.00 |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance Greater India Fund |
0.30 |
N/A |
N/A |
0.75/0.25 |
5.00 |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance Investment Grade Income Fund |
0.25 |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
None |
N/A |
|
Eaton Vance Large-Cap Growth Fund |
0.25 |
N/A |
N/A |
N/A |
N/A |
0.75/0.25 |
6.25 |
0.50/0.25 |
None |
N/A |
|
Eaton Vance Large-Cap Value Fund |
0.25 |
N/A |
N/A |
0.75/0.25 |
5.00 |
0.75/0.25 |
6.25 |
0.50/0.25 |
None |
N/A |
5 of 5
EXHIBIT (m)(3)
MASTER DISTRIBUTION PLAN
For Class C Shares
WHEREAS, each entity listed on Schedule A (each a Trust and together, the Trusts) engages in business as an open-end management investment company with multiple series of shares as listed on Schedule A hereof (each a Fund and together, the Funds), and is registered as such under the Investment Company Act of 1940, as amended (the 1940 Act);
WHEREAS, each Trust employs Eaton Vance Distributors, Inc. to act as Principal Underwriter (as defined in the 1940 Act) of the Fund , and the Principal Underwriter has entered into selling agreements with financial intermediaries and other third parties (financial intermediaries) to distribute Fund shares;
WHEREAS, certain Funds identified on Schedule A offer shares designated as Class C (collectively referred to herein as the Class) and each Trust has adopted a separate Distribution Plan pursuant to Rule 12b-1 under the 1940 Act (the Prior Plans) that provides for the payment of sales commissions, annual distribution fees and service fees by each Fund from the assets of the Class;
WHEREAS, the Principal Underwriter has proposed to establish a single Master Distribution Plan for the Class shares of each Fund (the Plan), which reflects the terms and conditions of the Prior Plans and does not result in a change in the amounts payable under such Plans;
WHEREAS, the Trustees of the Trust have determined that there is a reasonable likelihood that the Plan will benefit each Fund and the holders of Class shares of each such Fund;
NOW, THEREFORE, the Trust hereby adopts the Plan on behalf of each Fund in accordance with Rule 12b-1 under the 1940 Act and containing the following terms and conditions:
NOW, THEREFORE, each Trust hereby adopts this Distribution Plan (this Plan) on behalf of each Fund with respect to its Class shares in accordance with Rule 12b-1 under the Act and containing the following terms and conditions:
Each Fund shall pay to the Principal Underwriter a monthly distribution fee from the assets of the Class in an amount that shall not exceed the amount set forth on Schedule A for any fiscal year. Such fee is being paid in consideration for the distribution services and facilities to be furnished to the Fund by the Principal Underwriter. The Principal Underwriter may use the payments received pursuant to this Paragraph to compensate financial intermediaries to encourage the distribution of Class shares as it considers appropriate.
2.
Appropriate adjustment of payments made pursuant to Section 1 of the Plan shall be made whenever necessary to ensure that no such payment shall cause a Fund to exceed the applicable maximum cap imposed on sales charges attributable to the Class by subsection (d) of Rule 2830 of the NASD Conduct Rules of the Financial Industry Regulatory Authority, Inc. or such other maximum cap set forth on Schedule A (the Fee Cap).
3.
In addition to the payments of distribution fees to the Principal Underwriter provided for in Section 1, each Fund shall pay from assets attributable to the Class a monthly service fee to the Principal Underwriter. Such service fee shall be in an amount not to exceed the amount set forth on Schedule A for any fiscal year. All service fees are being paid to the Principal Underwriter hereunder in consideration for the personal and/or account maintenance services furnished by the Principal Underwriter to the Class and for the payment of service fees by the Principal Underwriter to financial intermediaries in connection with the provision of personal services and/or the maintenance of shareholder accounts.
4.
The Principal Underwriter shall be entitled to receive all contingent deferred sales charges paid or payable on redemption of shares of the Class, provided that no such sales charge shall be paid to the Principal Underwriter which would cause the Fund to exceed the Fee Cap with respect to the Class.
5.
The Plan shall not take effect until after it has been approved by both a majority of (i) those Trustees of the Trust who are not interested persons of the Trust (as defined in the 1940 Act) and have no direct or indirect financial interest in the operations of the Plan or any agreements related to it (the Rule 12b-1 Trustees), and (ii) all of the Trustees then in office, cast in person at a meeting (or meetings) called for the purpose of voting on the Plan.
6.
Any agreements between a Trust on behalf of a Fund and any person relating to the Plan shall be in writing and shall not take effect until approved in the manner provided for Trustee approval of the Plan in Section 5.
7.
The Plan shall continue in effect with respect to the Class for so long as such continuance is specifically approved at least annually in the manner provided for Trustee approval of the Plan in Section 5.
8.
The persons authorized to direct the disposition of monies paid or payable pursuant to the Plan or any related agreement shall be the President or any Vice President or the Secretary or Treasurer of the Trust. Such persons shall provide to the Trustees of the Trust and the Trustees shall review, at least quarterly, a written report of the amounts so expended and the purposes for which such expenditures were made.
9.
The Plan may be terminated as to any Fund with respect to its Class shares at any time by vote of a majority of the Rule 12b-1 Trustees, or by vote of a majority of the outstanding voting securities of the Class. The Principal Underwriter shall be entitled to receive all contingent deferred sales charges paid or payable in connection with a redemption of Class shares on any day subsequent to termination of the Plan, provided such payment would not cause the Fund to exceed the Fee Cap.
10.
The Plan may not be amended to increase materially the payments to be made by the Fund from the assets of the Class as provided herein unless such amendment, if required by law, is approved by a vote of at least a majority of the outstanding voting securities of the Class. In addition, all material amendments to the Plan shall be approved in the manner provided for Trustee approval of the Plan in Section 5. Additional Funds may adopt the Plan upon approval by the Trustees of the Trust in the manner provided for in Section 5 and amendment of Schedule A.
2
11.
While the Plan is in effect, the selection and nomination of the Rule 12b-1 Trustees shall be committed to the discretion of the Rule 12b-1 Trustees.
12.
The Trust shall preserve copies of the Plan and any related agreements made by the Trust and all reports made pursuant to Section 8, for a period of not less than six years from the date of the Plan, the first two years in an easily accessible place.
13.
Consistent with the limitation of shareholder, officer and Trustee liability as set forth in the Trust's governing documents, any obligations assumed by the Fund with respect to the Class pursuant to the Plan shall be limited in all cases to the assets of such Class and no person shall seek satisfaction thereof from the shareholders of other classes of the Fund or officers or Trustees of the Trust or any other class or series of the Trust.
14.
When used in the Plan, the term service fees shall have the same meaning as such term has in subsections (b) and (d) of Rule 2830 of the NASD Rules. When used in the Plan, the term vote of a majority of the outstanding voting securities of the Class shall mean the vote of the lesser of (a) 67 per centum or more of the Class shares of the Fund present or represented by proxy at the meeting if the holders of more than 50 per centum of the outstanding Class shares of the Fund are present or represented by proxy at the meeting, or (b) more than 50 per centum of the outstanding Class shares of the Fund.
15.
If any provision of the Plan shall be held or made invalid by a court decision, statute, rule or regulation of the Securities and Exchange Commission or otherwise, the remainder of the Plan shall not be affected thereby.
16.
The Plan shall be effective with respect to each Fund on May 1, 2013 and replaces and is substituted for any Prior Plan previously applicable to the Class. For purposes of calculating the Fee Cap set forth under Section 2, the Principal Underwriter shall include payments made pursuant to the Prior Plans as provided therein.
Adopted May 1, 2013
* * *
3
|
Trust and Funds |
Classes (b) |
|||||||||
|
|
A (c) |
Advisers (c) |
Investor (c) |
B |
C |
R (1) |
I |
Institutional |
||
|
Eaton Vance Investment Trust (2) |
Fees |
Fees |
Fees |
Fees |
Fee Cap (d) |
Fees |
Fee Cap (d) |
Fees |
Fees |
Fees |
|
Eaton Vance AMT-Free Limited Maturity Municipal Income Fund |
0.25 |
N/A |
N/A |
N/A |
N/A |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance Massachusetts Limited Maturity Municipal Income Fund |
0.25 |
N/A |
N/A |
N/A |
N/A |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance National Limited Maturity Municipal Income Fund |
0.25 |
N/A |
N/A |
0.75/0.25 |
3.00 |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance New York Limited Maturity Municipal Income Fund |
0.25 |
N/A |
N/A |
0.75/0.25 |
3.00 |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance Pennsylvania Limited Maturity Municipal Income Fund |
0.25 |
N/A |
N/A |
N/A |
N/A |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
|
|
|
|
|
|
|
|
|
|
|
|
Eaton Vance Municipals Trust (3) |
|
|
|
|
|
|
|
|
|
|
|
Eaton Vance Alabama Municipal Income Fund |
0.25 |
N/A |
N/A |
0.75/0.25 |
5.00 |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance Arizona Municipal Income Fund |
0.25 |
N/A |
N/A |
0.75/0.25 |
5.00 |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance Arkansas Municipal Income Fund |
0.25 |
N/A |
N/A |
0.75/0.25 |
5.00 |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance California Municipal Income Fund |
0.25 |
N/A |
N/A |
N/A |
N/A |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance Connecticut Municipal Income Fund |
0.25 |
N/A |
N/A |
0.75/0.25 |
5.00 |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance Georgia Municipal Income Fund |
0.25 |
N/A |
N/A |
0.75/0.25 |
5.00 |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance Kentucky Municipal Income Fund |
0.25 |
N/A |
N/A |
0.75/0.25 |
5.00 |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance Maryland Municipal Income Fund |
0.25 |
N/A |
N/A |
0.75/0.25 |
5.00 |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance Massachusetts Municipal Income Fund |
0.25 |
N/A |
N/A |
N/A |
N/A |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance Minnesota Municipal Income Fund |
0.25 |
N/A |
N/A |
0.75/0.25 |
5.00 |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance Missouri Municipal Income Fund |
0.25 |
N/A |
N/A |
0.75/0.25 |
5.00 |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance Municipal Opportunities Fund |
0.25 |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
None |
N/A |
|
Eaton Vance National Municipal Income Fund |
0.25 |
N/A |
N/A |
0.75/0.25 |
5.00 |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance New Jersey Municipal Income Fund |
0.25 |
N/A |
N/A |
N/A |
N/A |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance New York Municipal Income Fund |
0.25 |
N/A |
N/A |
0.75/0.25 |
5.00 |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance North Carolina Municipal Income Fund |
0.25 |
N/A |
N/A |
0.75/0.25 |
5.00 |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance Ohio Municipal Income Fund |
0.25 |
N/A |
N/A |
N/A |
N/A |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance Oregon Municipal Income Fund |
0.25 |
N/A |
N/A |
0.75/0.25 |
5.00 |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance Pennsylvania Municipal Income Fund |
0.25 |
N/A |
N/A |
0.75/0.25 |
5.00 |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance South Carolina Municipal Income Fund |
0.25 |
N/A |
N/A |
0.75/0.25 |
5.00 |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance Tennessee Municipal Income Fund |
0.25 |
N/A |
N/A |
0.75/0.25 |
5.00 |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance Virginia Municipal Income Fund |
0.25 |
N/A |
N/A |
0.75/0.25 |
5.00 |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Trust and Funds |
Classes (b) |
|||||||||
|
|
A (c) |
Advisers (c) |
Investor (c) |
B |
C |
R (1) |
I |
Institutional |
||
|
Eaton Vance Municipals Trust II (3) |
Fees |
Fees |
Fees |
Fees |
Fee Cap (d) |
Fees |
Fee Cap (d) |
Fees |
Fees |
Fees |
|
Eaton Vance High Yield Municipal Income Fund |
0.25 |
N/A |
N/A |
0.75/0.25 |
5.00 |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance Tax-Advantaged Bond Strategies Intermediate Term Fund |
0.25 |
N/A |
N/A |
N/A |
N/A |
0.75/0.25 |
FINRA |
N/A |
None |
N/A |
|
Eaton Vance Tax-Advantaged Bond Strategies Long Term Fund |
0.25 |
N/A |
N/A |
N/A |
N/A |
0.75/0.25 |
FINRA |
N/A |
None |
N/A |
|
Eaton Vance Tax-Advantaged Bond Strategies Short Term Fund |
0.25 |
N/A |
N/A |
N/A |
N/A |
0.75/0.25 |
FINRA |
N/A |
None |
N/A |
|
|
|
|
|
|
|
|
|
|
|
|
|
Eaton Vance Mutual Funds Trust |
|
|
|
|
|
|
|
|
|
|
|
Eaton Vance AMT-Free Municipal Income Fund |
0.25 |
N/A |
N/A |
0.75/0.25 |
5.00 |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance Atlanta Capital Horizon Growth Fund |
0.25 |
N/A |
N/A |
0.75/0.25 |
6.25 |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance Build America Bond Fund |
0.25 |
N/A |
N/A |
N/A |
N/A |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance Diversified Currency Income Fund |
0.30 |
N/A |
N/A |
N/A |
N/A |
0.75/0.25 |
FINRA |
N/A |
None |
N/A |
|
Eaton Vance Emerging Markets Local Income Fund |
0.30 |
N/A |
N/A |
N/A |
N/A |
0.75/0.25 |
FINRA |
N/A |
None |
N/A |
|
Eaton Vance Floating-Rate Advantage Fund |
0.25 |
0.25 |
N/A |
0.40/.0.20 |
FINRA |
0.60/0.15 |
FINRA |
N/A |
None |
N/A |
|
Eaton Vance Floating-Rate Fund |
0.25 |
0.25 |
N/A |
0.75/0.25 |
6.25 |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance Floating-Rate & High Income Fund |
0.25 |
0.25 |
N/A |
0.75/0.25 |
6.25 |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance Global Dividend Income Fund |
0.25 |
N/A |
N/A |
N/A |
N/A |
0.75/0.25 |
6.25 |
0.50/0.25 |
None |
N/A |
|
Eaton Vance Global Macro Absolute Return Advantage Fund |
0.30 |
N/A |
N/A |
N/A |
N/A |
0.75/0.25 |
FINRA |
0.50/0.25 |
None |
N/A |
|
Eaton Vance Global Macro Absolute Return Fund |
0.30 |
N/A |
N/A |
N/A |
N/A |
0.75/0.25 |
6.25 |
0.50/0.25 |
None |
N/A |
|
Eaton Vance Government Obligations Fund |
0.25 |
N/A |
N/A |
0.75/0.25 |
5.00 |
0.75/0.25 |
6.25 |
0.50/0.25 |
None |
N/A |
|
Eaton Vance High Income Opportunities Fund |
0.25 |
N/A |
N/A |
0.75/0.25 |
5.00 |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance Large-Cap Core Research Fund |
0.25 |
N/A |
N/A |
N/A |
N/A |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance Low Duration Government Income Fund |
0.25 |
N/A |
N/A |
0.75/0.25 |
6.25 |
0.60/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance Multi-Strategy Absolute Return Fund |
0.25 |
N/A |
N/A |
0.75/0.25 |
6.25 |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance Multi-Strategy All Market Fund |
0.25 |
N/A |
N/A |
N/A |
N/A |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance Strategic Income Fund |
0.25 |
N/A |
N/A |
0.75/0.25 |
4.50 |
0.75/0.25 |
6.25 |
0.50/0.25 |
None |
N/A |
|
Eaton Vance Tax-Managed Equity Asset Allocation Fund |
0.25 |
N/A |
N/A |
0.75/0.25 |
6.25 |
0.75/0.25 |
6.25 |
N/A |
N/A |
N/A |
|
Eaton Vance Tax-Managed Global Dividend Income Fund |
0.25 |
N/A |
N/A |
0.75/0.25 |
6.25 |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance Tax-Managed Growth Fund 1.1 (4) |
0.25 |
N/A |
N/A |
0.75/0.25 |
5.00 |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance Tax-Managed Growth Fund 1.2 |
0.25 |
N/A |
N/A |
0.75/0.25 |
6.25 |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Trust and Funds |
Classes (b) |
|||||||||
|
|
A (c) |
Advisers (c) |
Investor (c) |
B |
C |
R (1) |
I |
Institutional |
||
|
Eaton Vance Mutual Funds Trust (continued) |
Fees |
Fees |
Fees |
Fees |
Fee Cap (d) |
Fees |
Fee Cap (d) |
Fees |
Fees |
Fees |
|
Eaton Vance Tax-Managed Multi-Cap Growth Fund |
0.25 |
N/A |
N/A |
0.75/0.25 |
6.25 |
0.75/0.25 |
6.25 |
N/A |
N/A |
N/A |
|
Eaton Vance Tax-Managed Small-Cap Fund |
0.25 |
N/A |
N/A |
0.75/0.25 |
5.00 |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance Tax-Managed Small-Cap Value Fund |
0.25 |
N/A |
N/A |
N/A |
N/A |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance Tax-Managed Value Fund |
0.25 |
N/A |
N/A |
N/A |
N/A |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance U.S. Government Money Market Fund (5) |
None |
N/A |
N/A |
0.75/0.25 |
5.00 |
0.75/0.25 |
6.25 |
N/A |
N/A |
N/A |
|
Parametric Commodity Strategy Fund |
N/A |
N/A |
0.25 |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
None |
|
Parametric Currency Fund |
N/A |
N/A |
0.25 |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
None |
|
Parametric Emerging Markets Fund |
N/A |
N/A |
0.25 |
N/A |
N/A |
0.75/0.25 |
6.25 |
N/A |
N/A |
None |
|
Parametric Global Small-Cap Fund |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
None |
|
Parametric International Equity Fund |
N/A |
N/A |
0.25 |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
None |
|
Parametric Market Neutral Fund |
N/A |
N/A |
0.25 |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
None |
|
Parametric Tax-Managed International Equity Fund |
N/A |
N/A |
0.25 |
N/A |
N/A |
0.75/0.25 |
6.25 |
N/A |
N/A |
None |
|
|
|
|
|
|
|
|
|
|
|
|
|
Eaton Vance Series Fund, Inc. |
|
|
|
|
|
|
|
|
|
|
|
Eaton Vance Institutional Emerging Markets Local Debt Fund (6) |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
None |
|
|
|
|
|
|
|
|
|
|
|
|
|
Eaton Vance Series Trust II |
|
|
|
|
|
|
|
|
|
|
|
Eaton Vance Income Fund of Boston |
0.25 |
N/A |
N/A |
0.75/0.25 |
6.25 |
0.75/0.25 |
6.25 |
0.50/0.25 |
None |
N/A |
|
Parametric Tax-Managed Emerging Markets Fund |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
None |
|
|
|
|
|
|
|
|
|
|
|
|
|
Eaton Vance Special Investment Trust |
|
|
|
|
|
|
|
|
|
|
|
Eaton Vance Balanced Fund |
0.25 |
N/A |
N/A |
0.75/0.25 |
5.00 |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance Bond Fund |
0.25 |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
None |
N/A |
|
Eaton Vance Commodity Strategy Fund |
0.25 |
N/A |
N/A |
N/A |
N/A |
0.75/0.25 |
FINRA |
N/A |
None |
N/A |
|
Eaton Vance Dividend Builder Fund |
0.25 |
N/A |
N/A |
0.75/0.25 |
5.00 |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance Greater India Fund |
0.30 |
N/A |
N/A |
0.75/0.25 |
5.00 |
0.75/0.25 |
6.25 |
N/A |
None |
N/A |
|
Eaton Vance Investment Grade Income Fund |
0.25 |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
None |
N/A |
|
Eaton Vance Large-Cap Growth Fund |
0.25 |
N/A |
N/A |
N/A |
N/A |
0.75/0.25 |
6.25 |
0.50/0.25 |
None |
N/A |
|
Eaton Vance Large-Cap Value Fund |
0.25 |
N/A |
N/A |
0.75/0.25 |
5.00 |
0.75/0.25 |
6.25 |
0.50/0.25 |
None |
N/A |
5 of 5
EXHIBIT (p)
CODE OF ETHICS
Applicable to:
________
Eaton Vance Corp.
Eaton Vance Management
Boston Management and Research
Eaton Vance Investment Counsel
Eaton Vance Australia Pty. Ltd.
Eaton Vance Management Canada Ltd.
Eaton Vance Advisers (Ireland) Limited
Eaton Vance Management (International) Limited
Eaton Vance Management International (Asia) Pte. Ltd.
Eaton Vance Trust Company
Eaton Vance Distributors, Inc.
(each of the foregoing entities,
an Eaton Vance Entity
and collectively the Eaton Vance Entities)
and
Eaton Vance Funds
Effective: September 1, 2000
(as revised June 1, 2013)
TABLE OF CONTENTS
Table of Contents 1
Overview
Part I.
Standards of Business Conduct
Part II.
Policy on Personal Securities Transactions
General Provisions
Appendix 1.
Procedures for Policy on Personal Securities Transactions
Appendix 2.
Eaton Vance Funds Policies and Procedures in Prevention of Insider Trading
Appendix 3.
Eaton Vance Policies and Procedures in Prevention of Insider Trading
____________________
1 The policies and procedures attached to this Code of Ethics as Appendices provide additional guidance on certain topics addressed in the Code but are not a part of the Code.
2
OVERVIEW 2
Applicability
Eaton Vance Personnel. You are subject to this Code of Ethics if you are an employee, officer, director, consultant or intern of any Eaton Vance Entity.
Eaton Vance Funds 3 Managed or Distributed by an Eaton Vance Entity. You are subject to this Code of Ethics if you are an access person (as defined in Part II below) of a Fund (as defined in Part II below) for which an Eaton Vance Entity provides day-to-day investment management or acts as principal distributor.
Eaton Vance Funds Managed by Advisers and Sub-Advisers Other Than Eaton Vance Entities. If you are an access person (as defined in Part II below) of a Fund (as defined in Part II below) and employed by an adviser or sub-adviser that provides the Fund with day-to-day investment management and that is not an Eaton Vance Entity (unaffiliated adviser), you are not subject to this Code provided that:
·
you are subject to a code of ethics adopted by the unaffiliated adviser that the Funds Chief Compliance Officer has determined meets all the requirements of and complies with Rule 17j-1 under the Investment Company Act of 1940, as amended (Rule 17j-1), and Rule 204A-1 under the Investment Advisers Act of 1940, as amended; and
·
the Fund Board has approved the unaffiliated advisers code of ethics pursuant to and in compliance with Rule 17j-1.
Material exceptions to any such unaffiliated advisers Code as applied to a Fund access person are required to be reported to the Fund Chief Compliance Officer promptly.
Independent Trustees of Eaton Vance Funds. Independent Fund Trustees (as defined in Part II) are access persons of the Funds. If you are an Independent Fund Trustee, you are subject to the Overview - Governing Principals and General Provisions sections of the Code and your obligations under the Policy on Personal Securities Transactions section of the Code are set forth in Part II, Section D.
Governing Principals
Independent Trustees of Eaton Vance Funds . If you are subject to this Code as an access person of the Fund, you have a duty at all times to place the interests of the Fund first. You are required to conduct all your personal securities transactions consistent with the letter and spirit of this Code and in such a manner as to avoid any actual or potential conflicts of interest or any abuse of your position of trust and responsibility with respect to the Funds. You are expected not only to follow the specific rules, but also the spirit of the Code.
_____________________
2 Capitalized terms used in this Overview have the meanings assigned to them in Part II of the Code.
3 For the ease of reference, the Board of Trustees or Board of Directors of an Eaton Vance Fund is referred to collectively herein as the Board of Trustees and Trustees and Directors are referred to collectively herein as Trustees.
3
In that connection, you may not engage in any activities which directly or indirectly:
defrauds a Fund;
misleads a Fund, including statements that omit material facts;
operates or would operate as a fraud or deceit on a Fund;
functions as a manipulative practice with respect to a Fund; or
functions as a manipulative practice with respect to a security.
Eaton Vance Personnel and Eaton Vance Funds Managed or Distributed by an Eaton Vance Entity. If you are subject to this Code as an employee, officer, director, consultant or intern of any Eaton Vance Entity you have the same duties outlined above with respect to the Fund as well as to the other Clients (as defined in part II below) of the Eaton Vance Entities.
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PART I
STANDARDS OF BUSINESS CONDUCT
______________
If you are subject to this Code:
You are expected to comply with the following standards of business conduct:
you must comply with all applicable laws and regulations including the federal securities laws;
you must comply with the fiduciary obligations outlined below; and
you must comply with this Code of Ethics.
You have a duty to promptly report any violation or apparent violation of the Code of Ethics to the Chief Compliance Officer. This duty exists whether the violation or apparent violation is yours or that of another person subject to this Code. Retaliation against individuals who report violations or apparent violations of the Code in good faith is not permitted. Violators of the Code are subject to sanctions.
Fiduciary Obligations
You have a duty to act in utmost good faith with respect to each Client (as defined in Part II below), and to provide full and fair disclosure of all material facts, particularly where the interests of the Company (as defined in Part II below) may be in conflict with those of a Client. The Company has a duty to deal fairly and act in the best interests of its Clients at all times. The following fiduciary principles govern your activities and the interpretation/administration of these rules:
The interests of Clients must be placed first at all times.
All your personal trading transactions must be conducted consistent with the rules contained in Part I and Part II of this Code and in such a manner as to avoid any actual or potential conflict of interest or any abuse of your position of trust and responsibility.
You should never use your position with the Company, or information acquired during your employment, in your personal trading in a manner that may create a conflict or the appearance of a conflict between your personal interests and the interest of the Company or its Clients. If such a conflict or potential conflict arises, you must report it immediately to the Chief Compliance Officer.
In connection with providing investment management services to Clients, this includes prohibiting any activity which directly or indirectly:
defrauds a Client in any manner;
misleads a Client, including any statement that omits material facts;
operates or would operate as a fraud or deceit on a Client;
functions as a manipulative practice with respect to a Client; and
functions as a manipulative practice with respect to securities.
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These rules do not identify all possible conflicts of interest, and literal compliance with each of the specific provisions of Part I and Part II of the Code of Ethics will not shield you from liability for personal trading or other conduct that is designed to circumvent its restrictions or violates a fiduciary duty to Clients.
Additional Standards of Business Conduct
If you are an employee, officer, director, consultant or intern of any Eaton Vance entity listed on the cover page of this Code of Ethics, you are also subject to the Eaton Vance Corp. Code of Business Conduct and Ethics. Any violation of the Eaton Vance Corp. Code of Business Conduct and Ethics may also be deemed a violation of this Code of Ethics.
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PART II
POLICY ON
PERSONAL SECURITIES TRANSACTIONS
______________
DEFINITIONS
Company refers to each Fund and each of Eaton Vance Corp. ( EVC ), Eaton Vance Management ( EVM ), Boston Management and Research ( BMR ), Eaton Vance Investment Counsel ( EVIC ), Eaton Vance Management (International) Limited ( EVMI ), Eaton Vance Management International (Asia) Pty. Ltd. ( EVMIA ), Eaton Vance Australia Pty. Ltd. ( EV Australia ), Eaton Vance Management Canada Ltd. ( EVMC ), Eaton Vance Advisers (Ireland) Limited ( EVAI ), Eaton Vance Australia Pty. Ltd. ( EV Australia ), Eaton Vance Management Canada Ltd. ( EVMC ), Eaton Vance Advisers (Ireland) Limited (EVAI) , Eaton Vance Trust Company ( EVTC ) and Eaton Vance Distributors, Inc. ( EVD ).
Fund is each Fund that is an investment company registered under the Investment Company Act of 1940 in the Eaton Vance Fund complex.
Sub-advised Fund is each investment company registered under the Investment Company Act of 1940 for which EVM or BMR acts as the investment sub-adviser.
Client is any person or entity, including a Fund or a Sub-advised Fund, for which EVM, BMR, EVIC, EVMI, EV Australia, EVMC, EVAI or EVTC provides investment advisory services.
Access Person is each of the following:
(1)
a director, trustee, or officer of (i) a Fund to whom this Code is applicable as described in the Overview above, (ii) EVM, (iii) BMR, or (iv) EVIC;
(2)
an employee, consultant, or intern of (i) a Fund to whom this Code is applicable as described in the Overview above or (ii) any of EVC, EVM, BMR, EVIC, EVMI, EVMIA, EV Australia, EVMC, EVAI or EVTC who, in connection with his or her regular functions or duties, makes, participates in, or has access to nonpublic information regarding the purchase or sale of Securities by a Client, or whose functions relate to the making of any recommendations with respect to the purchases or sales (including a portfolio manager, investment counselor, investment analyst 4 , member of a trading department, most administrative personnel in EVIC, the equity department, and each income investment department, and certain members of the investment operations department, separately managed account operations department, information technology department and fund administration department) or who, in connection with his or her regular functions has access to nonpublic information regarding such recommendations (including certain members of the fund administration department and information technology department);
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4 As used in this Policy on Personal Securities Transactions, the term investment analyst includes any person that performs financial and/or quantitative analysis of securities that results in a recommendation to a portfolio manager or investment counselor regarding an investment in such securities.
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(3)
an employee, consultant, or intern of (i) a Fund to whom this Code is applicable as described in the Overview above or (ii) any of EVC, EVM, BMR, EVIC, EVMI, EVMIA, EV Australia, EVMC, EVAI or EVTC who, in connection with his or her regular functions or duties, has access to nonpublic information regarding portfolio holdings of a Fund or Sub-advised Fund (including a portfolio manager, investment analyst, member of a trading department, most administrative personnel in the equity investment department and each income investment department, and certain members of the investment operations department, separately managed account operations department, information technology department, brand marketing department, media relations department, and fund administration department);
(4)
a natural person in a control relationship to (i) a Fund to whom this Code is applicable as described in the Overview above or (ii) any of EVC, EVM, BMR, EVIC, EVMI, EVMIA, EV Australia, EVMC, EVAI or EVTC who obtains nonpublic information concerning recommendations made to the Fund or other Client with regard to the purchase or sale of Securities by the Fund or other Client;
(5)
an employee of EVD or EVM who is a registered representative or registered principal; and
(6)
a director, officer or employee of EVD who is not a registered representative or registered principal but who, in the ordinary course of business, makes, participates in, obtains or, in EVDs judgment, is able to obtain nonpublic information regarding, the purchase or sale of Securities by a Fund, or whose functions or duties in the ordinary course of business relate to the making of any recommendation to a Fund regarding the purchase or sale of Securities.
Investment Professional is each of the following:
(1) an employee of (i) a Fund to whom this Code is applicable as described in the Overview above, (ii) a Sub-advised Fund or (iii) any of EVC, EVM, BMR or EVIC who, in connection with his or her regular functions or duties, makes or participates in making recommendations regarding the purchase or sale of Securities by the Fund, Sub-advised Fund or other Client (including a portfolio manager, an investment counselor, and an investment analyst); and
(2) a natural person who controls (i) a Fund to whom this Code is applicable as described in the Overview above, or (ii) any of EVC, EVM, BMR and who obtains information concerning recommendations made to the Fund or other Client with regard to the purchase or sale of Securities by the Fund or other Client.
Every Investment Professional is also an Access Person.
Reporting Person is each registered representative and registered principal of EVD or EVM.
Independent Fund Trustee is a trustee or director of a Fund who is not an interested person of the Fund (as determined under the Investment Company Act of 1940).
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Immediate Family of any person includes his or her spouse, [minor] children, and relatives living in his or her principal residence.
Designated Broker is any one of the following broker-dealer firms:
1.
Charles Schwab;
2.
E*Trade;
3.
Fidelity;
4.
Merrill Lynch;
5.
Morgan Stanley Smith Barney;
6.
TD Ameritrade;
7.
UBS; or
8.
Wells Fargo.
Securities means anything that is considered a security under the Investment Company Act of 1940, including most kinds of investment instruments, including:
1.
stocks and bonds;
2.
shares of exchange traded funds;
3.
shares of closed-end investment companies, including shares of Eaton Vance closed-end Funds and closed-end eUnits TM Funds;
4.
options on securities, on indexes and on currencies;
5.
investments in all kinds of limited partnerships;
6.
investments in non-U.S. unit trusts and non-U.S. mutual funds;
7.
investments in private investment funds, hedge funds, private equity funds, venture capital funds and investment clubs.
The term Securities does not include:
a.
direct obligations of the U.S. Government;
b.
bankers' acceptances, bank certificates of deposit, commercial paper and high quality short-term debt obligations, including repurchase agreements; and
c.
shares of open-end investment companies that are registered under the Investment Company Act of 1940 (mutual funds), other than shares of Funds or Sub-advised Funds.
Shares of Funds and Sub-advised Funds that are not money market funds are Securities for the purposes of this Policy.
Initial Public Offering means an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before the registration, was not subject to the reporting requirements of sections 13 or 15(d) of the Securities Exchange Act of 1934. As used in this Policy, the term Initial Public Offering shall also mean a one time offering of stock to the public by the issuer of such stock which is not an initial public offering.
Limited Offering means an offering that is exempt from registration under the Securities Act of 1933 pursuant to section 4(2) or section 4(5) or pursuant to rule 504, rule 505 or rule 506 under the Securities Act of 1933. A Limited Offering thus includes
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an offering commonly referred to as a private placement, as well as a non-public offering in limited amounts available only to certain investors. A Limited Offering includes any offer to you to purchase any Securities, whether stock, debt securities, or partnership interests, from any entity, unless those Securities are registered under the Securities Act of 1933 (that is, are publicly offered/publicly traded Securities).
Large Cap Issuer is an issuer of Securities with an equity market capitalization of more than $3 billion.
Chief Legal Officer, Chief Compliance Officer , Senior Compliance Administrator , Compliance Administrator, Compliance Attorney and Investment Compliance Officer mean the persons identified as such in the Procedures. Questions or comments addressed to the Senior Compliance Administrator may be emailed to codeofethics@eatonvance.com .
Procedures means the Procedures for Policy on Personal Securities Transactions attached to this Code as Appendix 1.
A. Applicability of the Policy
1. Who is Covered . One or more parts of this Policy apply to Company officers, employees, consultants and interns. Certain parts apply only to Access Persons, Independent Fund Trustees, Investment Professionals, or Reporting Persons. The Company will notify you if you are in one of these categories.
This Policy covers not only your personal Securities transactions, but also those of your Immediate Family (your spouse, minor children, and relatives living in your principal residence).
2. What Accounts are Covered . This Policy applies to Securities transactions in all accounts in which you or members of your Immediate Family have a direct or indirect beneficial interest, unless the Compliance Attorney determines that you or they have no direct or indirect influence or control over the account. Normally, an account is covered by this Policy if it is (a) in your name, (b) in the name of a member of your Immediate Family, (c) of a partnership in which you or a member of your Immediate Family are a partner with direct or indirect investment discretion, (d) of a trust of which you or a member of your Immediate Family are a beneficiary and a trustee with direct or indirect investment discretion, and (e) of a closely held corporation in which you or a member of your Immediate Family hold shares and have direct or indirect investment discretion. 5
_________________
5 Please note that any securities accounts managed by EVIC in which an Access Person or the Immediate Family of an Access Person has a direct or indirect beneficial interest are subject to this Policy. Securities transactions in such accounts must be pre-cleared.
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3. When You Must Use a Designated Broker . All Securities accounts of (a) Reporting Persons or Access Persons (other than Access Persons who are Independent Fund Trustees) must be maintained with one or more Designated Brokers, unless the account:
(1)
holds only shares of EVC Securities that are publicly traded and is held with Wells Fargo (formerly A.G. Edwards) or Computershare;
(2)
includes only shares of Funds and Sub-advised Funds and is held with such Funds transfer agent;
(3)
the account includes only shares of Funds purchased through the Companys retirement plans;
(4)
is a retirement account you established through a prior employer, or as part of a DRIP or ESOP investment program; or
(5)
the account is subject to a code of ethics or similar policy applicable to a member of your Immediate Family requiring an account be held at an entity other than a Designated Broker.
Persons who become Reporting Persons or Access Persons must initiate movement of existing accounts to one or more Designated Brokers within 30 calendar days of the Company notifying them of their status as a Reporting Person or Access Person. 6
B. Rules Applicable to All Employees 7
If you are a Company officer, employee, consultant or intern, you are subject to the following rules.
1. Pre-clearance: EVC Securities . You must pre-clear all purchases, sales or other transactions involving EVC Securities that are publicly traded with the Treasurer of EVC (or his designee), except that you do not have to pre-clear (1) purchases pursuant to the EVC Employee Stock Purchase Plan or to the exercise of any EVC stock option agreement, (2) bona fide gifts of such EVC Securities that you receive, (3) bona fide gifts of such EVC Securities that you make to nonprofit organizations qualified under Section
__________________
6 You may maintain an existing account you opened with a broker, dealer or bank that is not a Designated Broker if:
(a)
(1) you were an Access Person prior to October 1, 2008 and (2) the account was established with such broker, dealer or bank prior to October 1, 2008; or
(b)
(1) you became an Access Person on October 1, 2009, (2) immediately prior to becoming an Access Person you were a Reporting Person, and (3) the account was established with such broker, dealer or bank prior to October 1, 2009.
7 Reminder : When this Policy refers to you or your transactions, it includes your Immediate Family and accounts in which you or they have a direct or indirect beneficial interest. See section A, Applicability of the Policy, above. The procedure for obtaining pre-clearance is explained in the Procedures.
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501(c)(3) of the Internal Revenue Code, or (4) automatic, non-voluntary transactions involving such EVC Securities, such as stock dividends, stock splits, or automatic dividend reinvestments, or certain non-voluntary transactions initiated by a broker, dealer or bank with respect to such EVC Securities deposited in a margin account. NOTE: The purchase or sale of publicly traded options on Eaton Vance Securities is prohibited.
There are times when transactions in EVC Securities are routinely prohibited, such as prior to releases of earnings information. Normally you will be notified of these blackout periods.
2. Pre-clearance: Eaton Vance Closed-End Funds. You must pre-clear all purchases and sales of shares of closed-end investment companies, including Eaton Vance closed-end Funds. You may obtain a list of all of Eaton Vance closed-end Funds from the Senior Compliance Administrator.
3. Reporting Requirements. You must ensure that the broker-dealer you use sends to the Senior Compliance Administrator copies of confirmations of all purchases and sales of EVC Securities that are publicly traded and of Eaton Vance closed-end Funds that you were required to pre-clear. If you are an Access Person required to file reports of personal Securities transactions, these purchases and sales must be included in your reports.
4. Prohibited Transactions. You are prohibited from purchasing or selling any security, either personally or for any Client, while you are in the possession of material, non-public information concerning the Security or its issuer. Please read Appendix 3 to the Code of Ethics, Eaton Vance Policies and Procedures in Prevention of Insider Trading.
5. Transactions in Shares of Funds and Sub-advised Funds. You must comply with all prospectus restrictions and limitations on purchases, sales or exchanges of Fund or Sub-advised Fund shares when you purchase, sell or exchange such shares.
C. Rules Applicable to Access Persons 8
If you are an Access Person, you are subject to the following rules, in addition to the Rules Applicable to All Employees in section B above, provided that Access Persons who are Independent Fund Trustees are only subject to the Access Person rules in section D of this Part II.
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8 Reminder : When this Policy refers to you or your transactions, it includes your Immediate Family and accounts in which you or they have a direct or indirect beneficial interest, and over which you or they exercise direct or indirect influence or control. See section A, Applicability of the Policy, above and check the definition of Securities and of other capitalized terms in the Definitions section above.
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1. Pre-Clearance: All Securities . You must pre-clear all purchases and sales of Securities, except that you do not have to pre-clear:
(1)
unless you are a trader in the equity department 9 , a purchase of equity Securities of a Large Cap Issuer (with a market capitalization of more than $3 billion), if the value of such purchase, together with the value all of your purchases of equity Securities of that Large Cap Issuer in the previous six (6) calendar days, would not exceed $50,000;
(2)
unless you are a trader in the equity department 9 , a sale of equity Securities of a Large Cap Issuer, if the value of such sale, together with the value all of your sales of equity Securities of that Large Cap Issuer in the previous six (6) calendar days, would not exceed $50,000;
(3)
a purchase of investment grade, non-convertible debt Securities, if the value of such purchase, together with the value all of your purchases of investment grade, non-convertible debt Securities of the same issuer in the previous six (6) calendar days, would not exceed $50,000;
(4)
a sale of investment grade, non-convertible debt Securities, if the value of such sale, together with the value all of your sales of investment grade, non-convertible debt Securities of the same issuer in the previous six (6) calendar days, would not exceed $50,000;
(5)
a purchase (including through an exchange) of Securities of a Fund or a Sub-advised Fund unless it is a closed-end Fund including a closed-end eUnits Fund;
(6)
a redemption (including through an exchange) of Securities of a Fund or a Sub-advised Fund unless it is a closed-end Fund including a closed-end eUnits Fund;
(7)
a purchase of any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, if the value of such purchase together with the notional value of all such purchases with respect to a given currency in the previous six (6) calendar days would not exceed $50,000;
(8)
a sale of any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, if the value of such sale together with the notional value of all such sales with respect to a given currency in the previous six (6) days would not exceed $50,000;
(9)
a bona fide gift of Securities that you receive or a bona fide gift of Securities that you make to any nonprofit organization qualified under Section 501(c)(3) of the Internal Revenue Code;
(10)
an automatic, non-voluntary transaction, such as a stock dividend, stock split, spin-off, and automatic dividend reinvestment; or
(11)
a transaction pursuant to a mandatory tender offer or bond call that is applicable pro rata to all stockholders or bond holders, respectively.
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9 Traders in the equity department must pre-clear each purchase and sale of equity Securities of a Large Cap Issuer, even if the value of such purchase or sale, together with the value all of his or her other purchases or sales, respectively, of equity Securities of that Large Cap Issuer in the previous six (6) calendar days, would not exceed $50,000.
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The exemptions from pre-clearance in clauses (1) through (4) above do not apply to trading in any Security that is placed on a restricted list pursuant to the Eaton Vance Policies and Procedures in Prevention of Insider Trading. Further, the Chief Compliance Officer may suspend your ability to rely on the exemptions from pre-clearance in clauses (1) through (8) if he or she concludes that you have engaged in excessive personal trading or that pre-clearance by you is otherwise warranted.
You are responsible for determining if an issuer is a Large Cap Issuer; you may consult an appropriate Internet website for this purpose, such as Yahoo: Finance. Remember that you must always pre-clear all purchases and sales of EVC Securities that are publicly traded even if EVC is a Large Cap Issuer. See section B.1, Pre-Clearance: EVC Securities, above. Investment Professionals have additional pre-clearance obligations. See section F, Additional Rules Applicable to Investment Professionals and Certain Other Persons, below.
You will not receive pre-clearance of a transaction for any Security at a time when the Chief Compliance Officer or Chief Legal Officer believes circumstances warrant prohibiting a transaction in a particular Security. This may include when there is a pending buy or sell order for the same Security for a client. Remember that the term Security is broadly defined. For example, an option on a Security is itself a Security, and the purchase, sale and exercise of the option is subject to pre-clearance. A pre-clearance approval normally is valid only during the day on which it is given. Pre-clearance procedures are set forth in the Procedures.
2. Holding Period: Eaton Vance Closed-End Funds . Trustees, directors and officers of closed-end Funds, and certain Access Persons involved in managing such Funds, are prohibited by the federal securities laws from purchasing and selling, or selling and purchasing, shares of these Funds within six (6) months, and must file SEC Forms 4 regarding their transactions in shares of these funds. If you are in this category, the Senior Compliance Administrator will notify you and assist you in filing these Forms, and you will not receive pre-clearance for any purchase or sale that would violate the six-month restriction. Therefore, if you are in this category, you should expect to hold the shares you purchase for at least six (6) months.
3. Prohibited and Restricted Transactions . The following transactions are either prohibited without prior approval, or are discouraged, as indicated. The procedures for obtaining approval are in the Procedures.
a. Initial Public Offerings . You may not purchase or otherwise acquire any Security in an Initial Public Offering. You may apply to the Chief Compliance Officer and the Investment Compliance Officer for prior written approval to purchase or acquire a Security in an Initial Public Offering, but approval will be granted only in rare cases that involve extraordinary circumstances. Accordingly, the Company discourages such applications. You might be given approval to purchase a Security in an Initial Public Offering, for example, pursuant to the exercise of rights you have as an existing bank depositor or insurance policyholder to acquire the Security in connection with the banks conversion from mutual or cooperative form to stock form, or the insurance companys conversion from mutual to stock form.
b. Limited Offerings . You may not purchase or otherwise acquire any Security in a Limited Offering, except with the prior approval from the Chief Compliance Officer and
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the Investment Compliance Officer. (Remember that a Limited Offering, as defined, includes virtually any Security that is not a publicly traded/listed Security.) Such approval will only be granted where you establish that there is no conflict or appearance of conflict with any Client or other possible impropriety (such as where the Security in the Limited Offering is appropriate for purchase by a Client, or when your participation in the Limited Offering is suggested by a person who has a business relationship with any Company or expects to establish such a relationship). Examples where approval might be granted, subject to the particular facts and circumstances, are a personal investment in a private fund or limited partnership in which you would have no involvement in making recommendations or decisions, or your investment in a closely held corporation or partnership started by a family member or friend.
c. Short Sales . You may not sell short any Security, except that you may (i) sell short a Security if you own at least the same amount of the Security you sell short (selling short against the box) and (ii) sell short U.S. Treasury futures and stock index futures based on the S&P 500 or other broad based stock indexes. All transactions entered into pursuant to clause (i) or (ii) above are subject to pre-clearance.
d. Naked Options . You may not engage in option transactions with respect to any Security, except that (i) you may purchase a put option or sell a call option on Securities that you own and, (ii) in order to close such a transaction, you may sell a put option or purchase a call option on Securities that you own. You may not engage in the purchase or sale of publicly-traded options on shares of EVC Securities. All transactions entered into pursuant to clause (i) or (ii) above are subject to pre-clearance.
e. Short-term Trading . You are strongly discouraged from engaging in excessive short-term trading of Securities. The purchase and sale, or sale and purchase, of the same or equivalent Securities within sixty (60) calendar days are generally regarded as short-term trading. Such transactions are subject to pre-clearance.
4. Prohibited Transactions:
a. Bank Loan Department. If you are an Access Person in the bank loan department, you may not purchase or sell any Security issued by an entity (i) that is the borrower under a loan interest held in a Clients portfolio, or (ii) listed on the Schedule of Limited Personnel and Listed Public Issuers maintained by the bank loan department. In addition, you may not purchase or sell any Security issued by an entity that is the borrower under a loan interest that was or is being evaluated for purchase for a Client and was not purchased, until the 181 st calendar day after the decision was made not to purchase the loan interest.
b. High Yield Department. If you are an Access Person in the high yield department, you may not purchase or sell any Security issued by an entity that is the borrower under a loan interest held in a Clients portfolio that is found on the restricted list maintained by the high yield department pursuant to the Eaton Vance Policies and Procedures in Prevention of Insider Trading. In addition, you may not purchase or sell any Security issued by an entity that is the borrower under a loan interest that was or is being evaluated for purchase for a Client and was not purchased that is found on the high yield departments restricted list, until the 181 st calendar day after the decision was made not to purchase the loan interest.
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c.
Equity Department and EVIC . If you are an Access Person in the equity department or EVIC, you may not purchase or sell any Security until the seventh (7 th ) calendar day after any (a) Analyst Select Portfolio activity regarding that Security (whether an addition, increased position, deletion, decreased position, or rating change), or (b) addition or deletion of such Security from the Counselors Focus Portfolio, or (c) change in the rating of that Security in the Monitored Stock List (i) from 1, 2 or 3 to 4 or 5, (ii) from 3, 4 or 5 to 1 or 2, or (iii) an invalidation of the investment case, in each case to provide sufficient time for Client transactions in that Security before personal transactions in that Security. In addition, the Chief Compliance Officer may require other Access Persons with access to any of the Analyst Select Portfolio, Counselors Focus Portfolio or Monitored Stock List or other investment department research to adhere to the restrictions in this paragraph upon written notice to such Access Person by the Chief Compliance Officer.
In addition, Access Persons that are traders in the equity department must pre-clear each purchase and sale of equity Securities of a Large Cap Issuer, even if the value of such purchase or sale, together with the value all of his or her other purchases or sales, respectively, of equity Securities of that Large Cap Issuer in the previous six (6) calendar days, would not exceed $50,000.
d.
Investment Operations Department and Separately Managed Account Operations Department . If you are an Access Person in the investment operations department or separately managed account operations department, you may not purchase or sell any Security from the day of any communication or notice (verbal or written) of a pending program trade until the 2 nd business day after execution of that pending program trade by all participating separately managed accounts.
5 . Investment Clubs . You may not be a member of an investment club that trades in and owns Securities in which members have an interest. Such an investment club is regarded by this Policy as your personal account, and it is usually impracticable for you to comply with the rules of this Policy, such as pre-clearance of transactions, with respect to that investment club. If you were a member of an investment club and a Company employee on September 1, 2000, you may either (i) resign from the club by January 31, 2001 or promptly upon becoming an Access Person, and until your resignation is effective you may not influence or control the investment decisions of the club, or (ii) you may continue as a member, but only if the club is regarded as your personal account and you (and the club) meet all of the requirements of this Policy with respect to every securities transaction by the club, including pre-clearance, prohibited and restricted transaction, and reporting requirements.
6. Reporting Requirements 10 . You are required to provide the following reports of your Security holdings and transactions to the Senior Compliance Administrator. Please refer to the Procedures for reporting procedures and forms.
__________________
10 Reminder: Your reports also relate to members of your Immediate Family and the accounts referred to under section A, Applicability of the Policy, above. Please review the definition of Securities in the Definitions section above.
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a. Initial Report of Holdings. Within ten (10) calendar days after you become an Access Person, you must submit to the Senior Compliance Administrator a report of your holdings of Securities, including the title, type, exchange ticker or CUSIP number (if applicable), number of shares and principal amount of each Security held as of a date not more than forty-five (45) calendar days before you became an Access Person. Your report must also include the name of any broker, dealer or bank with whom you maintain an account for trading or holding any type of securities, whether stocks, bonds, mutual funds, or other types and the date on which you submit the report to the Senior Compliance Administrator.
b. Annual Report of Holdings. After January 1 and before January 31st of each year, you must submit to the Senior Compliance Administrator a report of your holdings of Securities, current within forty-five (45) calendar days before the report is submitted, including the title, type, exchange ticker or CUSIP number (if applicable), number of shares and principal amount of each Security held. Your report must include the name of any broker, dealer or bank with whom you maintain an account for trading or holding any type of securities, whether stocks, bonds, mutual funds, or other types and the date on which you submit the report to the Senior Compliance Administrator.
c. Quarterly Transaction Report. Within thirty (30) calendar days after the end of each calendar quarter, you must submit to the Senior Compliance Administrator a report of your transactions in Securities during that quarter, including the date of the transaction, the title, type, exchange ticker or CUSIP number (if applicable), the interest rate and maturity date (if applicable), and the number of shares and principal amount of each Security in the transaction, the nature of the transaction (whether a purchase, sale, or other type of acquisition or disposition, including a gift), the price of the Security at which the transaction was effected, and the name of the broker, dealer or bank with or through the transaction was effected. If you established an account with a broker, dealer or bank in which any Security was held during that quarter, (i) the broker, dealer or bank must be a Designated Broker and (ii) you must state the name of the broker, dealer or bank and the date you established the account on your report. The report must state the date on which you submit it to the Senior Compliance Administrator.
You do not have to submit a quarterly transaction report if (i) copies of all of your transaction confirmations and account statements are provided to the Senior Compliance Administrator for that quarter (see paragraph 9, Confirmations of Transactions and Account Statements, below), or (ii) all of the information required in such report is, on a current basis, already in the records of the Company (as, for example, in the case of transactions in EVC Securities through the EVC employee stock purchase plan or by the exercise of stock options).
7. Confirmations of Transactions and Account Statements . You must ensure that each broker, dealer or bank with which you maintain an account send to the Senior Compliance Administrator, as soon as practicable, copies of all confirmations of your Securities transactions and of all monthly, quarterly and annual account statements. See section A.2., Applicability of the Policy What Accounts are Covered, above.
This requirement does not apply to Securities transactions involving shares of a Fund where EVD acts as your broker.
17
If you certify to the Compliance Assistance that the Senior Compliance Administrator has received all of your confirmations and account statements by the date your quarterly transaction report is due, and if those confirmations and statements contain all of the information required in your quarterly transaction report, you do not have to submit that report.
D.
Rules Applicable to Access Persons Who Are Independent Fund Trustees
If you are an Access Persons who is an Independent Fund Trustee, you are subject to the following rules:
1.
Prohibited Transactions. You are prohibited from purchasing or selling any security while you are in the possession of material, non-public information concerning the Security or its issuer. Please read Appendix 2 to the Code of Ethics, Eaton Vance Funds Policies and Procedures in Prevention of Insider Trading.
2.
Reporting . As an Independent Fund Trustee you are generally exempt from the reporting requirements applicable to Access Persons (see section C.6.). However, if you knew or, in the ordinary course of fulfilling your official duties as a trustee, should have known that during the fifteen (15) day period immediately before or after your transaction in a Security, the Fund purchased or sold the Security, or the Fund or its investment adviser considered purchasing or selling the Security, you must file a quarterly transaction report with the Fund Chief Compliance Officer within thirty (30) calendar days after the end of such calendar quarter. The report must include the date of the transaction, the title, type, exchange ticker or CUSIP number (if applicable), the interest rate and maturity date (if applicable), and the number of shares and principal amount of each Security in the transaction, the nature of the transaction (whether a purchase, sale, or other type of acquisition or disposition, including a gift), the price of the Security at which the transaction was effected, and the name of the broker, dealer or bank with or through the transaction was effected. The report also must state the date on which you submit it to the Fund Chief Compliance Officer.
3.
Holding Period: Eaton Vance Closed-End Funds . Trustees of closed-end Funds (including closed-end eUnits Funds) are prohibited by the federal securities laws from purchasing and selling, or selling and purchasing, shares of these Funds within six (6) months, and must file SEC Forms 4 regarding their transactions in shares of these funds. If you are in this category, the Fund Chief Compliance Officer (or his designee) will notify you and assist you in filing these Forms. Therefore, you should expect to hold the shares you purchase for at least six (6) months.
18
E. Rules Applicable to Reporting Persons 11
In addition to the Rules Applicable to All Employees and Rules Applicable to Access Persons in sections B and C above, if you are a Reporting Person, you are required to submit a written notice to the Senior Compliance Administrator prior to establishing any new Securities account covered by the Policy or placing an order for the purchase or sale of any Security with any broker, dealer or bank. The notice must identify the broker, dealer or bank (which must be a Designated Broker) on such account. Please refer to the Procedures for reporting procedures and forms.
F. Additional Rules Applicable to Investment Professionals and Certain Other Persons 12
If you are an Investment Professional, or a member of a portfolio management team in the case of section F.2 below, you may be subject to the following rules, in addition to the Rules Applicable to Access Persons in section C above. Before engaging in any personal Securities transactions, please review those rules, which include pre-clearance and reporting requirements, as well as restricted transactions.
The following rules relate to the requirement that transactions for Clients whose portfolios you manage, or for whom you make recommendations, take precedence over your personal Securities transactions, and therefore Clients must be given the opportunity to trade before you do so for yourself. In addition, it is imperative to avoid conflicts, or the appearance of conflicts, with Clients interests. While the following Securities transactions are subject to pre-clearance procedures, you are responsible for avoiding all prohibited transactions described below, and you may not rely upon the pre-clearance procedures to prevent you from violating these rules.
1. Prohibited Transactions: All Investment Professionals . You may not cause or recommend a Client to take action for your personal benefit. Thus, for example, you may not trade in or recommend a security for a Client in order to support or enhance the price of a security in your personal account, or front run a Client.
2. Prohibited Transactions: Portfolio Managers, Members of Portfolio Management Teams and Investment Counselors . For each of the prohibited transactions listed below in this section F.2, you are deemed to manage and/or be part of the portfolio management team for each Client account for which (i) you are a named portfolio manager or investment counselor or (ii) you have regular access to nonpublic information regarding the actual purchase or sale of Securities for the account prior to the placement of an order to purchase or sell such Securities with the relevant
_____________________
11 Reminder: Your reports also relate to members of your Immediate Family and the accounts referred to under section A, Applicability of the Policy, above. Please review the definition of Securities in the Definitions section above.
12 Reminder : When this Policy refers to you or your transactions, it includes your Immediate Family and accounts in which you or they have a direct or indirect beneficial interest. See section A, Applicability of the Policy, above and check the definition of Securities and of other capitalized terms in the Definitions section above.
19
trading personnel for execution. You are deemed to have such regular access to nonpublic information regarding the actual purchase or sale of Securities for a Client account if you have the authority to: (x) complete trade tickets (or other documentation) required in order to place an order to purchase or sell Securities for the account with the relevant trading personnel for execution; (y) place such an order for the account with the relevant trading personnel for execution; or (z) review such trade tickets (or other documentation) prior to submission to the relevant trading personnel for execution, in each case whether in hard copy or by electronic means. 13
a. Personal Trades in Same Direction as Client . If you are a portfolio manager, an investment counselor or a member of a portfolio management team, you may not purchase any Security for your personal account until one (1) calendar day after you have purchased that Security for any Client account that you manage. You may not sell any Security for your personal account until one (1) calendar day after you have sold that Security for any Client account that you manage.
b. Personal Trades in Opposite Direction as Client: Seven-Day Blackout. If you are a portfolio manager, an investment counselor or a member of a portfolio management team, you may not sell any Security for your personal account until the eighth (8 th ) calendar day after you have purchased that Security for any Client account that you manage. You may not purchase any Security for your personal account until the eighth (8 th ) calendar day after you have sold that Security for any Client account that you manage.
c. Trading Before a Client.
(i) If you are a portfolio manager or an investment counselor, before you place an order to purchase a Security for a Client account that you manage, you must disclose to the Investment Compliance Officer if you have purchased that Security for your personal account within the preceding seven (7) calendar days. Depending upon the circumstances, there may be no impact on your prior purchase, or you may be required to sell that Security before it is purchased for the Client, or you may have to pay to the Clients account the difference between your and the Clients purchase price for the Security, if your price was lower.
(ii) If you are a portfolio manager or an investment counselor, before you place an order to sell a Security for a Client account that you manage, you must disclose to the Investment Compliance Officer if you have sold that Security for your personal account within the preceding seven (7) calendar days. Depending upon the circumstances, you may or may not be required to pay to the Clients account the difference between your and the Clients sales price for the Security, if your price was higher.
________________
13 The prohibited transactions in this section E.2 are not intended to apply to (1) persons with access to nonpublic information regarding only potential purchases or sales of Securities in Client accounts, such as in connection with additions, deletions or rating changes of securities through the Analyst Select Portfolio, Counselors Focus Portfolio of Monitored Stock List (see section C.5 for the prohibitions that relate to such persons and such situations) or (2) persons in Eaton Vance Investment Counsel who have the type of authority identified in clause (x), (y) or (z) of this section E.2 solely to facilitate client service in the event of the absence from the office of the primary investment counselor(s) or other Eaton Vance Investment Counsel employee with primary responsibility for the account.
20
(iii) As a member of a portfolio management team, if you enter into a Security transaction for your personal account of a type described in section F.2.c(i) or (ii) you must disclose such transactions to the Investment Compliance Officer (to the extent you have actual knowledge of the transaction for the Client account). Depending upon the circumstances, you may or may not be subject to the relevant requirements described in such sections.
d. General Prohibition. Because your responsibility is to put your Clients interests ahead of your own, if you are a portfolio manager, an investment counselor or a member of a portfolio management team you may not delay taking appropriate action for a Client account that you manage in order to avoid potential adverse consequences in your personal account.
3. Prohibited Transactions: Investment Analysts . If you are an investment analyst, before you purchase or sell a Security, Clients must be afforded the opportunity to act upon your recommendations regarding such Security. You may not purchase or sell any Security for which you have coverage responsibility unless either (i) you have first broadly communicated throughout the relevant investment group your research conclusion regarding that Security (through an Analyst Select Portfolio recommendation or Security rating, including the Monitored Stock List Security rating) and afforded suitable Clients sufficient time to act upon your recommendation (as set forth in 3(a) and 3(b) below), or (ii) you have first determined, with the prior concurrence of the Investment Compliance Officer, that investment in that Security is not suitable for any Client. If your research conclusions are not communicated through an Analyst Select Portfolio recommendation or Security rating, before you purchase or sell a Security for which you have coverage responsibility, you must first obtain the approval of the Investment Compliance Officer.
a. Personal Trades Consistent with New or Changed Recommendations or Ratings . If you are an investment analyst, you may not purchase or sell any Security for which you have coverage responsibility until the third (3 rd ) business day after you have broadly communicated a new or changed recommendation or rating for such Security to the Investment Professionals in the relevant department, and then only if your transaction is consistent with your recommendation or rating.
b. Personal Trades Inconsistent with New or Changed Recommendations or Ratings . If you are an investment analyst, you may not purchase or sell any Security for which you have coverage responsibility until the tenth (10 th ) business day after you have broadly communicated your new or changed recommendation or rating for such Security to the Investment Professionals in the relevant department, if your transaction is inconsistent with your recommendation or rating. You must pre-clear any such transaction and disclose to the Investment Compliance Officer the reasons you desire to make a trade inconsistent with your recommendation or rating.
c. Trading before Communicating a Recommendation or Rating. If you are an investment analyst who is in the process of making a new or changed recommendation or rating for a Security for which you have coverage responsibility, but you have not yet broadly communicated your research conclusions and recommendations or ratings for such Security to the Investment Professionals in the relevant department, you are prohibited from trading in that Security.
21
4. Required Disclosures: Investment Analysts . If you are an investment analyst, before you make a recommendation that a Security be purchased, sold or held by a Client, you must disclose to the Investment Compliance Officer and to any Investment Professionals to whom you make the recommendation any direct or indirect beneficial interest you may have in that Security.
22
GENERAL PROVISIONS
1. Maintenance of List of Access Persons and Investment Professionals: Notification . The Senior Compliance Administrator shall maintain a list of all Access Persons and Investment Professionals, shall notify each of his or her status, and shall ensure that each has received a copy of the Code of Ethics.
2. Review of Securities Reports . The Chief Compliance Officer shall ensure that all Initial and Annual Reports of Securities Holdings and Quarterly Transaction Reports, together with all Securities Transaction Confirmations and Account Statements received by the Senior Compliance Administrator, will be reviewed in accordance with the attached Procedures.
3. Certifications by Employees . Each employee of a Company must certify at the time of hire and annually thereafter (within the timeframes established from time to time by the legal department) that he or she has read and understood the Code of Ethics and has complied and will comply with its provisions. In addition upon any revision to a Companys Code of Ethics, each employee of that Company must certify that he or she has read the Code, as revised, and understands and will comply with its provisions.
4. Fund Board Approval . The Board of Trustees of each Fund, including a majority of the Independent Fund Trustees, has approved this Code of Ethics and must approve any material change hereto within six months after such change is adopted.
5. Annual Report to Fund Board . At least annually (i) each of EVM, BMR and EVD shall submit to the Board of Trustees of each Fund and (ii) EVM shall submit to each Sub-advised Fund for consideration a written report that (a) describes any issues arising under the Code of Ethics or the Procedures since the last report the Board, including information about material violations of the Code of Ethics or the Procedures and the sanctions imposed in response to material violations, and (b) certifies that each such Company has adopted procedures reasonably necessary to prevent Access Persons from violating the Code of Ethics.
6. Recordkeeping Requirements . On behalf of each Company, EVC shall maintain the following records at its principal place of business in an easily accessible place and make these records available to the Securities and Exchange Commission (SEC) or any representative of the SEC at any time and from time to time for reasonable periodic, special or other examination:
(1)
copies of the Code of Ethics currently in effect and in effect at any time within the past five (5) fiscal years;
(2)
a record of any violation of the Code of Ethics and of any action taken as a result of the violation, to be maintained for at least five (5) years after the end of the fiscal year in which the violation occurred;
(3)
copies of each report referred to in sections C or D.2 of the Policy on Personal Securities Transactions (Policy), Part II above, to be maintained for at least five (5) years after the end of the fiscal year in which the report is made or information provided (notwithstanding the foregoing, any confirmation relating to a Securities transaction subsequently reported in a monthly, quarterly or annual account statement may be disposed of following the receipt of such account statement);
23
(4)
a record of any approval to acquire a Security in an Initial Public Offering, with the reasons supporting the approval, for at least 5 years after the end of the fiscal year in which the approval is granted;
(5)
a record of any approval to acquire a Security in a Limited Offering, with the reasons supporting the approval, for at least 5 years after the end of the fiscal year in which the approval is granted;
(6)
a record of all persons, currently or within the past five (5) fiscal years, who are or were required to make reports referred to in section D.2 of the Policy and who are or were responsible for reviewing such reports;
(7)
copies of each certification referred to in paragraph 3 of these General Provisions made by a person who currently is, or in the past five (5) years was, subject to this Code of Ethics, to be maintained for at least five (5) years after the fiscal year in which the certification made; and
(8)
a copy of each Annual Report to a Fund Board referred to in paragraph 5 of these General Provisions, to be maintained for at least five (5) years after the end of the fiscal year in which it was made.
7. Confidentiality . All reports and other documents and information supplied by any employee of a Company or Access Person in accordance with the requirements of this Code of Ethics shall be treated as confidential, but are subject to review as provided herein and in the Procedures, by senior management of EVC, by representatives of the SEC, or otherwise as required by law, regulation, or court order.
8. Interpretations . If you have any questions regarding the meaning or interpretation of the provisions of this Code of Ethics, please consult with the Compliance Attorney.
9. Violations and Sanctions . Any employee of a Company who violates any provision of this Code of Ethics shall be subject to sanction, including but not limited to censure, a ban on personal Securities trading, disgorgement of any profit or taking of any loss, fines, and suspension or termination of employment. Each sanction shall be recommended by the Compliance Officer in consultation with the Chief Compliance Officer and approved by the Chief Legal Officer or Management Committee of EVC. In the event the Chief Compliance Officer violates any provisions of this Code of Ethics, the Chief Legal Officer shall recommend the sanction to be imposed for approval by the Management Committee of EVC.
If the Chief Compliance Officer believes that any Fund trustee who is not an employee of a Company has violated any provision of the Policy, he or she shall so advise the trustees of the Fund, providing full particulars. The Fund trustees, in consultation with counsel to the Fund and/or counsel to the Independent Fund Trustees, shall determine whether a material violation has occurred and may impose such sanctions as they deem appropriate.
In adopting and approving this Code of Ethics, the Company and the Fund Boards of Trustees do not intend that a violation of this Code of Ethics necessarily is or should be considered to be a violation of Rule 17j-1 under the Investment Company Act or Rule 204A-1 of the Investment Advisers Act.
24
EXHIBIT (q)
POWER OF ATTORNEY
We, the undersigned officers and Trustees/Directors of the Trusts, Corporations and Portfolios listed on Schedule A attached hereto (collectively, the Entities), do hereby severally constitute and appoint Thomas E. Faust Jr., Maureen A. Gemma, James F. Kirchner or Deidre E. Walsh, or any of them, to be true, sufficient and lawful attorneys, or attorney for each of us, to sign for each of us, in the name of each of us in the capacities indicated below, any Registration Statement on the prescribed form (including, but not limited to, Form N-1A, Form N-2 or Form N-14) and any and all amendments (including pre-effective and post-effective amendments) to a Registration Statement filed with the Securities and Exchange Commission on behalf of each of the respective Entities listed on Schedule A, in respect of shares or units of beneficial interest or common stock and other documents and papers relating thereto:
IN WITNESS WHEREOF we have hereunto set our hands on the date set forth opposite our respective signatures.
Signature |
Title |
Date |
/s/ John R. Baur John R. Baur |
President and Principal Executive Officer of International Income Portfolio |
March 1, 2013 |
/s/ Michael A. Cirami Michael A. Cirami |
President and Principal Executive Officer of Emerging Markets Local Income Portfolio and Global Macro Portfolio |
March 1, 2013 |
/s/ Cynthia J. Clemson Cynthia J. Clemson |
President and Principal Executive Officer of California Municipal Bond Fund, California Municipal Bond Fund II, California Municipal Income Trust, Investment Trust, Michigan Municipal Bond Fund, Michigan Municipal Income Trust, Municipals Trust II, National Municipal Opportunities Trust, New York Municipal Bond Fund, New York Municipal Bond Fund II, New York Municipal Income Trust, Ohio Municipal Bond Fund, Ohio Municipal Income Trust, Pennsylvania Municipal Bond Fund and Pennsylvania Municipal Income Trust |
March 1, 2013 |
/s/ Kathleen C. Gaffney Kathleen C. Gaffney |
President and Principal Executive Officer of Bond Portfolio |
March 1, 2013 |
/s/ Charles B. Gaffney Charles B. Gaffney |
President and Principal Executive Officer of Large-Cap Core Research Portfolio |
March 1, 2013 |
/s/ Samuel D. Isaly Samuel D. Isaly |
President and Principal Executive Officer of Worldwide Health Sciences Portfolio |
March 1, 2013 |
/s/ Hon. Robert Lloyd George Hon. Robert Lloyd George |
President and Principal Executive Officer of Asian Small Companies Portfolio, Greater China Growth Portfolio and Greater India Portfolio |
March 1, 2013 |
/s/ Thomas H. Luster Thomas H. Luster |
President and Principal Executive Officer of CMBS Portfolio, Inflation-Linked Securities Portfolio and Investment Grade Income Portfolio |
March 1, 2013 |
/s/ Michael R. Mach Michael R. Mach |
President and Principal Executive Officer of Large-Cap Value Portfolio and Tax-Managed Value Portfolio |
March 1, 2013 |
/s/ Thomas M. Metzold Thomas M. Metzold |
President and Principal Executive Officer of Massachusetts Municipal Bond Fund, Massachusetts Municipal Income Trust, Municipal Bond Fund, Municipal Bond Fund II, Municipal Income Trust, Municipals Trust, New Jersey Municipal Bond Fund and New Jersey Municipal Income Trust |
March 1, 2013 |
/s/ Scott H. Page Scott H. Page |
President and Principal Executive Officer of Floating-Rate Income Trust, Senior Floating-Rate Trust, Senior Income Trust, Floating Rate Portfolio and Senior Debt Portfolio |
March 1, 2013 |
Signature |
Title |
Date |
/s/ Lewis R. Piantedosi Lewis R. Piantedosi |
President and Principal Executive Officer of Large-Cap Growth Portfolio |
March 1, 2013 |
/s/ Duncan W. Richardson Duncan W. Richardson |
President and Principal Executive Officer of Growth Trust, Mutual Funds Trust, Series Trust, Special Investment Trust, Variable Trust, eUnits ™ International Trust, eUnits ™ U.S. Trust, eUnits ™ U.S. Trust II, eUnits ™ U.S. Trust III, eUnits ™ U.S. Trust IV, eUnits ™ U.S. Trust V, eUnits ™ U.S. Trust VI, Focused Growth Portfolio, International Equity Portfolio, Multi-Cap Growth Portfolio, Parametric Market Neutral Portfolio, SMID-Cap Portfolio, Tax-Managed Growth Portfolio, Tax-Managed International Equity Portfolio, Tax-Managed Multi-Cap Growth Portfolio and Tax-Managed Small-Cap Value Portfolio |
March 1, 2013 |
/s/ Walter A. Row, III Walter A. Row, III |
President and Principal Executive Officer of Enhanced Equity Income Fund, Enhanced Equity Income Fund II, Risk-Managed Diversified Equity Income Fund, Risk-Managed Equity Income Opportunities Fund, Tax-Managed Buy-Write Income Fund, Tax-Managed Buy-Write Opportunities Fund, Tax-Managed Diversified Equity Income Fund, Tax-Managed Global Buy-Write Opportunities Fund and Tax-Managed Global Diversified Equity Income Fund |
March 1, 2013 |
/s/ Judith A. Saryan Judith A. Saryan |
President and Principal Executive Officer of Tax-Advantaged Dividend Income Fund, Tax-Advantaged Global Dividend Income Fund, Tax-Advantaged Global Dividend Opportunities Fund, Dividend Builder Portfolio and Global Dividend Income Portfolio |
March 1, 2013 |
/s/ Susan Schiff Susan Schiff |
President and Principal Executive Officer of Government Obligations Portfolio and Short-Term U.S. Government Portfolio |
March 1, 2013 |
/s/ Eric A. Stein Eric A. Stein |
President and Principal Executive Officer of Global Macro Absolute Return Advantage Portfolio and Global Opportunities Portfolio |
March 1, 2013 |
/s/ Payson F. Swaffield Payson F. Swaffield |
President and Principal Executive Officer of Diversified Emerging Markets Local Income Fund, Inc., Limited Duration Income Fund, Managed Income Term Trust, Multi-Sector Income Trust, Municipal Income Term Trust, Preferred Dividend Income Trust, Series Fund, Inc., Short Duration Diversified Income Fund, Tax-Advantaged Bond and Option Strategies Fund, MSAM Completion Portfolio and MSAR Completion Portfolio |
March 1, 2013 |
/s/ Nancy B. Tooke Nancy B. Tooke |
President and Principal Executive Officer of Tax-Managed Small-Cap Portfolio |
March 1, 2013 |
/s/ Michael W. Weilheimer Michael W. Weilheimer |
President and Principal Executive Officer of Series Trust II, Boston Income Portfolio, High Income Opportunities Portfolio and Short Duration High Income Portfolio |
March 1, 2013 |
/s/ James F. Kirchner James F. Kirchner |
Treasurer and Principal Financial and Accounting Officer |
March 1, 2013 |
Signature |
Title |
Date |
/s/ Scott E. Eston Scott E. Eston |
Trustee/Director |
March 1, 2013 |
/s/ Benjamin C. Esty Benjamin C. Esty |
Trustee/Director |
March 1, 2013 |
/s/ Thomas E. Faust Jr. Thomas E. Faust Jr. |
Trustee/Director |
March 1, 2013 |
/s/ Allen R. Freedman Allen R. Freedman |
Trustee/Director |
March 1, 2013 |
/s/ William H. Park William H. Park |
Trustee/Director |
March 1, 2013 |
/s/ Ronald A. Pearlman Ronald A. Pearlman |
Trustee/Director |
March 1, 2013 |
/s/ Helen Frame Peters Helen Frame Peters |
Trustee/Director |
March 1, 2013 |
/s/ Lynn A. Stout Lynn A. Stout |
Trustee/Director |
March 1, 2013 |
/s/ Harriett Tee Taggart Harriett Tee Taggart |
Trustee/Director |
March 1, 2013 |
/s/ Ralph F. Verni Ralph F. Verni |
Trustee/Director |
March 1, 2013 |
POWER OF ATTORNEY
SCHEDULE A
Eaton Vance Growth Trust (Growth Trust)
Eaton Vance Investment Trust (Investment Trust)
Eaton Vance Managed Income Term Trust (Managed Income Term Trust)
Eaton Vance Municipals Trust (Municipals Trust)
Eaton Vance Municipals Trust II (Municipals Trust II)
Eaton Vance Mutual Funds Trust (Mutual Funds Trust)
Eaton Vance Series Fund, Inc. (Series Fund, Inc.)
Eaton Vance Series Trust (Series Trust)
Eaton Vance Series Trust II (Series Trust II)
Eaton Vance Special Investment Trust (Special Investment Trust)
Eaton Vance Variable Trust (Variable Trust)
Eaton Vance California Municipal Bond Fund (California Municipal Bond Fund)
Eaton Vance California Municipal Bond Fund II (California Municipal Bond Fund II)
Eaton Vance California Municipal Income Trust (California Municipal Income Trust)
Eaton Vance Diversified Emerging Markets Local Income Fund, Inc. (Diversified Emerging Markets Local Income Fund, Inc.)
Eaton Vance Enhanced Equity Income Fund (Enhanced Equity Income Fund)
Eaton Vance Enhanced Equity Income Fund II (Enhanced Equity Income Fund II)
Eaton Vance Floating-Rate Income Trust (Floating-Rate Income Trust)
Eaton Vance Limited Duration Income Fund (Limited Duration Income Fund)
Eaton Vance Massachusetts Municipal Bond Fund (Massachusetts Municipal Bond Fund)
Eaton Vance Massachusetts Municipal Income Trust (Massachusetts Municipal Income Trust)
Eaton Vance Michigan Municipal Bond Fund (Michigan Municipal Bond Fund)
Eaton Vance Michigan Municipal Income Trust (Michigan Municipal Income Trust)
Eaton Vance Multi-Sector Income Trust (Multi-Sector Income Trust)
Eaton Vance Municipal Bond Fund (Municipal Bond Fund)
Eaton Vance Municipal Bond Fund II (Municipal Bond Fund II)
Eaton Vance Municipal Income Trust (Municipal Income Trust)
Eaton Vance Municipal Income Term Trust (Municipal Income Term Trust)
Eaton Vance National Municipal Opportunities Trust (National Municipal Opportunities Trust)
Eaton Vance New Jersey Municipal Bond Fund (New Jersey Municipal Bond Fund)
Eaton Vance New Jersey Municipal Income Trust (New Jersey Municipal Income Trust)
Eaton Vance New York Municipal Bond Fund (New York Municipal Bond Fund)
Eaton Vance New York Municipal Bond Fund II (New York Municipal Bond Fund II)
Eaton Vance New York Municipal Income Trust (New York Municipal Income Trust)
Eaton Vance Ohio Municipal Bond Fund (Ohio Municipal Bond Fund)
Eaton Vance Ohio Municipal Income Trust (Ohio Municipal Income Trust)
Eaton Vance Pennsylvania Municipal Bond Fund (Pennsylvania Municipal Bond Fund)
Eaton Vance Pennsylvania Municipal Income Trust (Pennsylvania Municipal Income Trust)
Eaton Vance Preferred Dividend Income Trust (Preferred Dividend Income Trust)
Eaton Vance Risk-Managed Diversified Equity Income Fund (Risk-Managed Diversified Equity Income Fund)
Eaton Vance Risk-Managed Equity Income Opportunities Fund (Risk-Managed Equity Income Opportunities Fund)
Eaton Vance Senior Floating-Rate Trust (Senior Floating-Rate Trust)
Eaton Vance Senior Income Trust (Senior Income Trust)
Eaton Vance Short Duration Diversified Income Fund (Short Duration Diversified Income Fund)
Eaton Vance Tax-Advantaged Bond and Option Strategies Fund (Tax-Advantaged Bond and Option Strategies Fund)
Eaton Vance Tax-Advantaged Dividend Income Fund (Tax-Advantaged Dividend Income Fund)
Eaton Vance Tax-Advantaged Global Dividend Income Fund (Tax-Advantaged Global Dividend Income Fund)
Eaton Vance Tax-Advantaged Global Dividend Opportunities Fund (Tax-Advantaged Global Dividend Opportunities Fund)
Eaton Vance Tax-Managed Buy-Write Income Fund (Tax-Managed Buy-Write Income Fund)
Eaton Vance Tax-Managed Buy-Write Opportunities Fund (Tax-Managed Buy-Write Opportunities Fund)
Eaton Vance Tax-Managed Diversified Equity Income Fund (Tax-Managed Diversified Equity Income Fund)
Eaton Vance Tax-Managed Global Buy-Write Opportunities Fund (Tax-Managed Global Buy-Write Opportunities Fund)
Eaton Vance Tax-Managed Global Diversified Equity Income Fund (Tax-Managed Global Diversified Equity Income Fund)
e UNITs TM 2 Year International Equity Market Participation Trust: Upside to Cap / Buffered Downside ( e UNITs TM International Trust)
e Units TM 2 Year U.S. Market Participation Trust: Upside to Cap / Buffered Downside ( e Units TM U.S. Trust)
e Units TM 2 Year U.S. Market Participation Trust II: Upside to Cap / Buffered Downside ( e Units TM U.S. Trust II)
e Units TM 2 Year U.S. Market Participation Trust III: Upside to Cap / Buffered Downside ( e Units TM U.S. Trust III)
e Units TM 2 Year U.S. Market Participation Trust IV: Upside to Cap / Buffered Downside ( e Units TM U.S. Trust IV)
e Units TM 2 Year U.S. Market Participation Trust V: Upside to Cap / Buffered Downside ( e Units TM U.S. Trust V)
e Units TM 2 Year U.S. Market Participation Trust VI: Upside to Cap / Buffered Downside ( e Units TM U.S. Trust VI)
Portfolio Name
Trust Name
Asian Small Companies Portfolio
Eaton Vance Growth Trust
Bond Portfolio
Eaton Vance Special Investment Trust
Boston Income Portfolio
Eaton Vance Mutual Funds Trust
Eaton Vance Series Trust II
CMBS Portfolio
Eaton Vance Mutual Funds Trust
Eaton Vance Special Investment Trust
Dividend Builder Portfolio
Eaton Vance Special Investment Trust
Emerging Markets Local Income Portfolio
Eaton Vance Mutual Funds Trust
Floating Rate Portfolio
Eaton Vance Mutual Funds Trust
Eaton Vance Special Investment Trust
Focused Growth Portfolio
Eaton Vance Growth Trust
Global Dividend Income Portfolio
Eaton Vance Mutual Funds Trust
Global Macro Absolute Return Advantage Portfolio
Eaton Vance Mutual Funds Trust
Global Macro Portfolio
Eaton Vance Mutual Funds Trust
Global Opportunities Portfolio
Eaton Vance Mutual Funds Trust
Government Obligations Portfolio
Eaton Vance Mutual Funds Trust
Greater China Growth Portfolio
Eaton Vance Growth Trust
Greater India Portfolio
Eaton Vance Special Investment Trust
High Income Opportunities Portfolio
Eaton Vance Mutual Funds Trust
Inflation-Linked Securities Portfolio
Eaton Vance Special Investment Trust
International Equity Portfolio
Eaton Vance Mutual Funds Trust
International Income Portfolio
Eaton Vance Mutual Funds Trust
Investment Grade Income Portfolio
Eaton Vance Special Investment Trust
Large-Cap Core Research Portfolio
Eaton Vance Mutual Funds Trust
Eaton Vance Special Investment Trust
Large-Cap Growth Portfolio
Eaton Vance Special Investment Trust
Large-Cap Value Portfolio
Eaton Vance Special Investment Trust
MSAM Completion Portfolio
Eaton Vance Mutual Funds Trust
MSAR Completion Portfolio
Eaton Vance Mutual Funds Trust
Multi-Cap Growth Portfolio
Eaton Vance Growth Trust
Parametric Market Neutral Portfolio
Eaton Vance Mutual Funds Trust
Senior Debt Portfolio
Eaton Vance Mutual Funds Trust
Short Duration High Income Portfolio
Eaton Vance Mutual Funds Trust
Short-Term U.S. Government Portfolio
Eaton Vance Mutual Funds Trust
Eaton Vance Special Investment Trust
SMID-Cap Portfolio
Eaton Vance Growth Trust
Tax-Managed Growth Portfolio
Eaton Vance Mutual Funds Trust
Eaton Vance Series Trust
Tax-Managed International Equity Portfolio
Eaton Vance Mutual Funds Trust
Tax-Managed Multi-Cap Growth Portfolio
Eaton Vance Mutual Funds Trust
Tax-Managed Small-Cap Portfolio
Eaton Vance Mutual Funds Trust
Tax-Managed Small-Cap Value Portfolio
Eaton Vance Mutual Funds Trust
Tax-Managed Value Portfolio
Eaton Vance Mutual Funds Trust
Worldwide Health Sciences Portfolio
Eaton Vance Growth Trust
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