Board of Directors. The Board of Directors of the U.S. Charitable Gift Trust (Gift Trust) appoints and oversees the performance and compensation of all service providers to the Gift Trust, Legacy Income Trusts, and Donor-Advised Funds, approves the investment guidelines of the Legacy Income Trusts and Donor-Advised Funds, and takes actions to maintain the Gift Trust’s status as a tax-exempt organization and a public charity under federal income tax law and the status of the Legacy Income Trusts as pooled income funds. The Board of Directors maintains ultimate control over all aspects of the offering and operations of the Gift Trust and related entities, including the power to replace the Trustee. The current Directors are as follows:
- Kathleen L. Ames, Director of Mary W. Harriman Foundation and the Ralph Lowell Society of WGBH. Overseer, Brookline Education Foundation. Life Trustee, Concord Academy, Concord, Massachusetts. Former Chair, Brookline School Committee.
- Jeffrey P. Beale, retired Vice President and Chief Administrative Officer of Eaton Vance Corp. Chairman of the Board of Directors, First Literacy Boston. Trustee of Peabody Essex Museum, Salem, Dana-Farber Cancer Institute, Boston and Historic New England, Boston.
- E. Michael Brown, retired Managing Director of Scudder, Stevens & Clark, Ltd. Former Chairman of the Board of Directors of Newton Wellesley Hospital and Newell Health Care System.
- Lawrence L. Fahey, Vice President and Director of Mutual Fund Services of Eaton Vance, Chief Operating Officer of the Placement Agent and Director of the Trustee. Director, First Literacy Boston and NICSA (National Investment Company Service Association). Co-Chair, Dana-Farber Leadership Council.
- Katharine Leness, Partner/Owner of Fund Liquidation Solutions. Trustee, Fessenden School, West Newton, Massachusetts. Overseer, Brookline Education Foundation. Board Member of One Love Boston and Kesem. Trustee, TBG Trust.
- Michelle A. Shell, Visiting Assistant Professor in Operations and Technology Management, Boston University Questrom School of Business. Member, WGBH Advisors Council, Boston Medical Center Exceptional Care Trust Board and Beth Israel Deaconess Medical Center Leadership Board. Former Chair, Massachusetts Convention Center Authority.
A majority of the Directors are unaffiliated with Eaton Vance, and no Director is affiliated with Renaissance Philanthropic Solutions Group (Administrator). Vacancies on the Board of Directors are filled by the remaining Directors. A majority of the Directors who are not affiliated with Eaton Vance must concur with the appointment of any new unaffiliated Director. Donors and income beneficiaries do not have voting rights or the right to participate in the selection of Directors. In accordance with federal tax law applicable to pooled income funds, the Directors are not eligible to be Donors or income beneficiaries of the Legacy Income Trusts.
Officers. In addition to delegating certain functions to Eaton Vance, the Trustee, the Administrator and the Placement Agent, the Board of Directors has appointed certain officers to take actions on behalf of the Gift Trust and related entities. The officers of the Gift Trust and related entities, each of whom is an officer of Eaton Vance or the Placement Agent, are as follows: Lawrence L. Fahey, President; Stephanie Rosander, Secretary; Michelle Rousseau, Assistant Secretary; A. John Murphy, Vice President; John Shea, Vice President; James Kirchner, Treasurer; and Michael Shattuck, Assistant Treasurer.
Limitation of Liability. The Directors will not have liability under the Declarations of Trust of the Gift Trust or Legacy Income Trusts for their actions or omissions, nor for actions or omissions of any of their officers, employees or agents to whom administrative or investment authority may be delegated, except as may be caused by the Directors’ bad faith or reckless indifference in the performance of their duties. Each of the Gift Trust or Legacy Income Trusts maintain insurance policies to protect such entities, the Board of Directors and the officers.
The Gift Trust or Legacy Income Trusts will indemnify the Directors against any liability to the fullest extent allowed by applicable law. Each of such entities may also indemnify and hold harmless certain service providers, their agents and nominees from any claims, losses, liabilities or expenses (including reasonable counsel fees and expenses), except as may arise from bad faith or reckless indifference in the performance of their duties. The Trustee does not have liability for its actions or omissions, except to the extent that such actions or inactions constitute bad faith or reckless indifference in the performance of its duties.