EVV Eaton Vance Limited Duration Income Fund

What are Shareholders being asked to vote on?

PROPOSAL 1: Approval of a new investment advisory agreement for each Fund listed below with Eaton Vance Management (“Eaton Vance”);

Approval of a new investment advisory agreement with Eaton Vance to continue to serve as the Fund’s investment adviser;

Approval of a new investment advisory and administrative agreement with Eaton Vance to continue to serve as the Fund’s investment adviser and administrator;

PROPOSAL 2: Approval of a new investment sub-advisory agreement for each Fund listed below;

Approval of a new investment sub-advisory agreement with Eaton Vance Advisers International Ltd. to continue to serve as the Fund’s investment sub-adviser;

Approval of a new investment sub-advisory agreement with Parametric Portfolio Associates LLC to continue to serve as the Fund’s investment sub-adviser;

What is happening?

On October 7, 2020, Eaton Vance Corp. (“EVC”), the parent company of Eaton Vance, each Fund’s investment adviser, entered into a definitive agreement and plan of merger (the “Merger Agreement”) with Morgan Stanley pursuant to which Morgan Stanley will acquire EVC and its affiliates, including Eaton Vance (the “Transaction”). The closing of the Transaction is subject to the completion or waiver of various conditions, and is expected to close in the second quarter of 2021 (the “Closing”).

The Transaction is relevant to your Fund(s) because Eaton Vance serves as investment adviser to the Funds. In addition, certain Funds have investment sub-advisory relationships with either Eaton Vance Advisers International Ltd. (“EVAIL”) or Parametric Portfolio Associates LLC (“Parametric”), each of which is a subsidiary of EVC. Upon the Closing, Eaton Vance, EVAIL, and Parametric will become indirect wholly-owned subsidiaries of Morgan Stanley.

What are shareholders being asked to approve?

Shareholders of each Fund will be asked to approve a new investment advisory agreement with Eaton Vance and shareholders of certain Funds will also be asked to approve a new investment sub-advisory agreement (each, a “Proposal” and, collectively, the “Proposals”).

Upon the Closing, each Fund’s investment advisory agreement with Eaton Vance and, if applicable, investment sub-advisory agreement with EVAIL or Parametric may be deemed to automatically terminate.

Each Fund’s Board unanimously recommends that you approve a new investment advisory agreement with Eaton Vance and, if applicable, a new investment sub-advisory agreement with EVAIL or Parametric, to ensure that these entities will continue to serve as the Funds’ investment advisers and, if applicable, sub-advisers upon the Closing.

What is the applicable law that will cause the current investment advisory and investment sub-advisory agreements to terminate?

The Investment Company Act of 1940, as amended (the “1940 Act”), which regulates investment companies such as the Funds, requires investment advisory and investment sub-advisory agreements to terminate automatically in the event of an assignment of the agreement.

How will the Transaction affect Eaton Vance, EVAIL, and Parametric?

Following the Closing, Eaton Vance is expected to operate as an indirect wholly-owned subsidiary of Morgan Stanley and is expected to retain its existing portfolio management and other key personnel who provide services to the Funds. Further, EVAIL and Parametric are expected to maintain their respective portfolio management and other key personnel who provide services to the Funds.

How will the Transaction potentially benefit my Fund?

It is expected that the Transaction will deliver long-term financial benefits for the Funds. The combined business of EVC and Morgan Stanley will offer a unique public and private market investment solution set to clients in the industry and is expected to have the resources to bring deep capital markets and value-added service excellence to EVC and its affiliates’ relationships.

Approval of the new investment advisory and investment sub-advisory agreements will provide continuity of the investment program you selected through your investment in the Fund(s) and help to ensure that each Fund’s operations continue uninterrupted after the Closing.

How do the proposed new investment advisory and new investment sub-advisory agreements differ from my Fund’s current investment advisory and investment sub-advisory agreements?

While certain provisions have been updated, the proposed new investment advisory agreements with Eaton Vance are substantially similar to the current investment advisory agreements with Eaton Vance.

The proposed new investment sub-advisory agreements with EVAIL and Parametric are substantially similar to the current investment sub-advisory agreements with EVAIL and Parametric, respectively.

The services that your Fund(s) will receive under the new investment advisory agreement and, if applicable, investment sub-advisory agreement, are expected to be substantially similar to those it receives under the current investment advisory agreement and, if applicable, investment sub-advisory agreement.

Will my Fund’s contractual management fee rates increase?

The investment advisory fee rates and the investment advisory and administrative services fee rates (referred to collectively as “management fee” rates) proposed for the Funds will remain the same as under their existing agreements. No sub-adviser will receive increased investment sub-advisory fees as a result of the Transaction.

Will the new investment advisory agreement and the new investment sub-advisory agreements result in any changes in the investment objective(s) or investment strategy of my Fund?

The new agreements are not expected to result in any changes to any Fund’s investment objective(s) or investment strategy.

Will the new investment advisory agreement and the new investment sub-advisory agreements result in any changes in the portfolio management?

The portfolio managers for each Fund are expected to continue in such roles upon the Closing.

Will one Proposal pass if the other Proposal is not approved?

The Proposals are subject to the Closing. If the Closing does not occur, the Proposals will be deemed null and the Boards will consider whether other appropriate actions are warranted.

Proposal 1 is not contingent on the approval of Proposal 2. Proposal 2, with respect to a particular Fund, is contingent upon approval of Proposal 1 by shareholders of that Fund.

If the shareholders of a given Fund do not approve Proposal 1, Proposal 2 will be deemed null with respect to that Fund and the Board of that Fund will then consider whether other appropriate actions, if any, are warranted.

Will the Transaction be completed if this Proposal is not approved?

The Closing may take place even if shareholders of a Fund(s) do not approve the Proposal(s). If this should happen, the Board(s) of such Fund(s) would consider what additional actions to take, which could include continuing to solicit approval of a new investment advisory agreement.

In addition, Eaton Vance could (and expects to) propose that the Board of each Fund approve an interim investment advisory agreement and, as applicable, an interim investment sub-advisory agreement to permit continuity of management while solicitation continues. The terms of the interim investment advisory and sub-advisory agreements would be identical to those of the current agreements except for term and escrow provisions required by applicable law.

Is my Fund paying for the Transaction or the proxy solicitation?

The Funds will not bear any portion of the costs associated with the Transaction. All costs of the Proxy Statement and the Meeting, including proxy solicitation costs, legal fees, and the costs of printing and mailing the Proxy Statement, will be borne by EVC.

THE BOARD OF TRUSTEES OF EACH FUND UNANIMOUSLY RECOMMENDS A VOTE “FOR”