EVF Eaton Vance Senior Income

PROPOSAL 1. ELECTION OF TRUSTEES

The Fund is a closed-end investment company registered with the U.S. Securities and Exchange Commission (“SEC”) and subject to the requirements of the Investment Company Act of 1940, as amended (“1940 Act”). The Fund’s Agreement and Declaration of Trust, as amended (“Declaration of Trust”), provides that a majority of the Trustees shall fix the number of the entire Board and that such number shall be at least two and no greater than fifteen. The Board currently has fixed the number of Trustees at eleven. The Board has the authority to expand the Board in its discretion. Under the terms of the Fund’s Declaration of Trust, the Board of Trustees is required to be divided into three classes, each class having a term of three years to expire on the date of the third annual meeting following its election 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. An effect of staggered terms is to limit the ability of entities or persons to acquire control of the Fund at a single meeting.

The Board recommends that shareholders vote on a WHITE proxy card FOR the election of the Board Nominees and APS Board Nominee of the Fund.

Each of the Board Nominees and the APS Board Nominee is currently serving as a Trustee of the Fund and has consented to continue to so serve. In the event that one of the Board Nominees or the APS Board Nominee is unable to serve for any reason (which is not now expected) when the election occurs, the accompanying proxy will be voted for such other person or persons as the Board may recommend. The election of Trustees is non-cumulative. Shareholders do not have appraisal rights in connection with the proposal in this proxy statement. [None of the Board Nominees or the APS Board Nominee is a party adverse to the Fund or any of its affiliates in any material pending legal proceeding, nor do any of the Board Nominees or the APS Board Nominee, who is an Independent Trustee, as defined below, have an interest materially adverse to the Fund.

As discussed above, Eaton Vance Management (“EVM”) has received correspondence from the Saba Hedge Fund regarding Saba’s intention to nominate the Saba Nominees at the Annual Meeting. On July 10, 2020, Saba’s counsel, on behalf of the Saba Hedge Fund, sent a shareholder demand letter to the Board (the “Demand Letter”) demanding, among other matters, that the Board rescind a provision of the Fund’s Amended and Restated By-Laws (the “By-Laws”) requiring the affirmative vote of a majority of the Fund’s shares outstanding and entitled to vote to elect Trustee nominees in contested elections (the “By-Law Provision”). On July 15, 2020, the Fund filed a complaint against the Saba Hedge Fund in Suffolk County Superior Court in Massachusetts seeking a declaratory judgment that the By-Law Provision was properly adopted and should be applied in contested elections. The Saba Hedge Fund subsequently answered this complaint and asserted certain counterclaims. As of the date of this proxy statement, the court has not ruled on these matters. The Fund’s By-Laws provide for the election of the Board Nominees by the holders of the Common Shares and the APS, voting together as a single class. If the By-Law Provision is determined to be invalid prior to the Annual Meeting, the seats currently held by the Board Nominees would be elected by a plurality of votes cast and entitled to vote. Otherwise, since the election of the Board Nominees is contested, the Board Nominees would need to receive the affirmative vote of a majority of the Fund’s shares outstanding (including both Common Shares and APS) and entitled to vote in order to be elected at the Annual Meeting.

Pursuant to the Fund’s By-Laws, in the case of a contested election, if neither an incumbent nor a new Trustee nominee receives the affirmative vote of a majority of outstanding Fund shares entitled to vote, then the incumbent shall continue to serve as a Trustee as a member of his or her class of Trustees in accordance with the By-Laws. In the case of a contested election, if one or more new Trustee nominees are elected, and at least two incumbent Trustees are not elected, then such newly elected Trustees shall first fill any vacancies and then succeed the incumbent Trustees who stood for reelection at such contested election and received the fewest affirmative votes.

The By-Laws also provide that the holders of the APS are entitled as a class, to the exclusion of the holders of the Common Shares, to elect two Trustees of the Fund. One Trustee, Valerie A. Mosley, is nominated for election by holders of the Fund’s APS at this Annual Meeting. The APS Board Nominee’s nomination at the Annual Meeting is unopposed. Since this election is not contested, the election of the APS Board Nominee requires an affirmative vote of a plurality of votes cast by the APS shareholders at the Annual Meeting, provided a quorum is present.

The Fund’s Board is composed of eleven highly qualified individuals, ten of whom are not “interested persons” of the Fund, as that term is defined in the 1940 Act (each, a “noninterested Trustee” or an “Independent Trustee”). Each Board member is committed to fostering the Fund’s long-term ability to achieve its investment objective and to the effective oversight of Fund performance. The following table presents certain information regarding the current Trustees of the Fund, including the principal occupations of, and public company directorships held by, each such person for at least the last five years. More information about the experience and qualifications of each Trustee is set forth below under “Additional Information about Current Trustees.”

Each current Trustee listed above, with the exception of Messrs. Faust and Wennerholm and Ms. Frost, serves as a Trustee of 156 funds within the Eaton Vance fund complex as of [ ], 2020 (including both master and feeder funds in a master-feeder structure). Messrs. Faust and Wennerholm and Ms. Frost each serve as a Trustee of 155 funds within the Eaton Vance fund complex as of [ ], 2020 (including both master and feeder funds in a master-feeder structure). The address of each Trustee is Two International Place, Boston, Massachusetts 02110.

Each Trustee holds office until the annual meeting for the year in which his or her term expires and until his or her successor is elected and qualified, subject to a prior death, resignation, retirement, disqualification or removal. Under the terms of 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 74^th birthday; or (ii) December 31^st of the 20^th year in which he or she has served as a Trustee, subject to certain limited exceptions. If a Trustee’s 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 SEC, then such retirement and resignation will not become effective until such time as action has been taken for the Fund to be in compliance with Section 16 of the 1940 Act. In accordance with this retirement policy, Mr. Park and Ms. Peters are expected to retire effective July 1, 2022.

Even though the Saba Nominees were not presented to the Board as candidates for the Board’s consideration, before recommending the nomination of the Board Nominees, the Governance Committee also reviewed the limited information provided to the Fund with respect to the Saba Nominees. The Governance Committee and the Board considered the background, skills and experience of the Board Nominees, including that the Board Nominees have extensive experience with (i) registered closed-end funds generally, (ii) leveraged closed-end funds with exposure to the floating-rate loan asset class, (iii) EVM and the nature, quality and extent of services provided by it to the Fund and the other funds across the fund complex, as well as the third-party service providers, and (iv), specifically with respect to the Fund, its investment objective, principal investment strategies, history and overall operations. The Governance Committee also considered, among other things, the way in which the backgrounds, skills and experiences of each Board Nominee form the collective composition of the Board and the way in which they contribute to overall diversity in the backgrounds, skills and experiences of the Board and contribute to the effectiveness of the Board. The Governance Committee and the Board also considered that the Saba Nominees lack experience with the Fund and comparable floating-rate loan funds, and appear to have little or no experience serving on a board of a registered fund.

The Governance Committee and the Board also considered that Saba has nominated or is expected to nominate the Saba Nominees in other recent proxy contests. The Fund’s By-Laws set forth various Trustee qualifications, including that an individual nominated or seated as a Trustee may not serve as a trustee/director of another investment company. Thus, if a Saba Nominee were elected to the board of another investment company, the Saba Nominee would be ineligible to be nominated or seated as a Trustee on the Fund's Board. According to data obtained from FactSet Research Systems, Inc. on August 20, 2020, Saba Capital is an activist investor that frequently targets registered closed-end funds and, since it was founded in 2009, has engaged in 40 activist campaigns against registered closed-end funds, involving 40 Schedule 13D filings, 27 proxy contests, 27 shareholder proposals, 22 proposed slates of director/trustee nominees, and 20 publicly disclosed letters to a board of directors/trustees and/or management. The Governance Committee and the Board seek to ensure that the Fund operates in a manner that protects and advances the interests of all shareholders, not just the interests of Saba and its clients, which may be at odds with the Fund’s long-term objectives. Thus, the Governance Committee and the Board support the nomination and election of the Board Nominees.

The Board unanimously recommends that shareholders vote FOR

the election of the Board Nominees on the enclosed WHITE proxy card.

Interested Trustee

Mr. Faust is an “interested person” (as defined in the 1940 Act) by reason of his affiliation with EVM, the Fund’s investment adviser, and EVC, a publicly-held holding company, which owns all the outstanding shares of EVM and of EVM’s trustee, EV. (EVM, EVC, and their affiliates are sometimes referred to collectively as the “Eaton Vance Organization.”) Mr. Faust holds positions with other Eaton Vance affiliates that are comparable to his position with Eaton Vance listed above.

Board Meetings and Committees

The Board has general oversight responsibility with respect to the business and affairs of the Fund. The Board has engaged an investment adviser (the “adviser”) to manage the Fund and is responsible for overseeing such adviser and other service providers to the Fund. The Board is currently composed of eleven Trustees, including ten Independent Trustees. In addition to six regularly scheduled meetings per year, the Board periodically holds special meetings or informal conference calls to discuss specific matters that may require action prior to the next regular meeting. As discussed below, the Board has established certain committees to assist the Board in performing its oversight responsibilities. The current committee structure described below is employed by the Boards of the Fund and other funds in the Eaton Vance family of funds (the “Eaton Vance Fund Boards”). If the Fund’s Board includes different members than are included on the other Eaton Vance Fund Boards, the Fund’s Board may modify, streamline or adopt its own committee structure.

The Board has appointed a noninterested Trustee to serve in the role of Chairperson. The Chairperson’s primary role is to participate in the preparation of the agenda for meetings of the Board and the identification of information to be presented to the Board with respect to matters to be acted upon by the Board. The Chairperson also presides at all meetings of the Board and acts as a liaison with service providers, officers, attorneys, and other Board members generally between meetings. The Chairperson may perform such other functions as may be requested by the Board from time to time. In addition, the Board may appoint a noninterested Trustee to serve in the role of Vice-Chairperson. The Vice-Chairperson would have the power and authority to perform any or all of the duties and responsibilities of the Chairperson in the absence of the Chairperson and/or as requested by the Chairperson. Except for any duties specified herein or pursuant to the Fund’s Declaration of Trust or By-Laws, the designation of Chairperson or Vice-Chairperson does not impose on such noninterested Trustee any duties, obligations or liability that is greater than the duties, obligations or liability imposed on such person as a member of the Board, generally.

The Fund is subject to a number of risks, including, among others, investment, compliance, operational, and valuation risks. Risk oversight is part of the Board’s general oversight of the Fund and is addressed as part of various activities of the Board and its Committees. As part of its oversight of the Fund, the Board directly, or through a Committee, relies on and reviews reports from, among others, Fund officers, the adviser, the Chief Compliance Officer (the “CCO”), and other Fund service providers responsible for day-to-day oversight of Fund investments, operations and compliance to assist the Board in identifying and understanding the nature and extent of risks and determining whether, and to what extent, such risks can or should be mitigated. The Board also interacts with the CCO and with senior personnel of the adviser and other Fund service providers and provides input on risk management issues during meetings of the Board and its Committees. Each of the adviser and the other Fund service providers has its own independent interest and responsibilities in risk management, and its policies and methods for carrying out risk management functions will depend, in part, on its individual priorities, resources and controls. It is not possible to identify all of the risks that may affect the Fund or to develop processes and controls to eliminate or mitigate their occurrence or effects. Moreover, it is necessary to bear certain risks (such as investment-related risks) to achieve the Fund’s goals.

The Board, with the assistance of the adviser and with input from the Board’s various committees, reviews investment policies and risks in connection with its review of Fund performance. The Board has appointed a Fund CCO who oversees the implementation and testing of the Fund’s compliance program and reports to the Board regarding compliance matters for the Fund and its principal service providers. In addition, as part of the Board’s periodic review of the advisory and other service provider agreements, the Board may consider risk management aspects of their operations and the functions for which they are responsible. With respect to valuation, the Board approves and periodically reviews valuation policies and procedures applicable to valuing the Fund’s shares. The adviser is responsible for the implementation and day-to-day administration of these valuation policies and procedures and provides reports to the Audit Committee of the Board and the Board regarding these and related matters. In addition, the Audit Committee of the Board or the Board receives reports periodically from the independent public accounting firm for the Fund regarding tests performed by such firm on the valuation of all securities, as well as with respect to other risks associated with mutual funds. Reports received from service providers, legal counsel and the independent public accounting firm assist the Board in performing its oversight function.

The Fund’s Declaration of Trust does not set forth any specific qualifications to serve as a Trustee. The Charter of the Governance Committee also does not set forth any specific qualifications, but does set forth certain factors that the Committee may take into account in considering noninterested Trustee candidates. In general, no one factor is decisive in the selection of an individual to join the Board. Among the factors the Board considers when concluding that an individual should serve on the Board are the following: (i) knowledge in matters relating to the fund industry; (ii) experience as a director or senior officer of public companies; (iii) educational background; (iv) reputation for high ethical standards and professional integrity; (v) specific financial, technical or other expertise, and the extent to which such expertise would complement the Board members’ existing mix of skills, core competencies and qualifications; (vi) perceived ability to contribute to the ongoing functions of the Board, including the ability and commitment to attend meetings regularly and work collaboratively with other members of the Board; (vii) the ability to qualify as a noninterested Trustee for purposes of the 1940 Act and any other actual or potential conflicts of interest involving the individual and the Fund; and (viii) such other factors as the Board determines to be relevant in light of the existing composition of the Board.

Among the attributes or skills common to all Board members are their ability to review critically, evaluate, question and discuss information provided to them, to interact effectively with the other members of the Board, the adviser, other service providers, counsel and independent registered public accounting firms, and to exercise effective and independent business judgment in the performance of their duties as members of the Board. Each Board member’s ability to perform his or her duties effectively has been attained through the Board member’s business, consulting, public service and/or academic positions and through experience from service as a member of the Eaton Vance Fund Boards (and/or in other capacities, including for any predecessor funds), and/or on the boards of public or private companies, or non-profit entities or other organizations as set forth below. Each Board member’s ability to perform his or her duties effectively also has been enhanced by his or her educational background, professional training, and/or other life experiences.

Additional Information about Current Trustees. In respect of each current member of the Board, the individual’s substantial professional accomplishments and experience, including in fields related to the operations of registered investment companies, were a significant factor in the determination that the individual should serve as a member of the Board. Set forth below is a summary of each Board member’s particular professional experience and additional considerations that contributed to the Board’s conclusion that he or she should serve as a member of the Board. Each Trustee was initially nominated to the Board after careful consideration of his or her professional background and how he or she could be expected to contribute to overall diversity in the backgrounds, skills and experiences of the Board’s members and thereby enhance the effectiveness of the Board.

Thomas E. Faust Jr. Mr. Faust has served as a member of the Eaton Vance Fund Boards since 2007. He has served as Chairman and Chief Executive Officer of EVC since 2007 and as President of EVC since 2006. He is also Director and President of EV, Chief Executive Officer and President of Eaton Vance and BMR, and Director of EVD. Mr. Faust has served as a Director of Hexavest Inc. since 2012 and was a Director of SigFig Wealth Management LLC from 2016 to 2018. Mr. Faust previously served as an equity analyst, portfolio manager, Director of Equity Research and Management, and Chief Investment Officer of Eaton Vance from 1985-2007. He holds Bachelor of Science degrees in Mechanical Engineering and Economics from the Massachusetts Institute of Technology and a Master of Business Administration degree from Harvard Business School. Mr. Faust has been a Chartered Financial Analyst^® (“CFA”) since 1988. He is a trustee and vice chairman of the board of Wellesley College and a trustee and member of the executive committee of the Boston Symphony Orchestra.

Mr. Faust is a Board Nominee. Mr. Faust was appointed to the Board in 2007 and was previously elected by shareholders to serve as Trustee in 2017. His qualifications for re-election include 35 years of experience in the asset management industry, during which he has advised, managed and overseen a broad range of investment portfolios and gained deep expertise in floating-rate loans and closed-end fund investing.   He is the only member of the Board affiliated with the Eaton Vance Organization.  His in-depth knowledge of the Eaton Vance Organization’s portfolio management practices, investment teams and culture, and operating environment provides Mr. Faust with valuable insights that contributes meaningfully to the mix of experience and expertise of the Board as a whole.  He serves on the boards of seven Eaton Vance funds that invest primarily in floating-rate loans, including six such funds that employ leverage.

Cynthia E. Frost. Ms. Frost has served as a member of the Eaton Vance Fund Boards since 2014 and is the Chairperson of the Portfolio Management Committee. From 2000 through 2012, Ms. Frost was the Chief Investment Officer of Brown University, where she established and built, including hiring and overseeing a team of investment professionals, Brown University’s first professionally managed investment office.  In that role, she oversaw the evaluation, selection and monitoring of third party investment managers who managed Brown University’s endowment. From 1995 through 2000, Ms. Frost was a Portfolio Strategist for Duke Management Company, which oversaw Duke University’s endowment. Ms. Frost also served in various investment and consulting roles at Cambridge Associates from 1989-1995, Bain and Company from 1987-1989 and BA Investment Management Company from 1983-1985. She serves as a member of the investment committee of the MCNC Endowment. Ms. Frost earned a Bachelor of Arts degree, with honors, in Economics from Stanford University and a Master of Business Administration degree, Edward Tuck Scholar, from Amos Tuck School, Dartmouth College. Ms. Frost is a CFA^® charterholder.

Ms. Frost is a Board Nominee. She was appointed to the Board in 2014 and was previously elected by shareholders to serve as Trustee in 2017.  Ms. Frost is a highly qualified candidate for Trustee, with extensive experience in managing institutional investment portfolios with high allocations to alternative investments, including portfolios that made extensive use of leverage and derivatives. She has significant expertise developing portfolio strategy, managing risk, working with investment committees and overseeing portfolio management teams. She serves on the boards of seven Eaton Vance funds that invest primarily in floating-rate bank loans, including six such funds that employ leverage.

Susan J. Sutherland. Ms. Sutherland has served as a member of the Eaton Vance Fund Boards since 2015 and is the Chairperson of the Compliance Reports and Regulatory Matters Committee. From 1982 through 2013, Ms. Sutherland practiced law at Skadden, Arps, Slate, Meagher & Flom, including as a partner in the Corporate Finance Group (1996-2006) and the Financial Institutions Group (2006-2013). She has over thirty years of experience advising companies, investment banks and private equity firms in a broad range of corporate transactions in industries including insurance and other financial services, healthcare, transportation, and industrial and consumer goods. Since 2018, Ms. Sutherland has served as a Director of Ascot Group Limited and certain of its subsidiaries. Ascot, through its related businesses, including Syndicate 1414 at Lloyd’s of London, is a leading global underwriter of specialty property and casualty insurance and reinsurance. Ms. Sutherland previously served as a Director of two other companies engaged in property and casualty insurance or reinsurance: Montpelier Re Holdings Ltd. (2013-2015) and Hagerty Holding Corp. (2015-2018). Ms. Sutherland’s corporate board committee experience includes service on audit, compensation, finance, investment, and nominating and governance committees. Since beginning her corporate board service in 2013, Ms. Sutherland’s board or committee responsibilities have also included oversight over a broad range of in-house and third-party investment managers responsible for management of the respective companies’ investment portfolios. Ms. Sutherland is qualified as a Governance Fellow of the National Association of Corporate Directors and has also served as a board member of prominent non-profit organizations. Ms. Sutherland earned a Bachelor of Arts degree in political science, with highest honors, from Denison University and a Juris Doctor degree from New York University School of Law, where she was a Root-Tilden Scholar.

Ms. Sutherland is a Board Nominee. She was appointed to the Board in 2015 and was previously elected by shareholders to serve as Trustee in 2017. Ms. Sutherland is a highly qualified candidate for Trustee, with extensive experience serving on corporate boards, as well as over 30 years of professional experience advising companies, investment banks and private equity firms in a broad range of corporate transactions and investments. She serves on the boards of eight Eaton Vance funds that invest primarily in floating-rate bank loans, including six such funds that employ leverage.

Valerie A. Mosley. Ms. Mosley has served as a member of the Eaton Vance Fund Boards since 2014 and is the Chairperson of the Governance Committee. She currently owns and manages a consulting and investment firm, Valmo Ventures. From 1992 through 2012, Ms. Mosley served in several capacities at Wellington Management Company, LLP, an investment management firm, including as a Partner, Senior Vice President, Portfolio Manager and Investment Strategist. Ms. Mosley also served as Chief Investment Officer at PG Corbin Asset Management from 1990-1992 and worked in institutional corporate bond sales at Kidder Peabody from 1986-1990. She was also a Director of Progress Investment Management Company, a manager of emerging managers. She is a Director of Groupon, Inc., an e-commerce provider, and a Director of Envestnet, Inc., a provider of intelligent systems for wealth management and financial wellness. Ms. Mosley continues to serve as a Director of Dynex Capital, Inc. (“Dynex”), a mortgage REIT. Dynex had previously publicly announced that Ms. Mosley had decided not to stand for re-election to the company’s Board of Directors at its annual shareholder meeting. Effective June 9, 2020, Ms. Mosley agreed to continue to serve as a member of the Dynex Board until such Board finds a replacement for her seat. She serves as a trustee or board member of several major non-profit organizations and endowments, including New Profit, a social venture firm that identifies, invests in and helps scale social entrepreneurs. She is a member of the Risk Audit Committee of the United Auto Workers Retiree Medical Benefits Trust and a member of the Investment Advisory Committee of New York State Common Retirement Fund. Ms. Mosley has designed and taught financial literacy curriculum to students in several schools located in Dorchester and Roxbury, Massachusetts. She has also designed a “teach-the-teachers” program with the Boston Federal Reserve to emphasize the “M” (Math) in STEM via financial literacy and money management concepts. Ms. Mosley is an advisor to New Technology Ventures, a venture capital firm. Ms. Mosley serves on the Institutional Investors Advisory Counsel of MiDA, a USAID partner focused on investment opportunities in Africa. She also advises Impact X Capital, a venture fund focused on underrepresented entrepreneurs across Europe. Ms. Mosley served as President of Wellington Management Company’s Foundation that reinvests in the communities where Wellington has a presence. Ms. Mosley earned a Bachelor of Arts degree in History from Duke University and a Master of Business Administration degree from The Wharton School, University of Pennsylvania.

Ms. Mosley is the APS Board Nominee. She was appointed to the Board in 2014 and was previously elected by APS shareholders to serve as a Trustee in 2017. Ms. Mosley is a highly qualified candidate for Trustee, with extensive experience in the investment management industry, including serving as a portfolio manager and chief investment officer, as well as serving on corporate boards and non-profit entities. She has significant expertise managing fixed income investment strategies. She serves on the boards of eight Eaton Vance funds that invest primarily in floating-rate bank loans, including six such funds that employ leverage.

Mark R. Fetting. Mr. Fetting has served as a member of the Eaton Vance Fund Boards since 2016 and is the Chairperson of the Ad Hoc Committee for Closed-End Fund Matters. He has over 30 years of experience in the investment management industry as an executive and in various leadership roles. From 2000 through 2012, Mr. Fetting served in several capacities at Legg Mason, Inc., including most recently serving as President, Chief Executive Officer, Director and Chairman from 2008 to 2012. He also served as a Director/Trustee and Chairman of the Legg Mason family of funds from 2008-2012 and Director/Trustee of the Royce family of funds from 2001-2012. From 2001 through 2008, Mr. Fetting also served as President of the Legg Mason family of funds. From 1991 through 2000, Mr. Fetting served as Division President and Senior Officer of Prudential Financial Group, Inc. and related companies. Earlier in his professional career, Mr. Fetting served as a Partner with Greenwich Associates and was a Vice President at T. Rowe Price, holding leadership roles within the firm’s mutual fund division from 1981-1987. He currently serves as President of the Board of Trustees of Gilman School, Baltimore, Maryland. He also serves on the Boards of Trustees of the Baltimore Community Foundation and of Mercy Hospital, Baltimore, Maryland. Mr. Fetting earned a Bachelor of Science degree in Engineering from The Wharton School, University of Pennsylvania, and a Master of Business Administration degree, with distinction, from Harvard Business School.

George J. Gorman. Mr. Gorman has served as a member of the Eaton Vance Fund Boards since 2014. He is the Chairperson of the Audit Committee and has been designated by the Board as an audit committee financial expert. From 1974 through 2009, Mr. Gorman served in various capacities at Ernst & Young LLP, including as a Senior Partner in the Asset Management Group (from 1988) specializing in managing engagement teams responsible for auditing mutual funds registered with the SEC, hedge funds and private equity funds. Mr. Gorman also has experience serving as an independent trustee of other mutual fund complexes, including the Bank of America Money Market Funds Series Trust from 2011-2014 and the Ashmore Funds from 2010-2014. Mr. Gorman previously served on the Board of Directors of the National Investment Company Service Association (“NICSA”) from 1992-2012, including serving on NICSA’s Chairperson from 1997-1999. Since 2012, Mr. Gorman has served on the Philanthropic Board of Advisors of Boston Children’s Hospital, including on the Board of Advisors’ Task Force in 2013 and as the Board of Advisors’ representative on Boston Children’s Hospital Trust Board’s Planned Giving Task Force from 2012 to 2015. Mr. Gorman also serves on the Independent Directors’ Council as a member of the Governing Council & Education Committee since 2016 and a member of the Executive Committee since 2019. Mr. Gorman received a Bachelor of Science degree, cum laude, in Business and Administration from Duquesne University and a Master of Business Administration degree from Amos Tuck School, Dartmouth College. He is a CPA in New York, Massachusetts, Maryland and Connecticut.

William H. Park. Mr. Park has served as a member of the Eaton Vance Fund Boards since 2003 and is the Independent Chairperson of the Board. He has been designated by the Board as an audit committee financial expert serving on the Audit Committee. Mr. Park was formerly a consultant from 2012-2014 and formerly the Chief Financial Officer of Aveon Group, L.P. from 2010-2011. Mr. Park also served as Vice Chairman of Commercial Industrial Finance Corp. from 2006-2010, as President and Chief Executive Officer of Prizm Capital Management, LLC from 2002-2005, as Executive Vice President and Chief Financial Officer of United Asset Management Corporation from 1982-2001 and as Senior Manager of Price Waterhouse (now PricewaterhouseCoopers) from 1972-1981. Mr. Park earned a Bachelor of Science degree in Industrial Engineering from Cornell University and a Master of Business Administration degree from Cornell University.

Helen Frame Peters. Dr. Peters has served as a member of the Eaton Vance Fund Boards since 2008. Dr. Peters is currently a Professor of Finance at Carroll School of Management, Boston College and was formerly Dean of Carroll School of Management from 2000-2002. Dr. Peters was previously a Director of BJ’s Wholesale Club, Inc. from 2004-2011. In addition, Dr. Peters was the Chief Investment Officer, Fixed Income at Scudder Kemper Investments from 1998-1999 and Chief Investment Officer, Equity and Fixed Income at Colonial Management Associates from 1991-1998. Dr. Peters also served as a Trustee of SPDR Index Shares Funds and SPDR Series Trust from 2000-2009 and as a Director of the Federal Home Loan Bank of Boston from 2007-2009. Dr. Peters earned a Bachelor of Arts degree in Economics from the University of Pennsylvania, a Master’s degree in Statistics from The Wharton School, University of Pennsylvania, and a doctorate degree in Finance from The Wharton School, University of Pennsylvania.

Keith Quinton. Mr. Quinton has served as a member of the Eaton Vance Fund Boards since 2018. He had over thirty years of experience in the investment industry before retiring from Fidelity Investments in 2014. Mr. Quinton served as a portfolio manager and senior quantitative analyst at Fidelity Investments from 2001-2014. Prior to joining Fidelity, Mr. Quinton was a vice president and quantitative analyst at MFS Investment Management from 2000-2001. From 1997 through 2000, he was a senior quantitative analyst at Santander Global Advisors and, from 1995 through 1997, Mr. Quinton was senior vice president in the quantitative equity research department at Putnam Investments. Prior to joining Putnam Investments, Mr. Quinton served in various investment roles at Eberstadt Fleming, Falconwood Securities Corporation and Drexel Burnham Lambert, where he began his career in the investment industry as a senior quantitative analyst in 1983. Mr. Quinton currently serves as an Independent Investment Committee Member of the New Hampshire Retirement System, a five member committee that manages investments based on the investment policy and asset allocation approved by the board of trustees, and as a Director, and currently the Chairman, of the New Hampshire Municipal Bond Bank. He is a lecturer at Amos Tuck School at Dartmouth College. Mr. Quinton earned an Artium Baccalaurei degree in Russian from Dartmouth College and a Master of Business Administration degree from Amos Tuck School, Dartmouth College. Mr. Quinton was a CFA^® charterholder during his professional investment career until his retirement in 2014.

Marcus L. Smith. Mr. Smith has served as a member of the Eaton Vance Fund Boards since 2018. Since 2017, Mr. Smith has been a Director of MSCI Inc., a leading provider of investment decision support tools worldwide, where he serves on the Audit and Strategy & Finance Committees. From 2017 through 2018, he served as a Director of DCT Industrial Trust Inc., a leading logistics real estate company, where he served as a member of the Nominating and Corporate Governance and Audit Committees. Prior to his board work, Mr. Smith had a 23-year career at MFS Investment Management where he managed the MFS Institutional International Fund (MIEIX) for 17 years and the MFS Concentrated International Fund for 10 years.  In these roles, Mr. Smith was responsible for all aspects of portfolio construction and stock selection for the funds.  During his tenure as portfolio manager, the MFS Institutional International Fund grew from $121 million to $22 billion in assets under management.  The portfolio received the Lipper Award in 2005 & 2010 for Best 3-year performance of 359 Large Capitalization international portfolios.  In addition to his portfolio management duties, Mr. Smith served as Director of Equity, Canada from 2012 to 2017, Director of Equity, Asia from 2010 to 2012 and Director of Asian Equity Research from 2005 to 2010.  Mr. Smith served on the MFS Equity Management committee from 2005 to 2017.  As a member of MFS Equity Department Management, Mr. Smith served as regional Chief Investment Officer, Director of Equity, for Asia, Japan, Australia and Canada.  In this capacity, Mr. Smith managed portfolio managers, analysts and institutional portfolio managers in each region with overall responsibility for recruitment, management, compensation and strategy for the region.  Prior to joining MFS, Mr. Smith was a senior consultant at Accenture, working within their Financial Services Group.  Mr. Smith served as a United States Army Reserve Officer from 1987 to 1992.  He also served as a trustee of the University of Mount Union from 2008-2020, including as the chairman of its Finance Committee from 2015 to 2019. Mr. Smith currently sits on the Boston advisory board of the Posse Foundation and the Harvard Medical School Advisory Council on Education. Mr. Smith earned a Bachelor of Science, cum laude, in Computer Science from the University of Mount Union and a Master of Business Administration degree from The Wharton School, University of Pennsylvania.

Scott E. Wennerholm. Mr. Wennerholm has served as a member of the Eaton Vance Fund Boards since 2016 and is the Chairperson of the Contract Review Committee. He has over 30 years of experience in the financial services industry in various leadership and executive roles. Mr. Wennerholm served as Chief Operating Officer and Executive Vice President at BNY Mellon Asset Management from 2005-2011 where he provided oversight to fund governance, risk management, compliance and operations functions for this $1 trillion asset management company. He also served as Chief Operating Officer and Chief Financial Officer at Natixis Global Asset Management from 1997-2004 where he managed economic relationships between its mutual fund distributor and multiple fund advisors and was a Vice President at Fidelity Investments Institutional Services from 1994-1997 where he worked on mutual fund economics and product development. In addition, Mr. Wennerholm served as a Trustee at Wheelock College, a postsecondary institution from 2012-2018. Mr. Wennerholm earned Bachelor of Arts degrees in Business Administration and in Philosophy from Furman University and a Master of Business Administration degree from Boston University. He has held FINRA licenses in Series 7, 24, 27, and 63.

During the fiscal year ended June 30, 2020, the Trustees of the Fund met thirteen times. The Board of Trustees currently has several standing Committees, including the Audit Committee, the Contract Review Committee, the Governance Committee, the Portfolio Management Committee and the Compliance Reports and Regulatory Matters Committee. The Board also has an Ad Hoc Committee for Closed-End Fund Matters. The Audit Committee met thirteen times, the Contract Review Committee met six times, the Governance Committee met five times, the Portfolio Management Committee met eight times, the Compliance Reports and Regulatory Matters Committee met nine times and the Ad Hoc Committee for Closed-End Fund Matters met nine times during such period. Each Trustee attended more than 96% of the Board and Committee meetings on which he or she serves. None of the Trustees attended the Fund’s 2019 Annual Meeting of Shareholders.

Each Committee of the Board of Trustees of the Fund is composed of only noninterested Trustees. The respective duties and responsibilities of these Committees remain under the continuing review of the Governance Committee and the Board. As noted above, if the Fund’s Board includes different members than included on the other Eaton Vance Fund Boards, the Fund’s Board may modify, streamline or adopt its own committee structure.

Messrs. Gorman (Chairperson), Park and Wennerholm and Ms. Peters are members of the Audit Committee. The Board has designated Messrs. Gorman and Park, each a noninterested Trustee, as audit committee financial experts. Each Audit Committee member is independent under applicable listing standards of the New York Stock Exchange (“NYSE”). The purposes of the Audit Committee are to (i) oversee the Fund’s accounting and financial reporting processes, its internal control over financial reporting, and, as appropriate, the internal control over financial reporting of certain service providers; (ii) oversee or, as appropriate, assist Board oversight of the quality and integrity of the Fund’s financial statements and the independent audit thereof; (iii) oversee, or, as appropriate, assist Board oversight of, the Fund’s compliance with legal and regulatory requirements that relate to the Fund’s accounting and financial reporting, internal control over financial reporting and independent audits; (iv) approve, prior to appointment, the engagement and, when appropriate, replacement of the independent auditors, and, if applicable, nominate independent auditors to be proposed for shareholder ratification in any proxy statement of the Fund; (v) evaluate the qualifications, independence and performance of the independent registered public accounting firm and the audit partner in charge of leading the audit; and (vi) prepare, as necessary, audit committee reports consistent with the requirements of applicable SEC and stock exchange rules for inclusion in the proxy statement for the Annual Meeting of Shareholders of the Fund. The Fund’s Board of Trustees has adopted a written charter for its Audit Committee, a copy of which is attached as Appendix B. The written charter is also available on the Eaton Vance website, https://funds.eatonvance.com/corporate-governance.php. The Audit Committee’s Report is set forth below under “Additional Information.”

Messrs. Wennerholm (Chairperson), Fetting, Gorman, Park, Quinton and Smith and Mmes. Frost, Mosley, Peters and Sutherland are members of the Contract Review Committee. The purposes of the Contract Review Committee are to consider, evaluate and make recommendations to the Board concerning the following matters: (i) contractual arrangements with each service provider to the Fund, including advisory transfer agency, custodial and fund accounting, and administrative services; (ii) any and all other matters in which any of the Fund’s service providers (including Eaton Vance or any affiliated entity thereof) has an actual or potential conflict of interest with the interests of the Fund or its shareholders; and (iii) any other matter appropriate for review by the noninterested Trustees, unless the matter is within the responsibilities of other Committees of the Board.

Mmes. Frost (Chairperson), Mosley and Peters and Messrs. Smith and Wennerholm are members of the Portfolio Management Committee. The purposes of the Portfolio Management Committee are to: (i) assist the Board in its oversight of the portfolio management process employed by the Fund and its investment adviser relative to the Fund’s stated objective(s), strategies and restrictions; (ii) assist the Board in its oversight of the trading policies and procedures and risk management techniques applicable to the Fund; and (iii) assist the Board in its monitoring of the performance results of all funds, giving special attention to the performance of certain funds that it or the Board of Trustees identifies from time to time.

Ms. Sutherland (Chairperson) and Messrs. Fetting, Gorman and Quinton are members of the Compliance Reports and Regulatory Matters Committee. The purposes of the Compliance Reports and Regulatory Matters Committee are to: (i) assist the Board in its oversight role with respect to compliance issues and certain other regulatory matters affecting the Fund; (ii) serve as a liaison between the Board of Trustees and the Fund’s CCO; and (iii) serve as a “qualified legal compliance committee” within the rules promulgated by the SEC.

Messrs. Fetting (Chairperson) and Gorman and Ms. Mosley are members of the Ad Hoc Committee for Closed-End Fund Matters. The purpose of the Ad Hoc Committee for Closed-End Fund Matters is to consider, evaluate and make recommendations to the Board with respect to issues specifically related to Eaton Vance closed-end funds.

Mmes. Mosley (Chairperson), Frost, Peters and Sutherland and Messrs. Fetting, Gorman, Park, Quinton, Smith and Wennerholm are members of the Governance Committee. Each Governance Committee member is independent under applicable listing standards of the NYSE. The purpose of the Governance Committee is to consider, evaluate and make recommendations to the Board with respect to the structure, membership and operation of the Board and the Committees thereof, including the nomination and selection of noninterested Trustees and a Chairperson of the Board and the compensation of such persons.

The Fund’s Board of Trustees has adopted a written charter for its Governance Committee, a copy of which is available on the Eaton Vance website, https://funds.eatonvance.com/corporate-governance.php. The Governance Committee identifies candidates by obtaining referrals from such sources as it deems appropriate, which may include current Trustees, management of the Fund, counsel and other advisors to the Trustees, and shareholders of the Fund who submit recommendations in accordance with the procedures described in the Committee’s charter. In no event shall the Governance Committee consider as a candidate to fill any vacancy an individual recommended by management of the Fund, unless the Governance Committee has invited management to make such a recommendation. The Governance Committee will, when a vacancy exists, consider a nominee for Trustee recommended by a shareholder, provided that such recommendation is submitted in writing to the Fund’s Secretary at the principal executive office of the Fund. Such recommendations must be accompanied by biographical and occupational data on the candidate (including whether the candidate would be an “interested person” of the Fund), a written consent by the candidate to be named as a nominee and to serve as Trustee if elected, record and ownership information for the recommending shareholder with respect to the Fund, and a description of any arrangements or understandings regarding recommendation of the candidate for consideration. The Governance Committee’s procedures for evaluating candidates for the position of noninterested Trustee are set forth in an appendix to the Committee’s charter. Saba chose to notify the Fund that Saba intends to nominate the Saba Nominees at the upcoming shareholder meeting, rather than presenting the Saba Nominees to the Fund as candidates for its consideration. Nonetheless, the Governance Committee and the Board reviewed the limited information about the Saba Nominees that Saba included in its notice to the Fund before deciding to nominate the Board Nominees for election by shareholders at the upcoming Annual Meeting.

The Governance Committee does not have a formal policy to consider diversity when identifying candidates for the position of noninterested Trustee. Rather, as a matter of practice, the Committee considers the overall diversity of the Board’s composition when identifying candidates. Specifically, the Committee considers how a particular candidate could be expected to contribute to overall diversity in the backgrounds, skills and experiences of the Board’s members and thereby enhance the effectiveness of the Board. Five of the ten currently serving Independent Trustees bring gender and/or racial diversity to the Board. In addition, as part of its annual self-evaluation, the Board has an opportunity to consider the diversity of its members, including specifically whether the Board’s members have the right mix of characteristics, experiences and skills. The results of the self-evaluation are considered by the Governance Committee in its decision-making process with respect to candidates for the position of noninterested Trustee.

Communications with the Board of Trustees

Shareholders wishing to communicate with the Board may do so by sending a written communication to the Chairperson of the Board of Trustees, the Chairperson of any Committee of the Board of Trustees or to the noninterested Trustees as a group, at the following address: Two International Place, Boston, Massachusetts 02110, c/o the Secretary of the Fund.

Remuneration of Trustees

Each noninterested Trustee is compensated for his or her services according to a fee schedule adopted by the Board of Trustees, and receives a fee that consists of an annual retainer and a committee service component. [The Fund currently pays each noninterested Trustee a pro rata share, as described below, of: (i) an annual retainer of $280,000; (ii) an additional annual retainer of $135,000 for serving as the Chairperson of the Board; (iii) an additional annual retainer of $60,000 for Committee Service; (iv) an additional annual retainer of $15,000 for serving on four or more Committees, not including the Ad Hoc Committee; (v) an additional annual retainer of $35,000 for serving as the Governance Committee Chairperson, the Audit Committee Chairperson, the Compliance Committee Chairperson, the Contract Review Committee Chairperson or the Portfolio Management Committee Chairperson (to be split evenly in the event of Co-Chairpersons); (vi) the Chairperson of an Ad Hoc Committee will receive $5,000 for any six-month period the Ad Hoc Committee is in existence and meets, with the six-month periods being October 1 through March 31 and April 1 through September 30; and (vii) out-of-pocket expenses.] The pro rata share paid by the Fund is based on the Fund’s average net assets as a percentage of the average net assets of all the funds in the Eaton Vance family of funds. If the Fund’s Board includes different members than are included on other Eaton Vance Fund Boards, the Fund’s Board may modify or adopt its own Trustee compensation schedule. During the fiscal year ended June 30, 2020, the Trustees of the Fund earned the following compensation in their capacities as Trustees of the Fund. For the calendar year ended December 31, 2019, the Trustees earned the following compensation in their capacities as members of the Eaton Vance Fund Boards:

Trustees of Eaton Vance Fund Boards who are not affiliated with Eaton Vance may elect to defer receipt of all or a percentage of their annual fees in accordance with the terms of a Trustees Deferred Compensation Plan (the “Deferred Compensation Plan”). Under the Deferred Compensation Plan, an eligible Trustee may elect to have his or her deferred fees invested in the shares of one or more funds in the Eaton Vance family of funds, and the amount paid to the Trustees under the Deferred Compensation Plan will be determined based upon the performance of such investments. Deferral of Trustees’ fees in accordance with the Deferred Compensation Plan will have a negligible effect on the assets, liabilities and net income of a participating Fund, and will not obligate the Fund to retain the services of any Trustee or obligate the Fund to pay any particular level of compensation to the Trustee. If the Fund’s Board includes different members than are included on other Eaton Vance Fund Boards, the Fund’s Board may eliminate or modify the Deferred Compensation Plan for the Fund. The Fund does not have a retirement plan for its Trustees.

The Board of Trustees recommends that shareholders vote the WHITE proxy card FOR the election of each Board Nominee.

NOTICE TO BANKS AND BROKER/DEALERS

The Fund has previously solicited all Nominee and Broker/Dealer accounts as to the number of additional proxy statements required to supply owners of shares. Should additional proxy materials be required for underlying beneficial owners, please call [ ], send an email to [corporateservices@astfundsolutions.com] or forward such requests to AST Fund Solutions, LLC, 55 Challenger Road, Suite 201, Ridgefield Park, NJ 07660.

ADDITIONAL INFORMATION