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: 811‑21400
 
 
Eaton Vance Tax‑Advantaged Dividend Income 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)
October 31
Date of Fiscal Year End
October 31, 2022
Date of Reporting Period
 
 
 
Item 1. Reports to Stockholders
Eaton Vance
Tax-Advantaged Dividend Income Fund (EVT)
Annual Report
October 31, 2022
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.
Managed Distribution Plan. Pursuant to an exemptive order issued by the Securities and Exchange Commission (Order), the Fund is authorized to distribute long-term capital gains to shareholders more frequently than once per year. Pursuant to the Order, the Fund’s Board of Trustees approved a Managed Distribution Plan (MDP) pursuant to which the Fund makes monthly cash distributions to common shareholders, stated in terms of a fixed amount per common share.
The Fund currently distributes monthly cash distributions equal to $0.1488 ($0.1626 prior to November 2022) per share in accordance with the MDP. You should not draw any conclusions about the Fund’s investment performance from the amount of these distributions or from the terms of the MDP. The MDP will be subject to regular periodic review by the Fund’s Board of Trustees and the Board may amend or terminate the MDP at any time without prior notice to Fund shareholders. However, at this time there are no reasonably foreseeable circumstances that might cause the termination of the MDP.
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. A return of capital distribution does not necessarily reflect the Fund’s investment performance and should not be confused with “yield” or “income.” With each distribution, the Fund will issue a notice to shareholders and a press release containing information about the amount and sources of the distribution and other related information. The amounts and sources of distributions contained in the notice and press release are only estimates and are not provided for tax purposes. The amounts and sources of the Fund’s distributions for tax purposes will be reported to shareholders on Form 1099-DIV for each calendar year.
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.
Eaton Vance
Tax-Advantaged Dividend Income Fund
October 31, 2022
Management’s Discussion of Fund Performance†
Economic and Market Conditions
The 12-month period starting November 1, 2021, was dominated by the ongoing effects of one black swan event -- the COVID-19 pandemic -- and fallout from another -- Russia’s invasion of Ukraine in February 2022.
In the opening months of the period, stock investors as well as consumers generally appeared to take a “glass is half full” approach. Despite the appearance of a more contagious COVID-19 variant, the highest inflation readings in four decades, and the U.S. Federal Reserve’s (the Fed’s) announcement that it would begin tapering bond purchases that had supported economic growth, major U.S. equity indexes repeatedly closed at new all-time highs during the final months of 2021. As consumers rushed to spend money saved earlier in the pandemic, Mastercard, Inc. reported its highest retail sales on record during the 2021 holiday season.
But as the new year began, investors appeared to reevaluate the twin threats of inflation and interest rate hikes, and stock performance turned negative. In February, Russia’s invasion of Ukraine sent shock waves through U.S. and global markets, exacerbating inflationary pressures on energy and food costs.
As the Fed’s outlook on inflation worsened from “transitory” to “persistent,” investors began to expect the Fed would raise interest rates at every 2022 policy meeting and, in turn, worried that aggressive rate hikes could tip the U.S. economy into recession. At its June, July, and September meetings, the Fed hiked the federal funds rate 0.75% each time -- to a 3.00%-3.25% range -- its first moves of that magnitude since 1994. Higher interest rates, inflation, and recessionary worries drove stock prices down, with rate-sensitive technology stocks -- star performers earlier in the pandemic -- suffering some of the worst declines.
As the period came to a close in October 2022, however, U.S. stocks delivered positive performance for the first time in months -- driven by a combination of better-than-expected company earnings; improving investor sentiment that stocks had been oversold during the August-September 2022 market pullback; and hope that after three aggressive rate hikes, the Fed might announce a smaller rate increase at its next meeting in November.
For the period as a whole, the blue-chip Dow Jones Industrial Average® returned -6.74%; the S&P 500, a broad measure of U.S. stocks, returned -14.61%; and the technology-laden Nasdaq Composite Index returned -28.56%.
Fund Performance
For the 12-month period ended October 31, 2022, Eaton Vance Tax-Advantaged Dividend Income Fund (the Fund) returned -10.19% at net asset value of its common shares (NAV), underperforming its benchmark, the Russell 1000® Value Index (the Index), which returned -7.00%.
While the Fund’s common stock allocation outperformed the Index during the period, the Fund’s preferred allocation and the use of leverage both detracted from returns versus the Index and caused the Fund to underperform its benchmark. The use of leverage -- not employed by the Index -- magnified the negative performance of the Fund’s common stock and preferred allocations, hurting returns versus the Index.
The Fund’s allocation to preferred securities was the largest detractor from performance versus the Index during the period. The Fund’s preferred allocation -- preferred stocks, exchange-traded funds investing primarily in preferred stocks, and corporate bonds and other debt securities with preferred characteristics -- underperformed the value-oriented Index during a period when value stocks generally outperformed the broader U.S. market.
However, the preferred allocation outperformed the overall preferred market, as measured by the ICE BofA Fixed Rate Preferred Securities Index. Outperformance was driven largely by an overweight position in the energy sector, where demand grew and commodity prices rose during the period, particularly after Russia -- one of the world’s largest exporters of oil and gas -- invaded Ukraine and its exports were sanctioned by much of the world. The preferred allocation’s performance was also helped by holdings in Canadian banks issued at attractive dividend levels due to market volatility.
Within the Fund’s common stock allocation, not owning major oil and gas exploration and production firm Exxon Mobil Corp. detracted from Fund returns relative to the Index, as rising energy prices drove the company’s stock price higher during the period. On a sector basis, stock selections in the health care, consumer discretionary, and communication services sectors detracted from Fund performance relative to the Index during the period.
In contrast, the largest contributor to Fund performance versus the Index on an individual stock basis was an overweight position in energy exploration and production firm ConocoPhillips Co. A strong balance sheet, reliable operations, and rising oil prices led to increased profits that boosted the company’s stock price during the period.
On a sector basis, stock selections in the industrials and information technology sectors, along with stock selections and an overweight position in the energy sector, contributed to Fund returns versus the Index during the period.
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.
2
Eaton Vance
Tax-Advantaged Dividend Income Fund
October 31, 2022
Management’s Discussion of Fund Performance† — continued
Fund Distributions
Pursuant to an exemptive order issued by the Securities and Exchange Commission (the Order), the Fund is authorized to distribute long-term capital gains to shareholders more frequently than once per year. Pursuant to the Order, the Fund’s Board of Trustees approved a Managed Distribution Plan (MDP) pursuant to which the Fund makes monthly cash distributions to common shareholders. The Fund’s MDP had no effect on the Fund’s investment strategy during the most recent fiscal year and is not expected to have an effect in future periods, but distributions in excess of Fund returns will cause its per share NAV to erode. Investors should not draw any conclusions about the Fund’s investment performance from the amount of its distribution or from the terms of its MDP.
For the period from November 1, 2021 to October 31, 2022, the Fund made monthly distributions of $0.1626 per share. The Fund’s distributions may be comprised of amounts characterized for federal income tax purposes as qualified and non-qualified ordinary dividends, capital gains and non-dividend distributions, also known as return of capital distributions. The federal income tax character of distributions is determined after the end of the calendar year and reported to shareholders on the Internal Revenue Service’s form 1099-DIV. For additional information, see Note 2 in the Notes to Financial Statements herein.
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.
3
Eaton Vance
Tax-Advantaged Dividend Income Fund
October 31, 2022
Performance
Portfolio Manager(s) John H. Croft, CFA, Aaron S. Dunn, CFA, Bradley Galko, CFA and Derek J.V. DiGregorio
% Average Annual Total Returns1,2 Inception Date One Year Five Years Ten Years
Fund at NAV 09/30/2003 (10.19)% 8.65% 10.64%
Fund at Market Price — (10.24) 9.64 11.82
Russell 1000® Value Index — (7.00)% 7.20% 10.29%
ICE BofA Fixed Rate Preferred Securities Index — (16.32) 0.60 3.33
Blended Index — (9.68) 5.41 8.33
% Premium/Discount to NAV3  
  2.56%
Distributions4  
Total Distributions per share for the period $1.951
Distribution Rate at NAV 8.19%
Distribution Rate at Market Price 7.99
% Total Leverage5  
Borrowings 20.12%
Growth of $10,000
This graph shows the change in value of a hypothetical investment of $10,000 in the Fund for the period indicated. For comparison, the same investment is shown in the indicated index.
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.
4
Eaton Vance
Tax-Advantaged Dividend Income Fund
October 31, 2022
Fund Profile
Sector Allocation (% of total investments)1
Country Allocation (% of total investments)
Top 10 Holdings (% of total investments)1
ConocoPhillips 3.0%
JPMorgan Chase & Co. 3.0
Chevron Corp. 2.7
NextEra Energy, Inc. 2.1
Alphabet, Inc., Class C 1.9
Huntington Ingalls Industries, Inc. 1.8
Constellation Brands, Inc., Class A 1.8
Walt Disney Co. (The) 1.8
Thermo Fisher Scientific, Inc. 1.8
American International Group, Inc. 1.7
Total 21.6%
 
Footnotes:
1 Excludes cash and cash equivalents.
5
Eaton Vance
Tax-Advantaged Dividend Income Fund
October 31, 2022
The Fund's Investment Objectives, Principal Strategies and Principal Risks‡
Investment Objectives. The Fund’s investment objective is to provide a high level of after-tax total return consisting primarily of tax-advantaged dividend income and capital appreciation.
Principal Strategies. Under normal market conditions, the Fund invests at least 80% of its total managed assets in dividend-paying common and preferred stocks that Eaton Vance believes at the time of investment are eligible to pay dividends that qualify for federal income taxation at rates applicable to long-term capital gains (‘‘tax-advantaged dividends’’). The Fund may invest in common and preferred stocks of both domestic and foreign issuers. Preferred stocks may include other hybrid securities. The Fund can invest up to 10% of its net assets in exchange-traded funds (“ETFs”) that invest primarily in preferred stocks. The Fund may also lend its securities. The Fund may invest in preferred stocks of any grade quality. The Fund may invest up to 30% of its total managed assets in securities rated below investment grade quality (which is lower than BBB– as determined by S&P Global Ratings (‘‘S&P’’) or Fitch Ratings (‘‘Fitch’’), Baa3 as determined by Moody’s Investors Service, Inc. (‘‘Moody’s’’) or, if unrated, determined to be of comparable quality by Eaton Vance). Securities of below investment grade quality commonly are referred to as ‘‘junk’’ preferred stocks and bonds, as the case may be.
In addition to investing in stocks that pay tax-advantaged dividends, the Fund may also invest a portion of its assets in stocks and other securities (including preferred stocks, hybrid securities, or bonds) that generate fully taxable ordinary income (i.e., income other than tax-advantaged dividends).
In seeking its objective, the Fund may engage in dividend capture trading. The Fund may use derivatives principally to seek to manage exposure to certain sectors and/or markets in connection with its use of dividend capture trading. The Fund expects to buy and sell equity index futures contracts for this purpose, but may also engage in other types of derivatives to manage such exposures. Additionally, the Fund may also use derivatives for other purposes, such as hedging, to enhance return or as a substitute for the purchase or sale of securities or currencies. Other permitted derivatives include futures contracts on securities and non-equity indices, options on futures contracts, the purchase of put options and the sale of call options on securities held, equity swaps, interest rate swaps, covered short sales, forward sales of stocks, forward currency exchange contracts and currency futures contracts. The Fund may invest in the foregoing derivatives without limitation and use of derivatives may be extensive. The Fund may also invest in credit derivatives (credit default swaps, total return swaps, credit options and other derivative transactions with substantially similar characteristics and risks), provided that the notional value of such derivative instruments entered into for non-hedging purposes does not exceed 5% of the value of preferred stocks held by the Fund.
The Fund may invest a significant portion of its assets in securities of issuers in any single industry or sector of the economy if companies in that industry or sector meet the Fund’s investment criteria. The Fund may not invest 25% or more of its total managed assets in the securities of issuers in any single industry. The Fund may invest a significant portfolio of its assets in the financial services sector.
During unusual market conditions, the Fund may invest up to 100% of its assets in cash or cash equivalents temporarily, which may be inconsistent with its investment objectives, principal strategies and other policies.
The Fund employs leverage through borrowings to seek opportunities for additional income. Leverage may amplify the Fund’s net asset value of any increase or decrease in the value of investments held. There can be no assurance that the use of borrowings will be successful.
Principal Risks
Market Discount Risk. As with any security, the market value of the common shares may increase or decrease from the amount initially paid for the common shares. The Fund’s common shares have traded both at a premium and at a discount relative to NAV. The shares of closed-end management investment companies frequently trade at a discount from their NAV. This is a risk separate and distinct from the risk that the Fund’s NAV may decrease.
Market Risk. The value of investments held by the Fund may increase or decrease in response to social, economic, political, financial, public health crises or other disruptive events (whether real, expected or perceived) in the U.S. and global markets, and include events such as war, natural disasters, epidemics and pandemics, terrorism, conflicts and social unrest. These events may negatively impact broad segments of businesses and populations and may exacerbate pre-existing risks to the Fund. The frequency and magnitude of resulting changes in the value of the Fund’s investments cannot be predicted. Certain securities and other investments held by the Fund may experience increased volatility, illiquidity, or other potentially adverse effects in reaction to changing market conditions. Monetary and/or fiscal actions taken by U.S. or foreign governments to stimulate or stabilize the global economy may not be effective and could lead to high market volatility. No active trading market may exist for certain investments held by the Fund, which may impair the ability of the Fund to sell or to realize the current valuation of such investments in the event of the need to liquidate such assets. No active trading market may exist for certain investments held by the Fund, which may impair the ability of the Fund to sell or to realize the current valuation of such investments in the event of the need to liquidate such assets.
Equity Securities Risk. The value of equity securities and related instruments may decline in response to adverse changes in the economy or the economic outlook; deterioration in investor sentiment; interest rate, currency, and commodity price fluctuations; adverse geopolitical, social or environmental developments; issuer and sector-specific considerations; unexpected trading activity among retail investors; or other factors. Market conditions may affect certain types of stocks to a greater extent than other types of stocks. If the stock market declines in value, the value of the Fund’s equity securities will also likely decline. Although prices can rebound, there is no assurance that values will return to previous levels.
6
Eaton Vance
Tax-Advantaged Dividend Income Fund
October 31, 2022
The Fund's Investment Objectives, Principal Strategies and Principal Risks‡ — continued
Tax-Sensitive Investing Risk. The Fund may hold a security in order to achieve more favorable tax-treatment or to sell a security in order to create tax losses. The Fund’s utilization of various tax-management techniques may be curtailed or eliminated by tax legislation, regulation or interpretations. The Fund may not be able to minimize taxable distributions to shareholders and a portion of the Fund’s distributions may be taxable.
Currency Risk. Exchange rates for currencies fluctuate daily. The value of foreign investments may be affected favorably or unfavorably by changes in currency exchange rates in relation to the U.S. dollar. Currency markets generally are not as regulated as securities markets and currency transactions are subject to settlement, custodial and other operational risks.
Sector Risk. Because the Fund may, under certain market conditions, invest a significant portion of its assets in the utilities and/or financial services sectors, the value of Fund shares may be affected by events that adversely affect those sectors and may fluctuate more than that of a more broadly diversified fund.
Preferred Stock Risk. Although preferred stocks represent an ownership interest in an issuer, preferred stocks generally do not have voting rights or have limited voting rights and have economic characteristics similar to fixed-income securities. Preferred stocks are subject to issuer-specific risks generally applicable to equity securities and credit and interest rate risks generally applicable to fixed-income securities. The value of preferred stock generally declines when interest rates rise and may react more significantly than bonds and other debt instruments to actual or perceived changes in the company’s financial condition or prospects.
Income Risk. The Fund’s ability to distribute income to shareholders will depend on the yield available on the common and preferred stocks and other hybrid securities and fixed-income securities held by the Fund. Changes in the dividend policies of companies held by the Fund could make it difficult for the Fund to provide a predictable level of income.
Dividend Capture Trading Risk. The use of dividend capture strategies will expose the Fund to higher portfolio turnover, increased trading costs and potential for capital loss or gain, particularly in the event of significant short-term price movements of stocks subject to dividend capture trading.
Credit Risk. Investments in fixed income and other debt obligations, including loans, (referred to below as “debt instruments”) are subject to the risk of non-payment of scheduled principal and interest. Changes in economic conditions or other circumstances may reduce the capacity of the party obligated to make principal and interest payments on such instruments and may lead to defaults. Such non-payments and defaults may reduce the value of Fund shares and income distributions. The value of debt instruments also may decline because of concerns about the issuer’s ability to make principal and interest payments. In addition, the credit ratings of debt instruments may be lowered if the financial condition of the party obligated to make payments with respect to such instruments deteriorates. In the event of bankruptcy of the issuer of a debt instrument, the Fund could experience delays or limitations with respect to its ability to realize the benefits of any collateral securing the instrument. In order to enforce its rights in the event of a default, bankruptcy or similar situation, the Fund may be required to retain legal or similar counsel, which may increase the Fund’s operating expenses and adversely affect net asset value.
Interest Rate Risk. In general, the value of income securities will fluctuate based on changes in interest rates. The value of these securities is likely to increase when interest rates fall and decline when interest rates rise. Duration measures the time-weighted expected cash flows of a fixed-income security, while maturity refers to the amount of time until a fixed-income security matures. Generally, securities with longer durations or maturities are more sensitive to changes in interest rates than securities with shorter durations or maturities, causing them to be more volatile. Conversely, fixed-income securities with shorter durations or maturities will be less volatile but may provide lower returns than fixed-income securities with longer durations or maturities. The impact of interest rate changes is significantly less for floating-rate instruments that have relatively short periodic rate resets (e.g., ninety days or less). In a rising interest rate environment, the durations or maturities of income securities that have the ability to be prepaid or called by the issuer may be extended. In a declining interest rate environment, the proceeds from prepaid or maturing instruments may have to be reinvested at a lower interest rate. Certain instruments held by the Fund may pay an interest rate based on the London Interbank Offered Rate (“LIBOR”), which is the average offered rate for various maturities of short-term loans between certain major international banks. LIBOR is used throughout global banking and financial industries to determine interest rates for a variety of financial instruments (such as debt instruments and derivatives) and borrowing arrangements. The ICE Benchmark Administration Limited, the administrator of LIBOR, ceased publishing certain LIBOR settings on December 31, 2021, and is expected to cease publishing the remaining LIBOR settings on June 30, 2023. Although the transition process away from LIBOR has become increasingly well defined in advance of the anticipated discontinuation, the impact on certain debt securities, derivatives and other financial instruments that utilize LIBOR remains uncertain. The phase-out of LIBOR may result in, among other things, increased volatility or illiquidity in markets for instruments based on LIBOR and changes in the value of such instruments.
Lower Rated Investments Risk. Investments rated below investment grade and comparable unrated investments (sometimes referred to as “junk”) have speculative characteristics because of the credit risk associated with their issuers. Changes in economic conditions or other circumstances typically have a greater effect on the ability of issuers of lower rated investments to make principal and interest payments than they do on issuers of higher rated investments. An economic downturn generally leads to a higher non-payment rate, and a lower rated investment may lose significant value before a default occurs. Lower rated investments typically are subject to greater price volatility and illiquidity than higher rated investments.
Derivatives Risk. The Fund’s exposure to derivatives involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other investments. The use of derivatives can lead to losses because of adverse movements in the price or value of the security, instrument, index, currency, commodity, economic indicator or event underlying a derivative (“reference instrument”), due to failure of a counterparty or due to tax or
7
Eaton Vance
Tax-Advantaged Dividend Income Fund
October 31, 2022
The Fund's Investment Objectives, Principal Strategies and Principal Risks‡ — continued
regulatory constraints. Derivatives may create leverage in the Fund, which represents a non-cash exposure to the underlying reference instrument. Leverage can increase both the risk and return potential of the Fund. Derivatives risk may be more significant when derivatives are used to enhance return or as a substitute for a cash investment position, rather than solely to hedge the risk of a position held by the Fund. Use of derivatives involves the exercise of specialized skill and judgment, and a transaction may be unsuccessful in whole or in part because of market behavior or unexpected events. Changes in the value of a derivative (including one used for hedging) may not correlate perfectly with the underlying reference instrument. Derivative instruments traded in over-the-counter markets may be difficult to value, may be illiquid, and may be subject to wide swings in valuation caused by changes in the value of the underlying reference instrument. If a derivative’s counterparty is unable to honor its commitments, the value of Fund shares may decline and the Fund could experience delays in (or be able to achieve) the return of collateral or other assets held by the counterparty. The loss on derivative transactions may substantially exceed the initial investment, particularly when there is no stated limit on the Fund’s use of derivatives. A derivative investment also involves the risks relating to the reference instrument underlying the investment.
ETF Risk. ETFs are subject to the risks of investing in the underlying securities or other investments. ETF shares may trade at a premium or discount to net asset value and are subject to secondary market trading risks. In addition, the Fund will bear a pro rata portion of the operating expenses of an ETF in which it invests.
Liquidity Risk. The Fund is exposed to liquidity risk when trading volume, lack of a market maker or trading partner, large position size, market conditions, or legal restrictions impair its ability to sell particular investments or to sell them at advantageous market prices. Consequently, the Fund may have to accept a lower price to sell an investment or continue to hold it or keep the position open, sell other investments to raise cash or abandon an investment opportunity, any of which could have a negative effect on the Fund’s performance. These effects may be exacerbated during times of financial or political stress.
Leverage Risk. Certain Fund transactions may give rise to leverage. Leverage can result from a non-cash exposure to the underlying reference instrument. Leverage can increase both the risk and return potential of the Fund. The Fund may be required to segregate liquid assets or otherwise cover the Fund’s obligation created by a transaction that may give rise to leverage. The use of leverage may cause the Fund to liquidate portfolio positions when it may not be advantageous to do so to satisfy its obligations or to meet segregation requirements. Leverage may cause the Fund’s share price to be more volatile than if it had not been leveraged, as certain types of leverage may exaggerate the effect of any increase or decrease in the Fund’s portfolio securities. The loss on leveraged investments may substantially exceed the initial investment.
Foreign Investment Risk. Foreign investments can be adversely affected by political, economic and market developments abroad, including the imposition of economic and other sanctions by the United States or another country against a particular country or countries, organizations, entities and/or individuals. There may be less publicly available information about foreign issuers because they may not be subject to reporting practices, requirements or regulations comparable to those to which United States companies are subject. Adverse changes in investment regulations, capital requirements or exchange controls could adversely affect the value of the Fund’s investments. Foreign markets may be smaller, less liquid and more volatile than the major markets in the United States, and as a result, Fund share values may be more volatile. Trading in foreign markets typically involves higher expense than trading in the United States. The Fund may have difficulties enforcing its legal or contractual rights in a foreign country.
Risks Associated with Active Management. The success of the Fund’s investment strategy depends on portfolio management’s successful application of analytical skills and investment judgment. Active management involves subjective decisions and there is no guarantee that such decisions will produce the desired results or expected returns. For Funds that are both actively managed and use quantitative investment techniques, the portfolio manager also uses (or portfolio managers also use) quantitative investment techniques and analyses in making investment decisions for the Fund. For Funds that are both actively managed and use portfolio optimization, the portfolio manager also uses (or portfolio managers also use) quantitative portfolio optimization and risk management techniques in making investment decisions for the Fund. There can be no assurance that these techniques will achieve the desired results.
Recent Market Conditions. An outbreak of respiratory disease caused by a novel coronavirus was first detected in China in late 2019 and subsequently spread internationally. This coronavirus has resulted in closing borders, enhanced health screenings, changes to healthcare service preparation and delivery, quarantines, cancellations, disruptions to supply chains and customer activity, as well as general concern and uncertainty. The impact of this coronavirus has resulted in a substantial economic downturn, which may continue for an extended period of time. Health crises caused by outbreaks of disease, such as the coronavirus outbreak, may exacerbate other pre-existing political, social and economic risks and disrupt normal market conditions and operations. The impact of this outbreak has negatively affected the worldwide economy, as well as the economies of individual countries and industries, and could continue to affect the market in significant and unforeseen ways. Other epidemics and pandemics that may arise in the future may have similar effects. For example, a global pandemic or other widespread health crisis could cause substantial market volatility and exchange trading suspensions and closures. In addition, the increasing interconnectedness of markets around the world may result in many markets being affected by events or conditions in a single country or region or events affecting a single or small number of issuers. The coronavirus outbreak and public and private sector responses thereto have led to large portions of the populations of many countries working from home for indefinite periods of time, temporary or permanent layoffs, disruptions in supply chains, and lack of availability of certain goods. The impact of such responses could adversely affect the information technology and operational systems upon which the Fund and the Fund’s service providers rely, and could otherwise disrupt the ability of the employees of the Fund’s service providers to perform critical tasks relating to the Fund. Any such impact could adversely affect the Fund’s performance, or the performance of the securities in which the Fund invests and may lead to losses on your investment in the Fund.
8
Eaton Vance
Tax-Advantaged Dividend Income Fund
October 31, 2022
The Fund's Investment Objectives, Principal Strategies and Principal Risks‡ — continued
Cybersecurity Risk. With the increased use of technologies by Fund service providers to conduct business, such as the Internet, the Fund is susceptible to operational, information security and related risks. In general, cyber incidents can result from deliberate attacks or unintentional events. Cybersecurity failures by or breaches of the Fund’s investment adviser or administrator and other service providers (including, but not limited to, the custodian or transfer agent), and the issuers of securities in which the Fund invests, may disrupt and otherwise adversely affect their business operations. This may result in financial losses to the Fund, impeded Fund trading, interfere with the Fund’s ability to calculate its net asset value, interfere with Fund shareholders’ ability to transact business or cause violations of applicable privacy and other laws, regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, or additional compliance costs.
General Fund Investing Risks. The Fund is not a complete investment program and there is no guarantee that the Fund will achieve its investment objective. It is possible to lose money by investing in the Fund. An investment in the Fund is not a deposit in a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
Potential Conflicts of Interest
As a diversified global financial services firm, Morgan Stanley, the parent company of the investment adviser, engages in a broad spectrum of activities where Morgan Stanley’s interests or the interests of its clients may conflict with the interests of the Fund. Morgan Stanley advises clients and sponsors, manages or advises other investment funds and investment programs, accounts and businesses (collectively, together with any new or successor Morgan Stanley funds, programs, accounts or businesses, (other than funds, programs, accounts or businesses sponsored, managed, or advised by former direct or indirect subsidiaries of Eaton Vance Corp. (“Eaton Vance Investment Accounts”)), the “MS Investment Accounts,” and, together with the Eaton Vance Investment Accounts, the ‘‘Affiliated Investment Accounts’’) with a wide variety of investment objectives that in some instances may overlap or conflict with a Fund’s investment objectives and present conflicts of interest. There is no assurance that conflicts of interest will be resolved in favor of Fund shareholders and, in fact, they may not be. Conflicts of interest not described below may also exist.
Material Non-public Information. It is expected that confidential or material non-public information regarding an investment or potential investment opportunity may become available to the investment adviser. If such information becomes available, the investment adviser may be precluded (including by applicable law or internal policies or procedures) from pursuing an investment or disposition opportunity with respect to such investment or investment opportunity. Morgan Stanley has established certain information barriers and other policies to address the sharing of information between different businesses within Morgan Stanley.
Investments by Morgan Stanley and its Affiliated Investment Accounts. In serving in multiple capacities to Affiliated Investment Accounts, Morgan Stanley, including the investment adviser and its investment teams, may have obligations to other clients or investors in Affiliated Investment Accounts, the fulfillment of which may not be in the best interests of a Fund or its shareholders. A Fund’s investment objectives may overlap with the investment objectives of certain Affiliated Investment Accounts. As a result, the members of an investment team may face conflicts in the allocation of investment opportunities among a Fund and other investment funds, programs, accounts and businesses advised by or affiliated with the investment adviser. Certain Affiliated Investment Accounts may provide for higher management or incentive fees or greater expense reimbursements or overhead allocations, all of which may contribute to this conflict of interest and create an incentive for the investment adviser to favor such other accounts. To seek to reduce potential conflicts of interest and to attempt to allocate investment opportunities in a fair and equitable manner, the investment adviser has implemented allocation policies and procedures. These policies and procedures are intended to give all clients of the investment adviser, including the Fund(s), fair access to investment opportunities, consistent with the requirements of organizational documents, investment strategies, applicable laws and regulations, and the fiduciary duties of the investment adviser.
Investments by Separate Investment Departments. The entities and individuals that provide investment-related services for the Fund and certain other Eaton Vance Investment Accounts (the “Eaton Vance Investment Department”) may be different from the entities and individuals that provide investment-related services to MS Investment Accounts (the “MS Investment Department” and, together with the Eaton Vance Investment Department, the “Investment Departments”). Although Morgan Stanley has implemented information barriers between the Investment Departments in accordance with internal policies and procedures, each Investment Department may engage in discussions and share information and resources with the other Investment Department on certain investment-related matters. A MS Investment Account could trade in advance of a Fund (and vice versa), might complete trades more quickly and efficiently than a Fund, and/or achieve different execution than a Fund on the same or similar investments made contemporaneously.
Morgan Stanley Trading and Principal Investing Activities. Notwithstanding anything to the contrary herein, Morgan Stanley will generally conduct its sales and trading businesses, publish research and analysis, and render investment advice without regard for a Fund’s holdings, although these activities could have an adverse impact on the value of one or more of the Fund’s investments, or could cause Morgan Stanley to have an interest in one or more portfolio investments that is different from, and potentially adverse to, that of a Fund.
Morgan Stanley’s Investment Banking and Other Commercial Activities. Morgan Stanley advises clients on a variety of mergers, acquisitions, restructuring, bankruptcy and financing transactions. Morgan Stanley may act as an advisor to clients, including other investment funds that may compete with a Fund and with respect to investments that a Fund may hold. Morgan Stanley may give advice and take action with respect to any of its clients or proprietary accounts that may differ from the advice given, or may involve an action of a different timing or nature than the action taken, by a Fund.
9
Eaton Vance
Tax-Advantaged Dividend Income Fund
October 31, 2022
The Fund's Investment Objectives, Principal Strategies and Principal Risks‡ — continued
General Process for Potential Conflicts. All of the transactions described above involve the potential for conflicts of interest between the investment adviser, related persons of the investment adviser and/or their clients. The Investment Advisers Act of 1940, as amended (the “Advisers Act”), the Investment Company Act of 1940, as amended (the “1940 Act”), and the Employee Retirement Income Security Act, as amended (“ERISA”) impose certain requirements designed to decrease the possibility of conflicts of interest between an investment adviser and its clients. In some cases, transactions may be permitted subject to fulfillment of certain conditions. Certain other transactions may be prohibited. In addition, the investment adviser has instituted policies and procedures designed to prevent conflicts of interest from arising and, when they do arise, to ensure that it effects transactions for clients in a manner that is consistent with its fiduciary duty to its clients and in accordance with applicable law.
Important Notice to Shareholders
The following information is a summary of certain changes since October 31, 2021. This information may not reflect all of the changes that have occurred since you purchased the Fund.
Prior to November 18, 2022, the Fund’s portfolio management team included John H. Croft, CFA, Aaron S. Dunn, CFA, Bradley Galko, CFA and Derek J.V. DiGregorio. Effective November 18, 2022, the Fund’s portfolio management team includes Aaron S. Dunn, CFA, Bradley Galko, CFA, Derek J.V. DiGregorio and Joseph Mehlman, CFA. Mr. Mehlman is Vice President of Eaton Vance Management (“EVM”) and a Managing Director at Morgan Stanley Investment Management Inc., an affiliate of EVM. Mr. Mehlman has been employed by the Morgan Stanley organization for more than five years and manages other Eaton Vance funds.
10
Eaton Vance
Tax-Advantaged Dividend Income Fund
October 31, 2022
Summary of Fund Expenses
The purpose of the table below is to help you understand all fees and expenses that you, as a common shareholder, would bear directly or indirectly. The table shows Fund expenses stated as a percentage of net assets attributable to common shares, and not as a percentage of total assets.
Common shareholder transaction expenses  
Sales load paid by you (as a percentage of offering price) — 1
Offering expenses (as a percentage of offering price) None  2
Dividend reinvestment plan fees $5.003
Annual expenses Percentage of net assets attributable to common shares4
Investment adviser fee 1.04%5
Interest payments on borrowed funds 0.40%6, 7
Other expenses 0.07%
Acquired fund fees and expenses 0.01%
Total annual Fund operating expenses 1.52%
Example
The following Example illustrates the expenses that common shareholders would pay on a $1,000 investment in common shares, assuming (i) total annual expenses of 1.52% of net assets attributable to common shares in years 1 through 10; (ii) a 5% annual return; and (iii) all distributions are reinvested at NAV:
1 Year 3 Years 5 Years 10 Years
$15 $48 $83 $181
The above table and example and the assumption in the example of a 5% annual return are required by regulations of the U.S. Securities and Exchange Commission (“SEC”) that are applicable to all investment companies; the assumed 5% annual return is not a prediction of, and does not represent, the projected or actual performance of the Fund’s common shares. In addition, while the example assumes reinvestment of all dividends and distributions at NAV, participants in the Fund’s dividend reinvestment plan may receive common shares purchased or issued at a price or value different from NAV. The example does not include sales load or estimated offering costs, which would cause the expenses shown in the example to increase.
The example should not be considered a representation of past or future expenses, and the Fund’s actual expenses may be greater or less than those shown. Moreover, the Fund’s actual rate of return may be greater or less than the hypothetical 5% return shown in the example.
1    If common shares are sold to or through underwriters, the Prospectus Supplement will set forth any applicable sales load.
2    Eaton Vance Management (“EVM”) will pay the expenses of the offering (other than the applicable commissions); therefore, offering expenses are not included in the Summary of Fund Expenses. Offering expenses generally include, but are not limited to, the preparation, review and filing with the SEC of the Fund’s registration statement (including its current Prospectus Supplement, the accompanying Prospectus and Statement of Additional Information (“SAI”)), the preparation, review and filing of any associated marketing or similar materials, costs associated with the printing, mailing or other distribution of its current Prospectus Supplement, the accompanying Prospectus, SAI and/or marketing materials, associated filing fees, stock exchange listing fees, and legal and auditing fees associated with the offering.
3    You will be charged a $5.00 service charge and pay brokerage charges if you direct the plan agent to sell your common shares held in a dividend reinvestment account.
4    Stated as a percentage of average net assets attributable to common shares for the year ended October 31, 2022.
5    The investment adviser fee paid by the Fund to EVM is based on the average daily gross assets of the Fund, including all assets attributable to any form of investment leverage that the Fund may utilize. Accordingly, if the Fund were to increase investment leverage in the future, the investment adviser fee will increase as a percentage of net assets.
6    As of October 31, 2022, the outstanding borrowings represented approximately 20.1% leverage
7    Includes interest and fee expense on notes payable.
11
Eaton Vance
Tax-Advantaged Dividend Income Fund
October 31, 2022
Trading and NAV Information
The Fund’s common shares have traded both at a premium and a discount to NAV. The Fund cannot predict whether its shares will trade in the future at a premium or discount to NAV. The provisions of the Investment Company Act of 1940, as amended (the “1940 Act”), generally require that the public offering price of common shares (less any underwriting commissions and discounts) must equal or exceed the NAV per share of a company’s common stock. The issuance of common shares may have an adverse effect on prices in the secondary market for the Fund’s common shares by increasing the number of common shares available, which may put downward pressure on the market price for the Fund’s common shares. Shares of common stock of closed-end investment companies frequently trade at a discount from NAV.
In addition, the Fund’s Board of Trustees has authorized the Fund 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 Fund to purchase a specific amount of shares. The results of the share repurchase program are disclosed in the Fund’s annual and semi-annual reports to shareholders.
The following table sets forth for each of the periods indicated the high and low closing market prices for the common shares on the New York Stock Exchange, and the corresponding NAV per share and the premium or discount to NAV per share at which the Fund’s common shares were trading as of such date.
  Market Price ($)   NAV per Share on
Date of Market Price ($) 		  NAV Premium/(Discount) on
Date of Market Price (%)
Fiscal Quarter Ended High Low   High Low   High Low
October 31, 2022 26.61 21.42   26.09 21.91   1.99 (2.24)
July 31, 2022 26.36 22.34   26.49 23.12   (0.49) (3.37)
April 30, 2022 29.44 25.35   27.73 26.45   6.17 (4.16)
January 31, 2022 30.08 26.54   29.09 27.42   3.40 (3.21)
October 31, 2021 29.46 27.36   28.65 27.43   2.83 (0.26)
July 31, 2021 28.35 26.53   28.19 27.47   0.57 (3.42)
April 30, 2021 27.25 23.13   28.01 24.41   (2.71) (5.24)
January 31, 2021 24.25 18.97   25.43 21.41   (4.64) (11.40)
12
Eaton Vance
Tax-Advantaged Dividend Income Fund
October 31, 2022
Endnotes and Additional Disclosures
†  The views expressed in this report are those of the portfolio manager(s) and are current only through the date stated at the top of this page. These views are subject to change at any time based upon market or other conditions, and Eaton Vance and the Fund(s) disclaim any responsibility to update such views. These views may not be relied upon as investment advice and, because investment decisions are based on many factors, may not be relied upon as an indication of trading intent on behalf of any Eaton Vance fund. This commentary may contain statements that are not historical facts, referred to as “forward-looking statements.” The Fund’s actual future results may differ significantly from those stated in any forward-looking statement, depending on factors such as changes in securities or financial markets or general economic conditions, the volume of sales and purchases of Fund shares, the continuation of investment advisory, administrative and service contracts, and other risks discussed from time to time in the Fund’s filings with the Securities and Exchange Commission.
‡  The information contained herein is provided for informational purposes only and does not constitute a solicitation of an offer to buy or sell Fund shares. Common shares of the Fund are available for purchase and sale only at current market prices in secondary market trading.
   
1 Russell 1000® Value Index is an unmanaged index of U.S. large-cap value stocks. ICE BofA Fixed Rate Preferred Securities Index is an index of fixed-rate, preferred securities issued in the U.S. ICE® BofA® indices are not for redistribution or other uses; provided “as is”, without warranties, and with no liability. Eaton Vance has prepared this report and ICE Data Indices, LLC does not endorse it, or guarantee, review, or endorse Eaton Vance’s products. BofA® is a licensed registered trademark of Bank of America Corporation in the United States and other countries. The Blended Index consists of 70% Russell 1000® Value Index and 30% ICE BofA Fixed Rate Preferred Securities Index, rebalanced monthly. 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 qualified and non-qualified ordinary dividends, capital gains and nondividend distributions, also known as return of capital. For additional information about nondividend distributions, please refer to Eaton Vance Closed-End Fund Distribution Notices (19a) posted on our website, eatonvance.com. 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. Subsequent distributions declared, but not reflected in Fund Performance, reflect a decrease of the monthly distribution rate.
5 Total leverage is shown as a percentage of the Fund’s aggregate net assets plus borrowings outstanding. The Fund employs leverage through borrowings. Use of leverage creates an opportunity for income, but creates risks including greater price volatility. The cost of borrowings rises and falls with changes in short-term interest rates. The Fund may be required to maintain prescribed asset coverage for its leverage and may be required to reduce its leverage at an inopportune time.
  Fund profile subject to change due to active management.
  Additional Information
  Dow Jones Industrial Average® is a price-weighted average of 30 blue-chip stocks that are generally the leaders in their industry. Nasdaq Composite Index is a market capitalization-weighted index of all domestic and international securities listed on Nasdaq. S&P 500® Index is an unmanaged index of large-cap stocks commonly used as a measure of U.S. stock market performance. S&P Dow Jones Indices are a product of S&P Dow Jones Indices LLC (“S&P DJI”) and have been licensed for use. S&P® and S&P 500® are registered trademarks of S&P DJI; Dow Jones® is a registered trademark of Dow Jones Trademark Holdings LLC (“Dow Jones”); S&P DJI, Dow Jones and their respective affiliates do not sponsor, endorse, sell or promote the Fund, will not have any liability with respect thereto and do not have any liability for any errors, omissions, or interruptions of the S&P Dow Jones Indices. Source: Nasdaq, Inc. The information is provided by Nasdaq (with its affiliates, are referred to as the “Corporations”) and Nasdaq’s third party licensors on an “as is” basis and the Corporations make no guarantees and bear no liability of any kind with respect to the information or the Fund.
 
13
Eaton Vance
Tax-Advantaged Dividend Income Fund
October 31, 2022
Portfolio of Investments
Common Stocks — 99.9%
Security Shares Value
Aerospace & Defense — 3.4%
Hexcel Corp.   357,373 $   19,905,676
Huntington Ingalls Industries, Inc.   159,156    40,914,233
      $   60,819,909
Air Freight & Logistics — 1.1%
C.H. Robinson Worldwide, Inc.   195,411 $   19,095,563
      $   19,095,563
Banks — 7.2%
Bank of America Corp.(1)   435,675 $   15,701,727
Citizens Financial Group, Inc.   272,327    11,138,174
JPMorgan Chase & Co.(1)   528,940    66,582,967
Truist Financial Corp.   606,336    27,157,790
Wells Fargo & Co.   145,704     6,700,927
      $  127,281,585
Beverages — 2.3%
Constellation Brands, Inc., Class A   162,668 $   40,192,009
      $   40,192,009
Biotechnology — 2.9%
AbbVie, Inc.   151,246 $   22,142,414
Neurocrine Biosciences, Inc.(2)   253,917    29,230,925
      $   51,373,339
Building Products — 1.9%
Johnson Controls International PLC   589,739 $   34,110,504
      $   34,110,504
Capital Markets — 7.1%
Charles Schwab Corp. (The)   414,903 $   33,055,322
Goldman Sachs Group, Inc. (The)(1)   104,489    35,997,505
S&P Global, Inc.    49,025    15,749,281
State Street Corp.   291,243    21,551,982
Stifel Financial Corp.   322,786    19,970,770
      $  126,324,860
Chemicals — 2.1%
Linde PLC    98,336 $   29,240,210
Sherwin-Williams Co. (The)    35,518     7,992,615
      $   37,232,825
Security Shares Value
Communications Equipment — 1.6%
Cisco Systems, Inc.   615,024 $   27,940,540
      $   27,940,540
Containers & Packaging — 1.0%
Ball Corp.   178,956 $    8,838,637
Packaging Corp. of America    78,651     9,454,637
      $   18,293,274
Diversified Telecommunication Services — 1.9%
Verizon Communications, Inc.(1)   909,291 $   33,980,205
      $   33,980,205
Electric Utilities — 3.3%
Edison International   217,806 $   13,077,072
NextEra Energy, Inc.   591,334    45,828,385
      $   58,905,457
Electrical Equipment — 1.7%
Eaton Corp. PLC   202,956 $   30,457,607
      $   30,457,607
Energy Equipment & Services — 1.7%
Halliburton Co.   816,933 $   29,752,700
      $   29,752,700
Entertainment — 2.2%
Walt Disney Co. (The)(1)(2)   367,918 $   39,197,984
      $   39,197,984
Equity Real Estate Investment Trusts (REITs) — 3.8%
CubeSmart   423,209 $   17,719,761
EastGroup Properties, Inc.   120,793    18,927,055
Invitation Homes, Inc.   183,056     5,801,045
Mid-America Apartment Communities, Inc.   154,602    24,342,085
      $   66,789,946
Food & Staples Retailing — 2.6%
BJ's Wholesale Club Holdings, Inc.(1)(2)   466,555 $   36,111,357
Performance Food Group Co.(1)(2)   193,673    10,078,743
      $   46,190,100
Food Products — 1.6%
Hershey Co. (The)    49,952 $   11,927,039
Mondelez International, Inc., Class A   257,389    15,824,276
      $   27,751,315
 
14
See Notes to Financial Statements.
Eaton Vance
Tax-Advantaged Dividend Income Fund
October 31, 2022
Portfolio of Investments — continued
Security Shares Value
Health Care Equipment & Supplies — 2.7%
Abbott Laboratories   181,772 $   17,984,521
Teleflex, Inc.    65,000    13,946,400
Zimmer Biomet Holdings, Inc.   144,665    16,397,778
      $   48,328,699
Hotels, Restaurants & Leisure — 0.6%
Papa John's International, Inc.   141,451 $   10,273,586
      $   10,273,586
Insurance — 5.4%
Allstate Corp. (The)    49,189 $    6,210,111
American International Group, Inc.(1)   652,834    37,211,538
Arch Capital Group, Ltd.(2)   270,708    15,565,710
Reinsurance Group of America, Inc.   113,823    16,751,331
Travelers Cos., Inc. (The)   105,607    19,480,267
      $   95,218,957
Interactive Media & Services — 2.4%
Alphabet, Inc., Class C(2)   443,060 $   41,940,060
      $   41,940,060
IT Services — 2.3%
Fidelity National Information Services, Inc.(1)   338,560 $   28,097,095
Fiserv, Inc.(2)   120,991    12,430,615
      $   40,527,710
Leisure Products — 0.6%
Hasbro, Inc.   160,493 $   10,472,168
      $   10,472,168
Life Sciences Tools & Services — 3.4%
Thermo Fisher Scientific, Inc.(1)    76,036 $   39,080,223
Waters Corp.(2)    74,452    22,273,805
      $   61,354,028
Machinery — 2.7%
Ingersoll Rand, Inc.   206,888 $   10,447,844
Parker-Hannifin Corp.    28,254     8,211,177
Westinghouse Air Brake Technologies Corp.   322,784    30,109,292
      $   48,768,313
Metals & Mining — 0.8%
Steel Dynamics, Inc.   157,754 $   14,836,764
      $   14,836,764
Security Shares Value
Multiline Retail — 1.5%
Dollar Tree, Inc.(1)(2)   163,768 $   25,957,228
      $   25,957,228
Multi-Utilities — 1.7%
CMS Energy Corp.   196,739 $   11,223,960
Sempra Energy(1)   130,895    19,757,291
      $   30,981,251
Oil, Gas & Consumable Fuels — 10.2%
Chevron Corp.(1)   325,792 $   58,935,773
ConocoPhillips   532,771    67,177,095
EOG Resources, Inc.(1)   229,926    31,389,498
EQT Corp.   546,156    22,851,167
      $  180,353,533
Personal Products — 0.7%
Estee Lauder Cos., Inc. (The), Class A    60,964 $   12,222,672
      $   12,222,672
Pharmaceuticals — 7.8%
Bristol-Myers Squibb Co.(1)   373,399 $   28,927,221
Johnson & Johnson(1)   119,684    20,821,426
Novo Nordisk A/S ADR   219,792    23,922,161
Royalty Pharma PLC, Class A   240,060    10,159,339
Sanofi   319,201    27,469,734
Zoetis, Inc.   181,489    27,364,911
      $  138,664,792
Road & Rail — 0.6%
CSX Corp.   393,549 $   11,436,534
      $   11,436,534
Semiconductors & Semiconductor Equipment — 3.7%
Micron Technology, Inc.   535,453 $   28,968,008
QUALCOMM, Inc.    74,970     8,820,970
Texas Instruments, Inc.   172,078    27,640,889
      $   65,429,867
Software — 1.5%
VMware, Inc., Class A   244,347 $   27,496,368
      $   27,496,368
Specialty Retail — 1.4%
Lithia Motors, Inc.    64,290 $   12,739,063
 
15
See Notes to Financial Statements.
Eaton Vance
Tax-Advantaged Dividend Income Fund
October 31, 2022
Portfolio of Investments — continued
Security Shares Value
Specialty Retail (continued)
Lowe's Cos., Inc.    59,081 $   11,517,841
      $   24,256,904
Technology Hardware, Storage & Peripherals — 0.5%
Apple, Inc.(1)    59,265 $    9,087,695
      $    9,087,695
Total Common Stocks
(identified cost $1,362,037,737) 		    $1,773,296,851
    
Corporate Bonds — 16.8%
Security Principal
Amount
(000's omitted) 		Value
Banks — 9.7%
Australia & New Zealand Banking Group, Ltd., 6.75% to 6/15/26(3)(4)(5) $   1,110 $    1,063,982
Banco Bilbao Vizcaya Argentaria S.A., 6.125% to 11/16/27(4)(5)     5,600     4,314,327
Banco Davivienda S.A., 6.65% to 4/22/31(3)(4)(5)     1,800     1,226,745
Banco Mercantil del Norte S.A./Grand Cayman:       
7.50% to 6/27/29(3)(4)(5)     4,421     3,457,580
7.625% to 1/10/28(3)(4)(5)     2,101     1,727,968
8.375% to 10/14/30(3)(4)(5)     2,300     2,003,450
Bank of America Corp.:       
3.846% to 3/8/32, 3/8/37(5)       900       722,165
Series TT, 6.125% to 4/27/27(4)(5)    11,331    10,736,123
Bank of Nova Scotia (The), 8.625% to 10/27/27, 10/27/82(5)     6,700     6,740,979
Barclays PLC:       
6.125% to 12/15/25(4)(5)     7,552     6,560,800
8.00% to 3/15/29(4)(5)     7,020     6,306,445
BNP Paribas S.A.:       
4.625% to 2/25/31(3)(4)(5)     2,362     1,638,638
7.75% to 8/16/29(3)(4)(5)     7,600     7,184,547
Citigroup, Inc.:       
Series M, 6.30% to 5/15/24(4)(5)     6,776     6,344,030
Series W, 4.00% to 12/10/25(4)(5)     2,271     1,921,266
Credit Suisse Group AG:       
5.25% to 2/11/27(3)(4)(5)     2,350     1,668,500
9.75% to 6/23/27(3)(4)(5)    11,922    11,357,221
Farm Credit Bank of Texas, Series 3, 6.20% to 6/15/28(3)(4)(5)     5,827     5,166,311
HSBC Holdings PLC:       
4.60% to 12/17/30(4)(5)     6,367     4,216,227
6.00% to 5/22/27(4)(5)     3,201      2,601,453
Security Principal
Amount
(000's omitted) 		Value
Banks (continued)
Huntington Bancshares, Inc., Series F, 5.625% to 7/15/30(4)(5) $   5,549 $    5,070,934
ING Groep NV, 6.50% to 4/16/25(4)(5)     1,555     1,418,628
JPMorgan Chase & Co., Series KK, 3.65% to 6/1/26(4)(5)     2,140     1,776,093
Lloyds Banking Group PLC, 7.50% to 6/27/24(4)(5)    11,145    10,651,987
Natwest Group PLC:       
4.60% to 6/28/31(4)(5)     1,477       957,321
6.00% to 12/29/25(4)(5)     3,129     2,792,320
8.00% to 8/10/25(4)(5)     8,348     7,887,817
PNC Financial Services Group, Inc. (The), Series U, 6.00% to 5/15/27(4)(5)     5,000     4,650,000
Societe Generale S.A., 5.375% to 11/18/30(3)(4)(5)     6,741     4,899,706
Standard Chartered PLC:       
4.75% to 1/14/31(3)(4)(5)     4,440     2,965,329
6.00% to 7/26/25(3)(4)(5)     5,938     5,424,191
SVB Financial Group., Series C, 4.00% to 5/15/26(4)(5)     2,774     1,944,701
Toronto-Dominion Bank (The), 8.125% to 10/31/27, 10/31/82(5)     9,125     9,250,469
Truist Financial Corp., Series Q, 5.10% to 3/1/30(4)(5)     1,848     1,626,375
UBS Group AG:       
4.375% to 2/10/31(3)(4)(5)     1,499     1,045,028
4.875% to 2/12/27(3)(4)(5)     5,500     4,402,758
6.875% to 8/7/25(4)(5)(6)     2,675     2,544,925
UniCredit SpA, 7.296% to 4/2/29, 4/2/34(3)(5)     7,295     6,195,299
Wells Fargo & Co., Series BB, 3.90% to 3/15/26(4)(5)     8,166     6,938,038
Zions Bancorp NA, 5.80% to 6/15/23(4)(5)     2,743     2,592,582
      $  171,993,258
Capital Markets — 0.9%
AerCap Holdings NV, 5.875% to 10/10/24, 10/10/79(5) $   6,430 $    5,794,459
Charles Schwab Corp. (The), Series I, 4.00% to 6/1/26(4)(5)    12,298    10,126,173
      $   15,920,632
Diversified Financial Services — 0.6%
American AgCredit Corp., Series QIB, 5.25% to 6/15/26(3)(4)(5) $   9,955 $    9,146,156
Goldman Sachs Group, Inc. (The), Series V, 4.125% to 11/10/26(4)(5)     2,007     1,578,004
Unifin Financiera SAB de CV, 7.375%, 2/12/26(3)(7)     2,410       237,987
      $   10,962,147
Electric Utilities — 0.6%
Dominion Energy, Inc., Series C, 4.35% to 1/15/27(4)(5) $   1,933 $    1,608,817
Edison International, Series B, 5.00% to 12/15/26(4)(5)     1,455      1,182,188
 
16
See Notes to Financial Statements.
Eaton Vance
Tax-Advantaged Dividend Income Fund
October 31, 2022
Portfolio of Investments — continued
Security Principal
Amount
(000's omitted) 		Value
Electric Utilities (continued)
Emera, Inc., Series 16-A, 6.75% to 6/15/26, 6/15/76(5) $   5,475 $    5,123,899
Southern California Edison Co., Series E, 8.639%, (3 mo. USD LIBOR + 4.199%), 12/5/22(8)     3,225     3,169,283
      $   11,084,187
Food Products — 0.6%
Land O' Lakes, Inc., 8.00%(3)(4) $  11,397 $   11,313,973
      $   11,313,973
Gas Utilities — 0.5%
NiSource, Inc., 5.65% to 6/15/23(4)(5) $   9,015 $    8,338,875
      $    8,338,875
Independent Power and Renewable Electricity Producers — 0.3%
Algonquin Power & Utilities Corp., 4.75% to 1/18/27, 1/18/82(5) $   5,554 $    4,484,855
      $    4,484,855
Insurance — 1.6%
Corebridge Financial, Inc., 6.875% to 9/15/27, 12/15/52(3)(5) $   7,050 $    6,368,912
Liberty Mutual Group, Inc., 4.125% to 9/15/26, 12/15/51(3)(5)    11,601     8,716,353
Prudential Financial, Inc., 5.125% to 11/28/31, 3/1/52(5)     2,904     2,482,572
QBE Insurance Group, Ltd., 5.875% to 5/12/25(3)(4)(5)    12,035    10,986,186
      $   28,554,023
Multi-Utilities — 0.6%
Centerpoint Energy, Inc., Series A, 6.125% to 9/1/23(4)(5) $  11,713 $   11,007,974
      $   11,007,974
Oil and Gas — 0.3%
Petroleos Mexicanos, 6.50%, 3/13/27 $   5,300 $    4,657,564
      $    4,657,564
Oil, Gas & Consumable Fuels — 0.8%
DCP Midstream, L.P., Series A, 7.375% to 12/15/22(4)(5) $   4,715 $    4,656,324
EnLink Midstream Partners, L.P., Series C, 6.00% to 12/15/22(4)(5)     7,631     5,880,449
Plains All American Pipeline, L.P., Series B, 6.125% to 12/5/22(4)(5)     5,299     4,453,809
      $   14,990,582
Security Principal
Amount
(000's omitted) 		Value
Pipelines — 0.3%
Energy Transfer, L.P., Series B, 6.625% to 2/15/28(4)(5) $   6,395 $    4,604,400
      $    4,604,400
Total Corporate Bonds
(identified cost $335,738,821) 		    $  297,912,470
    
Exchange-Traded Funds — 1.9%
Security Shares Value
Equity Funds — 1.9%
Global X U.S. Preferred ETF   821,486 $   16,125,770
iShares Preferred & Income Securities ETF   586,917    17,906,838
Total Exchange-Traded Funds
(identified cost $39,033,845) 		    $   34,032,608
    
Preferred Stocks — 6.5%
Security Shares Value
Banks — 1.9%
AgriBank FCB, 6.875% to 1/1/24(5)    92,513 $    9,193,479
Farm Credit Bank of Texas, 6.75% to 9/15/23(3)(5)     8,283       826,229
First Republic Bank:       
Series M, 4.00%   313,300     4,702,633
Series N, 4.50%   115,013     1,936,819
JPMorgan Chase & Co.:       
Series JJ, 4.55%   585,195    10,656,401
Series LL, 4.625%   212,000     3,930,480
Truist Financial Corp., 5.25%    79,793     1,681,239
Wells Fargo & Co., Series L, 7.50% (Convertible)     1,115     1,299,566
      $   34,226,846
Capital Markets — 0.8%
Affiliated Managers Group, Inc., 4.75%   281,231 $    4,806,238
KKR Group Finance Co. IX, LLC, 4.625%   175,307     3,055,601
Stifel Financial Corp., Series D, 4.50%   362,000     5,860,780
      $   13,722,619
Electric Utilities — 1.1%
Brookfield BRP Holdings Canada, Inc., 4.625%   338,000 $    4,924,660
SCE Trust III, Series H, 5.75% to 3/15/24(5)   132,296     2,558,605
SCE Trust IV, Series J, 5.375% to 9/15/25(5)    70,515     1,265,039
SCE Trust V, Series K, 5.45% to 3/15/26(5)   130,020      2,493,784
 
17
See Notes to Financial Statements.
Eaton Vance
Tax-Advantaged Dividend Income Fund
October 31, 2022
Portfolio of Investments — continued
Security Shares Value
Electric Utilities (continued)
SCE Trust VI, 5.00%    10,556 $      181,035
Southern Co. (The), 4.95%   430,000     8,221,600
      $   19,644,723
Equity Real Estate Investment Trusts (REITs) — 0.2%
SITE Centers Corp., Series A, 6.375%   164,660 $    3,303,080
      $    3,303,080
Insurance — 0.5%
American Equity Investment Life Holding Co., Series B, 6.625% to 9/1/25(5)   305,286 $    7,070,424
Arch Capital Group, Ltd., Series G, 4.55%   167,948     2,949,167
      $   10,019,591
Oil, Gas & Consumable Fuels — 0.8%
NuStar Energy, L.P., Series B, 9.126%, (3 mo. USD LIBOR + 5.643%)(8)   653,604 $   13,882,549
      $   13,882,549
Pipelines — 0.4%
Energy Transfer, L.P.:       
Series C, 7.375% to 5/15/23(5)   210,000 $    4,704,000
Series E, 7.60% to 5/15/24(5)   108,840     2,506,585
      $    7,210,585
Real Estate Management & Development — 0.4%
Brookfield Property Partners, L.P.:       
Series A-1, 6.50%   185,075 $    3,081,499
Series A2, 6.375%   242,352     3,950,337
      $    7,031,836
Telecommunications — 0.4%
United States Cellular Corp., 5.50%   392,765 $    6,704,498
      $    6,704,498
Total Preferred Stocks
(identified cost $144,258,950) 		    $  115,746,327
Total Investments — 125.1%(9)
(identified cost $1,881,069,353) 		    $2,220,988,256
Other Assets, Less Liabilities — (25.1)%     $ (446,280,975)
Net Assets — 100.0%     $1,774,707,281
    
The percentage shown for each investment category in the Portfolio of Investments is based on net assets.
(1) All or a portion of this security was on loan at October 31, 2022 pursuant to the Liquidity Agreement (see Note 7). The aggregate market value of securities on loan at October 31, 2022 was $394,635,255.
(2) Non-income producing security.
(3) 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 October 31, 2022, the aggregate value of these securities is $109,023,049 or 6.1% of the Fund's net assets.
(4) Perpetual security with no stated maturity date but may be subject to calls by the issuer.
(5) Security converts to variable rate after the indicated fixed-rate coupon period.
(6) Security exempt from registration under Regulation S of the Securities Act of 1933, as amended, which exempts from registration securities offered and sold outside the United States. Security may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of 1933, as amended. At October 31, 2022, the aggregate value of these securities is $2,544,925 or 0.1% of the Fund's net assets.
(7) Issuer is in default with respect to interest and/or principal payments.
(8) Variable rate security. The stated interest rate represents the rate in effect at October 31, 2022.
(9) The Fund has granted a security interest in all the Fund's investments, unless otherwise pledged, in connection with the Liquidity Agreement (see Note 7).
Country Concentration of Portfolio
Country Percentage of
Total Investments 		Value
United States 85.6% $1,902,122,053
Ireland 3.2 70,362,570
United Kingdom 2.7 60,523,229
France 1.9 41,192,625
Canada 1.4 30,524,862
Denmark 1.1 23,922,161
Switzerland 0.9 21,018,432
Mexico 0.5 12,084,549
Australia 0.5 12,050,168
Italy 0.3 6,195,299
Spain 0.2 4,314,327
Netherlands 0.1 1,418,628
Colombia 0.1 1,226,745
Exchange-Traded Funds 1.5 34,032,608
Total Investments 100.0% $2,220,988,256
 
18
See Notes to Financial Statements.
Eaton Vance
Tax-Advantaged Dividend Income Fund
October 31, 2022
Portfolio of Investments — continued
Abbreviations:
ADR – American Depositary Receipt
LIBOR – London Interbank Offered Rate
Currency Abbreviations:
USD – United States Dollar
19
See Notes to Financial Statements.
Eaton Vance
Tax-Advantaged Dividend Income Fund
October 31, 2022
Statement of Assets and Liabilities
  October 31, 2022
Assets  
Investments, at value (identified cost $1,881,069,353) — including $394,635,255 of securities on loan $2,220,988,256
Interest and dividends receivable 6,478,768
Dividends receivable from affiliated investment 30,311
Receivable from the transfer agent 553,202
Tax reclaims receivable 121,243
Total assets $2,228,171,780
Liabilities  
Liquidity Agreement borrowings $447,000,000
Payable for investments purchased 64,537
Due to custodian 3,091,462
Payable to affiliate:  
Investment adviser fee 1,526,148
Trustees' fees 9,223
Accrued expenses 1,773,129
Total liabilities $453,464,499
Net Assets $1,774,707,281
Sources of Net Assets  
Common shares, $0.01 par value, unlimited number of shares authorized $745,428
Additional paid-in capital 1,425,380,066
Distributable earnings 348,581,787
Net Assets $1,774,707,281
Common Shares Issued and Outstanding 74,542,782
Net Asset Value Per Common Share  
Net assets ÷ common shares issued and outstanding $23.81
20
See Notes to Financial Statements.
Eaton Vance
Tax-Advantaged Dividend Income Fund
October 31, 2022
Statement of Operations
  Year Ended
  October 31, 2022
Investment Income  
Dividend income (net of foreign taxes withheld of $210,674) $50,980,780
Dividend income from affiliated investments 143,356
Interest income 18,901,191
Other income 1,539,368
Total investment income $71,564,695
Expenses  
Investment adviser fee $20,019,788
Trustees’ fees and expenses 108,681
Custodian fee 486,647
Transfer and dividend disbursing agent fees 18,438
Legal and accounting services 107,076
Printing and postage 435,198
Interest expense and fees 7,696,122
Miscellaneous 137,428
Total expenses $29,009,378
Deduct:  
Waiver and/or reimbursement of expenses by affiliate $12,792
Total expense reductions $12,792
Net expenses $28,996,586
Net investment income $42,568,109
Realized and Unrealized Gain (Loss)  
Net realized gain (loss):  
Investment transactions $99,267,563
Investment transactions - affiliated investment (154)
Proceeds from securities litigation settlements 462,545
Foreign currency transactions (151,808)
Forward foreign currency exchange contracts 1,376,691
Net realized gain $100,954,837
Change in unrealized appreciation (depreciation):  
Investments $(354,172,809)
Foreign currency (20,603)
Net change in unrealized appreciation (depreciation) $(354,193,412)
Net realized and unrealized loss $(253,238,575)
Net decrease in net assets from operations $(210,670,466)
21
See Notes to Financial Statements.
Eaton Vance
Tax-Advantaged Dividend Income Fund
October 31, 2022
Statements of Changes in Net Assets
  Year Ended October 31,
  2022 2021
Increase (Decrease) in Net Assets    
From operations:    
Net investment income $42,568,109 $44,373,275
Net realized gain 100,954,837 81,097,180
Net change in unrealized appreciation (depreciation) (354,193,412) 565,060,593
Net increase (decrease) in net assets from operations $(210,670,466) $690,531,048
Distributions to shareholders $(144,381,379) $(131,825,684)
Capital share transactions:    
Proceeds from shelf offering, net of offering costs (see Note 5) $17,268,194 $1,398,373
Reinvestment of distributions 5,492,334 2,740,577
Net increase in net assets from capital share transactions $22,760,528 $4,138,950
Net increase (decrease) in net assets $(332,291,317) $562,844,314
Net Assets    
At beginning of year $2,106,998,598 $1,544,154,284
At end of year $1,774,707,281 $2,106,998,598
22
See Notes to Financial Statements.
Eaton Vance
Tax-Advantaged Dividend Income Fund
October 31, 2022
Statement of Cash Flows
  Year Ended
  October 31, 2022
Cash Flows From Operating Activities  
Net decrease in net assets from operations $(210,670,466)
Adjustments to reconcile net decrease in net assets from operations to net cash provided by operating activities:  
Investments purchased (730,547,423)
Investments sold 791,061,109
Decrease in short-term investments, net 10,375,931
Net amortization/accretion of premium (discount) 1,235,164
Decrease in interest and dividends receivable 455,636
Increase in dividends receivable from affiliated investment (29,713)
Increase in receivable from the transfer agent (6,465)
Decrease in tax reclaims receivable 20,601
Decrease in payable to affiliate for investment adviser fee (272,380)
Increase in payable to affiliate for Trustees' fees 181
Increase in accrued expenses 962,020
Net change in unrealized (appreciation) depreciation from investments 354,172,809
Net realized gain from investments (99,267,409)
Net cash provided by operating activities $117,489,595
Cash Flows From Financing Activities  
Cash distributions paid $(138,889,045)
Proceeds from shelf offering, net of offering costs 18,307,988
Increase in due to custodian 3,091,462
Net cash used in financing activities $(117,489,595)
Net increase in cash $—
Cash at beginning of year $—
Cash at end of year $—
Supplemental disclosure of cash flow information:  
Noncash financing activities not included herein consist of:  
Reinvestment of dividends and distributions $5,492,334
Cash paid for interest and fees on borrowings 6,588,251
23
See Notes to Financial Statements.
Eaton Vance
Tax-Advantaged Dividend Income Fund
October 31, 2022
Financial Highlights
  Year Ended October 31, Period Ended
October 31, 2018(1) 		Year Ended
August 31, 2018
  2022 2021 2020 2019    
Net asset value — Beginning of year $28.610 $21.010 $24.340 $22.640 $24.250 $22.210
Income (Loss) From Operations            
Net investment income(2) $0.575 $0.603 $0.622 $0.577 $0.075 $0.562
Net realized and unrealized gain (loss) (3.428) 8.790 (2.212) 2.862 (1.395) 3.218
Total income (loss) from operations $(2.853) $9.393 $(1.590) $3.439 $(1.320) $3.780
Less Distributions            
From net investment income $(0.581) $(0.594) $(0.591) $(0.560) $(0.214) $(0.469)
From net realized gain (1.370) (1.199) (1.149) (1.180) (0.076) (1.271)
Total distributions $(1.951) $(1.793) $(1.740) $(1.740) $(0.290) $(1.740)
Premium from common shares sold through shelf offering (see Note 5)(2) $0.004 $0.000(3) $0.000(3) $0.001 $— $—
Net asset value — End of year $23.810 $28.610 $21.010 $24.340 $22.640 $24.250
Market value — End of year $24.420 $29.360 $18.730 $24.950 $22.170 $24.370
Total Investment Return on Net Asset Value(4) (10.19)% 45.70% (6.13)% 16.02% (5.48)%(5) 17.79%
Total Investment Return on Market Value(4) (10.24)% 67.72% (18.36)% 21.44% (7.90)%(5) 20.98%
Ratios/Supplemental Data            
Net assets, end of year (000’s omitted) $1,774,707 $2,106,999 $1,544,154 $1,784,376 $1,650,454 $1,767,150
Ratios (as a percentage of average daily net assets):            
Expenses excluding interest and fees 1.11% 1.10% 1.17% 1.14% 1.14%(6) 1.14%
Interest and fee expense 0.40% 0.14% 0.42% 0.81% 0.74%(6) 0.61%
Total expenses 1.51%(7) 1.24% 1.59% 1.95% 1.88%(6) 1.75%
Net investment income 2.21% 2.26% 2.81% 2.51% 1.88%(6) 2.41%
Portfolio Turnover 31% 30% 54% 49% 4%(5) 58%
Senior Securities:            
Total amount outstanding (in 000’s) $447,000 $447,000 $447,000 $447,000 $447,000 $447,000
Asset coverage per $1,000(8) $4,970 $5,714 $4,454 $4,992 $4,692 $4,953
(1) For the two months ended October 31, 2018. Effective September 1, 2018, the fiscal year-end of the Fund changed from August 31 to October 31.
(2) Computed using average shares outstanding.
(3) Amount is less than $0.0005.
(4) 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 Fund's dividend reinvestment plan.
(5) Not annualized.
(6) Annualized.
(7) Includes a reduction by the investment adviser of a portion of its adviser fee due to the Fund’s investment in the Liquidity Fund (equal to less than 0.005% of average daily net assets for the year ended October 31, 2022).
(8) Calculated by subtracting the Fund’s total liabilities (not including the borrowings payable/notes payable) from the Fund’s total assets, and dividing the result by the borrowings payable/notes payable balance in thousands.
24
See Notes to Financial Statements.
Eaton Vance
Tax-Advantaged Dividend Income Fund
October 31, 2022
Notes to Financial Statements
1  Significant Accounting Policies
Eaton Vance Tax-Advantaged Dividend Income Fund (the Fund) 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 Fund’s investment objective is to provide a high level of after-tax total return consisting primarily of tax-advantaged dividend income and capital appreciation. The Fund pursues its objective by investing primarily in dividend-paying common and preferred stocks.
The following is a summary of significant accounting policies of the Fund. The policies are in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP). The Fund 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.
Equity Securities. Equity securities listed on a U.S. securities exchange generally are valued at the last sale or closing price on the day of valuation or, if no sales took place on such date, at the mean between the closing bid and ask prices on the exchange where such securities are principally traded. Equity securities listed on the NASDAQ National Market System are valued at the NASDAQ official closing price. Unlisted or listed securities for which closing sales prices or closing quotations are not available are valued at the mean between the latest available bid and ask prices or, in the case of preferred equity securities that are not listed or traded in the over-the-counter market, by a third party pricing service that uses various techniques that consider factors including, but not limited to, prices or yields of securities with similar characteristics, benchmark yields, broker/dealer quotes, quotes of underlying common stock, issuer spreads, as well as industry and economic events.
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.
Derivatives. Forward foreign currency exchange contracts are generally valued at the mean of the average bid and average ask prices that are reported by currency dealers to a third party pricing service at the valuation time. Such third party pricing service valuations are supplied for specific settlement periods and the Fund's forward foreign currency exchange contracts are valued at an interpolated rate between the closest preceding and subsequent settlement period reported by the third party pricing service.
Foreign Securities and Currencies. Foreign securities and currencies are valued in U.S. dollars, based on foreign currency exchange rate quotations supplied by a third party pricing service. The pricing service uses a proprietary model to determine the exchange rate. Inputs to the model include reported trades and implied bid/ask spreads. The daily valuation of exchange-traded foreign securities generally is determined as of the close of trading on the principal exchange on which such securities trade. Events occurring after the close of trading on foreign exchanges may result in adjustments to the valuation of foreign securities to more accurately reflect their fair value as of the close of regular trading on the New York Stock Exchange. When valuing foreign equity securities that meet certain criteria, the Fund's Trustees have approved the use of a fair value service that values such securities to reflect market trading that occurs after the close of the applicable foreign markets of comparable securities or other instruments that have a strong correlation to the fair-valued securities.
Other. Investments in management investment companies (including money market funds) that do not trade on an exchange are valued at the net asset value as of the close of each business day.
Fair Valuation. In connection with Rule 2a-5 of the 1940 Act, which became effective September 8, 2022, the Trustees have designated the Fund’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 Fund 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—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.
C  Income—Dividend income is recorded on the ex-dividend date for dividends received in cash and/or securities. However, if the ex-dividend date has passed, certain dividends from foreign securities are recorded as the Fund is informed of the ex-dividend date. Withholding taxes on foreign dividends and capital gains have been provided for in accordance with the Fund's understanding of the applicable countries’ tax rules and rates. In consideration of recent decisions rendered by European courts, the Fund has filed additional tax reclaims for previously withheld taxes on dividends earned in certain European
25
Eaton Vance
Tax-Advantaged Dividend Income Fund
October 31, 2022
Notes to Financial Statements — continued
Union countries. These filings are subject to various administrative and judicial proceedings within these countries. During the year ended October 31, 2022, the Fund received approximately $1,539,000 for previously withheld foreign taxes and interest thereon. Such amount is included in other income on the Statement of Operations. No other amounts for additional tax reclaims are reflected in the financial statements due to the uncertainty as to the ultimate resolution of proceedings, the likelihood of receipt of these reclaims, and the potential timing of payment. Interest income is recorded on the basis of interest accrued, adjusted for amortization of premium or accretion of discount. Distributions from investment companies are recorded as dividend income, capital gains or return of capital based on the nature of the distribution.
D  Federal Taxes—The Fund'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 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.
As of October 31, 2022, the Fund had no uncertain tax positions that would require financial statement recognition, de-recognition, or disclosure. The Fund 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.
E  Foreign Currency Translation—Investment valuations, other assets, and liabilities initially expressed in foreign currencies are translated each business day into U.S. dollars based upon current exchange rates. Purchases and sales of foreign investment securities and income and expenses denominated in foreign currencies are translated into U.S. dollars based upon currency exchange rates in effect on the respective dates of such transactions. Recognized gains or losses on investment transactions attributable to changes in foreign currency exchange rates are recorded for financial statement purposes as net realized gains and losses on investments. That portion of unrealized gains and losses on investments that results from fluctuations in foreign currency exchange rates is not separately disclosed.
F  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.
G  Indemnifications—Under the Fund’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 Fund. Under Massachusetts law, if certain conditions prevail, shareholders of a Massachusetts business trust (such as the Fund) could be deemed to have personal liability for the obligations of the Fund. However, the Fund’s Declaration of Trust contains an express disclaimer of liability on the part of Fund shareholders and the By-laws provide that the Fund shall assume, upon request by the shareholder, the defense on behalf of any Fund shareholders. Moreover, the By-laws also provide for indemnification out of Fund 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 Fund enters into agreements with service providers that may contain indemnification clauses. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred.
H  Forward Foreign Currency Exchange Contracts—The Fund may enter into forward foreign currency exchange contracts for the purchase or sale of a specific foreign currency at a fixed price on a future date. The forward foreign currency exchange contracts are adjusted by the daily exchange rate of the underlying currency and any gains or losses are recorded as unrealized until such time as the contracts have been closed. Risks may arise upon entering these contracts from the potential inability of counterparties to meet the terms of their contracts and from movements in the value of a foreign currency relative to the U.S. dollar.
2  Distributions to Shareholders and Income Tax Information
Subject to its Managed Distribution Plan, the Fund intends to make monthly distributions from its net investment income, net capital gain (which is the excess of net long-term capital gain over net short-term capital loss) and other sources. The Fund 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. Distributions in any year may include a return of capital component.
26
Eaton Vance
Tax-Advantaged Dividend Income Fund
October 31, 2022
Notes to Financial Statements — continued
The tax character of distributions declared for the years ended October 31, 2022 and October 31, 2021 was as follows:
  Year Ended October 31,
  2022 2021
Ordinary income $43,017,993 $43,679,226
Long-term capital gains $101,363,386 $88,146,458
As of October 31, 2022, the components of distributable earnings (accumulated loss) on a tax basis were as follows:
Undistributed long-term capital gains $  9,673,233
Net unrealized appreciation 337,048,287
Other temporary differences   1,860,267
Distributable earnings $348,581,787
The cost and unrealized appreciation (depreciation) of investments of the Fund at October 31, 2022, as determined on a federal income tax basis, were as follows:
Aggregate cost $1,883,916,448
Gross unrealized appreciation $480,398,094
Gross unrealized depreciation (143,326,286)
Net unrealized appreciation $337,071,808
3  Investment Adviser Fee and Other Transactions with Affiliates
The investment adviser fee is earned by Eaton Vance Management (EVM), an indirect, wholly-owned subsidiary of Morgan Stanley, as compensation for investment advisory services rendered to the Fund. The fee is computed at an annual rate as a percentage of average daily gross assets as follows and is payable monthly:
Average Daily Gross Assets Annual Fee Rate
Up to and including $1.5 billion 0.850%
Over $1.5 billion up to and including $3 billion 0.830%
Over $3 billion up to and including $5 billion 0.810%
Over $5 billion 0.790%
Gross assets, as defined in the Fund's investment advisory agreement, means total assets of the Fund, 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 Fund’s investment objectives and policies, and/or (iv) any other means. Accrued expenses includes other liabilities other than indebtedness attributable to leverage. For the year ended October 31, 2022, the Fund’s investment adviser fee amounted to $20,019,788 or 0.84% of the Fund’s average daily gross assets. EVM also serves as administrator of the Fund, but receives no compensation.
Effective April 26, 2022, the Fund may invest in a money market fund, the Institutional Class of the Morgan Stanley Institutional Liquidity Funds - Government Portfolio (the "Liquidity Fund"), an open-end management investment company managed by Morgan Stanley Investment Management Inc., a wholly-owned subsidiary of Morgan Stanley. The investment adviser fee paid by the Fund is reduced by an amount equal to its pro-rata share of the advisory and administration fees paid by the Fund due to its investment in the Liquidity Fund. For the year ended October 31, 2022, the investment
27
Eaton Vance
Tax-Advantaged Dividend Income Fund
October 31, 2022
Notes to Financial Statements — continued
adviser fee paid was reduced by $12,792 relating to the Fund's investment in the Liquidity Fund. Prior to April 26, 2022, the Fund may have invested its cash in Eaton Vance Cash Reserves Fund, LLC (Cash Reserves Fund), an affiliated investment company managed by EVM. EVM did not receive a fee for advisory services provided to Cash Reserves Fund.
Trustees and officers of the Fund who are members of EVM’s organization receive remuneration for their services to the Fund out of the investment adviser fee. Trustees of the Fund who are not affiliated with EVM 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. For the year ended October 31, 2022, no significant amounts have been deferred. Certain officers and Trustees of the Fund are officers of EVM.
4  Purchases and Sales of Investments
Purchases and sales of investments, other than short-term obligations, aggregated $727,259,028 and $791,061,109, respectively, for the year ended October 31, 2022.
5  Common Shares of Beneficial Interest and Shelf Offering
Common shares issued by the Fund pursuant to its dividend reinvestment plan for the years ended October 31, 2022 and October 31, 2021 were 216,238 and 97,694, respectively.
In November 2013, the Board of Trustees initially approved a share repurchase program for the Fund. Pursuant to the reauthorization of the share repurchase program by the Board of Trustees in March 2019, the Fund 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 Fund to purchase a specific amount of shares. There were no repurchases of common shares by the Fund for the years ended October 31, 2022 and October 31, 2021.
Pursuant to a registration statement filed with the SEC, the Fund is authorized to issue up to an additional 5,472,154 common shares through an equity shelf offering program (the “shelf offering”). Under the shelf offering, the Fund, 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 Fund’s net asset value per common share. During the years ended October 31, 2022 and October 31, 2021, the Fund sold 672,829 and 48,447 common shares, respectively, and received proceeds (net of offering costs) of $17,268,194 and $1,398,373, respectively, through its shelf offering. The net proceeds in excess of the net asset value of the shares sold were $321,007 for the year ended October 31, 2022 and $17,127 for the year ended October 31, 2021. Offering costs (other than the applicable sales commissions) incurred in connection with the shelf offering were borne directly by EVM. Eaton Vance Distributors, Inc. (EVD), an affiliate of EVM, is the distributor of the Fund’s shares and is entitled to receive a sales commission from the Fund of 1.00% of the gross sales price per share, a portion of which is re-allowed to sales agents. The Fund was informed that the sales commissions retained by EVD during the years ended October 31, 2022 and October 31, 2021 were $34,886 and $2,825, respectively.
6  Financial Instruments
The Fund may trade in financial instruments with off-balance sheet risk in the normal course of its investing activities. These financial instruments may include forward foreign currency exchange contracts and may involve, to a varying degree, elements of risk in excess of the amounts recognized for financial statement purposes. The notional or contractual amounts of these instruments represent the investment the Fund has in particular classes of financial instruments and do not necessarily represent the amounts potentially subject to risk. The measurement of the risks associated with these instruments is meaningful only when all related and offsetting transactions are considered. At October 31, 2022, there were no obligations outstanding under these financial instruments.
The Fund is subject to foreign exchange risk in the normal course of pursuing its investment objective. Because the Fund holds foreign currency denominated investments, the value of these investments and related receivables and payables may change due to future changes in foreign currency exchange rates. To hedge against this risk, the Fund entered into forward foreign currency exchange contracts during the year ended October 31, 2022.
The Fund enters into forward foreign currency exchange contracts that may contain provisions whereby the counterparty may terminate the contract under certain conditions, including but not limited to a decline in the Fund's net assets below a certain level over a certain period of time, which would trigger a payment by the Fund for those derivatives in a liability position. At October 31, 2022, the Fund had no open derivatives with credit-related contingent features in a net liability position.
The over-the-counter (OTC) derivatives in which the Fund invests are subject to the risk that the counterparty to the contract fails to perform its obligations under the contract. To mitigate this risk, the Fund has entered into an International Swaps and Derivatives Association, Inc. Master Agreement (“ISDA Master Agreement”) or similar agreement with substantially all its derivative counterparties. An ISDA Master Agreement is a bilateral agreement between the Fund and a counterparty that governs certain OTC derivatives and typically contains, among other things, set-off provisions in the event of a default and/or termination event as defined under the relevant ISDA Master Agreement. Under an ISDA Master Agreement, the Fund may, under certain circumstances, offset with the counterparty certain derivative financial instruments’ payables and/or receivables with collateral held and/or posted and
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Eaton Vance
Tax-Advantaged Dividend Income Fund
October 31, 2022
Notes to Financial Statements — continued
create one single net payment. The provisions of the ISDA Master Agreement typically permit a single net payment in the event of default including the bankruptcy or insolvency of the counterparty. However, bankruptcy or insolvency laws of a particular jurisdiction may impose restrictions on or prohibitions against the right of offset in bankruptcy or insolvency. Certain ISDA Master Agreements allow counterparties to OTC derivatives to terminate derivative contracts prior to maturity in the event the Fund's net assets decline by a stated percentage or the Fund fails to meet the terms of its ISDA Master Agreements, which would cause the counterparty to accelerate payment by the Fund of any net liability owed to it.
The collateral requirements for derivatives traded under an ISDA Master Agreement are governed by a Credit Support Annex to the ISDA Master Agreement. Collateral requirements are determined at the close of business each day and are typically based on changes in market values for each transaction under an ISDA Master Agreement and netted into one amount for such agreement. Generally, the amount of collateral due from or to a counterparty is subject to a minimum transfer threshold amount before a transfer is required, which may vary by counterparty. Collateral pledged for the benefit of the Fund and/or counterparty is held in segregated accounts by the Fund's custodian and cannot be sold, re-pledged, assigned or otherwise used while pledged. The portion of such collateral representing cash, if any, is reflected as deposits for derivatives collateral and, in the case of cash pledged by a counterparty for the benefit of the Fund, a corresponding liability on the Statement of Assets and Liabilities. Securities pledged by the Fund as collateral, if any, are identified as such in the Portfolio of Investments.
The effect of derivative instruments (not considered to be hedging instruments for accounting disclosure purposes) on the Statement of Operations and whose primary underlying risk exposure is foreign exchange risk for the year ended October 31, 2022 was as follows:
Derivative Realized Gain (Loss)
on Derivatives Recognized
in Income(1) 		Change in Unrealized
Appreciation (Depreciation) on
Derivatives Recognized in Income
Forward foreign currency exchange contracts $1,376,691 $ —
(1) Statement of Operations location: Net realized gain (loss) - Forward foreign currency exchange contract transactions.
The average notional amount for forward foreign currency exchange contracts (based on the absolute value of notional amounts of currency purchased and currency sold) outstanding during the year ended October 31, 2022, which is indicative of the volume of this derivative type, was approximately $5,310,000.
7  Liquidity Agreement
Effective August 28, 2020, the Fund entered into a Liquidity Agreement (the Agreement) with State Street Bank and Trust Company (SSBT) that allows the Fund to borrow or otherwise access up to $524 million through securities lending transactions, direct loans from SSBT or a combination of both. The Fund has granted to SSBT a security interest in all its cash, securities and other financial assets, unless otherwise pledged, to secure the payment and performance of its obligations under the Agreement. Pursuant to the terms of the Agreement, the Fund has made its securities available for securities lending transactions by SSBT acting as securities lending agent for the Fund. Securities lending transactions are required to be secured with cash collateral received from the securities borrowers equal at all times to at least 100%, 102% or 105% of the market value of the securities loaned, depending on the type of security. The market value of securities loaned is determined daily and any additional required collateral is delivered to SSBT on the next business day. The Fund is subject to the possible delay in the recovery of loaned securities. Pursuant to the Agreement, SSBT has provided indemnification to the Fund in the event of default by a securities borrower with respect to security loans. However, the Fund retains all risk of loss and gains associated with securities purchased using cash received under the Agreement. The Fund is entitled to receive from securities borrowers all substitute interest, dividends and other distributions paid with respect to the securities on loan. The Fund may instruct SSBT to recall a security on loan at any time. At October 31, 2022, the value of the securities loaned and the value of the cash collateral received by SSBT, which exceeded the value of the securities loaned, amounted to $394,635,255 and $402,726,255, respectively.
Interest on borrowings outstanding under the Agreement is charged at a rate equal to 1-month LIBOR plus 0.50%, payable monthly. SSBT retains all net fees that may arise in connection with securities lending transactions. If the value of securities available to lend falls below a prescribed level, the interest rate may be increased. If the Fund utilizes less than 50% of the commitment amount, it will be charged a monthly non-usage fee of 0.25% per annum on the unused portion of the commitment. The Agreement may be terminated by the Fund upon 90 days’ prior written notice to SSBT. If certain asset coverage and collateral requirements or other covenants are not met, the Agreement could be deemed in default and result in termination. At October 31, 2022, the Fund had borrowings outstanding under the Agreement of $447 million at an annual interest rate of 3.80%, which are shown as Liquidity Agreement borrowings on the Statement of Assets and Liabilities. The carrying amount of the borrowings at October 31, 2022 approximated its fair value. If measured at fair value, borrowings under the Agreement would have been considered as Level 2 in the fair value hierarchy (see Note 9) at October 31, 2022. For the year ended October 31, 2022, the aggregate average borrowings under the Agreement and the average annual interest rate (excluding fees) were $447,000,000 and 1.72%, respectively.
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Eaton Vance
Tax-Advantaged Dividend Income Fund
October 31, 2022
Notes to Financial Statements — continued
8  Investments in Affiliated Funds
Transactions in funds that may be deemed to be affiliated by the Fund for the year ended October 31, 2022 were as follows:
Name Value,
beginning
of period 		Purchases Sales
proceeds 		Net
realized
gain (loss) 		Change in
unrealized
appreciation
(depreciation) 		Value, end
of period 		Dividend
income 		Units/Shares,
end of period
Short-Term Investments 
Cash Reserves Fund $10,376,085 $210,063,023 $(220,438,954) $(154) $ — $ — $10,417  —
Liquidity Fund  — 257,881,752 (257,881,752)  —  —  — 132,939  —
Total       $(154) $ — $ — $143,356  
9  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 October 31, 2022, the hierarchy of inputs used in valuing the Fund's investments, which are carried at value, were as follows:
Asset Description  Level 1 Level 2 Level 3 Total
Common Stocks:        
Communication Services $  115,118,249 $        — $ — $  115,118,249
Consumer Discretionary    70,959,886         —  —    70,959,886
Consumer Staples   126,356,096         —  —   126,356,096
Energy   210,106,233         —  —   210,106,233
Financials   348,825,402         —  —   348,825,402
Health Care   272,251,124  27,469,734  —   299,720,858
Industrials   204,688,430         —  —   204,688,430
Information Technology   170,482,180         —  —   170,482,180
Materials    70,362,863         —  —    70,362,863
Real Estate    66,789,946         —  —    66,789,946
Utilities    89,886,708         —  —    89,886,708
Total Common Stocks $1,745,827,117 $27,469,734* $ — $1,773,296,851
Corporate Bonds $          — $297,912,470 $ — $  297,912,470
Exchange-Traded Funds    34,032,608         —  —    34,032,608
Preferred Stocks:        
Communication Services     6,704,498         —  —     6,704,498
Energy    21,093,134         —  —    21,093,134
Financials    47,949,348  10,019,708  —    57,969,056
Real Estate    10,334,916         —  —    10,334,916
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Eaton Vance
Tax-Advantaged Dividend Income Fund
October 31, 2022
Notes to Financial Statements — continued
Asset Description (continued) Level 1 Level 2 Level 3 Total
Utilities $   19,644,723 $        — $ — $   19,644,723
Total Preferred Stocks $  105,726,619 $ 10,019,708 $ — $  115,746,327
Total Investments $1,885,586,344 $335,401,912 $ — $2,220,988,256
* Includes foreign equity securities whose values were adjusted to reflect market trading of comparable securities or other correlated instruments that occurred after the close of trading in their applicable foreign markets.
10  Risks and Uncertainties
Risks Associated with Foreign Investments
Foreign investments can be adversely affected by political, economic and market developments abroad, including the imposition of economic and other sanctions by the United States or another country. There may be less publicly available information about foreign issuers because they may not be subject to reporting practices, requirements or regulations comparable to those to which United States companies are subject. Foreign markets may be smaller, less liquid and more volatile than the major markets in the United States. Trading in foreign markets typically involves higher expense than trading in the United States. The Fund may have difficulties enforcing its legal or contractual rights in a foreign country. Securities that trade or are denominated in currencies other than the U.S. dollar may be adversely affected by fluctuations in currency exchange rates.
Pandemic Risk
An outbreak of respiratory disease caused by a novel coronavirus was first detected in China in late 2019 and subsequently spread internationally. This coronavirus has resulted in closing borders, enhanced health screenings, changes to healthcare service preparation and delivery, quarantines, cancellations, disruptions to supply chains and customer activity, as well as general concern and uncertainty. Health crises caused by outbreaks of disease, such as the coronavirus outbreak, may exacerbate other pre-existing political, social and economic risks and disrupt normal market conditions and operations. The impact of this outbreak has negatively affected the worldwide economy, as well as the economies of individual countries and industries, and could continue to affect the market in significant and unforeseen ways. Other epidemics and pandemics that may arise in the future may have similar effects. Any such impact could adversely affect the Fund's performance, or the performance of the securities in which the Fund invests.
31
Eaton Vance
Tax-Advantaged Dividend Income Fund
October 31, 2022
Report of Independent Registered Public Accounting Firm
To the Trustees and Shareholders of Eaton Vance Tax-Advantaged Dividend Income Fund:
Opinion on the Financial Statements and Financial Highlights
We have audited the accompanying statement of assets and liabilities of Eaton Vance Tax-Advantaged Dividend Income Fund (the “Fund”), including the portfolio of investments, as of October 31, 2022, the related statements of operations and cash flows for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the four years in the period ended October 31, 2022, for the period from September 1, 2018 to October 31, 2018, and for the year ended August 31, 2018, and the related notes. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Fund as of October 31, 2022, and the results of its operations and its cash flows for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the four years in the period ended October 31, 2022, for the period from September 1, 2018 to October 31, 2018, and for the year ended August 31, 2018, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on the Fund's financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. Our procedures included confirmation of securities owned as of October 31, 2022, by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.
/s/ Deloitte & Touche LLP
Boston, Massachusetts
December 16, 2022
We have served as the auditor of one or more Eaton Vance investment companies since 1959.
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Eaton Vance
Tax-Advantaged Dividend Income Fund
October 31, 2022
Federal Tax Information (Unaudited)
The Form 1099-DIV you receive in February 2023 will show the tax status of all distributions paid to your account in calendar year 2022. Shareholders are advised to consult their own tax adviser with respect to the tax consequences of their investment in the Fund. As required by the Internal Revenue Code and/or regulations, shareholders must be notified regarding the status of qualified dividend income for individuals, the dividends received deduction for corporations, capital gains dividends and 163(j) interest dividends.
Qualified Dividend Income. For the fiscal year ended October 31, 2022, the Fund designates approximately $54,230,114, or up to the maximum amount of such dividends allowable pursuant to the Internal Revenue Code, as qualified dividend income eligible for the reduced tax rate of 15%.
Dividends Received Deduction. Corporate shareholders are generally entitled to take the dividends received deduction on the portion of the Fund’s dividend distribution that qualifies under tax law. For the Fund’s fiscal 2022 ordinary income dividends, 93.90% qualifies for the corporate dividends received deduction.
Capital Gains Dividends. The Fund hereby designates as a capital gain dividend with respect to the taxable year ended October 31, 2022, $102,695,787 or, if subsequently determined to be different, the net capital gain of such year.
163(j) Interest Dividends. For the fiscal year ended October 31, 2022, the Fund designates 6.10% of distributions from net investment income as a 163(j) interest dividend.
33
Eaton Vance
Tax-Advantaged Dividend Income Fund
October 31, 2022
Annual Meeting of Shareholders (Unaudited)
The Fund held its Annual Meeting of Shareholders on August 11, 2022. The following action was taken by the shareholders:
Proposal 1(b): The election of Cynthia E. Frost, Valerie A. Mosley, Susan J. Sutherland and Nancy A. Wiser as Class I Trustees of the Fund for a three-year term expiring in 2025.
      Number of Shares
Nominees for Trustee     For Withheld
Cynthia E. Frost     59,749,636 1,231,530
Valerie A. Mosley     59,586,495 1,394,671
Susan J. Sutherland     59,617,920 1,363,246
Nancy A. Wiser     59,655,899 1,325,267
34
Eaton Vance
Tax-Advantaged Dividend Income Fund
October 31, 2022
Dividend Reinvestment Plan
The Fund offers a dividend reinvestment plan (Plan) pursuant to which shareholders may elect to have distributions automatically reinvested in common shares (Shares) of the Fund. You may elect to participate in the Plan by completing the Dividend Reinvestment Plan Application Form. If you do not participate, you will receive all distributions in cash paid by check mailed directly to you by American Stock Transfer & Trust Company, LLC (AST) as dividend paying agent. On the distribution payment date, if the NAV per Share is equal to or less than the market price per Share plus estimated brokerage commissions, then new Shares will be issued. The number of Shares shall be determined by the greater of the NAV per Share or 95% of the market price. Otherwise, Shares generally will be purchased on the open market by AST, the Plan agent (Agent). Distributions subject to income tax (if any) are taxable whether or not Shares are reinvested.
If your Shares are in the name of a brokerage firm, bank, or other nominee, you can ask the firm or nominee to participate in the Plan on your behalf. If the nominee does not offer the Plan, you will need to request that the Fund’s transfer agent re-register your Shares in your name or you will not be able to participate.
The Agent’s service fee for handling distributions will be paid by the Fund. Plan participants will be charged their pro rata share of brokerage commissions on all open-market purchases.
Plan participants may withdraw from the Plan at any time by writing to the Agent at the address noted on the following page. If you withdraw, you will receive Shares in your name for all Shares credited to your account under the Plan. If a participant elects by written notice to the Agent to sell part or all of his or her Shares and remit the proceeds, the Agent is authorized to deduct a $5.00 fee plus brokerage commissions from the proceeds.
If you wish to participate in the Plan and your Shares are held in your own name, you may complete the form on the following page and deliver it to the Agent. Any inquiries regarding the Plan can be directed to the Agent at 1-866-439-6787.
35
Eaton Vance
Tax-Advantaged Dividend Income Fund
October 31, 2022
Application for Participation in Dividend Reinvestment Plan
This form is for shareholders who hold their common shares in their own names. If your common shares are held in the name of a brokerage firm, bank, or other nominee, you should contact your nominee to see if it will participate in the Plan on your behalf. If you wish to participate in the Plan, but your brokerage firm, bank, or nominee is unable to participate on your behalf, you should request that your common shares be re-registered in your own name which will enable your participation in the Plan.
The following authorization and appointment is given with the understanding that I may terminate it at any time by terminating my participation in the Plan as provided in the terms and conditions of the Plan.
Please print exact name on account  
 
Shareholder signature Date
 
Shareholder signature Date
Please sign exactly as your common shares are registered. All persons whose names appear on the share certificate must sign.
YOU SHOULD NOT RETURN THIS FORM IF YOU WISH TO RECEIVE YOUR DISTRIBUTIONS IN CASH. THIS IS NOT A PROXY.
This authorization form, when signed, should be mailed to the following address:
Eaton Vance Tax-Advantaged Dividend Income Fund
c/o American Stock Transfer & Trust Company, LLC
P.O. Box 922
Wall Street Station
New York, NY 10269-0560
36
Eaton Vance
Tax-Advantaged Dividend Income Fund
October 31, 2022
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, 2022, 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 2022. 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 (additional fund-specific information is referenced below under “Results of the Contract Review Process”). (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. Following the “Overview” section, further information regarding the Board’s evaluation of a fund’s contractual arrangements is included under the “Results of the Contract Review Process” section.
37
Eaton Vance
Tax-Advantaged Dividend Income Fund
October 31, 2022
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 particularly competitive marketplace for talent, as well as the ongoing unique environment presented by hybrid, remote and other alternative work arrangements;
• 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 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 new 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, 2022 meeting, the Trustees 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 Trustees 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 agreement between Eaton Vance Tax-Advantaged Dividend Income Fund (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 agreement for the Fund.
38
Eaton Vance
Tax-Advantaged Dividend Income Fund
October 31, 2022
Board of Trustees’ Contract Approval — continued
Nature, Extent and Quality of Services
In considering whether to approve the investment advisory 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, including recent changes to such personnel. In particular, the Board considered the abilities and experience of the Adviser’s investment professionals in analyzing special considerations relevant to investing in dividend-paying common and preferred stocks. The Board considered the Adviser’s in-house equity research capabilities and experience in managing funds that seek to maximize after-tax returns. 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, selective 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 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 appropriate benchmark indices. 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, 2021. 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 higher than its primary, secondary and blended benchmark indexes for the three-year period. 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, 2021, 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 the 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 and 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.
39
Eaton Vance
Tax-Advantaged Dividend Income Fund
October 31, 2022
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 several asset levels, will allow the Fund to continue to benefit from any economies of scale in the future.
40
Eaton Vance
Tax-Advantaged Dividend Income Fund
October 31, 2022
Management and Organization
Fund Management. The Board of Trustees of the Fund (the “Board”) is responsible for the overall management and supervision of the affairs of the Fund. The Board members and officers of the Fund are listed below. Except as indicated, each individual has held the office shown or other offices in the same company for the last five years. 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 the 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 the Fund to be out of compliance with Section 16 of the 1940 Act or any other regulations or guidance of the Securities and Exchange Commission, then such retirement and resignation will not become effective until such time as action has been taken for the Fund to be in compliance therewith. The “noninterested Trustees” consist of those Trustees who are not “interested persons” of the Fund, as that term is defined under the 1940 Act. The business address of each Board member and officer is Two International Place, Boston, Massachusetts 02110. As used below, “BMR” refers to Boston Management and Research, “EVC” refers to Eaton Vance Corp., “EV” refers to EV LLC, “EVM” refers to Eaton Vance Management and “EVD” refers to Eaton Vance Distributors, Inc. EV is the trustee of each of EVM and BMR. Effective March 1, 2021, each of EVM, BMR, EVD and EV are indirect, wholly owned subsidiaries of Morgan Stanley. Each officer affiliated with EVM may hold a position with other EVM affiliates that is comparable to his or her position with EVM listed below. Each Trustee oversees 135 funds in the Eaton Vance fund complex (including both funds and portfolios in a hub and spoke structure).
Name and Year of Birth Fund
Position(s) 		Length of Service Principal Occupation(s) and Other Directorships
During Past Five Years and Other Relevant Experience
Interested Trustee 
Thomas E. Faust Jr.
1958 		Class II
Trustee 		Until 2023.
3 years.
Since 2007. 		Chairman of Morgan Stanley Investment Management, Inc. (MSIM), member of the Board of Managers and President of EV (since 2021), Chief Executive Officer of EVM and BMR. Formerly, Chairman, Chief Executive Officer (2007-2021) and President (2006-2021) of EVC and Director of EVD (2007-2022). Mr. Faust is an interested person because of his positions with MSIM, BMR, EVM, and EV, which are affiliates of the Fund.
Other Directorships. Formerly, Director of EVC (2007-2021) and Hexavest Inc. (investment management firm) (2012-2021).
Noninterested Trustees 
Mark R. Fetting
1954 		Class III
Trustee 		Until 2024.
Trustee since
2016. 		Private investor. Formerly held various positions at Legg Mason, Inc. (investment management firm) (2000-2012), including President, Chief Executive Officer, Director and Chairman (2008-2012), Senior Executive Vice President (2004-2008) and Executive Vice President (2001-2004). Formerly, President of Legg Mason family of funds (2001-2008). Formerly, Division President and Senior Officer of Prudential Financial Group, Inc. and related companies (investment management firm) (1991-2000).
Other Directorships. None.
Cynthia E. Frost
1961 		Class I
Trustee 		Until 2025.
3 years.
Since 2014. 		Private investor. Formerly, Chief Investment Officer of Brown University (university endowment) (2000-2012). Formerly, Portfolio Strategist for Duke Management Company (university endowment manager) (1995-2000). Formerly, Managing Director, Cambridge Associates (investment consulting company) (1989-1995). Formerly, Consultant, Bain and Company (management consulting firm) (1987-1989). Formerly, Senior Equity Analyst, BA Investment Management Company (1983-1985).
Other Directorships. None.
George J. Gorman
1952 		Chairperson
of the Board
and Class III
Trustee 		Until 2024.
3 years. Chairperson of the Board since 2021 and Trustee since 2014. 		Principal at George J. Gorman LLC (consulting firm). Formerly, Senior Partner at Ernst & Young LLP (a registered public accounting firm) (1974-2009).
Other Directorships. None.
41
Eaton Vance
Tax-Advantaged Dividend Income Fund
October 31, 2022
Management and Organization — continued
Name and Year of Birth Fund
Position(s) 		Length of Service Principal Occupation(s) and Other Directorships
During Past Five Years and Other Relevant Experience
Noninterested Trustees (continued)
Valerie A. Mosley
1960 		Class I
Trustee 		Until 2025.
3 years.
Since 2014. 		Chairwoman and Chief Executive Officer of Valmo Ventures (a consulting and investment firm). Founder of Upward Wealth, Inc., dba BrightUp, a fintech platform. Formerly, Partner and Senior Vice President, Portfolio Manager and Investment Strategist at Wellington Management Company, LLP (investment management firm) (1992-2012). Formerly, Chief Investment Officer, PG Corbin Asset Management (1990-1992). Formerly worked in institutional corporate bond sales at Kidder Peabody (1986-1990).
Other Directorships. Director of DraftKings, Inc. (digital sports entertainment and gaming company) (since September 2020). Director of Envestnet, Inc. (provider of intelligent systems for wealth management and financial wellness) (since 2018). Formerly, Director of Dynex Capital, Inc. (mortgage REIT) (2013-2020) and Director of Groupon, Inc. (e-commerce provider) (2020-2022).
Keith Quinton
1958 		Class II
Trustee 		Until 2023.
3 years
Since 2018. 		Private investor, researcher and lecturer. Formerly, Independent Investment Committee Member at New Hampshire Retirement System (2017-2021). Formerly, Portfolio Manager and Senior Quantitative Analyst at Fidelity Investments (investment management firm) (2001-2014).
Other Directorships. Formerly, Director (2016-2021) and Chairman (2019-2021) of New Hampshire Municipal Bond Bank.
Marcus L. Smith
1966 		Class III
Trustee 		Until 2024.
3 years.
Since 2018. 		Private investor and independent corporate director. Formerly, Chief Investment Officer, Canada (2012-2017), Chief Investment Officer, Asia (2010-2012), Director of Asian Research (2004-2010) and portfolio manager (2001-2017) at MFS Investment Management (investment management firm).
Other Directorships. Director of First Industrial Realty Trust, Inc. (an industrial REIT) (since 2021). Director of MSCI Inc. (global provider of investment decision support tools) (since 2017). Formerly, Director of DCT Industrial Trust Inc. (logistics real estate company) (2017-2018).
Susan J. Sutherland
1957 		Class I
Trustee 		Until 2025.
3 years.
Since 2015. 		Private investor. Director of Ascot Group Limited and certain of its subsidiaries (insurance and reinsurance) (since 2017). Formerly, Director of Hagerty Holding Corp. (insurance) (2015-2018) and Montpelier Re Holdings Ltd. (insurance and reinsurance) (2013-2015). Formerly, Associate, Counsel and Partner at Skadden, Arps, Slate, Meagher & Flom LLP (law firm) (1982-2013).
Other Directorships. Director of Kairos Acquisition Corp. (insurance/InsurTech acquisition company) (since 2021).
Scott E. Wennerholm
1959 		Class II
Trustee 		Until 2023.
3 years.
Since 2016. 		Private investor. Formerly, Trustee at Wheelock College (postsecondary institution) (2012-2018). Formerly, Consultant at GF Parish Group (executive recruiting firm) (2016-2017). Formerly, Chief Operating Officer and Executive Vice President at BNY Mellon Asset Management (investment management firm) (2005-2011). Formerly, Chief Operating Officer and Chief Financial Officer at Natixis Global Asset Management (investment management firm) (1997-2004). Formerly, Vice President at Fidelity Investments Institutional Services (investment management firm) (1994-1997).
Other Directorships. None.
Nancy A. Wiser(1)
1967 		Class I
Trustee 		Until 2025.
3 years
Since 2022. 		Formerly, Executive Vice President and the Global Head of Operations at Wells Fargo Asset Management (2011-2021).
Other Directorships. None.
    
Name and Year of Birth Fund
Position(s) 		Length of Service Principal Occupation(s)
During Past Five Years
Principal Officers who are not Trustees 
Edward J. Perkin
1972 		President Since 2014 Vice President and Chief Equity Investment Officer of EVM and BMR. Also Vice President of Calvert Research and Management (“CRM”).
Deidre E. Walsh
1971 		Vice President and
Chief
Legal Officer 		Since 2009 Vice President of EVM and BMR. Also Vice President of CRM.
James F. Kirchner
1967 		Treasurer Since 2007 Vice President of EVM and BMR. Also Vice President of CRM.
42
Eaton Vance
Tax-Advantaged Dividend Income Fund
October 31, 2022
Management and Organization — continued
Name and Year of Birth Fund
Position(s) 		Length of Service Principal Occupation(s)
During Past Five Years
Principal Officers who are not Trustees (continued)
Nicholas Di Lorenzo
1987 		Secretary Since 2022 Formerly, associate (2012-2021) and counsel (2022) at Dechert LLP.
Richard F. Froio
1968 		Chief Compliance
Officer 		Since 2017 Vice President of EVM and BMR since 2017. Formerly, Deputy Chief Compliance Officer (Adviser/Funds) and Chief Compliance Officer (Distribution) at PIMCO (2012-2017) and Managing Director at BlackRock/Barclays Global Investors (2009-2012).
(1) Ms. Wiser began serving as a Trustee effective April 4, 2022.
43
Eaton Vance Funds
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.com
Please 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 
44
Eaton Vance Funds
Privacy Notice — continued April 2021
Page 2
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 information
We 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 you
State 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.
45
Eaton Vance Funds
IMPORTANT NOTICES
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. American Stock Transfer & Trust Company, LLC (“AST”), the closed-end funds transfer agent, or your financial intermediary, may household the mailing of your documents indefinitely unless you instruct AST, or your financial intermediary, otherwise. If you would prefer that your Eaton Vance documents not be householded, please contact AST 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 AST 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.”
46
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Investment Adviser and Administrator
Eaton Vance Management
Two International Place
Boston, MA 02110
Custodian
State Street Bank and Trust Company
State Street Financial Center, One Lincoln Street
Boston, MA 02111
Transfer Agent
American Stock Transfer & Trust Company, LLC
6201 15th Avenue
Brooklyn, NY 11219
Independent Registered Public Accounting Firm
Deloitte & Touche LLP
200 Berkeley Street
Boston, MA 02116-5022
Fund Offices
Two International Place
Boston, MA 02110
2004    10.31.22

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 October 31, 2021 and October31, 2022 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

    10/31/21      10/31/22  

Audit Fees

    $ 65,250      $ 68,200  

Audit-Related Fees(1)

    $ 0      $ 0  

Tax Fees(2)

    $ 12,105      $ 1,850  

All Other Fees(3)

    $ 0      $ 0  
  

 

 

     

 

 

  

Total

    $ 77,355      $ 70,050  
  

 

 

     

 

 

  

 

(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 for services rendered to the registrant by D&T for the registrant’s fiscal years ended October 31, 2021 and October 31, 2022; and (ii) the aggregate non-audit fees (i.e., fees for audit-related, tax, and other services) billed for services rendered to the Eaton Vance organization by D&T for the same time periods.

 

Fiscal Years Ended

    10/31/21      10/31/22  

Registrant

    $ 12,105      $ 1,850  

Eaton Vance(1)

    $ 51,800      $ 52,836  

 

(1)

Eaton Vance Management, a subsidiary of Morgan Stanley, acts as the registrant’s investment adviser and administrator.

(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.

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 the Fund. Derek J.V. DiGregorio, Aaron S. Dunn, Bradley T. Galko and Joseph Mehlman, CFA comprise the investment team responsible for the overall management of the Fund’s investments.

Mr. DiGregorio is a Vice President of EVM and has been a portfolio manager of the Fund since July 2021. Mr. Dunn is a Vice President of EVM, is a member of EVM’s Equity Strategy Committee and has been a portfolio manager of the Fund since December 2017. Mr. Galko is a Vice President of EVM, has been an equity analyst at EVM since 2013 and has been a portfolio manager of the Fund since February 2020. Mr. Mehlman is a Vice President of EVM and a Managing Director at Morgan Stanley Investment Management Inc., an affiliate of EVM. Mr. Mehlman has been employed by the Morgan Stanley organization for more than five years and has been a portfolio manager of the Fund since November 2022. Messrs. DiGregorio, Dunn and Galko have been employed by EVM for more than five years. This information is provided as of the date of filing this report.

The following table shows, as of the 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		  

Derek J.V. DiGregorio(1)

            

Registered Investment Companies

      9      $ 6,190.6        0      $ 0  

Other Pooled Investment Vehicles

      0      $ 0        0      $ 0  

Other Accounts

      0      $ 0        0      $ 0  

Aaron Dunn(2)

            

Registered Investment Companies

      7      $ 6,273.4        0      $ 0  

Other Pooled Investment Vehicles

      2      $ 79.9        0      $ 0  

Other Accounts

      22      $ 1,845.4        0      $ 0  

Bradley T. Galko(2)

            

Registered Investment Companies

      7      $ 6,273.4        0      $ 0  

Other Pooled Investment Vehicles

      2      $ 79.9        0      $ 0  

Other Accounts

      22      $ 1,845.4        0      $ 0  

Joseph Mehlman

            

Registered Investment Companies

      4      $ 918.6        0      $ 0  

Other Pooled Investment Vehicles

      26      $ 4,025.1        0      $ 0  

Other Accounts

      40      $ 9,292.4        3      $ 1,436.6  

 

(1) 

This portfolio manager serves as portfolio manager of one or more registered investment companies that invests or may invest in one or more underlying registered investment companies in the Eaton Vance family of funds or other pooled investment vehicles sponsored by Eaton Vance. The underlying investment companies may be managed by this portfolio manager or another portfolio manager.

(2) 

This portfolio manager provides advisory services for certain of the “Other Accounts” on a nondiscretionary or model basis. For “Other Accounts” that are part of a wrap or model account program, the number of accounts is the number of sponsors for which the portfolio manager provides advisory services rather than the number of individual customer accounts within each wrap or model account program. The assets managed may include assets advised on a nondiscretionary or model basis.

The following table shows the dollar range of Fund shares beneficially owned by each portfolio manager as of the Fund’s most recent fiscal year end.

 

Portfolio Manager

    Dollar Range of Equity Securities
Beneficially Owned in the Fund

Derek J.V. DiGregorio

    None

Aaron S, Dunn

    $1 - $10,000

Bradley T. Galko

    $10,001 - $50,000

Joseph Mehlman

    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 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 discretion in a manner that he 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 are 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 the Board of Directors of Eaton Vance’s parent company, Morgan Stanley.

Base salary compensation. Generally, portfolio managers and research analysts receive base salary compensation based on the level of their position with the Adviser.

Incentive compensation. In addition to base compensation, portfolio managers and research analysts may receive discretionary year-end compensation. Incentive compensation may include:

 

  •  

Cash bonus

 

  •  

Deferred compensation:

 

  •  

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 including Eaton Vance. 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 Eaton Vance performance

 

  •  

The pre-tax investment performance of the funds/accounts managed by the portfolio manager(1) (which may, in certain cases, be measured against the applicable benchmark(s) and/or peer group(s) over one, three and five-year periods),(2) provided that for funds that are tax-managed or otherwise have an objective of after-tax returns, performance net of taxes will be considered

 

  •  

Individual contribution and performance

Further, the firm’s Global Incentive Compensation Discretion Policy requires compensation managers to consider 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.

 

(1)

Generally, this is total return performance, provided that consideration may also be given to relative risk-adjusted performance.

 

(2)

When a fund’s peer group as determined by Lipper or Morningstar is deemed by the relevant Eaton Vance Chief Investment Officer, or in the case of the sub-advised Funds, the Director of Product Development and Sub-Advised Funds, not to provide a fair comparison, performance may instead be evaluated primarily against a custom peer group or market index.

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

The registrant did not accrue any income or fees/compensation related to its securities lending activities during its most recent fiscal year. See Liquidity Agreement note in the financial statements for further information.

Item 13. Exhibits

 

(a)(1)   Registrant’s Code of Ethics – Not applicable (please see Item 2).
(a)(2)(i)   Treasurer’s Section 302 certification.
(a)(2)(ii)   President’s Section 302 certification.
(b)   Combined Section 906 certification.
(c)   Registrant’s notices to shareholders pursuant to Registrant’s exemptive order granting an exemption from Section 19(b) of the 1940 Act and Rule 19b-1 thereunder regarding distributions paid pursuant to the Registrant’s Managed Distribution Plan.
(d)  

Consentof Independent Registered Public Accounting Firm.

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 Tax-Advantaged Dividend Income Fund
By:   /s/ Edward J. Perkin
  Edward J. Perkin
  President
Date:  

December 22, 2022

 

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:   December 22, 2022

 

By:

  

/s/ Edward J. Perkin

 

Edward J. Perkin

 

President

Date:

  

December 22, 2022
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