UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-CSR
CERTIFIED
SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act File Number: 811-21148
Eaton Vance New York Municipal Bond Fund
(Exact Name of Registrant as Specified in Charter)
Two
International Place, Boston, Massachusetts 02110
(Address of Principal Executive Offices)
Deidre E. Walsh
Two
International Place, Boston, Massachusetts 02110
(Name and Address of Agent for Services)
(617) 482-8260
(Registrant’s Telephone Number)
September 30
Date
of Fiscal Year End
September 30, 2023
Date of Reporting Period
Item 1. Reports to Stockholders
Eaton Vance
National Municipal Opportunities Trust (EOT)
Semiannual Report
September 30, 2023
Commodity Futures Trading Commission Registration. The Commodity Futures Trading Commission (“CFTC”) has adopted regulations 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 swap agreements) or markets itself as providing investment exposure to such instruments. The investment adviser has claimed an exclusion
from the definition of “commodity pool operator” under the Commodity Exchange Act with respect to its management of the Fund. Accordingly, neither the Fund nor the adviser with respect to the operation of the Fund is subject to CFTC
regulation. Because of its management of other strategies, the Fund’s adviser is registered with the CFTC as a commodity pool operator. The adviser is also registered as a commodity trading advisor.
Fund shares are not insured by the FDIC and are not deposits or
other obligations of, or guaranteed by, any depository institution. Shares are subject to investment risks, including possible loss of principal invested.
Semiannual Report September 30,
2023
Eaton Vance
National Municipal Opportunities Trust
Eaton Vance
National Municipal Opportunities Trust
September 30, 2023
Performance
Portfolio Manager(s) Cynthia J.
Clemson and William J. Delahunty, Jr., CFA
| %
Average Annual Total Returns1,2 |
Inception
Date |
Six
Months |
One
Year |
Five
Years |
Ten
Years |
| Fund
at NAV |
05/29/2009
|
(4.86)%
|
2.68%
|
0.18%
|
2.83%
|
| Fund
at Market Price |
—
|
(6.16)
|
3.03
|
(1.36)
|
3.32
|
|
| Bloomberg
Municipal Bond Index |
—
|
(4.05)%
|
2.66%
|
1.05%
|
2.29%
|
| %
Premium/Discount to NAV3 |
|
| As
of period end |
(4.87)%
|
| Distributions
4 |
|
| Total
Distributions per share for the period |
$0.375
|
| Distribution
Rate at NAV |
4.40%
|
| Taxable-Equivalent
Distribution Rate at NAV |
7.43
|
| Distribution
Rate at Market Price |
4.62
|
| Taxable-Equivalent
Distribution Rate at Market Price |
7.81
|
| %
Total Leverage5 |
|
| Residual
Interest Bond (RIB) Financing |
13.70%
|
See Endnotes and Additional Disclosures in this report.
Past performance is no guarantee of future results.
Returns are historical and are calculated net of management fees and other expenses by determining the percentage change in net asset value (NAV) or market price (as applicable) with all distributions reinvested in accordance with the Fund’s
Dividend Reinvestment Plan. Furthermore, returns do not reflect the deduction of taxes that shareholders may have to pay on Fund distributions or upon the sale of Fund shares. Performance at market price will differ from performance at NAV due to
variations in the Fund’s market price versus NAV, which may reflect factors such as fluctuations in supply and demand for Fund shares, changes in Fund distributions, shifting market expectations for the Fund’s future returns and
distribution rates, and other considerations affecting the trading prices of closed-end funds. Investment return and principal value will fluctuate so that shares, when sold, may be worth more or less than their original cost. Performance for
periods less than or equal to one year is cumulative. Performance is for the stated time period only; due to market volatility, current Fund performance may be lower or higher than the quoted return. For performance as of the most recent month-end,
please refer to eatonvance.com.
Eaton Vance
National Municipal Opportunities Trust
September 30, 2023
| Credit
Quality (% of total investments)1,2 |
Footnotes:
|
1 |
For
purposes of the Fund’s rating restrictions, ratings are based on Moody’s Investors Service, Inc. (“Moody’s”), S&P Global Ratings (“S&P”) or Fitch Ratings (“Fitch”), as applicable. If
securities are rated differently by the ratings agencies, the highest rating is applied. Ratings, which are subject to change, apply to the creditworthiness of the issuers of the underlying securities and not to the Fund or its shares. Credit
ratings measure the quality of a bond based on the issuer’s creditworthiness, with ratings ranging from AAA, being the highest, to D, being the lowest based on S&P’s measures. Ratings of BBB or higher by S&P or Fitch (Baa or
higher by Moody’s) are considered to be investment-grade quality. Credit ratings are based largely on the ratings agency’s analysis at the time of rating. The rating assigned to any particular security is not necessarily a reflection of
the issuer’s current financial condition and does not necessarily reflect its assessment of the volatility of a security’s market value or of the liquidity of an investment in the security. Holdings designated as “Not Rated”
(if any) are not rated by the national ratings agencies stated above. |
|
2 |
The
chart includes the municipal bonds held by a trust that issues residual interest bonds, consistent with the Portfolio of Investments. |
Eaton Vance
National Municipal Opportunities Trust
September 30, 2023
Endnotes and
Additional Disclosures
| 1 |
Bloomberg Municipal Bond
Index is an unmanaged index of municipal bonds traded in the U.S. Unless otherwise stated, index returns do not reflect the effect of any applicable sales charges, commissions, expenses, taxes or leverage, as applicable. It is not possible to invest
directly in an index. |
|
2 |
Performance
results reflect the effects of leverage. |
|
3 |
The shares
of the Fund often trade at a discount or premium to their net asset value. The discount or premium may vary over time and may be higher or lower than what is quoted in this report. For up-to-date premium/discount information, please refer to
https://funds.eatonvance.com/closed-end-fund-prices.php. |
|
4 |
The
Distribution Rate is based on the Fund’s last regular distribution per share in the period (annualized) divided by the Fund’s NAV or market price at the end of the period. The Fund’s distributions may be comprised of amounts
characterized for federal income tax purposes as tax-exempt income, qualified and non-qualified ordinary dividends, capital gains and nondividend distributions, also known as return of capital. The Fund may distribute more than its net
investment income and net realized capital gains and, therefore, a distribution may include a return of capital. The Fund will determine the federal income tax character of distributions paid to a shareholder after the end of the calendar year. This
is reported on the IRS form 1099-DIV and provided to the shareholder shortly after each year-end. For information about the tax character of distributions made in prior calendar years, please refer to Performance-Tax Character of Distributions on
the Fund’s webpage available at eatonvance.com. The Fund’s distributions are determined by the investment adviser based on its current assessment of the Fund’s long-term return potential. Fund distributions may be affected by
numerous factors including changes in Fund performance, the cost of financing for leverage, portfolio holdings, realized and projected returns, and other factors. As portfolio and market conditions change, the rate of distributions paid by the Fund
could change. Shareholders should not assume that the source of any distribution from the Fund is net income or profit, and the Fund's distributions should not be used as a measure of performance or confused with “yield” or
“income.” Taxable-equivalent performance is based on the highest combined federal and state income tax rates, where applicable. Lower tax rates would result in lower tax-equivalent performance. Actual tax rates will vary depending on
your income, exemptions and deductions. Rates do not include local taxes. |
|
5 |
Fund
employs RIB financing. The leverage created by RIB investments provides an opportunity for increased income but, at the same time, creates special risks (including the likelihood of greater price volatility). The cost of leverage rises and falls
with changes in short-term interest rates. See “Floating Rate Notes Issued in Conjunction with Securities Held” in the notes to the financial statements for more information about RIB financing. RIB leverage represents the amount of
Floating Rate Notes outstanding at period end as a percentage of Fund net assets plus Floating Rate Notes. |
| |
Fund profile subject to
change due to active management. |
| |
Important Notice to
Shareholders |
| |
On January
26, 2023, the Fund’s Board of Trustees voted to exempt, on a going forward basis, all prior and, until further notice, new acquisitions of Fund shares that otherwise might be deemed “Control Share Acquisitions” under the
Fund’s By-Laws from the Control Share Provisions of the Fund’s By-Laws. |
Eaton Vance
National Municipal Opportunities Trust
September 30, 2023
Portfolio of
Investments (Unaudited)
| Security
|
Principal
Amount
(000's omitted) |
Value
|
| Education
— 0.7% |
| Grand
Canyon University, 4.125%, 10/1/24 |
$
|
2,000
|
$
1,914,000 |
| |
|
|
$ 1,914,000
|
| Hospital
— 0.7% |
| Montefiore
Obligated Group, 4.287%, 9/1/50 |
$
|
3,240
|
$
1,891,943 |
| |
|
|
$ 1,891,943
|
| Other
Revenue — 0.9% |
| Morongo
Band of Mission Indians, 7.00%, 10/1/39(1) |
$
|
2,430
|
$
2,423,366 |
| |
|
|
$ 2,423,366
|
Total
Corporate Bonds
(identified cost $8,198,858) |
|
|
$ 6,229,309
|
| Tax-Exempt
Municipal Obligations — 108.5% |
| Security
|
Principal
Amount
(000's omitted) |
Value
|
| Education
— 2.0% |
| Arizona
Industrial Development Authority, (Doral Academy of Nevada), 5.00%, 7/15/49(1) |
$
|
560
|
$ 479,237
|
| Arizona
Industrial Development Authority, (Pinecrest Academy of Nevada), 4.00%, 7/15/50(1) |
|
185
|
135,979
|
| Boyle
County, KY, (Centre College), 4.50%, 6/1/53 |
|
1,000
|
911,070
|
| Capital
Trust Agency, FL, (Florida Charter Educational Foundation, Inc.): |
|
|
|
| 5.375%,
6/15/38(1) |
|
210
|
194,760
|
| 5.375%,
6/15/48(1) |
|
395
|
342,410
|
| District
of Columbia, (KIPP DC), 4.00%, 7/1/44 |
|
410
|
345,499
|
| Illinois
Finance Authority, (DePaul College Prep Foundation), 5.625%, 8/1/53(1) |
|
750
|
717,075
|
| Jacksonville,
FL, (Jacksonville University), 5.00%, 6/1/53(1) |
|
1,000
|
824,040
|
| Public
Finance Authority, WI, (North Carolina Leadership Academy), 5.00%, 6/15/54(1) |
|
455
|
374,520
|
| Public
Finance Authority, WI, (Roseman University of Health Sciences): |
|
|
|
| 4.00%,
4/1/52(1) |
|
245
|
175,361
|
| 5.00%,
4/1/40(1) |
|
620
|
576,494
|
| 5.00%,
4/1/50(1) |
|
165
|
143,438 |
| Security
|
Principal
Amount
(000's omitted) |
Value
|
| Education
(continued) |
| Yonkers
Economic Development Corp., NY, (Lamartine/Warburton, LLC - Charter School of Educational Excellence): |
|
|
|
| 5.00%,
10/15/49 |
$
|
70
|
$
59,533 |
| 5.00%,
10/15/54 |
|
110
|
91,645
|
| |
|
|
$ 5,371,061
|
| Electric
Utilities — 6.5% |
| Austin,
TX, Electric Utility Revenue, 5.25%, 11/15/53(2) |
$
|
4,000
|
$
4,150,320 |
| Burke
County Development Authority, GA, (Oglethorpe Power Corp.), 4.125%, 11/1/45 |
|
5,750
|
4,647,322
|
| Hawaii
Department of Budget and Finance, (Hawaiian Electric Co., Inc.), 3.20%, 7/1/39 |
|
1,000
|
640,880
|
| Lower
Colorado River Authority, TX, (LCRA Transmission Services Corp.), 5.50%, 5/15/47 |
|
2,000
|
2,094,400
|
| New
York Power Authority, Green Bonds, 4.00%, 11/15/55 |
|
2,000
|
1,740,260
|
| Omaha
Public Power District, NE, 5.00%, 2/1/47 |
|
4,000
|
4,124,355
|
| |
|
|
$ 17,397,537
|
| Escrowed/Prerefunded
— 0.4% |
| New
Jersey Economic Development Authority, (School Facilities Construction), Prerefunded to 12/15/28, 5.00%, 6/15/43 |
$
|
275
|
$
295,716 |
| Public
Finance Authority, WI, (Roseman University of Health Sciences): |
|
|
|
| Prerefunded
to 4/1/30, 5.00%, 4/1/40(1) |
|
35
|
37,761
|
| Prerefunded
to 4/1/30, 5.00%, 4/1/50(1) |
|
10
|
10,789
|
| Prerefunded
to 4/1/32, 4.00%, 4/1/52(1) |
|
5
|
5,171
|
| Southwestern
Illinois Development Authority, (Memorial Group, Inc.), Prerefunded to 11/1/23, 7.25%, 11/1/33 |
|
770
|
771,648
|
| |
|
|
$ 1,121,085
|
| General
Obligations — 15.4% |
| Chicago
Board of Education, IL, 5.00%, 12/1/42 |
$
|
6,410
|
$
5,914,315 |
| Denton
Independent School District, TX, (PSF Guaranteed), 5.00%, 8/15/53(1)(2) |
|
4,000
|
4,168,560
|
| Illinois:
|
|
|
|
| 4.25%,
12/1/37 |
|
6,000
|
5,609,940
|
| 5.00%,
5/1/36 |
|
3,500
|
3,445,995
|
| Jackson
County School District No. 6, OR, 0.00%, 6/15/41 |
|
710
|
279,229
|
| Klein
Independent School District, TX, (PSF Guaranteed), 4.00%, 8/1/48 |
|
1,555
|
1,367,467
|
| Lamar
Consolidated Independent School District, TX, (PSF Guaranteed), 5.00%, 2/15/58(1)(2) |
|
2,500
|
2,558,725 |
5
See Notes to Financial Statements.
Eaton Vance
National Municipal Opportunities Trust
September 30, 2023
Portfolio of
Investments (Unaudited) — continued
| Security
|
Principal
Amount
(000's omitted) |
Value
|
| General
Obligations (continued) |
| Leander
Independent School District, TX, (PSF Guaranteed), 5.00%, 8/15/47(2) |
$
|
4,000
|
$
4,118,000 |
| Pasadena
Independent School District, TX, (PSF Guaranteed), 4.25%, 2/15/53(3) |
|
5,000
|
4,517,800
|
| Puerto
Rico: |
|
|
|
| 0.00%,
7/1/33 |
|
2,000
|
1,182,080
|
| 4.00%,
7/1/35 |
|
2,033
|
1,771,577
|
| San
Diego Unified School District, CA, (Election of 2022), Sustainability Bonds, 5.00%, 7/1/48(3) |
|
4,000
|
4,200,240
|
| Township
of Freehold, NJ: |
|
|
|
| 1.00%,
10/15/29 |
|
575
|
464,226
|
| 1.00%,
10/15/30 |
|
1,035
|
804,847
|
| 1.00%,
10/15/31 |
|
975
|
729,865
|
| |
|
|
$ 41,132,866
|
| Hospital
— 6.1% |
| Chattanooga
Health, Educational and Housing Facility Board, TN, (CommonSpirit Health), 4.00%, 8/1/44 |
$
|
670
|
$
559,537 |
| Geisinger
Authority, PA, (Geisinger Health System), 4.00%, 2/15/47 |
|
1,105
|
949,891
|
| Illinois
Finance Authority, (Presence Health Network): |
|
|
|
| 3.75%,
2/15/34 |
|
1,190
|
1,126,061
|
| 4.00%,
2/15/36 |
|
2,500
|
2,383,200
|
| Montgomery
County Higher Education and Health Authority, PA, (Thomas Jefferson University Obligated Group), 5.00%, 5/1/57 |
|
3,000
|
2,847,450
|
| Muskingum
County, OH, (Genesis HealthCare System Obligated Group), 5.00%, 2/15/44 |
|
1,000
|
859,730
|
| New
York Dormitory Authority, (Northwell Health Obligated Group), 5.00%, 5/1/52 |
|
1,770
|
1,766,673
|
| Pennsylvania
Economic Development Financing Authority, (UPMC), 4.00%, 5/15/48 |
|
500
|
423,665
|
| Tarrant
County Cultural Education Facilities Finance Corp., TX, (Cook Children's Medical Center), 5.25%, 12/1/39(2) |
|
3,500
|
3,506,370
|
| West
Virginia Hospital Finance Authority, (West Virginia University Health System Obligated Group), 4.375%, 6/1/53 |
|
2,025
|
1,835,075
|
| |
|
|
$ 16,257,652
|
| Housing
— 3.7% |
| CSCDA
Community Improvement Authority, CA, (City of Orange Portfolio), Essential Housing Revenue, Social Bonds, 3.00%, 3/1/57(1) |
$
|
4,255
|
$
2,654,737 |
| Indiana
Housing and Community Development Authority, SFMR, Social Bonds, (FHLMC), (FNMA), (GNMA), 4.70%, 7/1/53 |
|
2,000
|
1,897,340 |
| Security
|
Principal
Amount
(000's omitted) |
Value
|
| Housing
(continued) |
| New
Mexico Mortgage Finance Authority, (FHLMC), (FNMA), (GNMA), 4.25%, 9/1/43 |
$
|
990
|
$
914,869 |
| Rhode
Island Housing and Mortgage Finance Corp., Social Bonds, (FHLMC), (FNMA), (GNMA), 4.65%, 10/1/53 |
|
1,690
|
1,572,207
|
| Washington
Housing Finance Commission, 3.375%, 4/20/37 |
|
3,405
|
2,739,901
|
| |
|
|
$ 9,779,054
|
| Industrial
Development Revenue — 10.4% |
| Arkansas
Development Finance Authority, (United States Steel Corp.), Green Bonds, (AMT), 5.70%, 5/1/53 |
$
|
2,540
|
$
2,438,324 |
| Henderson,
KY, (Pratt Paper, LLC), (AMT), 4.70%, 1/1/52(1) |
|
2,000
|
1,827,820
|
| Houston,
TX, (United Airlines, Inc.), (AMT), 4.00%, 7/15/41 |
|
2,980
|
2,478,764
|
| Iowa
Finance Authority, (Iowa Fertilizer Co.), 5.00%, 12/1/50 |
|
1,500
|
1,435,485
|
| Maine
Finance Authority, (Casella Waste Systems, Inc.), (AMT), 5.125% to 8/1/25 (Put Date), 8/1/35(1) |
|
725
|
725,884
|
| National
Finance Authority, NH, (Covanta): |
|
|
|
| 4.625%,
11/1/42(1) |
|
1,415
|
1,167,616
|
| (AMT),
4.875%, 11/1/42(1) |
|
1,555
|
1,326,275
|
| New
Hampshire Business Finance Authority, (Casella Waste Systems, Inc.), 2.95%, 4/1/29(1) |
|
560
|
497,969
|
| New
Jersey Economic Development Authority, (Continental Airlines), (AMT), 5.25%, 9/15/29 |
|
1,900
|
1,895,136
|
| New
York Liberty Development Corp., (Goldman Sachs Group, Inc.), 5.25%, 10/1/35 |
|
2,560
|
2,786,125
|
| New
York Transportation Development Corp., (Delta Air Lines, Inc. - LaGuardia Airport Terminals C&D Redevelopment): |
|
|
|
| (AMT),
4.375%, 10/1/45 |
|
1,500
|
1,308,705
|
| (AMT),
5.00%, 10/1/40 |
|
4,405
|
4,234,262
|
| Niagara
Area Development Corp., NY, (Covanta), (AMT), 4.75%, 11/1/42(1) |
|
2,000
|
1,678,080
|
| Phenix
City Industrial Development Board, AL, (MeadWestvaco Coated Board), (AMT), 4.125%, 5/15/35 |
|
3,935
|
3,727,271
|
| Vermont
Economic Development Authority, (Casella Waste Systems, Inc.), (AMT), 4.625% to 4/3/28 (Put Date), 4/1/36(1) |
|
145
|
141,693
|
| |
|
|
$ 27,669,409
|
| Insured
- Electric Utilities — 1.9% |
| Georgia
Municipal Electric Authority, (Plant Vogtle Units 3 & 4 Project J), (AGM), 5.00%, 7/1/64 |
$
|
1,875
|
$
1,884,975 |
6
See Notes to Financial Statements.
Eaton Vance
National Municipal Opportunities Trust
September 30, 2023
Portfolio of
Investments (Unaudited) — continued
| Security
|
Principal
Amount
(000's omitted) |
Value
|
| Insured
- Electric Utilities (continued) |
| Lower
Colorado River Authority, TX, (LCRA Transmission Services Corp.), (AGM), 5.25%, 5/15/53(2) |
$
|
3,000
|
$
3,066,510 |
| |
|
|
$ 4,951,485
|
| Insured
- Other Revenue — 0.1% |
| New
York City Industrial Development Agency, NY, (Queens Baseball Stadium), (AGM), 3.00%, 1/1/46 |
$
|
280
|
$
193,164 |
| |
|
|
$ 193,164
|
| Insured
- Special Tax Revenue — 4.9% |
| Miami-Dade
County, FL, Professional Sports Franchise Facilities: |
|
|
|
| (AGC),
6.875%, 10/1/34 |
$
|
4,000
|
$
4,687,600 |
| (AGC),
7.00%, 10/1/39 |
|
6,000
|
6,965,100
|
| Tolomato
Community Development District, FL: |
|
|
|
| (AGM),
3.75%, 5/1/39 |
|
720
|
629,294
|
| (AGM),
3.75%, 5/1/40 |
|
855
|
735,933
|
| |
|
|
$ 13,017,927
|
| Insured
- Transportation — 8.2% |
| Metropolitan
Transportation Authority, NY, Green Bonds, (AGM), 4.00%, 11/15/48 |
$
|
6,225
|
$
5,444,883 |
| New
York Thruway Authority, (AGM), 3.00%, 1/1/46 |
|
4,895
|
3,412,892
|
| North
Carolina Turnpike Authority, (Triangle Expressway System): |
|
|
|
| (AGC),
0.00%, 1/1/35 |
|
4,000
|
2,385,760
|
| (AGC),
0.00%, 1/1/36 |
|
13,000
|
7,312,370
|
| Pennsylvania
Economic Development Financing Authority, (PennDOT Major Bridges Package One), (AGM), (AMT), 5.00%, 12/31/57 |
|
3,375
|
3,266,494
|
| |
|
|
$ 21,822,399
|
| Lease
Revenue/Certificates of Participation — 6.4% |
| Baltimore,
MD, (Harbor Point), 4.875%, 6/1/42 |
$
|
320
|
$
294,022 |
| New
Jersey Economic Development Authority, (Portal North Bridge), 5.00%, 11/1/52 |
|
2,000
|
2,002,040
|
| New
Jersey Economic Development Authority, (School Facilities Construction): |
|
|
|
| 5.00%,
6/15/43 |
|
465
|
467,423
|
| 5.00%,
6/15/44 |
|
4,260
|
4,313,292
|
| New
Jersey Transportation Trust Fund Authority, (Transportation Program), 4.25%, 6/15/44 |
|
800
|
736,376
|
| New
Jersey Transportation Trust Fund Authority, (Transportation System), 0.00%, 12/15/38 |
|
20,000
|
9,285,265
|
| |
|
|
$ 17,098,418
|
| Security
|
Principal
Amount
(000's omitted) |
Value
|
| Other
Revenue — 3.2% |
| Black
Belt Energy Gas District, AL, 5.50% to 11/1/28 (Put Date), 6/1/49 |
$
|
1,000
|
$
1,020,330 |
| Buckeye
Tobacco Settlement Financing Authority, OH, 5.00%, 6/1/55 |
|
3,205
|
2,764,857
|
| Golden
State Tobacco Securitization Corp., CA, 5.00%, 6/1/51 |
|
780
|
792,488
|
| Kalispel
Tribe of Indians, WA, Series A, 5.25%, 1/1/38(1) |
|
390
|
398,553
|
| Military
Installation Development Authority, UT, 4.00%, 6/1/41 |
|
500
|
374,530
|
| Morongo
Band of Mission Indians, CA, 5.00%, 10/1/42(1) |
|
605
|
587,661
|
| Patriots
Energy Group Financing Agency, SC, Gas Supply Revenue, 5.25% to 8/1/31 (Put Date), 10/1/54 |
|
1,000
|
1,007,160
|
| Salt
Verde Financial Corp., AZ, Senior Gas Revenue, 5.00%, 12/1/37 |
|
1,605
|
1,577,827
|
| |
|
|
$ 8,523,406
|
| Senior
Living/Life Care — 9.1% |
| Atlantic
Beach, FL, (Fleet Landing), 5.00%, 11/15/37 |
$
|
3,405
|
$
3,178,874 |
| Bexar
County Health Facilities Development Corp., TX, (Army Retirement Residence Foundation): |
|
|
|
| 5.00%,
7/15/37 |
|
850
|
750,550
|
| 5.00%,
7/15/42 |
|
700
|
584,311
|
| Clackamas
County Hospital Facility Authority, OR, (Rose Villa), 5.25%, 11/15/50 |
|
125
|
108,906
|
| Colorado
Health Facilities Authority, (Aberdeen Ridge), 5.00%, 5/15/58 |
|
1,110
|
709,634
|
| District
of Columbia, (Ingleside at Rock Creek), 5.00%, 7/1/32 |
|
185
|
174,821
|
| Harris
County Cultural Education Facilities Finance Corp., TX, (Brazos Presbyterian Homes, Inc.): |
|
|
|
| 5.75%,
1/1/28 |
|
165
|
165,000
|
| 6.375%,
1/1/33 |
|
30
|
30,010
|
| Iowa
Finance Authority, (Lifespace Communities, Inc.), 4.125%, 5/15/38 |
|
1,500
|
1,114,800
|
| Massachusetts
Development Finance Agency, (Linden Ponds, Inc.): |
|
|
|
| 5.00%,
11/15/33(1) |
|
470
|
471,072
|
| 5.00%,
11/15/38(1) |
|
310
|
296,586
|
| Massachusetts
Development Finance Agency, (NewBridge on the Charles, Inc.), 5.00%, 10/1/57(1) |
|
1,650
|
1,352,802
|
| Multnomah
County Hospital Facilities Authority, OR, (Mirabella at South Waterfront), Escrowed to Maturity, 5.00%, 10/1/24 |
|
185
|
185,836
|
| Multnomah
County Hospital Facilities Authority, OR, (Terwilliger Plaza), 4.00%, 12/1/51 |
|
1,480
|
944,640
|
| National
Finance Authority, NH, (The Vista): |
|
|
|
| 5.25%,
7/1/39(1) |
|
265
|
230,266
|
| 5.625%,
7/1/46(1) |
|
360
|
309,859 |
7
See Notes to Financial Statements.
Eaton Vance
National Municipal Opportunities Trust
September 30, 2023
Portfolio of
Investments (Unaudited) — continued
| Security
|
Principal
Amount
(000's omitted) |
Value
|
| Senior
Living/Life Care (continued) |
| National
Finance Authority, NH, (The Vista): (continued) |
|
|
|
| 5.75%,
7/1/54(1) |
$
|
780
|
$
663,437 |
| New
Hope Cultural Education Facilities Finance Corp., TX, (Longhorn Village): |
|
|
|
| 5.00%,
1/1/31 |
|
1,235
|
1,174,312
|
| 5.00%,
1/1/32 |
|
1,295
|
1,218,841
|
| New
Mexico Hospital Equipment Loan Council, (Haverland Carter Lifestyle Group): |
|
|
|
| 5.00%,
7/1/32 |
|
75
|
69,083
|
| 5.00%,
7/1/33 |
|
50
|
45,553
|
| 5.00%,
7/1/34 |
|
55
|
49,553
|
| Norfolk
Redevelopment and Housing Authority, VA, (Fort Norfolk Retirement Community, Inc. - Harbor's Edge), 5.00%, 1/1/49 |
|
3,000
|
2,253,510
|
| Palm
Beach County Health Facilities Authority, FL, (Green Cay Life Plan Village), 11.50%, 7/1/27(1) |
|
750
|
813,720
|
| Palm
Beach County Health Facilities Authority, FL, (Toby & Leon Cooperman Sinai Residences of Boca Raton), 4.00%, 6/1/41 |
|
1,030
|
776,919
|
| Public
Finance Authority, WI, (Mary's Woods at Marylhurst), 5.25%, 5/15/37(1) |
|
630
|
593,113
|
| South
Carolina Jobs-Economic Development Authority, (Seafields Kiawah Island Project), 7.75%, 11/15/58 |
|
2,000
|
1,918,620
|
| Tarrant
County Cultural Education Facilities Finance Corp., TX, (MRC Stevenson Oaks), 6.625%, 11/15/41 |
|
1,335
|
1,201,874
|
| Tempe
Industrial Development Authority, AZ, (Mirabella at ASU), 6.00%, 10/1/37(1) |
|
900
|
593,208
|
| Tulsa
County Industrial Authority, OK, (Montereau, Inc.), 5.25%, 11/15/37 |
|
1,000
|
972,740
|
| Washington
Housing Finance Commission, (Bayview Manor Homes), 5.00%, 7/1/51(1) |
|
1,335
|
966,847
|
| Washington
Housing Finance Commission, (Transforming Age), 5.00%, 1/1/49(1) |
|
305
|
224,596
|
| |
|
|
$ 24,143,893
|
| Special
Tax Revenue — 7.9% |
| Maryland
Economic Development Corp., (Port Covington), 4.00%, 9/1/50 |
$
|
140
|
$
106,652 |
| New
York City Transitional Finance Authority, NY, 4.375%, 5/1/53 |
|
1,000
|
916,000
|
| New
York State Urban Development Corp., Personal Income Tax Revenue, 5.00%, 3/15/44(2) |
|
6,900
|
7,048,488
|
| New
York Thruway Authority, Personal Income Tax Revenue, 4.00%, 3/15/44 |
|
1,000
|
897,000
|
| Puerto
Rico Sales Tax Financing Corp.: |
|
|
|
| 0.00%,
7/1/51 |
|
1,250
|
233,138
|
| 5.00%,
7/1/58 |
|
4,015
|
3,641,926 |
| Security
|
Principal
Amount
(000's omitted) |
Value
|
| Special
Tax Revenue (continued) |
| Tolomato
Community Development District, FL, 3.25%, 5/1/40 |
$
|
1,200
|
$
882,072 |
| Triborough
Bridge and Tunnel Authority, NY, Green Bonds, 5.25%, 5/15/47(2) |
|
2,125
|
2,216,885
|
| Triborough
Bridge and Tunnel Authority, NY, Sales Tax Revenue, 4.00%, 5/15/48 |
|
1,000
|
888,450
|
| Washington
Metropolitan Area Transit Authority, D.C., Sustainability Bonds, 5.25%, 7/15/53(1)(2) |
|
4,000
|
4,197,360
|
| |
|
|
$ 21,027,971
|
| Transportation
— 19.0% |
| Charlotte,
NC, (Charlotte Douglas International Airport), 5.00%, 7/1/48 |
$
|
4,000
|
$
4,123,320 |
| Chicago,
IL, (O'Hare International Airport), (AMT), 5.50%, 1/1/55(2) |
|
1,500
|
1,533,105
|
| Dallas
and Fort Worth, TX, (Dallas/Fort Worth International Airport): |
|
|
|
| 5.25%,
11/1/30 |
|
1,125
|
1,125,968
|
| 5.25%,
11/1/31 |
|
1,735
|
1,736,492
|
| Houston,
TX, (United Airlines, Inc.), (AMT), 5.00%, 7/1/29 |
|
2,060
|
2,029,553
|
| Massachusetts,
(Rail Enhancement Program), Sustainablility Bonds, 5.00%, 6/1/53(2)(3) |
|
4,000
|
4,162,400
|
| Metropolitan
Transportation Authority, NY, Green Bonds, 5.25%, 11/15/55 |
|
1,520
|
1,531,005
|
| Metropolitan
Washington Airports Authority, D.C., (AMT), 4.00%, 10/1/51 |
|
2,200
|
1,845,558
|
| Minneapolis-St.
Paul Metropolitan Airports Commission, MN, 4.25%, 1/1/52 |
|
1,000
|
902,930
|
| New
Jersey Economic Development Authority, (The Goethals Bridge Replacement), (AMT), 5.125%, 1/1/34 |
|
1,250
|
1,252,900
|
| New
York Transportation Development Corp., (LaGuardia Airport Terminal B Redevelopment): |
|
|
|
| (AMT),
5.00%, 12/1/39 |
|
450
|
448,038
|
| (AMT),
5.25%, 1/1/50 |
|
2,115
|
2,075,872
|
| New
York Transportation Development Corp., (Terminal 4 John F. Kennedy International Airport), (AMT), 5.00%, 12/1/38 |
|
1,950
|
1,947,309
|
| San
Francisco City and County Airport Commission, CA, (San Francisco International Airport), (AMT), 5.00%, 5/1/49 |
|
6,000
|
5,958,420
|
| South
Jersey Transportation Authority, NJ, 5.25%, 11/1/52 |
|
1,000
|
995,970
|
| Texas
Private Activity Bond Surface Transportation Corp., (North Tarrant Express Segment 3C), (AMT), 5.00%, 6/30/58 |
|
4,000
|
3,828,360
|
| Texas
Transportation Commission, (State Highway 249 System), 0.00%, 8/1/38 |
|
850
|
374,629 |
8
See Notes to Financial Statements.
Eaton Vance
National Municipal Opportunities Trust
September 30, 2023
Portfolio of
Investments (Unaudited) — continued
| Security
|
Principal
Amount
(000's omitted) |
Value
|
| Transportation
(continued) |
| Triborough
Bridge and Tunnel Authority, NY, 5.00%, 11/15/51(2) |
$
|
8,800
|
$
8,907,712 |
| Virginia
Small Business Financing Authority, (95 Express Lanes, LLC), (AMT), 4.00%, 1/1/39 |
|
955
|
863,473
|
| Virginia
Small Business Financing Authority, (Transform 66 P3): |
|
|
|
| (AMT),
5.00%, 12/31/49 |
|
4,365
|
4,180,142
|
| (AMT),
5.00%, 12/31/52 |
|
1,000
|
951,290
|
| |
|
|
$ 50,774,446
|
| Water
and Sewer — 3.3% |
| Michigan
Finance Authority, (Detroit Water and Sewerage Department), 5.00%, 7/1/34 |
$
|
2,070
|
$
2,079,833 |
| Texas
Water Development Board: |
|
|
|
| 4.80%,
10/15/52 |
|
1,500
|
1,502,430
|
| 5.00%,
10/15/47(2) |
|
5,000
|
5,190,350
|
| |
|
|
$ 8,772,613
|
Total
Tax-Exempt Municipal Obligations
(identified cost $298,177,066) |
|
|
$289,054,386
|
| Taxable
Municipal Obligations — 4.4% |
| Security
|
Principal
Amount
(000's omitted) |
Value
|
| General
Obligations — 1.2% |
| Chicago,
IL: |
|
|
|
| 7.375%,
1/1/33 |
$
|
1,750
|
$
1,816,255 |
| 7.781%,
1/1/35 |
|
1,400
|
1,486,716
|
| |
|
|
$ 3,302,971
|
| Hospital
— 1.5% |
| California
Statewide Communities Development Authority, (Loma Linda University Medical Center), 6.00%, 12/1/24 |
$
|
4,000
|
$
3,956,880 |
| |
|
|
$ 3,956,880
|
| Insured
- Education — 0.4% |
| Onondaga
Civic Development Corp., NY, (Upstate Properties Development, Inc.), (BAM), 3.158%, 12/1/41 |
$
|
1,610
|
$
1,094,075 |
| |
|
|
$ 1,094,075
|
| Security
|
Principal
Amount
(000's omitted) |
Value
|
| Insured
- Housing — 0.4% |
| Oregon
Facilities Authority, (CHF-Ashland, LLC - Southern Oregon University), (AGM), 3.508%, 7/1/41 |
$
|
1,500
|
$
1,058,850 |
| |
|
|
$ 1,058,850
|
| Special
Tax Revenue — 0.5% |
| American
Samoa Economic Development Authority: |
|
|
|
| 2.47%,
9/1/24(1) |
$
|
250
|
$
240,718 |
| 3.72%,
9/1/27(1) |
|
1,115
|
988,436
|
| |
|
|
$ 1,229,154
|
| Transportation
— 0.4% |
| Maryland
Economic Development Corp., (Seagirt Marine Terminal), 4.75%, 6/1/42 |
$
|
1,500
|
$
1,138,500 |
| |
|
|
$ 1,138,500
|
Total
Taxable Municipal Obligations
(identified cost $13,171,825) |
|
|
$ 11,780,430
|
Total
Investments — 115.2%
(identified cost $319,547,749) |
|
|
$307,064,125
|
| Other
Assets, Less Liabilities — (15.2)% |
|
|
$
(40,541,460) |
| Net
Assets — 100.0% |
|
|
$266,522,665
|
| The
percentage shown for each investment category in the Portfolio of Investments is based on net assets. |
|
(1) |
Security
exempt from registration under Rule 144A of the Securities Act of 1933, as amended. These securities may be sold in certain transactions in reliance on an exemption from registration (normally to qualified institutional buyers). At September 30,
2023, the aggregate value of these securities is $36,115,994 or 13.6% of the Trust's net assets. |
|
(2) |
Security
represents the municipal bond held by a trust that issues residual interest bonds (see Note 1G). |
|
(3) |
When-issued
security. |
| At
September 30, 2023, the concentration of the Trust’s investments in the various states and territories, determined as a percentage of total investments, is as follows: |
| Texas
|
17.2%
|
| New
York |
16.5%
|
| Others,
representing less than 10% individually |
64.3%
|
9
See Notes to Financial Statements.
Eaton Vance
National Municipal Opportunities Trust
September 30, 2023
Portfolio of
Investments (Unaudited) — continued
| The
Trust invests primarily in debt securities issued by municipalities. The ability of the issuers of the debt securities to meet their obligations may be affected by economic developments in a specific industry or municipality. At September 30, 2023,
12.0% of total investments are backed by bond insurance of various financial institutions and financial guaranty assurance agencies. The aggregate percentage insured by an individual financial institution or financial guaranty assurance agency
ranged from 0.4% to 7.0% of total investments. |
| Abbreviations:
|
| AGC
|
– Assured
Guaranty Corp. |
| AGM
|
– Assured
Guaranty Municipal Corp. |
| AMT
|
– Interest
earned from these securities may be considered a tax preference item for purposes of the Federal Alternative Minimum Tax. |
| BAM
|
– Build
America Mutual Assurance Co. |
| FHLMC
|
– Federal
Home Loan Mortgage Corp. |
| FNMA
|
– Federal
National Mortgage Association |
| GNMA
|
– Government
National Mortgage Association |
| PSF
|
– Permanent
School Fund |
| SFMR
|
– Single
Family Mortgage Revenue |
10
See Notes to Financial Statements.
Eaton Vance
National Municipal Opportunities Trust
September 30, 2023
Statement of Assets
and Liabilities (Unaudited)
| |
September
30, 2023 |
| Assets
|
|
| Investments,
at value (identified cost $319,547,749) |
$
307,064,125 |
| Interest
receivable |
4,373,598
|
| Receivable
for investments sold |
17,221,583
|
| Trustees'
deferred compensation plan |
46,882
|
| Due
from broker for floating rate notes issued |
3,200,000
|
| Total
assets |
$331,906,188
|
| Liabilities
|
|
| Payable
for floating rate notes issued |
$
42,286,644 |
| Due
to broker for floating rate notes redeemed |
7,660,000
|
| Payable
for when-issued securities |
13,247,780
|
| Due
to custodian |
1,291,889
|
| Payable
to affiliates: |
|
| Investment adviser and administrative fee
|
160,742
|
| Trustees'
deferred compensation plan |
46,882
|
| Interest
expense and fees payable |
574,847
|
| Accrued
expenses |
114,739
|
| Total
liabilities |
$
65,383,523 |
| Net
Assets |
$266,522,665
|
| Sources
of Net Assets |
|
| Common
shares, $0.01 par value, unlimited number of shares authorized |
$
156,249 |
| Additional
paid-in capital |
298,400,478
|
| Accumulated
loss |
(32,034,062)
|
| Net
Assets |
$266,522,665
|
| Common
Shares Issued and Outstanding |
15,624,921
|
| Net
Asset Value Per Common Share |
|
| Net
assets ÷ common shares issued and outstanding |
$
17.06 |
11
See Notes to Financial Statements.
Eaton Vance
National Municipal Opportunities Trust
September 30, 2023
Statement of
Operations (Unaudited)
| |
Six
Months Ended |
| |
September
30, 2023 |
| Investment
Income |
|
| Interest
income |
$
7,774,842 |
| Total
investment income |
$
7,774,842 |
| Expenses
|
|
| Investment
adviser and administrative fee |
$
986,429 |
| Trustees’
fees and expenses |
10,732
|
| Custodian
fee |
35,380
|
| Transfer
and dividend disbursing agent fees |
9,767
|
| Legal
and accounting services |
41,726
|
| Printing
and postage |
27,394
|
| Interest
expense and fees |
920,083
|
| Miscellaneous
|
31,434
|
| Total
expenses |
$
2,062,945 |
| Net
investment income |
$
5,711,897 |
| Realized
and Unrealized Gain (Loss) |
|
| Net
realized gain (loss): |
|
| Investment
transactions |
$
(3,769,353) |
| Net
realized loss |
$
(3,769,353) |
| Change
in unrealized appreciation (depreciation): |
|
| Investments
|
$
(15,768,193) |
| Net
change in unrealized appreciation (depreciation) |
$(15,768,193)
|
| Net
realized and unrealized loss |
$(19,537,546)
|
| Net
decrease in net assets from operations |
$(13,825,649)
|
12
See Notes to Financial Statements.
Eaton Vance
National Municipal Opportunities Trust
September 30, 2023
Statements of Changes
in Net Assets
| |
Six
Months Ended
September 30, 2023
(Unaudited) |
Year
Ended
March 31, 2023 |
| Increase
(Decrease) in Net Assets |
|
|
| From
operations: |
|
|
| Net
investment income |
$
5,711,897 |
$
11,288,228 |
| Net
realized loss |
(3,769,353)
|
(12,891,702)
|
| Net
change in unrealized appreciation (depreciation) |
(15,768,193)
|
(14,102,309)
|
| Net
decrease in net assets from operations |
$
(13,825,649) |
$
(15,705,783) |
| Distributions
to shareholders |
$
(5,859,345) |
$
(11,718,624) |
| Capital
share transactions: |
|
|
| Reinvestment
of distributions |
$
— |
$
6,744 |
| Net
increase in net assets from capital share transactions |
$
— |
$
6,744 |
| Net
decrease in net assets |
$
(19,684,994) |
$
(27,417,663) |
| Net
Assets |
|
|
| At
beginning of period |
$
286,207,659 |
$
313,625,322 |
| At
end of period |
$266,522,665
|
$286,207,659
|
13
See Notes to Financial Statements.
Eaton Vance
National Municipal Opportunities Trust
September 30, 2023
Statement of Cash
Flows (Unaudited)
| |
Six
Months Ended |
| |
September
30, 2023 |
| Cash
Flows From Operating Activities |
|
| Net
decrease in net assets from operations |
$
(13,825,649) |
| Adjustments
to reconcile net decrease in net assets from operations to net cash used in operating activities: |
|
| Investments
purchased |
(77,722,630)
|
| Investments
sold |
70,222,238
|
| Net
amortization/accretion of premium (discount) |
(457,010)
|
| Decrease
in interest receivable |
190,423
|
| Increase
in Trustees’ deferred compensation plan |
(46,882)
|
| Decrease
in payable to affiliate for investment adviser and administrative fee |
(3,470)
|
| Increase
in interest expense and fees payable |
271,087
|
| Increase
in payable to affiliate for Trustees' deferred compensation plan |
46,882
|
| Decrease
in accrued expenses |
(46,814)
|
| Net
change in unrealized appreciation (depreciation) from investments |
15,768,193
|
| Net
realized loss from investments |
3,769,353
|
| Net
cash used in operating activities |
$
(1,834,279) |
| Cash
Flows From Financing Activities |
|
| Cash
distributions paid |
$
(5,859,345) |
| Proceeds
from secured borrowings |
21,800,000
|
| Repayment
of secured borrowings |
(14,500,000)
|
| Increase
in due to custodian |
393,624
|
| Net
cash provided by financing activities |
$
1,834,279 |
| Net
increase in cash |
$
— |
| Cash
at beginning of period |
$
— |
| Cash
at end of period |
$
— |
| Supplemental
disclosure of cash flow information: |
|
| Cash
paid for interest and fees on borrowings |
$
648,996 |
14
See Notes to Financial Statements.
Eaton Vance
National Municipal Opportunities Trust
September 30, 2023
| |
Six
Months Ended
September 30, 2023
(Unaudited) |
Year
Ended March 31, |
| |
2023
|
2022
|
2021
|
2020
|
2019
|
| Net
asset value — Beginning of period |
$
18.320 |
$
20.070 |
$
21.730 |
$
20.530 |
$
21.090 |
$
21.320 |
| Income
(Loss) From Operations |
|
|
|
|
|
|
| Net
investment income(1) |
$
0.366 |
$
0.722 |
$
0.733 |
$
0.780 |
$
0.835 |
$
0.955 |
| Net
realized and unrealized gain (loss) |
(1.251)
|
(1.722)
|
(1.652)
|
1.183
|
(0.412)
|
(0.057)
|
| Total
income (loss) from operations |
$
(0.885) |
$
(1.000) |
$
(0.919) |
$
1.963 |
$
0.423 |
$
0.898 |
| Less
Distributions |
|
|
|
|
|
|
| From
net investment income |
$
(0.375) |
$
(0.750) |
$
(0.753) |
$
(0.764) |
$
(0.841) |
$
(1.021) |
| From
net realized gain |
—
|
—
|
—
|
—
|
(0.078)
|
(0.107)
|
| Tax
return of capital |
—
|
—
|
—
|
—
|
(0.065)
|
—
|
| Total
distributions |
$
(0.375) |
$
(0.750) |
$
(0.753) |
$
(0.764) |
$
(0.984) |
$
(1.128) |
| Premium
from common shares sold through shelf offering (see Note 5)(1) |
$
— |
$
— |
$
0.012 |
$
0.001 |
$
0.001 |
$
— |
| Net
asset value — End of period |
$
17.060 |
$
18.320 |
$
20.070 |
$
21.730 |
$
20.530 |
$
21.090 |
| Market
value — End of period |
$
16.220 |
$
17.670 |
$
19.050 |
$
22.500 |
$
19.500 |
$
21.120 |
| Total
Investment Return on Net Asset Value(2) |
(4.86)%
(3) |
(4.73)%
|
(4.36)%
|
9.87%
|
1.90%
|
4.54%
|
| Total
Investment Return on Market Value(2) |
(6.16)%
(3) |
(3.19)%
|
(12.33)%
|
19.77%
|
(3.35)%
|
7.98%
|
| Ratios/Supplemental
Data |
|
|
|
|
|
|
| Net
assets, end of period (000’s omitted) |
$266,523
|
$286,208
|
$313,625
|
$333,178
|
$314,321
|
$321,241
|
| Ratios
(as a percentage of average daily net assets): |
|
|
|
|
|
|
| Expenses
excluding interest and fees |
0.81%
(4) |
0.77%
|
0.73%
|
0.73%
|
0.75%
|
0.76%
|
| Interest
and fee expense(5) |
0.65%
(4) |
0.32%
|
0.06%
|
0.05%
|
0.17%
|
0.22%
|
| Total
expenses |
1.46%
(4) |
1.09%
|
0.79%
|
0.78%
|
0.92%
|
0.98%
|
| Net
investment income |
4.03%
(4) |
3.92%
|
3.35%
|
3.67%
|
3.88%
|
4.55%
|
| Portfolio
Turnover |
27%
(3) |
45%
|
13%
|
13%
|
44%
|
17%
|
|
(1) |
Computed
using average shares outstanding. |
|
(2) |
Returns
are historical and are calculated by determining the percentage change in net asset value or market value with all distributions reinvested. Distributions are assumed to be reinvested at prices obtained under the Trust’s dividend reinvestment
plan. |
|
(3) |
Not
annualized. |
|
(4) |
Annualized.
|
|
(5) |
Interest
and fee expense relates to the liability for floating rate notes issued in conjunction with residual interest bond transactions (see Note 1G). |
15
See Notes to Financial Statements.
Eaton Vance
National Municipal Opportunities Trust
September 30, 2023
Notes to Financial
Statements (Unaudited)
1 Significant Accounting Policies
Eaton Vance National Municipal Opportunities Trust (the Trust)
is a Massachusetts business trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as a diversified, closed-end management investment company. The Trust’s primary investment objective is to provide current income
exempt from regular federal income tax. The Trust will, as a secondary investment objective, seek to achieve capital appreciation.
The following is a summary of significant accounting policies
of the Trust. The policies are in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP). The Trust is an investment company and follows accounting and reporting guidance in the Financial
Accounting Standards Board (FASB) Accounting Standards Codification Topic 946.
A Investment
Valuation—The following methodologies are used to determine the market value or fair value of
investments.
Debt Obligations. Debt obligations are generally valued on the basis of valuations provided by third party pricing services, as derived from such services’ pricing models. Inputs to the models may include, but are not limited to,
reported trades, executable bid and ask prices, broker/dealer quotations, prices or yields of securities with similar characteristics, interest rates, anticipated prepayments, benchmark curves or information pertaining to the issuer, as well as
industry and economic events. The pricing services may use a matrix approach, which considers information regarding securities with similar characteristics to determine the valuation for a security. Short-term debt obligations purchased with a
remaining maturity of sixty days or less for which a valuation from a third party pricing service is not readily available may be valued at amortized cost, which approximates fair value.
Fair Valuation. In
connection with Rule 2a-5 of the 1940 Act, the Trustees have designated the Trust’s investment adviser as its valuation designee. Investments for which valuations or market quotations are not readily available or are deemed unreliable are
valued by the investment adviser, as valuation designee, at fair value using methods that most fairly reflect the security’s “fair value”, which is the amount that the Trust might reasonably expect to receive for the security upon
its current sale in the ordinary course. Each such determination is based on a consideration of relevant factors, which are likely to vary from one pricing context to another. These factors may include, but are not limited to, the type of security,
the existence of any contractual restrictions on the security’s disposition, the price and extent of public trading in similar securities of the issuer or of comparable companies or entities, quotations or relevant information obtained from
broker/dealers or other market participants, information obtained from the issuer, analysts, and/or the appropriate stock exchange (for exchange-traded securities), an analysis of the company’s or entity’s financial statements, and an
evaluation of the forces that influence the issuer and the market(s) in which the security is purchased and sold.
B Investment Transactions and Related Income—Investment transactions for financial statement purposes are accounted for on a trade date basis. Realized
gains and losses on investments sold are determined on the basis of identified cost. Interest income is recorded on the basis of interest accrued, adjusted for amortization of premium or accretion of discount.
C Federal
Taxes—The Trust’s policy is to comply with the provisions of the Internal Revenue Code
applicable to regulated investment companies and to distribute to shareholders each year substantially all of its taxable, if any, and tax-exempt net investment income, and all or substantially all of its net realized capital gains. Accordingly, no
provision for federal income or excise tax is necessary. The Trust intends to satisfy conditions which will enable it to designate distributions from the interest income generated by its investments in non-taxable municipal securities, which are
exempt from regular federal income tax when received by the Trust, as exempt-interest dividends. The portion of such interest, if any, earned on private activity bonds issued after August 7, 1986, may be considered a tax preference item to
shareholders.
As of September 30, 2023, the Trust
had no uncertain tax positions that would require financial statement recognition, de-recognition, or disclosure. The Trust files a U.S. federal income tax return annually after its fiscal year-end, which is subject to examination by the Internal
Revenue Service for a period of three years from the date of filing.
D Legal Fees—Legal fees and other related expenses incurred as part of negotiations of the terms and requirement of capital infusions, or that are expected
to result in the restructuring of, or a plan of reorganization for, an investment are recorded as realized losses. Ongoing expenditures to protect or enhance an investment are treated as operating expenses.
E Use of
Estimates—The preparation of the financial statements in conformity with U.S. GAAP requires management
to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expense during the reporting period. Actual results could differ from those
estimates.
F Indemnifications—Under the Trust's organizational documents, its officers and Trustees may be indemnified against
certain liabilities and expenses arising out of the performance of their duties to the Trust. 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. However, the Trust’s Declaration of Trust contains an express disclaimer of liability on the part of Trust shareholders and the By-laws provide that the Trust shall assume, upon request by the
shareholder, the defense on behalf of any Trust shareholders. Moreover, the By-laws also provide for indemnification out of Trust 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. Additionally, in the normal course of business, the Trust enters into agreements with service providers that may contain indemnification clauses. The Trust’s maximum exposure under these arrangements is
unknown as this would involve future claims that may be made against the Trust that have not yet occurred.
Eaton Vance
National Municipal Opportunities Trust
September 30, 2023
Notes to Financial
Statements (Unaudited) — continued
G Floating Rate Notes Issued in Conjunction with
Securities Held—The Trust may invest in residual interest bonds, also referred to as inverse
floating rate securities, whereby the Trust may sell a variable or fixed rate bond for cash to a Special-Purpose Vehicle (the SPV), (which is generally organized as a trust), while at the same time, buying a residual interest in the assets and
cash flows of the SPV. The bond is deposited into the SPV with the same CUSIP number as the bond sold to the SPV by the Trust, and which may have been, but is not required to be, the bond purchased from the Trust (the Bond). The SPV also issues
floating rate notes (Floating Rate Notes) which are sold to third-parties. The residual interest bond held by the Trust gives the Trust the right (1) to cause the holders of the Floating Rate Notes to generally tender their notes at par, and (2) to
have the Bond held by the SPV transferred to the Trust, thereby terminating the SPV. Should the Trust exercise such right, it would generally pay the SPV the par amount due on the Floating Rate Notes and exchange the residual interest bond for the
underlying Bond. Pursuant to generally accepted accounting principles for transfers and servicing of financial assets and extinguishment of liabilities, the Trust accounts for the transaction described above as a secured borrowing by including the
Bond in its Portfolio of Investments and the Floating Rate Notes as a liability under the caption “Payable for floating rate notes issued” in its Statement of Assets and Liabilities. The Floating Rate Notes have interest rates that
generally reset weekly and their holders have the option to tender their notes to the SPV for redemption at par at each reset date. Accordingly, the fair value of the payable for floating rate notes issued approximates its carrying value. If
measured at fair value, the payable for floating rate notes would have been considered as Level 2 in the fair value hierarchy (see Note 6) at September 30, 2023. Interest expense related to the Trust's liability with respect to Floating Rate
Notes is recorded as incurred. The SPV may be terminated by the Trust, as noted above, or by the occurrence of certain termination events as defined in the trust agreement, such as a downgrade in the credit quality of the underlying Bond, bankruptcy
of or payment failure by the issuer of the underlying Bond, the inability to remarket Floating Rate Notes that have been tendered due to insufficient buyers in the market, or the failure by the SPV to obtain renewal of the liquidity agreement under
which liquidity support is provided for the Floating Rate Notes up to one year. At September 30, 2023, the amount of the Trust's Floating Rate Notes outstanding and the related collateral were $42,286,644 and $54,776,265, respectively. The range of
interest rates on the Floating Rate Notes outstanding at September 30, 2023 was 4.0% to 4.3%. For the six months ended September 30, 2023, the Trust's average settled Floating Rate Notes outstanding and the average interest rate (annualized)
including fees were $52,366,858 and 3.51%, respectively.
In certain circumstances, the Trust may enter into shortfall
and forbearance agreements with brokers by which the Trust agrees to reimburse the broker for the difference between the liquidation value of the Bond held by the SPV and the liquidation value of the Floating Rate Notes, as well as any shortfalls in
interest cash flows. The Trust had no shortfalls as of September 30, 2023.
The Trust may also purchase residual interest bonds in a
secondary market transaction without first owning the underlying bond. Such transactions are not required to be treated as secured borrowings. Shortfall agreements, if any, related to residual interest bonds purchased in a secondary market
transaction are disclosed in the Portfolio of Investments.
The Trust's investment policies and restrictions expressly
permit investments in residual interest bonds. Such bonds typically offer the potential for yields exceeding the yields available on fixed rate bonds with comparable credit quality and maturity. These securities tend to underperform the market for
fixed rate bonds in a rising long-term interest rate environment, but tend to outperform the market for fixed rate bonds when long-term interest rates decline. The value and income of residual interest bonds are generally more volatile than that of
a fixed rate bond. The Trust's investment policies do not allow the Trust to borrow money except as permitted by the 1940 Act. Effective August 19, 2022, the Trust began operating under Rule 18f-4 under the 1940 Act, which, among other things,
governs the use of derivative investments and certain financing transactions by registered investment companies. Consistent with Rule 18f-4, the Trust may treat its investments in residual interest bonds and similar financing transactions as subject
to the asset coverage requirements of Section 18 of the 1940 Act, or as derivatives transactions subject to the Trust's value-at-risk (VaR)-based limits on leverage risk. Effective October 11, 2023, the Trust has opted to treat such
investments as derivatives transactions. The Trust may change this approach at any time. Residual interest bonds held by the Trust are securities exempt from registration under Rule 144A of the Securities Act of 1933.
H When-Issued Securities and Delayed Delivery
Transactions—The Trust may purchase securities on a delayed delivery or when-issued basis. Payment and
delivery may take place after the customary settlement period for that security. At the time the transaction is negotiated, the price of the security that will be delivered is fixed. The Trust maintains cash and/or security positions for these
commitments such that sufficient liquid assets will be available to make payments upon settlement. Securities purchased on a delayed delivery or when-issued basis are marked-to-market daily and begin earning interest on settlement date. Such
security purchases are subject to the risk that when delivered they will be worth less than the agreed upon payment price. Losses may also arise if the counterparty does not perform under the contract.
I Interim Financial Statements—The interim financial statements relating to September 30, 2023 and for the six months then ended have not
been audited by an independent registered public accounting firm, but in the opinion of the Trust’s management, reflect all adjustments, consisting only of normal recurring adjustments, necessary for the fair presentation of the financial
statements.
2 Distributions to
Shareholders and Income Tax Information
The Trust intends
to make monthly distributions of net investment income to common shareholders. In addition, at least annually, the Trust intends to distribute all or substantially all of its net realized capital gains. Distributions are recorded on the ex-dividend
date. Distributions to shareholders are determined in accordance with income tax regulations, which may differ from U.S. GAAP. As required by U.S. GAAP, only distributions in excess of tax basis earnings and profits are reported in the financial
statements as a return of capital. Permanent differences between book and tax accounting relating to distributions are reclassified to paid-in capital. For tax purposes, distributions from short-term capital gains are considered to be from ordinary
income.
Eaton Vance
National Municipal Opportunities Trust
September 30, 2023
Notes to Financial
Statements (Unaudited) — continued
At
March 31, 2023, the Trust, for federal income tax purposes, had deferred capital losses of $17,103,043 which would reduce its taxable income arising from future net realized gains on investment transactions, if any, to the extent permitted by the
Internal Revenue Code, and thus would reduce the amount of distributions to shareholders, which would otherwise be necessary to relieve the Trust of any liability for federal income or excise tax. The deferred capital losses are treated as arising
on the first day of the Trust’s next taxable year and retain the same short-term or long-term character as when originally deferred. Of the deferred capital losses at March 31, 2023, $7,880,272 are short-term and $9,222,771 are
long-term.
The cost and unrealized appreciation
(depreciation) of investments of the Trust at September 30, 2023, as determined on a federal income tax basis, were as follows:
| Aggregate
cost |
$
275,966,457 |
| Gross
unrealized appreciation |
$
7,922,934 |
| Gross
unrealized depreciation |
(19,111,910)
|
| Net
unrealized depreciation |
$
(11,188,976) |
3 Investment Adviser and Administrative Fee and
Other Transactions with Affiliates
The investment adviser
and administrative fee is earned by Eaton Vance Management (EVM), an indirect, wholly-owned subsidiary of Morgan Stanley, as compensation for investment advisory and administrative services rendered to the Trust. The fee is computed at an annual
rate as a percentage of the Trust’s average daily gross assets as follows and is payable monthly:
| Average
Daily Gross Assets |
Annual
Fee Rate |
| Up
to and including $1.5 billion |
0.60%
|
| Over
$1.5 billion |
0.59%
|
Gross assets, as defined in the
Trust’s investment advisory and administrative agreement with EVM, means total assets of the Trust, including any form of investment leverage, minus all accrued expenses incurred in the normal course of operations, but not excluding any
liabilities or obligations attributable to investment leverage obtained through (i) indebtedness of any type (including, without limitation, borrowing through a credit facility or the issuance of debt securities), (ii) the issuance of preferred
stock or other similar preference securities, (iii) the reinvestment of collateral received for securities loaned in accordance with the Trust’s investment objectives and policies, and/or (iv) any other means. For purposes of this calculation,
gross assets represent net assets plus the amount payable by the Trust to floating-rate note holders. For the six months ended September 30, 2023, the investment adviser and administrative fee incurred by the Trust and the effective annual rate, as
a percentage of average daily gross assets, were $986,429 and 0.60%, respectively.
Trustees and officers of the Trust who are members of
EVM’s organization receive remuneration for their services to the Trust out of the investment adviser and administrative fee. Trustees of the Trust who are not affiliated with the investment adviser may elect to defer receipt of all or a
percentage of their annual fees in accordance with the terms of the Trustees Deferred Compensation Plan. Certain officers and Trustees of the Trust are officers of EVM.
4 Purchases and Sales of Investments
Purchases and sales of investments, other than short-term
obligations, aggregated $90,970,410 and $87,123,187, respectively, for the six months ended September 30, 2023.
5 Common Shares of Beneficial Interest and Shelf
Offering
The Trust may issue common shares pursuant to
its dividend reinvestment plan. There were no common shares issued by the Trust for the six months ended September 30, 2023. Common shares issued by the Trust pursuant to its dividend reinvestment plan for the year ended March 31, 2023 were
357.
In November 2013, the Board of Trustees initially
approved a share repurchase program for the Trust. Pursuant to the reauthorization of the share repurchase program by the Board of Trustees in March 2019, the Trust is authorized to repurchase up to 10% of its common shares outstanding as of
the last day of the prior calendar year at market prices when shares are trading at a discount to net asset value. The share repurchase program does not obligate the Trust to purchase a specific amount of shares. There were no repurchases of common
shares by the Trust for the six months ended September 30, 2023 and the year ended March 31, 2023.
Eaton Vance
National Municipal Opportunities Trust
September 30, 2023
Notes to Financial
Statements (Unaudited) — continued
Pursuant to a registration statement filed with the SEC, the
Trust is authorized to issue up to an additional 1,908,750 common shares through an equity shelf offering program (the "shelf offering"). Under the shelf offering, the Trust, subject to market conditions, may raise additional capital from time to
time and in varying amounts and offering methods at a net price at or above the Trust’s net asset value per common share. During the six months ended September 30, 2023 and the year ended March 31, 2023, there were no shares sold by the Trust
pursuant to its shelf offering.
6 Fair Value
Measurements
Under generally accepted accounting
principles for fair value measurements, a three-tier hierarchy to prioritize the assumptions, referred to as inputs, is used in valuation techniques to measure fair value. The three-tier hierarchy of inputs is summarized in the three broad levels
listed below.
| •
|
Level 1 – quoted prices
in active markets for identical investments |
| •
|
Level 2 – other
significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.) |
| •
|
Level 3
– significant unobservable inputs (including a fund's own assumptions in determining the fair value of investments) |
In cases where the inputs used to measure fair value fall in
different levels of the fair value hierarchy, the level disclosed is determined based on the lowest level input that is significant to the fair value measurement in its entirety. The inputs or methodology used for valuing securities are not
necessarily an indication of the risk associated with investing in those securities.
At September 30, 2023, the hierarchy of inputs used in valuing
the Trust's investments, which are carried at value, were as follows:
| Asset
Description |
Level
1 |
Level
2 |
Level
3 |
Total
|
| Corporate
Bonds |
$
— |
$
6,229,309 |
$
— |
$
6,229,309 |
| Tax-Exempt
Municipal Obligations |
—
|
289,054,386
|
—
|
289,054,386
|
| Taxable
Municipal Obligations |
—
|
11,780,430
|
—
|
11,780,430
|
| Total
Investments |
$ —
|
$307,064,125
|
$ —
|
$307,064,125
|
Eaton Vance
National Municipal Opportunities Trust
September 30, 2023
Board of
Trustees’ Contract Approval
Overview of the Contract Review Process
The Investment Company Act of 1940, as amended (the “1940
Act”), provides, in substance, that the investment advisory agreement between a fund and its investment adviser will continue in effect from year-to-year only if its continuation is approved on an annual basis by a vote of the fund’s
board of trustees, including a majority of the trustees who are not “interested persons” of the fund (“independent trustees”), cast in person at a meeting called for the purpose of considering such approval.
At a meeting held on June 8, 2023, the Boards of
Trustees/Directors (collectively, the “Board”) that oversee the registered investment companies advised by Eaton Vance Management or its affiliate, Boston Management and Research (the “Eaton Vance Funds”), including a
majority of the independent trustees (the “Independent Trustees”), voted to approve the continuation of existing investment advisory agreements and sub-advisory
agreements1 for each of the Eaton Vance Funds for an additional one-year period. The Board relied upon the affirmative recommendation of its Contract Review Committee, which is
a committee exclusively comprised of Independent Trustees. Prior to making its recommendation, the Contract Review Committee reviewed information furnished by the adviser and sub-adviser to each of the Eaton Vance Funds (including information
specifically requested by the Board) for a series of formal meetings held between April and June 2023, as well as certain additional information provided in response to specific requests from the Independent Trustees as members of the Contract
Review Committee. Members of the Contract Review Committee also considered information received at prior meetings of the Board and its committees, to the extent such information was relevant to the Contract Review Committee’s annual evaluation
of the investment advisory agreements and sub-advisory agreements.
In connection with its evaluation of the investment advisory
agreements and sub-advisory agreements, the Board considered various information relating to the Eaton Vance Funds. This included information applicable to all or groups of Eaton Vance Funds, which is referenced immediately below, and information
applicable to the particular Eaton Vance Fund covered by this report (each “Eaton Vance Fund” is referred to below as a “fund”). (For funds that invest through one or more underlying portfolios, references to “each
fund” in this section may include information that was considered at the portfolio-level.)
Information about Fees, Performance and Expenses
• A report from an independent
data provider comparing advisory and other fees paid by each fund to such fees paid by comparable funds, as identified by the independent data provider (“comparable funds”);
• A report from an independent
data provider comparing each fund’s total expense ratio (and its components) to those of comparable funds;
• A report from an independent
data provider comparing the investment performance of each fund (including, as relevant, total return data, income data, Sharpe ratios and information ratios) to the investment performance of comparable funds and, as applicable, benchmark indices,
over various time periods;
• In certain instances, data
regarding investment performance relative to customized groups of peer funds and blended indices identified by the adviser in consultation with the Portfolio Management Committee of the Board (a committee exclusively comprised of Independent
Trustees);
• Comparative
information concerning the fees charged and services provided by the adviser and sub-adviser to each fund in managing other accounts (which may include other mutual funds, collective investment funds and institutional accounts) using investment
strategies and techniques similar to those used in managing such fund(s), if any;
• Profitability analyses with
respect to the adviser and sub-adviser to each of the funds;
Information about Portfolio Management and Trading
• Descriptions of the investment
management services provided to each fund, as well as each of the funds’ investment strategies and policies;
• The procedures and processes
used to determine the value of fund assets, including, when necessary, the determination of “fair value” and actions taken to monitor and test the effectiveness of such procedures and processes;
• Information about the policies
and practices of each fund’s adviser and sub-adviser with respect to trading, including their processes for seeking best execution of portfolio transactions;
• Information about the
allocation of brokerage transactions and the benefits, if any, received by the adviser and sub-adviser to each fund as a result of brokerage allocation, including, as applicable, information concerning the acquisition of research through client
commission arrangements and policies with respect to “soft dollars”;
• Data relating to the portfolio
turnover rate of each fund and related information regarding active management in the context of particular strategies;
Information about each Adviser and Sub-adviser
• Reports detailing the
financial results and condition of the adviser and sub-adviser to each fund;
• Information regarding the
individual investment professionals whose responsibilities include portfolio management and investment research for the funds, and, for portfolio managers and certain other investment professionals, information relating to their responsibilities
with respect to managing other mutual funds and investment accounts, as applicable;
1 Not all Eaton Vance Funds have entered into a sub-advisory agreement with a sub-adviser. Accordingly,
references to “sub-adviser” or “sub-advisory agreement” in this “Overview” section may not be applicable to the particular Eaton Vance Fund covered by this report.
Eaton Vance
National Municipal Opportunities Trust
September 30, 2023
Board of
Trustees’ Contract Approval — continued
• Information regarding the
adviser’s and its parent company’s (Morgan Stanley’s) efforts to retain and attract talented investment professionals, including in the context of a competitive marketplace for talent, as well as the ongoing unique environment
presented by hybrid, remote and other alternative work arrangements;
• Information regarding the
adviser’s compensation methodology for its investment professionals and the incentives and accountability it creates, along with investment professionals’ investments in the fund(s) they manage;
• The Code of Ethics of the
adviser and its affiliates and the sub-adviser of each fund, together with information relating to compliance with, and the administration of, such codes;
• Policies and procedures
relating to proxy voting, including regular reporting with respect to fund proxy voting activities;
• Information regarding the
handling of corporate actions and class actions, as well as information regarding litigation and other regulatory matters;
• Information concerning the
resources devoted to compliance efforts undertaken by the adviser and its affiliates and the sub-adviser of each fund, if any, including descriptions of their various compliance programs and their record of compliance;
• Information concerning the
business continuity and disaster recovery plans of the adviser and its affiliates and the sub-adviser of each fund, if any;
• A description of Eaton Vance
Management’s and Boston Management and Research’s oversight of sub-advisers, including with respect to regulatory and compliance issues, investment management and other matters;
Other Relevant Information
• Information regarding
ongoing initiatives to further integrate and harmonize, where applicable, the investment management and other departments of the adviser and its affiliates with the overall investment management infrastructure of Morgan Stanley, in light of Morgan
Stanley’s acquisition of Eaton Vance Corp. on March 1, 2021;
• Information concerning the
nature, cost and character of the administrative and other non-investment advisory services provided by Eaton Vance Management and its affiliates;
• Information concerning
oversight of the relationship with the custodian, subcustodians, fund accountants, and other third-party service providers by the adviser and/or administrator to each of the funds;
• Information concerning efforts
to implement policies and procedures with respect to various recently adopted regulations applicable to the funds, including Rule 12d1-4 (the Fund-of-Funds Rule), Rule 18f-4 (the Derivatives Rule) and Rule 2a-5 (the Fair Valuation Rule);
• For an Eaton Vance Fund
structured as an exchange-listed closed-end fund, information concerning the benefits of the closed-end fund structure, as well as, where relevant, the closed-end fund’s market prices (including as compared to the closed-end fund’s net
asset value (NAV)), trading volume data, continued use of auction preferred shares (where applicable), distribution rates and other relevant matters;
• The risks which the adviser
and/or its affiliates incur in connection with the management and operation of the funds, including, among others, litigation, regulatory, entrepreneurial, and other business risks (and the associated costs of such risks); and
• The terms of each investment
advisory agreement and sub-advisory agreement.
During the
various meetings of the Board and its committees over the course of the year leading up to the June 8, 2023 meeting, the Board received information from portfolio managers and other investment professionals of the advisers and sub-advisers of the
funds regarding investment and performance matters, and considered various investment and trading strategies used in pursuing the funds’ investment objectives. The Board also received information regarding risk management techniques employed
in connection with the management of the funds. The Board and its committees evaluated issues pertaining to industry and regulatory developments, compliance procedures, fund governance and other issues with respect to the funds, and received and
participated in reports and presentations provided by Eaton Vance Management, Boston Management and Research and fund sub-advisers, with respect to such matters. In addition to the formal meetings of the Board and its committees, the Independent
Trustees held regular teleconferences to discuss, among other topics, matters relating to the continuation of investment advisory agreements and sub-advisory agreements.
The Contract Review Committee was advised throughout the
contract review process by Goodwin Procter LLP, independent legal counsel for the Independent Trustees. The members of the Contract Review Committee, with the advice of such counsel, exercised their own business judgment in determining the material
factors to be considered in evaluating each investment advisory agreement and sub-advisory agreement and the weight to be given to each such factor. The conclusions reached with respect to each investment advisory agreement and sub-advisory
agreement were based on a comprehensive evaluation of all the information provided and not any single factor. Moreover, each member of the Contract Review Committee may have placed varying emphasis on particular factors in reaching conclusions with
respect to each investment advisory agreement and sub-advisory agreement. In evaluating each investment advisory agreement and sub-advisory agreement, including the fee structures and other terms contained in such agreements, the members of the
Contract Review Committee were also informed by multiple years of analysis and discussion with the adviser and sub-adviser to each of the Eaton Vance Funds.
Results of the Contract Review Process
Based on its consideration of the foregoing, and such other
information it deemed relevant, including the factors and conclusions described below, the Contract Review Committee concluded that the continuation of the investment advisory and administrative agreement between Eaton Vance National Municipal
Opportunities Trust (the “Fund”) and Eaton Vance Management (the “Adviser”), including its fee structure, is in the interests of shareholders and, therefore, recommended to the Board approval of the agreement. Based on the
recommendation of the Contract Review Committee, the Board, including a majority of the Independent Trustees, voted to approve continuation of the investment advisory and administrative agreement for the Fund.
Eaton Vance
National Municipal Opportunities Trust
September 30, 2023
Board of
Trustees’ Contract Approval — continued
Nature, Extent and Quality of Services
In considering whether to approve the investment advisory and
administrative agreement for the Fund, the Board evaluated the nature, extent and quality of services provided to the Fund by the Adviser.
The Board considered the Adviser’s management
capabilities and investment processes in light of the types of investments held by the Fund, including the education, experience and number of investment professionals and other personnel who provide portfolio management, investment research, and
similar services to the Fund. In particular, the Board considered, where relevant, the abilities and experience of the Adviser’s investment professionals in analyzing factors such as credit risk, tax efficiency and special considerations
relevant to investing in municipal obligations, Treasury securities and other securities backed by the U.S. government or its agencies. The Board considered the Adviser’s municipal bond team, which includes investment professionals and credit
specialists who provide services to the Fund. The Board also took into account the resources dedicated to portfolio management and other services, the compensation methods of the Adviser and other factors, including the reputation and resources of
the Adviser to recruit and retain highly qualified research, advisory and supervisory investment professionals. In addition, the Board considered the time and attention devoted to the Eaton Vance Funds, including the Fund, by senior management, as
well as the infrastructure, operational capabilities and support staff in place to assist in the portfolio management and operations of the Fund, including the provision of administrative services. The Board also considered the business-related and
other risks to which the Adviser or its affiliates may be subject in managing the Fund. The Board considered the deep experience of the Adviser and its affiliates with managing and operating funds organized as exchange-listed closed-end funds, such
as the Fund. In this regard, the Board considered, among other things, the Adviser’s and its affiliates’ experience with implementing leverage arrangements, monitoring and assessing trading price discounts and premiums and adhering to
the requirements of securities exchanges.
The Board
considered the compliance programs of the Adviser and relevant affiliates thereof. The Board considered compliance and reporting matters regarding, among other things, personal trading by investment professionals, disclosure of portfolio holdings,
late trading, frequent trading, portfolio valuation, business continuity and the allocation of investment opportunities. The Board also considered the responses of the Adviser and its affiliates to requests in recent years from regulatory
authorities, such as the Securities and Exchange Commission and the Financial Industry Regulatory Authority.
The Board considered other administrative services provided or
overseen by Eaton Vance Management and its affiliates, including transfer agency and accounting services. The Board evaluated the benefits to shareholders of investing in a fund that is a part of a large fund complex offering exposure to a variety
of asset classes and investment disciplines.
After
consideration of the foregoing factors, among others, the Board concluded that the nature, extent and quality of services provided by the Adviser, taken as a whole, are appropriate and consistent with the terms of the investment advisory and
administrative agreement.
Fund Performance
The Board compared the Fund’s investment performance to
that of comparable funds identified by an independent data provider (the peer group), as well as an appropriate benchmark index, and assessed the Fund’s performance on the basis of total return and current income return. The Board’s
review included comparative performance data with respect to the Fund for the one-, three-, five- and ten-year periods ended December 31, 2022. The Board considered, among other things, the Adviser’s efforts to generate competitive levels of
tax-exempt current income over time. In this regard, the Board noted that the performance of the Fund was higher than the median performance of the Fund’s peer group for the three-year period. The Board also noted that the performance of the
Fund was lower than its benchmark index for the three-year period. The Board considered, among other things, the Adviser’s efforts to generate competitive levels of tax-exempt current income over time through investments that, relative to
comparable funds, focus on higher quality municipal bonds with longer maturities. The Board concluded that the performance of the Fund was satisfactory.
Management Fees and Expenses
The Board considered contractual fee rates payable by the Fund
for advisory and administrative services (referred to collectively as “management fees”). As part of its review, the Board considered the Fund’s management fees and total expense ratio for the one-year period ended December 31,
2022, as compared to those of comparable funds, before and after giving effect to any undertaking to waive fees or reimburse expenses. The Board also considered certain factors identified by management in response to inquiries from the Contract
Review Committee regarding each Fund’s total expense ratio relative to comparable funds.
After considering the foregoing information, and in light of
the nature, extent and quality of the services provided by the Adviser, the Board concluded that the management fees charged for advisory and related services are reasonable.
Profitability and “Fall-Out” Benefits
The Board considered the level of profits realized by the
Adviser and relevant affiliates thereof in providing investment advisory and administrative services to the Fund and to all Eaton Vance Funds as a group. The Board considered the level of profits realized without regard to marketing support or other
payments by the Adviser and its affiliates to third parties in respect of distribution or other services.
The Board concluded that, in light of the foregoing factors and
the nature, extent and quality of the services rendered, the profits realized by the Adviser and its affiliates are deemed not to be excessive.
Eaton Vance
National Municipal Opportunities Trust
September 30, 2023
Board of
Trustees’ Contract Approval — continued
The
Board also considered direct or indirect fall-out benefits received by the Adviser and its affiliates in connection with their respective relationships with the Fund, including the benefits of research services that may be available to the Adviser
as a result of securities transactions effected for the Fund and other investment advisory clients.
Economies of Scale
In reviewing management fees and profitability, the Board also
considered the extent to which the Adviser and its affiliates, on the one hand, and the Fund, on the other hand, can expect to realize benefits from economies of scale as the assets of the Fund increase. The Board acknowledged the difficulty in
accurately measuring the benefits resulting from economies of scale, if any, with respect to the management of any specific fund or group of funds. The Board reviewed data summarizing the increases and decreases in the assets of the Fund and of all
Eaton Vance Funds as a group over various time periods, and evaluated the extent to which the total expense ratio of the Fund and the profitability of the Adviser and its affiliates may have been affected by such increases or decreases. Based upon
the foregoing, the Board concluded that the Fund currently shares in the benefits from economies of scale, if any, when they are realized by the Adviser. The Board also considered the fact that the Fund is not continuously offered in the same manner
as an open-end fund and that the Fund is authorized to issue additional common shares through a shelf offering. The Board also concluded that the structure of the advisory fee, which includes breakpoints at certain asset levels, will allow the Fund
to continue to benefit from any economies of scale in the future.
Eaton Vance
National Municipal Opportunities Trust
September 30, 2023
| Officers
|
Kenneth
A. Topping
President |
Nicholas
S. Di Lorenzo
Secretary |
Deidre
E. Walsh
Vice President and Chief Legal Officer |
Richard F.
Froio
Chief Compliance Officer |
James
F. Kirchner
Treasurer |
|
George
J. Gorman
Chairperson |
|
| Alan
C. Bowser(1) |
|
| Mark
R. Fetting |
|
| Cynthia
E. Frost |
|
| Valerie
A. Mosley |
|
| Anchal
Pachnanda*(2) |
|
| Keith
Quinton |
|
| Marcus
L. Smith |
|
| Susan
J. Sutherland |
|
| Scott
E. Wennerholm |
|
| Nancy
A. Wiser |
|
| *
|
Interested
Trustee |
|
(1) |
Mr.
Bowser began serving as Trustee effective January 4, 2023. |
|
(2) |
Ms.
Pachnanda began serving as Trustee effective April 1, 2023. |
| Privacy
Notice |
April 2021
|
| FACTS
|
WHAT
DOES EATON VANCE DO WITH YOUR
PERSONAL INFORMATION? |
| Why?
|
Financial
companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read
this notice carefully to understand what we do. |
| |
|
| What?
|
The
types of personal information we collect and share depend on the product or service you have with us. This information can include:■ Social Security number and income
■ investment
experience and risk tolerance
■ checking account number and wire transfer instructions |
| |
|
| How?
|
All
financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons Eaton Vance
chooses to share; and whether you can limit this sharing. |
Reasons
we can share your
personal information |
Does
Eaton Vance
share? |
Can
you limit
this sharing? |
| For
our everyday business purposes — such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus |
Yes
|
No
|
| For
our marketing purposes — to offer our products and services to you |
Yes
|
No
|
| For
joint marketing with other financial companies |
No
|
We
don’t share |
| For
our investment management affiliates’ everyday business purposes — information about your transactions, experiences, and creditworthiness |
Yes
|
Yes
|
| For
our affiliates’ everyday business purposes — information about your transactions and experiences |
Yes
|
No
|
| For
our affiliates’ everyday business purposes — information about your creditworthiness |
No
|
We
don’t share |
| For
our investment management affiliates to market to you |
Yes
|
Yes
|
| For
our affiliates to market to you |
No
|
We
don’t share |
| For
nonaffiliates to market to you |
No
|
We
don’t share |
To
limit our
sharing |
Call
toll-free 1-800-262-1122 or email: EVPrivacy@eatonvance.comPlease note:If you are a new customer,
we can begin sharing your information 30 days from the date we sent this notice. When you are no longer our customer, we continue to share your information as described in this notice. However, you can contact
us at any time to limit our sharing. |
| Questions?
|
Call
toll-free 1-800-262-1122 or email: EVPrivacy@eatonvance.com |
| Privacy
Notice — continued |
April 2021
|
| Who
we are |
| Who
is providing this notice? |
Eaton
Vance Management, Eaton Vance Distributors, Inc., Eaton Vance Trust Company, Eaton Vance Management (International) Limited, Eaton Vance Advisers International Ltd., Eaton Vance Global Advisors Limited, Eaton Vance Management’s Real Estate
Investment Group, Boston Management and Research, Calvert Research and Management, Eaton Vance and Calvert Fund Families and our investment advisory affiliates (“Eaton Vance”) (see Investment Management Affiliates definition below)
|
| What
we do |
How
does Eaton Vance
protect my personal
information? |
To
protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings. We have policies governing the proper handling of
customer information by personnel and requiring third parties that provide support to adhere to appropriate security standards with respect to such information. |
How
does Eaton Vance
collect my personal
information? |
We
collect your personal information, for example, when you■ open an account or make deposits or withdrawals from your account
■ buy securities from us or make a wire transfer
■ give us your contact informationWe also collect your personal information from others, such as credit bureaus, affiliates, or other companies. |
| Why
can’t I limit all sharing? |
Federal
law gives you the right to limit only■ sharing for affiliates’ everyday business purposes — information about your creditworthiness
■ affiliates from using your information
to market to you
■ sharing for nonaffiliates to market to youState laws and individual companies may give you additional rights to limit sharing. See below for more on your rights under state law.
|
| Definitions
|
Investment
Management
Affiliates |
Eaton
Vance Investment Management Affiliates include registered investment advisers, registered broker- dealers, and registered and unregistered funds. Investment Management Affiliates does not include entities associated with Morgan Stanley Wealth
Management, such as Morgan Stanley Smith Barney LLC and Morgan Stanley & Co. |
| Affiliates
|
Companies
related by common ownership or control. They can be financial and nonfinancial companies.■ Our affiliates include companies with a Morgan Stanley name and financial
companies such as Morgan Stanley Smith Barney LLC and Morgan Stanley & Co. |
| Nonaffiliates
|
Companies
not related by common ownership or control. They can be financial and nonfinancial companies.■ Eaton Vance does not share with nonaffiliates so they can market to
you. |
| Joint
marketing |
A
formal agreement between nonaffiliated financial companies that together market financial products or services to you.■ Eaton Vance doesn’t jointly market.
|
| Other
important information |
| Vermont:
Except as permitted by law, we will not share personal information we collect about Vermont residents with Nonaffiliates unless you provide us with your written consent to share such
information.California: Except as permitted by law, we will not share personal information we collect about California residents with Nonaffiliates and we will limit sharing
such personal information with our Affiliates to comply with California privacy laws that apply to us. |
Delivery of Shareholder Documents. The Securities and Exchange Commission (SEC) permits funds to deliver only one copy of shareholder documents, including prospectuses, proxy statements and
shareholder reports, to fund investors with multiple accounts at the same residential or post office box address. This practice is often called “householding” and it helps eliminate duplicate mailings to shareholders. Equiniti Trust Company, LLC (“EQ”), the closed-end funds transfer agent, or your financial intermediary, may household the mailing of your documents
indefinitely unless you instruct EQ, or your financial intermediary, otherwise. If you would prefer that your Eaton Vance documents not be householded, please contact EQ or your financial
intermediary. Your instructions that householding not apply to delivery of your Eaton Vance documents will typically be effective within 30 days of receipt by EQ or your financial intermediary.
Portfolio
Holdings. Each Eaton Vance Fund and its underlying Portfolio(s) (if applicable) files a schedule of portfolio holdings on Part F to Form N-PORT with the
SEC. Certain information filed on Form N-PORT may be viewed on the Eaton Vance website at www.eatonvance.com, by calling Eaton Vance at 1-800-262-1122 or in the EDGAR database on the SEC’s website at www.sec.gov.
Proxy
Voting. From time to time, funds are required to vote proxies related to the securities held by the funds. The Eaton Vance Funds or their underlying
Portfolios (if applicable) vote proxies according to a set of policies and procedures approved by the Funds’ and Portfolios’ Boards. You may obtain a description of these policies and procedures and information on how the Funds or
Portfolios voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, without charge, upon request, by calling 1-800-262-1122 and by accessing the SEC’s website at www.sec.gov.
Share Repurchase
Program. The Fund’s Board of Trustees has approved a share repurchase program authorizing the Fund to repurchase up to 10% of its common shares
outstanding as of the last day of the prior calendar year in open-market transactions at a discount to net asset value. The repurchase program does not obligate the Fund to purchase a specific amount of shares. The Fund’s repurchase activity,
including the number of shares purchased, average price and average discount to net asset value, is disclosed in the Fund’s annual and semi-annual reports to shareholders.
Additional Notice to Shareholders. If applicable, a Fund may also redeem or purchase its outstanding preferred shares in order to maintain compliance with regulatory requirements, borrowing or
rating agency requirements or for other purposes as it deems appropriate or necessary.
Closed-End Fund Information. Eaton Vance closed-end funds make fund performance data and certain information about portfolio characteristics available on the Eaton Vance website shortly
after the end of each month. Other information about the funds is available on the website. The funds’ net asset value per share is readily accessible on the Eaton Vance website. Portfolio holdings for the most recent month-end are also posted
to the website approximately 30 days following the end of the month. This information is available at www.eatonvance.com on the fund information pages under “Closed-End Funds & Term Trusts.”
This Page Intentionally Left
Blank
Investment Adviser and Administrator
Eaton Vance Management
Two International Place
Boston, MA 02110
Custodian
State Street Bank and Trust Company
One Congress Street, Suite 1
Boston, MA 02114-2016
Transfer Agent
Equiniti Trust Company, LLC
6201 15th Avenue
Brooklyn, NY 11219
Fund Offices
Two International Place
Boston, MA 02110
Item 2. Code of Ethics
The registrant (sometimes referred to as the “Fund”) has adopted a code of ethics applicable to its Principal Executive Officer, Principal Financial
Officer and Principal Accounting Officer. The registrant undertakes to provide a copy of such code of ethics to any person upon request, without charge, by calling 1-800-262-1122. The registrant has not amended the code of ethics as described in Form N-CSR during the period covered by this report. The registrant has not
granted any waiver, including an implicit waiver, from a provision of the code of ethics as described in Form N-CSR during the period covered by this report.
Item 3. Audit Committee Financial Expert
The
registrant’s Board of Trustees (the “Board”) has designated George J. Gorman and Scott E. Wennerholm, each an independent trustee, as audit committee financial experts. Mr. Gorman is a certified public accountant who is the
Principal at George J. Gorman LLC (a consulting firm). Previously, Mr. Gorman served in various capacities at Ernst & Young LLP (a registered public accounting firm), including as Senior Partner. Mr. Gorman also has experience
serving as an independent trustee and audit committee financial expert of other mutual fund complexes. Mr. Wennerholm is a private investor. Previously, Mr. Wennerholm served as a Trustee at Wheelock College (postsecondary institution), as
a Consultant at GF Parish Group (executive recruiting firm), Chief Operating Officer and Executive Vice President at BNY Mellon Asset Management (investment management firm), Chief Operating Officer and Chief Financial Officer at Natixis Global
Asset Management (investment management firm), and Vice President at Fidelity Investments Institutional Services (investment management firm).
Item 4. Principal Accountant Fees and Services
(a) –(d)
The following table presents the aggregate
fees billed to the registrant for the registrant’s fiscal years ended September 30, 2022 and September 30, 2023 by the registrant’s principal accountant, Deloitte & Touche LLP (“D&T”), for professional
services rendered for the audit of the registrant’s annual financial statements and fees billed for other services rendered by D&T during such periods.
|
|
|
|
|
|
|
|
|
| Fiscal Years Ended |
|
9/30/22 |
|
|
9/30/23 |
|
| Audit Fees |
|
$ |
80,900 |
|
|
$ |
80,900 |
|
| Audit-Related Fees(1) |
|
$ |
0 |
|
|
$ |
0 |
|
| Tax Fees(2) |
|
$ |
350 |
|
|
$ |
0 |
|
| All Other Fees(3) |
|
$ |
0 |
|
|
$ |
0 |
|
|
|
|
|
|
|
|
|
|
| Total |
|
$ |
81,250 |
|
|
$ |
80,900 |
|
|
|
|
|
|
|
|
|
|
| (1) |
Audit-related fees consist of the aggregate fees billed for assurance and related services that are reasonably
related to the performance of the audit of the registrant’s financial statements and are not reported under the category of audit fees. |
| (2) |
Tax fees consist of the aggregate fees billed for professional services rendered by the principal accountant
relating to tax compliance, tax advice, and tax planning and specifically include fees for tax return preparation and other related tax compliance/planning matters. |
| (3) |
All other fees consist of the aggregate fees billed for products and services provided by the principal
accountant other than audit, audit-related, and tax services. |
(e)(1) The registrant’s audit committee has adopted policies and
procedures relating to the pre-approval of services provided by the registrant’s principal accountant (the “Pre-Approval Policies”). The Pre-Approval Policies establish a framework intended to assist the audit committee in the proper discharge of its pre-approval responsibilities. As a general matter, the Pre-Approval Policies (i) specify certain types of audit, audit-related, tax, and other services determined to be pre-approved by the audit committee; and
(ii) delineate specific procedures governing the mechanics of the pre-approval process, including the approval and monitoring of audit and non-audit service fees.
Unless a service is specifically pre-approved under the Pre-Approval Policies, it must be separately pre-approved by the audit
committee.
The Pre-Approval Policies and the types of audit and non-audit
services pre-approved therein must be reviewed and ratified by the registrant’s audit committee at least annually. The registrant’s audit committee maintains full responsibility for the appointment,
compensation, and oversight of the work of the registrant’s principal accountant.
(e)(2) No services described in paragraphs (b)-(d) above were
approved by the registrant’s audit committee pursuant to the “de minimis exception” set forth in Rule 2-01 (c)(7)(i)(C) of Regulation S-X.
(f) Not applicable.
(g) The following table presents (i) the aggregate non-audit fees (i.e., fees for audit-related, tax, and other
services) billed to the registrant by D&T for the registrant’s fiscal years ended September 30, 2022 and September 30, 2023; and (ii) the aggregate non-audit fees (i.e., fees for
audit-related, tax, and other services) billed to the Eaton Vance organization by D&T for the same time periods.
|
|
|
|
|
|
|
|
|
| Fiscal Years Ended |
|
9/30/22 |
|
|
9/30/23 |
|
| Registrant |
|
$ |
350 |
|
|
$ |
0 |
|
| Eaton Vance(1) |
|
$ |
52,836 |
|
|
$ |
52,836 |
|
| (1) |
The investment adviser to the registrant, as well as any of its affiliates that provide ongoing services to the
registrant, are subsidiaries of Morgan Stanley. |
(h) The registrant’s audit committee has considered whether the provision by the
registrant’s principal accountant of non-audit services to the registrant’s investment adviser and any entity controlling, controlled by, or under common control with the adviser that provides
ongoing services to the registrant that were not pre-approved pursuant to Rule 2-01(c)(7)(ii) of Regulation S-X is compatible
with maintaining the principal accountant’s independence.
(i) Not applicable.
(j) Not applicable.
Item 5. Audit Committee of Listed
Registrants
The registrant has a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the
Securities and Exchange Act of 1934, as amended. George J. Gorman, Keith Quinton, Scott E. Wennerholm (Chair), and Nancy A. Wiser are the members of the registrant’s audit committee.
Item 6. Schedule of Investments
Please see schedule
of investments contained in the Report to Stockholders included under Item 1 of this Form N-CSR.
Item 7.
Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies
The Board of
the Fund has adopted a proxy voting policy and procedure (the “Fund Policy”), pursuant to which the trustees have delegated proxy voting responsibility to the Fund’s investment adviser and adopted the investment adviser’s proxy
voting policies and procedures (the “Policies”) which are described below. The trustees will review the Policies annually. In the event that a conflict of interest arises between the Fund’s shareholders and the investment adviser, the
administrator, or any of their affiliates or any affiliate of the Fund, the investment adviser will generally refrain from voting the proxies related to the companies giving rise to such conflict until it consults with the Board, or any committee, sub-committee or group of independent trustees identified by the Board, which will instruct the investment adviser on the appropriate course of action. If the Board Members are unable to meet and the failure to vote
a proxy would have a material adverse impact on the Fund, the investment adviser may vote such proxy, provided that it discloses the existence of the material conflict to the Chairperson of the Fund’s Board as soon as practicable and to the
Board at its next meeting.
The Policies are designed to promote accountability of a company’s management to its shareholders and to
align the interests of management with those shareholders. An independent proxy voting service (“Agent”), currently Institutional Shareholder Services, Inc., has been retained to assist in the voting of proxies through the provision of
vote analysis, implementation and recordkeeping and disclosure services. The investment adviser will generally vote proxies through the Agent. The Agent is required to vote all proxies in accordance with customized proxy voting guidelines (the
“Guidelines”) and/or refer them back to the investment adviser pursuant to the Policies.
The Agent is required to establish and maintain
adequate internal controls and policies in connection with the provision of proxy voting services, including methods to reasonably ensure that its analysis and recommendations are not influenced by a conflict of interest. The Guidelines include
voting guidelines for matters relating to, among other things, the election of directors, approval of independent auditors, executive compensation, corporate structure and anti-takeover defenses. The investment adviser may cause the Fund to abstain
from voting from time to time where it determines that the costs associated with voting a proxy outweigh the benefits derived from exercising the right to vote or it is unable to access or access timely ballots or other proxy information, among
other stated reasons. The Agent will refer Fund proxies to the investment adviser for instructions under circumstances where, among others: (1) the application of the Guidelines is unclear; (2) a particular proxy question is not covered by
the Guidelines; or (3) the Guidelines require input from the investment adviser. When a proxy voting issue has been referred to the investment adviser, the analyst (or portfolio manager if applicable) covering the company subject to the proxy
proposal determines the final vote (or decision not to vote) and the investment adviser’s Proxy Administrator (described below) instructs the Agent to vote accordingly for securities held by the Fund. Where more than one analyst covers a
particular company and the recommendations of such analysts voting a proposal conflict, the investment adviser’s Global Proxy Group (described below) will review such recommendations and any other available information related to the proposal
and determine the manner in which it should be voted, which may result in different recommendations for the Fund that may differ from other clients of the investment adviser.
The investment adviser has appointed a Proxy Administrator to assist in the coordination of the voting of client proxies (including the Fund’s) in
accordance with the Guidelines and the Policies. The investment adviser and its affiliates have also established a Global Proxy Group. The Global Proxy Group develops the investment adviser’s positions on all major corporate issues, creates the
Guidelines and oversees the proxy voting process. The Proxy Administrator maintains 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. Before instructing the Agent to vote contrary to the Guidelines or the recommendation of the Agent, the Proxy Administrator will provide the Global Proxy Group with the Agent’s recommendation for the proposal along with any other
relevant materials, including the basis for the analyst’s recommendation. The Proxy Administrator will then instruct the Agent to vote the proxy in the manner determined by the Global Proxy Group. A similar process will be followed if the Agent
has a conflict of interest with respect to a proxy. The investment adviser will report to the Fund’s Board any votes cast contrary to the Guidelines or Agent recommendations, as applicable, no less than annually.
The investment adviser’s Global Proxy Group is responsible for monitoring and resolving possible material conflicts with respect to proxy voting. Because
the Guidelines are predetermined and designed to be in the best interests of shareholders, application of the Guidelines to vote client proxies should, in most cases, adequately address any possible conflict of interest. The investment adviser will
monitor situations that may result in a conflict of interest between any of its clients and the investment adviser or any of its affiliates by maintaining a list of significant existing and prospective corporate clients. The Proxy Administrator will
compare such list with the names of companies of which he or she has been referred a proxy statement (the “Proxy Companies”). If a company on the list is also a Proxy Company, the Proxy Administrator will report that fact to the Global
Proxy Group. If the Proxy Administrator intends to instruct the Agent to vote in a manner inconsistent with the Guidelines, the Global Proxy Group will first determine, in consultation with legal counsel if necessary, whether a material conflict
exists. If it is determined that a material conflict exists, the investment adviser will seek instruction on how the proxy should be voted from the Fund’s Board, or any committee or subcommittee identified by the Board. If a matter is referred
to the Global Proxy Group, the decision made and basis for the decision will be documented by the Proxy Administrator and/or Global Proxy Group.
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 Securities
and Exchange Commission’s website at http://www.sec.gov.
Item 8. Portfolio Managers of
Closed-End Management Investment Companies
Eaton Vance Management (“EVM” or “Eaton Vance”)
is the investment adviser of each Fund. Cynthia J. Clemson and Julie P. Callahan, CFA are the portfolio managers of Eaton Vance Municipal Bond Fund. Christopher J. Eustance, CFA and Paul Metheny, CFA are the portfolio managers of Eaton Vance New
York Municipal Bond Fund. Trevor G. Smith and Carl Thompson, CFA are the portfolio managers of Eaton Vance California Municipal Bond Fund. Each portfolio manager is a Vice President of EVM and also manages other Eaton Vance portfolios.
Ms. Clemson and Messrs. Brandon, Eustance, Metheny, Smith and Thompson have been members of the Eaton Vance organization for more than five years. Ms. Callahan has been a Vice President of EVM since September 2021 and has been a Managing
Director at Morgan Stanley Investment Management Inc. (“MSIM”), an affiliate of EVM, since 2020. Prior to joining MSIM, she was a senior member of the municipal bond portfolio management team at PIMCO from 2011 to 2020. This information is
provided as of the date of filing this report.
The following table shows, as of each Fund’s 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
All
Accounts |
|
|
Total Assets of
All Accounts |
|
|
Number of Accounts
Paying a
Performance Fee |
|
|
Total Assets of
Accounts Paying a
Performance Fee |
|
| Cynthia J. Clemson |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Registered Investment Companies |
|
|
8 |
|
|
$ |
3,813.0 |
|
|
|
0 |
|
|
$ |
0 |
|
| Other Pooled Investment Vehicles |
|
|
0 |
|
|
$ |
0 |
|
|
|
0 |
|
|
$ |
0 |
|
| Other Accounts |
|
|
8 |
|
|
$ |
24.4 |
|
|
|
0 |
|
|
$ |
0 |
|
| Julie P. Callahan, CFA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Registered Investment Companies |
|
|
9 |
|
|
$ |
2,547.9 |
|
|
|
0 |
|
|
$ |
0 |
|
| Other Pooled Investment Vehicles |
|
|
0 |
|
|
$ |
0 |
|
|
|
0 |
|
|
$ |
0 |
|
| Other Accounts |
|
|
0 |
|
|
$ |
0 |
|
|
|
0 |
|
|
$ |
0 |
|
| Christopher J. Eustance, CFA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Registered Investment Companies |
|
|
11 |
|
|
$ |
6,053.3 |
|
|
|
0 |
|
|
$ |
0 |
|
| Other Pooled Investment Vehicles |
|
|
0 |
|
|
$ |
0 |
|
|
|
0 |
|
|
$ |
0 |
|
| Other Accounts |
|
|
0 |
|
|
$ |
0 |
|
|
|
0 |
|
|
$ |
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Number of
All
Accounts |
|
|
Total Assets of
All Accounts |
|
|
Number of Accounts
Paying a
Performance Fee |
|
|
Total Assets of
Accounts Paying a
Performance Fee |
|
| Paul Metheny, CFA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Registered Investment Companies |
|
|
3 |
|
|
$ |
1,028.3 |
|
|
|
0 |
|
|
$ |
0 |
|
| Other Pooled Investment Vehicles |
|
|
0 |
|
|
$ |
0 |
|
|
|
0 |
|
|
$ |
0 |
|
| Other Accounts |
|
|
3 |
|
|
$ |
521.7 |
|
|
|
0 |
|
|
$ |
0 |
|
| Trevor G. Smith |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Registered Investment Companies |
|
|
12 |
|
|
$ |
3,415.0 |
|
|
|
0 |
|
|
$ |
0 |
|
| Other Pooled Investment Vehicles |
|
|
2 |
|
|
$ |
156.5 |
|
|
|
0 |
|
|
$ |
0 |
|
| Other Accounts |
|
|
2 |
|
|
$ |
24.4 |
|
|
|
0 |
|
|
$ |
0 |
|
| Carl Thompson, CFA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Registered Investment Companies |
|
|
6 |
|
|
$ |
649.9 |
|
|
|
0 |
|
|
$ |
0 |
|
| Other Pooled Investment Vehicles |
|
|
0 |
|
|
$ |
0 |
|
|
|
0 |
|
|
$ |
0 |
|
| Other Accounts |
|
|
0 |
|
|
$ |
0 |
|
|
|
0 |
|
|
$ |
0 |
|
The following table shows the dollar range of Fund shares beneficially owned by each portfolio manager as of each Fund’s
most recent fiscal year end.
|
|
|
| Fund Name and Portfolio Managers |
|
Dollar Range of Equity Securities
Beneficially Owned in the Fund |
| California Municipal Bond Fund |
|
|
| Trevor G. Smith |
|
None |
| Carl Thompson, CFA |
|
None |
|
|
| Municipal Bond Fund |
|
|
| Cynthia J. Clemson |
|
None |
| Julie P. Callahan, CFA |
|
None |
|
|
| New York Municipal Bond Fund |
|
|
| Christopher J. Eustance, CFA |
|
None |
| Paul Metheny, CFA |
|
None |
Potential for Conflicts of Interest. It is possible that conflicts of interest may arise in connection with a portfolio
manager’s management of the Fund’s investments on the one hand and the investments of other accounts for which a portfolio manager is responsible 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, the 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. EVM has adopted several policies and procedures designed to address these potential
conflicts including a code of ethics and policies that govern the investment adviser’s trading practices, including among other things the aggregation and allocation of trades among clients, brokerage allocations, cross trades and best
execution.
Compensation Structure for EVM
The compensation structure of Eaton Vance and its affiliates that are investment advisers (for purposes of this section “Eaton Vance”) is based on a
total reward system of base salary and incentive compensation, which is paid either in the form of cash bonus, or for employees meeting the specified deferred compensation eligibility threshold, partially as a cash bonus and partially as mandatory
deferred compensation. Deferred compensation granted to Eaton Vance employees is generally granted as a mix of deferred cash awards under the Investment Management Alignment Plan (IMAP) and equity-based awards in the form of stock units. The portion
of incentive compensation granted in the form of a deferred compensation award and the terms of such awards are determined annually by the Compensation, Management Development and Succession Committee of Morgan Stanley.
Base salary compensation. Generally, portfolio managers receive base salary compensation based on the level of their position with the adviser.
Incentive compensation. In addition to base compensation, portfolio managers may receive discretionary year-end
compensation. Incentive compensation may include:
| |
• |
|
A mandatory program that defers a portion of incentive compensation into restricted stock units or other awards
based on Morgan Stanley common stock or other plans that are subject to vesting and other conditions. |
| |
• |
|
IMAP is a cash-based deferred compensation plan designed to increase the alignment of participants’
interests with the interests of clients. For eligible employees, a portion of their deferred compensation is mandatorily deferred into IMAP on an annual basis. Awards granted under IMAP are notionally invested in referenced funds available pursuant
to the plan, which are funds advised by MSIM and its affiliates that are investment advisers. Portfolio managers are required to notionally invest a minimum of 40% of their account balance in the designated funds that they manage and are included in
the IMAP notional investment fund menu. |
| |
• |
|
Deferred compensation awards are typically subject to vesting over a multi-year period and are subject to
cancellation through the payment date for competition, cause (i.e., any act or omission that constitutes a breach of obligation to the Funds, including failure to comply with internal compliance, ethics or risk management standards, and failure or
refusal to perform duties satisfactorily, including supervisory and management duties), disclosure of proprietary information, and solicitation of employees or clients. Awards are also subject to clawback through the payment date if an
employee’s act or omission (including with respect to direct supervisory responsibilities) causes a restatement of the firm’s consolidated financial results, constitutes a violation of the firm’s global risk management principles,
policies and standards, or causes a loss of revenue associated with a position on which the employee was paid and the employee operated outside of internal control policies. |
Eaton Vance compensates employees based on principles of pay-for-performance,
market competitiveness and risk management. Eligibility for, and the amount of any, discretionary compensation is subject to a multi-dimensional process. Specifically, consideration is given to one or more of the following factors, which can vary by
portfolio management team and circumstances:
| |
• |
|
Revenue and profitability of the business and/or each fund/account managed by the portfolio manager
|
| |
• |
|
Revenue and profitability of the Firm |
| |
• |
|
Return on equity and risk factors of both the business units and Morgan Stanley |
| |
• |
|
Assets managed by the portfolio manager |
| |
• |
|
External market conditions |
| |
• |
|
New business development and business sustainability |
| |
• |
|
Contribution to client objectives |
| |
• |
|
Team, product and/or MSIM and its affiliates that are investment advisers (including Eaton Vance) performance
|
| |
• |
|
The pre-tax investment performance of the funds/accounts managed by the
portfolio manager (which may, in certain cases, be measured against the applicable benchmark(s) and/or peer group(s) over one, three and five-year periods) |
| |
• |
|
Individual contribution and performance |
Further, the firm’s Global Incentive Compensation Discretion Policy requires compensation managers to consider Further the only legitimate, business
related factors when exercising discretion in determining variable incentive compensation, including adherence to Morgan Stanley’s core values, conduct, disciplinary actions in the current performance year, risk management and risk outcomes.
Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated
Purchasers
No such purchases this period.
Item 10. Submission of Matters to a Vote of Security Holders
No material changes.
Item 11. Controls and Procedures
(a) It is the conclusion of the registrant’s principal executive officer and principal financial officer that the effectiveness of the
registrant’s current disclosure controls and procedures (such disclosure controls and procedures having been evaluated within 90 days of the date of this filing) provide reasonable assurance that the information required to be disclosed by the
registrant has been recorded, processed, summarized and reported within the time period specified in the Commission’s rules and forms and that the information required to be disclosed by the registrant has been accumulated and communicated to
the registrant’s principal executive officer and principal financial officer in order to allow timely decisions regarding required disclosure.
(b)
There have been no changes in the registrant’s internal controls over financial reporting during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal
control over financial reporting.
Item 12. Disclosure of Securities Lending Activities for Closed-End
Management Investment Companies
No activity to report for the registrant’s most recent fiscal year end.
Item 13. Exhibits
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
Eaton Vance New York Municipal Bond Fund
|
|
|
| By: |
|
/s/ Kenneth A. Topping |
|
|
Kenneth A. Topping |
|
|
President |
Date: November 21, 2023
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following
persons on behalf of the registrant and in the capacities and on the dates indicated.
|
|
|
| By: |
|
/s/ James F. Kirchner |
|
|
James F. Kirchner |
|
|
Treasurer |
Date: November 21, 2023
|
|
|
| By: |
|
/s/ Kenneth A. Topping |
|
|
Kenneth A. Topping |
|
|
President |
Date: November 21, 2023
Eaton Vance New York Municipal Bond Fund
FORM N-CSR
Exhibit 13(a)(2)(i)
CERTIFICATION
I, James F. Kirchner, certify that:
1. I have
reviewed this report on Form N-CSR of Eaton Vance New York Municipal Bond Fund;
2. Based on my knowledge, this
report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period
covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in
all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in
this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the
Investment Company Act of 1940) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and
presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the period
covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s
board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the
design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s
internal control over financial reporting.
|
|
|
|
|
|
|
| Date: November 21, 2023 |
|
|
|
|
|
/s/ James F. Kirchner |
|
|
|
|
|
|
James F. Kirchner |
|
|
|
|
|
|
Treasurer |
Eaton Vance New York Municipal Bond Fund
FORM N-CSR
Exhibit 13(a)(2)(ii)
CERTIFICATION
I, Kenneth A. Topping, certify that:
1. I have reviewed this
report on Form N-CSR of Eaton Vance New York Municipal Bond Fund;
2. Based on my knowledge, this report does not
contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this
report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material
respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as
defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment
Company Act of 1940) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls
and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in
which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over
financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted
accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this
report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the period
covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s
board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the
design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s
internal control over financial reporting.
|
|
|
|
|
|
|
| Date: November 21, 2023 |
|
|
|
|
|
/s/ Kenneth A. Topping |
|
|
|
|
|
|
Kenneth A. Topping |
|
|
|
|
|
|
President |
Form N-CSR Item 13(b) Exhibit
CERTIFICATION PURSUANT TO
18
U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
The undersigned hereby certify in their capacity as Treasurer and President, respectively, of Eaton Vance New York Municipal Bond Fund (the
“Fund”), that:
| (a) |
The Annual Report of the Fund on Form N-CSR for the period ended
September 30, 2023 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
| (b) |
The information contained in the Report fairly presents, in all material respects, the financial condition and
the results of operations of the Fund for such period. |
A signed original of this written statement required by section 906
has been provided to the Fund and will be retained by the Fund and furnished to the Securities and Exchange Commission or its staff upon request.
Eaton Vance New York Municipal Bond Fund
Date:
November 21, 2023
|
| /s/ James F. Kirchner |
| James F. Kirchner |
| Treasurer |
Date: November 21, 2023
|
| /s/ Kenneth A. Topping |
| Kenneth A. Topping |
| President |
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