Eaton Vance Tax-Advantaged Dividend Income Fund DEFA14A, filed Nov 30, 2020
Eaton Vance Tax-Advantaged Dividend Income Fund (EVT)
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))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-12
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Eaton Vance California Municipal Bond Fund Eaton Vance California Municipal Income Trust Eaton Vance Enhanced Equity Income Fund Eaton Vance Enhanced Equity Income Fund II Eaton Vance Floating-Rate 2022 Target Term Trust Eaton Vance High Income 2021 Target Term Trust Eaton Vance Limited Duration Income Fund Eaton Vance Municipal Bond Fund Eaton Vance Municipal Income Trust Eaton Vance Municipal Income 2028 Term Trust Eaton Vance National Municipal Opportunities Trust Eaton Vance New York Municipal Bond Fund Eaton Vance Risk-Managed Diversified Equity Income Fund Eaton Vance Short Duration Diversified Income Fund Eaton Vance Tax-Managed Buy-Write Income Fund Eaton Vance Tax-Managed Buy-Write Opportunities Fund Eaton Vance Tax-Managed Buy-Write Strategy Fund Eaton Vance Tax-Managed Diversified Equity Income Fund Eaton Vance Tax-Advantaged Dividend Income Fund Eaton Vance Tax-Managed Global Buy-Write Opportunities Fund Eaton Vance Tax-Managed Global Diversified Equity Income Fund Eaton Vance Tax-Advantaged Global Dividend Income Fund Eaton Vance Tax-Advantaged Global Dividend Opportunities Fund (Name of Registrant as Specified in Its Charter) |
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(1) Title of each class of securities to which transaction applies:
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CLOSED-END FUND
FACT SHEET FOR:
EATON VANCE FUNDS
| SPECIAL MEETING IMPORTANT DATES | SPECIAL MEETING LOCATION | |||
| Record Date | OCTOBER 29, 2020 | PRINCIPAL OFFICE OF THE FUNDS | ||
|
Approximate Mail Date |
NOVEMBER 25, 2020 | TWO INTERNATIONAL PLACE | ||
| Meeting Date |
JANUARY 7, 2021 @ 11:30 AM (ET) |
BOSTON, MASSACHUSETTS 02110 | ||
| ADDITIONAL INFORMATION | CONTACT INFORMATION | |||
| Tickers | SEE PAGES 4-5 | Inbound Line | 1-800-622-1569 | |
| CUSIPs | SEE PAGES 4-5 | Website | https://funds.eatonvance.com/closed-end-fund-and-term-trust-documents.php | |
What are Shareholders being asked to vote on?
PROPOSAL 1: Approval of a new investment advisory agreement for each Fund listed below with Eaton Vance Management (“Eaton Vance”);
| 1A.: | EVM, CEV, EOI, EOS, EVV, EIM, EVN, ENX, ETJ, EVG, ETB, ETV, ETY, EVT, ETW, EXG, ETG, and ETO |
Approval of a new investment advisory agreement with Eaton Vance to continue to serve as the Fund’s investment adviser;
| 1B: | EFL, EHT, ETX, EOT, and EXD |
Approval of a new investment advisory and administrative agreement with Eaton Vance to continue to serve as the Fund’s investment adviser and administrator;
PROPOSAL 2: Approval of a new investment sub-advisory agreement for each Fund listed below;
| 2A.: | ETG, ETO, and EXG |
Approval of a new investment sub-advisory agreement with Eaton Vance Advisers International Ltd. to continue to serve as the Fund’s investment sub-adviser;
| 2B: | ETB, ETV, ETW, and EXD |
Approval of a new investment sub-advisory agreement with Parametric Portfolio Associates LLC to continue to serve as the Fund’s investment sub-adviser;
What is happening?
On October 7, 2020, Eaton Vance Corp. (“EVC”), the parent company of Eaton Vance, each Fund’s investment adviser, entered into a definitive agreement and plan of merger (the “Merger Agreement”) with Morgan Stanley pursuant to which Morgan Stanley will acquire EVC and its affiliates, including Eaton Vance (the “Transaction”). The closing of the Transaction is subject to the completion or waiver of various conditions, and is expected to close in the second quarter of 2021 (the “Closing”).
The Transaction is relevant to your Fund(s) because Eaton Vance serves as investment adviser to the Funds. In addition, certain Funds have investment sub-advisory relationships with either Eaton Vance Advisers International Ltd. (“EVAIL”) or Parametric Portfolio Associates LLC (“Parametric”), each of which is a subsidiary of EVC. Upon the Closing, Eaton Vance, EVAIL, and Parametric will become indirect wholly-owned subsidiaries of Morgan Stanley.
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What are shareholders being asked to approve?
Shareholders of each Fund will be asked to approve a new investment advisory agreement with Eaton Vance and shareholders of certain Funds will also be asked to approve a new investment sub-advisory agreement (each, a “Proposal” and, collectively, the “Proposals”).
Upon the Closing, each Fund’s investment advisory agreement with Eaton Vance and, if applicable, investment sub-advisory agreement with EVAIL or Parametric may be deemed to automatically terminate.
Each Fund’s Board unanimously recommends that you approve a new investment advisory agreement with Eaton Vance and, if applicable, a new investment sub-advisory agreement with EVAIL or Parametric, to ensure that these entities will continue to serve as the Funds’ investment advisers and, if applicable, sub-advisers upon the Closing.
What is the applicable law that will cause the current investment advisory and investment sub-advisory agreements to terminate?
The Investment Company Act of 1940, as amended (the “1940 Act”), which regulates investment companies such as the Funds, requires investment advisory and investment sub-advisory agreements to terminate automatically in the event of an assignment of the agreement.
How will the Transaction affect Eaton Vance, EVAIL, and Parametric?
Following the Closing, Eaton Vance is expected to operate as an indirect wholly-owned subsidiary of Morgan Stanley and is expected to retain its existing portfolio management and other key personnel who provide services to the Funds. Further, EVAIL and Parametric are expected to maintain their respective portfolio management and other key personnel who provide services to the Funds.
How will the Transaction potentially benefit my Fund?
It is expected that the Transaction will deliver long-term financial benefits for the Funds. The combined business of EVC and Morgan Stanley will offer a unique public and private market investment solution set to clients in the industry and is expected to have the resources to bring deep capital markets and value-added service excellence to EVC and its affiliates’ relationships.
Approval of the new investment advisory and investment sub-advisory agreements will provide continuity of the investment program you selected through your investment in the Fund(s) and help to ensure that each Fund’s operations continue uninterrupted after the Closing.
How do the proposed new investment advisory and new investment sub-advisory agreements differ from my Fund’s current investment advisory and investment sub-advisory agreements?
While certain provisions have been updated, the proposed new investment advisory agreements with Eaton Vance are substantially similar to the current investment advisory agreements with Eaton Vance.
The proposed new investment sub-advisory agreements with EVAIL and Parametric are substantially similar to the current investment sub-advisory agreements with EVAIL and Parametric, respectively.
The services that your Fund(s) will receive under the new investment advisory agreement and, if applicable, investment sub-advisory agreement, are expected to be substantially similar to those it receives under the current investment advisory agreement and, if applicable, investment sub-advisory agreement.
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Will my Fund’s contractual management fee rates increase?
The investment advisory fee rates and the investment advisory and administrative services fee rates (referred to collectively as “management fee” rates) proposed for the Funds will remain the same as under their existing agreements. No sub-adviser will receive increased investment sub-advisory fees as a result of the Transaction.
Will the new investment advisory agreement and the new investment sub-advisory agreements result in any changes in the investment objective(s) or investment strategy of my Fund?
The new agreements are not expected to result in any changes to any Fund’s investment objective(s) or investment strategy.
Will the new investment advisory agreement and the new investment sub-advisory agreements result in any changes in the portfolio management?
The portfolio managers for each Fund are expected to continue in such roles upon the Closing.
Will one Proposal pass if the other Proposal is not approved?
The Proposals are subject to the Closing. If the Closing does not occur, the Proposals will be deemed null and the Boards will consider whether other appropriate actions are warranted.
Proposal 1 is not contingent on the approval of Proposal 2. Proposal 2, with respect to a particular Fund, is contingent upon approval of Proposal 1 by shareholders of that Fund.
If the shareholders of a given Fund do not approve Proposal 1, Proposal 2 will be deemed null with respect to that Fund and the Board of that Fund will then consider whether other appropriate actions, if any, are warranted.
Will the Transaction be completed if this Proposal is not approved?
The Closing may take place even if shareholders of a Fund(s) do not approve the Proposal(s). If this should happen, the Board(s) of such Fund(s) would consider what additional actions to take, which could include continuing to solicit approval of a new investment advisory agreement.
In addition, Eaton Vance could (and expects to) propose that the Board of each Fund approve an interim investment advisory agreement and, as applicable, an interim investment sub-advisory agreement to permit continuity of management while solicitation continues. The terms of the interim investment advisory and sub-advisory agreements would be identical to those of the current agreements except for term and escrow provisions required by applicable law.
Is my Fund paying for the Transaction or the proxy solicitation?
The Funds will not bear any portion of the costs associated with the Transaction. All costs of the Proxy Statement and the Meeting, including proxy solicitation costs, legal fees, and the costs of printing and mailing the Proxy Statement, will be borne by EVC.
THE BOARD OF TRUSTEES OF EACH FUND UNANIMOUSLY RECOMMENDS A VOTE “FOR”
PROPOSAL 1 AND, IF APPLICABLE, PROPOSAL 2
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| PHONE: | To cast your vote by telephone with a proxy specialist, call the toll-free number found on your proxy card. Representatives are available to take your voting instructions Monday through Friday 9:00 a.m. to 10:00 p.m. Eastern Time. |
| MAIL: | To vote your proxy by mail, check the appropriate voting box on the proxy card, sign, date and return the card in the enclosed postage-paid envelope. |
| TOUCH-TONE: | To cast your vote via a touch-tone voting line, call the toll-free number and enter the control number found on your proxy card. |
| INTERNET: | To vote via the Internet, go to the website on your proxy card and enter the control number found on your proxy card. |
ADDITIONAL INFORMATION REGARDING THE MEETING LOCATION
As part of the effort to maintain a safe and healthy environment at the Meeting, the Funds and the Funds’ Boards of Trustees (each a “Board” and, collectively, the “Boards”) are closely monitoring statements issued by the Centers for Disease Control and Prevention (cdc.gov) and local authorities regarding the novel coronavirus disease, COVID-19.
For that reason, the Boards reserve the right to reconsider the date, time, and/or means of convening the Meeting for one or more Funds. Subject to any restrictions imposed by applicable law, the Boards may choose to conduct the Meeting of one or more Funds solely by means of remote communications, or may hold a “hybrid” meeting where some participants attend in person and others attend by means of remote communications.
If the Boards choose to change the date, time, and/or means of convening the Meeting for a Fund, the Fund will publicly announce the decision to do so in advance, and details on how to participate will be issued by press release and filed with the U.S. Securities and Exchange Commission as additional proxy material.
Proxy Materials Are Available Online At:
https://funds.eatonvance.com/closed-end-fund-and-term-trust-documents.php
The role of AST Fund Solutions as proxy solicitor is mentioned on page _ of the Proxy Statement.
| NAME OF FUND | TICKER | CUSIP |
| Eaton Vance California Municipal Bond Fund | EVM | 27828A100 |
| Eaton Vance California Municipal Income Trust | CEV | 27826F101 |
| Eaton Vance Enhanced Equity Income Fund | EOI | 278274105 |
| Eaton Vance Enhanced Equity Income Fund II | EOS | 278277108 |
| Eaton Vance Floating-Rate 2022 Target Term Trust | EFL | 27831H100 |
| Eaton Vance Floating-Rate 2022 Target Term Trust VRTP | EFL | 27831H209 |
| Eaton Vance High Income 2021 Target Term Trust | EHT | 27829W101 |
| Eaton Vance Limited Duration Income Fund | EVV | 27828H105 |
| Eaton Vance Limited Duration Income Fund APS Series A | EVV | 27828H204 |
| Eaton Vance Limited Duration Income Fund APS Series B | EVV | 27828H303 |
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| NAME OF FUND | TICKER | CUSIP |
| Eaton Vance Limited Duration Income Fund APS Series C | EVV | 27828H402 |
| Eaton Vance Limited Duration Income Fund APS Series D | EVV | 27828H501 |
| Eaton Vance Limited Duration Income Fund APS Series E | EVV | 27828H600 |
| Eaton Vance Municipal Bond Fund | EIM | 27827X101 |
| Eaton Vance Municipal Income 2028 Term Trust | ETX | 27829U105 |
| Eaton Vance Municipal Income Trust | EVN | 27826U108 |
| Eaton Vance National Municipal Opportunities Trust | EOT | 27829L105 |
| Eaton Vance New York Municipal Bond Fund | ENX | 27827Y109 |
| Eaton Vance Risk-Managed Diversified Equity Income Fund | ETJ | 27829G106 |
| Eaton Vance Short Duration Diversified Income Fund | EVG | 27828V104 |
| Eaton Vance Tax-Advantaged Dividend Income Fund | EVT | 27828G107 |
| Eaton Vance Tax-Advantaged Global Dividend Income Fund | ETG | 27828S101 |
| Eaton Vance Tax-Advantaged Global Dividend Opportunities Fund | ETO | 27828U106 |
| Eaton Vance Tax-Managed Buy-Write Income Fund | ETB | 27828X100 |
| Eaton Vance Tax-Managed Buy-Write Opportunities Fund | ETV | 27828Y108 |
| Eaton Vance Tax-Managed Buy-Write Strategy Fund | EXD | 27829M103 |
| Eaton Vance Tax-Managed Diversified Equity Income Fund | ETY | 27828N102 |
| Eaton Vance Tax-Managed Global Buy-Write Opportunities Fund | ETW | 27829C105 |
| Eaton Vance Tax-Managed Global Diversified Equity Income Fund | EXG | 27829F108 |
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Eaton Vance Closed-End Funds
Abstention Script
(ABSTAIN FOR QUORUM)
Good (morning, afternoon, evening), my name is (AGENT’S FULL NAME).
May I please speak with (INVESTOR FULL NAME)?
(Re-Greet If Necessary)
I am calling on a recorded line regarding your current investment with Eaton Vance Closed-End Funds.
I apologize for any inconvenience; however, since I assume you are not able to attend the Joint Special Meeting of Shareholders for the Eaton Vance Funds scheduled to take place on January 7, 2021, I just wanted to confirm that you would like to vote Abstain?
(Pause For Response)
(Review Voting Options with Investor If Necessary)
If we identify any additional accounts you hold in the Eaton Vance Closed-End Funds before the meeting takes place, would you like us to vote those accounts in the same manner as well? (Pause For Response)
*CONFIRMATION: I am recording your (Recap Voting Instructions).
For confirmation purposes:
| · | Please state your full name. (Pause) |
| · | According to our records, you reside in (city, state, zip code). (Pause) |
| · | To ensure that we have the correct address for the written confirmation, please state your street address. (Pause) |
Thank you. You will receive written confirmation of this vote within 3 to 5 business days. Upon receipt, please review and retain for your records. If you should have any questions, please call the toll free number listed on the confirmation. Mr. /Ms. ___________, your vote is important and your time is greatly appreciated. Thank you and have a good (morning, afternoon, evening.)
REBUTTAL:
If you are unsure how to vote, you can simply Abstain which is neither a favorable nor an against vote. Doing so will ensure that your shares are represented at the upcoming Special Meeting of Shareholders, which will help avoid costly adjournments.
Would you like to Abstain?
Eaton Vance Closed-End Funds
Any Vote Call Guide
(Any Vote)
Good (morning, afternoon, evening), my name is (AGENT’S FULL NAME).
May I please speak with (SHAREHOLDER’S FULL NAME)?
(Re-Greet If Necessary)
I am calling on a recorded line regarding your current investment in the Eaton Vance Closed-End Funds.
The reason for my call is to inform you that the Joint Special Meeting of Shareholders is scheduled to take place on January 7, 2021 and currently our records indicate your vote has not been recorded.
The Board is recommending a vote “For” of the proposals, but you may also cast an “Against” or “Abstain” vote.
Would you like to vote “For”, “Against” or “Abstain”?
(Pause For Response)
(Review Voting Options with Shareholder If Necessary)
If we identify any additional accounts you own in the Eaton Vance Closed-End Funds before the meeting takes place, would you like to vote those accounts in the same manner as well?
(Pause For Response)
*Confirmation – I am recording your (Recap Voting Instructions).
For confirmation purposes:
| · | Please state your full name. (Pause) |
| · | According to our records, you reside in (city, state, zip code). (Pause) |
| · | To ensure that we have the correct address for the written confirmation, please state your street address. (Pause) |
Thank you. You will receive written confirmation of this vote within 3 to 5 business days. Upon receipt, please review and retain for your records. If you should have any questions, please call the toll free number listed on the confirmation. Mr. /Ms. ___________, your vote is important and your time is greatly appreciated. Thank you and have a good (morning, afternoon, evening.)
Eaton Vance Closed-End Funds
Level I Answering Machine Script
Hello.
I am calling regarding your investment in the Eaton Vance Closed-End Funds.
The Joint Special Meeting of Shareholders is scheduled to take place on January 7, 2021. All shareholders are being asked to consider and vote on important matters. As of today, your vote has not been registered.
Please contact us as soon as possible at 1-800-622-1569 Monday through Friday between the hours of 9:00am and 10:00pm Eastern Time.
Your vote is very important. Thank you and have a good day.
Eaton Vance Closed-End Funds
Level I Call Guide
(CONFIRM RECEIPT OF PROXY MATERIAL)
Good (morning, afternoon, evening), my name is (AGENT’S FULL NAME).
May I please speak with (SHAREHOLDER’S FULL NAME)?
(Re-Greet If Necessary)
I am calling on a recorded line regarding your current investment in the Eaton Vance Closed-End Funds. I wanted to confirm that you have received the proxy material for the Joint Special Meeting of Shareholders scheduled to take place on January 7, 2021.
Have you received the information?
(Pause for response)
If “Yes” or positive response:
If you’re not able to attend the meeting, I can record your voting instructions by phone. Your Board of Trustees is recommending a vote “For” the proposals.
If “No” or negative response:
I would be happy to review the meeting agenda and record your vote by phone. However, the Board of Trustees is recommending a vote “For” the proposals.
Would you like to vote along with the Board’s recommendation?
(Pause For Response)
(Review Voting Options with Shareholder If Necessary)
If we identify any additional accounts you hold in the Eaton Vance Closed-End Funds before the meeting takes place, would you like to vote those accounts in the same manner as well?
(Pause For Response)
*Confirmation – I am recording your (Recap Voting Instructions).
For confirmation purposes:
| · | Please state your full name. (Pause) |
| · | According to our records, you reside in (city, state, zip code). (Pause) |
| · | To ensure that we have the correct address for the written confirmation, please state your street address. (Pause) |
Thank you. You will receive written confirmation of this vote within 3 to 5 business days. Upon receipt, please review and retain for your records. If you should have any questions, please call the toll free number listed on the confirmation. Mr. /Ms. ___________, your vote is important and your time is greatly appreciated. Thank you and have a good (morning, afternoon, evening.)