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 [X]
Filed by a Party other than the
Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, For Use of
the Commission Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional
Materials
[X] Soliciting Material Pursuant
to Section 240.14a-12
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Eaton
Vance Senior Income Trust
Eaton
Vance Floating-Rate Income Trust
Eaton
Vance Senior Floating-Rate Trust
Eaton
Vance New York Municipal Income Trust
(Name of
Registrant as Specified in Its Charter)
|
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(Name of
Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check
the appropriate box):
[X] No fee required.
[ ] Fee computed on table below
per Exchange Act Rules 14a-6(i) (1) and 0-11.
(1) Title of each class
of securities to which transaction applies:
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(2) Aggregate number of
securities to which transaction applies:
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(3) Per unit price or other underlying
value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and
state how it was determined):
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(4) Proposed maximum aggregate
value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously
with preliminary materials.
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[ ] Check box if any part
of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
(1) Amount previously paid:
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(4) Date Filed:
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EATON VANCE CLOSED-END FUNDS
Two International Place
Boston, Massachusetts 02110
Thomas E. Faust Jr.
President and Chief Executive Officer, Eaton Vance Management
Trustee, Eaton Vance Closed-End Funds
November 24, 2020
Dear Shareholder:
I hope this letter finds you and your loved ones healthy and
safe.
As you may be aware, Eaton Vance has entered into a definitive agreement
to be acquired by Morgan Stanley and to merge our investment management businesses. By bringing together the complementary investment
capabilities, distribution and client service resources, brands and cultures of our two organizations, we seek to create the world’s
premier asset manager. As part of Morgan Stanley, Eaton Vance will gain access to Morgan Stanley’s extensive resources to
continue investing in our investment teams, technology and operating platforms, and market relationships to maintain the high-quality
shareholder experience you have come to expect.
In conjunction with the change in control of Eaton Vance, a joint
special meeting of shareholders (the Meeting) of Eaton Vance Floating-Rate Income Trust (EFT), Eaton Vance Senior Floating-Rate
Trust (EFR), Eaton Vance Senior Income Trust (EVF) and Eaton Vance New York Municipal Income Trust (EVY) (the Funds) has been scheduled
for January 7, 2021. At the Meeting, shareholders will be asked to approve new investment advisory agreements for the Funds.
We hope that you will be able to attend the Meeting or vote your shares by proxy using the white proxy card the Fund will provide.
Regardless of the number of shares you own, it is important that your shares be represented at the Meeting.
I am writing to alert you that you may receive proxy materials
from Saba Capital Management, L.P., a hedge fund manager, and certain of its affiliates (Saba), including a GOLD or other non-white
proxy card, seeking your vote against your Fund’s investment advisory agreement and unilateral discretion for Saba to decide
not to vote your shares at the Meeting. This campaign could disrupt your Fund’s operations and potentially leave your Fund
without an investment adviser. The Boards of Trustees of the Funds urge you NOT to sign any proxy card sent to you by Saba
or by any person other than the Funds.
The Funds will be sending you proxy materials, including a
WHITE proxy card, in the coming weeks. Once you receive the Funds’ proxy materials, we ask that you please
read the material carefully and vote your WHITE proxy card as soon as possible through the various convenient methods
that will be listed on the WHITE proxy card.
If you have any questions, please call the proxy information
line at (866) 416-0552.
Thank you for your attention to this important matter.
Sincerely,
President
and Chief Executive Officer, Eaton Vance Management
Trustee, Eaton
Vance Closed-End Funds
PLEASE READ THE FUNDS' DEFINITIVE PROXY STATEMENT
WHEN IT IS AVAILABLE. IT CONTAINS IMPORTANT INFORMATION. THE FUNDS WILL MAIL THE DEFINITIVE PROXY STATEMENT TO SHAREHOLDERS OF
RECORD AS OF OCTOBER 29, 2020. THE DEFINITIVE PROXY STATEMENT AND RELATED MATERIALS WILL ALSO BE AVAILABLE, AND THE PRELIMINARY
PROXY STATEMENT IS CURRENTLY AVAILABLE, WITHOUT CHARGE, ON THE SECURITIES AND EXCHANGE COMMISSION'S WEBSITE.
Eaton Vance Closed-End Funds
SCRIPT 1: Live
This is Tom Faust, Chief Executive Officer of Eaton
Vance and a Trustee of the Eaton Vance Closed-End Funds.
I hope this call finds you and your loved ones healthy
and safe.
We understand that you or someone else in your household
owns shares of one or more Eaton Vance Closed-End Funds.
You should soon be receiving proxy materials for an
upcoming Joint Special Meeting of Fund Shareholders. At the meeting, Fund shareholders will be asked to approve new investment
advisory agreements in connection with the proposed acquisition of Eaton Vance by Morgan Stanley. By combining the capabilities
and resources of Eaton Vance and Morgan Stanley, we seek to better serve Fund shareholders and other clients.
It is very important that you vote your shares as soon
as possible on the WHITE proxy card. You may do so using any of the convenient methods outlined on your proxy card.
Thank you for your assistance.
SCRIPT 2: Live
This is Tom Faust, Chief Executive Officer of Eaton
Vance and a Trustee of the Eaton Vance Closed-End Funds.
I hope this call finds you and your loved ones healthy
and safe.
We understand that you or someone else in your household
owns shares of one or more Eaton Vance Closed-End Funds.
We need your help.
Each Fund is seeking to approve a new investment advisory
agreement in connection with the proposed acquisition of Eaton Vance by Morgan Stanley. By combining the capabilities and resources
of Eaton Vance and Morgan Stanley Investment Management, we seek to better serve Fund shareholders and other clients. Your vote
is particularly important because a known, opportunistic hedge fund manager, Saba Capital Management, has launched a campaign against
approval of the new agreement.
To support your Fund and help approve the new agreement,
please vote your shares now by pressing 1.
For more information on this matter, please press 2.
To refer us to someone else in your household, please
press 3.
Thank you for your assistance.
SCRIPT 3 – Live and Machines
This is Tom Faust, Chief Executive Officer of Eaton
Vance and a Trustee of the Eaton Vance Closed-End Funds.
I hope this call finds you and your loved ones healthy
and safe.
We understand that you or someone else in your household
owns shares of one or more Eaton Vance Closed-End Funds.
We need your help. Each Fund is seeking to approve a
new investment advisory agreement in connection with the proposed acquisition of Eaton Vance by Morgan Stanley. By combining the
capabilities and resources of Eaton Vance and Morgan Stanley Investment Management, we seek to better serve Fund shareholders and
our other clients. Your vote is particularly important because a known, opportunistic hedge fund manager, Saba Capital Management,
has launched a campaign against approval of the new agreement.
To support your Fund and help approve the new agreement,
please vote your shares now by pressing 1.
For more information on this matter, please press 2.
To refer us to someone else in your household, please
press 3.
If you are receiving this message on your answering
machine or voicemail, please contact us at (866) 416-0552 between 9:00 a.m. and 10:00 p.m. Eastern Time. It will only take a few
minutes of your time.
Thank you for your assistance.
SCRIPT 4 – Machines only
This is Tom Faust, Chief Executive Officer of Eaton
Vance and a Trustee of the Eaton Vance Closed-End Funds.
I hope this call finds you and your loved ones healthy
and safe.
We understand that you or someone else in your household
owns shares of one or more Eaton Vance Closed-End Funds.
We need your help.
Each Fund is seeking to approve a new investment advisory
agreement in connection the proposed acquisition of Eaton Vance by Morgan Stanley. By combining the capabilities and resources
of Eaton Vance and Morgan Stanley Investment Management, we seek to better serve Fund shareholders and other clients. Your vote
is particularly important because a known, opportunistic hedge fund manager, Saba Capital Management, has launched a campaign against
approval of the new agreement.
If you are receiving this message on your answering
machine or voicemail, please call (866) 416-0552 between 9:00 a.m. and 10:00 p.m. Eastern Time. It will take only a few minutes
of your time.
Thank you for your assistance.
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