PROPOSAL 1. ELECTION OF TRUSTEES
Each Fund’s Agreement and Declaration of Trust provides that a
majority of the Trustees shall fix the number of the entire Board and that such number shall be at least two and no greater than fifteen.
Each Board has fixed the number of Trustees at twelve. Under the terms of each Fund’s Agreement and Declaration of Trust, the Board
of Trustees is divided into three classes, each class having a term of three years to expire on the date of the third Annual Meeting following
its election. Thus, this could delay for up to two years the replacement of a majority of the Board.
The Board of Trustees recommends that shareholders vote FOR the election
of the Trustee nominees of each Fund.
Each nominee is currently serving as a Trustee of his or her respective
Fund and has consented to continue to so serve. In the event that a nominee is unable to serve for any reason (which is not now expected)
when the election occurs, the accompanying proxy will be voted for such other person or persons as the Board of Trustees may recommend.
Election of Trustees is non-cumulative. Shareholders do not have appraisal rights in connection with the proposal in this proxy statement.
Each nominee shall be elected by the affirmative vote of a plurality
of the shares of the Fund entitled to vote. Proxies cannot be voted for a greater number of persons than the number of nominees named.
No nominee is a party adverse to his or her respective Fund or any of its affiliates in any material pending legal proceeding, nor does
any nominee have an interest materially adverse to such Fund.
Under the terms of Senior Floating-Rate Trust’s By-laws, as amended,
the holders of the APS are entitled as a class, to the exclusion of the holders of the Common Shares, to elect two Trustees of the Fund.
Senior Floating-Rate Trust’s By-laws further provide for the election of the other nominees named above
by the holders of the Common Shares and the APS, voting together as a single class.
The following table presents certain information regarding the current
Trustees of each Fund, including the principal occupations of each such person for at least the last five years. References below to “EFR”
are to Senior Floating-Rate Trust, to “EVT” are to Tax-Advantaged Dividend Income Fund, to “ETG” are to Tax-Advantaged
Global Dividend Income Fund, to “ETY” are to Tax-Managed Diversified Equity Income Fund and to “EXG” are to Tax-Managed
Global Diversified Equity Income Fund. Information in the table below about a Trustee's position with a Fund, the period as a Trustee
and the current term of each Trustee are for all Funds unless otherwise noted. Mr. Faust, who is currently a Class II Trustee of EFR,
ETG and EVT, is not standing for election at the meeting and is expected to retire from all Eaton Vance Funds effective on or about August
3, 2023.
Each current Trustee listed above served as a Trustee of 129 funds within
the Eaton Vance fund complex as of May 30, 2023 (including both funds and portfolios in a hub and spoke structure). The address of each
Trustee is Two International Place, Boston, Massachusetts 02110.
Each Trustee holds office until the Annual Meeting for the year in which
his or her term expires and until his or her successor is elected and qualified, subject to a prior death, resignation, retirement, disqualification
or removal. Under the terms of each Fund’s current Trustee retirement policy, an Independent Trustee must retire and resign as a
Trustee on the earlier of: (i) the first day of July following his or her 74th birthday; or (ii), with limited exception, December
31st of the 20th year in which he or she has served as a Trustee. However, if such retirement and resignation would
cause a Fund to be out of compliance with Section 16 of the Investment Company Act of 1940, as amended (the “1940 Act”) or
any other regulations or guidance of the Securities and Exchange Commission (“SEC”), then such retirement and resignation
will not become effective until such time as action has been taken for a
Fund to be in compliance with Section 16 of the 1940 Act and any other regulations or guidance of the SEC. Mr. Faust has apprised the
Board of Trustees that he intends to retire as a Trustee of all Eaton Vance Funds effective on or about August 3, 2023.
Mr. Faust is an “interested person” (as defined in the 1940
Act) by reason of his affiliation with Eaton Vance, each Fund’s investment adviser, and his positions with MSIM, BMR, EVD and EV,
which are affiliates of the Fund, and his former position with EVC, which was an affiliate of the Fund prior to March 1, 2021. Ms. Pachnanda
is also an interested person because of her position with MSIM.
Share Ownership by Trustee
As of May 30, 2023, Mr. Quinton beneficially owned over $100,000 of
Senior Floating-Rate Trust's equity securities. The following table shows, as of May 30, 2023, the dollar range of equity securities beneficially
owned by each Trustee in all registered investment companies advised or administered by Eaton Vance (the “Eaton Vance family of
funds”) overseen by the Trustee.
| |
Name of Trustee |
Aggregate Dollar Range of Equity
Securities Beneficially Owned in Funds
Overseen by Trustee in the
Eaton Vance Family of Funds |
| Interested Trustee |
|
| |
Thomas E. Faust Jr. |
Over $100,000 |
| |
Anchal Pachnanda(1) |
None |
| Noninterested Trustees |
|
| |
Alan C. Bowser(2) |
None |
| |
Mark R. Fetting |
Over $100,000 |
| |
Cynthia E. Frost |
Over $100,000 |
| |
George J. Gorman |
Over $100,000 |
| |
Valerie A. Mosley |
Over $100,000 |
| |
Keith Quinton |
Over $100,000 |
| |
Marcus L. Smith |
Over $100,000 |
| |
Susan J. Sutherland |
Over $100,000(3) |
| |
Scott E. Wennerholm |
Over $100,000(3) |
| |
Nancy A. Wiser |
Over $100,000 |
| (1) Ms. Pachnanda began serving as a Trustee effective April 1, 2023. |
| (2) Mr. Bowser began serving as a Trustee effective January 4, 2023. |
| (3) Includes shares which may be deemed to be beneficially owned through the Trustee Deferred Compensation Plan. |
Board Meetings and Committees
The Board has general oversight responsibility with respect to the business
and affairs of each Fund. The Board has engaged an investment adviser and (if applicable) a sub-adviser (collectively, the “adviser”)
to manage each Fund. The Funds’ investment adviser also serves as administrator of each Fund. The Board is responsible for overseeing
such adviser and administrator and other service providers to the Fund. The Board is currently composed of twelve Trustees, including
ten Trustees who are not “interested persons” of a Fund, as that term is defined in the 1940 Act (each a “noninterested
Trustee”). In addition to six regularly scheduled meetings per year, the Board holds special meetings or informal conference calls
to discuss specific matters that may require action prior to the next regular meeting. As discussed below, the Board has established six
committees to assist the Board in performing its oversight responsibilities.
| | 6 | Proxy Statement dated June 26, 2023 |
The Board has appointed a noninterested Trustee to serve in the role
of Chairperson. The Chairperson’s primary role is to participate in the preparation of the agenda for meetings of the Board and
the identification of information to be presented to the Board with respect to matters to be acted upon by the Board.
The Chairperson also presides at all meetings of the Board and acts as a liaison with service providers, officers, attorneys, and other
Board members generally between meetings. The Chairperson may perform such other functions as may be requested by the Board from time
to time. In addition, the Board may appoint a noninterested Trustee to serve in the role of Vice-Chairperson. The Vice-Chairperson has
the power and authority to perform any or all of the duties and responsibilities of the Chairperson in the absence of the Chairperson
and/or as requested by the Chairperson. Except for any duties specified herein or pursuant to each Fund’s Declaration of Trust or
By-Laws, the designation of Chairperson or Vice-Chairperson does not impose on such noninterested Trustee any duties, obligations or liability
that is greater than the duties, obligations or liability imposed on such person as a member of the Board, generally.
Each Fund is subject to a number of risks, including, among others,
investment, compliance, operational, and valuation risks. Risk oversight is part of the Board’s general oversight of each Fund and
is addressed as part of various activities of the Board and its Committees. As part of its oversight of each Fund, the Board directly,
or through a Committee, relies on and reviews reports from, among others, Fund management, the adviser/administrator, the principal underwriter,
the Chief Compliance Officer (the “CCO”), and other Fund service providers responsible for day-to-day oversight of Fund investments,
operations and compliance to assist the Board in identifying and understanding the nature and extent of risks and determining whether,
and to what extent, such risks can or should be mitigated. The Board also interacts with the CCO and with senior personnel of the adviser/administrator,
the principal underwriter and other Fund service providers and provides input on risk management issues during meetings of the Board and
its Committees. Each of the adviser/administrator, the principal underwriter and the other Fund service providers has its own independent
interest and responsibilities in risk management, and its policies and methods for carrying out risk management functions will depend,
in part, on its individual priorities, resources and controls. It is not possible to identify all of the risks that may affect a Fund
or to develop processes and controls to eliminate or mitigate their occurrence or effects. Moreover, it is necessary to bear certain risks
(such as investment-related risks) to achieve a Fund’s goals.
The Board, with the assistance of management and with input from the
Board’s various committees, reviews investment policies and risks in connection with its review of Fund performance. The Board has
appointed a Fund CCO who oversees the implementation and testing of each Fund’s compliance program and reports to the Board regarding
compliance matters for the Funds and their principal service providers. In addition, as part of the Board’s periodic review of the
advisory, subadvisory (if applicable), distribution and other service provider agreements, the Board may consider risk management aspects
of their operations and the functions for which they are responsible. With respect to valuation, the Board approves and periodically reviews
valuation policies and procedures applicable to valuing each Fund’s shares. The administrator and the adviser are responsible for
the implementation and day-to-day administration of these valuation policies and procedures and provide reports to the Audit Committee
of the Board and the Board regarding these and related matters. In addition, the Audit Committee of the Board or the Board receives reports
periodically from the independent public accounting firm for each Fund regarding tests performed by such firm on the valuation of all
securities, as well as with respect to other risks associated with registered investment companies. Reports received from service providers,
legal counsel and the independent public accounting firm assist the Board in performing its oversight function.
Each Fund’s By-Laws set forth specific qualifications to serve
as a Trustee. The Charter of the Governance Committee also sets forth certain factors that the Committee may take into account in considering
noninterested Trustee candidates. In general, no one factor is decisive in the selection of an individual to join the Board. Among the
factors the Board considers when concluding that an individual should serve on the Board are the following: (i) knowledge in matters relating
to the mutual fund industry; (ii) experience as a director or senior officer of public companies; (iii) educational background; (iv) reputation
for high ethical standards and professional integrity; (v) specific financial, technical or other expertise, and the extent to which such
expertise would complement the Board members’ existing mix of skills, core competencies and qualifications; (vi) perceived ability
to contribute to the ongoing functions of the Board, including the ability and commitment to attend meetings regularly and work collaboratively
with other members of the Board; (vii) the ability to qualify as a noninterested Trustee for purposes of the 1940 Act and any other actual
or potential conflicts of interest involving the individual and each Fund; and (viii) such other factors as the Board determines to be
relevant in light of the existing composition of the Board.
Among the attributes or skills common to all Board members are their
ability to review critically, evaluate, question and discuss information provided to them, to interact effectively with the other members
of the Board, management, sub-advisers, other service providers, counsel and independent registered public accounting firms, and to exercise
effective and independent business judgment in the performance of their duties as members of the Board. Each Board member’s ability
to perform his or her duties effectively has been attained through the Board member’s business, consulting, public service and/or
academic positions and through experience from service as a member of the Boards of the Eaton Vance family of funds (“Eaton Vance
Fund Boards”) (and/or in other capacities, including for any predecessor funds), public companies, or non-profit entities or other
organizations as set forth below. Each Board member’s ability to perform his or her duties effectively also has been enhanced by his or her educational
background, professional training, and/or other life experiences.
| | 7 | Proxy Statement dated June 26, 2023 |
In respect of each current member of the Board, the individual’s
substantial professional accomplishments and experience, including in fields related to the operations of registered investment companies,
were a significant factor in the determination that the individual should serve as a member of the Board. The following is a summary of
each Board member’s particular professional experience and additional considerations that contributed to the Board’s conclusion
that he or she should serve as a member of the Board:
Alan C. Bowser.
Mr. Bowser has served as a Board member of the Eaton Vance open-end funds since April 4, 2022 and of the Eaton Vance closed-end
funds since January 4, 2023. Mr. Bowser has over 25 years of experience in the financial services industry, most of which has been dedicated
to leading investment advisory teams serving institutions, family offices, and ultra-high net worth individuals in the U.S. and Latin
America. From 2011-2023, Mr. Bowser served in several capacities at Bridgewater Associates, an asset management firm, including most recently
serving as Chief Diversity Officer in addition to being a Partner and a member of the Operating Committee. Prior to joining Bridgewater
Associates, he was Managing Director and Head of Investment Services at UBS Wealth Management Americas from 2007 to 2011 and, before that,
Managing Director and Head of Client Solutions for the Latin America Division at the Citibank Private Bank from 1999 to 2007. Mr. Bowser
has been an Independent Director of Stout Risius Ross since 2021, a founding Board Member of the Black Hedge Fund Professionals Network
and has served on the Boards of the Robert Toigo Foundation, the New York Urban League, the University of Pennsylvania, and as Vice Chairman
of the Greater Miami Chamber of Commerce Task Force on Ethics. In 2020, he was recognized as one of the top 100 “EMPower Ethnic
Minority Executive Role Models.”
Thomas E.
Faust Jr. Mr. Faust has served as a member of the Eaton Vance Fund Boards since 2007. Effective March 1, 2021, he is Chairman
of MSIM. He is also a member of the Board of Managers and President of EV, and Chief Executive Officer and President of Eaton Vance and
BMR. Mr. Faust previously served as Chairman and Chief Executive Officer of EVC from 2007 through March 1, 2021 and as President of EVC
from 2006 through March 1, 2021. Mr. Faust also previously served as a Director of EVD from 2007 through February 15, 2022. Mr. Faust
served as a Director of Hexavest Inc. from 2012-2021. From 2016 through 2019, Mr. Faust served as a Director of SigFig Wealth Management
LLC. Mr. Faust previously served as an equity analyst, portfolio manager, Director of Equity Research and Management and Chief Investment
Officer of Eaton Vance from 1985-2007. He holds B.S. degrees in Mechanical Engineering and Economics from the Massachusetts Institute
of Technology and an MBA from Harvard Business School. Mr. Faust has been a Chartered Financial Analyst since 1988. He is a trustee and
member of the executive committee of the Boston Symphony Orchestra, Inc. and trustee emeritus of Wellesley College.
Mark R. Fetting.
Mr. Fetting has served as a member of the Eaton Vance Fund Boards since 2016 and is the Chairperson of the Contract Review Committee.
He has over 30 years of experience in the investment management industry as an executive and in various leadership roles. From 2000 through
2012, Mr. Fetting served in several capacities at Legg Mason, Inc., including most recently serving as President, Chief Executive Officer,
Director and Chairman from 2008 to his retirement in 2012. He also served as a Director/Trustee and Chairman of the Legg Mason family
of funds from 2008-2012 and Director/Trustee of the Royce family of funds from 2001-2012. From 2001 through 2008, Mr. Fetting also served
as President of the Legg Mason family of funds. From 1991 through 2000, Mr. Fetting served as Division President and Senior Officer of
Prudential Financial Group, Inc. and related companies. Early in his professional career, Mr. Fetting was a Vice President at T. Rowe
Price and served in leadership roles within the firm’s mutual fund division from 1981-1987.
Cynthia E.
Frost. Ms. Frost has served as a member of the Eaton Vance Fund Boards since 2014. From 2000 through 2012, Ms. Frost was the
Chief Investment Officer of Brown University, where she oversaw the evaluation, selection and monitoring of the third party investment
managers who managed the university’s endowment. From 1995 through 2000, Ms. Frost was a Portfolio Strategist for Duke Management
Company, which oversaw Duke University’s endowment. Ms. Frost also served in various investment and consulting roles at Cambridge
Associates from 1989-1995, Bain and Company from 1987-1989 and BA Investment Management Company from 1983-1985. She serves as a member
of the investment committee of the MCNC Endowment.
George J.
Gorman. Mr. Gorman has served as a member of the Eaton Vance Fund Boards since 2014 and is the Independent Chairperson of the
Board. From 1974 through 2009, Mr. Gorman served in various capacities at Ernst & Young LLP, including as a Senior Partner in the
Asset Management Group (from 1988) specializing in managing engagement teams responsible for auditing mutual funds registered with the
SEC, hedge funds and private equity funds. Mr. Gorman also has experience serving as an independent trustee of other mutual fund complexes,
including the Bank of America Money Market Funds Series Trust from 2011-2014 and the Ashmore Funds from 2010-2014.
| | 8 | Proxy Statement dated June 26, 2023 |
Valerie A.
Mosley. Ms. Mosley has served as a member of the Eaton Vance Fund Boards since 2014 and is the Chairperson of the Governance
Committee. In 2020 she founded Upward Wealth, Inc., doing business as BrightUp, a fintech platform focused on helping everyday workers
grow their net worth and reinforce their self-worth. From 1992 through 2012, Ms. Mosley served in several capacities at Wellington
Management Company, LLP, an investment management firm, including as a Partner, Senior Vice President, Portfolio Manager and Investment
Strategist. Ms. Mosley also served as Chief Investment Officer at PG Corbin Asset Management from 1990-1992 and worked in institutional
corporate bond sales at Kidder Peabody from 1986-1990. She is a Director of Envestnet, Inc., a provider of intelligent systems for wealth
management and financial wellness and, DraftKings, Inc., a digital sports entertainment and gaming company. In addition, she is also a
board member of Caribou Financial, Inc., an auto loan refinancing company. Ms. Mosley previously served as a Director of Dynex Capital,
Inc., a mortgage REIT from 2013-2020, a Director of Progress Investment Management Company, a manager of emerging managers, until 2020
and as a Director of Groupon, Inc., an e-commerce platform from 2020-2022. She serves as a trustee or board member of several major non-profit
organizations and endowments.
Anchal Pachnanda.
Ms. Pachnanda has served as a member of the Eaton Vance Funds Board since 2023. Ms. Pachnanda has been the Co-Head of Strategy of MSIM
since 2019. From 2017-2019, Ms. Pachnanda served as Head of Strategy of MSIM. Ms. Pachnanda began her career at Morgan Stanley as an intern
in 2000 and has held various roles during her tenure.
Keith Quinton.
Mr. Quinton has served as a member of the Eaton Vance Fund Boards since October 1, 2018 and is the Chairperson of the Ad Hoc Committee
for Closed-End Fund Matters. He had over thirty years of experience in the investment industry before retiring from Fidelity Investments
in 2014. Prior to joining Fidelity, Mr. Quinton was a vice president and quantitative analyst at MFS Investment Management from 2000-2001.
From 1997 through 2000, he was a senior quantitative analyst at Santander Global Advisors and, from 1995 through 1997, Mr. Quinton was
senior vice president in the quantitative equity research department at Putnam Investments. Prior to joining Putnam Investments, Mr. Quinton
served in various investment roles at Eberstadt Fleming, Falconwood Securities Corporation and Drexel Burnham Lambert, where he began
his career in the investment industry as a senior quantitative analyst in 1983. Mr. Quinton served as an Independent Investment Committee
Member of the New Hampshire Retirement System, a five member committee that manages investments based on the investment policy and asset
allocation approved by the board of trustees (2017-2021), and as a Director, (2016-2021) and Chairman, (2019-2021) of the New Hampshire
Municipal Bond Bank.
Marcus L.
Smith. Mr. Smith has served as a member of the Eaton Vance Fund Boards since October 1, 2018 and is the Chairperson of
the Portfolio Management Committee. Mr. Smith has been a Director of First Industrial Realty Trust, Inc., a fully integrated owner, operator
and developer of industrial real estate, since 2021, where he serves on the Investment and Nominating/Corporate Governance Committees.
Since 2017, Mr. Smith has been a Director of MSCI Inc., a leading provider of investment decision support tools worldwide, where he serves
on the Compensation and Talent Management Committee and Strategy & Finance Committee. From 2017 through 2018, he served as a Director
of DCT Industrial Trust Inc., a leading logistics real estate company, where he served as a member of the Nominating and Corporate Governance
and Audit Committees. From 1994 through 2017, Mr. Smith served in several capacities at MFS Investment Management, an investment
management firm, where he managed the MFS Institutional International Fund for 17 years and the MFS Concentrated International Fund for
10 years. In addition to his portfolio management duties, Mr. Smith served as Chief Investment Officer, Canada from 2012-2017, Chief
Investment Officer, Asia from 2010-2012, and Director of Asian Research from 2005-2010. Prior to joining MFS, Mr. Smith was a senior
consultant at Andersen Consulting (now known as Accenture) from 1988-1992. Mr. Smith served as a United States Army Reserve Officer from
1987-1992. He was also a trustee of the University of Mount Union from 2008-2020 and served on the Boston advisory board of the
Posse Foundation from 2015-2021. Mr. Smith currently sits on the Harvard Medical School Advisory Council on Education, the Board of Directors
for Facing History and Ourselves and is a Trustee of the Core Knowledge Foundation.
Susan J.
Sutherland. Ms. Sutherland has served as a member of the Eaton Vance Fund Boards since 2015 and is the Chairperson of the Compliance
Reports and Regulatory Matters Committee. She is also a Director of Ascot Group Limited and certain of its subsidiaries. Ascot Group Limited,
through its related businesses including Syndicate 1414 at Lloyd’s of London, is a leading global underwriter of specialty property
and casualty insurance and reinsurance. In addition, Ms. Sutherland was a Director of Kairos Acquisition Corp. from 2021 until its dissolution
in 2023, which had concentrated on acquisition and business combination efforts within the insurance and insurance technology (also known
as “InsurTech”) sectors. Ms. Sutherland was also a Director of Montpelier Re Holdings Ltd., a global provider of customized
reinsurance and insurance products, from 2013 until its sale in 2015 and of Hagerty Holding Corp., a leading provider of specialized automobile
and marine insurance from 2015-2018. From 1982 through 2013, Ms. Sutherland was an associate, counsel and then a partner in the Financial
Institutions Group of Skadden, Arps, Slate, Meagher & Flom LLP, where she primarily represented U.S. and international insurance and
reinsurance companies, investment banks and private equity firms in insurance-related corporate transactions. In
addition, Ms. Sutherland has also served as a board member of prominent non-profit organizations.
| | 9 | Proxy Statement dated June 26, 2023 |
Scott E.
Wennerholm. Mr. Wennerholm has served as a member of the Eaton Vance Fund Boards since 2016 and is the Chairperson of the Audit
Committee. He has over 30 years of experience in the financial services industry in various leadership and executive roles. Mr. Wennerholm
served as Chief Operating Officer and Executive Vice President at BNY Mellon Asset Management from 2005-2011. He also served as Chief
Operating Officer and Chief Financial Officer at Natixis Global Asset Management from 1997-2004 and was a Vice President at Fidelity Investments
Institutional Services from 1994-1997. In addition, Mr. Wennerholm served as a Trustee at Wheelock College, a postsecondary institution
from 2012-2018.
Nancy A.
Wiser. Ms. Wiser has served as a member of the Eaton Vance Fund Boards since April 4, 2022. She also serves as a corporate
Director of Rimes Technologies, a data management company based in London (since 2022). Ms. Wiser has over 30 years of experience in the
investment management and financial services industry. From 2011-2021, Ms. Wiser served as an Executive Vice President and the Global
Head of Operations at Wells Fargo Asset Management, where she oversaw operations and governance matters. In the role of governance, Ms.
Wiser served as chairman of the board for the Wells Fargo Asset Management United Kingdom and Luxembourg legal entities as well as the
Luxembourg funds. Additionally, Ms. Wiser served as the Treasurer for the Wells Fargo Funds from 2012-2021. Prior to joining Wells Fargo
Asset Management, Ms. Wiser served as Chief Operating Officer and Chief Compliance Officer for two registered asset management companies
where she oversaw all non-investment activities. She currently serves on the University of Minnesota Foundation Board of Trustees (since
2022) and previously served on several other non-profit boards including her alma
mater Providence College Business Advisory board, Boston Scores and the National Black MBA Advisory board.
During the fiscal year ended October 31, 2022, the Trustees of each
Fund met eight times. Each Board of Trustees has several standing Committees, including the Audit Committee, the Contract Review Committee,
the Governance Committee, the Portfolio Management Committee, the Compliance Reports and Regulatory Matters Committee and the Ad Hoc Committee
for Closed-End Fund Matters. The Audit Committee met eleven times, the Contract Review Committee met nine times, the Governance Committee
met seven times, the Portfolio Management Committee met eight times, the Compliance Reports and Regulatory Matters Committee met seven
times and the Ad Hoc Committee for Closed-End Fund Matters met three times during such period. Each Trustee attended at least 75% of the
Board and Committee meetings on which he or she serves. None of the Trustees attended the Funds’ 2022 Annual Meeting of Shareholders.
Each Committee of the Board of Trustees of each Fund is comprised of
only noninterested Trustees. The respective duties and responsibilities of these Committees remain under the continuing review of the
Governance Committee and the Board.
Messrs. Wennerholm (Chairperson), Gorman and Quinton and Ms. Wiser are
members of the Audit Committee. The Board has designated Messrs. Gorman and Wennerholm, each a noninterested Trustee, as “audit
committee financial experts” as that term is defined in the applicable SEC rules. Each Audit Committee member is independent under
applicable listing standards of the New York Stock Exchange. The purposes of the Audit Committee are to (i) oversee each Fund’s
accounting and financial reporting processes, its internal control over financial reporting, and, as appropriate, the internal control
over financial reporting of certain service providers; (ii) oversee or, as appropriate, assist Board oversight of the quality and integrity
of each Fund’s financial statements and the independent audit thereof; (iii) oversee, or, as appropriate, assist Board oversight
of, each Fund’s compliance with legal and regulatory requirements that relate to the Fund’s accounting and financial reporting,
internal control over financial reporting and independent audits; (iv) approve, prior to appointment, the engagement and, when appropriate,
replacement of the independent auditors, and, if applicable, nominate independent auditors to be proposed for shareholder ratification
in any proxy statement of each Fund; (v) evaluate the qualifications, independence and performance of the independent registered public
accounting firm and the audit partner in charge of leading the audit; and (vi) prepare, as necessary, audit committee reports consistent
with the requirements of applicable SEC and stock exchange rules for inclusion in the proxy statement for the Annual Meeting of Shareholders
of the Fund. Each Fund’s Board of Trustees has adopted a written charter for its Audit Committee, a copy of which is attached as
Exhibit A. The Audit Committee’s Report is set forth below under “Additional Information.”
Messrs. Fetting (Chairperson), Bowser, Gorman, Quinton, Smith and Wennerholm
and Mses. Frost, Mosley, Sutherland and Wiser are members of the Contract Review Committee. The purposes of the Contract Review Committee
are to consider, evaluate and make recommendations to the Board concerning the following matters: (i) contractual arrangements with each
service provider to each Fund, including advisory, sub-advisory, transfer agency, custodial and fund accounting, distribution services
(if any) and administrative services; (ii) any and all other matters in which any of each Fund’s service providers (including Eaton Vance or any affiliated
entity thereof) has an actual or potential conflict of interest with the interests of the Fund or its shareholders; and (iii) any other
matter appropriate for review by the noninterested Trustees, unless the matter is within the responsibilities of other Committees of the
Board.
| | 10 | Proxy Statement dated June 26, 2023 |
Messrs. Smith (Chairperson), Bowser and Wennerholm and Mses. Frost and
Mosley are members of the Portfolio Management Committee. The purposes of the Portfolio Management Committee are to: (i) assist the Board
in its oversight of the portfolio management process employed by each Fund and their investment adviser and sub-adviser(s), if applicable,
relative to the Funds’ stated objective(s), strategies and restrictions; (ii) assist the Board in its oversight of the trading policies
and procedures and risk management techniques applicable to the Funds; and (iii) assist the Board in its monitoring of the performance
results of all funds, giving special attention to the performance of certain funds that it or the Board of Trustees identifies from time
to time.
Mses. Sutherland (Chairperson) and Wiser and Messrs. Fetting and Quinton
are members of the Compliance Reports and Regulatory Matters Committee. The purposes of the Compliance Reports and Regulatory Matters
Committee are to: (i) assist the Board in its oversight role with respect to compliance issues and certain other regulatory matters affecting
the Funds; (ii) serve as a liaison between the Board of Trustees and the Funds’ CCO; and (iii) serve as a “qualified legal
compliance committee” within the rules promulgated by the SEC.
Messrs. Smith (Chairperson), Fetting and Quinton and Ms. Sutherland
are members of the Ad Hoc Committee for Closed-End Fund Matters. The purpose of the Ad Hoc Committee for Closed-End Fund Matters is to
consider, evaluate and make recommendations to the Board with respect to issues specifically related to Eaton Vance Closed-End Funds.
Mses. Mosley (Chairperson), Frost, Sutherland and Wiser and Messrs.
Fetting, Gorman, Quinton, Smith and Wennerholm are members of the Governance Committee. Each Governance Committee member is independent
under applicable listing standards of the New York Stock Exchange. The purpose of the Governance Committee is to consider, evaluate and
make recommendations to the Board with respect to the structure, membership and operation of the Board and the Committees thereof, including
the nomination and selection of noninterested Trustees and a Chairperson of the Board and the compensation of such persons.
Each Fund’s Board has adopted a written charter for its Governance
Committee, a copy of which is available on the Eaton Vance website, https://funds.eatonvance.com/closed-end-fund-and-term-trust-documents.php.
The Governance Committee identifies candidates by obtaining referrals from such sources as it deems appropriate, which may include current
Trustees, management of the Fund, counsel and other advisors to the Trustees, and shareholders of the Funds who submit recommendations
in accordance with the procedures described in the Committee’s charter. In no event shall the Governance Committee consider as a
candidate to fill any vacancy an individual recommended by management of the Funds, unless the Governance Committee has invited management
to make such a recommendation. The Governance Committee will, when a vacancy exists, consider a nominee for Trustee recommended by a shareholder,
provided that such recommendation is submitted in writing to the Fund’s Secretary at the principal executive office of the Fund.
Such recommendations must be accompanied by biographical and occupational data on the candidate (including whether the candidate would
be an “interested person” of the Fund), a written consent by the candidate to be named as a nominee and to serve as Trustee
if elected, record and ownership information for the recommending shareholder with respect to the Fund, and a description of any arrangements
or understandings regarding recommendation of the candidate for consideration. The Governance Committee’s procedures for evaluating
candidates for the position of noninterested Trustee are set forth in an appendix to the Committee’s charter.
The Governance Committee does not have a formal policy to consider diversity
when identifying candidates for the position of noninterested Trustee. Rather, as a matter of practice, the Committee considers the overall
diversity of the Board’s composition when identifying candidates. Specifically, the Committee considers how a particular candidate
could be expected to contribute to overall diversity in the backgrounds, skills and experiences of the Board’s members and thereby
enhance the effectiveness of the Board. In addition, as part of its annual self-evaluation, the Board has an opportunity to consider the
diversity of its members, including specifically whether the Board’s members have the right mix of characteristics, experiences
and skills. The results of the self-evaluation are considered by the Governance Committee in its decision-making process with respect
to candidates for the position of noninterested Trustee.
Communications with the Board of Trustees
Shareholders wishing to communicate with the Board may do so by sending
a written communication to the Chairperson of the Board of Trustees, the Chairperson of any Committee of the Board of Trustees or to the
noninterested Trustees as a group, at the following address: Two International Place, Boston, Massachusetts 02110, c/o the Secretary of
the applicable Fund.
| | 11 | Proxy Statement dated June 26, 2023 |
Remuneration of Trustees
Each noninterested Trustee is compensated for his or her services according
to a fee schedule adopted by each Board of Trustees, and receives a fee that consists of an annual retainer and a committee service component.
Each Fund pays each noninterested Trustee a pro rata share, as described below, of: (i) an annual retainer of $305,000(1);
(ii) an additional annual retainer of $150,000 for serving as the Chairperson of the noninterested Trustees; (iii) an additional annual
retainer of $82,500 for Committee Service; (iv) an additional annual retainer of $15,000 for serving on four or more Committees, not including
the Ad Hoc Committee; (v) an additional annual retainer of $35,000 for serving as the Governance Committee Chairperson, the Audit Committee
Chairperson, the Compliance Committee Chairperson, the Contract Review Committee Chairperson or the Portfolio Management Committee Chairperson
(to be split evenly in the event of Co-Chairpersons); (vi) the Chairperson of an Ad Hoc Committee will receive $5,000 for any six-month
period the Ad Hoc Committee is in existence and meets, with the six-month periods being October 1 through March 31 and April 1 through
September 30; and (vii) out-of-pocket expenses. The pro rata share paid by each Fund is based on the Fund’s average net assets as
a percentage of the average net assets of all the funds in the Eaton Vance family of funds. During the fiscal year ended October 31, 2022,
the Trustees of each Fund earned the following compensation in their capacities as Trustees of each Fund. For the calendar year ended
December 31, 2022, the Trustees earned the following compensation in their capacities as members of the Eaton Vance Fund Boards(2):
| |
Alan C.
Bowser |
Mark R.
Fetting |
Cynthia E.
Frost |
George J.
Gorman |
Valerie A.
Mosley |
Keith
Quinton |
Marcus L.
Smith |
Susan J.
Sutherland |
Scott E.
Wennerholm |
Nancy A.
Wiser |
| Senior Floating-Rate Trust |
$2,992 |
$3,560 |
$3,560 |
$4,547 |
$3,560(2) |
$3,364 |
$3,305 |
$3,560(3) |
$3,688 |
$3,294 |
| Tax-Advantaged Dividend Income Fund |
$8,817 |
$10,368 |
$10,368 |
$13,261 |
$10,368(2) |
$9,783 |
$9,603 |
$10,368(3) |
$10,745 |
$9,574 |
| Tax-Advantaged Global Dividend Income Fund |
$8,627 |
$10,159 |
$10,159 |
$12,991 |
$10,159(2) |
$9,588 |
$9,413 |
$10,159(3) |
$10,529 |
$9,384 |
| Tax-Managed Diversified Equity Income Fund |
$8,817 |
$10,368 |
$10,368 |
$13,261 |
$10,368(2) |
$9,783 |
$9,603 |
$10,368(3) |
$10,745 |
$9,574 |
| Tax-Managed Global Diversified Equity Income Fund |
$8,817 |
$10,368 |
$10,368 |
$13,261 |
$10,368(2) |
$9,783 |
$9,603 |
$10,368(3) |
$10,745 |
$9,574 |
Total Compensation from Fund and
Fund Complex(1) |
$350,124 |
$414,118 |
$414,118 |
$529,302 |
$414,118(4) |
$391,051 |
$384,061 |
$414,118(5) |
$429,142 |
$382,811 |
| (1) | As of May 30, 2023, the Eaton Vance fund complex consists of 129 registered investment companies or series thereof. The compensation
schedule disclosed above reflects the current compensation, which may not have been in place for each Fund’s full fiscal year ended
October 31, 2022 or the full calendar year ended December 31, 2022. Amounts do not include expenses reimbursed to Trustees for attending
Board meetings, which in the aggregate amounted to $47,222 for the calendar year ended December 31, 2022. Ms. Wiser began serving as a
Trustee effective April 4, 2022 and Mr. Bowser began serving as a Trustee effective January 4, 2023. Thus the compensation figures listed
for each Fund and for the Fund and Fund Complex are estimated based on amounts each would have received if they had been Trustees for
the full fiscal year ended October 31, 2022 and for the full calendar year ended December 31, 2022. William H. Park and Helen Frame Peters
each retired as a Trustee effective July 1, 2022. For the fiscal year ended October 31, 2022, they each received Trustees fees $2,457
from Senior Floating-Rate Trust, $7,533 from Tax-Advantaged Dividend Income Fund, $7,335 from Tax-Advantaged Global Dividend Income Fund
and $7,533 from Tax-Managed Diversified Equity Income Fund and Tax-Managed Global Diversified Equity Income Fund. For the calendar year
ended December 31, 2022, they each received $293,460 from the Fund and Fund Complex. |
| (2) | Includes deferred compensation as follows: Senior Floating-Rate Trust - $386; Tax-Advantaged Dividend Income Fund - $410; Tax-Advantaged
Global Dividend Income Fund - $394; Tax-Managed Diversified Equity Income Fund - $410; and Tax-Managed Global Diversified Equity Income
Fund - $410. |
| (3) | Includes deferred compensation as follows: Senior Floating-Rate Trust - $2,190; Tax-Advantaged Dividend Income Fund - $2,028; Tax-Advantaged
Global Dividend Income Fund - $1,949; Tax-Managed Diversified Equity Income Fund - $2,028; and Tax-Managed Global Diversified Equity Income
Fund - $2,028. |
| (4) | Includes $30,000 of deferred compensation. |
| (5) | Includes $164,118 of deferred compensation. |
Trustees of each Fund who are not affiliated with Eaton Vance may elect
to defer receipt of all or a percentage of their annual fees in accordance with the terms of a Trustees Deferred Compensation Plan (the
“Deferred Compensation Plan”). Under the Deferred Compensation Plan, an eligible Trustee may elect to have his or her deferred
fees invested in the shares of one or more funds in the Eaton Vance family of funds, and the amount paid to the Trustees under the Deferred
Compensation Plan will be determined based upon the performance of such investments. Deferral of Trustees’ fees in accordance with
the Deferred Compensation Plan will have a negligible effect on the assets, liabilities, and net income of a participating Fund, and will
not obligate a Fund to retain the services of any Trustee or obligate a Fund to pay any particular level of compensation to the Trustee.
No Fund has a retirement plan for its Trustees.
The Board recommends that shareholders vote FOR the election of
the Trustee nominees of each Fund.
| | 12 | Proxy Statement dated June 26, 2023 |
NOTICE TO BANKS AND BROKER/DEALERS
Each Fund has previously solicited all Nominee and Broker/Dealer accounts
as to the number of additional proxy statements required to supply owners of shares. Should additional proxy material be required for
beneficial owners, please call 1-866-864-4942, send an email to corporateservices@astfundsolutions.com or forward such requests to AST
Fund Solutions, LLC, 55 Challenger Road, Suite 201, Ridgefield Park, NJ 07660.
ADDITIONAL INFORMATION