SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, For Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
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Eaton Vance Senior Income Trust
(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i) (1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
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[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement no.:
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(3) Filing Party:
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(4) Date Filed:
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EATON VANCE SENIOR INCOME TRUST
The Eaton Vance Building
255 State Street
Boston, Massachusetts 02109
September 7, 2001
Dear Shareholder:
You are cordially invited to attend the Annual Meeting of Shareholders of
Eaton Vance Senior Income Trust (the "Fund") to be held at the principal office
of the Fund, The Eaton Vance Building, 255 State Street, Boston, Massachusetts
02109, on Friday, October 26, 2001 at 1:30 P.M. (Boston time).
At this meeting you will be asked to consider the election of Trustees and
you will have an opportunity to hear a report on the Fund. The enclosed proxy
statement contains additional information.
We hope that you will be able to attend the meeting. Whether or not you
plan to attend and regardless of the number of shares you own, it is important
that your shares be represented. You are urged to complete, sign and date the
enclosed proxy card and return it in the enclosed postage-paid envelope as soon
as possible to assure that your shares are represented at the meeting.
Sincerely,
/s/ James B. Hawkes
James B. Hawkes
President and Trustee
IMPORTANT
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE ANNUAL MEETING. WHETHER
OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING IN PERSON, YOU ARE REQUESTED TO
COMPLETE, SIGN AND RETURN THE ENCLOSED PROXY CARD AS SOON AS POSSIBLE. YOU MAY
WITHDRAW YOUR PROXY IF YOU ATTEND THE ANNUAL MEETING AND DESIRE TO VOTE IN
PERSON.
EATON VANCE SENIOR INCOME TRUST
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held Friday, October 26, 2001
The Annual Meeting of Shareholders of Eaton Vance Senior Income Trust, a
Massachusetts business trust (the "Fund"), will be held at the principal office
of the Fund, The Eaton Vance Building, 255 State Street, Boston, Massachusetts
02109, on Friday, October 26, 2001 at 1:30 P.M. (Boston time), for the following
purposes:
1. To elect two Trustees of the Fund.
2. To consider and act upon any other matters which may properly come
before the Meeting and any adjourned session thereof.
The Board of Trustees has fixed the close of business on August 29, 2001 as
the record date for the determination of the shareholders of the Fund entitled
to notice of and to vote at the meeting and any adjournments thereof.
By Order of the Board of Trustees
/s/ Alan R. Dynner
Alan R. Dynner
Secretary
September 7, 2001
Boston, Massachusetts
IMPORTANT - SHAREHOLDERS CAN HELP THE BOARD OF TRUSTEES OF THE FUND AVOID THE
NECESSITY AND ADDITIONAL EXPENSE TO THE FUND OF FURTHER SOLICITATIONS TO OBTAIN
A QUORUM BY PROMPTLY RETURNING THE ENCLOSED PROXY. THE ENCLOSED ADDRESSED
ENVELOPE REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES AND IS INTENDED FOR
YOUR CONVENIENCE.
EATON VANCE SENIOR INCOME TRUST
The Eaton Vance Building
255 State Street
Boston, Massachusetts 02109
PROXY STATEMENT
A proxy is enclosed with the foregoing Notice of the Annual Meeting of
Shareholders of Eaton Vance Senior Income Trust (the "Fund"), to be held October
26, 2001 for the benefit of shareholders who do not expect to be present at the
meeting. This proxy is solicited on behalf of the Board of Trustees of the Fund,
and is revocable by the person giving it prior to exercise by a signed writing
filed with the Fund's Secretary, or by executing and delivering a later dated
proxy, or by attending the meeting and voting the shares in person. Each proxy
will be voted in accordance with its instructions; if no instruction is given,
an executed proxy will authorize the persons named as attorneys, or any of them,
to vote in favor of the election of each Trustee. This proxy material is being
mailed to shareholders on or about September 7, 2001.
The Board of Trustees of the Fund has fixed the close of business August
29, 2001, as the record date for the determination of the shareholders entitled
to notice of and to vote at the meeting and any adjournments thereof.
Shareholders at the close of business on the record date will be entitled to one
vote for each share held. As of August 29, 2001, there were 35,948,079 Common
Shares of beneficial interest, $.01 par value per share ("Common Shares") and
4,400 Auction Preferred Shares, $.01 per value per share, liquidation preference
$25,000 per share ("APS"), of the Fund outstanding. As of such date, no
shareholder beneficially owned more than 5% of the outstanding shares. The
Trustees and officers of the Fund, as a group, own beneficially less than 1% of
the shares of the Fund.
The Board of Trustees of the Fund knows of no business other than that
mentioned in Item 1 of the Notice of Meeting which will be presented for
consideration. If any other matters are properly presented, it is the intention
of the persons named as attorneys in the enclosed proxy to vote the proxies in
accordance with their judgment on such matters.
PROPOSAL 1. ELECTION OF TRUSTEES
The Fund's Declaration of Trust provides that the Board of Trustees shall
be divided into three classes. The term of office of the Class III Trustees
expires on the date of the 2001 Annual Meeting, and the term of office of the
Class I and Class II Trustees will expire one and two years thereafter,
respectively. Trustees chosen to succeed the Trustees whose terms are expiring
will be elected for a three-year term. An effect of staggered terms is to limit
the ability of entities or persons to acquire control of the Fund.
The Fund's Declaration of Trust provides that a majority of the Trustees
shall fix the number of the entire Board and that such number shall be at least
two and no greater than fifteen. The Board has fixed the number of Trustees at
seven. Proxies will be voted for the election of the following two nominees.
Each nominee is presently serving as a Trustee and has consented to continue to
so serve. In the event that a nominee is unable to serve for any reason (which
is not now expected) when the election occurs, the accompanying Proxy will be
voted for such other person or persons as the Board of Trustees may recommend.
1
The Trustees serving until the 2001 Annual Meeting are Lynn A. Stout and
Jack L. Treynor. The Trustees serving until the 2002 Annual Meeting are Jessica
M. Bibliowicz, Donald R. Dwight and James B. Hawkes. The nominees to serve until
the 2003 Annual Meeting are Samuel L. Hayes, III and Norton H. Reamer. The
Trustees whose names are followed by (A) are APS Share Trustees.
The nominees and Trustees and their principal occupations for at least the
last five years are as follows. The Trustee whose name is followed by an
asterisk(*) is an "interested person" (as defined in the Investment Company Act
of 1940 (the "1940 Act")) by reason of his affiliations with Eaton Vance
Management ("EVM" or "Eaton Vance") the Fund's investment adviser, and Eaton
Vance Corp. ("EVC"), a holding company which owns all of the outstanding stock
of Eaton Vance Business Trust ("EVBT"), which owns all the outstanding stock of
EVM; and of EVM's trustee, Eaton Vance, Inc. ("EV"), which is a wholly-owned
subsidiary of EVC. (EVM, EVC, EVBT and their affiliates are sometimes referred
to collectively as the "EVC organization".) The Trustee whose name is followed
by two asterisks (**) is an "interested person" because of her affiliation with
a brokerage firm.
Under the terms of the Fund's By-Laws, as amended (the "By-Laws"), the
holders of the APS are entitled as a class, to the exclusion of the holders of
the Common Shares, to elect two Trustees of the Fund. No APS Trustees are to be
elected at this Meeting. Election of Trustees is non-cumulative.
TRUSTEES
Number of
Portfolios
Term of in Fund Other
Position(s) Office and Complex Directorships
Name, Address Held with Length of Principal Occupations During Past Five Overseen Held by
and Age Fund Time Served Years by Trustee Trustee
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(FOR TRUSTEES NOMINATED FOR ELECTION IN 2001:)
Lynn A. Stout Trustee Until 2004; Professor of Law, University of 79 None
405 Hilgard Avenue 2 Years California at Los Angeles, School of
Los Angeles, CA 90095 Law (since July 2001). Formerly,
Age: 43 Professor of Law, Georgetown University
Law Center.
Jack L. Treynor Trustee Until 2004; Investment Advisor and Consultant. 80 None
504 Via Almar 3 years
Palos Verdes Estates,
CA 90274
Age: 71
(FOR OTHER INDEPENDENT TRUSTEES:)
Donald R. Dwight (A) Trustee Until 2002; President of Dwight Partners, Inc. (a 83 Trustee/
16 Clover Mill Lane 3 years corporate relations and communications Director of
Lyme, NH 03768 company). the Royce
Age: 70 Funds (mutual
funds).
Samuel L. Hayes, III (A) Trustee Until 2003; Jacob H. Schiff Professor of Investment 83 Trustee of
345 Nahatan Road 3 years Banking Emeritus, Harvard University Kobrick
Westwood, MA 02090 Graduate School of Business Investment
Age: 66 Administration. Trust (mutual
funds).
2
Number of
Portfolios
Term of in Fund Other
Position(s) Office and Complex Directorships
Name, Address Held with Length of Principal Occupations During Past Five Overseen Held by
and Age Fund Time Served Years by Trustee Trustee
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Norton H. Reamer Trustee Until 2003; Chairman and Chief Operating Officer, 83 None
One International Place 3 years Hellman, Jordan Management Co., Inc. (an
Boston, MA 02110 investment management company) (since
Age: 65 November 2000) and President, Jordan
Simmons Capital LLC (manager of energy
related investments) (since November
2000). President, Unicorn Corporation
(an investment and financial advisory
services company) (since September 2000).
Previously, Chairman of the Board and
Chief Executive Officer, United Asset
Management Corporation (a holding
company owning institutional investment
management firms). Previously he also
served as Chairman, President and
Director, UAM Funds (mutual funds).
(FOR REMAINING TRUSTEES:)
James B. Hawkes* President Until 2002; Chairman, President and Chief Executive 83 None
255 State Street and Trustee 3 years Officer of EVM, EVBT, EVC and EV.
Boston, MA 02109
Age: 59
Jessica M. Bibliowicz** Trustee Until 2002; President and Chief Executive Officer of 78 None
787 Seventh Avenue 2 years National Financial Partners (a financial
New York, NY 10019 services company) (since April 1999).
Age: 41 Formerly President and Chief Operating
Officer of John A. Levin & Co. (a
registered investment advisor) (July
1997 to April 1999) and a Director of
Baker, Fentress & Company which owns
John A. Levin & Co. (July 1997 to April
1999). Prior thereto, Executive Vice
President of Smith Barney Mutual Funds.
The following table shows the dollar range of shares beneficially owned by
each Trustee in the Fund and the Eaton Vance complex of funds:
Aggregate Dollar Range of Equity
Securities in all
Dollar Range of Eaton Vance funds
Name of Trustee Fund Shares Held Overseen by Trustee
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Lynn A. Stout -0- $50,001 - $100,000*
Jack L. Treynor -0- $1 - $10,000
Donald R. Dwight -0- Over $100,000*
Samuel L. Hayes -0- Over $100,000*
Norton H. Reamer -0- Over $100,000
James B. Hawkes Over $100,000 Over $100,000
Jessica M. Bibliowicz -0- $10,001 - $50,000
* Includes shares held in trustee deferred compensation plan.
3
During the fiscal year ended June 30, 2001, the Trustees of the Fund met
eight times, the Special Committee met four times and the Audit Committee met
twice. Each Trustee attended at least 75% of the Board and committee meetings on
which he or she serves.
The Nominating Committee is comprised of all the Trustees who are not
"interested persons" as that term is defined under the 1940 Act. Messrs. Treynor
(Chairman), Dwight, Hayes, Reamer and Ms. Stout are currently serving on the
Committee. The purpose of the Committee is to recommend to the Board nominees
for the position of noninterested trustee and to assure that at least a majority
of the Board of Trustees is independent of Eaton Vance and its affiliates. The
Board will, when a vacancy exists or is anticipated, consider any nominee for
trustee recommended by a shareholder if such recommendation is submitted to the
Board in writing and contains sufficient background information concerning the
individual to enable a proper judgment to be made as to such individual's
qualifications.
Messrs. Hayes (Chairman), Dwight, Reamer and Ms. Stout are members of the
Special Committee of the Board of Trustees of the Fund. The purpose of the
Special Committee is to consider, evaluate and make recommendations to the full
Board concerning (i) all contractual arrangements with service providers to the
Fund, including investment advisory, administrative, transfer agency, custodial
and fund accounting and distribution services (if any), and (ii) all other
matters in which Eaton Vance or its affiliates has any actual or potential
conflict of interest with the Fund or its shareholders.
Messrs. Treynor (Chairman), Dwight and Reamer are members of the Audit
Committee of the Board of Trustees of the Fund. Each member is independent of
the Fund, as defined by New York Stock Exchange Listing Standards. The Audit
Committee's functions include making recommendations to the Board regarding the
selection of the independent certified public accountants, and reviewing matters
relative to trading and brokerage policies and practices, accounting and
auditing practices and procedures, accounting records, internal accounting
controls, and the functions performed by the custodian, transfer agent and
dividend disbursing agent of the Fund. Set forth below under "Additional
Information" is the Audit Committee's Report.
REMUNERATION OF TRUSTEES
The fees and expenses of those Trustees of the Fund who are not members of
the Eaton Vance organization will be paid by the Fund. For the fiscal year ended
June 30, 2001, the noninterested Trustees of the Fund earned the following
compensation in their capacities as Trustees of the Fund, and for the year ended
December 31, 2000 earned the following compensation in their capacities as
Trustees of the funds in the Eaton Vance fund complex(1):
Total
Aggregate Compensation
Compensation From Fund
Name of Trustee from Fund and Fund Complex
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Jessica M. Bibliowicz $2,690 $160,000
Donald R. Dwight 3,444 162,500(2)
Samuel L. Hayes, III 3,737 170,000
Norton H. Reamer 3,441 160,000
Lynn A. Stout 3,780 160,000(3)
Jack L. Treynor 3,845 170,000
(1) As of August 1, 2001, the Eaton Vance fund complex consisted of 83
registered investment companies or series thereof.
(2) Includes $60,000 of deferred compensation.
(3) Includes $16,000 of deferred compensation.
4
Trustees of the Fund who are not affiliated with Eaton Vance may elect to
defer receipt of all or a percentage of their annual fees in accordance with the
terms of a Trustees Deferred Compensation Plan (the "Trustees' Plan"). Under the
Trustees' Plan, an eligible Trustee may elect to have his deferred fees invested
by the Fund in the shares of one or more funds in the Eaton Vance Family of
Funds, and the amount paid to the Trustees under the Trustees' Plan will be
determined based upon the performance of such investments. Deferral of Trustees'
fees in accordance with the Trustees' Plan will have a negligible effect on the
Fund's assets, liabilities, and net income per share, and will not obligate the
Fund to retain the services of any trustee or obligate the Fund to pay any
particular level of compensation to the trustee. The Fund does not have a
retirement plan for its Trustees.
The Trustees shall be elected by the affirmative vote of a majority of the
Fund's shares voting at the Annual Meeting.
THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE ELECTION OF
THE TWO NOMINEES TO THE FUND'S BOARD OF TRUSTEES.
NOTICE TO BANKS AND BROKER/DEALERS
The Fund has previously solicited all Nominee and Broker/Dealer accounts as
to the number of additional proxy statements required to supply owners of
shares. Should additional proxy material be required for beneficial owners,
please forward such requests to PFPC, Inc. Attention: Mr. Joseph P. Lundbohm,
P.O. Box 8030, Boston, MA 02266.
ADDITIONAL INFORMATION
AUDIT COMMITTEE REPORT. The Audit Committee reviewed and discussed the audited
financial statements with Fund management. The Audit Committee also discussed
with the independent auditors the matters required to be discussed by SAS 61
(Codification of Statements on Auditing Standards). The Audit Committee received
the written disclosures and the letter from the independent accountants required
by Independence Standards Board Standard No. 1 (Independence Standards Board
Standard No. 1, Independence Discussions with Audit Committees), and discussed
with the independent accountants their independence.
Based on the review and discussions referred to above, the Audit Committee
recommended to the Board of Trustees that the audited financial statements be
included in the Fund's annual report to shareholders for the fiscal year ended
June 30, 2001 for filing with the Securities and Exchange Commission.
Jack L. Treynor, Chairman
Donald R. Dwight
Norton H. Reamer
AUDITORS, AUDIT FEES AND ALL OTHER FEES. Deloitte & Touche LLP ("Deloitte"), 200
Berkeley Street, Boston, Massachusetts 02116, serves as independent certified
public accountants of the Fund. Deloitte is expected to be represented at the
Annual Meeting, but if not, a representative will be available by telephone
should the need for consultation arise. For the most recent fiscal year, the
Fund paid an aggregate of $111,180 in professional fees to their auditors,
Deloitte. Deloitte also provides services to numerous other investment companies
sponsored by Eaton Vance. Total fees paid to Deloitte by Eaton Vance Corp. (and
its affiliates) for the most recent fiscal year ended October 31, 2000 were
$259,000. The Audit Committee and Board of Trustees of the Fund are aware that
Deloitte provides services to the Eaton Vance organization.
5
OFFICERS OF THE FUND. The officers of the Fund, with their ages indicated in
parenthesis, are as follows: James B. Hawkes (59), President; Scott H. Page
(41), Vice President and Co-Portfolio Manager, and Vice President of Eaton
Vance; Payson F. Swaffield (45), Vice President and Co-Portfolio Manager, and
Vice President of Eaton Vance; Michael W. Weilheimer (40), Vice President, and
Vice President of Eaton Vance; Alan R. Dynner (60), Secretary, and Vice
President and Secretary of Eaton Vance; James L. O'Connor (56), Treasurer, and
Vice President of Eaton Vance; Barbara E. Campbell (44), Assistant Treasurer,
and Vice President of Eaton Vance; Janet E. Sanders (65), Assistant Treasurer
and Assistant Secretary, and Vice President of Eaton Vance; A. John Murphy (38),
Assistant Secretary, and Vice President of Eaton Vance; and Eric G. Woodbury
(44), Assistant Secretary, and Vice President of Eaton Vance. All of the
officers of the Fund have been employed by Eaton Vance or their predecessors for
more than five years except Mr. Dynner, who was a Partner of the law firm of
Kirkpatrick & Lockhart LLP, New York and Washington D.C., and Executive Vice
President of Neuberger & Berman Management, Inc., a mutual fund management
company, prior to November 1, 1996. Because of their positions with Eaton Vance
and their ownership of Eaton Vance Corp. stock, the officers of the Fund will
benefit from the advisory and administration fees paid by the Fund to Eaton
Vance. As of the record date, the officers of the Fund owned 19,000 shares.
INVESTMENT ADVISER AND ADMINISTRATOR. Eaton Vance Management with its principal
office at The Eaton Vance Building, 255 State Street, Boston, Massachusetts
02109, serves as the investment adviser and administrator to the Fund.
PROXY SOLICITATION AND TABULATION. The expense of preparing, printing and
mailing this Proxy Statement and enclosures and the costs of soliciting proxies
on behalf of the Board of Trustees of the Fund will be borne by the Fund.
Proxies will be solicited by mail and may be solicited in person or by
telephone, telegraph or facsimile by officers of the Fund, by personnel of its
administrator, Eaton Vance, by the transfer agent, PFPC, Inc., or by
broker-dealer firms. The expenses connected with the solicitation of these
proxies and with any further proxies which may be solicited by the Fund's
officers, by Eaton Vance personnel, by the transfer agent, PFPC, Inc., or by
broker-dealer firms, in person, or by telephone, by telegraph or by facsimile
will be borne by the Fund. A written proxy may be delivered to the Fund or its
transfer agent prior to the meeting by facsimile machine, graphic communication
equipment or similar electronic transmission. The Fund will reimburse banks,
broker-dealer firms, and other persons holding shares registered in their names
or in the names of their nominees, for their expenses incurred in sending proxy
material to and obtaining proxies from the beneficial owners of such shares.
Total estimated costs are $15,000.
All proxy cards solicited by the Board of Trustees that are properly
executed and received by the Secretary prior to the meeting, and which are not
revoked, will be voted at the meeting. Shares represented by such proxies will
be voted in accordance with the instructions thereon. If no specification is
made on the proxy card with respect to Proposal 1, it will be voted for the
matters specified on the proxy card. For purposes of determining the presence or
absence of a quorum and for determining whether sufficient votes have been
received for approval of any matter to be acted upon at the meeting, abstentions
and broker non-votes (i.e., proxies from brokers or nominees indicating that
such persons have not received instructions from the beneficial owner or other
person entitled to vote shares on a particular matter with respect to which the
brokers or nominees do not have discretionary power) will be treated as shares
that are present at the meeting but which have not been voted. Accordingly,
abstentions and broker non-votes will assist the Fund in obtaining a quorum but
will have no effect on the outcome of Proposal 1.
6
In the event that sufficient votes by the shareholders of the Fund in favor
of any Proposal set forth in the Notice of this meeting are not received by
October 26, 2001, the persons named as attorneys in the enclosed proxy may
propose one or more adjournments of the meeting to permit further solicitation
of proxies. A shareholder vote may be taken on one or more of the Proposals in
this Proxy Statement prior to such adjournment if sufficient votes have been
received and it is otherwise appropriate. Any such adjournment will require the
affirmative vote of the holders of a majority of the shares present in person or
by proxy at the session of the meeting to be adjourned. The persons named as
attorneys in the enclosed proxy will vote in favor of such adjournment those
proxies which they are entitled to vote in favor of the Proposal for which
further solicitation of proxies is to be made. They will vote against any such
adjournment those proxies required to be voted against such Proposal. The costs
of any such additional solicitation and of any adjourned session will be borne
by the Fund.
THE FUND WILL FURNISH, WITHOUT CHARGE A COPY OF THE FUND'S ANNUAL OR
SEMI-ANNUAL REPORTS TO ANY SHAREHOLDER UPON REQUEST. SHAREHOLDERS DESIRING TO
OBTAIN A COPY OF SUCH REPORT SHOULD WRITE TO THE FUND C/O PFPC, INC., ATTN: MR.
JOSEPH P. LUNDBOHM, P.O. BOX 8030, BOSTON, MA 02266, OR CALL 1-800-331-1710.
SHAREHOLDER PROPOSALS
Any proposals of shareholders that are intended to be presented at the
Fund's 2002 Annual Meeting of Shareholders must be received at the Fund's
principal office no later than June 15, 2002 and must comply with all legal
requirements in order to be included in the Fund's proxy statement and form of
proxy for that meeting.
EATON VANCE SENIOR INCOME TRUST
September 7, 2001
7
PROXY
EATON VANCE SENIOR INCOME TRUST
Annual Meeting of Shareholders, October 26, 2001
Proxy Solicited on Behalf of Board of Trustees
The undersigned holder of shares of beneficial interest of Eaton Vance
Senior Income Trust, a Massachusetts business trust (the "Fund"), hereby
appoints JAMES B. HAWKES, ALAN R. DYNNER and ERIC G. WOODBURY, and each of them,
with full power of substitution and revocation, as proxies to represent the
undersigned at the Annual Meeting of Shareholders of the Fund to be held at the
principal office of the Fund, The Eaton Vance Building, 255 State Street,
Boston, Massachusetts 02109, on Friday, October 26, 2001 at 1:30 P.M., and at
any and all adjournments thereof, and to vote all shares of beneficial interest
of the Fund which the undersigned would be entitled to vote, with all powers the
undersigned would possess if personally present, in accordance with the
instructions on this proxy.
PLEASE VOTE, DATE, AND SIGN ON OTHER SIDE AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE.
SEE REVERSE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE SIDE
Please mark
[ X ] votes as in
this example.
WHEN THIS PROXY IS PROPERLY EXECUTED, THE SHARES REPRESENTED HEREBY WILL BE
VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED FOR
THE PROPOSAL SET FORTH BELOW AND IN THE DISCRETION OF THE PROXIES WITH RESPECT
TO ALL OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE ANNUAL MEETING AND ANY
ADJOURNMENTS THEREOF. THE UNDERSIGNED ACKNOWLEDGES RECEIPT OF THE ACCOMPANYING
NOTICE OF ANNUAL MEETING AND PROXY STATEMENT.
1. To elect two Trustees of the Fund as follows:
Nominees: (01) Lynn A. Stout and
(02) Jack L. Treynor
FOR WITHHELD
ALL [ ] [ ] FROM ALL
NOMINEES NOMINEES
[ ] -------------------------------------
(Instructions: To withhold authority to vote for any
nominee, write those nominees' names above:)
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]
MARK HERE FOR COMMENT AND NOTE AT LEFT [ ]
Please sign this proxy exactly as your name appears on the
books of the Fund. Joint owners should each sign personally.
Trustees and other fiduciaries should indicate the capacity
in which they sign, and where more than one name appears, a
majority must sign. If a corporation, this signature should
be that of an authorized officer who should state his or her
title.
Signature:______________ Date:________ Signature:______________ Date:________