UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
(Rule
14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
The Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☐
Filed by a Party other than the Registrant ☒
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Under Rule 14a-12
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Eaton Vance Senior Income
Trust
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(Name of Registrant as Specified in Its Charter)
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SABA CAPITAL MANAGEMENT, L.P.
SABA CAPITAL MASTER FUND, LTD.
SABA II AIV, L.P.
SABA CAPITAL MASTER FUND III, L.P.
SABA CAPITAL CARRY NEUTRAL TAIL HEDGE MASTER
FUND LTD.
SABA CAPITAL R FUND, LTD.
SABA CAPITAL CEF OPPORTUNITIES 1, LTD.
SABA CAPITAL CEF OPPORTUNITIES 3, LTD.
SABA CAPITAL SPECIAL OPPORTUNITIES FUND, LTD.
BOAZ R. WEINSTEIN
STEPHEN G. FLANAGAN
FREDERIC GABRIEL
CHRISTOPHER A. KLEPPS
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(Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant)
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fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of
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Form, Schedule or Registration Statement No.:
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2020 ANNUAL MEETING OF SHAREHOLDERS
OF
Eaton Vance Senior Income Trust
_________________________
PROXY STATEMENT
OF
Saba
Capital Management, L.P.
_________________________
Please vote the GOLD proxy card to elect our slate of highly-qualified nominees.
Please sign, date
and mail the enclosed GOLD proxy card today!
Saba Capital Management,
L.P., a Delaware limited partnership (“Saba Capital”), and certain of its affiliates further identified on Appendix
A, namely Saba Capital Master Fund, Ltd., Saba II AIV, L.P., Saba Capital Master Fund III, L.P., Saba Capital Carry Neutral Tail
Hedge Master Fund Ltd., Saba Capital R Fund, Ltd., Saba Capital CEF Opportunities 1, Ltd., Saba Capital CEF Opportunities 3, Ltd.
and Saba Capital Special Opportunities Fund, Ltd. (collectively, the “Saba Entities,” together with Saba Capital, “Saba,”
“we,” “us,” or “our”) are significant shareholders and beneficially own in the aggregate approximately
21% of the outstanding Common Shares, par value $0.01 per share (the “Common Shares”), of Eaton Vance Senior Income
Trust (“EVF”), a Massachusetts business trust and a closed-end management investment company registered under the Investment
Company Act of 1940, as amended. We are writing to you in connection with the election of our three (3) Class I nominees to the
board of trustees of EVF (the “Board”) at the annual meeting of shareholders scheduled to be held at 1:00 p.m. Eastern
time, on November 12, 2020 at the principal office of the Fund, Two International Place, Boston, Massachusetts 02110, including
any adjournments or postponements thereof and any meeting which may be called in lieu thereof (the “Annual Meeting”).
We are therefore
furnishing this proxy statement and the enclosed GOLD proxy card to seek your support at the Annual Meeting with respect
to the following (the “Proposal”):
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1.
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To elect Saba’s slate of three trustee nominees, Stephen G. Flanagan, Frederic Gabriel and
Christopher A. Klepps (the “Nominees”), to serve as Class I trustees on the Board until EVF’s 2023 annual meeting
of shareholders and until their respective successors are duly elected and qualified, in opposition to EVF’s trustee nominees;
and
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2.
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To transact any other business that may properly come before the Annual Meeting.
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If you have already
sent a proxy card furnished by EVF’s management to EVF, you have every right to change your vote by signing, dating and returning
the enclosed GOLD proxy card or by following the instructions for telephone or Internet voting detailed thereon. Only your latest
dated proxy card counts!
Please refer to
the Section below, Information Concerning the Annual Meeting (which is incorporated herein by reference), and EVF’s
proxy materials for additional information concerning the Annual Meeting, including voting and proxy procedures, votes required
for approval of the proposal and the solicitation of proxies.
If you have any
questions or require any assistance with voting your shares, please contact our proxy solicitor, InvestorCom, toll free at (877)
972-0090 or collect at (203) 972-9300. This proxy statement (including the Appendices hereto, the “Proxy Statement”)
and the enclosed GOLD proxy card are first being furnished to shareholders on or about September 18, 2020.
This Proxy Statement and all other
solicitation materials in connection with this proxy solicitation will be available on the Internet, free of charge, at the SEC’s
website https://www.edgar.sec.gov. The Edgar file number for EVF is 811-09013.
______________________
IMPORTANT
YOUR VOTE IS IMPORTANT,
NO MATTER HOW MANY OR HOW FEW SHARES YOU OWN.
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If your shares are registered in your own name, you may vote such shares by signing, dating and
mailing the enclosed GOLD proxy card in the enclosed return envelope to Saba, c/o InvestorCom, Inc., in the enclosed postage-paid
envelope today.
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If your shares are held for you by a brokerage firm, bank, bank nominee or other institution on
the record date, only they can vote such shares and only upon receipt of your specific instructions. Accordingly, please instruct
your broker or bank to vote the GOLD proxy card on your behalf by following the instructions for Internet voting detailed
on the enclosed GOLD proxy card, by calling the toll-free number contained therein, or by signing, dating and mailing the
enclosed GOLD proxy card in the enclosed return envelope.
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______________________
REASONS FOR OUR SOLICITATION
As one of the largest
shareholders of Eaton Vance Senior Income Trust, Saba Capital has nominated a slate of three highly-qualified and independent
Nominees (the Proposal).
We urge you to support our Proposal by voting
the GOLD proxy card today, which we believe will help hold EVF accountable to drive value for shareholders.
______________________
PROPOSAL NO. 1
ELECTION OF TRUSTEES
The Board is currently
composed of eleven (11) trustees, three (3) of whom we anticipate are up for election at the Annual Meeting by holders of Common
Shares and Auction Preferred Shares, $0.01 par value per share, liquidation preference $25,000 per share (“APS”) of
the Fund, voting together as a single class, as Class I trustees for a term expiring at the annual meeting of shareholders to
be held in 2023 (the “2023 Annual Meeting”) and until their successors have been duly elected and qualified. We are
seeking your support at the Annual Meeting to elect our three (3) Nominees in opposition to EVF’s Class I trustee nominees,
to serve a three-year term expiring at the 2023 Annual Meeting. Our Nominees, if elected, will constitute a minority of the Board.
OUR NOMINEES
The following information
sets forth the name, age, business address, present principal occupation, and employment and material occupations, positions, or
offices for the past five (5) years of each of our Nominees. The nominations were made in a timely manner and in compliance with
the applicable provisions of EVF’s governing instruments. The specific experience, qualifications, attributes and skills
that led us to conclude that our Nominees should serve as trustees of EVF are set forth below.
Name:
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Age:
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Business Address:
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Present principal occupation, and employment and material occupations, positions, or offices for the
past five (5) years:
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Stephen G. Flanagan*
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c/o Olshan Frome Wolosky LLP, 1325 Avenue of the Americas, New York, NY 10019, Attn: Adam Finerman
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Stephen G. Flanagan has served as the President and Chief Executive
Officer of Marketing:Wise LLC, a marketing and consulting firm, since June, 2019. From January 2015 to May 2019, Mr. Flanagan served
as President & COO of Shadowman Sports, a sports equipment company. Mr. Flanagan also served as an Operating Partner at Alchemy
Global Holdings, LLC, a venture capital firm, from June 2014 until January 2016. Prior to this role, Mr. Flanagan had over 20 years
of senior management experience leading marketing, new media, Internet and entertainment companies from start-up stage to IPO’s
and beyond. Mr. Flanagan previously served as the President and Chief Executive Officer of The Quidnet Group, a sports marketing
consulting firm, where he worked from August 2003 to December 2014, and assisted clients with strategy and development in the areas
of sports, entertainment and lifestyle marketing on a global basis. From October 2001 through July 2003, Mr. Flanagan served as
vice president at Clear Channel Entertainment, a mass media company specializing in radio broadcasting and digital media. Before
that, starting in September 1999, Mr. Flanagan held positions as senior director and senior vice President at CMGI, a conglomerate
holding company in the music and entertainment industries. Mr. Flanagan has also held executive positions with CBS Sportsline,
CardMember Publishing and ActMedia. He has also served as a board member and vice chairman of The Streaming Media Alliance, the
advisory board to Adforce/CMGI, the Internet Advertising Bureau Research Council and various committees for the Advertising Research
Foundation. Mr. Flanagan received a B.A. in English from Syracuse University. Mr. Flanagan’s qualifications to serve as a
trustee include his leadership experience at the helm of a major client services company.
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Frederic Gabriel*
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c/o Olshan Frome Wolosky LLP, 1325 Avenue of the Americas, New York, NY 10019, Attn: Adam Finerman
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Frederic Gabriel has served as the founder
and Chief Executive Officer of Orion Realty NYC, where he focuses on real estate investment opportunities in the United States,
specifically in the New York tri-state area, since 2014. Prior to Orion, Mr. Gabriel spent more than 15 successful years
in investment banking, working at some of the highest ranked and most competitive banks at the time, including Lehman Brothers,
Merrill Lynch, Credit Suisse and most recently JP Morgan, where he served from 2007 until 2014. Mr. Gabriel has traded across
the three major financial cities: London, Hong Kong and New York. Mr. Gabriel also previously served 13 months in the French
Air Force as a Reserve Officer.
Mr. Gabriel holds a degree in engineering from
ENSAM/Paris Tech (Arts et Métiers), graduating in 1997, and a MS in International Finance from HEC in Paris, graduating
in 1999. Mr. Gabriel’s qualifications to serve as a director include his extensive financial experience, his entrepreneurial
expertise having founded a real estate investment fund, and his leadership experience having served in leadership roles at leading
financial institutions.
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Christopher A. Klepps*
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c/o Olshan Frome Wolosky LLP, 1325 Avenue of the Americas, New York, NY 10019, Attn: Adam Finerman
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Christopher A. Klepps currently serves as the Senior Counsel at
the Hartford Fire Insurance Company in the coverage unit managing coverage litigation and providing legal advice relating to personal
and advertising injury, financial products, life science, bodily injury and property damage claims, since September 2019.
Prior to this role, Mr. Klepps served as an Associate at Updike, Kelly & Spellacy, P.C., a law firm, from September 2013 until
September 2019, where he handled complex civil litigation cases and was named “Super Lawyers Rising Star” from 2015
to 2018. While at Updike, Mr. Klepps routinely represented lawyers, accountants, architects and engineers in professional
malpractice cases in state and federal courts, arbitrations and mediations. Mr. Klepps also represented insurers in complex matters
involving insurance coverage and recovery. He has obtained favorable judgments and resolutions both at trial and through alternate
dispute resolution. Mr. Klepps also represented individuals and companies in administrative appeals. Additionally, Mr. Klepps regularly
handled appeals before Connecticut’s appellate courts. His appeals have involved constitutional issues, evidentiary issues,
wrongful termination and land use cases. Mr. Klepps previously served as a Law Clark to his Honor Dennis G. Eveleigh of the Connecticut
Supreme Court from May 2012 to July 2013. Mr. Klepps is a member of the Connecticut Bar Association Young Lawyers Section,
where he served on the Executive Committee and as the Co-Chair of Appellate Practice from 2016 to 2018 and as the Director of Continuing
Legal Education from 2018 to 2019. While attending law school, Mr. Klepps was a Note & Casenote Editor of the Quinnipiac Law
Review, in which he also published an article on the right to counsel for mentally incompetent non-citizens in deportation hearings.
During law school, Mr. Klepps also had the opportunity to intern for the Honorable Janet C. Hall of the United States District
Court, District of Connecticut. Mr. Klepps also served as a research assistant for Professor Alexander Meiklejohn Mr. Klepps received
a B.A. in English, Magna Cum Laude, from Siena College in 2008, and a J.D., Summa Cum Laude, from Quinnipiac University School
of Law in 2012. Mr. Klepps’ qualifications to serve as a trustee of the Fund include his experience handling complex claims
involving professional malpractice, first-party insurance defense, construction law and appellate law, managing coverage litigation
and providing legal advice relating to personal and advertising injury, financial products and life science claims, which relate
to the Board’s role of providing general oversight responsibility with respect to the business and affairs of the Fund, as
well as the Board’s review of the Fund’s investment policies and risks in connection with its review of Fund performance.
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*Saba believes
that each Nominee presently is, and if elected as a trustee of EVF, will be, an “independent director” within the
meaning of (i) applicable New York Stock Exchange listing standards applicable to board composition, including Rule 303A.02, and
(ii) Section 301 of the Sarbanes-Oxley Act of 2002, as amended. Notwithstanding the foregoing, no trustee of a NYSE listed company
qualifies as “independent” under the NYSE listing standards unless the board of trustees affirmatively determines
that such trustee is independent under such standards. Accordingly, if the Nominees are elected, the determination of the Nominees’
independence under the NYSE listing standards ultimately rests with the judgment and discretion of the Board. No Nominee is a
member of EVF’s compensation, nominating or audit committees that is not independent under any such committee’s applicable
independence standards. None of the Nominees currently hold other directorships.
Your vote to elect
the Nominees will have the legal effect of replacing three incumbent trustees of EVF with our Nominees. The election of the Nominees
requires the affirmative vote of a majority of the Fund’s shares outstanding and entitled to vote with respect to such nominee
in order to be elected.
In the event that
our Nominees are not elected to the Board at the Annual Meeting, Saba intends to consider all available options in the future with
respect to EVF, including, without limitation, nominating trustee candidates or submitting shareholder proposals.
For additional information
concerning our Nominees, see Appendix A – Information Concerning the Nominees and Participants (which is incorporated
herein by reference).
WE URGE YOU TO VOTE FOR THE ELECTION
OF OUR NOMINEES ON THE ENCLOSED GOLD PROXY CARD.
______________________
INFORMATION CONCERNING
THE ANNUAL MEETING
VOTING AND PROXY PROCEDURES
EVF has set the
close of business on September 1, 2020 as the record date for determining shareholders entitled to notice of and to vote at the
Annual Meeting (the “Record Date”). Shareholders of record at the close of business on the Record Date will be entitled
to vote at the Annual Meeting. According to EVF, as of the Record Date, there were 37,866,607 Common Shares outstanding, and 1,504
APS outstanding.
Shareholders, including
those who expect to attend the Annual Meeting, are urged to vote their shares today by following the instructions for Internet
voting detailed on the enclosed GOLD proxy card, by calling the toll-free number contained therein, or by signing, dating
and mailing the enclosed GOLD proxy card in the enclosed return envelope to Saba Capital Management, L.P., c/o InvestorCom,
Inc., in the enclosed postage-paid envelope.
Authorized proxies
will be voted at the Annual Meeting as marked and, in the absence of specific instructions, will be voted FOR the election
of Saba’s Nominees, and in the discretion of the persons named as proxies on all other matters as may properly come before
the Annual Meeting.
QUORUM
A quorum of shareholders
is required to take action at the Annual Meeting. A quorum requires the presence, in person or by proxy, of a majority of the
outstanding shares of EVF entitled to vote. Votes cast by proxy or in person at the Annual Meeting will be tabulated by the inspectors
of election appointed for the Annual Meeting. The inspectors of election will determine whether or not a quorum is present at
the Annual Meeting. The independent inspector of election will treat all shares that are voted, votes to withhold (sometimes referred
to as abstentions) and shares represented by “broker non-votes”, if any, as present for purposes of establishing a
quorum. However, broker non-votes and votes to withhold (sometimes referred to as abstentions) have no effect on the outcome of
the trustee election, except, in the case of a contested election, they will reduce the likelihood of any nominee receiving the
affirmative vote of a majority of eligible shares outstanding. Any adjournment of the Annual Meeting to permit further solicitation
of proxies will require the affirmative vote of the holders of a majority of the shares present or by proxy at the session of
the Annual Meeting to be adjourned.
If your shares are
owned directly in your name with EVF’s transfer agent, you are considered a registered holder of those shares. If you are
the beneficial owner of shares held by a broker or other custodian, you hold those shares in “street name” and are
not a registered shareholder.
VOTES REQUIRED FOR APPROVAL
Election of
Trustees – Pursuant to the Fund’s Amended and Restated By-Laws (the “By-Laws”), with respect to any
election of trustees other than a contested election, a nominee must receive the affirmative vote of a plurality of votes cast
at any meeting at which a quorum is present to be elected. A plurality means that the trustee nominee receiving the greatest number
of votes will be elected. With respect to a contested election, a nominee must receive the affirmative vote of a majority of the
Fund’s shares outstanding and entitled to vote with respect to such nominee in order to be elected. The By-Laws define a
“contested election” as any election of trustees in which the number of persons validly nominated for election as
trustees with respect to a given class or classes of Fund shares exceeds the number of trustees to be elected with respect to
such class or classes. Because Saba has nominated the Nominees to be elected by the holders of the Common Shares and APS (voting
together) at the upcoming Annual Meeting, the election of trustees is a contested election and, as such, each of the Nominees
must receive the affirmative vote of a majority of the Fund’s shares outstanding and entitled to vote with respect to such
Nominee to be elected at the Annual Meeting.
The information
set forth above regarding the vote required to elect trustees is based on information contained in EVF’s proxy statement
for the Annual Meeting. The incorporation of this information in this Proxy Statement should not be construed as an admission
by us that such process and procedures are legal, valid or binding.
Saba disputes the
validity of the majority voting standard that EVF contends would apply in a contested election of trustees at the Annual Meeting.
Saba believes that EVF’s amendments to the By-Laws to adopt the purported majority voting standard are unlawful, and that
these amendments were not lawfully adopted by the Board. Saba has filed counterclaims in Massachusetts court challenging its legality.
On August 27, 2020,
Saba Capital Master Fund, Ltd. filed a counterclaim in the Massachusetts Superior Court against EVF, Eaton
Vance Senior Floating-Rate Trust, Eaton Vance Floating-Rate Income Trust, Eaton Vance Limited Duration Income Fund (collectively,
the “Trusts”), Eaton Vance Management (“the Adviser”), and trustees Thomas E. Faust, Jr., Mark R. Fetting,
Cynthia E. Frost, George J. Gorman, Valerie A. Mosley, William H. Park, Helen Frame Peters, Keith Quinton, Marcus L. Smith, Susan
J. Sutherland, and Scott E. Wennerholm in their capacity as trustees (collectively, the “Trustees”) seeking, among
other things, declaratory relief on the basis that the Trustees adopted unlawful amendments to the By-Laws, including an amendment
purportedly changing the threshold for replacing trustees from a plurality of shares actually voted to a majority of all outstanding
shares in contested elections, and publicly filed the amended By-Laws with the SEC only after Saba provided notice to EVF that
it intended to nominate a slate of three individuals for election to the Board at the Annual Meeting.
BROKER NON-VOTES
Broker-dealer firms
holding shares of EVF in “street name” for the benefit of their customers and clients will request the instructions
of such customers and clients on how to vote their shares on the proposals before the Annual Meeting. Under the rules of the New
York Stock Exchange (“NYSE”), if you do not give specific voting instructions to your broker, generally your broker
will have discretion to vote your shares on routine matters but will not have discretion to vote your shares on non-routine matters.
When the broker exercises its discretion to vote on routine matters in the absence of voting instructions from you, a “broker
non-vote” occurs with respect to the non-routine matters since the broker will not have discretion to vote on such non-routine
matters. Given the contested nature of the Proposal, your broker may not vote your shares on such Proposal at the Annual Meeting.
Additional information regarding when a “broker non-vote” occurs with respect to non-routine matters may be found
in EVF’s proxy statement. We urge you to instruct your broker or other nominee to vote your shares for the GOLD proxy card
so that your votes may be counted.
Broker-dealers who
are not members of the NYSE may be subject to other rules, which may or may not permit them to vote your shares without instruction.
We urge you to provide instructions to your broker or nominee to vote your shares for the GOLD proxy card so that your votes may
be counted. For purposes of determining the approval of the Proposal to elect trustees of EVF, broker non-votes will have no effect.
DISCRETIONARY VOTING
Shares held in
“street name” and held of record by banks, brokers or nominees may not be voted by such banks, brokers or nominees
unless the beneficial owners of such shares provide them with instructions on how to vote. In the event that there are no routine
matters to be voted on, there will be no broker non-votes and shares held in street name for which voting instructions have not
been received will be treated identically to shares held by a record holder who does not appear at the meeting in person or by
proxy, i.e., the holder of those shares is not present for purposes of a quorum. A decision to withhold (sometimes referred to
as abstentions) your vote (or a direction to your broker-dealer to do so) will be counted towards quorum but will have no effect
on the outcome of the trustee election, except, in the case of a contested election, it will reduce the likelihood of any nominee
receiving the affirmative vote of a majority of eligible shares outstanding.
REVOCATION OF PROXIES
Shareholders of
EVF may revoke their proxies at any time prior to exercise by attending the Annual Meeting and voting in person (although attendance
at the Annual Meeting will not in and of itself constitute revocation of a proxy), by delivering a later-dated proxy by Internet,
by telephone or by mail, or by delivering a written notice of revocation. The delivery of a later-dated proxy which is properly
completed will constitute a revocation of any earlier proxy. The revocation may be delivered either to Saba in care of InvestorCom,
Inc. (“InvestorCom”) at the address set forth on the back cover of the Proxy Statement or to EVF’s Secretary
c/o Eaton Vance Senior Income Trust, Two International Place, Boston, Massachusetts 02110, or to any other address provided by
EVF. Although a revocation is effective if delivered to EVF, Saba requests that either the original or photostatic copies of all
revocations be mailed to Saba Capital Management, L.P., c/o InvestorCom, 19 Old Kings Highway S., Suite 210, Darien, CT 06820,
so that Saba will be aware of all revocations and can more accurately determine if and when proxies have been received from the
holders of record on the record date of a majority of the outstanding shares. If you hold your shares in street name, please check
your voting instruction card or contact your bank, broker or nominee for instructions on how to change or revoke your vote. Additionally,
InvestorCom may use this information to contact shareholders who have revoked their proxies in order to solicit later-dated proxies
for the election of the Nominees as described herein.
SOLICITATION OF PROXIES
The solicitation
of proxies pursuant to the Proxy Statement is being made by Saba. Proxies may be solicited by mail, facsimile, telephone, Internet,
in person and by advertisements.
Saba has entered
into an agreement with InvestorCom for solicitation and advisory services in connection with this solicitation, for which InvestorCom
will receive a fee not to exceed $25,000, together with reimbursement for its reasonable out-of-pocket expenses, and will be indemnified
against certain liabilities and expenses, including certain liabilities under the federal securities laws. InvestorCom will solicit
proxies from individuals, brokers, banks, bank nominees and other institutional holders. Saba has requested banks, brokerage houses
and other custodians, nominees and fiduciaries to forward all solicitation materials to the beneficial owners of the shares they
hold of record. It is anticipated that InvestorCom will employ up to 25 persons to solicit EVF’s shareholders for the Annual
Meeting.
The entire expense
of soliciting proxies is being borne by Saba. Because Saba believes that EVF’s shareholders will benefit from this solicitation,
Saba intends to seek reimbursement from EVF, to the fullest extent permitted by law, of all expenses it incurs in connection with
this solicitation. Saba does not intend to submit the question of such reimbursement to a vote of security holders of EVF unless
otherwise required by law. Costs of this solicitation of proxies are currently estimated to be approximately $100,000. We estimate
that through the date hereof, its expenses in connection with this solicitation are approximately $50,000.
SHAREHOLDER PROPOSALS
According to EVF’s
proxy statement for the Annual Meeting, to be considered for presentation at EVF’s 2021 Annual Meeting of Shareholders,
a shareholder proposal submitted pursuant to Rule 14a-8 under the Securities Exchange Act of 1934 must be received at the Fund’s
principal office c/o the Secretary of the Fund on or before May 28, 2021. Written notice of a shareholder proposal submitted outside
of the processes of Rule 14a-8 must be delivered to the Fund’s principal office c/o the Secretary of the Fund no later than
the close of business on August 13, 2021 and no earlier than July 15, 2021. In order to be included in the Fund’s proxy
statement and form of proxy, a shareholder proposal must comply with all applicable legal requirements. Timely submission of a
proposal does not guarantee that such proposal will be included.
The information
set forth above regarding the procedures for submitting shareholder nominations and proposals for consideration at the 2021 Annual
Meeting is based on information contained in EVF’s proxy statement for the Annual Meeting. The incorporation of this information
in the Proxy Statement should not be construed as an admission by us that such procedures are legal, valid or binding.
______________________
OTHER MATTERS AND ADDITIONAL INFORMATION
Saba is unaware
of any other matters to be considered at the Annual Meeting. However, should other matters, which Saba is not aware of a reasonable
time before this solicitation, be brought before the Annual Meeting, the persons named as proxies on the enclosed GOLD
proxy card will vote on such matters in their discretion.
We are asking you
to vote FOR the election of our Nominees. The enclosed GOLD proxy card may only be voted for our Nominees and does not confer
voting power with respect to EVF’s nominees.
Saba has omitted
from this proxy statement certain disclosure required by applicable law that is already included in EVF’s proxy statement.
This disclosure includes, among other things, biographical information on EVF’s trustees and executive officers, the dollar
range of shares owned by trustees of EVF and information on committees of the Board. Shareholders should refer to EVF’s proxy
statement in order to review this disclosure.
According to EVF’s
proxy statement, EVF’s investment adviser and administrator is Eaton Vance Management (the “Adviser”), located
at Two International Place, Boston, Massachusetts 02110. The Adviser is a subsidiary of Eaton Vance Corp., an investment management
firm.
The information
concerning EVF contained in this Proxy Statement and the appendices attached hereto has been taken from, or is based upon, publicly
available information.
SABA CAPITAL MANAGEMENT, L.P.
SABA CAPITAL MASTER FUND, LTD.
SABA II AIV, L.P.
SABA CAPITAL MASTER FUND III, L.P.
SABA CAPITAL CARRY NEUTRAL TAIL HEDGE MASTER FUND LTD.
SABA CAPITAL R FUND, LTD.
SABA CAPITAL CEF OPPORTUNITIES 1, LTD.
SABA CAPITAL CEF OPPORTUNITIES 3, LTD.
SABA CAPITAL SPECIAL OPPORTUNITIES FUND, LTD.
BOAZ R. WEINSTEIN
STEPHEN G. FLANAGAN
FREDERIC GABRIEL
CHRISTOPHER A. KLEPPS
September 18, 2020
THIS SOLICITATION IS BEING MADE BY
SABA AND NOT ON BEHALF OF THE BOARD OF TRUSTEES OR MANAGEMENT OF EVF. SABA IS NOT AWARE OF ANY OTHER MATTERS TO BE BROUGHT BEFORE
THE ANNUAL MEETING. SHOULD OTHER MATTERS, WHICH SABA IS NOT AWARE OF WITHIN A REASONABLE TIME BEFORE THIS SOLICITATION, BE BROUGHT
BEFORE THE ANNUAL MEETING, THE PERSONS NAMED AS PROXIES IN THE ENCLOSED GOLD PROXY CARD WILL VOTE ON SUCH MATTERS IN THEIR
DISCRETION. SABA URGES YOU TO VOTE IN FAVOR OF THE ELECTION OF SABA’S NOMINEES, EITHER BY TELEPHONE OR BY INTERNET AS DESCRIBED
IN THE ENCLOSED GOLD PROXY CARD OR BY SIGNING, DATING AND RETURNING THE ENCLOSED GOLD PROXY CARD TODAY.
______________________
APPENDIX A
INFORMATION CONCERNING THE NOMINEES AND PARTICIPANTS
Saba has nominated three
(3) highly-qualified individuals for election as trustees at the Annual Meeting: Stephen G. Flanagan, Frederic Gabriel and Christopher
A. Klepps.
This proxy solicitation
is being made by (i) Saba Capital Management, L.P. (“Saba Capital”); (ii) Saba Capital Master Fund, Ltd. (“SCMF”);
(iii) Saba II AIV, L.P., (“AIV”); (iv) Saba Capital Master Fund III, L.P. (“SCMF3”); (v) Saba Capital Carry
Neutral Tail Hedge Master Fund Ltd. (“CNTH”); (vi) Saba Capital R Fund, Ltd. (“R Fund”); (vii) Saba Capital
CEF Opportunities 1, Ltd. (“CEF 1”); (viii) Saba Capital CEF Opportunities 3, Ltd. (“CEF 3”); (ix) Saba
Capital Special Opportunities Fund, Ltd. (“SSOF”); (x) certain separately managed accounts managed by Saba Capital
(together with SCMF, AIV, SCMF3, CNTH, R Fund, CEF 1, CEF 3 and SSOF, the “Saba Entities”); (xi) Boaz R. Weinstein,
principal of Saba Capital (“Mr. Weinstein,” and together with Saba Capital and the Saba Entities, “Saba”);
and (xii) the Nominees. The entities and individuals listed in this paragraph may each be deemed a “Participant” and,
collectively, the “Participants.”
As of the close of business
on September 18, 2020, the Participants may be deemed to “beneficially own” (within the meaning of Rule 13d-3 or Rule
16a-1 under the Exchange Act for the purposes of this Appendix A), in the aggregate, 7,864,642 Common Shares, par value $0.01 per
share, of EVF (the “Common Shares”), representing approximately 21% of EVF’s outstanding Common Shares. The percentages
used herein are based upon 37,866,607 Common Shares outstanding as of the Record Date for the Annual Meeting, September 1, 2020.
Saba Capital may be deemed to beneficially own 7,864,642 Common Shares.
As of the date of this
Proxy Statement, none of the Nominees beneficially own any Common Shares, nor do any of the Nominees beneficially own any other
securities of EVF and have not engaged in any transactions in securities of EVF during the past two (2) years. None of the Nominees
nor any of their Immediate Family Members owns beneficially or of record any class of securities in (i) EVF’s investment
adviser, principal underwriter or Sponsoring Insurance Company; or (ii) any person (other than a registered investment company)
directly or indirectly controlling, controlled by, or under common control with EVF’s investment adviser, principal underwriter,
or Sponsoring Insurance Company. Each of our Nominees specifically disclaims beneficial ownership of the securities that he does
not directly own. For information regarding purchases and sales of securities of EVF during the past two (2) years by certain members
of Saba, see Appendix B – Transactions in Securities of EVF During the Past Two Years (which is incorporated herein
by reference).
Since the beginning
of EVF’s last two completed fiscal years, no officer of an investment adviser, principal underwriter, or Sponsoring Insurance
Company of EVF, or of a person directly or indirectly controlling, controlled by, or under common control thereby, serves, or
has served, on the board of directors of a company of which any of the Nominees is an officer.
None of the Nominees
nor any of their Immediate Family Members (as such term is defined in the Investment Company Act) has or has had any direct or
indirect interest, the value of which exceeded or is to exceed $120,000, during the past five years, in (i) EVF’s investment
adviser, principal underwriter or Sponsoring Insurance Company; or (ii) any person (other than a registered investment company)
directly or indirectly controlling, controlled by, or under common control with EVF’s investment adviser, principal underwriter,
or Sponsoring Insurance Company. In addition, none of the Nominees or any of their Immediate Family Members has, or has had since
the beginning of EVF’s last two completed fiscal years, or has currently proposed, any direct or indirect relationship, in
which the amount involved exceeds $120,000, with any of the persons specified in paragraphs (b)(8)(i) through (b)(8)(viii) of Item
22 of Schedule 14A.
Saba believes that each
Nominee presently is, and if elected as a trustee of EVF, will be, an “independent director” within the meaning of
(i) applicable New York Stock Exchange listing standards applicable to board composition, including Rule 303A.02, and (ii) Section
301 of the Sarbanes-Oxley Act of 2002, as amended. Notwithstanding the foregoing, no trustee of a NYSE listed company qualifies
as “independent” under the NYSE listing standards unless the board of trustees affirmatively determines that such trustee
is independent under such standards. Accordingly, if the Nominees are elected, the determination of the Nominees’ independence
under the NYSE listing standards ultimately rests with the judgment and discretion of the Board. No Nominee is a member of EVF’s
compensation, nominating or audit committees that is not independent under any such committee’s applicable independence standards.
Each of the Nominees has
entered into a nominee agreement pursuant to which Saba has agreed to pay the costs of soliciting proxies in connection with the
Annual Meeting and to defend and indemnify such Nominees against, and with respect to, any losses that may be incurred by them
in connection with their nomination as candidates for election to the Board and the solicitation of proxies in support of their
election. Each of the nominee agreements provide customary confidentiality obligations and other restrictions, on the part of the
Nominees, including that such Nominees will not transact in securities of EVF without the prior consent of Saba Capital. Pursuant
to the nominee agreements and in connection with their nominations, the Nominees may receive a nominal advancement not to exceed
$2,500, the purposes of which is to cover the reimbursement of fees in connection with each such Nominee’s nomination, subject
to termination for cause. The Nominees will not receive any compensation from Saba for their services as trustees of EVF if elected
for any other reason. If elected, the Nominees will be entitled to such compensation from EVF as is consistent with EVF’s
practices for services of trustees who are not “interested persons” of EVF.
The Participants entered
into a Joint Filing and Solicitation Agreement (the “Joint Filing and Solicitation Agreement”) in which, among other
things, (i) the Participants agree to the joint filing on behalf of each of them of statements on Schedule 13D, and any amendments
thereto, with respect to the Common Shares, (ii) the Participants agree to solicit proxies or written consents in favor of the
election of the Nominees to the Board at the Annual Meeting, (iii) each of the Nominees agree to provide Saba advance notice prior
to effecting any purchase, sale, acquisition or disposal of any securities of the Fund of which he has, or would have, direct or
indirect beneficial ownership, (iv) each of the Nominees agree that he shall not undertake or effect any purchase, sale, acquisition
or disposal of any securities of the Fund without the prior consent of Saba, and (v) Saba agrees to pay directly all pre-approved
expenses in connection with the solicitation.
Other than as stated
herein, there are no arrangements or understandings among members of Saba and any of the Nominees or any other person or persons
pursuant to which the nomination of our Nominees described herein is to be made, other than the consent by each Nominee to be
named in this Proxy Statement and to serve as a trustee of EVF, if elected as such at the Annual Meeting. None of our Nominees
is a party adverse to EVF, or any of its subsidiaries, or has a material interest adverse to EVF, or any of its subsidiaries,
in any material pending legal proceeding.
We do not expect
that any of our Nominees will be unable to stand for election, but, in the event that any Nominee is unable to serve or, for good
cause, will not serve, the shares represented by the enclosed GOLD proxy card will be voted for substitute nominee(s), to
the extent this is not prohibited under the Bylaws and applicable law. In addition, we reserve the right to nominate substitute
person(s) if EVF makes or announces any changes to the Bylaws or takes or announces any other action that has, or if consummated
would have, the effect of disqualifying any Nominee, to the extent this is not prohibited under the Bylaws and applicable law.
In any such case, the shares represented by the enclosed GOLD proxy card will be voted for such substitute nominee(s). We
reserve the right to nominate additional person(s), to the extent this is not prohibited under the Bylaws and applicable law, if
EVF increases the size of the Board above its existing size or increases the number of trustees whose terms expire at the Annual
Meeting. Additional nominations made pursuant to the preceding sentence are without prejudice to the position of Saba that any
attempt to increase the size of the current Board or to change the classifications of the Board would constitute an unlawful manipulation
of EVF’s corporate machinery.
The principal business
of Mr. Weinstein is investment management and serving as the Managing Member of Saba Capital Management GP, LLC, a Delaware limited
liability company by virtue of its status as the general partner to Saba Capital. The principal business of Saba Capital is to
serve as investment manager to various funds that directly hold the Common Shares reported in the aggregate herein. The principal
business of the Saba Entities is to invest in securities. Information on the principal occupation of each of the Nominees is set
forth in Proposal 1: Election Of Trustees.
The principal business
address of each of Mr. Weinstein and Saba Capital is 405 Lexington Avenue, 58th Floor, New York, New York 10174. The principal
business address of each of Messrs. Flanagan, Gabriel and Klepps is c/o Olshan Frome Wolosky LLP, 1325 Avenue of the Americas,
New York, NY 10019, Attn: Adam Finerman.
Each of the Nominees is
a citizen of the United States of America.
The relevant information
provided above has been furnished to Saba by the Nominees.
Unless otherwise noted
as shares held in record name by the Saba Entities, the Common Shares held by the Saba Entities are held in commingled margin accounts,
which may extend margin credit to such parties from time to time, subject to applicable federal margin regulations, stock exchange
rules and credit policies. In such instances, the positions held in the margin account are pledged as collateral security for the
repayment of debit balances in the account. The margin accounts bear interest at a rate based upon the broker’s call rate
from time to time in effect. Because other securities are held in the margin accounts, it is not possible to determine the amounts,
if any, of margin used to purchase the Common Shares reported herein since margin may have been attributed to such other securities
and since margin used is not disclosed on an individual per-security basis.
Except as set forth in
this Proxy Statement (including the Appendices hereto), (i) during the past 10 years, no Participant in this solicitation has
been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); (ii) no Participant and no associate
or “Immediate Family Member” (as defined in Item 22 of Schedule 14A under the Exchange Act (“Item 22”))
of any Participant, is a record owner or direct or indirect beneficial owner of any securities of EVF, any parent or subsidiary
of EVF, any investment adviser, principal underwriter, or “Sponsoring Insurance Company” (as defined in Item 22) of
EVF, or in any registered investment companies overseen or to be overseen by the Participant within the same “Family of
Investment Companies” (as defined in Item 22) that directly or indirectly controls, is controlled by or is under common
control with an investment adviser, principal underwriter, or Sponsoring Insurance, or affiliated person of EVF; (iii) no Participant
in this solicitation owns any securities of EVF which are owned of record but not beneficially; (iv) no Participant in this solicitation
has purchased or sold any securities of EVF or EVF’s investment adviser during the past two years, nor from either entity’s
“Parents” or “Subsidiaries” (as defined in Item 22); (v) no Participant has any “family relationship”
for the purposes of Item 22 whereby a family member is an “Officer” (as defined in Item 22 ), director (or person
nominated to become an Officer or director), employee, partner, or copartner of EVF, EVF’s investment adviser and/or a principal
underwriter of any of the foregoing, or any Subsidiary or other potential affiliate of any of the foregoing; (vi) no part of the
purchase price or market value of the securities of EVF owned by any Participant in this solicitation is represented by funds
borrowed or otherwise obtained for the purpose of acquiring or holding such securities; (vii) no Participant in this solicitation
is, or within the past year was, a party to any contract, arrangements or understandings with any person with respect to any securities
of EVF, including, but not limited to, joint ventures, loan or option arrangements, puts or calls, guarantees against loss or
guarantees of profit, division of losses or profits, or the giving or withholding of proxies; (viii) no associate of any Participant
in this solicitation owns beneficially, directly or indirectly, any securities of EVF; (ix) no Participant in this solicitation
owns beneficially, directly or indirectly, any securities of any parent or subsidiary of EVF; (x) during the last five years,
no Nominee has had any arrangement or understanding with any other person pursuant to which he was selected to be a nominee for
election as a trustee to EVF other than the nominee agreements described herein; (xi) no Participant and no Immediate Family Member
of any Participant in this solicitation or any of his or its associates was a party to, or had a direct or indirect material relationship
in, any transaction or series of similar transactions since the beginning of EVF’s last two completed fiscal years, or is
a party to any currently proposed transaction, or series of similar transactions in which the amount involved exceeds $120,000
and for which any of the following was or is a party: EVF or any of its subsidiaries, an Officer of EVF, an investment company,
or a person that would be an investment company but for the exclusions provided by sections 3(c)(1) and 3(c)(7) of the 1940 Act,
having the same investment adviser, principal underwriter, or Sponsoring Insurance Company as EVF or having an investment adviser,
principal underwriter, or Sponsoring Insurance Company that directly or indirectly controls, is controlled by or is under common
control with an investment adviser, principal underwriter, or Sponsoring Insurance Company of EVF (an investment adviser, principal
underwriter, Sponsoring Insurance Company, or affiliated person of EVF, or any Officer or any person directly or indirectly controlling,
controlled by, or under common control with any investment adviser, principal underwriter, Sponsoring Insurance Company, or affiliated
person of EVF; (f) an Officer of an investment adviser, principal underwriter, or Sponsoring Insurance Company of EVF; or (g)
an Officer of a person directly or indirectly controlling, controlled by, or under common control with an investment adviser,
principal underwriter, or Sponsoring Insurance Company of EVF; (xii) during the last five years, no Participant and no Immediate
Family Member of any Participant has had a position or office with: (a) EVF; (b) an investment company, or a person that would
be an investment company but for the exclusions provided by Sections 3(c)(1) and 3(c)(7) of the 1940 Act, having the same investment
adviser, principal underwriter, or Sponsoring Insurance Company as EVF or having an investment adviser, principal underwriter,
or Sponsoring Insurance Company that directly or indirectly controls, is controlled by, or is under common control with an investment
adviser, principal underwriter, or Sponsoring Insurance Company of EVF; (c) an investment adviser, principal underwriter, Sponsoring
Insurance Company, or affiliated person (xiii) no Participant in this solicitation or any of his or its associates has any arrangement
or understanding with any person with respect to any future employment by EVF or its affiliates, or with respect to any future
transactions to which EVF or any of its affiliates will or may be a party; (xiv) no Participant in this solicitation has a substantial
interest, direct or indirect, by securities holdings or otherwise, in any matter to be acted on at the Annual Meeting; (xv) there
are no material pending legal proceedings to which any Nominee or any of his or its associates is a party adverse to EVF or, to
the best of Saba’s knowledge after reasonable investigation, any affiliated person of EVF, nor does any Nominee have a material
interest in such proceedings that is adverse to EVF or, to the best of the Saba’s knowledge after reasonable investigation,
any affiliated person of EVF; (xvi) since the beginning of the last two completed fiscal years, no Participant (and no Immediate
Family Member of a Participant) has served on the board of directors or trustees of a company or trust where an Officer of an
investment adviser, principal underwriter, or Sponsoring Insurance Company of EVF, or any person directly or indirectly controlling,
controlled by, or under common control with any of those, serves on the board of directors or trustees; and (xvii) no Participant
has withheld information that is required to be disclosed under the following Items under Regulation S-K under the Exchange Act:
Item 401(f) with respect to involvement in certain legal proceedings, Item 401(g) with respect to promoters and control persons,
and Item 405 with respect to beneficial ownership and required filings.
______________________
APPENDIX B
TRANSACTIONS IN SECURITIES OF EVF
DURING THE PAST TWO YEARS
Nature of the Transaction
|
Amount of Securities
Purchased/(Sold)
|
Date of
Purchase/Sale
|
Saba
Purchase of Common Shares
|
39,932
|
10/31/18
|
Purchase of Common Shares
|
27,944
|
11/01/18
|
Purchase of Common Shares
|
27,278
|
11/02/18
|
Purchase of Common Shares
|
300
|
11/05/18
|
Purchase of Common Shares
|
17,866
|
11/06/18
|
Purchase of Common Shares
|
23,669
|
11/07/18
|
Purchase of Common Shares
|
20,217
|
11/08/18
|
Purchase of Common Shares
|
17,870
|
11/09/18
|
Purchase of Common Shares
|
100
|
11/12/18
|
Purchase of Common Shares
|
9,056
|
11/14/18
|
Purchase of Common Shares
|
75,779
|
11/19/18
|
Purchase of Common Shares
|
48,986
|
11/20/18
|
Purchase of Common Shares
|
52,953
|
11/21/18
|
Purchase of Common Shares
|
100
|
11/23/18
|
Purchase of Common Shares
|
4,591
|
11/26/18
|
Purchase of Common Shares
|
60,000
|
11/27/18
|
Purchase of Common Shares
|
15,899
|
11/28/18
|
Purchase of Common Shares
|
93,744
|
11/30/18
|
Purchase of Common Shares
|
110,176
|
12/03/18
|
Purchase of Common Shares
|
49,107
|
12/04/18
|
Purchase of Common Shares
|
134,732
|
12/06/18
|
Purchase of Common Shares
|
77,116
|
12/11/18
|
Purchase of Common Shares
|
20,000
|
12/12/18
|
Purchase of Common Shares
|
149,869
|
12/14/18
|
Purchase of Common Shares
|
50,000
|
12/17/18
|
Purchase of Common Shares
|
10,000
|
12/18/18
|
Purchase of Common Shares
|
19,161
|
12/20/18
|
Purchase of Common Shares
|
2,390
|
12/24/18
|
Purchase of Common Shares
|
24,596
|
12/26/18
|
Purchase of Common Shares
|
76,197
|
12/27/18
|
Purchase of Common Shares
|
1,300
|
01/04/19
|
Purchase of Common Shares
|
20,000
|
01/07/19
|
Purchase of Common Shares
|
4,944
|
01/08/19
|
Purchase of Common Shares
|
19,269
|
01/10/19
|
Purchase of Common Shares
|
6,224
|
01/14/19
|
Purchase of Common Shares
|
6,417
|
01/17/19
|
Purchase of Common Shares
|
20,426
|
01/24/19
|
Purchase of Common Shares
|
25,529
|
01/25/19
|
Purchase of Common Shares
|
14,678
|
02/13/19
|
Purchase of Common Shares
|
116,221
|
02/14/19
|
Purchase of Common Shares
|
7,400
|
02/15/19
|
Purchase of Common Shares
|
6,534
|
02/19/19
|
Purchase of Common Shares
|
848
|
02/20/19
|
Purchase of Common Shares
|
23,310
|
02/21/19
|
Purchase of Common Shares
|
526
|
02/22/19
|
Purchase of Common Shares
|
11,700
|
03/18/19
|
Purchase of Common Shares
|
46,209
|
03/19/19
|
Purchase of Common Shares
|
40,331
|
03/20/19
|
Purchase of Common Shares
|
9,032
|
03/29/19
|
Purchase of Common Shares
|
7,145
|
04/01/19
|
Purchase of Common Shares
|
344,834
|
04/02/19
|
Purchase of Common Shares
|
7,019
|
04/03/19
|
Purchase of Common Shares
|
38,302
|
04/04/19
|
Purchase of Common Shares
|
91,631
|
04/05/19
|
Purchase of Common Shares
|
34,446
|
04/08/19
|
Purchase of Common Shares
|
67,650
|
04/10/19
|
Purchase of Common Shares
|
50,463
|
04/12/19
|
Purchase of Common Shares
|
17,296
|
04/15/19
|
Purchase of Common Shares
|
8,038
|
04/16/19
|
Purchase of Common Shares
|
15,319
|
04/17/19
|
Purchase of Common Shares
|
52,130
|
04/18/19
|
Purchase of Common Shares
|
74,895
|
04/22/19
|
Purchase of Common Shares
|
63,526
|
04/23/19
|
Purchase of Common Shares
|
11,630
|
04/24/19
|
Purchase of Common Shares
|
51,491
|
04/25/19
|
Purchase of Common Shares
|
44,634
|
04/26/19
|
Purchase of Common Shares
|
2,100
|
04/29/19
|
Purchase of Common Shares
|
6,963
|
05/01/19
|
Purchase of Common Shares
|
131,968
|
05/02/19
|
Purchase of Common Shares
|
41,847
|
06/03/19
|
Purchase of Common Shares
|
19,250
|
06/04/19
|
Purchase of Common Shares
|
56,938
|
06/05/19
|
Purchase of Common Shares
|
48,789
|
06/06/19
|
Purchase of Common Shares
|
37,870
|
06/07/19
|
Purchase of Common Shares
|
6,232
|
06/10/19
|
Purchase of Common Shares
|
25,630
|
06/11/19
|
Purchase of Common Shares
|
15,242
|
06/12/19
|
Purchase of Common Shares
|
1,859
|
06/17/19
|
Purchase of Common Shares
|
30,183
|
06/18/19
|
Purchase of Common Shares
|
3,509
|
06/20/19
|
Sale of Common Shares
|
(76,000)
|
06/27/19
|
Sale of Common Shares
|
(1,600)
|
06/28/19
|
Sale of Common Shares
|
(51,981)
|
07/02/19
|
Sale of Common Shares
|
(3,509)
|
07/11/19
|
Sale of Common Shares
|
(3,509)
|
07/18/19
|
Sale of Common Shares
|
(10,527)
|
07/22/19
|
Sale of Common Shares
|
(17,545)
|
07/24/19
|
Sale of Common Shares
|
(12,235)
|
07/26/19
|
Sale of Common Shares
|
(22,313)
|
07/30/19
|
Sale of Common Shares
|
(15,712)
|
08/19/19
|
Purchase of Common Shares
|
15,758
|
08/29/19
|
Purchase of Common Shares
|
400
|
09/06/19
|
Purchase of Common Shares
|
1,200
|
09/10/19
|
Purchase of Common Shares
|
26,118
|
09/17/19
|
Purchase of Common Shares
|
6,872
|
09/19/19
|
Purchase of Common Shares
|
23,075
|
09/20/19
|
Purchase of Common Shares
|
23,120
|
09/23/19
|
Purchase of Common Shares
|
16,034
|
09/24/19
|
Sale of Common Shares
|
(11,292)
|
09/30/19
|
Sale of Common Shares
|
(52,872)
|
10/07/19
|
Purchase of Common Shares
|
12,295
|
10/11/19
|
Purchase of Common Shares
|
47,798
|
10/14/19
|
Purchase of Common Shares
|
22,566
|
10/15/19
|
Purchase of Common Shares
|
9,119
|
10/16/19
|
Purchase of Common Shares
|
15,444
|
10/17/19
|
Purchase of Common Shares
|
6
|
10/18/19
|
Sale of Common Shares
|
(3,800)
|
10/31/19
|
Sale of Common Shares
|
(32,124)
|
11/06/19
|
Sale of Common Shares
|
(17,946)
|
11/07/19
|
Sale of Common Shares
|
(102,594)
|
11/08/19
|
Sale of Common Shares
|
(9,894)
|
11/11/19
|
Sale of Common Shares
|
(37,872)
|
11/12/19
|
Purchase of Common Shares
|
6
|
11/19/19
|
Sale of Common Shares
|
(3,433)
|
11/20/19
|
Sale of Common Shares
|
(1,146)
|
11/26/19
|
Sale of Common Shares
|
(100)
|
11/27/19
|
Purchase of Common Shares
|
50,000
|
12/16/19
|
Purchase of Common Shares
|
15,875
|
12/17/19
|
Sale of Common Shares
|
(9,346)
|
01/09/20
|
Sale of Common Shares
|
(33,361)
|
01/10/20
|
Sale of Common Shares
|
(55,505)
|
01/15/20
|
Sale of Common Shares
|
(9,551)
|
01/17/20
|
Sale of Common Shares
|
(4,660)
|
01/27/20
|
Sale of Common Shares
|
(2,800)
|
01/28/20
|
Sale of Common Shares
|
(8,751)
|
01/29/20
|
Sale of Common Shares
|
(2,841)
|
01/30/20
|
Sale of Common Shares
|
(3,438)
|
01/31/20
|
Sale of Common Shares
|
(18,163)
|
02/03/20
|
Sale of Common Shares
|
(9,067)
|
02/12/20
|
Sale of Common Shares
|
(4,039)
|
02/13/20
|
Sale of Common Shares
|
(48,324)
|
02/19/20
|
Sale of Common Shares
|
(5,918)
|
02/21/20
|
Sale of Common Shares
|
(16,196)
|
02/24/20
|
Purchase of Common Shares
|
5,126
|
02/26/20
|
Purchase of Common Shares
|
39,579
|
02/27/20
|
Purchase of Common Shares
|
92,911
|
02/28/20
|
Purchase of Common Shares
|
38,506
|
03/02/20
|
Purchase of Common Shares
|
70,436
|
03/03/20
|
Purchase of Common Shares
|
113,164
|
03/04/20
|
Sale of Common Shares
|
(15,942)
|
03/05/20
|
Purchase of Common Shares
|
30,776
|
03/09/20
|
Purchase of Common Shares
|
39,256
|
03/10/20
|
Purchase of Common Shares
|
131,241
|
03/12/20
|
Purchase of Common Shares
|
95,235
|
03/13/20
|
Purchase of Common Shares
|
200,062
|
03/16/20
|
Purchase of Common Shares
|
8,800
|
03/17/20
|
Purchase of Common Shares
|
74,313
|
03/18/20
|
Purchase of Common Shares
|
150,267
|
03/19/20
|
Purchase of Common Shares
|
66,260
|
03/20/20
|
Purchase of Common Shares
|
29,485
|
03/23/20
|
Purchase of Common Shares
|
20,000
|
04/07/20
|
Purchase of Common Shares
|
16,694
|
04/08/20
|
Purchase of Common Shares
|
116,459
|
04/09/20
|
Purchase of Common Shares
|
120,246
|
04/13/20
|
Purchase of Common Shares
|
37,239
|
04/14/20
|
Purchase of Common Shares
|
100,062
|
04/15/20
|
Purchase of Common Shares
|
106,321
|
04/16/20
|
Purchase of Common Shares
|
61,980
|
04/17/20
|
Purchase of Common Shares
|
84,650
|
04/20/20
|
Purchase of Common Shares
|
200
|
04/21/20
|
Purchase of Common Shares
|
98,841
|
04/22/20
|
Purchase of Common Shares
|
33,506
|
04/23/20
|
Purchase of Common Shares
|
24,661
|
04/24/20
|
Purchase of Common Shares
|
93,487
|
04/27/20
|
Purchase of Common Shares
|
72,168
|
05/01/20
|
Purchase of Common Shares
|
18,529
|
05/04/20
|
Purchase of Common Shares
|
103,349
|
05/05/20
|
Purchase of Common Shares
|
13,131
|
05/06/20
|
Purchase of Common Shares
|
164,625
|
05/07/20
|
Purchase of Common Shares
|
42,333
|
05/08/20
|
Purchase of Common Shares
|
241,972
|
05/11/20
|
Purchase of Common Shares
|
53,700
|
05/13/20
|
Purchase of Common Shares
|
54,460
|
05/14/20
|
Purchase of Common Shares
|
114,621
|
05/15/20
|
Purchase of Common Shares
|
34,017
|
05/18/20
|
Purchase of Common Shares
|
171,640
|
05/19/20
|
Purchase of Common Shares
|
20,394
|
05/20/20
|
Purchase of Common Shares
|
87,471
|
05/21/20
|
Purchase of Common Shares
|
54,622
|
05/22/20
|
Purchase of Common Shares
|
54,539
|
05/26/20
|
Purchase of Common Shares
|
174,945
|
05/27/20
|
Purchase of Common Shares
|
71,227
|
05/29/20
|
Purchase of Common Shares
|
167,972
|
06/01/20
|
Purchase of Common Shares
|
48,356
|
06/02/20
|
Purchase of Common Shares
|
284,551
|
06/03/20
|
Purchase of Common Shares
|
92,855
|
06/04/20
|
Purchase of Common Shares
|
279,159
|
06/05/20
|
Purchase of Common Shares
|
50,000
|
7/20/2020
|
Purchase of Common Shares
|
99,102
|
7/21/2020
|
Purchase of Common Shares
|
32,732
|
7/22/2020
|
Purchase of Common Shares
|
87,299
|
7/23/2020
|
Purchase of Common Shares
|
41,127
|
7/24/2020
|
Purchase of Common Shares
|
36,166
|
7/29/2020
|
Purchase of Common Shares
|
395,042
|
7/30/2020
|
Purchase of Common Shares
|
203,837
|
8/3/2020
|
Purchase of Common Shares
|
402,533
|
8/4/2020
|
Purchase of Common Shares
|
4,347
|
8/5/2020
|
Purchase of Common Shares
|
50,431
|
8/6/2020
|
Purchase of Common Shares
|
9,640
|
8/7/2020
|
Purchase of Common Shares
|
67,449
|
8/12/2020
|
Purchase of Common Shares
|
55,240
|
8/14/2020
|
Purchase of Common Shares
|
70,000
|
8/17/2020
|
Purchase of Common Shares
|
250,000
|
8/18/2020
|
______________________
APPENDIX C
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS
The following
table is reprinted from EVF’s Definitive Proxy Statement filed with the Securities and Exchange Commission on September
18, 2020.
According to filings made on Schedules 13D and 13G pursuant
to Sections 13(d) and 13(g) of the Securities Act of 1934, as amended (the “1934 Act”), respectively, and Form 4 pursuant
to Section 16(a) of the 1934 Act, the following shareholders own 5% or more of the Fund’s Common Shares and/or APS.*
Title of Class
|
Name and Address of Owner
|
Aggregate Share Amount Owned
|
Percent
|
APS
|
UBS Group AG fbo
UBS Securities LLC
UBS Financial Services Inc.
Bahnhofstrasse 45
PO Box CH-8049
Zurich, Switzerland
|
1,022
|
41.48%
|
APS
|
Royal Bank of Canada
200 Bay Street
Toronto, Ontario M5J 2J5
Canada
RBC Capital Markets, LLC
Brookfield Place
200 Vesey Street
New York, New York 10281
|
118
|
7.85%
|
APS
|
Bank of America Corporation
Bank of America, N.A.
100 North Tryon Street
Charlotte, North Carolina 28255
Blue Ridge Investments, L.L.C.
One Bryant Park
New York, New York 10036
|
105
|
6.98%
|
APS
|
Morgan Stanley
Morgan Stanley & Co. LLC
1585 Broadway
New York, New York 10036
|
94
|
6.20%
|
Common Shares
|
Saba Capital Management, L.P.
Boaz R. Weinstein
405 Lexington Avenue
58th Floor
New York, New York 10174
|
8,043,774
|
21.24%
|
Common Shares
|
First Trust Portfolios L.P.
First Trust Advisors L.P.
The Charger Corporation
120 East Liberty Drive, Suite 400
Wheaton, Illinois 60187
|
2,385,022
|
6.30%
|
|
*
|
Information in this table is based on filings made on or before September 1, 2020.
|
To the knowledge
of the Fund, no other person owned 5% or more of the outstanding Common Shares or APS of the Fund as of such date. Beneficial
owners of 25% or more of Common Shares or APS of the Fund are presumed to be in control of such Class for purposes of voting on
certain matters submitted to shareholders.
______________________
IMPORTANT
Tell your Board
what you think! Your vote is important. No matter how many shares you own, please give Saba your proxy FOR the election
of Saba’s Nominees and FOR the shareholder proposal by voting your shares by telephone or Internet as described in
the enclosed GOLD proxy card or by signing and dating the enclosed GOLD proxy card, and returning it in the postage-paid
envelope provided.
If any of your shares
are held in the name of a brokerage firm, bank, bank nominee or other institution, only it can vote such shares and only upon receipt
of your specific instructions. Accordingly, please contact the person responsible for your account and instruct that person to
execute the GOLD proxy card. In addition, if you hold your shares in a brokerage or bank account, your broker or bank may
allow you to provide your voting instructions by telephone or Internet. Please consult the materials you receive from your broker
or bank prior to authorizing a proxy by telephone or Internet. Saba urges you to confirm in writing your instructions to Saba in
care of InvestorCom, Inc. at the address provided below so that Saba will be aware of all instructions given and can attempt to
ensure that such instructions are followed.
If you have any
questions or require any additional information concerning this Proxy Statement, please contact InvestorCom at the address and
telephone numbers set forth below:
If you have any questions, require assistance
in voting your GOLD proxy card,
or need additional copies of Saba’s
proxy materials,
please contact InvestorCom at the phone numbers
listed below.
19 Old Kings Highway S.
Suite 210
Darien, CT 06820
Shareholders call toll free at (877) 972-0090
Banks and Brokers may call collect at (203)
972-9300
You may also contact Saba via email at
SabaProxy@sabacapital.com
EATON
VANCE SENIOR INCOME TRUST
2020 Annual Meeting OF SHAREHOLDERS
THIS PROXY IS SOLICITED ON BEHALF
OF SABA CAPITAL MANAGEMENT, L.P. AND THE OTHER PARTICIPANTS NAMED IN THIS PROXY SOLICITATION (COLLECTIVELY, “SABA”)
THE BOARD OF TRUSTEES OF EATON VANCE SENIOR INCOME TRUST
IS NOT SOLICITING THIS PROXY
P R O X Y
The undersigned
appoints Michael D’Angelo, Paul Kazarian, Pierre Weinstein, Adam Finerman and John Grau and each of them, attorneys and
agents with full power of substitution to vote all common shares of Eaton Vance Senior Income Trust (“EVF”), a Massachusetts
business trust and a closed-end management investment company registered under the Investment Company Act of 1940, as amended,
that the undersigned would be entitled to vote at the Annual Meeting of shareholders of EVF scheduled to be held at the principal
office of EVF, Two International Place, Boston, Massachusetts 02110, on November 12, 2020, at 1:00 p.m. Eastern time, including
at any adjournments or postponements thereof, with all powers that the undersigned would possess if personally present, upon and
in respect of the instructions indicated herein, with discretionary authority as to any and all other matters that may properly
come before the meeting or any adjournment, postponement, or substitution thereof that are unknown to us a reasonable time before
this solicitation.
The undersigned
hereby revokes any other proxy or proxies heretofore given to vote or act with respect to the shares of EVF held by the undersigned,
and hereby ratifies and confirms all action the herein named attorney and proxy, his substitutes, or any of them may lawfully
take by virtue hereof. If properly executed, this Proxy will be voted as directed on the reverse and in the discretion of the
herein named attorney and proxy or his substitutes with respect to any other matters as may properly come before the Annual Meeting
that are unknown to Saba at a reasonable time before this solicitation.
IF NO DIRECTION
IS INDICATED WITH RESPECT TO THE PROPOSAL ON THE REVERSE, THIS PROXY WILL BE VOTED “FOR” THE NOMINEES LISTED IN THE
PROPOSAL.
This Proxy will
be valid until the completion of the Annual Meeting. This Proxy will only be valid in connection with Saba’s solicitation
of proxies for the Annual Meeting.
IMPORTANT: PLEASE SIGN, DATE AND MAIL
THIS PROXY CARD PROMPTLY!
CONTINUED AND TO BE SIGNED ON REVERSE
SIDE
[X] Please mark vote as in this example
SABA STRONGLY RECOMMENDS THAT SHAREHOLDERS
VOTE “FOR” OUR NOMINEES LISTED IN THE BELOW PROPOSAL.
|
1.
|
Saba’s proposal to elect Stephen G. Flanagan, Frederic Gabriel and Christopher A. Klepps as Class I trustees of EVF.
|
|
FOR ALL NOMINEES
|
WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES
|
FOR ALL EXCEPT NOMINEE(S) WRITTEN BELOW
|
Nominees
|
Stephen G.
Flanagan
Frederic Gabriel
Christopher
A. Klepps
|
[ ]
|
[ ]
|
[ ]
________________
________________
________________
|
|
|
|
|
|
Saba does not expect
that any of the Nominees will be unable to stand for election, but, in the event that any Nominee is unable to serve or for good
cause will not serve, the shares represented by this proxy card will be voted for substitute nominee(s), to the extent this is
not prohibited under EVF’s bylaws and applicable law. In addition, Saba has reserved the right to nominate substitute person(s)
if EVF makes or announces any changes to its bylaws or takes or announces any other action that has, or if consummated would have,
the effect of disqualifying any Nominee, to the extent this is not prohibited under the bylaws and applicable law. In any such
case, shares represented by this proxy card will be voted for such substitute nominee(s). Saba intends to use this proxy to vote
“FOR” Messrs. Flanagan, Gabriel and Klepps.
_______________________________________
DATED: ____________________________
____________________________________
(Signature)
____________________________________
(Signature, if held jointly)
____________________________________
(Title)
WHEN SHARES ARE HELD JOINTLY, JOINT
OWNERS SHOULD EACH SIGN. EXECUTORS, ADMINISTRATORS, TRUSTEES, ETC., SHOULD INDICATE THE CAPACITY IN WHICH SIGNING. PLEASE SIGN
EXACTLY AS NAME APPEARS ON THIS PROXY.
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