As filed with the Securities and Exchange
Commission on February 19, 2021
1933 Act File No. 333-229446
1940 Act File No. 811-21973
SECURITIES AND EXCHANGE COMMISSION
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WASHINGTON, D.C. 20549
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FORM N-2
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REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT of 1933
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¨
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PRE-EFFECTIVE AMENDMENT NO.
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¨
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POST-EFFECTIVE AMENDMENT NO. 3
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x
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and/or
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REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940
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o
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AMENDMENT NO. 9
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x
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EATON VANCE TAX-MANAGED GLOBAL DIVERSIFIED EQUITY INCOME FUND
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(Exact Name of Registrant as Specified in Charter)
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Two International Place, Boston, Massachusetts 02110
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(Address of Principal Executive Offices)
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(617) 482-8260
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(Registrant’s Telephone Number)
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Maureen A. Gemma
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Two International Place, Boston, Massachusetts 02110
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(Name and Address of Agent for Service)
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Approximate Date of Proposed Public Offering: As soon as practicable
after the effective date of this Registration Statement.
If any of the securities
being registered on this form are to be offered on a delayed or continuous basis in reliance on Rule 415 under the Securities Act
of 1933, as amended, other than securities offered in connection with a dividend reinvestment plan, check the following box. x
It is proposed that this filing will become effective (check appropriate
box):
¨ When
declared effective pursuant to Section 8(c)
x Immediately
upon filing pursuant to no-action relief granted to Registrant on December 16, 2019.
Prospectus Supplement
(To Prospectus dated February 19, 2021)
Eaton Vance Tax-Managed Global Diversified
Equity Income Fund
Up to 22,714,759 Common Shares
Eaton Vance Tax-Managed Global Diversified Equity Income Fund
(the “Fund,” “we,” or “our”) is a diversified, closed-end management investment company which
commenced operations on February 23, 2007. Our investment objective is to provide current income and gains, with a secondary objective
of capital appreciation.
The Fund has entered into a distribution agreement dated May
9, 2019 (the “Distribution Agreement”) with Eaton Vance Distributors, Inc. (the “Distributor”) relating
to the Common Shares offered by this Prospectus Supplement and the accompanying Prospectus dated February 19, 2021. The Distributor
has entered into a dealer agreement, dated May 9, 2019 (the “Dealer Agreement”) with UBS Securities LLC (the “Dealer”)
with respect to the Fund relating to the Common Shares offered by this Prospectus Supplement and the accompanying Prospectus. In
accordance with the terms of the Dealer Agreement, we may offer and sell our Common Shares, $0.01 par value per share, from time
to time through the Dealer as sub-placement agent for the offer and sale of the Common Shares. Under the Investment Company Act
of 1940, as amended (the “1940 Act”), the Fund may not sell any Common Shares at a price below the current net asset
value of such Common Shares, exclusive of any distributing commission or discount.
Our Common Shares are listed on the New York Stock Exchange
(“NYSE”) under the symbol “EXG.” As of February 17, 2021, the last reported sales price for our Common
Shares on the NYSE was $9.09 per share.
Sales of our Common Shares, if any, under this Prospectus Supplement
and the accompanying Prospectus may be made in negotiated transactions or transactions that are deemed to be “at the market”
as defined in Rule 415 under the Securities Act of 1933, as amended (the “1933 Act”), including sales made directly
on the NYSE or sales made to or through a market maker other than on an exchange.
The Fund will compensate the Distributor with respect to sales
of the Common Shares at a commission rate of 1.00% of the gross proceeds of the sale of Common Shares. The Distributor will compensate
the Dealer out of this commission at a certain percentage rate of the gross proceeds of the sale of Common Shares sold under the
Dealer Agreement, with the exact amount of such compensation to be mutually agreed upon by the Distributor and the Dealer from
time to time. In connection with the sale of the Common Shares on the Fund’s behalf, the Distributor may be deemed to be
an “underwriter” within the meaning of the 1933 Act and the compensation of the Dealer may be deemed to be underwriting
commissions or discounts.
The Common Shares have traded both at a premium and a discount
to net asset value (“NAV”). The Fund cannot predict whether Common Shares will trade
in the future at a premium or discount to NAV. The provisions of the 1940 Act generally require that the public offering price
of common shares (less any underwriting commissions and discounts) must equal or exceed the NAV per share of a company’s
common stock (calculated within 48 hours of pricing). The Fund’s issuance of Common Shares may have an adverse effect on
prices in the secondary market for the Fund’s Common Shares by increasing the number of Common Shares available, which may
put downward pressure on the market price for the Fund’s Common Shares. Shares of common stock of closed-end investment companies
frequently trade at a discount from NAV, which may increase investors’ risk of loss.
Investing in our securities involves certain risks. You
could lose some or all of your investment. See “Investment Objectives, Policies and Risks” beginning on page 26 of
the accompanying Prospectus. You should consider carefully these risks together with all of the other information contained in
this Prospectus Supplement and the accompanying Prospectus before making a decision to purchase our securities.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this Prospectus Supplement or the accompanying Prospectus
is truthful or complete. Any representation to the contrary is a criminal offense.
Prospectus Supplement dated February
19, 2021
This Prospectus Supplement, together with the accompanying
Prospectus, sets forth concisely information about the Fund that you should know before investing. You should read this Prospectus
Supplement and the accompanying Prospectus, which contain important information, before deciding whether to invest in our securities.
You should retain the accompanying Prospectus and this Prospectus Supplement for future reference. A Statement of Additional Information
(“SAI”), dated February 19, 2021 as supplemented from time to time, containing additional information about the Fund,
has been filed with the Securities and Exchange Commission (the “SEC”) and is incorporated by reference in its entirety
into this Prospectus Supplement and the accompanying Prospectus. This Prospectus Supplement, the accompanying Prospectus and the
SAI are part of a “shelf” registration statement that we filed with the SEC. This Prospectus Supplement describes the
specific details regarding this offering, including the method of distribution. If information in this Prospectus Supplement is
inconsistent with the accompanying Prospectus or the SAI, you should rely on this Prospectus Supplement. You may request a free
copy of the SAI, the table of contents of which is on page 58 of the accompanying Prospectus, a free copy of our annual and semi-annual
reports to shareholders, obtain other information or make shareholder inquiries, by calling toll-free 1-800-262-1122 or by writing
to the Fund at Two International Place, Boston, Massachusetts 02110. The Fund’s SAI and annual and semi-annual reports also
are available free of charge on our website at http://www.eatonvance.com and on the SEC’s website (http://www.sec.gov). You
may also obtain these documents, after paying a duplication fee, by electronic request at the following email address: publicinfo@sec.gov.
Our securities do not represent a deposit or obligation of, and
are not guaranteed or endorsed by, any bank or other insured depository institution and are not federally insured by the Federal
Deposit Insurance Corporation, the Federal Reserve Board or any other government agency.
TABLE OF CONTENTS
You should rely only on the information contained in, or incorporated
by reference into, this Prospectus Supplement and the accompanying Prospectus in making your investment decisions. The Fund has
not authorized any person to provide you with different information. If anyone provides you with different or inconsistent information,
you should not rely on it. The Fund is not making an offer to sell the securities in any jurisdiction where the offer or sale is
not permitted. You should assume that the information in this Prospectus Supplement and the accompanying Prospectus is accurate
only as of the dates on their covers. The Fund’s business, financial condition and prospects may have changed since the date
of its description in this Prospectus Supplement or the date of its description in the accompanying Prospectus.
Prospectus Supplement
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Prospectus Supplement Summary
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1
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Capitalization
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2
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Summary of Fund Expenses
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3
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Market and Net Asset Value Information
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4
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Use of Proceeds
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5
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Plan of Distribution
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6
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Legal Matters
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6
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Available Information
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7
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Prospectus
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Prospectus Summary
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6
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Summary of Fund Expenses
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22
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Financial Highlights and Investment Performance
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23
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The Fund
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25
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Use of Proceeds
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26
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Investment Objectives, Policies and Risks
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26
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Management of the Fund
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44
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Plan of Distribution
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46
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Distributions
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47
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Federal Income Tax Matters
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47
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Dividend Reinvestment Plan
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51
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Description of Capital Structure
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52
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Custodian and Transfer Agent
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56
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Legal Opinions
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56
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Reports to Shareholders
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56
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Independent Registered Public Accounting Firm
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56
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Additional Information
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57
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Table of Contents for the Statement of Additional Information
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58
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The Fund's Privacy Policy
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59
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Until March 16, 2021 (25 days after the date of this Prospectus
Supplement), all dealers that buy, sell or trade the Common Shares, whether or not participating in this offering, may be required
to deliver the Prospectus and this Prospectus Supplement. This requirement is in addition to the dealers’ obligation to deliver
the Prospectus and this Prospectus Supplement when acting as underwriters and with respect to their unsold allotments or subscriptions.
CAUTIONARY NOTICE REGARDING FORWARD-LOOKING
STATEMENTS
This Prospectus Supplement, the accompanying Prospectus and the
SAI contain “forward-looking statements.” Forward-looking statements can be identified by the words “may,”
“will,” “intend,” “expect,” “estimate,” “continue,” “plan,”
“anticipate,” and similar terms and the negative of such terms. Such forward-looking statements may be contained in
this Prospectus Supplement as well as in the accompanying Prospectus. By their nature, all forward-looking statements involve risks
and uncertainties, and actual results could differ materially from those contemplated by the forward-looking statements. Several
factors that could materially affect our actual results are the performance of the portfolio of securities we hold, the price at
which our shares will trade in the public markets and other factors discussed in our periodic filings with the SEC.
Although we believe that the expectations expressed in our forward-looking
statements are reasonable, actual results could differ materially from those projected or assumed in our forward-looking statements.
Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and
are subject to inherent risks and uncertainties, such as those disclosed in the “Investment Objectives, Policies and Risks”
section of the accompanying Prospectus. All forward-looking statements contained or incorporated by reference in this Prospectus
Supplement or the accompanying Prospectus are made as of the date of this Prospectus Supplement or the accompanying Prospectus,
as the case may be. Except for our ongoing obligations under the federal securities laws, we do not intend, and we undertake no
obligation, to update any forward-looking statement. The forward-looking statements contained in this Prospectus Supplement, the
accompanying Prospectus and the SAI are excluded from the safe harbor protection provided by section 27A of the 1933 Act.
Currently known risk factors that could cause actual results to
differ materially from our expectations include, but are not limited to, the factors described in the “Investment Objectives,
Policies and Risks” section of the accompanying Prospectus. We urge you to review carefully that section for a more detailed
discussion of the risks of an investment in our securities.
Prospectus Supplement Summary
The following summary is qualified in its entirety by
reference to the more detailed information included elsewhere in this Prospectus Supplement and in the accompanying Prospectus
and in the SAI.
THE FUND
Eaton Vance Tax-Managed Global Diversified Equity Income Fund
(the “Fund,” “we,” or “our”) is a diversified, closed-end management investment company, which
commenced operations on February 23, 2007. The Fund seeks to provide current income and gains, with a secondary objective of capital
appreciation. Investments are based on Eaton Vance Management’s (“Eaton Vance” or the “Adviser”)
internal research and management. An investment in the Fund may not be appropriate for all investors. There is no assurance that
the Fund will achieve its investment objectives.
THE ADVISER AND SUB-ADVISER
Eaton Vance acts as the Fund’s investment adviser under
an Investment Advisory Agreement (the “Advisory Agreement”). The Adviser’s principal office is located at Two
International Place, Boston, MA 02110. Eaton Vance, its affiliates and predecessor companies have been managing assets of individuals
and institutions since 1924 and of investment companies since 1931. As of December 31, 2020, Eaton Vance and its affiliates managed
approximately $583.1 billion of fund and separate account assets on behalf of clients, including approximately $154.9 billion in
equity assets. Eaton Vance has engaged its affiliate Eaton Vance Advisers International Ltd. (“EVAIL” or the “Sub-Adviser”)
as the sub-adviser to the Fund. EVAIL managed approximately $17.9 billion in assets as of October 31, 2020. Eaton Vance is a wholly-owned
subsidiary of Eaton Vance Corp., a publicly-held holding company, which through its subsidiaries and affiliates engages primarily
in investment management, administration and marketing activities.
Under the general supervision of the Fund’s Board, Eaton
Vance is responsible for managing the Fund’s overall investment program. Eaton Vance also is responsible for providing the
Sub-Adviser with research support and supervising the performance of the Sub-Adviser. The Adviser will furnish to the Fund investment
advice and office facilities, equipment and personnel for servicing the investments of the Fund. The Adviser will compensate all
Trustees and officers of the Fund who are members of the Adviser’s organization and who render investment services to the
Fund, and will also compensate all other Adviser personnel who provide research and investment services to the Fund. In return
for these services, facilities and payments, the Fund has agreed to pay the Adviser an investment advisory fee, payable on a monthly
basis, at an annual rate of 1.00% of the average daily gross assets of the Fund up to and including $1.5 billion, 0.98% of the
average daily gross assets of the Fund over $1.5 billion up to and including $3 billion, 0.96% of the average daily gross assets
of the Fund over $3 billion up to and including $5 billion, and 0.94% of the average daily gross assets of the Fund over $5 billion.
Gross assets of the Fund means total assets of the Fund, including any form of investment leverage that the Fund utilizes, minus
all accrued expenses incurred in the normal course of operations, but not excluding any liabilities or obligations attributable
to any future investment leverage obtained through (i) indebtedness of any type (including, without limitation, borrowing through
a credit facility/commercial paper program or the issuance of debt securities), (ii) the issuance of preferred shares or other
similar preference securities, (iii) the reinvestment of collateral received for securities loaned in accordance with the Fund’s
investment objectives and policies and/or (iv) any other means. During periods in which the Fund is using leverage, the fees paid
to Eaton Vance for investment advisory services will be higher than if the Fund did not use leverage because the fees paid will
be calculated on the basis of the Fund’s gross assets, including proceeds from borrowings and from the issuance of preferred
shares (if applicable). Under the Sub-Advisory Agreement between Eaton Vance and EVAIL, Eaton Vance (and not the Fund) pays EVAIL
a portion of the advisory fee for sub-advisory services provided to the Fund. The Fund is responsible for all expenses not expressly
stated by another party (such as the expenses required to be paid pursuant to an agreement with the investment adviser or administrator).
THE OFFERING
The Fund has entered into a distribution agreement dated
May 9, 2019 (the “Distribution Agreement”) with Eaton Vance Distributors, Inc. (the “Distributor”) relating
to the common shares of beneficial interest (the “Common Shares”), offered by this Prospectus Supplement and the accompanying
Prospectus dated February 19, 2021 (the “Offering”). The Distributor has entered into a dealer agreement dated May
9, 2019 (the “Dealer Agreement”) with UBS Securities LLC (the “Dealer”) with respect to the Fund relating
to the Common Shares offered by this Prospectus Supplement and the accompanying Prospectus. In accordance with the terms of the
Dealer Agreement, the Fund may offer and sell up to 22,714,759
Common Shares, par value $0.01 per Common Share, from time
to time through the Dealer as sub-placement agent for the offer and sale of the Common Shares.
Offerings of the Common Shares will be subject to the provisions
of the 1940 Act, which generally require that the public offering price of common shares of a closed-end investment company (exclusive
of distribution commissions and discounts) must equal or exceed the net asset value per share of the company’s common shares
(calculated within 48 hours of pricing), absent shareholder approval or under certain other circumstances.
Sales of the Common Shares, if any, under this Prospectus Supplement
and the accompanying Prospectus may be made in negotiated transactions or transactions that are deemed to be “at the market”
as defined in Rule 415 under the 1933 Act, including sales made directly on the New York Stock Exchange (“NYSE”) or
sales made to or through a market maker other than on an exchange. The Common Shares may not be sold through agents, underwriters
or dealers without delivery or deemed delivery of a Prospectus and an accompanying Prospectus Supplement describing the method
and terms of the offering of Common Shares.
LISTING AND SYMBOL
The Fund’s currently outstanding Common Shares are listed
on the NYSE under the symbol “EXG.” Any new Common Shares offered and sold hereby are expected to be listed on the
NYSE and trade under this symbol. The net asset value of the Common Shares on February 17, 2021 was $9.72 per share. As of February
17, 2021, the last reported sales price for the Common Shares was $9.09.
USE OF PROCEEDS
The Fund currently intends to invest substantially all of the
net proceeds of any sales of Common Shares pursuant to this Prospectus Supplement in accordance with its investment objectives
and policies as described in the accompanying Prospectus under “Investment Objectives, Policies and Risks” within three
months of receipt of such proceeds. Such investments may be delayed up to three months if suitable investments are unavailable
at the time or for other reasons, such as market volatility and lack of liquidity in the markets of suitable investments. Pending
such investment, the Fund anticipates that it will invest the proceeds in short-term money market instruments, securities with
remaining maturities of less than one year, cash or cash equivalents. A delay in the anticipated use of proceeds could lower returns
and reduce the Fund’s distribution to the holders of Common Shares (“Common Shareholders”) or result in a distribution
consisting principally of a return of capital.
Capitalization
We may offer and sell up to 22,714,759 of our Common Shares,
$0.01 par value per share, from time to time through the Dealer as sub-placement agent under this Prospectus Supplement and the
accompanying Prospectus. In addition, the Fund has registered, and may take down, additional shares at a later date. There is no
guarantee that there will be any sales of our Common Shares pursuant to this Prospectus Supplement and the accompanying Prospectus.
The table below assumes that we will sell 22,714,759 Common Shares at a price of $9.09 per share (the last reported sales price
per share of our Common Shares on the NYSE on February 17, 2021). Actual sales, if any, of our Common Shares under this Prospectus
Supplement and the accompanying Prospectus may be greater or less than $9.09 per share, depending on the market price of our Common
Shares at the time of any such sale. To the extent that the market price per share of our Common Shares on any given day is less
than the net asset value per share on such day, we will instruct the Dealer not to make any sales on such day.
The following table sets forth our capitalization:
• on
a historical basis as of October 31, 2020 (audited); and
• on
a pro forma as adjusted basis to reflect the assumed sale of 22,714,759 Common Shares at $9.09 per share (the last reported sales
price for our Common Shares on the NYSE on February 17, 2021), in an offering under this Prospectus Supplement and the accompanying
Prospectus, after deducting the assumed commission of $2,064,772 (representing an estimated commission to the Distributor of 1.00%
of the gross proceeds of the sale of Common Shares, of which a certain percentage will be paid to the Dealer in connection with
sales of Common Shares effected in this Offering).
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As of
October 31, 2020
(audited)
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Pro Forma
(unaudited)
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Actual
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As Adjusted
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Net assets
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$ 2,449,271,221
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$ 2,653,683,609
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$0.01 par value per share of common shares outstanding
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$ 3,028,635
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$ 3,255,782
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Additional paid-in capital
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$ 1,997,064,064
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$ 2,201,476,452
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Distributable earnings
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$ 449,178,522
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$ 448,951,375
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Net assets
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$ 2,449,271,221
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$ 2,653,683,609
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Net asset value per share
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$8.09
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$8.15
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Common shares issued and outstanding
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302,863,454
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325,578,213
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Summary of Fund Expenses
The purpose of the table below is to help you understand
all fees and expenses that you, as a Common Shareholder, would bear directly or indirectly. The table shows Fund expenses as a
percentage of net assets attributable to Common Shares for the year ended October 31, 2020.
Common Shareholder transaction expenses
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Sales load paid by you (as a percentage of offering price)
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1.00%(1)
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Offering expenses (as a percentage of offering price)
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None(2)
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Dividend reinvestment plan fees
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$5.00(3)
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Annual expenses
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Percentage of net assets
attributable to Common Shares(4)
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Investment adviser fee
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0.99%(5)
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Other expenses
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0.09%
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Total annual Fund operating expenses
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1.08%
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EXAMPLE
The following example illustrates the expenses that Common
Shareholders would pay on a $1,000 investment in Common Shares, assuming (i) total annual expenses of 1.08% of net assets attributable
to Common Shares in years 1 through 10; (ii) a sales load of 1.00%; (iii) a 5% annual return; and (iv) all distributions are reinvested
at NAV:
1 Year
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3 Years
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5 Years
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10 Years
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$21
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$44
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$69
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$140
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The above table and example and the assumption in the example
of a 5% annual return are required by regulations of the SEC that are applicable to all investment companies; the assumed 5% annual
return is not a prediction of, and does not represent, the projected or actual performance of the Fund’s Common Shares. For
more complete descriptions of certain of the Fund’s costs and expenses, see “Management of the Fund.” In addition,
while the example assumes reinvestment of all dividends and distributions at NAV, participants in the Fund’s dividend reinvestment
plan may receive Common Shares purchased or issued at a price or value different from NAV. See “Distributions” and
“Dividend Reinvestment Plan.” The example does not include estimated offering costs, which would cause the expenses
shown in the example to increase.
The example should not be considered a representation of past
or future expenses, and the Fund’s actual expenses may be greater or less than those shown. Moreover, the Fund’s actual
rate of return may be greater or less than the hypothetical 5% return shown in the example.
__________
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(1)
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Represents the estimated commission with respect to the Fund’s Common Shares being sold in this Offering. There is no
guarantee that there will be any sales of the Fund’s Common Shares pursuant to this Prospectus Supplement and the accompanying
Prospectus. Actual sales of the Fund’s Common Shares under this Prospectus Supplement and the accompanying Prospectus, if
any, may be less than as set forth under “Capitalization” above. In addition, the price per share of any such sale
may be greater or less than the price set forth under “Capitalization” above, depending on market price of the Fund’s
Common Shares at the time of any such sale.
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(2)
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Eaton Vance will pay the expenses of the Offering (other than the applicable commissions); therefore, Offering expenses
are not included in the Summary of Fund Expenses. Offering expenses generally include, but are not limited to, the preparation,
review and filing with the SEC of the Fund’s registration statement (including this Prospectus Supplement, the accompanying
Prospectus and the SAI), the preparation, review and filing of any associated marketing or similar materials, costs associated
with the printing, mailing or other distribution of this Prospectus Supplement, the accompanying Prospectus, SAI and/or marketing
materials, associated filing fees, NYSE listing fees, and legal and auditing fees associated with the Offering.
|
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(3)
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You will be charged a $5.00 service charge and pay brokerage charges if you direct the plan agent to sell your Common Shares
held in a dividend reinvestment account.
|
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(4)
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Stated as percentage of average net assets attributable to Common Shares for the year ended October 31, 2020.
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(5)
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The adviser fee paid by the Fund to the Adviser is based on the average daily gross assets of the Fund, including all assets
attributable to any form of investment leverage that the Fund may utilize. Accordingly, if the Fund were to increase investment
leverage in the future, the adviser fee will increase as a percentage of net assets.
|
Market and Net Asset Value Information
Our Common Shares are listed on the NYSE under the symbol “EXG.”
Our Common Shares commenced trading on the NYSE in 2007.
Our Common Shares have traded both at a premium and a discount
to net asset value or NAV. We cannot predict whether our shares will trade in the future at a premium or discount to NAV. The provisions
of the 1940 Act generally require that the public offering price of Common Shares (less any underwriting commissions and discounts)
must equal or exceed the NAV per share of a company’s common stock (calculated within 48 hours of pricing). Our issuance
of Common Shares may have an adverse effect on prices in the secondary market for our Common Shares by increasing the number of
Common Shares available, which may put downward pressure on the market price for our Common Shares. Shares of Common Stock of closed-end
investment companies frequently trade at a discount from NAV. See “Prospectus Summary—Special Risk Considerations—Discount
from or premium to NAV” on page 13 of the accompanying Prospectus.
The following table sets forth for the period indicated the high
and low closing market prices for Common Shares on the NYSE, and the corresponding NAV per share and the premium or discount to
NAV per share at which the Fund’s Common Shares were trading as of the same date. NAV is determined no less frequently than
daily, generally on each day of the week that the NYSE is open for trading. See “Determination of Net Asset Value”
on page 22 of the accompanying SAI for information as to the determination of the Fund’s net asset value.
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Market Price
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NAV per Share on Date of Market Price
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NAV Premium/(Discount) on Date of Market Price
|
Fiscal Quarter Ended
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High
|
Low
|
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High
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Low
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High
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Low
|
January 31, 2021
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$9.08
|
$7.22
|
|
$9.58
|
$8.20
|
(5.22)%
|
(11.95)%
|
The last reported sales price, NAV and percentage premium/(discount)
to NAV per Common Share on February 17, 2021, were $9.09, $9.72 and (6.48)%, respectively.
The following table provides information about our outstanding
Common Shares as of February 17, 2021:
Title of Class
|
Amount Authorized
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Amount Held by the Fund or for its Account
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Amount Outstanding
|
Common Shares
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Unlimited
|
0
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302,863,454
|
Use of Proceeds
Sales of our Common Shares, if any, under this Prospectus
Supplement and the accompanying Prospectus may be made in negotiated transactions or transactions that are deemed to be “at
the market” as defined in Rule 415 under the 1933 Act, including sales made directly on the NYSE or sales made to or
through a market maker other than on an exchange. There is no guarantee that there will be any sales of our Common Shares pursuant
to this Prospectus Supplement and the accompanying Prospectus. Actual sales, if any, of our Common Shares under this Prospectus
Supplement and the accompanying Prospectus may be less than as set forth below in this paragraph. In addition, the price per share
of any such sale may be greater or less than the price set forth in this paragraph, depending on the market price of our Common
Shares at the time of any such sale. As a result, the actual net proceeds we receive may be more or less than the amount of net
proceeds estimated in this Prospectus Supplement. Assuming the sale of all of the Common Shares offered under this Prospectus Supplement
and the accompanying Prospectus, at the last reported sales price of $9.09 per share for our Common Shares on the NYSE as of February
17, 2021 we estimate that the net proceeds of this offering will be approximately $204,412,388 after deducting the estimated sales
load and the estimated offering expenses payable by the Fund, if any.
Subject to the remainder of this section, the Fund currently
intends to invest substantially all of the net proceeds of any sales of Common Shares pursuant to this Prospectus Supplement in
accordance with its investment objectives and policies as described in the accompanying Prospectus under “Investment Objectives,
Policies and Risks” within three months of receipt of such proceeds. Such investments may be delayed up to three months if
suitable investments are unavailable at the time or for other reasons, such as market volatility and lack of liquidity in the markets
of suitable investments. Pending such investment, the Fund anticipates that it will invest the proceeds in short-term money market
instruments, securities with remaining maturities of less than one year, cash or cash equivalents. A delay in the anticipated use
of proceeds could lower returns and reduce the Fund’s distribution to Common Shareholders or result in a distribution consisting
principally of a return of capital.
Plan of Distribution
Under the Dealer Agreement between the Distributor and the Dealer,
upon written instructions from the Distributor, the Dealer will use its reasonable best efforts, to sell, as sub-placement agent,
the Common Shares under the terms and subject to the conditions set forth in the Dealer Agreement. The Dealer’s solicitation
will continue until the Distributor instructs the Dealer to suspend the solicitations and offers. The Distributor will instruct
the Dealer as to the amount of Common Shares to be sold by the Dealer. The Distributor may instruct the Dealer not to sell Common
Shares if the sales cannot be effected at or above the price designated by the Distributor in any instruction. To the extent that
the market price per share of the Fund’s Common Shares on any given day is less than the net asset value per share on such
day, the Distributor will instruct the Dealer not to make any sales on such day. The Distributor or the Dealer may suspend the
offering of Common Shares upon proper notice and subject to other conditions.
The Dealer will provide written confirmation to the Distributor
following the close of trading on the day on which Common Shares are sold under the Dealer Agreement. Each confirmation will include
the number of shares sold on the preceding day, the net proceeds to the Fund and the compensation payable by the Distributor to
the Dealer in connection with the sales.
The Fund will compensate the Distributor with respect to sales
of the Common Shares at a commission rate of 1.00% of the gross proceeds of the sale of Common Shares. The Distributor will compensate
the Dealer for its services in acting as sub-placement agent in the sale of Common Shares out of this commission at a certain percentage
rate of the gross proceeds of the sale of Common Shares sold under the Dealer Agreement, with the exact amount of such compensation
to be mutually agreed upon by the Distributor and the Dealer from time to time. There is no guarantee that there will be any sales
of the Common Shares pursuant to this Prospectus Supplement and the accompanying Prospectus. Actual sales, if any, of the Common
Shares under this Prospectus Supplement and the accompanying Prospectus may be conducted at a price that is greater or less than
the last reported sales price set forth in this Prospectus Supplement, depending on the market price of Common Shares at the time
of any such sale. Eaton Vance will pay the expenses of the Offering (other than the applicable commissions).
Settlement for sales of Common Shares will occur on the second
trading day following the date on which such sales are made, in return for payment of the net proceeds to the Fund. There is no
arrangement for funds to be received in an escrow, trust or similar arrangement.
The Distributor has agreed to provide indemnification and contribution
to the Dealer against certain civil liabilities, including liabilities under the 1933 Act.
The Dealer Agreement will remain in full force and effect unless
terminated by either party upon 5 days’ written notice to the other party.
The principal business address of the Dealer is 1285 Avenue of
the Americas, New York, NY 10019.
The Dealer and its affiliates hold or may hold in the future,
directly or indirectly, investment interests in the Distributor and its funds. The interests held by the Dealer or its affiliates
are not attributable to, and no investment discretion is held by, the Dealer or its affiliates.
Legal Matters
Certain legal matters in connection with the Common Shares will
be passed upon for the Fund by internal counsel for Eaton Vance.
Available Information
We are subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), and the 1940 Act and are required to file reports, including
annual and semi-annual reports, proxy statements and other information with the SEC. These documents are available on the SEC’s
EDGAR system.
This Prospectus Supplement, the accompanying Prospectus and the
SAI do not contain all of the information in our registration statement, including amendments, exhibits, and schedules that the
Fund has filed with the SEC (File No. 333-229446). Statements in this Prospectus Supplement and the accompanying Prospectus about
the contents of any contract or other document are not necessarily complete and in each instance reference is made to the copy
of the contract or other document filed as an exhibit to the registration statement, each such statement being qualified in all
respects by this reference.
Additional information about us can be found in our registration
statement (including amendments, exhibits, and schedules) on Form N-2 filed with the SEC. The SEC maintains a web site (http://www.sec.gov)
that contains our registration statement, other documents incorporated by reference, and other information we have filed electronically
with the SEC, including proxy statements and reports filed under the Exchange Act.
Beginning on January 1, 2021, as permitted by regulations
adopted by the Securities and Exchange Commission, paper copies of the Fund’s annual and semi-annual shareholder reports
are no longer being sent by mail unless you specifically request paper copies of the reports. Instead, the reports are being made
available on the Fund’s website (funds.eatonvance.com/closed-end-fund-and-term-trust-documents.php), and you will be notified
by mail each time a report is posted and provided with a website address to access the report. If you already elected to receive
shareholder reports electronically, you will not be affected by this change and you need not take any action. If you hold shares
at the Fund’s transfer agent, American Stock Transfer & Trust Company, LLC (“AST”), you may elect to receive
shareholder reports and other communications from the Fund electronically by contacting AST. If you own your shares through a
financial intermediary (such as a broker-dealer or bank), you must contact your financial intermediary to sign up. You may elect
to receive all future Fund shareholder reports in paper free of charge. If you hold shares at AST, you can inform AST that you
wish to continue receiving paper copies of your shareholder reports by calling 1-866-439-6787. If you own these shares through
a financial intermediary, you must contact your financial intermediary or follow instructions included with this disclosure, if
applicable, to elect to continue to receive paper copies of your shareholder reports. Your election to receive reports in paper
will apply to all funds held with AST or to all funds held through your financial intermediary, as applicable.
BASE PROSPECTUS
Up to 45,429,518 Shares
Eaton Vance Tax-Managed Global Diversified
Equity Income Fund
Common Shares
Investment
Objectives and Policies. Eaton Vance Tax-Managed Global Diversified Equity Income Fund (the “Fund”) is
a diversified, closed-end management investment company, which commenced operations on February 23, 2007. The Fund’s primary
investment objective is to provide current income and gains, with a secondary objective of capital appreciation. In pursuing its
investment objectives, the Fund will evaluate returns on an after-tax basis, seeking to minimize and defer shareholder federal
income taxes.
Portfolio
Management Strategies. Under normal market conditions, the Fund’s investment program consists of owning a diversified
portfolio of domestic and foreign common stocks. The Fund will seek to earn high levels of tax-advantaged income and gains by (1)
emphasizing investments in stocks that pay dividends that qualify for favorable federal income tax treatment and (2) writing (selling)
stock index call options with respect to a portion of its common stock portfolio value.
Call options on broad-based stock indices generally qualify for
treatment as Section 1256 contracts, as defined in the Internal Revenue Code of 1986, as amended, on which capital gains and losses
are generally treated as 60% long-term and 40% short-term, regardless of holding period.
Investment
Adviser and Sub-Adviser. The Fund’s investment adviser is Eaton Vance Management (“Eaton Vance” or
the “Adviser”). As of December 31, 2020, Eaton Vance and its affiliates managed approximately $583.1 billion of fund
and separate account assets on behalf of clients, including approximately $154.9 billion in equity assets. Eaton Vance has engaged
its affiliate Eaton Vance Advisers International Ltd. (“EVAIL” or the “Sub-Adviser”) as the sub-adviser
to the Fund. The Sub-Adviser managed approximately $17.9 billion in assets as of October 31, 2020.
The
Offering. The Fund may offer, from time to time, in one or more offerings (each, an “Offering”), the Fund’s
common shares of beneficial interest, $0.01 par value (“Common Shares”). Common Shares may be offered at prices and
on terms to be set forth in one or more supplements to this Prospectus (each, a “Prospectus Supplement”). You should
read this Prospectus and the applicable Prospectus Supplement carefully before you invest in Common Shares. Common Shares may be
offered directly to one or more purchasers, through agents designated from time to time by us, or to or through underwriters or
dealers. The Prospectus Supplement relating to the Offering will identify any agents, underwriters or dealers involved in the offer
or sale of Common Shares, and will set forth any applicable offering price, sales load, fee, commission or discount arrangement
between the Fund and its agents or underwriters, or among its underwriters, or the basis upon which such amount may be calculated,
net proceeds and use of proceeds, and the terms of any sale. The Fund may not sell any Common Shares through agents, underwriters
or dealers without delivery of a Prospectus Supplement describing the method and terms of the particular Offering of the Common
Shares.
The
Common Shares have traded both at a premium and a discount to net asset value (“NAV”). The
Fund cannot predict whether Common Shares will trade in the future at a premium or discount to its NAV.
The provisions of the Investment Company Act of 1940, as amended (the “1940 Act”) generally require that the public
offering price of common shares (less any underwriting commissions and discounts) must equal or exceed the NAV per share of a company’s
common stock (calculated within 48 hours of pricing). The Fund’s issuance of Common Shares may have an adverse effect on
prices in the secondary market for the Fund’s Common Shares by increasing the number of Common Shares available, which may
put downward pressure on the market price for the Fund’s Common Shares. Shares of common stock of closed-end investment companies
frequently trade at a discount from NAV, which may increase investors’ risk of loss.
Investing
in shares involves certain risks. See “Investment Objectives, Policies and Risks” beginning at page 26.
Neither the Securities and Exchange Commission (“SEC”)
nor any state securities commission has approved or disapproved of these securities or determined if this Prospectus is truthful
or complete. Any representation to the contrary is a criminal offense.
(continued from previous page)
Portfolio
Contents. Under normal market conditions, the Fund invests at least 80% of its total assets in a combination of (1)
dividend-paying domestic and foreign common stocks and (2) common stocks the value of which is subject to covered written index
call options. Under normal market conditions, the Fund invests (i) at least 40% of its total assets in securities of non-U.S. issuers,
including issuers located in emerging market countries, unless market conditions are not deemed favorable, in which case the Fund
will invest at least 30% of its total assets in securities of non-U.S. issuers, and (ii) in issuers located in at least five different
countries (including the United States). Issuers will be considered to be located outside the United States if domiciled in and
tied economically to one or more non-U.S. countries, irrespective of whether their securities trade in the United States. The Fund
may invest up to 10% of its total assets in securities of emerging market issuers. The Fund may not invest 25% or more of its total
assets in the securities of issuers in any single industry. The Fund emphasizes investments in stocks that pay dividends that qualify
for federal income taxation at rates applicable to long-term capital gains, and will seek to enhance the level of tax-advantaged
dividend income it receives by engaging in dividend capture trading. In a dividend capture trade, the Fund sells a stock on or
shortly after the stock’s ex-dividend date and uses the sale proceeds to purchase one or more other stocks that are expected
to pay dividends before the next dividend payment on the stock being sold. Through this practice, the Fund may receive more dividend
payments over a given time period than if it held a single stock. By complying with applicable holding period and other requirements
while engaging in dividend capture trading, the Fund may enhance the level of tax-advantaged dividend income it receives. The use
of dividend capture trading strategies will expose the Fund to increased trading costs and potentially higher short-term gain or
loss. The Fund may use derivatives to manage exposure to certain sectors and/or markets in connection with its use of dividend
capture trading. The Fund may buy and sell equity index futures contracts for this purpose, but may also engage in other types
of derivatives to manage such exposures.
The Fund writes call options on broad-based domestic, foreign
country and/or regional stock indices that the Adviser believes collectively approximate the characteristics of its common stock
portfolio (or that portion of its portfolio against which options are written) and that present attractive opportunities to earn
options premiums. The Fund writes call options on the S&P 500®
Index and at least one broad-based foreign stock index, and may also write call options on other domestic and foreign stock indices.
Over time, the indices on which the Fund writes call options may vary as a result of changes in the availability and liquidity
of various listed index options, changes in stock portfolio holdings, the Adviser’s evaluation of equity market conditions
and other factors. Writing index call options involves a tradeoff between the option premiums received and reduced participation
in potential future stock price appreciation. Due to tax considerations, the Fund intends to limit the overlap between its stock
holdings (and any subset thereof) and each index on which it has outstanding options positions to less than 70% on an ongoing basis.
The Fund’s stock holdings will normally include stocks not included in the indices on which it writes call options.
The Fund seeks to generate current earnings from dividends on
stocks held and from option premiums. The Fund employs a variety of tax-management techniques and strategies as described herein,
seeking in part to minimize the Fund’s ordinary income (other than qualified dividend income) and net realized short-term
capital gains in excess of net realized long-term capital losses and Fund expenses. To the extent that the Fund’s ordinary
income (other than qualified dividend income) and net realized short-term gains over net realized long-term losses exceed Fund
expenses, dividends with respect to such amounts when paid to Common Shareholders (as defined below) will be taxable as ordinary
income.
During unusual market conditions, the Fund may invest up to 100%
of its assets in cash or cash equivalents temporarily, which may be inconsistent with its investment objectives, principal strategies
and other policies.
Exchange
Listing. As of February 17, 2021, the Fund had 302,863,454
Common Shares outstanding. The Fund’s Common Shares are traded on the New York Stock Exchange (“NYSE”) under
the symbol “EXG.” As of February 17, 2021, the last reported sale price of a Common Share of the Fund on the NYSE was
$9.09. Common Shares offered and sold pursuant to this Registration Statement will also be listed on the NYSE and trade under this
symbol.
Eaton Vance believes that the Fund may be appropriate for investors
seeking an investment vehicle that combines regular distributions and the potential for capital appreciation. The Fund may be particularly
well suited for taxpaying investors who can benefit from the minimization and deferral of federal income taxes that the Fund seeks
to provide.
The Fund’s NAV and distribution rate will vary and may
be affected by numerous factors, including changes in stock prices, option premiums, market interest rates, dividend rates and
other factors. An investment in the Fund may not be appropriate for all investors. There is no assurance that the Fund will achieve
its investment objectives.
Eaton Vance Tax-Managed Global Diversified Equity Income Fund
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Prospectus dated February 19, 2021
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This Prospectus, together with any applicable Prospectus Supplement,
sets forth concisely information you should know before investing in the shares of the Fund. Please read and retain this Prospectus
for future reference. A Statement of Additional Information (“SAI”) dated February 19, 2021, has been filed with the
SEC and is incorporated by reference into this Prospectus. You may request a free copy of the SAI, the table of contents of which
is on page 58 of this Prospectus, a free copy of our annual and semi-annual reports to shareholders (when available), obtain other
information or make shareholder inquiries, by calling toll-free 1-800-262-1122 or by writing to the Fund at Two International Place,
Boston, Massachusetts 02110. The Fund’s SAI and annual and semi-annual reports also are available free of charge on our website
at http://www.eatonvance.com and on the SEC’s website (http://www.sec.gov). You may obtain these documents, after paying
a duplication fee, by electronic request at the following email address: publicinfo@sec.gov.
The Fund’s shares do not represent a deposit or obligation
of, and are not guaranteed or endorsed by, any bank or other insured depository institution, and are not federally insured by the
Federal Deposit Insurance Corporation, the Federal Reserve Board or any other government agency.
The Fund is not sponsored, endorsed, sold or promoted by any
index sponsor. No index sponsor has passed on the legality or suitability of, or the accuracy or adequacy of, descriptions and
disclosures relating to the Fund. No index sponsor has made any representation or warranty, express or implied, to the Common Shareholders
of the Fund or any member of the public regarding the advisability of investing in securities generally or in the Fund particularly,
or the ability of any index to track general stock market performance. The indices are determined, composed and calculated by the
respective index sponsors without regard to the Fund or its use of the indices for option writing. The index sponsors have no obligation
to take the needs of the Fund or its Common Shareholders into consideration in determining, composing or calculating the indices.
No index sponsor is responsible for or has participated in the determination of the timing of, price of, or number of Common Shares
of the Fund to be issued. No index sponsor has any liability in connection with the management, administration, marketing or trading
of the Fund.
The index sponsors do not guarantee the accuracy and/or uninterrupted
calculation of the indices or any data included therein. The index sponsors make no warranty, express or implied, as to results
to be obtained by the Fund, the Common Shareholders or any other person or entity from the use of the indices in the Fund’s
options writing program. In publishing the indices, the index sponsors make no express or implied warranties, and expressly disclaim
all warranties of merchantability or fitness for a particular purpose or use with respect to the indices or any data included therein.
Without limiting any of the foregoing, in no event shall an index sponsor have any liability for any lost profits or special, incidental,
punitive, indirect or consequential damages, even if notified of the possibility of such damages.
You should rely only on the information contained or incorporated
by reference in this Prospectus. The Fund has not authorized anyone to provide you with different information. The Fund is not
making an offer of these securities in any state where the offer is not permitted. You should not assume that the information contained
in this Prospectus is accurate as of any date other than the date on the front of this Prospectus.
Eaton Vance Tax-Managed Global Diversified Equity Income Fund
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Prospectus dated February 19, 2021
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Table of Contents
Prospectus Summary
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6
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Summary of Fund Expenses
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22
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Financial Highlights and Investment Performance
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23
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The Fund
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25
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Use of Proceeds
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26
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Investment Objectives, Policies and Risks
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26
|
Management of the Fund
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44
|
Plan of Distribution
|
46
|
Distributions
|
47
|
Federal Income Tax Matters
|
47
|
Dividend Reinvestment Plan
|
51
|
Description of Capital Structure
|
52
|
Custodian and Transfer Agent
|
56
|
Legal Matters
|
56
|
Reports to Shareholders
|
56
|
Independent Registered Public Accounting Firm
|
56
|
Additional Information
|
57
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Table of Contents for the Statement of Additional Information
|
58
|
The Fund’s Privacy Policy
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59
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Eaton Vance Tax-Managed Global Diversified Equity Income Fund
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Prospectus dated February 19, 2021
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CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS
This Prospectus, any accompanying Prospectus Supplement and the
SAI contain “forward-looking statements.” Forward-looking statements can be identified by the words “may,”
“will,” “intend,” “expect,” “estimate,” “continue,” “plan,”
“anticipate,” and similar terms and the negative of such terms. Such forward-looking statements may be contained in
this Prospectus as well as in any accompanying Prospectus Supplement. By their nature, all forward-looking statements involve risks
and uncertainties, and actual results could differ materially from those contemplated by the forward-looking statements. Several
factors that could materially affect our actual results are the performance of the portfolio of securities we hold, the price at
which our shares will trade in the public markets and other factors discussed in our periodic filings with the SEC.
Although we believe that the expectations expressed in our forward-looking
statements are reasonable, actual results could differ materially from those projected or assumed in our forward-looking statements.
Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and
are subject to inherent risks and uncertainties, such as those disclosed in the “Investment Objectives, Policies and Risks”
section of this Prospectus. All forward-looking statements contained or incorporated by reference in this Prospectus or any accompanying
Prospectus Supplement are made as of the date of this Prospectus or the accompanying Prospectus Supplement, as the case may be.
Except for our ongoing obligations under the federal securities laws, we do not intend, and we undertake no obligation, to update
any forward-looking statement. The forward-looking statements contained in this Prospectus, any accompanying prospectus supplement
and the SAI are excluded from the safe harbor protection provided by section 27A of the Securities Act of 1933, as amended (the
“1933 Act”).
Currently known risk factors that could cause actual results
to differ materially from our expectations include, but are not limited to, the factors described in the “Investment Objectives,
Policies and Risks” section of this Prospectus. We urge you to review carefully that section for a more detailed discussion
of the risks of an investment in our securities.
Prospectus dated February 19, 2021
Eaton Vance Tax-Managed Global Diversified Equity Income Fund
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5
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Prospectus dated February 19, 2021
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Prospectus Summary
The following summary is qualified in its entirety by reference
to the more detailed information included elsewhere in this Prospectus, in any related Prospectus Supplement, and in the SAI.
THE FUND
Eaton Vance Tax-Managed Global Diversified Equity Income Fund
(the ‘‘Fund’’) is a diversified, closed-end management investment company, which commenced operations on
February 23, 2007. The Fund seeks to provide current income and gains, with a secondary objective of capital appreciation. Investments
are based on Eaton Vance Management’s (“Eaton Vance” or the “Adviser”) and Eaton Vance Advisers International
Ltd.’s (“EVAIL” or the “Sub-Adviser”) internal research and management. An investment in the Fund
may not be appropriate for all investors.
THE OFFERING
The Fund may offer, from time to time, in one or more offerings
(each, an “Offering”), up to 45,429,518 of the Fund’s common shares of beneficial interest, $0.01 par value (“Common
Shares”), on terms to be determined at the time of the Offering. The Common Shares may be offered at prices and on terms
to be set forth in one or more Prospectus Supplements. You should read this Prospectus and the applicable Prospectus Supplement
carefully before you invest in Common Shares. Common Shares may be offered directly to one or more purchasers, through agents designated
from time to time by the Fund, or to or through underwriters or dealers. The Prospectus Supplement relating to the Offering will
identify any agents, underwriters or dealers involved in the offer or sale of Common Shares, and will set forth any applicable
offering price, sales load, fee, commission or discount arrangement between the Fund and its agents or underwriters, or among its
underwriters, or the basis upon which such amount may be calculated, net proceeds and use of proceeds, and the terms of any sale.
See “Plan of Distribution.” The Fund may not sell any of Common Shares through agents, underwriters or dealers without
delivery of a Prospectus Supplement describing the method and terms of the particular Offering of Common Shares.
INVESTMENT OBJECTIVES, POLICIES AND RISKS
The Fund’s primary investment objective is to provide current
income and gains, with a secondary objective of capital appreciation. In pursuing its investment objectives, the Fund will evaluate
returns on an after-tax basis, seeking to minimize and defer shareholder federal income taxes. There can be no assurance that the
Fund will achieve its investment objectives.
Under normal market conditions, the Fund’s investment program
consists of owning a diversified portfolio of domestic and foreign common stocks. The Fund seeks to earn high levels of tax-advantaged
income and gains by (1) emphasizing investments in stocks that pay dividends that qualify for favorable federal income tax treatment
and (2) writing (selling) stock index call options with respect to a portion of its common stock portfolio value. Call options
on broad-based stock indices generally will qualify for treatment as Section 1256 contracts as defined in the Internal Revenue
Code of 1986, as amended (the “Code”), on which capital gains and losses are generally treated as 60% long-term and
40% short-term, regardless of holding period.
Under normal market conditions, the Fund invests at least 80%
of its total assets in a combination of (1) dividend-paying domestic and foreign common stocks and (2) common stocks the value
of which is subject to covered written index call options. The Fund will emphasize investments in stocks that pay dividends that
qualify for federal income taxation at rates applicable to long-term capital gains, and will seek to enhance the level of tax-advantaged
dividend income it receives by engaging in dividend capture trading. In a dividend capture trade, the Fund sells a stock on or
shortly after the stock’s ex-dividend date and uses the sale proceeds to purchase one or more other stocks that are expected
to pay dividends before the next dividend payment on the stock being sold. Through this practice, the Fund may receive more dividend
payments over a given time period than if it held a single stock. By complying with applicable holding period and other requirements
while engaging in dividend capture trading, the Fund may enhance the level of tax-advantaged dividend income it receives. The use
of dividend capture trading strategies will expose the Fund to increased trading costs and potentially higher short-term gain or
loss. The Fund may use derivatives to manage exposure to certain sectors and/or markets in connection with its use of dividend
capture trading. The Fund may buy and sell equity index futures contracts for this purpose, but may also engage in other types
of derivatives to manage such exposures.
Under normal market conditions, the Fund invests (i) at least
40% of its total assets in securities of non-U.S. issuers, including issuers located in emerging market countries, unless market
conditions are not deemed favorable, in which case the Fund will invest at least 30% of its total assets in securities of non-U.S.
issuers, and (ii) in issuers located in at least five different countries (including the United States). Issuers will be considered
to be located outside the United States if domiciled in and tied economically to one or more non-U.S. countries, irrespective of
whether their securities trade in the
Eaton Vance Tax-Managed Global Diversified Equity Income Fund
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Prospectus dated February 19, 2021
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United States. The Fund’s
investments in non-U.S. companies may include securities evidenced by American Depositary Receipts (“ADRs”), Global
Depositary Receipts (“GDRs”) and European Depositary Receipts (“EDRs”). The Fund may invest up to 10% of
its total assets in securities of emerging market issuers. The Fund expects that its assets will normally be invested across a
broad range of industries and market sectors. The Fund may not invest 25% or more of its total assets in the securities of issuers
in any single industry. The Fund may invest a portion of its assets in stocks of mid-capitalization companies. Eaton Vance generally
considers mid-capitalization companies to be those companies having market capitalizations within the range of capitalizations
for the S&P MidCap 400®
Index (the “S&P MidCap 400®”).
As of January 31, 2021, the median market capitalization of companies in the S&P MidCap 400®
was approximately $4.7 billion.
The Fund writes call options on broad-based domestic, foreign
country and/or regional stock indices that the Adviser believes collectively approximate the characteristics of its common stock
portfolio (or that portion of its portfolio against which options are written) and that present attractive opportunities to earn
options premiums. The Fund writes call options on the S&P 500®
Index (the “S&P 500®”)
and at least one broad-based foreign stock index, and may also write call options on other domestic and foreign stock indices.
Over time, the indices on which the Fund writes call options may vary as a result of changes in the availability and liquidity
of various listed index options, changes in stock portfolio holdings, the Adviser’s evaluation of equity market conditions
and other factors. Writing index call options involves a tradeoff between the option premiums received and reduced participation
in potential future stock price appreciation. Due to tax considerations, the Fund intends to limit the overlap between its stock
holdings (and any subset thereof) and each index on which it has outstanding options positions to less than 70% on an ongoing basis.
The Fund’s stock holdings will normally include stocks not included in the indices on which it writes call options.
The Fund generally sells index call options that are exchange-listed
and “European style,” meaning that the options may be exercised only on the expiration date of the option. To implement
its options program most effectively, the Fund may also sell index options that trade in the over-the-counter (“OTC”)
markets. Index options differ from options on individual securities in that index options (i) typically are settled in cash rather
than by delivery of securities and (ii) reflect price fluctuations in a group of securities or segments of the securities market
rather than price fluctuations in a single security.
As the seller of index call options, the Fund will receive cash
(the premiums) from option purchasers. The purchaser of an index call option has the right to any appreciation in the value of
the applicable index over a fixed price (the exercise price) as of a specified date in the future (the option valuation date).
Generally, the Fund sells call options that are slightly “out-of-the-money” (i.e., the exercise price generally will
be slightly above the current level of the applicable index when the option is sold). The Fund may also sell index options that
are more substantially “out-of-the-money.” Such options that are more substantially “out-of-the-money”
provide greater potential for the Fund to realize capital appreciation, but generally would pay a lower premium than options that
are slightly “out-of-the-money.” In writing index options, the Fund will, in effect, sell the potential appreciation
in the value of the applicable index above the exercise price in exchange for the option premium received. If, at expiration, an
index call option sold by the Fund is exercised, the Fund will pay the purchaser the difference between the cash value of the applicable
index and the exercise price of the option. The premium, the exercise price and the market value of the applicable index will determine
the gain or loss realized by the Fund as the seller of the index call option.
The Fund’s policy that, under normal market conditions,
the Fund invests at least 80% of its total assets in a combination of (1) dividend-paying domestic and foreign common stocks and
(2) common stocks the value of which is subject to covered written index call options is a non-fundamental policy that may be changed
by the Fund’s Board of Trustees (the “Board”) without Common Shareholder approval following the provision of
60 days’ prior written notice to Common Shareholders.
In implementing the Fund’s investment strategy, the Adviser
and Sub-Adviser employ a variety of techniques and strategies designed to minimize and defer the federal income taxes incurred
by Common Shareholders in connection with their investment in the Fund as described below.
During unusual market conditions, the Fund may invest up to 100%
of its assets in cash or cash equivalents temporarily, which may be inconsistent with its investment objectives, principal strategies
and other policies.
The S&P 500®
is an unmanaged index of 500 stocks maintained and published by S&P Global Ratings (“S&P”) that is market-capitalization
weighted and generally representative of the performance of larger stocks traded in the United States.
The Fund is not sponsored, endorsed, sold or promoted by
any index sponsor. No index sponsor has passed on the legality or suitability of, or the accuracy or adequacy of descriptions
and disclosures relating to the Fund. No index sponsor has made any representation or warranty, express or implied, to the
Common Shareholders of the Fund or any member of the public regarding the advisability of investing in securities generally
or in the Fund particularly, or the ability of any index to track general stock market performance. The indices are
determined, composed and calculated by the respective index sponsors without regard to the Fund or its use of the indices for
option writing. The index sponsors have no obligation to take the needs of the Fund or its Common Shareholders
into consideration in determining, composing or calculating the indices. No index sponsor is responsible for or has participated
in the determination of the timing of, price of, or number of Common Shares of the Fund to be issued. No index sponsor has any
liability in connection with the management, administration, marketing or trading of the Fund.
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The index sponsors do not guarantee the accuracy and/or uninterrupted
calculation of the indices or any data included therein. The index sponsors make no warranty, express or implied, as to results
to be obtained by the Fund, the Common Shareholders or any other person or entity from the use of the indices in the Fund’s
options writing program. In publishing the indices, the index sponsors make no express or implied warranties, and expressly disclaim
all warranties of merchantability or fitness for a particular purpose or use with respect to the indices or any data included therein.
Without limiting any of the foregoing, in no event shall an index sponsor have any liability for any lost profits or special, incidental,
punitive, indirect or consequential damages, even if notified of the possibility of such damages.
INVESTMENT STRATEGIES
Eaton Vance is responsible for managing the Fund’s overall
investment program and executing the Fund’s options strategy. Eaton Vance is also responsible for providing research support
to the Sub-Adviser and supervising the performance of the Sub-Adviser. The Sub-Adviser is responsible for structuring and managing
the Fund’s common stock portfolio, including tax-loss harvesting (i.e., periodically selling positions that have depreciated
in value to realize capital losses that can be used to offset capital gains realized by the Fund) and other tax-management techniques,
relying in part on the fundamental research and analytical judgments of Eaton Vance.
A team of Eaton Vance investment professionals is responsible
for the overall management of the Fund’s investments, including decisions about asset allocation and securities selection.
The portfolio managers utilize information provided by, and the expertise of, the Adviser’s research staff in making investment
decisions. Investment decisions are made primarily on the basis of fundamental research, which involves consideration of the various
company-specific and general business, economic and market factors that may influence the future performance of individual companies
and equity investments therein. The Adviser will also consider a variety of other factors in constructing and maintaining the Fund’s
stock portfolio, including, but not limited to, stock dividend yields and payment schedules, overlap between the Fund’s stock
holdings and the indices on which it has outstanding options positions, realization of tax-loss harvesting (i.e., periodically
selling positions that have depreciated in value to realize capital losses that can be used to offset capital gains realized by
the Fund) opportunities and other tax management considerations.
The Adviser believes that a strategy of owning a portfolio of
common stocks and selling covered call options (a “buy-write strategy”) with respect to a portion thereof can provide
current income and gains and attractive risk-adjusted returns. The Fund will sell only “covered” call options. An index
call option is considered covered if the Fund maintains assets determined to be liquid (in accordance with procedures established
by the Board) in an amount at least equal to the contract value of the index. An index call option also is covered if the Fund
holds a call on the same index as the call written where the exercise price of the call held is (i) equal to or less than the exercise
price of the call written, or (ii) greater than the exercise price of the call written, provided the difference is maintained by
the Fund in soft segregated assets determined to be liquid (in accordance with procedures established by the Board). Compared to
selling call options on individual stocks, the Adviser believes that selling index call options can achieve better tax and transactional
efficiency because listed options on broad-based securities indices generally qualify as Section 1256 contracts under the Code
subject to specialized tax treatment and because the markets for index options are generally deeper and more liquid than options
on individual stocks. Although the Fund generally writes stock index call options with respect to only a portion of its common
stock portfolio value, the Fund may in market circumstances deemed appropriate by the Adviser write covered index call options
on up to 100% of the value of its assets.
To avoid being subject to the “straddle rules” under
federal income tax law, the Fund intends to limit the overlap between its stock holdings (and any subset thereof) and each index
on which it has outstanding options positions to less than 70% on an ongoing basis. Under the “straddle rules,” “offsetting
positions with respect to personal property” generally are considered to be straddles. In general, investment positions will
be offsetting if there is a substantial diminution in the risk of loss from holding one position by reason of holding one or more
other positions. The Fund expects that the index call options it writes will not be considered straddles because its stock holdings
will be sufficiently dissimilar from the components of each index on which it has open call options positions under applicable
guidance established by the Internal Revenue Service (the “IRS”). Under certain circumstances, however, the Fund may
enter into options transactions or certain other investments that may constitute positions in a straddle. See “Federal Income
Tax Matters.”
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The Fund’s index option strategy is designed to produce
current cash flow from options premiums and to moderate the volatility of the Fund’s returns. This index option strategy
is of a hedging nature, and is not designed to speculate on equity market performance. The Adviser believes that the Fund’s
index option strategy moderates the volatility of the Fund’s returns because the option premiums received will help to mitigate
the impact of downward price movements in the stocks held by the Fund, while the Fund’s obligations under index calls written
constrains the Fund’s ability to participate in upward price movements in portfolio stocks.
The Fund expects normally to sell index call options on a portion
of its common stock portfolio value. The Adviser does not intend to sell index call options representing amounts, in the aggregate,
greater than the value of the Fund’s common stock portfolio (i.e., take a “naked” position). The Adviser generally
sells index call options that are exchange-listed and “European style,” meaning that the options may only be exercised
on the expiration date of the option. To implement its options program most effectively, the Fund may also sell index options that
trade in OTC markets. Exchange-traded index options are typically settled in cash and provide that the holder of the option has
the right to receive an amount of cash determined by the excess of the exercise-settlement value of the index over the exercise
price of the option. The exercise-settlement value is calculated based on opening sales prices of the component index stocks on
the option valuation date, which is the last business day before the expiration date.
Generally, the Adviser sells index call options that are slightly
“out-of-the-money,” meaning that option exercise prices generally are slightly above the current level of the index
at the time the options are written. The Fund may also sell index options that are more substantially “out-of-the-money.”
Such options that are more substantially “out-of-the-money” provide greater potential for the Fund to realize capital
appreciation on its portfolio stocks but generally would pay a lower premium than options that are slightly “out-of-the-money.”
The Adviser expects to follow a primary options strategy of selling index call options with a remaining maturity of between approximately
one and three months and maintaining its short call options positions until approximately their option valuation date, at which
time replacement call option positions with a remaining maturity within this range are written.
In implementing the Fund’s investment strategy, the Adviser
employs a variety of techniques and strategies designed to minimize and defer the federal income taxes incurred by Common Shareholders
in connection with their investment in the Fund. These include: (1) investing in stocks that pay dividends that qualify for federal
income taxation at rates applicable to long-term capital gains and complying with the holding period and other requirements for
favorable tax treatment; (2) selling index call options that qualify for treatment as Section 1256 contracts under the Code on
which capital gains and losses are generally treated as 60% long-term and 40% short-term, regardless of holding period; (3) limiting
the overlap between the Fund’s stock holdings (and any subset thereof) and each index on which it has outstanding options
positions to less than 70% on an ongoing basis so that the Fund’s stock holdings and index call options are not subject to
the “straddle rules;” (4) engaging in a systematic program of tax-loss harvesting in the Fund’s stock portfolio,
periodically selling stock positions that have depreciated in value to realize capital losses that can be used to offset capital
gains realized by the Fund; and (5) managing the sale of appreciated stock positions so as to minimize the Fund’s net realized
short-term capital gains in excess of net realized long-term capital losses. When an appreciated security is sold, the Fund intends
to select for sale the share lots resulting in the most favorable tax treatment, generally those with holding periods sufficient
to qualify for long-term capital gains treatment that have the highest cost basis.
The Fund intends to emphasize investments in stocks that pay
dividends that qualify for federal income taxation at rates applicable to long-term capital gains. The qualified dividend income
of individuals and other non-corporate taxpayers is taxed at long-term capital gain tax rates if certain holding period and other
requirements are met. Qualified dividends are dividends from domestic corporations and dividends from foreign corporations that
meet certain specified criteria. The Fund generally can pass the tax treatment of qualified dividend income it receives through
to Common Shareholders. For dividends the Fund receives to qualify for tax-advantaged treatment, the Fund must hold stock paying
qualified dividends for more than 60 days during the 121-day period beginning 60 days before the ex-dividend date (or more than
90 days during the associated 181-day period, in the case of certain preferred stocks). In addition, the Fund cannot be obligated
to make related payments (pursuant to a short sale or otherwise) with respect to positions in any security that is substantially
similar or related property with respect to such stock. Similar provisions apply to each Common Shareholder’s investment
in the Fund. In order for qualified dividend income paid by the Fund to a Common Shareholder to be taxable at long-term capital
gains rates, the Common Shareholder must hold his or her Fund shares for more than 60 days during the 121-day period surrounding
the ex-dividend date. The Fund’s investment program and the tax treatment of Fund distributions may be affected by IRS interpretations
of the Code and future changes in tax laws and regulations.
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The Fund may seek to enhance the level of tax-advantaged dividend
income it receives by engaging in dividend capture trading. In a dividend capture trade, the Fund sells a stock on or shortly after
the stock’s ex-dividend date and uses the sale proceeds to purchase one or more other stocks that are expected to pay dividends
before the next dividend payment on the stock being sold. Through this practice, the Fund may receive more dividend payments over
a given time period than if it held a single stock. In order for dividends received by the Fund to qualify for favorable tax treatment,
the Fund must comply with the holding period and other requirements set forth in the preceding paragraph. By complying with applicable
holding period and other requirements while engaging in dividend capture trading, the Fund may be able to enhance the level of
tax-advantaged dividend income it receives because it will receive more dividend payments qualifying for favorable treatment during
the same time period than if it simply held its portfolio stocks. The use of dividend capture trading strategies will expose the
Fund to increased trading costs and potentially higher short-term gain or loss. The Fund may use derivatives to manage exposure
to certain sectors and/or markets in connection with its use of dividend capture trading. The Fund may buy and sell equity index
futures contracts for this purpose, but may also engage in other types of derivatives to manage such exposures.
Options on broad-based equity indices that trade on a national
securities exchange registered with the Securities and Exchange Commission (the “SEC”) or a domestic board of trade
designated as a contract market by the Commodity Futures Trading Commission generally qualify for treatment as Section 1256 contracts
under the Code. Options on broad-based equity indices that trade on other exchanges, boards of trade or markets designated by the
United States Secretary of Treasury also qualify for treatment as Section 1256 contracts under the Code. Because only a small number
of exchanges, boards and markets outside the United States have to date received the necessary designation, most foreign-traded
stock index options do not currently qualify for treatment as Section 1256 contracts under the Code. OTC options do not qualify
for treatment as Section 1256 contracts. In writing options on indices based upon foreign stocks, the Fund generally sells options
on broad-based foreign country and/or regional stock indices that are listed for trading in the United States or which otherwise
qualify as Section 1256 contracts under the Code. Options on foreign indices that are listed for trading in the United States or
which otherwise qualify as Section 1256 contracts under the Code may trade in substantially lower volumes and with substantially
wider bid-ask spreads than other options contracts on the same or similar indices that trade on other markets outside the United
States or in OTC markets. To implement its options program most effectively, the Fund may sell index options that do not qualify
as Section 1256 contracts under the Code, including OTC options. Gain or loss on index options not qualifying as Section 1256 contracts
under the Code would be realized upon disposition, lapse or settlement of the positions, and would generally be treated as short-term
gain or loss.
The foregoing policies relating to investments in common stocks
and options writing are the Fund’s primary investment policies. In addition to its primary investment policies, the Fund
may invest to a limited extent in other types of securities and engage in certain other investment practices. In addition to writing
index call options, the Fund may write call options on up to 20% of the value of its total assets on futures contracts based upon
broad-based securities indices. The Fund’s use of such options on index futures would be substantially similar to its use
of options directly on indices. The loss on derivative instruments (other than purchased options) may substantially exceed an investment
in these instruments. To seek to protect against price declines in securities holdings with large accumulated gains, the Fund may
use various hedging techniques (such as the purchase and sale of futures contracts on stocks and stock indices and options thereon,
equity swaps, covered short sales, forward sales of stocks and the purchase and sale of forward currency exchange contracts and
currency futures). By using these techniques rather than selling appreciated securities, the Fund can, within certain limitations,
reduce its exposure to price declines in the securities without currently realizing substantial capital gains under current federal
tax law. The Fund may also use derivatives for other purposes, such as hedging, to enhance return, or as a substitute for the purchase
or sale of securities or currencies. Other permitted derivatives include futures contracts on securities, non-equity indices and
currencies, options on futures contracts, equity and interest rate swaps, covered short sales, forward sales of stocks, and forward
currency exchange contracts. The Fund may invest in derivatives without limitation and use of derivatives may be extensive. As
a general matter, dividends received on hedged stock positions are characterized as ordinary income and are not eligible for favorable
tax treatment. Dividends received on securities with respect to which the Fund is obligated to make related payments (pursuant
to short sales or otherwise) are treated as fully taxable ordinary income (i.e., income other than tax-advantaged dividends). In
addition, use of derivatives may give rise to short-term capital gains and other income that would not qualify for favorable tax
treatment. See “Federal Income Tax Matters” and “Investment Objectives, Policies and Risks.”
LISTING
As of February 17, 2021, the Fund had 302,863,454 Common Shares
outstanding. The Fund’s Common Shares are traded on the New York Stock Exchange (“NYSE”) under the symbol “EXG.”
As of February 17, 2021, the last reported sale price of a Common Share of the Fund on the NYSE was $9.09. Common Shares offered
and sold pursuant to this Registration Statement will also be listed on the NYSE and trade under this symbol.
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INVESTMENT ADVISER, ADMINISTRATOR AND SUB-ADVISER
Eaton Vance, a wholly-owned subsidiary of Eaton Vance Corp.,
is the Fund’s investment adviser and administrator. As of December 31, 2020, Eaton Vance and its affiliates managed approximately
$583.1 billion of fund and separate account assets on behalf of clients, including approximately $154.9 billion in equity assets.
Eaton Vance has engaged EVAIL, an indirect, majority-owned subsidiary of Eaton Vance Corp., as a sub-adviser to the Fund. The Sub-Adviser
managed approximately $17.9 billion in assets as of October 31, 2020. Eaton Vance is responsible for managing the Fund’s
overall investment program and executing the Fund’s options strategy. Eaton Vance is also responsible for providing research
support to the Sub-Adviser and supervising the performance of the Sub-Adviser. The Sub-Adviser is responsible for structuring and
managing the Fund’s common stock portfolio, including tax-loss harvesting (i.e., periodically selling positions that have
depreciated in value to realize capital losses that can be used to offset capital gains realized by the Fund) and other tax-management
techniques, relying in part on the fundamental research and analytical judgments of Eaton Vance. See “Management of the Fund.”
PLAN OF DISTRIBUTION
The Fund may sell the Common Shares being offered under this
Prospectus in any one or more of the following ways: (i) directly to purchasers; (ii) through agents; (iii) to or through underwriters;
or (iv) through dealers. The Prospectus Supplement relating to the Offering will identify any agents, underwriters or dealers involved
in the offer or sale of Common Shares, and will set forth any applicable offering price, sales load, fee, commission or discount
arrangement between the Fund and its agents or underwriters, or among its underwriters, or the basis upon which such amount may
be calculated, net proceeds and use of proceeds, and the terms of any sale.
The Fund may distribute Common Shares from time to time in one
or more transactions at: (i) a fixed price or prices that may be changed; (ii) market prices prevailing at the time of sale; (iii)
prices related to prevailing market prices; or (iv) negotiated prices; provided, however, that in each case the offering price
per Common Share (less any underwriting commission or discount) must equal or exceed the NAV per Common Share.
The Fund from time to time may offer its Common Shares through
or to certain broker-dealers, including UBS Securities LLC, that have entered into selected dealer agreements relating to at-the-market
offerings.
The Fund may directly solicit offers to purchase Common Shares,
or the Fund may designate agents to solicit such offers. The Fund will, in a Prospectus Supplement relating to such Offering, name
any agent that could be viewed as an underwriter under the 1933 Act, and describe any commissions the Fund must pay to such agent(s).
Any such agent will be acting on a reasonable best efforts basis for the period of its appointment or, if indicated in the applicable
Prospectus Supplement or other offering materials, on a firm commitment basis. Agents, dealers and underwriters may be customers
of, engage in transactions with, or perform services for the Fund in the ordinary course of business.
If any underwriters or agents are used in the sale of Common
Shares in respect of which this Prospectus is delivered, the Fund will enter into an underwriting agreement or other agreement
with them at the time of sale to them, and the Fund will set forth in the Prospectus Supplement relating to such Offering their
names and the terms of the Fund’s agreement with them.
If a dealer is utilized in the sale of Common Shares in respect
of which this Prospectus is delivered, the Fund will sell such Common Shares to the dealer, as principal. The dealer may then resell
such Common Shares to the public at varying prices to be determined by such dealer at the time of resale.
The Fund may engage in at-the-market offerings to or through
a market maker or into an existing trading market, on an exchange or otherwise, in accordance with Rule 415(a)(4) under the 1933
Act. An at-the-market offering may be through an underwriter or underwriters acting as principal or agent for the Fund.
Agents, underwriters and dealers may be entitled under agreements
which they may enter into with the Fund to indemnification by the Fund against certain civil liabilities, including liabilities
under the 1933 Act, and may be customers of, engage in transactions with or perform services for the Fund in the ordinary course
of business.
In order to facilitate the Offering of Common Shares, any underwriters
may engage in transactions that stabilize, maintain or otherwise affect the price of Common Shares or any other Common Shares the
prices of which may be used to determine payments on the Common Shares. Specifically, any underwriters may over-allot in connection
with the Offering, creating a short position for their own accounts. In addition, to cover over-allotments or to stabilize the
price of Common Shares or of any such other Common Shares, the underwriters may bid for, and purchase, Common Shares or any such
other Common Shares in the open market. Finally, in any Offering of Common Shares through a syndicate of underwriters, the underwriting
syndicate may reclaim selling concessions allowed to an underwriter or a dealer for distributing Common Shares in the Offering
if the syndicate repurchases previously distributed Common Shares in transactions to cover syndicate short positions, in stabilization
transactions or otherwise. Any of these activities may stabilize or maintain the market price of Common Shares above
independent market levels. Any such underwriters are not required to engage in these activities and may end any of these activities
at any time.
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The Fund may enter into derivative transactions with third parties,
or sell Common Shares not covered by this Prospectus to third parties in privately negotiated transactions. If the applicable Prospectus
Supplement indicates, in connection with those derivatives, the third parties may sell Common Shares covered by this Prospectus
and the applicable Prospectus Supplement or other offering materials, including in short sale transactions. If so, the third parties
may use Common Shares pledged by the Fund or borrowed from the Fund or others to settle those sales or to close out any related
open borrowings of securities, and may use Common Shares received from the Fund in settlement of those derivatives to close out
any related open borrowings of securities. The third parties in such sale transactions will be underwriters and, if not identified
in this Prospectus, will be identified in the applicable Prospectus Supplement or other offering materials (or a post-effective
amendment).
The maximum amount of compensation to be received by any member
of the Financial Industry Regulatory Authority, Inc. will not exceed 8% of the initial gross proceeds from the sale of any security
being sold with respect to each particular Offering of Common Shares made under a single Prospectus Supplement.
Any underwriter, agent or dealer utilized in the Offering of
Common Shares will not confirm sales to accounts over which it exercises discretionary authority without the prior specific written
approval of its customer.
DISTRIBUTIONS
Pursuant to an exemptive order issued by the Securities and Exchange
Commission (“Order”), the Fund is authorized to distribute long-term capital gains to shareholders more frequently
than once per year. Pursuant to the Order, the Fund’s Board of Trustees approved a Managed Distribution Plan (“MDP”)
pursuant to which the Fund makes monthly cash distributions to Common Shareholders, stated in terms of a fixed amount per common
share. Shareholders should not draw any conclusions about the Fund’s investment performance from the amount of these distributions
or from the terms of the MDP. The MDP is subject to regular periodic review by the Fund’s Board of Trustees and the Board
may amend or terminate the MDP at any time without prior notice to Fund shareholders. However, at this time there are no reasonably
foreseeable circumstances that might cause the termination of the MDP. The Fund may distribute more than its net investment income
and net realized capital gains and, therefore, a distribution may include a return of capital. A return of capital is treated as
a non-dividend distribution for tax purposes and is not subject to current tax. A return of capital reduces a shareholder’s
tax cost basis in fund shares. A return of capital distribution does not necessarily reflect the Fund’s investment performance
and should not be confused with “yield” or “income.” With each distribution, the Fund will issue a notice
to shareholders and a press release containing information about the amount and sources of the distribution and other related information.
The amounts and sources of distributions contained in the notice and press release are only estimates and are not provided for
tax purposes. The amounts and sources of the Fund’s distributions for tax purposes are reported to shareholders on Form 1099-DIV
for each calendar year.
Subject to its MDP, the Fund makes monthly distributions to Common
Shareholders sourced from the Fund’s cash available for distribution. “Cash available for distribution” consists
of the Fund’s dividends and interest income after payment of Fund expenses, net option premiums and net realized and unrealized
gains on stock investments. The Fund intends to distribute all or substantially all of its net realized capital gains. Distributions
are recorded on the ex-dividend date. Distributions to shareholders are determined in accordance with income tax regulations, which
may differ from U.S. GAAP. As required by U.S. GAAP, only distributions in excess of tax basis earnings and profits are reported
in the financial statements as a return of capital. Permanent differences between book and tax accounting relating to distributions
are reclassified to paid-in capital. For tax purposes, distributions from short-term capital gains are taxable to shareholders
as ordinary income. Distributions in any year may include a substantial return of capital component. The Fund’s distribution
rate may be adjusted from time-to-time. The Board may modify this distribution policy at any time without obtaining the approval
of Common Shareholders.
Common Shareholders will automatically have distributions reinvested
in additional Common Shares under the Fund’s dividend reinvestment plan unless they elect otherwise through their investment
dealer. See “Distributions” and “Dividend Reinvestment Plan.”
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DIVIDEND REINVESTMENT PLAN
The Fund has established a dividend reinvestment plan (the “Plan”).
Under the Plan, unless a Common Shareholder elects to receive distributions in cash, all distributions will be automatically reinvested
in additional Common Shares. American Stock Transfer & Trust Company, LLC (“AST” or the “Plan Agent”)
serves as agent for the Common Shareholders in administering the Plan. Common Shareholders who elect not to participate in the
Plan will receive all Fund distributions in cash paid by check mailed directly to the Common Shareholder of record (or, if the
Common Shares are held in street or other nominee name, then to the nominee) by AST, as disbursing agent. Participation in the
Plan is completely voluntary and may be terminated or resumed at any time without penalty by written notice if received by the
Plan Agent prior to any distribution record date. See “Dividend Reinvestment Plan.”
CLOSED-END STRUCTURE
Closed-end funds differ from open-end management investment companies
(commonly referred to as mutual funds) in that closed-end funds generally list their shares for trading on a securities exchange
and do not redeem their shares at the option of the shareholder. By comparison, mutual funds issue securities redeemable at NAV
at the option of the shareholder and typically engage in a continuous offering of their shares. Mutual funds are subject to continuous
asset in-flows and out-flows that can complicate portfolio management, whereas closed-end funds generally can stay more fully invested
in securities consistent with the closed-end fund’s investment objectives and policies. In addition, in comparison to open-end
funds, closed-end funds have greater flexibility in the employment of financial leverage and in the ability to make certain types
of investments, including investments in illiquid securities.
However, common shares of closed-end funds frequently trade at
a discount from their NAV. Since inception, the market price of the Common Shares has fluctuated and at times traded below the
Fund’s NAV, and at times has traded above NAV. In recognition of this possibility that the Common Shares might trade at a
discount to NAV and that any such discount may not be in the interest of Common Shareholders, the Fund’s Board, in consultation
with Eaton Vance, from time to time may review possible actions to reduce any such discount. The Board might consider open market
repurchases or tender offers for Common Shares at NAV. There can be no assurance that the Board will decide to undertake any of
these actions or that, if undertaken, such actions would result in the Common Shares trading at a price equal to or close to NAV
per Common Share. The Board might also consider the conversion of the Fund to an open-end mutual fund. The Board believes, however,
that the closed-end structure is desirable, given the Fund’s investment objectives and policies. Investors should assume,
therefore, that it is highly unlikely that the Board would vote to convert the Fund to an open-end investment company.
SPECIAL RISK CONSIDERATIONS
Risk is inherent in all investing. Investing in any investment
company security involves risk, including the risk that you may receive little or no return on your investment or you may lose
part or all of your investment.
Discount
From or Premium to NAV. The Offering is conducted only when Common Shares of the Fund are trading at a price equal to
or above the Fund’s NAV per Common Share plus the per Common Share amount of commissions. As with any security, the market
value of the Common Shares may increase or decrease from the amount initially paid for the Common Shares. The Fund’s Common
Shares have traded both at a premium and at a discount relative to NAV. The shares of closed-end management investment companies
frequently trade at a discount from their NAV. This is a risk separate and distinct from the risk that the Fund’s NAV may
decrease.
Secondary
Market for the Common Shares. The issuance of Common Shares through the Offering may have an adverse effect on the secondary
market for the Common Shares. The increase in the amount of the Fund’s outstanding Common Shares resulting from the Offering
may put downward pressure on the market price for the Common Shares of the Fund. Common Shares will not be issued pursuant to the
Offering at any time when Common Shares are trading at a price lower than a price equal to the Fund’s NAV per Common Share
plus the per Common Share amount of commissions.
The Fund also issues Common Shares of the Fund through its dividend
reinvestment plan. See “Dividend Reinvestment Plan.” Common Shares may be issued under the plan at a discount to the
market price for such Common Shares, which may put downward pressure on the market price for Common Shares of the Fund.
When the Common Shares are trading at a premium, the Fund may
also issue Common Shares of the Fund that are sold through transactions effected on the NYSE. The increase in the amount of the
Fund’s outstanding Common Shares resulting from that offering may also put downward pressure on the market price for the
Common Shares of the Fund.
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The voting power of current shareholders is diluted to the extent
that such shareholders do not purchase shares in any future Common Share offerings or do not purchase sufficient shares to maintain
their percentage interest. In addition, if the Adviser and Sub-Adviser are unable to invest the proceeds of such offering as intended,
the Fund’s per share distribution may decrease (or may consist of return of capital) and the Fund may not participate in
market advances to the same extent as if such proceeds were fully invested as planned.
Investment
and Market Risk. An investment in Common Shares is subject to investment risk, including the possible loss of the entire
principal amount invested. An investment in Common Shares represents an indirect investment in the securities owned by the Fund,
which are generally traded on a securities exchange or in the over-the-counter markets. The value of these securities, like other
market investments, may move up or down, sometimes rapidly and unpredictably. Because the Fund normally sells stock index call
options on a portion of its common stock portfolio value, the Fund’s appreciation potential from equity market performance
is more limited than if the Fund did not engage in selling stock index call options. The Common Shares at any point in time may
be worth less than the original investment, even after taking into account any reinvestment of distributions.
Market
Risk. The value of investments held by the Fund may increase
or decrease in response to economic, political and financial events (whether real, expected or perceived) in the U.S. and global
markets. The frequency and magnitude of such changes in value cannot be predicted. Certain securities and other investments held
by the Fund may experience increased volatility, illiquidity, or other potentially adverse effects in reaction to changing market
conditions. Actions taken by the U.S. Federal Reserve or foreign central banks to stimulate or stabilize economic growth, such
as decreases or increases in short-term interest rates, could cause high volatility in markets. No active trading market may exist
for certain investments, which may impair the ability of the Fund to sell or to realize the current valuation of such investments
in the event of the need to liquidate such assets. Fixed-income markets may experience periods of relatively high volatility in
an environment where U.S. treasury yields are rising.
Issuer
Risk. The value of securities held by the Fund may decline for a number of reasons that directly relate to the issuer,
such as management performance, financial leverage and reduced demand for the issuer’s goods and services.
Equity
Risk. Under normal market conditions, the Fund’s investment program consists of owning a diversified portfolio
of domestic and foreign common stocks. Therefore, a principal risk of investing in the Fund is equity risk. Equity risk is the
risk that the value of securities held by the Fund will fluctuate or fall due to general market or economic conditions, perceptions
regarding the industries in which the issuers of securities held by the Fund participate, and the particular circumstances and
performance of companies whose securities the Fund holds. Although common stocks have historically generated higher average returns
than fixed-income securities over the long term, common stocks also have experienced significantly more volatility in returns.
An adverse event, such as an unfavorable earnings report, may depress the value of equity securities of an issuer held by the Fund;
the price of common stock of an issuer may be particularly sensitive to general movements in the stock market; or a drop in the
stock market may depress the price of most or all of the common stocks held by the Fund. In addition, common stock of an issuer
in the Fund’s portfolio may decline in price if the issuer fails to make anticipated dividend payments because, among other
possible reasons, the issuer of the security experiences a decline in its financial condition. Common stocks in which the Fund
invests are structurally subordinated to preferred stocks, bonds and other debt instruments in a company’s capital structure,
in terms of priority to corporate income, and therefore is subject to greater dividend risk than preferred stocks or debt instruments
of such issuers. Finally, common stock prices may be sensitive to rising interest rates, as the costs of capital rise and borrowing
costs increase.
Risks
of Investing in Smaller and Mid-Sized Companies. The Fund
may make investments in stocks of companies whose market capitalization is considered middle sized or “mid-cap.” Smaller
and mid-sized companies often are newer or less established companies than larger capitalization companies. Investments in smaller
and mid-sized companies carry additional risks because earnings of these companies tend to be less predictable; they often have
limited product lines, markets, distribution channels or financial resources; and the management of such companies may be dependent
upon one or a few key people. The market movements of equity securities of smaller and mid-sized companies may be more abrupt or
erratic than the market movements of equity securities of larger, more established companies or the stock market in general. Historically,
smaller and mid-sized companies have sometimes gone through extended periods when they did not perform as well as larger companies.
In addition, equity securities of smaller and mid-sized companies generally are less liquid than those of larger companies. This
means that the Fund could have greater difficulty selling such securities at the time and price that the Fund would like.
Risk
of Selling Index Call Options. Under normal market conditions, a portion of the Fund’s common stock portfolio
value is subject to written index call options. The purchaser of an index call option has the right to any appreciation in the
value of the index over the exercise price of the call option as of the valuation date of the option. Because their exercise is
settled in cash, sellers of index call options such as the Fund cannot provide in advance for their potential settlement obligations
by acquiring and holding the underlying securities. The Fund intends to mitigate the risks of its options
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activities by writing options on broad-based domestic, foreign
country and/or regional stock indices that the Adviser believes collectively approximate the characteristics of the Fund’s
common stock portfolio (or that portion of its portfolio against which options are written). The Fund will not, however, hold stocks
that fully replicate the indices on which it writes call options. Due to tax considerations, the Fund intends to limit the overlap
between its stock holdings (and any subset thereof) and each index on which it has outstanding options positions to less than 70%
on an ongoing basis. The Fund’s stock holdings will normally include stocks not included in the indices on which it writes
call options. Consequently, the Fund bears the risk that the performance of its stock portfolio will vary from the performance
of the indices on which it writes call options. For example, with respect to the portion of its stock portfolio against which S&P
500® index
call options have been written, the Fund will suffer a loss if the S&P 500®
appreciates above the exercise price of the options written while the associated securities held by the Fund fail to appreciate
as much or decline in value over the life of the written option. Index options written by the Fund is priced on a daily basis.
Their value is affected primarily by changes in the prices and dividend rates of the underlying common stocks in such index, changes
in actual or perceived volatility of such index and the remaining time to the options’ expiration. The trading price of index
call options will also be affected by liquidity considerations and the balance of purchase and sale orders.
A decision as to whether, when and how to use options involves
the exercise of skill and judgment, and even a well-conceived and well-executed options program may be adversely affected by market
behavior or unexpected events. As the writer of index call options, the Fund will forgo, during the option’s life, the opportunity
to profit from increases in the value of the applicable index above the sum of the option premium received and the exercise price
of the call option, but retains the risk of loss, minus the option premium received, should the value of the applicable index decline.
When a call option is exercised, the Fund is required to deliver an amount of cash determined by the excess of the value of the
applicable index at contract termination over the exercise price of the option. Thus, the exercise of index call options sold by
the Fund may require the Fund to sell portfolio securities to generate cash at inopportune times or for unattractive prices.
To the extent that the Fund writes options on indices based upon
foreign stocks, the Fund generally sells options on broad-based foreign country and/or regional stock indices that are listed for
trading in the United States or which otherwise qualify as Section 1256 contracts under the Code. Options on foreign indices that
are listed for trading in the United States or which otherwise qualify as Section 1256 contracts under the Code may trade in substantially
lower volumes and with substantially wider bid-ask spreads than other options contracts on the same or similar indices that trade
on other markets outside the United States or in OTC markets. To implement its options program most effectively, the Fund may sell
index options that do not qualify as Section 1256 contracts under the Code, including OTC options. Gain or loss on index options
not qualifying as Section 1256 contracts under the Code would be realized upon disposition, lapse or settlement of the positions
and would be treated as short-term gain or loss.
The trading price of options may be adversely affected if the
market for such options becomes less liquid or smaller. The Fund may close out a call option by buying the option instead of letting
it expire or be exercised. There can be no assurance that a liquid market will exist when the Fund seeks to close out a call option
position by buying the option. Reasons for the absence of a liquid secondary market on an exchange include the following: (i) there
may be insufficient trading interest in certain options; (ii) restrictions may be imposed by an exchange on opening transactions
or closing transactions or both; (iii) trading halts, suspensions or other restrictions may be imposed with respect to particular
classes or series of options; (iv) unusual or unforeseen circumstances may interrupt normal operations on an exchange; (v) the
facilities of an exchange or the Options Clearing Corporation (the “OCC”) may not at all times be adequate to handle
current trading volume; or (vi) one or more exchanges could, for economic or other reasons, decide or be compelled to discontinue
the trading of options (or a particular class or series of options) at some future date. If trading were discontinued, the secondary
market on that exchange (or in that class or series of options) would cease to exist. However, outstanding options on that exchange
that had been issued by the OCC as a result of trades on that exchange would continue to be exercisable in accordance with their
terms.
The hours of trading for options may not conform to the hours
during which common stocks held by the Fund are traded. To the extent that the options markets close before the markets for securities,
significant price and rate movements can take place in the securities markets that would not be reflected concurrently in the options
markets. Index call options are marked to market daily and their value is affected by changes in the value and dividend rates of
the securities represented in the underlying index, changes in interest rates, changes in the actual or perceived volatility of
the associated index and the remaining time to the options’ expiration, as well as trading conditions in the options market.
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To implement its options program most effectively, the Fund may
sell index options that trade in OTC markets. Participants in these markets are typically not subject to the same credit evaluation
and regulatory oversight as members of “exchange based” markets. By engaging in index option transactions in these
markets, the Fund may take credit risk with regard to parties with which it trades and also may bear the risk of settlement default.
These risks may differ materially from those involved in exchange-traded transactions, which generally are characterized by clearing
organization guarantees, daily marking-to-market and settlement, and segregation and minimum capital requirements applicable to
intermediaries. Transactions entered into directly between two counterparties generally do not benefit from these protections,
which may subject the Fund to the risk that a counterparty will not settle a transaction in accordance with agreed terms and conditions
because of a dispute over the terms of the contract or because of a credit or liquidity problem. Such “counterparty risk”
is increased for contracts with longer maturities when events may intervene to prevent settlement. The ability of the Fund to transact
business with any one or any number of counterparties, the lack of any independent evaluation of the counterparties or their financial
capabilities, and the absence of a regulated market to facilitate a settlement, may increase the potential for losses to the Fund.
Tax
Risk. Reference is made to “Federal Income Tax Matters” for an explanation
of the federal income tax consequences and attendant risks of investing in the Fund. Although the Fund seeks to minimize and defer
the federal income taxes incurred by Common Shareholders in connection with their investment in the Fund, there can be no assurance
that it will be successful in this regard. The tax treatment and characterization of the Fund’s distributions may change
over time due to changes in the Fund’s mix of investment returns and changes in the federal tax laws, regulations and administrative
and judicial interpretations. The Fund’s investment program and the tax treatment of Fund distributions may be affected by
IRS interpretations of the Code and future changes in tax laws and regulations. Distributions paid on the Common Shares may be
characterized variously as non-qualified dividends (taxable at ordinary income rates), qualified dividends (generally taxable at
long-term capital gains rates), capital gains dividends (taxable at long-term capital gains rates) or return of capital (generally
not currently taxable). The ultimate tax characterization of the Fund’s distributions made in a calendar year may not finally
be determined until after the end of that calendar year. Distributions to a Common Shareholder that are return of capital are tax
free to the amount of the Common Shareholder’s current tax basis in his or her Common Shares, with any distribution amounts
exceeding such basis treated as capital gain on a deemed sale of Common Shares. Common Shareholders are required to reduce their
tax basis in Common Shares by the amount of tax-free return of capital distributions received, thereby increasing the amount of
capital gain (or decreasing the amount of capital loss) to be recognized upon a later disposition of the Common Shares. In order
for Fund distributions of qualified dividend income to be taxable at favorable long-term capital gains rates, a Common Shareholder
must meet certain prescribed holding period and other requirements with respect to his or her Common Shares. If positions held
by the Fund were treated as “straddles” for federal income tax purposes, dividends on such positions would not constitute
qualified dividend income subject to favorable income tax treatment. Gain or loss on positions in a straddle are subject to special
(and generally disadvantageous) rules as described under “Federal Income Tax Matters.”
Foreign
Security Risk. The value of foreign securities is affected by changes in currency rates, foreign tax laws (including
withholding tax), government policies (in this country or abroad), relations between nations and trading, settlement, custodial
and other operational risks. In addition, the costs of investing abroad (such as foreign brokerage costs, custodial expenses and
other fees) are generally higher than in the United States, and foreign securities markets may be less liquid, more volatile and
less subject to governmental supervision than markets in the United States. Foreign investments also could be affected by other
factors not present in the United States, including expropriation of assets, armed conflict, confiscatory taxation, lack of uniform
accounting and auditing standards, less publicly available financial and other information and potential difficulties in enforcing
contractual obligations or repatriating capital invested in foreign countries, and the imposition of economic sanctions. Settlements
of securities transactions in foreign countries are subject to risk of loss, may be delayed and are generally less frequent than
in the United States, which could affect the liquidity of the Fund’s assets. As an alternative to holding foreign-traded
securities, the Fund may invest in dollar-denominated securities of foreign companies that trade on United States exchanges or
in the United States over-the-counter market (including depositary receipts, which evidence ownership in underlying foreign securities).
Since the Fund may invest in securities denominated or quoted in currencies other than the United States dollar, the Fund may be
affected by changes in foreign currency exchange rates (and exchange control regulations) which affect the value of investments
held by the Fund and the accrued income and appreciation or depreciation of the investments in United States dollars. Changes in
foreign currency exchange rates relative to the United States dollar will affect the United States dollar value of the Fund’s
assets denominated in that currency and the Fund’s return on such assets as well as any temporary uninvested reserves in
bank deposits in foreign currencies. In addition, the Fund will incur costs in connection with conversions between various currencies.
Foreign securities may not be eligible for the reduced rate of taxation applicable to qualified dividend income.
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Because foreign companies may not be subject to accounting, auditing
and financial reporting standards, practices and requirements comparable to those applicable to United States companies, there
may be less or less reliable publicly available information about a foreign company than about a domestic company. There is generally
less government supervision and regulation of securities exchanges, broker-dealers and listed companies than in the United States.
Mail service between the United States and foreign countries may be slower or less reliable than within the United States, thus
increasing the risk of delayed settlements of portfolio transactions for, or loss of certificates of, portfolio securities. Payment
for securities before delivery may be required. In addition, with respect to certain foreign countries, there is the possibility
of expropriation or confiscatory taxation, political or social instability, or diplomatic developments that could adversely affect
investments in those countries. Moreover, individual foreign economies may differ favorably or unfavorably from the United States
economy in such respects as growth of gross national product, rate of inflation, capital reinvestment, resource self-sufficiency
and balance of payments position. Foreign securities markets, while growing in volume and sophistication, are generally not as
developed as those in the United States, and securities of some foreign issuers (particularly those located in developing countries)
may be less liquid and more volatile than securities of comparable United States companies. The risks of foreign investments described
above apply to an even greater extent to investments in emerging markets.
Political events in foreign countries may cause market disruptions.
In June 2016, the United Kingdom (“UK”) voted in a referendum to leave the European Union (“EU”) (“Brexit”).
Effective January 31, 2020, the UK ceased to be a member of the EU and, following a transition period during which the EU and the
UK Government engaged in a series of negotiations regarding the terms of the UK’s future relationship with the EU, the EU
and the UK Government signed an agreement on December 30, 2020 regarding the economic relationship between the UK and the EU. This
agreement became effective on a provisional basis on January 1, 2021. There remains significant market uncertainty regarding Brexit’s
ramifications, and the range and potential implications of the possible political, regulatory, economic, and market outcomes in
the UK, EU and beyond are difficult to predict. The end of the Brexit transition period may cause greater market volatility and
illiquidity, currency fluctuations, deterioration in economic activity, a decrease in business confidence, and an increased likelihood
of a recession in the UK. If one or more additional countries leave the EU or the EU dissolves, the world’s securities markets
likely will be significantly disrupted.
Emerging Market Security Risk. The
risks of foreign investments described above apply to an even greater extent to investments in emerging markets. The securities
markets of emerging countries are generally smaller, less developed, less liquid, and more volatile than the securities markets
of the United States and developed foreign markets. Disclosure and regulatory standards in many respects are less stringent than
in the United States and developed foreign markets. There also may be a lower level of monitoring and regulation of securities
markets in emerging market countries and the activities of investors in such markets and enforcement of existing regulations may
be limited. Many emerging countries have experienced substantial, and in some periods extremely high, rates of inflation for many
years. Inflation and rapid fluctuations in inflation rates have had and may continue to have very negative effects on the economies
and securities markets of certain emerging countries. Economies in emerging markets generally are heavily dependent upon international
trade and, accordingly, have been and may continue to be affected adversely by trade barriers, exchange controls, managed adjustments
in relative currency values, and other protectionist measures imposed or negotiated by the countries with which they trade. The
economies of these countries also have been and may continue to be adversely affected by economic conditions in the countries in
which they trade. The economies of countries with emerging markets may also be predominantly based on only a few industries or
dependent on revenues from particular commodities. In addition, custodial services and other costs relating to investment in foreign
markets may be more expensive in emerging markets than in many developed foreign markets, which could reduce the Fund’s income
from such securities.
In many cases, governments of emerging countries continue to
exercise significant control over their economies, and government actions relative to the economy, as well as economic developments
generally, may affect the Fund’s investments in those countries. In addition, there is a heightened possibility of expropriation
or confiscatory taxation, imposition of withholding taxes on dividend and interest payments, or other similar developments that
could affect investments in those countries. There can be no assurance that adverse political changes will not cause the Fund to
suffer a loss of any or all of its investments.
Foreign
Currency Transactions Risk. The value of foreign assets as measured in U.S. dollars may be affected favorably or unfavorably
by changes in foreign currency rates and exchange control regulations. Currency exchange rates can also be affected unpredictably
by intervention by U.S. or foreign governments or central banks, or the failure to intervene, or by currency controls or political
developments in the United States or abroad. The Fund may (but is not required to) engage in transactions to hedge against changes
in foreign currencies, and will use such hedging techniques when the Adviser deems appropriate. Foreign currency exchange transactions
may be conducted on a spot (i.e., cash) basis at the rate currently prevailing in the foreign currency exchange market, or through
entering into derivative currency transactions. Currency futures contracts are exchange-traded instruments similar in structure
to futures contracts on stocks and stock indices, but change in value to reflect the movements of a currency or basket of currencies
rather than a stock or stock index. Settlement is made in a designated currency. Changes in foreign
currency exchange rates relative to the U.S. dollar will affect the U.S. dollar value of the Fund’s assets denominated in
that currency and the Fund’s return on such assets as well as any temporary uninvested reserves in bank deposits in foreign
currencies. In addition, the Fund will incur costs in connection with conversions between various currencies.
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The Fund may attempt to protect against adverse changes in the
value of the U.S. dollar in relation to a foreign currency by entering into a forward contract for the purchase or sale of the
amount of foreign currency invested or to be invested, or by buying or selling a foreign currency option or futures contract for
such amount. Such strategies may be employed before the Fund purchases a foreign security traded in the currency which the Fund
anticipates acquiring or between the date the foreign security is purchased or sold and the date on which payment therefor is made
or received. Seeking to protect against a change in the value of a foreign currency in the foregoing manner does not eliminate
fluctuations in the prices of portfolio securities or prevent losses if the prices of such securities decline. Furthermore, such
transactions reduce or preclude the opportunity for gain if the value of the currency should move in the direction opposite to
the position taken. Adverse movements in hedged currencies may result in poorer overall performance for the Fund than if it had
not entered into such contracts. Forward foreign currency exchange contracts are individually negotiated and privately traded contracts
between currency traders and their customers. Such contracts may be used by the Fund when a security denominated in a foreign currency
is purchased or sold, or when the receipt in a foreign currency of dividend or interest payments on such a security is anticipated.
A forward contract can “lock in” the U.S. dollar price of the security or the U.S. dollar equivalent of such dividend
or interest payment, as the case may be. Additionally, when the Adviser believes that the currency of a particular foreign country
may suffer a substantial decline against the U.S. dollar, it may enter into a forward contract to sell, for a fixed amount of dollars,
the amount of foreign currency approximating the value of some or all of the securities held that are denominated in such foreign
currency. The precise matching of the forward contract amounts and the value of the securities involved will not generally be possible.
In addition, it may not be possible to hedge against long-term currency changes. Cross-hedging may be performed by using forward
contracts in one currency (or basket of currencies) to hedge against fluctuations in the value of securities denominated in a different
currency if the Adviser determines that there is a pattern of correlation between the two currencies (or the basket of currencies
and the underlying currency). Use of a different foreign currency magnifies exposure to foreign currency exchange rate fluctuations.
Forward contracts may also be used to shift exposure to foreign currency exchange rate changes from one currency to another. Short-term
hedging provides a means of fixing the dollar value of only a portion of portfolio assets. Income or gains earned on any of the
Fund’s foreign currency transactions generally will be treated as fully taxable income (i.e. income other than tax-advantaged
dividends).
Currency transactions are dependent upon the creditworthiness
of counterparties and subject to the risk of political and economic factors applicable to the countries issuing the underlying
currencies. Furthermore, unlike trading in most other types of instruments, there is no systematic reporting of last sale information
with respect to the foreign currencies underlying derivative currency transactions. As a result, available information may not
be complete. In an over-the-counter trading environment, there are generally no daily price fluctuation limits. There may be no
liquid secondary market to close out positions entered into until their exercise, expiration or maturity. There is also the risk
of default by, or the bankruptcy of, the financial institution serving as counterparty.
Currency
Risk. Since the Fund will invest in securities denominated or quoted in currencies other than the U.S. dollar, the Fund
will be affected by changes in foreign currency exchange rates (and exchange control regulations) which affect the value of investments
in the Fund and the accrued income and appreciation or depreciation of the investments in U.S. dollars. Changes in foreign currency
exchange rates relative to the U.S. dollar will affect the U.S. dollar value of the Fund’s assets denominated in that currency
and the Fund’s return on such assets as well as any temporary uninvested reserves in bank deposits in foreign currencies.
In addition, the Fund will incur costs in connection with conversions between various currencies.
The Fund may attempt to protect against adverse changes in
the value of the U.S. dollar in relation to a foreign currency by entering into a forward contract for the purchase or sale of
the amount of foreign currency invested or to be invested, or by buying or selling a foreign currency option or futures contract
for such amount. Such strategies may be employed before the Fund purchases a foreign security traded in the currency which the
Fund anticipates acquiring or between the date the foreign security is purchased or sold and the date on which payment therefor
is made or received. Seeking to protect against a change in the value of a foreign currency in the foregoing manner does not eliminate
fluctuations in the prices of portfolio securities or prevent losses if the prices of such securities decline. Furthermore, such
transactions reduce or preclude the opportunity for gain if the value of the currency should move in the direction opposite to
the position taken. Adverse movements in hedged currencies may result in poorer overall performance for the Fund than if it had
not entered into such contracts.
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Geographic
Risk. Because the Fund may, under certain market conditions, invest significantly in a particular geographic region
or country, the value of Fund shares may be affected by events that adversely affect that region or country and may fluctuate more
than that of a fund that has less exposure to such region or country.
Interest
Rate Risk. The premiums from writing index call options and amounts available for distribution from the Fund’s
options activity may decrease in declining interest rate environments. The value of the Fund’s common stock investments may
also be influenced by changes in interest rates. Higher yielding stocks and stocks of issuers whose businesses are substantially
affected by changes in interest rates may be particularly sensitive to interest rate risk.
Derivatives
Risk. In addition to writing index call options, the risks of which are described above, the Fund may also invest in
other derivatives for purposes, such as hedging, to enhance return, or as a substitute for the purchase or sale of securities or
currencies. Other permitted derivatives include futures contracts on securities, non-equity indices and currencies, options on
futures contracts, equity and interest rate swaps, covered short sales, forward sales of stocks, and forward currency exchange
contracts. The Fund may invest in derivatives without limitation and use of derivatives may be extensive. The use of derivatives
can lead to losses because of adverse movements in the price or value of the asset, index, rate or instrument underlying a derivative,
due to failure of a counterparty or due to tax or regulatory constraints. Derivatives may create investment leverage in the Fund,
which magnifies the Fund’s exposure to the underlying investment. Derivative risks may be more significant when they are
used to enhance return or as a substitute for a position or security, rather than solely to hedge the risk of a position or security
held by the Fund. Derivatives for hedging purposes may not reduce risk if they are not sufficiently correlated to the position
being hedged. A decision as to whether, when and how to use derivatives involves the exercise of specialized skill and judgment,
and even a well-conceived transaction may be unsuccessful to some degree because of market behavior or unexpected events. Changes
in the value of the derivative may not correlate perfectly with the underlying asset, rate or index, and the Fund could lose more
than the principal amount invested in derivatives. Derivative instruments traded in over-the-counter markets may be difficult to
value, may be illiquid, and may be subject to wide swings in valuation caused by changes in the value of the underlying instrument.
The loss on derivative transactions may substantially exceed the initial investment. As a general matter, dividends received on
hedged stock positions are characterized as ordinary income and are not eligible for favorable tax treatment. Dividends received
on securities with respect to which the Fund is obligated to make related payments (pursuant to short sales or otherwise) will
not constitute tax-advantaged dividend income and will be taxable as ordinary income. In addition, use of derivatives may give
rise to short-term capital gains and other income that would not qualify as tax-advantaged dividend income.
The U.S. and non-U.S. derivatives markets have undergone substantial
changes in recent years as a result of changes under the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank
Act”) in the United States and regulatory changes in Europe, Asia and other non-U.S. jurisdictions. In particular, the Dodd-Frank
Act and related regulations require many derivatives to be cleared and traded on an exchange, expand entity registration requirements,
impose business conduct requirements on counterparties, and impose other regulatory requirements that will continue to change derivatives
markets as regulations are implemented. As of October 28, 2020, the SEC has adopted new regulations that may significantly alter
a Fund’s regulatory obligations with regard to its derivatives usage. In particular, the new regulations will, upon implementation,
eliminate the current asset segregation framework for covering derivatives and certain other financial instruments, impose new
responsibilities on the Board and establish new reporting and recordkeeping requirements for a Fund and may, depending on the extent
to which a Fund uses derivatives, impose value at risk limitations on a Fund’s use of derivatives, and require the Fund’s
Board to adopt a derivative risk management program. The implementation of these requirements may limit the ability of a Fund to
use derivative instruments as part of its investment strategy, increase the costs of using these instruments or make them less
effective. Additional future regulation of the derivatives markets may make the use of derivatives more costly, may limit the availability
or reduce the liquidity of derivatives, and may impose limits or restrictions on the counterparties with which the Fund engages
in derivative transactions. Fund management cannot predict the effects of any new governmental regulation that may be implemented,
and there can be no assurance that any new government regulation will not adversely affect the Fund's performance or ability to
achieve its investment objective(s).
Counterparty
Risk. A financial institution or other counterparty with whom the Fund does business (such as trading or as a derivatives
counterparty), or that underwrites, distributes or guarantees any instruments that the Fund owns or is otherwise exposed to, may
decline in financial condition and become unable to honor its commitments. This could cause the value of Fund shares to decline
or could delay the return or delivery of collateral or other assets to the Fund. Counterparty risk is increased for contracts with
longer maturities.
Dividend Capture Trading Risk.
The use of dividend capture strategies will expose the Fund to higher portfolio turnover, increased trading costs and potential
for capital loss or gain, including short-term capital gain taxable as ordinary income, particularly in the event of significant
short-term price movements of stocks subject to dividend capture trading.
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Liquidity
Risk. The Fund may invest up to 15% of its total assets in securities for which there is no readily available trading
market or which are otherwise illiquid. The Fund may not be able to dispose readily of such investments at prices that approximate
those at which the Fund could sell such investments if they were more widely traded and, as a result of such illiquidity, the Fund
may have to sell other investments or engage in borrowing transactions if necessary to raise cash to meet its obligations. In addition,
the limited liquidity could affect the market price of the investments, thereby adversely affecting the Fund’s NAV and ability
to make dividend distributions. Limited liquidity can also affect the market price of securities, thereby adversely affecting the
Fund’s net asset value and ability to make dividend distributions. The financial markets in general have in recent years
experienced periods of extreme secondary market supply and demand imbalance, resulting in a loss of liquidity during which market
prices were suddenly and substantially below traditional measures of intrinsic value. During such periods, some securities could
be sold only at arbitrary prices and with substantial losses. Periods of such market dislocation may occur again at any time.
Inflation
Risk. Inflation risk is the risk that the purchasing power of assets or income from investments is worth less in the
future as inflation decreases the value of money. As inflation increases, the real value of the Common Shares and distributions
thereon can decline.
Market
Price of Common Shares. The Fund’s share price will fluctuate and, at the time of sale, shares may be worth more
or less than the original investment or the Fund’s then current NAV. The Fund cannot predict whether its shares will trade
at a price at, above or below its NAV. Shares of closed-end funds frequently trade at a discount to their NAV.
Financial
Leverage Risk. Although the Fund has no current intention to do so, the Fund is authorized and reserves the flexibility
to utilize leverage through the issuance of preferred shares and/or borrowings, including the issuance of debt securities. In the
event that the Fund determines in the future to utilize investment leverage, there can be no assurance that such a leveraging strategy
will be successful during any period in which it is employed. Leverage creates risks for Common Shareholders, including the likelihood
of greater volatility of NAV and market price of the Common Shares and the risk that fluctuations in distribution rates on any
preferred shares or fluctuations in borrowing costs may affect the return to Common Shareholders. To the extent the returns derived
from securities purchased with proceeds received from leverage exceeds the cost of leverage, the Fund’s distributions may
be greater than if leverage had not been used. Conversely, if the returns from the securities purchased with such proceeds are
not sufficient to cover the cost of leverage, the amount available for distribution to Common Shareholders will be less than if
leverage had not been used. In the latter case, Eaton Vance, in its best judgment, may nevertheless determine to maintain the Fund’s
leveraged position if it deems such action to be appropriate. The costs of an offering of preferred shares and/or a borrowing program
would be borne by Common Shareholders and consequently would result in a reduction of the NAV of Common Shares. In addition, the
fee paid to Eaton Vance is calculated on the basis of the Fund’s average daily gross assets, including proceeds from the
issuance of preferred shares and/or borrowings, so the fee is higher when leverage is utilized, which may create an incentive for
the Adviser to employ financial leverage. In this regard, holders of preferred shares do not bear the investment advisory fee.
Rather, Common Shareholders bear the portion of the investment advisory fee attributable to the assets purchased with the proceeds
of the preferred shares offering.
Management
Risk. The Fund is subject to management risk because it is actively managed. Eaton Vance, the Sub-Adviser and the individual
portfolio managers invest the assets of the Fund as they deem appropriate in implementing the Fund’s investment strategy.
Accordingly, the success of the Fund depends upon the investment skills and analytical abilities of Eaton Vance, the Sub-Adviser
and the individual portfolio managers to develop and effectively implement strategies that achieve the Fund’s investment
objectives. There is no assurance that Eaton Vance, the Sub-Adviser and the individual portfolio managers will be successful in
developing and implementing the Fund’s investment strategy. Subjective decisions made by Eaton Vance, the Sub-Adviser and
the individual portfolio managers may cause the Fund to incur losses or to miss profit opportunities.
Cybersecurity
Risk. With the increased use of technologies by Fund service providers to conduct business, such as the Internet, the
Fund is susceptible to operational, information security and related risks. The Fund relies on communications technology, systems,
and networks to engage with clients, employees, accounts, shareholders, and service providers, and a cyber incident may inhibit
the Fund’s ability to use these technologies. In general, cyber incidents can result from deliberate attacks or unintentional
events. Cyber attacks include, but are not limited to, gaining unauthorized access to digital systems (e.g., through “hacking”
or malicious software coding) for purposes of misappropriating assets or sensitive information, corrupting data, or causing operational
disruption. Cyber attacks may also be carried out in a manner that does not require gaining unauthorized access, such as causing
denial-of-service attacks on websites. A denial-of-service attack is an effort to make network services unavailable to intended
users, which could cause shareholders to lose access to their electronic accounts, potentially indefinitely. Employees and service
providers also may not be able to access electronic systems to perform critical duties for the Fund, such as trading and NAV calculation,
during a denial-of-service attack. There is also the possibility for systems failures due to malfunctions, user error and misconduct
by employees and agents, natural disasters, or other foreseeable and unforeseeable events.
Eaton Vance Tax-Managed Global Diversified Equity Income Fund
|
20
|
Prospectus dated February 19, 2021
|
Because technology is consistently changing, new ways to carry
out cyber attacks are always developing. Therefore, there is a chance that some risks have not been identified or prepared for,
or that an attack may not be detected, which puts limitations on the Fund's ability to plan for or respond to a cyber attack. Like
other Funds and business enterprises, the Fund and its service providers have experienced, and will continue to experience, cyber
incidents consistently. In addition to deliberate cyber attacks, unintentional cyber incidents can occur, such as the inadvertent
release of confidential information by the Fund or its service providers.
The Fund uses third party service providers who are also heavily
dependent on computers and technology for their operations. Cybersecurity failures or breaches by the Fund’s investment adviser
or administrator and other service providers (including, but not limited to, the custodian or transfer agent), and the issuers
of securities in which the Fund invests, may disrupt and otherwise adversely affect their business operations. This may result
in financial losses to the Fund, impede Fund trading, interfere with the Fund’s ability to calculate its NAV, or cause violations
of applicable privacy and other laws, regulatory fines, penalties, reputational damage, reimbursement or other compensation costs,
litigation costs, or additional compliance costs. While many of the Fund service providers have established business continuity
plans and risk management systems intended to identify and mitigate cyber attacks, there are inherent limitations in such plans
and systems including the possibility that certain risks have not been identified. The Fund cannot control the cybersecurity plans
and systems put in place by service providers to the Fund and issuers in which the Fund invests. The Fund and its shareholders
could be negatively impacted as a result.
Recent
Market Conditions. An outbreak of respiratory disease caused by a novel coronavirus was first detected in China in late
2019 and subsequently spread internationally. This coronavirus has resulted in closing borders, enhanced health screenings, changes
to healthcare service preparation and delivery, quarantines, cancellations, disruptions to supply chains and customer activity,
as well as general concern and uncertainty. The impact of this coronavirus may last for an extended period of time and result in
a substantial economic downturn. Health crises caused by outbreaks of disease, such as the coronavirus outbreak, may exacerbate
other pre-existing political, social and economic risks and disrupt normal market conditions and operations. The impact of this
outbreak has negatively affected the worldwide economy, as well as the economies of individual countries and industries, and could
continue to affect the market in significant and unforeseen ways. Other epidemics and pandemics that may arise in the future may
have similar effects. For example, a global pandemic or other widespread health crisis could cause substantial market volatility
and exchange trading suspensions and closures. In addition, the increasing interconnectedness of markets around the world may result
in many markets being affected by events or conditions in a single country or region or events affecting a single or small number
of issuers. The coronavirus outbreak and public and private sector responses thereto have led to large portions of the populations
of many countries working from home for indefinite periods of time, temporary or permanent layoffs, disruptions in supply chains,
and lack of availability of certain goods. The impact of such responses could adversely affect the information technology and operational
systems upon which the Fund and the Fund’s service providers rely, and could otherwise disrupt the ability of the employees
of the Fund’s service providers to perform critical tasks relating to the Fund. Any such impact could adversely affect the
Fund’s performance, or the performance of the securities in which the Fund invests and may lead to losses on your investment
in the Fund.
Market
Disruption. Global instability, war, geopolitical tensions and terrorist attacks in the United States and around the
world have previously resulted, and may continue to result in market volatility and may have long-term effects on the United States
and worldwide financial markets and may cause further economic uncertainties in the United States and worldwide. The Fund cannot
predict the effects of significant future events on the global economy and securities markets. A similar disruption of the financial
markets could impact interest rates, auctions, secondary trading, ratings, credit risk, inflation and other factors relating to
the Common Shares.
Anti-Takeover
Provisions. The Fund’s Agreement and Declaration of Trust (the “Declaration of Trust”) and Amended
and Restated By-Laws (the “By-Laws” and together with the Declaration of Trust, the “Organizational Documents”)
include provisions that could have the effect of limiting the ability of other persons or entities to acquire control of the Fund
or to change the composition of its Board. For example, pursuant to the Fund’s Declaration of Trust, the Fund Board is divided
into three classes of Trustees with each class serving for a three-year term and certain types of transactions require the favorable
vote of holders of at least 75% of the outstanding shares of the Fund. See “Description of Capital Structure - Certain Provisions
of the Organizational Documents - Anti-Takeover Provisions in the Organizational Documents.”
Eaton Vance Tax-Managed Global Diversified Equity Income Fund
|
21
|
Prospectus dated February 19, 2021
|
Summary of Fund Expenses
The purpose of the table below is to help you understand
all fees and expenses that you, as a Common Shareholder, would bear directly or indirectly. The table shows Fund expenses as a
percentage of net assets attributable to Common Shares for the year ended October 31, 2020.
Common Shareholder Transaction Expenses
|
|
Sales Load Paid By You (as a percentage of offering price)
|
--(1)
|
Offering Expenses (as a percentage of offering price)
|
None(2)
|
Dividend Reinvestment Plan Fees
|
$5.00(3)
|
|
|
Annual Expenses
|
Percentage of Net Assets
Attributable to Common Shares(4)
|
Investment Adviser Fee
|
0.99%(5)
|
Other Expenses
|
0.09%
|
Total Annual Fund Operating Expenses
|
1.08%
|
|
|
|
EXAMPLE
The following Example illustrates the expenses that Common
Shareholders would pay on a $1,000 investment in Common Shares, assuming (i) total annual expenses of 1.08% of net assets attributable
to Common Shares in years 1 through 10; (ii) a 5% annual return; and (iii) all distributions are reinvested at NAV:
1 Year
|
3 Years
|
5 Years
|
10 Years
|
$11
|
$34
|
$60
|
$132
|
The above table and example and the assumption in the example
of a 5% annual return are required by regulations of the SEC that are applicable to all investment companies; the assumed 5% annual
return is not a prediction of, and does not represent, the projected or actual performance of the Fund’s Common Shares. For
more complete descriptions of certain of the Fund’s costs and expenses, see “Management of the Fund.” In addition,
while the example assumes reinvestment of all dividends and distributions at NAV, participants in the Fund’s dividend reinvestment
plan may receive Common Shares purchased or issued at a price or value different from NAV. See “Distributions” and
“Dividend Reinvestment Plan.” The example does not include sales load or estimated offering costs, which would cause
the expenses shown in the example to increase.
The example should not be considered
a representation of past or future expenses, and the Fund’s actual expenses may be greater or less than those shown. Moreover,
the Fund’s actual rate of return may be greater or less than the hypothetical 5% return shown in the example.
|
(1)
|
If Common Shares are sold to or through underwriters, the Prospectus Supplement will set forth any applicable sales load.
|
|
(2)
|
The Adviser will pay the expenses of the Offering (other than the applicable commissions); therefore, Offering expenses are
not included in the Summary of Fund Expenses. Offering expenses generally include, but are not limited to, the preparation, review
and filing with the SEC of the Fund’s registration statement (including this Prospectus and the SAI), the preparation, review
and filing of any associated marketing or similar materials, costs associated with the printing, mailing or other distribution
of the Prospectus, SAI and/or marketing materials, associated filing fees, NYSE listing fees, and legal and auditing fees associated
with the Offering.
|
|
(3)
|
You will be charged a $5.00 service charge and pay brokerage charges if you direct the plan agent to sell your Common Shares
held in a dividend reinvestment account.
|
|
(4)
|
Stated as a percentage of average net assets attributable to Common Shares for the
period ended October 31, 2020.
|
|
(5)
|
The adviser fee paid by the Fund to the Adviser is based on the average daily gross
assets of the Fund, including all assets attributable to any form of investment leverage that the Fund may utilize. Accordingly,
if the Fund were to increase investment leverage in the future, the adviser fee will increase as a percentage of net assets.
|
Eaton Vance Tax-Managed Global Diversified Equity Income Fund
|
22
|
Prospectus dated February 19, 2021
|
Financial Highlights and Investment Performance
FINANCIAL HIGHLIGHTS
This table details the financial performance of the Common Shares,
including total return information showing how much an investment in the Fund has increased or decreased each period. This information
has been audited by Deloitte & Touche LLP, an independent registered public accounting firm. The report of Deloitte & Touche
LLP and the Fund’s financial statements are incorporated by reference and included in the Fund’s annual report, which
is available upon request.
Selected data for a Common Share outstanding during the periods
stated.
|
Year Ended October 31,
|
|
2020
|
2019
|
2018
|
2017
|
2016
|
Net asset value – Beginning of year
|
$ 8.700
|
$ 8.470
|
$ 9.400
|
$ 8.930
|
$ 9.920
|
Income (Loss) From Operations
|
|
|
|
|
|
Net investment income(1)
|
$ 0.047
|
$ 0.099
|
$ 0.085
|
$ 0.086
|
$ 0.198(2)
|
Net realized and unrealized gain (loss)
|
0.082
|
0.899
|
(0.103)
|
1.317
|
(0.212)
|
Total income (loss) from operations
|
$ 0.129
|
$ 0.998
|
$ (0.018)
|
$ 1.403
|
$ (0.014)
|
Less Distributions
|
|
|
|
|
|
From net investment income
|
$ (0.045)
|
$ (0.099)
|
$ (0.078)
|
$ (0.086)
|
$ (0.183)
|
Tax return of capital
|
(0.694)
|
(0.669)
|
(0.834)
|
(0.847)
|
(0.793)
|
Total distributions
|
$ (0.739)
|
$ (0.768)
|
$ (0.912)
|
$ (0.933)
|
$ (0.976)
|
Net asset value – End of year
|
$ 8.090
|
$ 8.700
|
$ 8.470
|
$ 9.400
|
$ 8.930
|
Market value – End of year
|
$ 7.130
|
$ 8.330
|
$ 8.490
|
$ 9.340
|
$ 8.270
|
Total Investment Return on Net Asset Value(5)
|
2.35%
|
12.85%
|
(0.51)%
|
16.88%
|
0.70%
|
Total Investment Return on Market Value(5)
|
(5.79)%
|
7.79%
|
0.36%
|
25.41%
|
1.22%
|
Ratios/Supplemental Data
|
|
|
|
|
|
Net assets, end of year (000’s omitted)
|
$ 2,449,271
|
$ 2,633,939
|
$ 2,563,917
|
$ 2,833,808
|
$ 2,692,688
|
Ratios (as a percentage of average daily net assets):
|
|
|
|
|
|
Expenses
|
1.08%
|
1.07%
|
1.07%
|
1.07%
|
1.08%
|
Net investment income
|
0.57%
|
1.18%
|
0.92%
|
0.93%
|
2.13%(2)
|
Portfolio Turnover
|
43%
|
39%
|
66%
|
65%
|
77%
|
(See
related footnotes.)
Eaton Vance Tax-Managed Global Diversified Equity Income Fund
|
23
|
Prospectus dated February 19, 2021
|
Financial Highlights (continued)
|
Year Ended October 31,
|
|
2015
|
2014
|
2013
|
2012
|
2011
|
Net asset value – Beginning of year
|
$ 10.610
|
$ 10.820
|
$ 10.240
|
$ 10.220
|
$ 11.610
|
Income (Loss) From Operations
|
|
|
|
|
|
Net investment income(1)
|
$ 0.127
|
$ 0.428(2)
|
$ 0.180
|
$ 0.193
|
$ 0.192
|
Net realized and unrealized gain (loss)
|
0.159
|
0.338(3)
|
1.451
|
0.871
|
(0.347)
|
Total income (loss) from operations
|
$ 0.286
|
$ 0.766
|
$ 1.631
|
$ 1.064
|
$ (0.155)
|
Less Distributions
|
|
|
|
|
|
From net investment income
|
$ (0.123)
|
$ (0.964)
|
$ (0.187)
|
$ (0.192)
|
$ (0.193)
|
From net realized gain
|
—
|
(0.012)
|
—
|
—
|
—
|
Tax return of capital
|
(0.853)
|
—
|
(0.870)
|
(0.865)
|
(1.042)
|
Total distributions
|
$ (0.976)
|
$ (0.976)
|
$ (1.057)
|
$ (1.057)
|
$ (1.235)
|
Anti-dilutive effect of share repurchase program(1)
|
$ —
|
$ 0.000(4)
|
$ 0.006
|
$ 0.013
|
$ —
|
Net asset value – End of year
|
$ 9.920
|
$ 10.610
|
$ 10.820
|
$ 10.240
|
$ 10.220
|
Market value – End of year
|
$ 9.140
|
$ 9.930
|
$ 9.880
|
$ 8.920
|
$ 8.650
|
Total Investment Return on Net Asset Value(5)
|
3.49%
|
7.93%(3)
|
18.21%
|
13.18%
|
(0.80)%
|
Total Investment Return on Market Value(5)
|
1.88%
|
10.63%
|
23.91%
|
16.49%
|
(11.63)%
|
Ratios/Supplemental Data
|
|
|
|
|
|
Net assets, end of year (000’s omitted)
|
$ 2,990,526
|
$ 3,198,333
|
$ 3,261,173
|
$ 3,100,273
|
$ 3,122,464
|
Ratios (as a percentage of average daily net assets):
|
|
|
|
|
|
Expenses(6)
|
1.07%
|
1.07%
|
1.07%
|
1.06%
|
1.05%
|
Net investment income
|
1.23%
|
3.93%(2)
|
1.73%
|
1.92%
|
1.72%
|
Portfolio Turnover
|
95%
|
210%
|
42%
|
21%
|
53%
|
|
(1)
|
Computed using average shares outstanding.
|
|
(2)
|
Net investment income per share includes special dividends which amounted to $0.100 and $0.265 per share for the years ended
October 31, 2016 and October 31, 2014, respectively. Excluding special dividends, the ratio of net investment income to average
daily net assets would have been 1.05% and 1.50% for the years ended October 31, 2016 and October 31, 2014, respectively.
|
|
(3)
|
During the year ended October 31, 2014, the Fund realized a gain on the disposal of investments which did not meet the Fund’s
investment guidelines. The gain was less than $0.01 per share and had no effect on total return for the year ended October 31,
2014.
|
|
(4)
|
Amount is less than $0.0005.
|
|
(5)
|
Returns are historical and are calculated by determining the percentage change in net asset value or market value with all
distributions reinvested. Distributions are assumed to be reinvested at prices obtained under the Fund’s dividend reinvestment
plan.
|
|
(6)
|
Excludes the effect of custody fee credits, if any, of less than 0.005%. Effective September 1, 2015, custody fee credits,
which were earned on cash deposit balances, were discontinued by the custodian.
|
Eaton Vance Tax-Managed Global Diversified Equity Income Fund
|
24
|
Prospectus dated February 19, 2021
|
TRADING AND NAV INFORMATION
The Fund’s Common Shares have traded both at a premium
and a discount to NAV. The Fund cannot predict whether its shares will trade in the future at a premium or discount to NAV. The
provisions of the 1940 Act generally require that the public offering price of Common Shares (less any underwriting commissions
and discounts) must equal or exceed the NAV per share of a company’s common stock (calculated within 48 hours of pricing).
The issuance of Common Shares may have an adverse effect on prices in the secondary market for the Fund’s Common Shares by
increasing the number of Common Shares available, which may put downward pressure on the market price for the Fund’s Common
Shares. Shares of common stock of closed-end investment companies frequently trade at a discount from their NAV. See “Risk
Considerations—Discount From or Premium to NAV”.
In addition, the Fund’s Board of Trustees has authorized
the Fund to repurchase up to 10% of its outstanding common shares as of the day of the prior calendar year-end at market prices
when shares are trading at a discount to net asset value. The share repurchase program does not obligate the Fund to purchase a
specific amount of shares. The results of the share repurchase program are disclosed in the Fund’s annual and semi-annual
reports to shareholders. See “Description of Capital Structure—Repurchase of Common Shares and Other Discount
Measures.”
The following table sets forth for each of the periods indicated
the high and low closing market prices for Common Shares on the NYSE, and the corresponding NAV per share and the premium or discount
to NAV per share at which the Fund’s Common Shares were trading as of such date.
|
|
Market Price
|
|
NAV per Share on Date of Market Price
|
|
NAV Premium/(Discount) on Date of Market Price
|
Fiscal Quarter Ended
|
|
High
|
Low
|
|
High
|
Low
|
|
High
|
Low
|
1/31/2021
|
|
$9.08
|
$7.22
|
|
$9.58
|
$8.20
|
|
(5.22)%
|
(11.95)%
|
10/31/2020
|
|
$7.96
|
$7.13
|
|
$8.76
|
$8.09
|
|
(9.13)%
|
(11.87)%
|
7/31/2020
|
|
$7.63
|
$6.66
|
|
$8.17
|
$7.38
|
|
(6.61)%
|
(9.76)%
|
4/30/2020
|
|
$9.17
|
$4.92
|
|
$9.30
|
$5.99
|
|
(1.40)%
|
(17.86)%
|
1/31/2020
|
|
$9.18
|
$8.38
|
|
$9.28
|
$8.79
|
|
(1.08)%
|
(4.66)%
|
10/31/2019
|
|
$8.50
|
$7.89
|
|
$8.67
|
$8.30
|
|
(1.96)%
|
(4.94)%
|
7/31/2019
|
|
$8.39
|
$7.68
|
|
$8.75
|
$8.25
|
|
(4.11)%
|
(6.91)%
|
4/30/2019
|
|
$8.35
|
$7.85
|
|
$8.70
|
$8.24
|
|
(4.02)%
|
(4.73)%
|
1/31/2019
|
|
$9.02
|
$7.05
|
|
$8.76
|
$7.41
|
|
2.97%
|
(4.86)%
|
The last reported sale price, NAV per share and percentage
premium/(discount) to NAV per share of the Common Shares as of February 17, 2021 were $9.09, $9.72 and (6.48)%, respectively.
The following table provides information about our outstanding
Common Shares as of February 17, 2021:
Title of Class
|
Amount Authorized
|
Amount Held by the Fund for its Account
|
Amount Outstanding
|
Common Shares
|
Unlimited
|
0
|
302,863,454
|
The Fund
The Fund is a diversified, closed-end management investment company
registered under the 1940 Act. The Fund was organized as a Massachusetts business trust on October 30, 2006 pursuant to an Agreement
and Declaration of Trust, as amended, governed by the laws of the Commonwealth of Massachusetts. The Fund’s principal office
is located at Two International Place, Boston, Massachusetts 02110, and its telephone number is 1-800-262-1122.
Eaton Vance Tax-Managed Global Diversified Equity Income Fund
|
25
|
Prospectus dated February 19, 2021
|
Use of Proceeds
Subject to the remainder of this section, and unless otherwise
specified in a Prospectus Supplement, the Fund intends to invest substantially all of the net proceeds of any sales of Common Shares
pursuant to this Prospectus in accordance with the Fund’s investment objectives and policies. The Fund anticipates that it
will be possible to invest the proceeds of the Offering consistent with the Fund’s investment objective and policies as soon
as practicable, but in no event, assuming normal market conditions, later than three months after the receipt thereof. Pending
such investment, the proceeds may be invested in short-term money market instruments, securities with remaining maturities of less
than one year, cash and/or cash equivalents. A delay in the anticipated use of proceeds could lower returns and reduce the Fund’s
distribution to Common Shareholders or result in a distribution consisting principally of a return of capital.
Investment Objectives, Policies and Risks
INVESTMENT OBJECTIVES
The Fund’s primary investment objective is to provide current
income and gains, with a secondary objective of capital appreciation. In pursuing its investment objectives, the Fund will evaluate
returns on an after-tax basis, seeking to minimize and defer shareholder federal income taxes. There can be no assurance that the
Fund will achieve its investment objectives.
Under normal market conditions, the Fund’s investment program
consists of owning a diversified portfolio of domestic and foreign common stocks. The Fund will seek to earn high levels of tax-advantaged
income and gains by (1) emphasizing investments in stocks that pay dividends that qualify for favorable federal income tax treatment
and (2) writing (selling) stock index call options with respect to a portion of its common stock portfolio value. Call options
on broad-based stock indices generally qualify for treatment as Section 1256 contracts as defined in the Internal Revenue Code
of 1986, as amended (the “Code”), on which capital gains and losses are generally treated as 60% long-term and 40%
short-term, regardless of holding period.
PRIMARY INVESTMENT POLICIES
General
Composition of the Fund. Under normal market conditions, the Fund invests at least 80% of its total assets in a combination
of (1) dividend-paying domestic and foreign common stocks and (2) common stocks the value of which is subject to covered written
index call options. The Fund will emphasize investments in stocks that pay dividends that qualify for federal income taxation at
rates applicable to long-term capital gains, and will seek to enhance the level of tax-advantaged dividend income it receives by
engaging in dividend capture trading. In a dividend capture trade, the Fund sells a stock on or shortly after the stock’s
ex-dividend date and uses the sale proceeds to purchase one or more other stocks that are expected to pay dividends before the
next dividend payment on the stock being sold. Through this practice, the Fund may receive more dividend payments over a given
time period than if it held a single stock. By complying with applicable holding period and other requirements while engaging in
dividend capture trading, the Fund may enhance the level of tax-advantaged dividend income it receives. The use of dividend capture
trading strategies will expose the Fund to increased trading costs and potentially higher short-term gain or loss. The Fund may
use derivatives to manage exposure to certain sectors and/or markets in connection with its use of dividend capture trading. The
Fund may buy and sell equity index futures contracts for this purpose, but may also engage in other types of derivatives to manage
such exposures.
Under normal market conditions, the Fund invests (i) at least
40% of its total assets in securities of non-U.S. issuers, including issuers located in emerging market countries, unless market
conditions are not deemed favorable, in which case the Fund will invest at least 30% of its total assets in securities of non-U.S.
issuers, and (ii) in issuers located in at least five different countries (including the United States). An issuer will be considered
to be located outside of the U.S. if domiciled in, derives a significant portion of its revenue from, or its primary trading venue
is outside of the U.S. The Fund’s investments in non-U.S companies may include securities evidenced by American Depositary
Receipts (“ADRs”), Global Depositary Receipts (“GDRs”) and European Depositary Receipts (“EDRs”).
The Fund may invest up to 10% of its total assets in securities of emerging market issuers. The Fund expects that its assets will
normally be invested across a broad range of industries and market sectors. The Fund may not invest 25% or more of its total assets
in the securities of issuers in any single industry. The Fund may invest a portion of its assets in stocks of mid-capitalization
companies. Eaton Vance generally considers mid-capitalization companies to be those companies having market capitalizations within
the range of capitalizations for the S&P MidCap 400®
Index (the “S&P MidCap 400®”).
As of January 31, 2021, the median market capitalization of companies in the S&P MidCap 400®
was approximately $4.7 billion.
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The Fund writes call options on broad-based domestic, foreign
country and/or regional stock indices that the Adviser believes collectively approximate the characteristics of its common stock
portfolio (or that portion of its portfolio against which options are written) and that present attractive opportunities to earn
options premiums. The Fund writes call options on the S&P 500®
Index (the “S&P 500®”)
and at least one broad-based foreign stock index, and may also write call options on other domestic and foreign stock indices.
Over time, the indices on which the Fund writes call options may vary as a result of changes in the availability and liquidity
of various listed index options, changes in stock portfolio holdings, the Adviser’s evaluation of equity market conditions
and other factors. Writing index call options involves a tradeoff between the option premiums received and reduced participation
in potential future stock price appreciation. Due to tax considerations, the Fund intends to limit the overlap between its stock
holdings (and any subset thereof) and each index on which it has outstanding options positions to less than 70% on an ongoing basis.
The Fund’s stock holdings normally include stocks not included in the indices on which it writes call options.
The Fund generally sells stock index call options that are exchange-listed
and “European style,” meaning that the options may be exercised only on the expiration date of the option. To implement
its options program most effectively, the Fund may also sell index options that trade in the over-the-counter (“OTC”)
markets. Index options differ from options on individual securities in that index options (i) typically are settled in cash rather
than by delivery of securities and (ii) reflect price fluctuations in a group of securities or segments of the securities market
rather than price fluctuations in a single security.
As the seller of index call options, the Fund will receive cash
(the premiums) from option purchasers. The purchaser of an index call option has the right to any appreciation in the value of
the applicable index over a fixed price (the exercise price) as of a specified date in the future (the option valuation date).
Generally, the Fund sells call options that are slightly “out-of-the-money” (i.e., the exercise price generally will
be slightly above the current level of the applicable index when the option is sold). The Fund may also sell index options that
are more substantially “out-of-the-money.” Such options that are more substantially “out-of-the-money”
provide greater potential for the Fund to realize capital appreciation, but generally would pay a lower premium than options that
are slightly “out-of-the-money.” In writing index options, the Fund, in effect, sells the potential appreciation in
the value of the applicable index above the exercise price in exchange for the option premium received. If, at expiration, an index
call option sold by the Fund is exercised, the Fund will pay the purchaser the difference between the cash value of the applicable
index and the exercise price of the option. The premium, the exercise price and the market value of the applicable index will determine
the gain or loss realized by the Fund as the seller of the index call option.
The Fund expects to maintain high turnover in index call options,
based on the Adviser’s intent to sell index call options on a portion of its stock portfolio value and roll forward its options
positions approximately every one to three months.
The Fund’s policy that, under normal market conditions,
the Fund invests at least 80% of its total assets in a combination of (1) dividend-paying domestic and foreign common stocks and
(2) common stocks the value of which is subject to covered written index call options is a non-fundamental policy that may be changed
by the Fund’s Board of Trustees (the “Board”) without Common Shareholder approval following the provision of
60 days’ prior written notice to Common Shareholders.
In implementing the Fund’s investment strategy, the Adviser
and Sub-Adviser employ a variety of techniques and strategies designed to minimize and defer the federal income taxes incurred
by shareholders in connection with their investment in the Fund as described below.
During unusual market conditions, the Fund may invest up to 100%
of its assets in cash or cash equivalents temporarily, which may be inconsistent with its investment objectives, principal strategies
and other policies.
The S&P 500®
is an unmanaged index of 500 stocks maintained and published by S&P that is market-capitalization weighted and generally representative
of the performance of larger stocks traded in the United States.
The Fund is not sponsored, endorsed, sold or promoted by any
index sponsor. No index sponsor has passed on the legality or suitability of, or the accuracy or adequacy of descriptions and disclosures
relating to the Fund. No index sponsor has made any representation or warranty, express or implied, to the Common Shareholders
of the Fund or any member of the public regarding the advisability of investing in securities generally or in the Fund particularly,
or the ability of any index to track general stock market performance. The indices are determined, composed and calculated by the
respective index sponsors without regard to the Fund or its use of the indices for option writing. The index sponsors have no obligation
to take the needs of the Fund or its Common Shareholders into consideration in determining, composing or calculating the indices.
No index sponsor is responsible for or has participated in the determination of the timing of, price of, or number of Common Shares
of the Fund to be issued. No index sponsor has any liability in connection with the management, administration, marketing or trading
of the Fund.
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The index sponsors do not guarantee the accuracy and/or uninterrupted
calculation of the indices or any data included therein. The index sponsors make no warranty, express or implied, as to results
to be obtained by the Fund, the Common Shareholders or any other person or entity from the use of the indices in the Fund’s
options writing program. In publishing the indices, the index sponsors make no express or implied warranties, and expressly disclaim
all warranties of merchantability or fitness for a particular purpose or use with respect to the indices or any data included therein.
Without limiting any of the foregoing, in no event shall an index sponsor have any liability for any lost profits or special, incidental,
punitive, indirect or consequential damages, even if notified of the possibility of such damages.
Investment
Strategy. Eaton Vance is responsible for managing the Fund’s overall investment program and executing the Fund’s
options strategy. Eaton Vance is also responsible for providing research support to the Sub-Adviser and supervising the performance
of the Sub-Adviser. The Sub-Adviser is responsible for structuring and managing the Fund’s common stock portfolio, including
tax-loss harvesting (i.e., periodically selling positions that have depreciated in value to realize capital losses that can be
used to offset capital gains realized by the Fund) and other tax-management techniques, relying in part on the fundamental research
and analytical judgments of Eaton Vance. See “Management of the Fund.”
A team of Eaton Vance investment professionals is responsible
for the overall management of the Fund’s investments, including decisions about asset allocation and securities selection.
The portfolio managers utilize information provided by, and the expertise of, the Adviser’s research staff in making investment
decisions. Investment decisions are made primarily on the basis of fundamental research, which involves consideration of the various
company-specific and general business, economic and market factors that may influence the future performance of individual companies
and equity investments therein. The Adviser and Sub-Adviser will also consider a variety of other factors in constructing and maintaining
the Fund’s stock portfolio, including, but not limited to, stock dividend yields and payment schedules, overlap between the
Fund’s stock holdings and the indices on which it has outstanding options positions, realization of tax-loss harvesting (i.e.,
periodically selling positions that have depreciated in value to realize capital losses that can be used to offset capital gains
realized by the Fund) opportunities and other tax management considerations.
The Adviser believes that a strategy of owning a portfolio of
common stocks and selling covered call options (a “buy-write strategy”) with respect to a portion thereof can provide
current income and gains and attractive risk-adjusted returns. Compared to selling call options on individual stocks, the Adviser
believes that selling index call options can achieve better tax and transactional efficiency because listed options on broad-based
securities indices generally qualify as Section 1256 contracts under the Code, subject to specialized tax treatment, and because
the markets for index options are generally deeper and more liquid than options on individual stocks. Although the Fund generally
writes stock index call options with respect to only a portion of its common stock portfolio value, the Fund may in market circumstances
deemed appropriate by the Adviser write covered index call options on up to 100% of the value of its assets.
To avoid being subject to the “straddle rules” under
federal income tax law, the Fund intends to limit the overlap between its stock holdings (and any subset thereof) and each index
on which it has outstanding options positions to less than 70% on an ongoing basis. Under the “straddle rules,” “offsetting
positions with respect to personal property” generally are considered to be straddles. In general, investment positions will
be offsetting if there is a substantial diminution in the risk of loss from holding one position by reason of holding one or more
other positions. The Fund expects that the index call options it writes will not be considered straddles because its stock holdings
will be sufficiently dissimilar from the components of each index on which it has open call options positions under applicable
guidance established by the IRS. Under certain circumstances, however, the Fund may enter into options transactions or certain
other investments that may constitute positions in a straddle.
The Fund’s index option strategy is designed to produce
current cash flow from option premiums and to moderate the volatility of the Fund’s returns. This index option strategy is
of a hedging nature, and is not designed to speculate on equity market performance. The Adviser believes that the Fund’s
index option strategy moderates the volatility of the Fund’s returns because the option premiums received will help to mitigate
the impact of downward price movements in the stocks held by the Fund, while the Fund’s obligations under index calls written
constrains the Fund’s ability to participate in upward price movements in portfolio stocks.
The Fund expects normally to sell index call options on a portion
of its common stock portfolio value. The Adviser does not intend to sell index call options representing amounts, in the aggregate,
greater than the value of the Fund’s common stock portfolio (i.e., take a “naked” position). The Adviser generally
sells index call options that are exchange-listed and “European style,” meaning that the options may only be exercised
on the expiration date of the option. Exchange-traded index options are typically settled in cash and provide that the holder of
the option has the right to receive an amount of cash determined by the excess of the exercise-settlement value of the index over
the exercise price of the option. The exercise-settlement value is calculated based on opening sales prices of the component index
stocks on the option valuation date, which is the last business day before the expiration date. Generally, the Adviser sells index
call options that are slightly “out-of-the-money,” meaning that option exercise prices generally will be slightly above
the current level of the index at the time the options are written. The Fund may also sell index options that are more substantially
“out-of-the-
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money.” Such options that are more substantially “out-of-the-money”
provide greater potential for the Fund to realize capital appreciation on its portfolio stocks but generally would pay a lower
premium than options that are slightly “out-of-the-money.” The Adviser expects to follow a options strategy of selling
index call options with a remaining maturity of between approximately one and three months and maintaining its short call options
positions until approximately their option valuation date, at which time replacement call option positions with a remaining maturity
within this range are written.
The foregoing policies relating to investments in common stocks
and options writing are the Fund’s primary investment policies. In addition to its primary investment policies, the Fund
may invest to a limited extent in other types of securities and engage in certain other investment practices. In addition to writing
index call options, the Fund may write call options on up to 20% of the value of its total assets on futures contracts based upon
broad-based securities indices. The Fund’s use of such options on index futures would be substantially similar to its use
of options directly on indices. The loss on derivative instruments (other than purchased options) may substantially exceed an investment
in these instruments. To seek to protect against price declines in securities holdings with large accumulated gains, the Fund may
use various hedging techniques (such as the purchase and sale of futures contracts on stocks and stock indices and options thereon,
equity swaps, covered short sales, forward sales of stocks and the purchase and sale of forward currency exchange contracts and
currency futures). By using these techniques rather than selling appreciated securities, the Fund can, within certain limitations,
reduce its exposure to price declines in the securities without currently realizing substantial capital gains under current federal
tax law. The Fund may also use derivatives for other purposes, such as hedging, to enhance return, or as a substitute for the purchase
or sale of securities or currencies. Other permitted derivatives include futures contracts on securities, non-equity indices and
currencies, options on futures contracts, equity and interest rate swaps, covered short sales, forward sales of stocks, and forward
currency exchange contracts. The Fund may invest in derivatives without limitation and use of derivatives may be extensive.
Tax-Managed
Investing. Taxes are a major influence on the net after-tax returns that investors receive on their taxable investments.
There are five potential sources of returns for a Common Shareholder: (1) appreciation or depreciation in the value of the Common
Shares; (2) distributions of qualified dividend income; (3) distributions of other investment income and net short-term capital
gains; (4) distributions of long-term capital gains (and long-term capital gains retained by the Fund); and (5) distributions of
return of capital. These different sources of investment returns are subject to widely varying federal income tax treatment. Distributions
of other investment income (i.e., non-qualified dividend income) and net realized short-term gains are taxed currently as ordinary
income, at rates as high as 37%. Distributions of qualified dividend income and net realized long-term gains (whether distributed
or retained by the Fund) are taxed currently at rates up to 20% for individuals and other non-corporate taxpayers (provided in
the case of qualified dividend income that certain holding period and other requirements are met). Generally, return from unrealized
appreciation and depreciation in the value of Common Shares and distributions characterized as return of capital are not taxable
until the Common Shareholder sells his or her Common Shares. Upon sale, a capital gain or loss equal to the difference between
the amount realized on the sale and the Common Shareholder’s adjusted tax basis is realized. Capital gain is considered long-term
and is taxed at rates up to 20% for individuals and other non-corporate taxpayers if the Common Shareholder has held his or her
shares more than one year. Otherwise, capital gain is considered short-term and is taxed at rates up to 37%. The after-tax returns
achieved by a Common Shareholder will be substantially influenced by the mix of different types of returns subject to varying federal
income tax treatment.
In implementing the Fund’s investment strategy, the Adviser
employs a variety of techniques and strategies designed to minimize and defer the federal income taxes incurred by Common Shareholders
in connection with their investment in the Fund. These include: (1) investing in stocks that pay dividends that qualify for federal
income taxation at rates applicable to long-term capital gains and complying with the holding period and other requirements for
favorable tax treatment; (2) selling index call options that qualify for treatment as Section 1256 contracts under the Code, on
which capital gains and losses are generally treated as 60% long-term and 40% short-term, regardless of holding period; (3) limiting
the overlap between the Fund’s stock holdings (and any subset thereof) and each index on which it has outstanding options
positions to less than 70% on an ongoing basis so that the Fund’s stock holdings and index call options are not subject to
the “straddle rules;” (4) engaging in a systematic program of tax-loss harvesting in the Fund’s stock portfolio,
periodically selling stock positions that have depreciated in value to realize capital losses that can be used to offset capital
gains realized by the Fund; and (5) managing the sale of appreciated stock positions so as to minimize the Fund’s net realized
short-term capital gains in excess of net realized long-term capital losses. When an appreciated security is sold, the Fund intends
to select for sale the share lots resulting in the most favorable tax treatment, generally those with holding periods sufficient
to qualify for long-term capital gains treatment that have the highest cost basis.
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The Fund intends to emphasize investments in stocks that pay
dividends that qualify for federal income taxation at rates applicable to long-term capital gains. The qualified dividend income
of individuals and other non-corporate taxpayers is taxed at long-term capital gain tax rates if certain holding period and other
requirements are met. Qualified dividends are dividends from domestic corporations and dividends from foreign corporations that
meet certain specified criteria. The Fund generally can pass the tax treatment of qualified dividend income it receives through
to Common Shareholders. For dividends the Fund receives to qualify for tax-advantaged treatment, the Fund must hold stock paying
qualified dividends for more than 60 days during the 121-day period beginning 60 days before the ex-dividend date (or more than
90 days during the associated 181-day period, in the case of certain preferred stocks). In addition, the Fund cannot be obligated
to make related payments (pursuant to a short sale or otherwise) with respect to positions in any security that is substantially
similar or related property with respect to such stock. Similar provisions apply to each Common Shareholder’s investment
in the Fund. In order for qualified dividend income paid by the Fund to a Common Shareholder to be taxable at long-term capital
gains rates, the Common Shareholder must hold his or her Fund shares for more than 60 days during the 121-day period surrounding
the ex-dividend date. The Fund’s investment program and the tax treatment of Fund distributions may be affected by IRS interpretations
of the Code and future changes in tax laws and regulations.
The Fund will seek to enhance the level of tax-advantaged dividend
income it receives by engaging in dividend capture trading. In a dividend capture trade, the Fund sells a stock on or shortly after
the stock’s ex-dividend date and uses the sale proceeds to purchase one or more other stocks that are expected to pay dividends
before the next dividend payment on the stock being sold. Through this practice, the Fund may receive more dividend payments over
a given time period than if it held a single stock. In order for dividends received by the Fund to qualify for favorable tax treatment,
the Fund must comply with the holding period and other requirements set forth in the preceding paragraph. By complying with applicable
holding period and other requirements while engaging in dividend capture trading, the Fund may be able to enhance the level of
tax-advantaged dividend income it receives because it will receive more dividend payments qualifying for favorable treatment during
the same time period than if it simply held its portfolio stocks. The use of dividend capture trading strategies will expose the
Fund to increased trading costs and potentially higher short-term gain or loss. The Fund may use derivatives to manage exposure
to certain sectors and/or markets in connection with its use of dividend capture trading. The Fund may buy and sell equity index
futures contracts for this purpose, but may also engage in other types of derivatives to manage such exposures.
Options on broad-based equity indices that trade on a national
securities exchange registered with the Securities and Exchange Commission (the “SEC”) or a domestic board of trade
designated as a contract market by the Commodity Futures Trading Commission generally will qualify for treatment as Section 1256
contracts. Options on broad-based equity indices that trade on other exchanges, boards of trade or markets designated by the United
States Secretary of Treasury also qualify for treatment as Section 1256 contracts. Because only a small number of exchanges, boards
and markets outside the United States have to date received the necessary designation, most foreign-traded stock index options
do not currently qualify for treatment as Section 1256 contracts. In writing options on indices based upon foreign stocks, the
Fund generally sells options on broad-based foreign country and/or regional stock indices that are listed for trading in the United
States or which otherwise qualify as Section 1256 contracts. Options on foreign indices that are listed for trading in the United
States or which otherwise qualify as Section 1256 contracts under the Code may trade in substantially lower volumes and with substantially
wider bid-ask spreads than other options contracts on the same or similar indices that trade on other markets outside the United
States. To implement its options program most effectively, the Fund may sell index options that do not qualify as Section 1256
contracts. Gain or loss on index options not qualifying as Section 1256 contracts under the Code would be realized upon disposition,
lapse or settlement of the positions, and would be treated as short-term gain or loss.
To seek to protect against price declines in securities holdings
with large accumulated gains, the Fund may use various hedging techniques (such as the sale of futures contracts on stocks and
stock indices and options thereon, equity swaps, covered short sales, and forward sales of stocks). By using these techniques rather
than selling appreciated securities, the Fund can, within certain limitations, reduce its exposure to price declines in the securities
without currently realizing substantial capital gains under current federal tax law. The Fund may also use derivatives for other
purposes, such as hedging, to enhance return, or as a substitute for the purchase or sale of securities or currencies. As a general
matter, dividends received on hedged stock positions are characterized as ordinary income and are not eligible for favorable tax
treatment. Dividends received on securities with respect to which the Fund is obligated to make related payments (pursuant to short
sales or otherwise) are treated as fully taxable ordinary income (i.e., income other than tax-advantaged qualified dividend income).
In addition, use of derivatives may give rise to short-term capital gains and other income that would not qualify for favorable
tax treatment. The loss on derivative instruments (other than purchased options) may substantially exceed an investment in these
instruments.
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Common
Stocks. Under normal market conditions, the Fund’s investment program consists of owning a diversified portfolio
of common stocks. Common stock represents an equity ownership interest in the issuing corporation. Holders of common stock generally
have voting rights in the issuer and are entitled to receive common stock dividends when, as and if declared by the corporation’s
board of directors. Common stock normally occupies the most subordinated position in an issuer’s capital structure. Returns
on common stock investments consist of any dividends received plus the amount of appreciation or depreciation in the value of the
stock.
Although common stocks have historically generated higher average
returns than fixed-income securities over the long term and particularly during periods of high or rising concerns about inflation,
common stocks also have experienced significantly more volatility in returns and may not maintain their real value during inflationary
periods. An adverse event, such as an unfavorable earnings report, may depress the value of a particular common stock held by the
Fund. Also, the prices of common stocks are sensitive to general movements in the stock market and a drop in the stock market may
depress the price of common stocks to which the Fund has exposure. Common stock prices fluctuate for many reasons, including changes
in investors’ perceptions of the financial condition of an issuer or the general condition of the relevant stock market,
or when political or economic events affecting the issuer occur. In addition, common stock prices may be sensitive to rising interest
rates as the costs of capital rise and borrowing costs increase.
Foreign
Securities. The value of foreign securities is affected by changes in currency rates, foreign tax laws (including withholding
tax), government policies (in this country or abroad), relations between nations and trading, settlement, custodial and other operational
risks. In addition, the costs of investing abroad are generally higher than in the United States, and foreign securities markets
may be less liquid, more volatile and less subject to governmental supervision than markets in the United States. Foreign investments
also could be affected by other factors not present in the United States, including expropriation, armed conflict, confiscatory
taxation, lack of uniform accounting and auditing standards, less publicly available financial and other information and potential
difficulties in enforcing contractual obligations. As an alternative to holding foreign-traded securities, the Fund may invest
in dollar-denominated securities of foreign companies that trade on U.S. exchanges or in the U.S. over-the-counter market (including
depositary receipts, which evidence ownership in underlying foreign securities). Dividends received with respect to stock of a
foreign corporation may qualify for the reduced rates of federal income taxation applicable to qualified dividend income only if
such corporation satisfies the requirements to be a “qualified foreign corporation.”
Because foreign companies may not be subject to accounting, auditing
and financial reporting standards, practices and requirements comparable to those applicable to U.S. companies, there may be less
or less reliable publicly available information about a foreign company than about a domestic company. There is generally less
government supervision and regulation of securities exchanges, broker-dealers and listed companies than in the United States. Mail
service between the United States and foreign countries may be slower or less reliable than within the United States, thus increasing
the risk of delayed settlements of portfolio transactions or loss of certificates for portfolio securities. Payment for securities
before delivery may be required. In addition, with respect to certain foreign countries, there is the possibility of expropriation
or confiscatory taxation, political or social instability, or diplomatic developments, which could affect investments in those
countries. Moreover, individual foreign economies may differ favorably or unfavorably from the U.S. economy in such respects as
growth of gross national product, rate of inflation, capital reinvestment, resource self-sufficiency and balance of payments position.
Foreign securities markets, while growing in volume and sophistication, are generally not as developed as those in the United States,
and securities of some foreign issuers (particularly those located in developing countries) may be less liquid and more volatile
than securities of comparable U.S. companies.
The Fund may invest in ADRs, EDRs and GDRs, which are certificates
evidencing ownership of shares of foreign issuers and are alternatives to purchasing directly the underlying foreign securities
in their national markets and currencies. However, they continue to be subject to many of the risks associated with investing directly
in foreign securities. These risks include foreign exchange risk as well as the political and economic risks of the underlying
issuer’s country. ADRs, EDRs and GDRs may be sponsored or unsponsored. Unsponsored receipts are established without the participation
of the issuer. Unsponsored receipts may involve higher expenses, they may not pass through voting or other shareholder rights,
and may be less liquid than sponsored receipts.
Emerging
Markets. The risks of foreign investments described above apply to an even greater extent to investments in emerging
markets. The securities markets of emerging market countries are generally smaller, less developed, less liquid and more volatile
than the securities markets of the United States and developed foreign markets. Disclosure and regulatory standards in many respects
are less stringent than in the United States and developed foreign markets. There also may be a lower level of monitoring and regulation
of securities markets in emerging market countries, and enforcement of existing regulations may be limited. Many emerging market
countries have experienced substantial, and in some periods extremely high, rates of inflation for many years. Inflation and rapid
fluctuations in inflation rates have had and may continue to have very negative effects on the economies and securities markets
of certain emerging market countries. Economies in emerging markets generally are heavily dependent upon international trade and,
accordingly, have been and may continue to be affected adversely by trade barriers, exchange controls, managed adjustments in
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relative currency values, and other protectionist measures imposed
or negotiated by the countries with which they trade. The economies of these countries also have been and may continue to be adversely
affected by economic conditions in the countries in which they trade. The economies of countries with emerging markets may also
be predominantly based on only a few industries or dependent on revenues from particular commodities. In addition, custodial services
and other costs relating to investment in foreign markets may be more expensive in emerging markets than in many developed foreign
markets, which could reduce the Fund’s income from such securities.
Index
Options Generally. The Fund will pursue its objectives in part by writing (selling) stock index call options with respect
to a portion of its common stock portfolio value. The Fund generally sells index options that are exchange-listed and “European
style,” meaning that the options may be exercised only on the expiration date of the option. Index options differ from options
on individual securities in that index options (i) typically are settled in cash rather than by delivery of securities (meaning
the exercise of an index option does not involve the actual purchase or sale of securities) and (ii) reflect price fluctuations
in a group of securities or segments of the securities market rather than price fluctuations in a single security.
United States listed options contracts are originated and
standardized by the Options Clearing Corporation (the “OCC”). In the United States, the Fund generally sells index
call options that are issued, guaranteed and cleared by the OCC. The Fund may also sell index call options in the United States
and outside the United States that are not issued, guaranteed or cleared by the OCC, including OTC options. The Adviser believes
that there exists sufficient liquidity in the index options markets to fulfill the Fund’s requirements to implement its strategy.
To implement its options program most effectively, the Fund may
sell index options that trade in OTC markets. Participants in these markets are typically not subject to the same credit evaluation
and regulatory oversight as members of “exchange based” markets. By engaging in index option transactions in these
markets, the Fund may take credit risk with regard to parties with which it trades and also may bear the risk of settlement default.
These risks may differ materially from those involved in exchange-traded transactions, which generally are characterized by clearing
organization guarantees, daily marking-to-market and settlement, and segregation and minimum capital requirements applicable to
intermediaries. Transactions entered into directly between two counterparties generally do not benefit from these protections,
which may subject the Fund to the risk that a counterparty will not settle a transaction in accordance with agreed terms and conditions
because of a dispute over the terms of the contract or because of a credit or liquidity problem. Such “counterparty risk”
is increased for contracts with longer maturities when events may intervene to prevent settlement. The ability of the Fund to transact
business with any one or any number of counterparties, the lack of any independent evaluation of the counterparties or their financial
capabilities, and the absence of a regulated market to facilitate a settlement, may increase the potential for losses to the Fund.
Selling
Index Call Options. The Fund’s index option strategy is designed to produce current cash flow from options premiums
and to moderate the volatility of the Fund’s returns. This index option strategy is of a hedging nature, and is not designed
to speculate on equity market performance.
As the seller of index call options, the Fund will receive cash
(the premium) from the purchasers thereof. The purchaser of an index option has the right to any appreciation in the value of the
applicable index over a fixed price (the exercise price) as of a specified date in the future (the option valuation date). Generally,
the Fund sells index call options that are slightly “out-of-the-money” (i.e., the exercise price generally will be
slightly above the current level of the applicable index when the option is sold). The Fund may also sell index options that are
more substantially “out-of-the-money.” Such options that are more substantially “out-of-the-money” provide
greater potential for the Fund to realize capital appreciation on its portfolio stocks but generally would pay a lower premium
than options that are slightly “out-of-the-money.” When it writes index call options, the Fund will, in effect, sell
the potential appreciation in the value of the applicable index above the exercise price in exchange for the option premium received.
If, at expiration, an index call option sold by the Fund is exercised, the Fund will pay the purchaser the difference between the
cash value of the applicable index and the exercise price of the option. The premium, the exercise price and the market value of
the applicable index will determine the gain or loss realized by the Fund as the seller of the index call option.
Prior to expiration, the Fund may close an option position by
making an offsetting market purchase of identical option contracts (same type, underlying index, exercise price and expiration).
The cost of closing transactions and payments in settlement of exercised options will reduce the net option premiums available
for distribution to Common Shareholders by the Fund. The reduction in net option premiums due to a rise in stock prices should
generally be offset, at least in part, by appreciation in the value of common stocks held and by the opportunity to realize higher
premium income from selling new index options at higher exercise prices.
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In certain extraordinary market circumstances, to limit the risk
of loss on the Fund’s index option strategy, the Fund may enter into “spread” transactions by purchasing index
call options with higher exercise prices than those of index call options written. The Fund will only engage in such transactions
when Eaton Vance and the Sub-Adviser believe that certain extraordinary events temporarily have depressed equity prices and substantial
short-term appreciation of such prices is expected. By engaging in spread transactions in such circumstances the Fund will reduce
the limitation imposed on its ability to participate in such recovering equity markets that exist if the Fund only writes index
call options. The premiums paid to purchase such call options are expected to be lower than the premiums earned from the call options
written at lower exercise prices. However, the payment of these premiums will reduce amounts available for distribution from the
Fund’s option activity.
The Fund will sell only “covered” call options. An
index call option is considered covered if the Fund maintains with its custodian assets determined to be liquid (in accordance
with procedures established by the Board) in an amount at least equal to the contract value of the index. An index call option
also is covered if the Fund holds a call on the same index as the call written where the exercise price of the call held is (i)
equal to or less than the exercise price of the call written, or (ii) greater than the exercise price of the call written, provided
the difference is maintained by the Fund in segregated assets determined to be liquid (in accordance with procedures established
by the Board).
If an option written by the Fund expires unexercised, the Fund
realizes on the expiration date a capital gain equal to the premium received by the Fund at the time the option was written. If
an option written by the Fund is exercised, the Fund realizes on the expiration date a capital gain if the cash payment made by
the Fund upon exercise is less than the premium received from writing the option and a capital loss if the cash payment made is
more than the premium received. If a written option is repurchased, the Fund realizes upon the closing purchase transaction a capital
gain if the cost of repurchasing the option is less than the premium received from writing the option and a capital loss if the
cost of repurchasing the option is more than the premium received.
For written index options that qualify as Section 1256 contracts,
the Fund’s gains and losses thereon generally will be treated as 60% long-term and 40% short-term capital gain or loss, regardless
of holding period. In addition, the Fund generally will be required to “mark to market” (i.e., treat as sold for fair
market value) each outstanding index option position at the close of each taxable year (and on October 31 of each year for excise
tax purposes) and to adjust the amount of gain or loss subsequently realized to reflect the marking to market. Gain or loss on
index options not qualifying as Section 1256 contracts under the Code would be realized upon disposition, lapse or exercise of
the positions and would be treated as short-term gain or loss.
The principal factors affecting the market value of an option
contract include supply and demand in the options market, interest rates, the current market price of the underlying index in relation
to the exercise price of the option, the actual or perceived volatility associated with the underlying index, and the time remaining
until the expiration date. The premium received for an option written by the Fund is recorded as an asset of the Fund and its obligation
under the option contract as an initially equivalent liability. The Fund then adjusts over time the liability as the market value
of the option changes. The value of each written option is marked to market daily and valued at the closing price on the exchange
on which it is traded or, if not traded on an exchange or no closing price is available, at the mean between the last bid and asked
prices or otherwise at fair value.
The transaction costs of buying and selling options consist primarily
of commissions (which are imposed in opening, closing and exercise transactions), but may also include margin and interest costs
in particular transactions. The impact of transaction costs on the profitability of a transaction may often be greater for options
transactions than for transactions in the underlying securities because these costs are often greater in relation to option premiums
than in relation to the prices of underlying securities. Transaction costs may be especially significant in option strategies calling
for multiple purchases and sales of options over short periods of time or concurrently. Transaction costs associated with the Fund’s
options strategy will vary depending on market circumstances and other factors.
Writing index call options can lower the variability of potential
return outcomes and can enhance returns in three of four market performance scenarios (down, flat or moderately up). Only when
the level of the index at option expiration exceeds the sum of the premium received and the option exercise price would the buy-write
strategy be expected to provide lower returns than the stock portfolio-only alternative. The amount of downside protection afforded
by the buy-write strategy in declining market scenarios is limited, however, to the amount of option premium received. If an index
declines by an amount greater than the option premium, a buy-write strategy consisting of owning all of the stocks in the index
and writing index options on the value thereof would generate an investment loss. The Fund’s returns from implementing a
buy-write strategy using index options will also be substantially affected by the performance of the Fund’s stock portfolio
versus the indices on which it writes call options and by the percentage of portfolio value on which options are written. The returns
on the Fund’s portfolio are unlikely to be the same as the returns on the indices on which it writes options.
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ADDITIONAL INVESTMENT PRACTICES
In addition to its primary investment strategies as described
above, the Fund may engage in the following investment practices.
Temporary
Investments. During unusual market conditions, the Fund may invest up to 100% of its assets in cash or cash equivalents
temporarily, which may be inconsistent with its investment objectives, principal strategies and other policies. Cash equivalents
are highly liquid, short-term securities such as commercial paper, time deposits, certificates of deposit, short-term notes and
short-term United States government obligations. In moving to a substantial temporary investments position and in transitioning
from such a position back into conformity with the Fund’s normal investment policies, the Fund may incur transaction costs
that would not be incurred if the Fund had remained fully invested in accordance with such normal policies. The transition to and
from a substantial temporary investments position may also result in the Fund having to sell common stocks and/or close out options
positions and then later purchase common stocks and open new options positions in circumstances that might not otherwise be optimal.
The Fund’s investment in such temporary investments under unusual market circumstances may not be in furtherance of the Fund’s
investment objectives.
When-Issued
Securities and Forward Commitments. Securities may be purchased on a “forward commitment” or “when-issued”
basis (meaning securities are purchased or sold with payment and delivery taking place in the future) in order to secure what is
considered to be an advantageous price and yield at the time of entering into the transaction. However, the return on a comparable
security when the transaction is consummated may vary from the return on the security at the time that the forward commitment or
when-issued transaction was made. From the time of entering into the transaction until delivery and payment is made at a later
date, the transacted securities are subject to market fluctuations. In forward commitment or when-issued transactions, if the seller
or buyer, as the case may be, fails to consummate the transaction, the counterparty may miss the opportunity of obtaining a price
or yield considered to be advantageous. Forward commitment or when-issued transactions may occur a month or more before delivery
is due. However, no payment or delivery is made until payment is received or delivery is made from the other party to the transaction.
The Fund does not intend to enter into forward commitment or when-issued transactions for the purpose of investment leverage.
Restricted
Securities. Securities held by the Fund may be legally restricted as to resale (such as those issued in private placements),
including commercial paper issued pursuant to Section 4(a)(2) of the 1933 Act and securities eligible for resale pursuant to Rule
144A thereunder, and securities of U.S. and non-U.S. issuers initially offered and sold outside the United States pursuant to Regulation
S thereunder. Restricted securities may not be listed on an exchange and may have no active trading market. The Fund may incur
additional expense when disposing of restricted securities, including all or a portion of the cost to register the securities.
The Fund also may acquire securities through private placements under which it may agree to contractual restrictions on the resale
of such securities that are in addition to applicable legal restrictions. In addition, if the Adviser receives material non-public
information about the issuer, the Fund may as a result be unable to sell the securities. Restricted securities may be difficult
to value properly and may involve greater risks than securities that are not subject to restrictions on resale. It may be difficult
to sell restricted securities at a price representing fair value until such time as the securities may be sold publicly. Under
adverse market or economic conditions or in the event of adverse changes in the financial condition of the issuer, the Fund could
find it more difficult to sell such securities when the Adviser believes it advisable to do so or may be able to sell such securities
only at prices lower than if such securities were more widely held. Holdings of restricted securities may increase the level of
Fund illiquidity if eligible buyers become uninterested in purchasing them. Restricted securities may involve a high degree of
business and financial risk, which may result in substantial losses.
Illiquid
Investments. The Fund may invest up to 15% of its total assets in investments for which there is no readily available
trading market or are otherwise illiquid. It may be difficult to sell illiquid investments at a price representing their
fair value until such time as such investments may be sold publicly. Where registration is required, a considerable period may
elapse between a decision by the Fund to sell such investments and the time when it would be permitted to sell. Thus, the Fund
may not be able to obtain as favorable a price as that prevailing at the time of the decision to sell. The Fund may also acquire
investments through private placements under which it may agree to contractual restrictions on the resale of such investments.
Such restrictions might prevent their sale at a time when such sale would otherwise be desirable.
At times, a portion of the Fund’s assets may be invested
in investments as to which the Fund, by itself or together with other accounts managed by the Adviser and its affiliates, holds
a major portion or all of such investments. Under adverse market or economic conditions or in the event of adverse changes in
the financial condition of the issuer, the Fund could find it more difficult to sell such investments when the Adviser believes
it advisable to do so or may be able to sell such investments only at prices lower than if such investments were more widely held.
It may also be more difficult to determine the fair value of such investments for purposes of computing the Fund’s net asset
value.
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Other
Derivative Instruments. In addition to the intended strategy of writing index call options, the Fund may also invest
in other derivative instruments for hedging, risk management and investment purposes (to gain exposure to securities, securities
markets, market indices and/or currencies consistent with its investment objectives and policies. These strategies may be executed
through the use of derivative contracts in the United States or abroad. In the course of pursuing these investment strategies,
the Fund may purchase and sell derivatives including futures contracts on securities, non-equity indices and currencies, options
on futures contracts, equity and interest rate swaps, covered short sales, forward sales of stocks, and forward currency exchange
contracts. In addition, derivatives may also include new techniques, instruments or strategies that are not currently available.
Derivative instruments may be used by the Fund to enhance returns or as a substitute for the purchase or sale of securities. The
Fund may invest in derivatives without limitation and use of derivatives may be extensive. The loss on derivative instruments (other
than purchased options) may substantially exceed an investment in these instruments.
Swaps.
Swap contracts may be purchased or sold to hedge against fluctuations in securities prices, interest rates or market conditions,
to mitigate non-payment or default risk or to gain exposure to particular securities, baskets of securities, indices or currencies.
In a standard “swap” transaction, two parties agree to exchange the returns (or differentials in rates of return) on
different currencies, securities, baskets of currencies or securities, indices or other instruments, which returns are calculated
with respect to a “notional amount,” i.e., the designated referenced amount of exposure to the underlying instruments.
The Fund will enter into swaps only on a net basis, i.e., the two payment streams are netted out, with the Fund receiving or paying,
as the case may be, only the net amount of the two payments. If the other party to a swap defaults, the Fund’s risk of loss
consists of the net amount of payments that the Fund is contractually entitled to receive. The net amount of the excess, if any,
of the Fund’s obligations over its entitlements are maintained in a segregated account by the Fund’s custodian. The
Fund will not enter into any swap unless the claims-paying ability of the other party thereto is considered to be investment grade
by the Adviser. If there is a default by the other party to such a transaction, the Fund will have contractual remedies pursuant
to the agreements related to the transaction. Swaps are traded in the over-the-counter market. The use of swaps is a highly specialized
activity, which involves investment techniques and risks different from those associated with ordinary portfolio securities transactions.
If the Adviser is incorrect in its forecasts of market values, interest rates and other applicable factors, the total return performance
of the Fund would be unfavorably affected.
Total
Return Swaps. Total return swaps are contracts in which one party agrees to make payments of the total return from the
designated underlying asset(s), which may include securities, baskets of securities, or securities indices during the specified
period, in return for payments equal to a fixed or floating rate of interest or the total return from other designated underlying
asset(s).
Interest
Rate Swaps. Interest rate swaps involve the exchange by the Fund with another party of their respective commitments
to pay or receive interest (e.g., an exchange of fixed rate payments for floating rate payments).
Futures
and Options on Futures. The Fund may purchase and sell various kinds of financial futures contracts and options thereon
to seek to hedge against changes in stock prices or interest rates, for other risk management purposes or to gain exposure to certain
securities, indices and currencies. Futures contracts may be based on various securities indices and securities. Such transactions
involve a risk of loss or depreciation due to adverse changes in securities prices, which may exceed the Fund’s initial investment
in these contracts. The Fund will only purchase or sell futures contracts or related options in compliance with the rules of the
Commodity Futures Trading Commission. These transactions involve transaction costs. Sales of futures contracts and related options
generally result in realization of short-term or long-term capital gain depending on the period for which the investment is held.
To the extent that any futures contract or options on futures contract held by the Fund is a Section 1256 contract under the Code,
the contract will be marked-to-market annually and any gain or loss will be treated as 60% long-term and 40% short-term, regardless
of the holding period for such contract.
Short
Sales. The Fund may sell a security short if it owns at least an equal amount of the security sold short or another
security convertible or exchangeable for an equal amount of the security sold short without payment of further compensation (a
short sale against-the-box). In a short sale against-the-box, the short seller is exposed to the risk of being forced to deliver
stock that it holds to close the position if the borrowed stock is called in by the lender, which would cause gain or loss to be
recognized on the delivered stock. The Fund expects normally to close its short sales against-the-box by delivering newly acquired
stock.
Short sales against-the-box can be a tax-efficient alternative
to the sale of an appreciated securities position. The ability to use short sales against-the-box as a tax-efficient management
technique with respect to holdings of appreciated securities is limited to circumstances in which the hedging transaction is closed
out not later than thirty days after the end of the Fund’s taxable year in which the transaction was initiated, and the underlying
appreciated securities position is held unhedged for at least the next sixty days after the hedging transaction
is closed. Not meeting these requirements would trigger the recognition of gain on the underlying appreciated securities position
under the federal tax laws applicable to constructive sales.
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Securities
Lending. The Fund may seek to earn income by lending portfolio securities to broker-dealers or other institutional borrowers.
As with other extensions of credit, there are risks of delay in recovery or even loss of rights in the securities loaned if the
borrower of the securities fails financially. Loans are made only to organizations whose credit quality or claims paying ability
is considered by the Adviser to be at least investment grade and when the expected return, net of administrative expenses and any
finders’ fees, justifies the attendant risk. Securities loans currently are required to be secured continuously by collateral
in cash, cash equivalents (such as money market instruments) or other liquid securities held by the custodian and maintained in
an amount at least equal to the market value of the securities loaned. The financial condition of the borrower is monitored by
the Adviser on an ongoing basis.
Borrowings.
The Fund may borrow money to the extent permitted under the 1940 Act as interpreted, modified or otherwise permitted by the regulatory
authority having jurisdiction. Although it does not currently intend to do so, the Fund may in the future from time to time borrow
money to add leverage to the portfolio. The Fund may also borrow money for temporary administrative purposes or to meet temporary
cash needs.
Reverse
Repurchase Agreements. The Fund may enter into reverse repurchase agreements. Under a reverse repurchase agreement,
the Fund temporarily transfers possession of a portfolio instrument to another party, such as a bank or broker-dealer, in return
for cash. At the same time, the Fund agrees to repurchase the instrument at an agreed upon time and price, which reflects an interest
payment. The Fund may enter into such agreements when it is able to invest the cash acquired at a rate higher than the cost of
the agreement, which would increase earned income. Income realized on reverse repurchase agreements is taxable as ordinary income.
When the Fund enters into a reverse repurchase agreement, any
fluctuations in the market value of either the securities transferred to another party or the securities in which the proceeds
may be invested would affect the market value of the Fund’s assets. As a result, such transactions may increase fluctuations
in the market value of the Fund’s assets. There is a risk that large fluctuations in the market value of the Fund’s
assets could affect NAV and the market price of Common Shares. Because reverse repurchase agreements may be considered to be the
practical equivalent of borrowing funds, they constitute a form of leverage and may be subject to leverage risks. Such agreements
are treated as subject to investment restrictions as mentioned above under “Borrowings.” If the Fund reinvests the
proceeds of a reverse repurchase agreement at a rate lower than the cost of the agreement, entering into the agreement will lower
the Fund’s cash available for distribution.
Research
Process. The Fund’s portfolio management utilizes the information provided by, and the expertise of, the research
staff of the investment adviser and its affiliates in making investment decisions. As part of the research process, portfolio management
may consider financially material environmental, social and governance (“ESG”) factors. Such factors, alongside other
relevant factors, may be taken into account in the Fund’s securities selection process.
Portfolio
Turnover. The Fund cannot accurately predict its portfolio turnover rate, but the
annual turnover rate may exceed 100% (excluding turnover of securities having a maturity of one year or less). A high turnover
rate (100% or more) necessarily involves greater expenses to the Fund. The portfolio turnover rate(s) for the Fund for the fiscal
years ended October 31, 2020 and 2019 were 43% and 39%, respectively.
RISK CONSIDERATIONS
Risk is inherent in all investing. Investing in any investment
company security involves risk, including the risk that you may receive little or no return on your investment or even that you
may lose part or all of your investment.
Discount
From or Premium to NAV. The Offering is conducted only when Common Shares of the Fund are trading at a price equal to
or above the Fund’s NAV per Common Share plus the per Common Share amount of commissions. As with any security, the market
value of the Common Shares may increase or decrease from the amount initially paid for the Common Shares. The Fund’s Common
Shares have traded both at a premium and at a discount relative to NAV. The shares of closed-end management investment companies
frequently trade at a discount from their NAV. This is a risk separate and distinct from the risk that the Fund’s NAV may
decrease.
Secondary
Market for the Common Shares. The issuance of Common Shares through the Offering may have an adverse effect on the secondary
market for the Common Shares. The increase in the amount of the Fund’s outstanding Common Shares resulting from the Offering
may put downward pressure on the market price for the Common Shares of the Fund. Common Shares will not be issued pursuant to the
Offering at any time when Common Shares are trading at a price lower than a price equal to the Fund’s NAV per Common Share
plus the per Common Share amount of commissions.
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The Fund also issues Common Shares of the Fund through its dividend
reinvestment plan. See “Dividend Reinvestment Plan.” Common Shares may be issued under the plan at a discount to the
market price for such Common Shares, which may put downward pressure on the market price for Common Shares of the Fund.
When the Common Shares are trading at a premium, the Fund may
also issue Common Shares of the Fund that are sold through transactions effected on the NYSE. The increase in the amount of the
Fund’s outstanding Common Shares resulting from that offering may also put downward pressure on the market price for the
Common Shares of the Fund.
The voting power of current shareholders is diluted to the
extent that such shareholders do not purchase shares in any future Common Share offerings or do not purchase sufficient shares
to maintain their percentage interest. In addition, if the Adviser and Sub-Adviser are unable to invest the proceeds of such offering
as intended, the Fund’s per share distribution may decrease (or may consist of return of capital) and the Fund may not participate
in market advances to the same extent as if such proceeds were fully invested as planned.
Investment
and Market Risk. An investment in Common Shares is subject to investment risk, including the possible loss of the entire
principal amount invested. An investment in Common Shares represents an indirect investment in the securities owned by the Fund,
which are generally traded on a securities exchange or in the over-the-counter markets. The value of these securities, like other
market investments, may move up or down, sometimes rapidly and unpredictably. Because the Fund normally sells stock index call
options on a portion of its common stock portfolio value, the Fund’s appreciation potential from equity market performance
is more limited than if the Fund did not engage in selling stock index call options. The Common Shares at any point in time may
be worth less than the original investment, even after taking into account any reinvestment of distributions.
Market
Risk. The value of investments held by the Fund may increase
or decrease in response to economic, political and financial events (whether real, expected or perceived) in the U.S. and global
markets. The frequency and magnitude of such changes in value cannot be predicted. Certain securities and other investments held
by the Fund may experience increased volatility, illiquidity, or other potentially adverse effects in reaction to changing market
conditions. Actions taken by the U.S. Federal Reserve or foreign central banks to stimulate or stabilize economic growth, such
as decreases or increases in short-term interest rates, could cause high volatility in markets. No active trading market may exist
for certain investments, which may impair the ability of the Fund to sell or to realize the current valuation of such investments
in the event of the need to liquidate such assets. Fixed-income markets may experience periods of relatively high volatility in
an environment where U.S. treasury yields are rising.
Issuer
Risk. The value of securities held by the Fund may decline for a number of reasons that directly relate to the issuer,
such as management performance, financial leverage and reduced demand for the issuer’s goods and services.
Equity
Risk. Under normal market conditions, the Fund’s investment program consists of owning a diversified portfolio
of domestic and foreign common stocks. Therefore, a principal risk of investing in the Fund is equity risk. Equity risk is the
risk that the value of securities held by the Fund will fluctuate or fall due to general market or economic conditions, perceptions
regarding the industries in which the issuers of securities held by the Fund participate, and the particular circumstances and
performance of companies whose securities the Fund holds. Although common stocks have historically generated higher average returns
than fixed-income securities over the long term, common stocks also have experienced significantly more volatility in returns.
An adverse event, such as an unfavorable earnings report, may depress the value of equity securities of an issuer held by the Fund;
the price of common stock of an issuer may be particularly sensitive to general movements in the stock market; or a drop in the
stock market may depress the price of most or all of the common stocks held by the Fund. In addition, common stock of an issuer
in the Fund’s portfolio may decline in price if the issuer fails to make anticipated dividend payments because, among other
possible reasons, the issuer of the security experiences a decline in its financial condition. Common stocks in which the Fund
invests are structurally subordinated to preferred stocks, bonds and other debt instruments in a company’s capital structure,
in terms of priority to corporate income, and therefore is subject to greater dividend risk than preferred stocks or debt instruments
of such issuers. Finally, common stock prices may be sensitive to rising interest rates, as the costs of capital rise and borrowing
costs increase.
Risks
of Investing in Smaller and Mid-Sized Companies. The Fund
may make investments in stocks of companies whose market capitalization is considered middle sized or “mid-cap.” Smaller
and mid-sized companies often are newer or less established companies than larger capitalization companies. Investments in smaller
and mid-sized companies carry additional risks because earnings of these companies tend to be less predictable; they often have
limited product lines, markets, distribution channels or financial resources; and the management of such companies may be dependent
upon one or a few key people. The market movements of equity securities of smaller and mid-sized companies may be more abrupt or
erratic than the market movements of equity securities of larger, more established companies or the stock market in general. Historically,
smaller and mid-sized companies have sometimes gone through extended periods when they did not perform as well as larger companies.
In addition, equity securities of smaller and mid-sized companies generally are less liquid than those of larger companies. This
means that the Fund could have greater difficulty selling such securities at the time and price that the Fund would like.
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Risk
of Selling Index Call Options. Under normal market conditions, a portion of the Fund’s common stock portfolio
value is subject to written index call options. The purchaser of an index call option has the right to any appreciation in the
value of the index over the exercise price of the call option as of the valuation date of the option. Because their exercise is
settled in cash, sellers of index call options such as the Fund cannot provide in advance for their potential settlement obligations
by acquiring and holding the underlying securities. The Fund intends to mitigate the risks of its options activities by writing
options on broad-based domestic, foreign country and/or regional stock indices that the Adviser believes collectively approximate
the characteristics of the Fund’s common stock portfolio (or that portion of its portfolio against which options are written).
The Fund will not, however, hold stocks that fully replicate the indices on which it writes call options. Due to tax considerations,
the Fund intends to limit the overlap between its stock holdings (and any subset thereof) and each index on which it has outstanding
options positions to less than 70% on an ongoing basis. The Fund’s stock holdings will normally include stocks not included
in the indices on which it writes call options. Consequently, the Fund bears the risk that the performance of its stock portfolio
will vary from the performance of the indices on which it writes call options. For example, with respect to the portion of its
stock portfolio against which S&P 500®
index call options have been written, the Fund will suffer a loss if the S&P 500®
appreciates above the exercise price of the options written while the associated securities held by the Fund fail to appreciate
as much or decline in value over the life of the written option. Index options written by the Fund is priced on a daily basis.
Their value is affected primarily by changes in the prices and dividend rates of the underlying common stocks in such index, changes
in actual or perceived volatility of such index and the remaining time to the options’ expiration. The trading price of index
call options will also be affected by liquidity considerations and the balance of purchase and sale orders.
A decision as to whether, when and how to use options involves
the exercise of skill and judgment, and even a well-conceived and well-executed options program may be adversely affected by market
behavior or unexpected events. As the writer of index call options, the Fund will forgo, during the option’s life, the opportunity
to profit from increases in the value of the applicable index above the sum of the option premium received and the exercise price
of the call option, but retains the risk of loss, minus the option premium received, should the value of the applicable index decline.
When a call option is exercised, the Fund is required to deliver an amount of cash determined by the excess of the value of the
applicable index at contract termination over the exercise price of the option. Thus, the exercise of index call options sold by
the Fund may require the Fund to sell portfolio securities to generate cash at inopportune times or for unattractive prices.
To the extent that the Fund writes options on indices based upon
foreign stocks, the Fund generally sells options on broad-based foreign country and/or regional stock indices that are listed for
trading in the United States or which otherwise qualify as Section 1256 contracts under the Code. Options on foreign indices that
are listed for trading in the United States or which otherwise qualify as Section 1256 contracts under the Code may trade in substantially
lower volumes and with substantially wider bid-ask spreads than other options contracts on the same or similar indices that trade
on other markets outside the United States or in OTC markets. To implement its options program most effectively, the Fund may sell
index options that do not qualify as Section 1256 contracts under the Code, including OTC options. Gain or loss on index options
not qualifying as Section 1256 contracts under the Code would be realized upon disposition, lapse or settlement of the positions
and would be treated as short-term gain or loss.
The trading price of options may be adversely affected if the
market for such options becomes less liquid or smaller. The Fund may close out a call option by buying the option instead of letting
it expire or be exercised. There can be no assurance that a liquid market will exist when the Fund seeks to close out a call option
position by buying the option. Reasons for the absence of a liquid secondary market on an exchange include the following: (i) there
may be insufficient trading interest in certain options; (ii) restrictions may be imposed by an exchange on opening transactions
or closing transactions or both; (iii) trading halts, suspensions or other restrictions may be imposed with respect to particular
classes or series of options; (iv) unusual or unforeseen circumstances may interrupt normal operations on an exchange; (v) the
facilities of an exchange or the Options Clearing Corporation (the “OCC”) may not at all times be adequate to handle
current trading volume; or (vi) one or more exchanges could, for economic or other reasons, decide or be compelled to discontinue
the trading of options (or a particular class or series of options) at some future date. If trading were discontinued, the secondary
market on that exchange (or in that class or series of options) would cease to exist. However, outstanding options on that exchange
that had been issued by the OCC as a result of trades on that exchange would continue to be exercisable in accordance with their
terms.
The hours of trading for options may not conform to the hours
during which common stocks held by the Fund are traded. To the extent that the options markets close before the markets for securities,
significant price and rate movements can take place in the securities markets that would not be reflected concurrently in the options
markets. Index call options are marked to market daily and their value is affected by changes in the value and dividend rates of
the securities represented in the underlying index, changes in interest rates, changes in
the actual or perceived volatility of the associated index and the remaining time to the options’ expiration, as well as
trading conditions in the options market.
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To implement its options program most effectively, the Fund may
sell index options that trade in OTC markets. Participants in these markets are typically not subject to the same credit evaluation
and regulatory oversight as members of “exchange based” markets. By engaging in index option transactions in these
markets, the Fund may take credit risk with regard to parties with which it trades and also may bear the risk of settlement default.
These risks may differ materially from those involved in exchange-traded transactions, which generally are characterized by clearing
organization guarantees, daily marking-to-market and settlement, and segregation and minimum capital requirements applicable to
intermediaries. Transactions entered into directly between two counterparties generally do not benefit from these protections,
which may subject the Fund to the risk that a counterparty will not settle a transaction in accordance with agreed terms and conditions
because of a dispute over the terms of the contract or because of a credit or liquidity problem. Such “counterparty risk”
is increased for contracts with longer maturities when events may intervene to prevent settlement. The ability of the Fund to transact
business with any one or any number of counterparties, the lack of any independent evaluation of the counterparties or their financial
capabilities, and the absence of a regulated market to facilitate a settlement, may increase the potential for losses to the Fund.
Tax
Risk. Reference is made to “Federal Income Tax Matters” for an explanation
of the federal income tax consequences and attendant risks of investing in the Fund. Although the Fund seeks to minimize and defer
the federal income taxes incurred by Common Shareholders in connection with their investment in the Fund, there can be no assurance
that it will be successful in this regard. The tax treatment and characterization of the Fund’s distributions may change
over time due to changes in the Fund’s mix of investment returns and changes in the federal tax laws, regulations and administrative
and judicial interpretations. The Fund’s investment program and the tax treatment of Fund distributions may be affected by
IRS interpretations of the Code and future changes in tax laws and regulations. Distributions paid on the Common Shares may be
characterized variously as non-qualified dividends (taxable at ordinary income rates), qualified dividends (generally taxable at
long-term capital gains rates), capital gains dividends (taxable at long-term capital gains rates) or return of capital (generally
not currently taxable). The ultimate tax characterization of the Fund’s distributions made in a calendar year may not finally
be determined until after the end of that calendar year. Distributions to a Common Shareholder that are return of capital are tax
free to the amount of the Common Shareholder’s current tax basis in his or her Common Shares, with any distribution amounts
exceeding such basis treated as capital gain on a deemed sale of Common Shares. Common Shareholders are required to reduce their
tax basis in Common Shares by the amount of tax-free return of capital distributions received, thereby increasing the amount of
capital gain (or decreasing the amount of capital loss) to be recognized upon a later disposition of the Common Shares. In order
for Fund distributions of qualified dividend income to be taxable at favorable long-term capital gains rates, a Common Shareholder
must meet certain prescribed holding period and other requirements with respect to his or her Common Shares. If positions held
by the Fund were treated as “straddles” for federal income tax purposes, dividends on such positions would not constitute
qualified dividend income subject to favorable income tax treatment. Gain or loss on positions in a straddle are subject to special
(and generally disadvantageous) rules as described under “Federal Income Tax Matters.”
Foreign
Security Risk. The value of foreign securities is affected by changes in currency rates, foreign tax laws (including
withholding tax), government policies (in this country or abroad), relations between nations and trading, settlement, custodial
and other operational risks. In addition, the costs of investing abroad (such as foreign brokerage costs, custodial expenses and
other fees) are generally higher than in the United States, and foreign securities markets may be less liquid, more volatile and
less subject to governmental supervision than markets in the United States. Foreign investments also could be affected by other
factors not present in the United States, including expropriation of assets, armed conflict, confiscatory taxation, lack of uniform
accounting and auditing standards, less publicly available financial and other information and potential difficulties in enforcing
contractual obligations or repatriating capital invested in foreign countries, and the imposition of economic sanctions. Settlements
of securities transactions in foreign countries are subject to risk of loss, may be delayed and are generally less frequent than
in the United States, which could affect the liquidity of the Fund’s assets. As an alternative to holding foreign-traded
securities, the Fund may invest in dollar-denominated securities of foreign companies that trade on United States exchanges or
in the United States over-the-counter market (including depositary receipts, which evidence ownership in underlying foreign securities).
Since the Fund may invest in securities denominated or quoted in currencies other than the United States dollar, the Fund may be
affected by changes in foreign currency exchange rates (and exchange control regulations) which affect the value of investments
held by the Fund and the accrued income and appreciation or depreciation of the investments in United States dollars. Changes in
foreign currency exchange rates relative to the United States dollar will affect the United States dollar value of the Fund’s
assets denominated in that currency and the Fund’s return on such assets as well as any temporary uninvested reserves in
bank deposits in foreign currencies. In addition, the Fund will incur costs in connection with conversions between various currencies.
Foreign securities may not be eligible for the reduced rate of taxation applicable to qualified dividend income.
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Because foreign companies may not be subject to accounting, auditing
and financial reporting standards, practices and requirements comparable to those applicable to United States companies, there
may be less or less reliable publicly available information about a foreign company than about a domestic company. There is generally
less government supervision and regulation of securities exchanges, broker-dealers and listed companies than in the United States.
Mail service between the United States and foreign countries may be slower or less reliable than within the United States, thus
increasing the risk of delayed settlements of portfolio transactions for, or loss of certificates of, portfolio securities. Payment
for securities before delivery may be required. In addition, with respect to certain foreign countries, there is the possibility
of expropriation or confiscatory taxation, political or social instability, or diplomatic developments that could adversely affect
investments in those countries. Moreover, individual foreign economies may differ favorably or unfavorably from the United States
economy in such respects as growth of gross national product, rate of inflation, capital reinvestment, resource self-sufficiency
and balance of payments position. Foreign securities markets, while growing in volume and sophistication, are generally not as
developed as those in the United States, and securities of some foreign issuers (particularly those located in developing countries)
may be less liquid and more volatile than securities of comparable United States companies. The risks of foreign investments described
above apply to an even greater extent to investments in emerging markets.
Political events in foreign countries may cause market disruptions.
In June 2016, the United Kingdom (“UK”) voted in a referendum to leave the European Union (“EU”) (“Brexit”).
Effective January 31, 2020, the UK ceased to be a member of the EU and, following a transition period during which the EU and the
UK Government engaged in a series of negotiations regarding the terms of the UK’s future relationship with the EU, the EU
and the UK Government signed an agreement on December 30, 2020 regarding the economic relationship between the UK and the EU. This
agreement became effective on a provisional basis on January 1, 2021. There remains significant market uncertainty regarding Brexit’s
ramifications, and the range and potential implications of the possible political, regulatory, economic, and market outcomes in
the UK, EU and beyond are difficult to predict. The end of the Brexit transition period may cause greater market volatility and
illiquidity, currency fluctuations, deterioration in economic activity, a decrease in business confidence, and an increased likelihood
of a recession in the UK. If one or more additional countries leave the EU or the EU dissolves, the world’s securities markets
likely will be significantly disrupted.
Emerging Market Security Risk.
The risks of foreign investments described above apply to an even greater extent to investments in emerging markets. The securities
markets of emerging countries are generally smaller, less developed, less liquid, and more volatile than the securities markets
of the United States and developed foreign markets. Disclosure and regulatory standards in many respects are less stringent than
in the United States and developed foreign markets. There also may be a lower level of monitoring and regulation of securities
markets in emerging market countries and the activities of investors in such markets and enforcement of existing regulations may
be limited. Many emerging countries have experienced substantial, and in some periods extremely high, rates of inflation for many
years. Inflation and rapid fluctuations in inflation rates have had and may continue to have very negative effects on the economies
and securities markets of certain emerging countries. Economies in emerging markets generally are heavily dependent upon international
trade and, accordingly, have been and may continue to be affected adversely by trade barriers, exchange controls, managed adjustments
in relative currency values, and other protectionist measures imposed or negotiated by the countries with which they trade. The
economies of these countries also have been and may continue to be adversely affected by economic conditions in the countries in
which they trade. The economies of countries with emerging markets may also be predominantly based on only a few industries or
dependent on revenues from particular commodities. In addition, custodial services and other costs relating to investment in foreign
markets may be more expensive in emerging markets than in many developed foreign markets, which could reduce the Fund’s income
from such securities.
In many cases, governments of emerging countries continue to
exercise significant control over their economies, and government actions relative to the economy, as well as economic developments
generally, may affect the Fund’s investments in those countries. In addition, there is a heightened possibility of expropriation
or confiscatory taxation, imposition of withholding taxes on dividend and interest payments, or other similar developments that
could affect investments in those countries. There can be no assurance that adverse political changes will not cause the Fund to
suffer a loss of any or all of its investments.
Foreign
Currency Transactions Risk. The value of foreign assets as measured in U.S. dollars may be affected favorably or unfavorably
by changes in foreign currency rates and exchange control regulations. Currency exchange rates can also be affected unpredictably
by intervention by U.S. or foreign governments or central banks, or the failure to intervene, or by currency controls or political
developments in the United States or abroad. The Fund may (but is not required to) engage in transactions to hedge against changes
in foreign currencies, and will use such hedging techniques when the Adviser deems appropriate. Foreign currency exchange transactions
may be conducted on a spot (i.e., cash) basis at the rate currently prevailing in the foreign currency exchange market, or through
entering into derivative currency transactions. Currency futures contracts are exchange-traded instruments similar in structure
to futures contracts on stocks and stock indices, but change in value to reflect the movements of a currency or basket of currencies
rather than a stock or stock index. Settlement is made in a designated currency. Changes in foreign
currency exchange rates relative to the U.S. dollar will affect the U.S. dollar value of the Fund’s assets denominated in
that currency and the Fund’s return on such assets as well as any temporary uninvested reserves in bank deposits in foreign
currencies. In addition, the Fund will incur costs in connection with conversions between various currencies.
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The Fund may attempt to protect against adverse changes in
the value of the U.S. dollar in relation to a foreign currency by entering into a forward contract for the purchase or sale of
the amount of foreign currency invested or to be invested, or by buying or selling a foreign currency option or futures contract
for such amount. Such strategies may be employed before the Fund purchases a foreign security traded in the currency which the
Fund anticipates acquiring or between the date the foreign security is purchased or sold and the date on which payment therefor
is made or received. Seeking to protect against a change in the value of a foreign currency in the foregoing manner does not eliminate
fluctuations in the prices of portfolio securities or prevent losses if the prices of such securities decline. Furthermore, such
transactions reduce or preclude the opportunity for gain if the value of the currency should move in the direction opposite to
the position taken. Adverse movements in hedged currencies may result in poorer overall performance for the Fund than if it had
not entered into such contracts. Forward foreign currency exchange contracts are individually negotiated and privately traded contracts
between currency traders and their customers. Such contracts may be used by the Fund when a security denominated in a foreign currency
is purchased or sold, or when the receipt in a foreign currency of dividend or interest payments on such a security is anticipated.
A forward contract can “lock in” the U.S. dollar price of the security or the U.S. dollar equivalent of such dividend
or interest payment, as the case may be. Additionally, when the Adviser believes that the currency of a particular foreign country
may suffer a substantial decline against the U.S. dollar, it may enter into a forward contract to sell, for a fixed amount of dollars,
the amount of foreign currency approximating the value of some or all of the securities held that are denominated in such foreign
currency. The precise matching of the forward contract amounts and the value of the securities involved will not generally be possible.
In addition, it may not be possible to hedge against long-term currency changes. Cross-hedging may be performed by using forward
contracts in one currency (or basket of currencies) to hedge against fluctuations in the value of securities denominated in a different
currency if the Adviser determines that there is a pattern of correlation between the two currencies (or the basket of currencies
and the underlying currency). Use of a different foreign currency magnifies exposure to foreign currency exchange rate fluctuations.
Forward contracts may also be used to shift exposure to foreign currency exchange rate changes from one currency to another. Short-term
hedging provides a means of fixing the dollar value of only a portion of portfolio assets. Income or gains earned on any of the
Fund’s foreign currency transactions generally will be treated as fully taxable income (i.e. income other than tax-advantaged
dividends).
Currency transactions are dependent upon the creditworthiness
of counterparties and subject to the risk of political and economic factors applicable to the countries issuing the underlying
currencies. Furthermore, unlike trading in most other types of instruments, there is no systematic reporting of last sale information
with respect to the foreign currencies underlying derivative currency transactions. As a result, available information may not
be complete. In an over-the-counter trading environment, there are generally no daily price fluctuation limits. There may be no
liquid secondary market to close out positions entered into until their exercise, expiration or maturity. There is also the risk
of default by, or the bankruptcy of, the financial institution serving as counterparty.
Currency
Risk. Since the Fund will invest in securities denominated or quoted in currencies other than the U.S. dollar, the Fund
will be affected by changes in foreign currency exchange rates (and exchange control regulations) which affect the value of investments
in the Fund and the accrued income and appreciation or depreciation of the investments in U.S. dollars. Changes in foreign currency
exchange rates relative to the U.S. dollar will affect the U.S. dollar value of the Fund’s assets denominated in that currency
and the Fund’s return on such assets as well as any temporary uninvested reserves in bank deposits in foreign currencies.
In addition, the Fund will incur costs in connection with conversions between various currencies.
The Fund may attempt to protect against adverse changes in the
value of the U.S. dollar in relation to a foreign currency by entering into a forward contract for the purchase or sale of the
amount of foreign currency invested or to be invested, or by buying or selling a foreign currency option or futures contract for
such amount. Such strategies may be employed before the Fund purchases a foreign security traded in the currency which the Fund
anticipates acquiring or between the date the foreign security is purchased or sold and the date on which payment therefor is made
or received. Seeking to protect against a change in the value of a foreign currency in the foregoing manner does not eliminate
fluctuations in the prices of portfolio securities or prevent losses if the prices of such securities decline. Furthermore, such
transactions reduce or preclude the opportunity for gain if the value of the currency should move in the direction opposite to
the position taken. Adverse movements in hedged currencies may result in poorer overall performance for the Fund than if it had
not entered into such contracts.
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Geographic
Risk. Because the Fund may, under certain market conditions, invest significantly in a particular geographic region
or country, the value of Fund shares may be affected by events that adversely affect that region or country and may fluctuate more
than that of a fund that has less exposure to such region or country.
Interest
Rate Risk. The premiums from writing index call options and amounts available for distribution from the Fund’s
options activity may decrease in declining interest rate environments. The value of the Fund’s common stock investments may
also be influenced by changes in interest rates. Higher yielding stocks and stocks of issuers whose businesses are substantially
affected by changes in interest rates may be particularly sensitive to interest rate risk.
Derivatives
Risk. In addition to writing index call options, the risks of which are described above, the Fund may also invest in
other derivatives for purposes, such as hedging, to enhance return, or as a substitute for the purchase or sale of securities or
currencies. Other permitted derivatives include futures contracts on securities, non-equity indices and currencies, options on
futures contracts, equity and interest rate swaps, covered short sales, forward sales of stocks, and forward currency exchange
contracts. The Fund may invest in derivatives without limitation and use of derivatives may be extensive. The use of derivatives
can lead to losses because of adverse movements in the price or value of the asset, index, rate or instrument underlying a derivative,
due to failure of a counterparty or due to tax or regulatory constraints. Derivatives may create investment leverage in the Fund,
which magnifies the Fund’s exposure to the underlying investment. Derivative risks may be more significant when they are
used to enhance return or as a substitute for a position or security, rather than solely to hedge the risk of a position or security
held by the Fund. Derivatives for hedging purposes may not reduce risk if they are not sufficiently correlated to the position
being hedged. A decision as to whether, when and how to use derivatives involves the exercise of specialized skill and judgment,
and even a well-conceived transaction may be unsuccessful to some degree because of market behavior or unexpected events. Changes
in the value of the derivative may not correlate perfectly with the underlying asset, rate or index, and the Fund could lose more
than the principal amount invested in derivatives. Derivative instruments traded in over-the-counter markets may be difficult to
value, may be illiquid, and may be subject to wide swings in valuation caused by changes in the value of the underlying instrument.
The loss on derivative transactions may substantially exceed the initial investment. As a general matter, dividends received on
hedged stock positions are characterized as ordinary income and are not eligible for favorable tax treatment. Dividends received
on securities with respect to which the Fund is obligated to make related payments (pursuant to short sales or otherwise) will
not constitute tax-advantaged dividend income and will be taxable as ordinary income. In addition, use of derivatives may give
rise to short-term capital gains and other income that would not qualify as tax-advantaged dividend income.
The U.S. and non-U.S. derivatives markets have undergone substantial
changes in recent years as a result of changes under the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank
Act”) in the United States and regulatory changes in Europe, Asia and other non-U.S. jurisdictions. In particular, the Dodd-Frank
Act and related regulations require many derivatives to be cleared and traded on an exchange, expand entity registration requirements,
impose business conduct requirements on counterparties, and impose other regulatory requirements that will continue to change derivatives
markets as regulations are implemented. As of October 28, 2020, the SEC has adopted new regulations that may significantly alter
a Fund’s regulatory obligations with regard to its derivatives usage. In particular, the new regulations will, upon implementation,
eliminate the current asset segregation framework for covering derivatives and certain other financial instruments, impose new
responsibilities on the Board and establish new reporting and recordkeeping requirements for a Fund and may, depending on the extent
to which a Fund uses derivatives, impose value at risk limitations on a Fund’s use of derivatives, and require the Fund’s
Board to adopt a derivative risk management program. The implementation of these requirements may limit the ability of a Fund to
use derivative instruments as part of its investment strategy, increase the costs of using these instruments or make them less
effective. Additional future regulation of the derivatives markets may make the use of derivatives more costly, may limit the availability
or reduce the liquidity of derivatives, and may impose limits or restrictions on the counterparties with which the Fund engages
in derivative transactions. Fund management cannot predict the effects of any new governmental regulation that may be implemented,
and there can be no assurance that any new government regulation will not adversely affect the Fund's performance or ability to
achieve its investment objective(s).
Counterparty
Risk. A financial institution or other counterparty with whom the Fund does business (such as trading or as a derivatives
counterparty), or that underwrites, distributes or guarantees any instruments that the Fund owns or is otherwise exposed to, may
decline in financial condition and become unable to honor its commitments. This could cause the value of Fund shares to decline
or could delay the return or delivery of collateral or other assets to the Fund. Counterparty risk is increased for contracts with
longer maturities.
Dividend Capture Trading Risk.
The use of dividend capture strategies will expose the Fund to higher portfolio turnover, increased trading costs and potential
for capital loss or gain, including short-term capital gain taxable as ordinary income, particularly in the event of significant
short-term price movements of stocks subject to dividend capture trading.
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Liquidity
Risk. The Fund may invest up to 15% of its total assets in securities for which there is no readily available trading
market or which are otherwise illiquid. The Fund may not be able to dispose readily of such investments at prices that approximate
those at which the Fund could sell such investments if they were more widely traded and, as a result of such illiquidity, the Fund
may have to sell other investments or engage in borrowing transactions if necessary to raise cash to meet its obligations. In addition,
the limited liquidity could affect the market price of the investments, thereby adversely affecting the Fund’s NAV and ability
to make dividend distributions. Limited liquidity can also affect the market price of securities, thereby adversely affecting the
Fund’s net asset value and ability to make dividend distributions. The financial markets in general have in recent years
experienced periods of extreme secondary market supply and demand imbalance, resulting in a loss of liquidity during which market
prices were suddenly and substantially below traditional measures of intrinsic value. During such periods, some securities could
be sold only at arbitrary prices and with substantial losses. Periods of such market dislocation may occur again at any time.
Inflation
Risk. Inflation risk is the risk that the purchasing power of assets or income from investments is worth less in the
future as inflation decreases the value of money. As inflation increases, the real value of the Common Shares and distributions
thereon can decline.
Market
Price of Common Shares. The Fund’s share price will fluctuate and, at the time of sale, shares may be worth more
or less than the original investment or the Fund’s then current NAV. The Fund cannot predict whether its shares will trade
at a price at, above or below its NAV. Shares of closed-end funds frequently trade at a discount to their NAV.
Financial
Leverage Risk. Although the Fund has no current intention to do so, the Fund is authorized and reserves the flexibility
to utilize leverage through the issuance of preferred shares and/or borrowings, including the issuance of debt securities. In the
event that the Fund determines in the future to utilize investment leverage, there can be no assurance that such a leveraging strategy
will be successful during any period in which it is employed. Leverage creates risks for Common Shareholders, including the likelihood
of greater volatility of NAV and market price of the Common Shares and the risk that fluctuations in distribution rates on any
preferred shares or fluctuations in borrowing costs may affect the return to Common Shareholders. To the extent the returns derived
from securities purchased with proceeds received from leverage exceeds the cost of leverage, the Fund’s distributions may
be greater than if leverage had not been used. Conversely, if the returns from the securities purchased with such proceeds are
not sufficient to cover the cost of leverage, the amount available for distribution to Common Shareholders will be less than if
leverage had not been used. In the latter case, Eaton Vance, in its best judgment, may nevertheless determine to maintain the Fund’s
leveraged position if it deems such action to be appropriate. The costs of an offering of preferred shares and/or a borrowing program
would be borne by Common Shareholders and consequently would result in a reduction of the NAV of Common Shares. In addition, the
fee paid to Eaton Vance is calculated on the basis of the Fund’s average daily gross assets, including proceeds from the
issuance of preferred shares and/or borrowings, so the fee is higher when leverage is utilized, which may create an incentive for
the Adviser to employ financial leverage. In this regard, holders of preferred shares do not bear the investment advisory fee.
Rather, Common Shareholders bear the portion of the investment advisory fee attributable to the assets purchased with the proceeds
of the preferred shares offering.
Management
Risk. The Fund is subject to management risk because it is actively managed. Eaton Vance, the Sub-Adviser and the individual
portfolio managers invest the assets of the Fund as they deem appropriate in implementing the Fund’s investment strategy.
Accordingly, the success of the Fund depends upon the investment skills and analytical abilities of Eaton Vance, the Sub-Adviser
and the individual portfolio managers to develop and effectively implement strategies that achieve the Fund’s investment
objectives. There is no assurance that Eaton Vance, the Sub-Adviser and the individual portfolio managers will be successful in
developing and implementing the Fund’s investment strategy. Subjective decisions made by Eaton Vance, the Sub-Adviser and
the individual portfolio managers may cause the Fund to incur losses or to miss profit opportunities.
Cybersecurity
Risk. With the increased use of technologies by Fund service providers to conduct business, such as the Internet, the
Fund is susceptible to operational, information security and related risks. The Fund relies on communications technology, systems,
and networks to engage with clients, employees, accounts, shareholders, and service providers, and a cyber incident may inhibit
the Fund’s ability to use these technologies. In general, cyber incidents can result from deliberate attacks or unintentional
events. Cyber attacks include, but are not limited to, gaining unauthorized access to digital systems (e.g., through “hacking”
or malicious software coding) for purposes of misappropriating assets or sensitive information, corrupting data, or causing operational
disruption. Cyber attacks may also be carried out in a manner that does not require gaining unauthorized access, such as causing
denial-of-service attacks on websites. A denial-of-service attack is an effort to make network services unavailable to intended
users, which could cause shareholders to lose access to their electronic accounts, potentially indefinitely. Employees and service
providers also may not be able to access electronic systems to perform critical duties for the Fund, such as trading and NAV calculation,
during a denial-of-service attack. There is also the possibility for systems failures due to malfunctions, user error and misconduct
by employees and agents, natural disasters, or other foreseeable and unforeseeable events.
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Because technology is consistently changing, new ways to carry
out cyber attacks are always developing. Therefore, there is a chance that some risks have not been identified or prepared for,
or that an attack may not be detected, which puts limitations on the Fund's ability to plan for or respond to a cyber attack. Like
other Funds and business enterprises, the Fund and its service providers have experienced, and will continue to experience, cyber
incidents consistently. In addition to deliberate cyber attacks, unintentional cyber incidents can occur, such as the inadvertent
release of confidential information by the Fund or its service providers.
The Fund uses third party service providers who are also heavily
dependent on computers and technology for their operations. Cybersecurity failures or breaches by the Fund’s investment adviser
or administrator and other service providers (including, but not limited to, the custodian or transfer agent), and the issuers
of securities in which the Fund invests, may disrupt and otherwise adversely affect their business operations. This may result
in financial losses to the Fund, impede Fund trading, interfere with the Fund’s ability to calculate its NAV, or cause violations
of applicable privacy and other laws, regulatory fines, penalties, reputational damage, reimbursement or other compensation costs,
litigation costs, or additional compliance costs. While many of the Fund service providers have established business continuity
plans and risk management systems intended to identify and mitigate cyber attacks, there are inherent limitations in such plans
and systems including the possibility that certain risks have not been identified. The Fund cannot control the cybersecurity plans
and systems put in place by service providers to the Fund and issuers in which the Fund invests. The Fund and its shareholders
could be negatively impacted as a result.
Recent
Market Conditions. An outbreak of respiratory disease caused by a novel coronavirus was first detected in China in late
2019 and subsequently spread internationally. This coronavirus has resulted in closing borders, enhanced health screenings, changes
to healthcare service preparation and delivery, quarantines, cancellations, disruptions to supply chains and customer activity,
as well as general concern and uncertainty. The impact of this coronavirus may last for an extended period of time and result in
a substantial economic downturn. Health crises caused by outbreaks of disease, such as the coronavirus outbreak, may exacerbate
other pre-existing political, social and economic risks and disrupt normal market conditions and operations. The impact of this
outbreak has negatively affected the worldwide economy, as well as the economies of individual countries and industries, and could
continue to affect the market in significant and unforeseen ways. Other epidemics and pandemics that may arise in the future may
have similar effects. For example, a global pandemic or other widespread health crisis could cause substantial market volatility
and exchange trading suspensions and closures. In addition, the increasing interconnectedness of markets around the world may result
in many markets being affected by events or conditions in a single country or region or events affecting a single or small number
of issuers. The coronavirus outbreak and public and private sector responses thereto have led to large portions of the populations
of many countries working from home for indefinite periods of time, temporary or permanent layoffs, disruptions in supply chains,
and lack of availability of certain goods. The impact of such responses could adversely affect the information technology and operational
systems upon which the Fund and the Fund’s service providers rely, and could otherwise disrupt the ability of the employees
of the Fund’s service providers to perform critical tasks relating to the Fund. Any such impact could adversely affect the
Fund’s performance, or the performance of the securities in which the Fund invests and may lead to losses on your investment
in the Fund.
Market
Disruption. Global instability, war, geopolitical tensions and terrorist attacks in the United States and around the
world have previously resulted, and may continue to result in market volatility and may have long-term effects on the United States
and worldwide financial markets and may cause further economic uncertainties in the United States and worldwide. The Fund cannot
predict the effects of significant future events on the global economy and securities markets. A similar disruption of the financial
markets could impact interest rates, auctions, secondary trading, ratings, credit risk, inflation and other factors relating to
the Common Shares.
Anti-Takeover
Provisions. The Fund’s Agreement and Declaration of Trust (the “Declaration of Trust”) and Amended
and Restated By-Laws (the “By-Laws” and together with the Declaration of Trust, the “Organizational Documents”)
include provisions that could have the effect of limiting the ability of other persons or entities to acquire control of the Fund
or to change the composition of its Board. For example, pursuant to the Fund’s Declaration of Trust, the Fund Board is divided
into three classes of Trustees with each class serving for a three-year term and certain types of transactions require the favorable
vote of holders of at least 75% of the outstanding shares of the Fund. See “Description of Capital Structure - Certain Provisions
of the Organizational Documents - Anti-Takeover Provisions in the Organizational Documents.”
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Management of the Fund
BOARD OF TRUSTEES
The management of the Fund, including general supervision of
the duties performed by the Adviser under the Advisory Agreement (as defined below) and the Sub-Adviser under the Sub-Advisory
Agreement (as defined below), is the responsibility of the Fund’s Board under the laws of the Commonwealth of Massachusetts
and the 1940 Act.
THE ADVISER
Eaton Vance acts as the Fund’s investment adviser under
an Investment Advisory Agreement (the “Advisory Agreement”). The Adviser’s principal office is located at Two
International Place, Boston, MA 02110. Eaton Vance and its predecessor organizations have been managing assets since 1924 and managing
mutual funds since 1931. As of December 31, 2020, Eaton Vance and its affiliates managed approximately $583.1 billion of fund and
separate account assets on behalf of clients, including approximately $154.9 billion in equity assets. Eaton Vance is a wholly-owned
subsidiary of Eaton Vance Corp., a publicly-held holding company, which through its subsidiaries and affiliates engages primarily
in investment management, administration and marketing activities.
On October 8, 2020, Morgan Stanley and Eaton Vance Corp. (“EVC”)
announced that they had entered into a definitive agreement under which Morgan Stanley will acquire EVC (the “Transaction”).
The Fund’s investment adviser is a wholly-owned subsidiary of EVC and would become an indirect wholly-owned subsidiary of
Morgan Stanley as a result of the acquisition. The acquisition is subject to the completion or waiver of customary closing conditions,
and is expected to close in the second quarter of 2021.
Pursuant to the 1940 Act, consummation of the Transaction
may be deemed to result in the automatic termination of the Fund’s investment advisory agreement with its investment adviser.
On November 10, 2020, the Fund's Board approved a new investment advisory agreement. The new investment advisory agreement was
approved by Fund shareholders at a joint special meeting of shareholders held on January 22, 2021, and would take effect upon consummation
of the transaction.
Under the general supervision of the Fund’s Board, Eaton
Vance is responsible for managing the Fund’s overall investment program. Eaton Vance also is responsible for providing the
Sub-Adviser with research support and supervising the performance of the Sub-Adviser. The Adviser will furnish to the Fund investment
advice and office facilities, equipment and personnel for servicing the investments of the Fund. The Adviser will compensate all
Trustees and officers of the Fund who are members of the Adviser’s organization and who render investment services to the
Fund, and will also compensate all other Adviser personnel who provide research and investment services to the Fund. In return
for these services, facilities and payments, the Fund has agreed to pay the Adviser an investment advisory fee, payable on a monthly
basis, at an annual rate of 1.00% of the average daily gross assets of the Fund up to and including $1.5 billion, 0.98% of the
average daily gross assets of the Fund over $1.5 billion up to and including $3 billion, 0.96% of the average daily gross assets
of the Fund over $3 billion up to and including $5 billion, and 0.94% of the average daily gross assets of the Fund over $5 billion.
Gross assets of the Fund means total assets of the Fund, including any form of investment leverage that the Fund utilizes, minus
all accrued expenses incurred in the normal course of operations, but not excluding any liabilities or obligations attributable
to any future investment leverage obtained through (i) indebtedness of any type (including, without limitation, borrowing through
a credit facility/commercial paper program or the issuance of debt securities), (ii) the issuance of preferred shares or other
similar preference securities, (iii) the reinvestment of collateral received for securities loaned in accordance with the Fund’s
investment objectives and policies and/or (iv) any other means. During periods in which the Fund is using leverage, the fees paid
to Eaton Vance for investment advisory services will be higher than if the Fund did not use leverage because the fees paid will
be calculated on the basis of the Fund’s gross assets, including proceeds from borrowings and from the issuance of preferred
shares (if applicable). Under the Sub-Advisory Agreement between Eaton Vance and EVAIL, Eaton Vance (and not the Fund) pays EVAIL
a portion of the advisory fee for sub-advisory services provided to the Fund. The Fund is responsible for all expenses not expressly
stated by another party (such as the expenses required to be paid pursuant to an agreement with the investment adviser or administrator).
Michael A. Allison is the Adviser portfolio manager responsible
for managing the Fund’s overall investment program. Mr. Allison is a Vice President of Eaton Vance, is a member of Eaton
Vance’s Equity Strategy Committee and has been portfolio manager of the Fund since February 2007. Mr. Allison has managed
other Eaton Vance portfolios for more than five years.
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THE SUB-ADVISER
Eaton Vance has engaged its affiliate EVAIL as the Sub-Adviser
to the Fund. The Sub-Adviser’s principal office is located at 125 Old Broad Street, London, United Kingdom, EC2N 1AR, United
Kingdom. The Sub-Adviser was organized in 2017. The Sub-Adviser managed approximately $17.9 billion in assets as of October 31,
2020.
Under the terms of the Sub-Advisory Agreement (a “Sub-Advisory
Agreement”) between Eaton Vance and the Sub-Adviser, Eaton Vance (and not the Fund) pays the Sub-Adviser a portion of the
advisory fee for sub-advisory services provided to the Fund. Pursuant to the terms of the Advisory Agreement, Eaton Vance, upon
approval by the Board, may terminate the Sub-Advisory Agreement, and Eaton Vance may assume full responsibility for the services
provided by the Sub-Adviser without the need for approval by shareholders of the Fund.
Christopher M. Dyer is the Sub-Adviser portfolio manager responsible
for the day-to-day structuring and management of the Fund’s investments. Mr. Dyer is a Director and Vice President of the
Sub-Adviser, is the Director of Global Equity for the Eaton Vance organization and has been a portfolio manager of the Fund since
September 2015. Prior to joining the Sub-Adviser in November 2017, Mr. Dyer held similar positions at Eaton Vance Management (International)
Limited (“EVMI”). Prior to joining EVMI as a Vice President in June 2015, Mr. Dyer was Head of European Equity for
Goldman Sachs Asset Management in London, where he also served in various portfolio management roles during his fourteen-year tenure
(2001-2015).
Additional Information Regarding Portfolio Managers
The SAI provides additional information about the portfolio managers’
compensation, other accounts managed by the portfolio managers, and the portfolio managers’ ownership of securities in the
Fund. The SAI is available free of charge by calling 1-800-262-1122 or by visiting the Fund’s website at http://www.eatonvance.com.
The information contained in, or that can be accessed through, the Fund’s website is not part of this prospectus or the SAI.
The Fund, Adviser and Sub-Adviser have adopted Codes of Ethics
relating to personal securities transactions. The Codes of Ethics permit Adviser personnel to invest in securities (including securities
that may be purchased or held by the Fund) for their own accounts, subject to the provisions of the Codes of Ethics and certain
employees are also subject to certain pre-clearance, reporting and other restrictions and procedures contained in such Codes of
Ethics.
The Fund’s semiannual shareholder report contains information
regarding the basis for the Trustees’ approval of the Fund’s Advisory Agreement.
THE ADMINISTRATOR
Eaton Vance serves as administrator of the Fund. Under an Amended
and Restated Administrative Services Agreement with the Fund (the “Administration Agreement”), Eaton Vance is responsible
for managing the business affairs of the Fund, subject to the supervision of the Fund’s Board. Eaton Vance furnishes to the
Fund all office facilities, equipment and personnel for administering the affairs of the Fund. Eaton Vance’s administrative
services include recordkeeping, preparation and filing of documents required to comply with federal and state securities laws,
supervising the activities of the Fund’s custodian and transfer agent, providing assistance in connection with the Board
and shareholders’ meetings, providing service in connection with any repurchase offers and other administrative services
necessary to conduct the Fund’s business. Eaton Vance currently receives no compensation for providing administrative services
to the Fund.
Plan of Distribution
The Fund may sell the Common Shares being offered under this
Prospectus in any one or more of the following ways: (i) directly to purchasers; (ii) through agents; (iii) to or through underwriters;
or (iv) through dealers. The Prospectus Supplement relating to the Offering will identify any agents, underwriters or dealers involved
in the offer or sale of Common Shares, and will set forth any applicable offering price, sales load, fee, commission or discount
arrangement between the Fund and its agents or underwriters, or among its underwriters, or the basis upon which such amount may
be calculated, net proceeds and use of proceeds, and the terms of any sale.
The Fund may distribute Common Shares from time to time in one
or more transactions at: (i) a fixed price or prices that may be changed; (ii) market prices prevailing at the time of sale; (iii)
prices related to prevailing market prices; or (iv) negotiated prices; provided, however, that in each case the offering price
per Common Share (less any underwriting commission or discount) must equal or exceed the NAV per Common Share.
The Fund from time to time may offer its Common Shares through
or to certain broker-dealers, including UBS Securities LLC, that have entered into selected dealer agreements relating to at-the-market
offerings.
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The Fund may directly solicit offers to purchase Common Shares,
or the Fund may designate agents to solicit such offers. The Fund will, in a Prospectus Supplement relating to such Offering, name
any agent that could be viewed as an underwriter under the 1933 Act, and describe any commissions the Fund must pay to such agent(s).
Any such agent will be acting on a reasonable best efforts basis for the period of its appointment or, if indicated in the applicable
Prospectus Supplement or other offering materials, on a firm commitment basis. Agents, dealers and underwriters may be customers
of, engage in transactions with, or perform services for the Fund in the ordinary course of business.
If any underwriters or agents are used in the sale of Common
Shares in respect of which this Prospectus is delivered, the Fund will enter into an underwriting agreement or other agreement
with them at the time of sale to them, and the Fund will set forth in the Prospectus Supplement relating to such Offering their
names and the terms of the Fund’s agreement with them.
If a dealer is utilized in the sale of Common Shares in respect
of which this Prospectus is delivered, the Fund will sell such Common Shares to the dealer, as principal. The dealer may then resell
such Common Shares to the public at varying prices to be determined by such dealer at the time of resale.
The Fund may engage in at-the-market offerings to or through
a market maker or into an existing trading market, on an exchange or otherwise, in accordance with Rule 415(a)(4) under the 1933
Act. An at-the-market offering may be through an underwriter or underwriters acting as principal or agent for the Fund.
Agents, underwriters and dealers may be entitled under agreements
which they may enter into with the Fund to indemnification by the Fund against certain civil liabilities, including liabilities
under the 1933 Act, and may be customers of, engage in transactions with or perform services for the Fund in the ordinary course
of business.
In order to facilitate the Offering of Common Shares, any underwriters
may engage in transactions that stabilize, maintain or otherwise affect the price of Common Shares or any other Common Shares the
prices of which may be used to determine payments on the Common Shares. Specifically, any underwriters may over-allot in connection
with the Offering, creating a short position for their own accounts. In addition, to cover over-allotments or to stabilize the
price of Common Shares or of any such other Common Shares, the underwriters may bid for, and purchase, Common Shares or any such
other Common Shares in the open market. Finally, in any Offering of Common Shares through a syndicate of underwriters, the underwriting
syndicate may reclaim selling concessions allowed to an underwriter or a dealer for distributing Common Shares in the Offering
if the syndicate repurchases previously distributed Common Shares in transactions to cover syndicate short positions, in stabilization
transactions or otherwise. Any of these activities may stabilize or maintain the market price of Common Shares above independent
market levels. Any such underwriters are not required to engage in these activities and may end any of these activities at any
time.
The Fund may enter into derivative transactions with third parties,
or sell Common Shares not covered by this Prospectus to third parties in privately negotiated transactions. If the applicable Prospectus
Supplement indicates, in connection with those derivatives, the third parties may sell Common Shares covered by this Prospectus
and the applicable Prospectus Supplement or other offering materials, including in short sale transactions. If so, the third parties
may use Common Shares pledged by the Fund or borrowed from the Fund or others to settle those sales or to close out any related
open borrowings of securities, and may use Common Shares received from the Fund in settlement of those derivatives to close out
any related open borrowings of securities. The third parties in such sale transactions will be underwriters and, if not identified
in this Prospectus, will be identified in the applicable Prospectus Supplement or other offering materials (or a post-effective
amendment).
The Fund or one of the Fund’s affiliates may loan or pledge
Common Shares to a financial institution or other third party that in turn may sell Common Shares using this Prospectus. Such financial
institution or third party may transfer its short position to investors in Common Shares or in connection with a simultaneous Offering
of other Common Shares offered by this Prospectus or otherwise.
The maximum amount of compensation to be received by any member
of the Financial Industry Regulatory Authority, Inc. will not exceed 8% of the initial gross proceeds from the sale of any security
being sold with respect to each particular Offering of Common Shares made under a single Prospectus Supplement.
Any underwriter, agent or dealer utilized in the Offering of
Common Shares will not confirm sales to accounts over which it exercises discretionary authority without the prior specific written
approval of its customer.
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Distributions
Pursuant to an exemptive order issued by the Securities and Exchange
Commission (“Order”), the Fund is authorized to distribute long-term capital gains to shareholders more frequently
than once per year. Pursuant to the Order, the Fund’s Board of Trustees approved a Managed Distribution Plan (“MDP”)
pursuant to which the Fund makes monthly cash distributions to Common Shareholders, stated in terms of a fixed amount per common
share. Shareholders should not draw any conclusions about the Fund’s investment performance from the amount of these distributions
or from the terms of the MDP. The MDP is subject to regular periodic review by the Fund’s Board of Trustees and the Board
may amend or terminate the MDP at any time without prior notice to Fund shareholders. However, at this time there are no reasonably
foreseeable circumstances that might cause the termination of the MDP. The Fund may distribute more than its net investment income
and net realized capital gains and, therefore, a distribution may include a return of capital. A return of capital is treated as
a non-dividend distribution for tax purposes and is not subject to current tax. A return of capital reduces a shareholder’s
tax cost basis in fund shares. A return of capital distribution does not necessarily reflect the Fund’s investment performance
and should not be confused with “yield” or “income.” With each distribution, the Fund will issue a notice
to shareholders and a press release containing information about the amount and sources of the distribution and other related information.
The amounts and sources of distributions contained in the notice and press release are only estimates and are not provided for
tax purposes. The amounts and sources of the Fund’s distributions for tax purposes are reported to shareholders on Form 1099-DIV
for each calendar year.
Subject to its MDP, the Fund makes monthly distributions to Common
Shareholders sourced from the Fund’s cash available for distribution. “Cash available for distribution” consists
of the Fund’s dividends and interest income after payment of Fund expenses, net option premiums and net realized and unrealized
gains on stock investments. The Fund intends to distribute all or substantially all of its net realized capital gains. Distributions
are recorded on the ex-dividend date. Distributions to shareholders are determined in accordance with income tax regulations, which
may differ from U.S. GAAP. As required by U.S. GAAP, only distributions in excess of tax basis earnings and profits are reported
in the financial statements as a return of capital. Permanent differences between book and tax accounting relating to distributions
are reclassified to paid-in capital. For tax purposes, distributions from short-term capital gains are taxable to shareholders
as ordinary income. Distributions in any year may include a substantial return of capital component. The Fund’s distribution
rate may be adjusted from time-to-time. The Board may modify this distribution policy at any time without obtaining the approval
of Common Shareholders.
The Fund distinguishes between distributions on a tax basis and
a financial reporting basis. Accounting principles generally accepted in the United States of America require that only distributions
in excess of tax basis earnings and profits be reported in the financial statements as a return of capital. Permanent differences
between book and tax accounting relating to distributions are reclassified to paid-in capital. For tax purposes, distributions
from short-term capital gains are taxable to shareholders as ordinary income.
Common Shareholders will automatically have distributions reinvested
in additional Common Shares under the Fund’s dividend reinvestment plan unless they elect otherwise through their investment
dealer. See “Distributions” and “Dividend Reinvestment Plan.”
Federal Income Tax Matters
The Fund has elected to be treated and intends to qualify
each year as a regulated investment company (a “RIC”) under the Code. Accordingly, the Fund intends to satisfy certain
requirements relating to sources of its income and diversification of its assets and to distribute substantially all of its net
investment income and net capital gains (after reduction by certain capital loss carryforwards) in accordance with the timing requirements
imposed by the Code, so as to maintain its RIC status and to avoid paying federal income or excise tax thereon. To the extent it
qualifies for treatment as a RIC and satisfies the above-mentioned distribution requirements, the Fund will not be subject to federal
income tax on income paid to its shareholders in the form of dividends.
At least annually, the Fund intends to distribute any net
capital gain (which is the excess of net long-term capital gain over net short-term capital loss) or, alternatively, to retain
all or a portion of the year’s net capital gain and pay federal income tax on the retained gain. If the Fund retains all
or a portion of the year’s net capital gain, it may designate the retained amounts as undistributed capital gains in a notice
to Common Shareholders of record as of the end of the Fund’s taxable year, who will include their attributable share of
the retained gain in their income for the year as long-term capital gain (regardless of their holding period in the Common Shares)
and will be entitled to a tax credit or refund for the tax deemed paid on their behalf by the Fund on the retained gain. Common
Shareholders of record for the retained capital gain will also be entitled to increase their tax basis in their Common Shares
by the difference between the amount of the includable gains and the tax deemed paid by the Common Shareholder. The Fund is not
required to, and there can be no assurance the Fund will, make this designation if it retains all or a portion of its net capital
gain in a taxable year. Distributions of the Fund’s net capital gain that are properly reported by the Fund as capital gain
dividends (“capital gain distributions”), if any, are taxable to Common Shareholders as long-term capital gain, regardless
of their holding period in the Common Shares. Distributions of the Fund’s net realized short-term gains are generally taxable
as ordinary income.
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If, for any taxable year, the Fund’s total distributions
exceed the Fund’s current and accumulated earnings and profits, the excess will be treated as a tax-free return of capital
to each Common Shareholder (up to the amount of the Common Shareholder’s basis in his or her Common Shares) and thereafter
as gain from the sale of Common Shares (assuming the Common Shares are held as a capital asset). The amount treated as a tax-free
return of capital will reduce the Common Shareholder’s adjusted basis in his or her Common Shares, thereby increasing his
or her potential gain or reducing his or her potential loss on the subsequent sale or other disposition of his or her Common Shares.
A corporation that owns Fund shares generally will only be entitled to the dividends-received deduction (“DRD”) to
the extent of the amount of eligible dividends received by the Fund from domestic corporations for the taxable year, and only if
holding period and other requirements are met at the shareholder and Fund levels.
If the Fund does not qualify as a RIC for any taxable year,
the Fund’s taxable income will be subject to corporate income taxes, and all distributions from earnings and profits, including
distributions of net long-term capital gain (if any), will be taxable to the shareholder as ordinary income. Such distributions
may be eligible (i) to be treated as qualified dividend income in the case of individual and other noncorporate shareholders and
(ii) for the DRD in the case of corporate shareholders, provided, in both cases, the shareholder meets certain holding period and
other requirements in respect of the Fund’s shares. In addition, in order to requalify for taxation as a RIC, the Fund may
be required to recognize unrealized gains, pay substantial taxes and interest, and make certain distributions.
Certain of the Fund’s investment practices are subject
to special and complex federal income tax provisions that may, among other things, (i) convert dividends that would otherwise constitute
qualified dividend income into ordinary income, (ii) treat dividends that would otherwise be eligible for the corporate DRD as
ineligible for such treatment, (iii) disallow, suspend or otherwise limit the allowance of certain losses or deductions, (iv) convert
long-term capital gain into short-term capital gain or ordinary income, (v) convert an ordinary loss or deduction into a capital
loss (the deductibility of which is more limited), (vi) cause the Fund to recognize income or gain without a corresponding receipt
of cash, (vii) adversely affect the time as to when a purchase or sale of stock or securities is deemed to occur, (viii) adversely
alter the characterization of certain complex financial transactions, and (ix) produce income that will not constitute qualifying
income for purposes of the income requirement that applies to RICs. While it may not always be successful in doing so, the Fund
will seek to avoid or minimize the adverse tax consequences of its investment practices.
The tax treatment of certain positions entered into by the
Fund (including regulated futures contracts, certain foreign currency positions and certain listed non-equity options) will be
governed by Section 1256 of the Code (“Section 1256 contracts”). Section 1256 of the Code generally requires any gain
or loss arising from a Section 1256 contract to be treated as 60% long-term and 40% short-term capital gain or loss, although certain
foreign currency gains and losses from such contracts may be treated as ordinary in character. In addition, the Fund generally
will be required to “mark to market” (i.e., treat as sold for fair market value) each Section 1256 contract at the
close of each taxable year (and, for purposes of the 4% excise tax, on certain other dates as prescribed under the Code). If a
Section 1256 contract held by the Fund at the end of a taxable year is sold in the following year, the amount of any gain or loss
realized on such sale will be adjusted to reflect the gain or loss previously taken into account under the “mark to market”
rules.
The taxation of equity options that the Fund expects to write
that do not qualify as section 1256 contracts are governed by Code Section 1234. Pursuant to Code Section 1234, the premium received
by the Fund for selling a call option is not included in income at the time of receipt. If an option written by the Fund expires
unexercised, the premium is short-term capital gain to the Fund. If the Fund enters into a closing transaction, the difference
between the amount paid to close out its position and the premium received for writing the option is short-term capital gain or
loss. If a call option written by the Fund is exercised, thereby requiring the Fund to sell the underlying security, the premium
will increase the amount realized upon the sale of the security and any resulting gain or loss will be long-term or short-term,
depending upon the holding period of the security. If securities are purchased by the Fund pursuant to the exercise of a put option
written by it, the Fund generally will subtract the premium received for purposes of computing its cost basis in the securities
purchased. With respect to a put or call option that is purchased by the Fund, if the option is sold, any resulting gain or loss
will be a capital gain or loss, and will be short-term or long-term, depending upon the holding period for the option. If the option
expires, the resulting loss is a capital loss and is short-term or long-term, depending upon the holding period for the option.
If the option is exercised, the cost of the option, in the case of a call option, is added to the basis of the purchased security
and, in the case of a put option, reduces the amount realized on the underlying security in determining gain or loss. Because the
Fund does not have control over the exercise of the call options it writes, such exercise or other required sales of the underlying
securities may cause the Fund to realize capital gains or losses at inopportune times.
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Section 1092 of the Code contains special rules that apply
to “straddles,” defined generally as the holding of “offsetting positions with respect to personal property.”
For example, the straddle rules normally apply when a taxpayer holds stock and an offsetting option with respect to such stock
or substantially identical stock or securities. In general, investment positions will be offsetting if there is a substantial diminution
in the risk of loss from holding one position by reason of holding one or more other positions. The Fund expects that the index
call options it writes will not be considered straddles for this purpose because the Fund’s portfolio of common stocks will
be sufficiently dissimilar from the components of each index on which it has outstanding options positions under applicable guidance
established by the Internal Revenue Service (the "IRS"). Under certain circumstances, however, the Fund may enter into
options transactions or certain other investments that may constitute positions in a straddle. If two or more positions constitute
a straddle, recognition of a realized loss from one position must generally be deferred to the extent of unrecognized gain in an
offsetting position. In addition, long-term capital gain may be recharacterized as short-term capital gain, or short-term capital
loss as long-term capital loss. Interest and other carrying charges allocable to personal property that is part of a straddle are
not currently deductible but must instead be capitalized. Similarly, “wash sale” rules apply to prevent the recognition
of loss by the Fund from the disposition of stock or securities at a loss in a case in which identical or substantially identical
stock or securities (or an option to acquire such property) is or has been acquired within a prescribed period.
The Code allows a taxpayer to elect to offset gains and losses
from positions that are part of a “mixed straddle.” Generally a “mixed straddle” is a straddle in which
one or more but not all positions are Section 1256 contracts. The Fund may be eligible to elect to establish one or more mixed
straddle accounts for certain of its mixed straddle trading positions. The mixed straddle account rules require a daily “marking
to market” of all open positions in the account and a daily netting of gains and losses from all positions in the account.
At the end of a taxable year, the annual net gains or losses from the mixed straddle account are recognized for tax purposes. The
net capital gain or loss is treated as 60% long-term and 40% short-term capital gain or loss if attributable to the Section 1256
contract positions, or all short-term capital gain or loss if attributable to the non-Section 1256 contract positions.
The Fund may recognize gain (but not loss) from a constructive
sale of certain “appreciated financial positions” if the Fund enters into a short sale, offsetting notional principal
contract, or forward contract transaction with respect to the appreciated position or substantially identical property. Appreciated
financial positions subject to this constructive sale treatment include interests (including options and forward contracts and
short sales) in stock and certain other instruments. Constructive sale treatment does not apply if the transaction is closed out
not later than thirty days after the end of the taxable year in which the transaction was initiated, and the underlying appreciated
securities position is held unhedged for at least the next sixty days after the hedging transaction is closed.
Gain or loss from a short sale of property is generally considered
as capital gain or loss to the extent the property used to close the short sale constitutes a capital asset in the Fund’s
hands. Except with respect to certain situations where the property used to close a short sale has a long-term holding period on
the date the short sale is entered into, gains on short sales generally are short-term capital gains. A loss on a short sale will
be treated as a long-term capital loss if, on the date of the short sale, “substantially identical property” has been
held by the Fund for more than one year. In addition, entering into a short sale may result in suspension of the holding period
of “substantially identical property” held by the Fund.
Gain or loss on a short sale will generally not be realized until
such time as the short sale is closed. However, as described above in the discussion of constructive sales, if the Fund holds a
short sale position with respect to securities that has appreciated in value, and it then acquires property that is the same as
or substantially identical to the property sold short, the Fund generally will recognize gain on the date it acquires such property
as if the short sale were closed on such date with such property. Similarly, if the Fund holds an appreciated financial position
with respect to securities and then enters into a short sale with respect to the same or substantially identical property, the
Fund generally will recognize gain as if the appreciated financial position were sold at its fair market value on the date it enters
into the short sale. The subsequent holding period for any appreciated financial position that is subject to these constructive
sale rules will be determined as if such position were acquired on the date of the constructive sale.
“Qualified dividend income” received by an individual
is generally taxed at the rates applicable to long-term capital gain. In order for a dividend received by Fund shareholders to
be qualified dividend income, the Fund must meet holding period and other requirements with respect to the dividend-paying stock
in its portfolio and the shareholders must meet holding period and other requirements with respect to the Fund’s shares.
A dividend will not be treated as qualified dividend income (at either the Fund or shareholder level) (1) if the dividend is received
with respect to any Common Share of stock held for fewer than 61 days during the 121-day period beginning at the date which is
60 days before the date on which such Common Share becomes ex-dividend with respect to such dividend (or, in the case of certain
preferred stock, 91 days during the 181-day period beginning 90 days before such date), (2) to the extent that the recipient is
under an
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obligation (whether pursuant to a short sale or otherwise)
to make related payments with respect to positions in substantially similar or related property, (3) if the recipient elects to
have the dividend income treated as investment income for purposes of the limitation on deductibility of investment interest, or
(4) if the dividend is received from a foreign corporation that is (a) not eligible for the benefits of a comprehensive income
tax treaty with the U.S. (with the exception of dividends paid on stock of such a foreign corporation readily tradable on an established
securities market in the U.S.) or (b) treated as a passive foreign investment company. Payments in lieu of dividends, such as payments
pursuant to securities lending arrangements, also do not qualify to be treated as qualified dividend income. In general, distributions
of investment income properly reported by the Fund as derived from qualified dividend income will be treated as qualified dividend
income by a shareholder taxed as an individual provided the shareholder meets the holding period and other requirements described
above with respect to the Fund’s shares.
There can be no assurance as to what portion of the Fund’s
dividend distributions will qualify for favorable treatment as qualified dividend income. The Fund’s investment program and
the tax treatment of Fund distributions may be affected by IRS interpretations of the Code and future changes in tax laws and regulations.
Distributions are taxable as described herein whether Common
Shareholders receive them in cash or reinvest them in additional shares.
The Fund will inform Common Shareholders of the source and tax
status of all distributions promptly after the close of each calendar year.
Selling Common Shareholders will generally recognize gain
or loss in an amount equal to the difference between the amount realized on the sale and the Common Shareholder’s adjusted
tax basis in the Common Shares sold. If the Common Shares are held as a capital asset, the gain or loss will be a capital gain
or loss. Any loss on a disposition of Common Shares held for six months or less will be treated as a long-term capital loss to
the extent of any capital gain dividends received (or deemed received) with respect to those Common Shares. For purposes of determining
whether Common Shares have been held for six months or less, the holding period is suspended for any periods during which the Common
Shareholder’s risk of loss is diminished as a result of holding one or more other positions in substantially similar or related
property, or through certain options or short sales. Any loss realized on a sale or exchange of Common Shares will be disallowed
to the extent those Common Shares are replaced by other Common Shares within a period of 61 days beginning 30 days before and ending
30 days after the date of disposition of the Common Shares (whether through the reinvestment of distributions or otherwise). In
that event, the basis of the replacement Common Shares will be adjusted to reflect the disallowed loss.
The net investment income of certain U.S. individuals, estates
and trusts is subject to a 3.8% Medicare contribution tax. For individuals, the tax is on the lesser of the “net investment
income” and the excess of modified adjusted gross income over $200,000 (or $250,000 if married filing jointly). Net investment
income includes, among other things, interest, dividends, and gross income and capital gains derived from passive activities and
trading in securities or commodities. Net investment income is reduced by deductions “properly allocable” to this income.
Investments in foreign securities may be subject to foreign withholding
taxes or other foreign taxes with respect to income (possibly including, in some cases, capital gains) which may decrease the yield
on such securities. These taxes may be reduced or eliminated under the terms of an applicable tax treaty. In addition, investments
in foreign securities or foreign currencies may increase or accelerate a Fund’s recognition of ordinary income and may affect
the timing or amount of a Fund’s distributions.
If more than 50% of the Fund’s assets at taxable year end
consists of the securities of foreign corporations, the Fund will be eligible to file an election for such taxable year which would
require Fund shareholders to include in gross income their pro rata share of qualified foreign income taxes paid by the Fund and
could allow shareholders, provided certain requirements are met, to use their pro rata portion of such foreign income taxes as
a foreign tax credit against their federal income taxes, or alternatively, for shareholders who itemize their tax deductions, to
deduct their portion of such Fund’s foreign taxes paid in computing their taxable federal income. However, even if the Fund
qualifies to make such election for any year, it may determine not to do so.
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An investor should be aware that, if Common Shares are purchased
shortly before the record date for any taxable distribution (including a capital gain distribution), the purchase price likely
will reflect the value of the distribution and the investor then would receive a taxable distribution that is likely to reduce
the trading value of such Common Shares, in effect resulting in a taxable return of some of the purchase price. Taxable distributions
to certain individuals and certain other non-corporate Common Shareholders, including those who have not provided their correct
taxpayer identification number and other required certifications, may be subject to “backup” federal income tax withholding.
Backup withholding is not an additional tax. Any amounts withheld may be credited against the Common Shareholder’s U.S. federal
income tax liability, provided the appropriate information is furnished to the IRS.
An investor should also be aware that the benefits of the reduced
tax rate applicable to long-term capital gains and qualified dividend income may be impacted by the application of the alternative
minimum tax to individual shareholders.
Certain foreign entities including foreign entities acting as
intermediaries may be subject to a 30% withholding tax on ordinary dividend income paid under the Foreign Account Tax Compliance
Act (“FATCA”). To avoid withholding, foreign financial institutions subject to FATCA must agree to disclose to the
relevant revenue authorities certain information regarding their direct and indirect U.S. owners and other foreign entities must
certify certain information regarding their direct and indirect U.S. owners to the Fund. In addition, the IRS and the Department
of Treasury have issued proposed regulations providing that these withholding rules will not be applicable to the gross proceeds
of share redemptions or capital gain dividends the Fund pays. For more detailed information regarding FATCA withholding and compliance,
please refer to the SAI.
The foregoing briefly summarizes some of the important federal
income tax consequences to Common Shareholders of investing in Common Shares, reflects the U.S. federal tax law as of the date
of this Prospectus, and does not address special tax rules applicable to certain types of investors, such as corporate and foreign
investors. A more complete discussion of the tax rules applicable to the Fund and the Common Shareholders can be found in the SAI
that is incorporated by reference into this Prospectus. Unless otherwise noted, this discussion assumes that an investor is a United
States person and holds Common Shares as a capital asset. This discussion is based upon current provisions of the Code, the regulations
promulgated thereunder, and judicial and administrative ruling authorities, all of which are subject to change or differing interpretations
by the courts or the IRS retroactively or prospectively. Investors should consult their tax advisors regarding other federal, state,
local and, where applicable, foreign tax considerations that may be applicable in their particular circumstances, as well as any
proposed tax law changes.
Shareholders should consult with their tax advisors concerning
the applicability of federal, state, local and other taxes to an investment.
Dividend Reinvestment Plan
The Fund offers a dividend
reinvestment plan (the “Plan”) pursuant to which Common Shareholders automatically have distributions reinvestment
in Common Shares of the Fund unless they elect otherwise through their investment dealer. Common Shareholders who elect not to
participate in the Plan will receive all Fund distributions in cash paid by check mailed directly to the Common Shareholder of
record (or, if the Common Shares are held in street or other nominee name, then to the nominee) by American Stock Transfer &
Trust Company, LLC (“AST” or the “Plan Agent”), as disbursing agent. On the distribution payment date,
if the net asset value per Common Share is equal to or less than the market price per Common Share plus estimated brokerage commissions,
then new Common Shares will be issued. The number of Common Shares shall be determined by the greater of the net asset value per
Common Share or 95% of the market price. Otherwise, Common Shares generally will be purchased on the open market by the Plan Agent.
Distributions subject to income tax (if any) are taxable whether or not shares are reinvested.
If your shares are in the name
of a brokerage firm, bank, or other nominee, you can ask the firm or nominee to participate in the Plan on your behalf. If the
nominee does not offer the Plan, you will need to request that your shares be re-registered in your name with the Fund’s
transfer agent, AST, or you will not be able to participate.
The Plan Agent’s service
fee for handling distributions will be paid by the Fund. Each participant will be charged their pro rata share of brokerage commissions
on all open-market purchases.
Plan participants may withdraw
from the Plan at any time by writing to the Plan Agent at the address noted on page 56. If you withdraw, you will receive shares
in your name for all Common Shares credited to your account under the Plan. If a participant elects by written notice to the Plan
Agent to have the Plan Agent sell part or all of his or her Common Shares and remit the proceeds, the Plan Agent is authorized
to deduct a $5.00 fee plus brokerage commissions from the proceeds.
Any inquiries regarding the
Plan can be directed to the Plan Agent, AST, at 1-866-439-6787.
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Description of Capital Structure
The Fund is an unincorporated business trust established under
the laws of the Commonwealth of Massachusetts by an Agreement and Declaration of Trust (the “Declaration of Trust”).
The Declaration of Trust provides that the Board may authorize separate classes of shares of beneficial interest. The Board has
authorized an unlimited number of Common Shares. The Fund intends to hold annual meetings of Common Shareholders in compliance
with the requirements of the NYSE.
COMMON SHARES
The Declaration of Trust permits the Fund to issue an unlimited
number of full and fractional Common Shares. Each Common Share represents an equal proportionate interest in the assets of the
Fund with each other Common Share in the Fund. Common Shareholders will be entitled to the payment of distributions when, as and
if declared by the Board. The 1940 Act or the terms of any future borrowings or issuance of preferred shares may limit the payment
of distributions to the Common Shareholders. Each whole Common Share shall be entitled to one vote as to matters on which it is
entitled to vote pursuant to the terms of the Declaration of Trust on file with the SEC.
The Fund’s By-Laws include provisions (the “Control
Share Provisions”), pursuant to which a shareholder who obtains beneficial ownership of Fund shares in a “Control Share
Acquisition” may exercise voting rights with respect to such shares only to the extent the authorization of such voting rights
is approved by other shareholders of the Fund. The By-Laws define a “Control Share Acquisition,” pursuant to various
conditions and exceptions, to include an acquisition of Fund shares that would give the beneficial owner, upon the acquisition
of such shares, the ability to exercise voting power, but for the Control Share Provisions, in the election of Fund Trustees in
any of the following ranges: (i) one-tenth or more, but less than one-fifth of all voting power; (ii) one-fifth or more, but less
than one-third of all voting power; (iii) one-third or more, but less than a majority of all voting power; or (iv) a majority or
more of all voting power. Subject to various conditions and procedural requirements, including the delivery of a “Control
Share Acquisition Statement” to the Fund’s secretary setting forth certain required information, a shareholder who
obtains beneficial ownership of shares in a Control Share Acquisition generally may request a vote of Fund shareholders (excluding
such acquiring shareholder and certain other interested shareholders) to approve the authorization of voting rights for such shares
at the next annual meeting of Fund shareholders following the Control Share Acquisition. See “Certain Provisions of the Organizational
Documents” below for more information.
The By-Laws establish qualification criteria applicable to
prospective Trustees and generally require that advance notice be given to the Fund in the event a shareholder desires to nominate
a person for election to the Board or to transact any other business at a meeting of shareholders. Any notice by a shareholder
must be accompanied by certain information as required by the By-Laws. No shareholder proposal will be considered at any meeting
of shareholders of the Fund if such proposal is submitted by a shareholder who does not satisfy all applicable requirements set
forth in the By-Laws.
In the event of the liquidation of the Fund, after paying
or adequately providing for the payment of all liabilities of the Fund and the liquidation preference with respect to any outstanding
preferred shares, and upon receipt of such releases, indemnities and refunding agreements as they deem necessary for their protection,
the Board may distribute the remaining assets of the Fund among the Common Shareholders. The Declaration of Trust provides that
Common Shareholders are not liable for any liabilities of the Fund and permits inclusion of a clause to that effect in every agreement
entered into by the Fund and in coordination with the Fund’s By-laws indemnifies shareholders against any such liability.
Although shareholders of an unincorporated business trust established under Massachusetts law may, in certain limited circumstances,
be held personally liable for the obligations of the business trust as though they were general partners, the provisions of the
Fund’s Organizational Documents described in the foregoing sentence make the likelihood of such personal liability remote.
The Fund has no current intention to issue preferred shares
or to borrow money. However, if at some future time there are any borrowings or preferred shares outstanding, the Fund may not
be permitted to declare any cash distribution on its Common Shares, unless at the time of such declaration, (i) all accrued distributions
on preferred shares or accrued interest on borrowings have been paid and (ii) the value of the Fund’s total assets (determined
after deducting the amount of such distribution), less all liabilities and indebtedness of the Fund not represented by senior securities,
is at least 300% of the aggregate amount of such securities representing indebtedness and at least 200% of the aggregate amount
of securities representing indebtedness plus the aggregate liquidation value of the outstanding preferred shares. In addition to
the requirements of the 1940 Act, the Fund may be required to comply with other asset coverage requirements as a condition of the
Fund obtaining a rating of preferred shares from a nationally recognized statistical rating agency (a “Rating Agency”).
These requirements may include an asset coverage test more stringent than under the 1940 Act. This limitation on the Fund’s
ability to make distributions on its Common Shares could in certain circumstances impair the
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ability of the Fund to maintain its qualification for taxation
as a regulated investment company for federal income tax purposes. If the Fund were in the future to issue preferred shares or
borrow money, it would intend, however, to the extent possible to purchase or redeem preferred shares or reduce borrowings from
time to time to maintain compliance with such asset coverage requirements and may pay special distributions to the holders of the
preferred shares in certain circumstances in connection with any potential impairment of the Fund’s status as a regulated
investment company. See “Federal Income Tax Matters.” Depending on the timing of any such redemption or repayment,
the Fund may be required to pay a premium in addition to the liquidation preference of the preferred shares to the holders thereof.
The Fund has no present intention of offering additional Common
Shares, except as described herein. Other offerings of its Common Shares, if made, will require approval of the Board. Any additional
offering will not be sold at a price per Common Share below the then current net asset value (NAV) (exclusive of underwriting discounts
and commissions) except in connection with an offering to existing Common Shareholders or with the consent of a majority of the
outstanding Common Shares. The Common Shares have no preemptive rights.
The Fund generally will not issue Common Share certificates.
However, upon written request to the Fund’s transfer agent, a share certificate will be issued for any or all of the full
Common Shares credited to an investor’s account. Common Share certificates that have been issued to an investor may be returned
at any time.
REPURCHASE OF COMMON SHARES AND OTHER DISCOUNT MEASURES
Because shares of closed-end management investment companies
frequently trade at a discount to their NAVs, the Board has determined that from time-to-time it may be in the interest of Common
Shareholders for the Fund to take corrective actions to reduce trading discounts in the Common Shares. The Board, in consultation
with Eaton Vance, will review at least annually the possibility of open market repurchases and/or tender offers for the Common
Shares and will consider such factors as the market price of the Common Shares, the NAV of the Common Shares, the liquidity of
the assets of the Fund, the effect on the Fund’s expenses, whether such transactions would impair the Fund’s status
as a regulated investment company or result in a failure to comply with applicable asset coverage requirements, general economic
conditions and such other events or conditions that may have a material effect on the Fund’s ability to consummate such transactions.
There are no assurances that the Board will, in fact, decide to undertake either of these actions or, if undertaken, that such
actions will result in the Common Shares trading at a price equal to or approximating their NAV. In recognition of the possibility
that the Common Shares might trade at a discount to NAV and that any such discount may not be in the interest of shareholders,
the Board, in consultation with Eaton Vance, from time to time may review possible actions to reduce any such discount.
The Board of Trustees initially approved a share repurchase
program for the Fund on August 6, 2012. Pursuant to the reauthorization of the share repurchase program by the Board of Trustees
in March 2019, the Fund is authorized to repurchase up to 10% of its common shares outstanding as of the last day of the prior
calendar year at market prices when shares are trading at a discount to net asset value. The share repurchase program does not
obligate the Fund to purchase a specific amount of shares. Results of the share repurchase program are disclosed in the Fund's
annual and semiannual reports to shareholders.
PREFERRED SHARES
The Fund has no current intention of issuing any shares other
than the Common Shares. However, the Declaration of Trust authorizes the issuance of an unlimited number of shares of beneficial
interest with preference rights (the “preferred shares”) in one or more series, with rights as determined by the Board,
by action of the Board without the approval of the Common Shareholders.
Under the requirements of the 1940 Act, the Fund must, immediately
after the issuance of any preferred shares, have an “asset coverage” of at least 200%. Asset coverage means the ratio
which the value of the total assets of the Fund, less all liabilities and indebtedness not represented by senior securities (as
defined in the 1940 Act), bears to the aggregate amount of senior securities representing indebtedness of the Fund, if any, plus
the aggregate liquidation preference of the preferred shares. If the Fund seeks a rating for preferred shares, asset coverage requirements
in addition to those set forth in the 1940 Act may be imposed. The liquidation value of any preferred shares would be expected
to equal their aggregate original purchase price plus redemption premium, if any, together with any accrued and unpaid distributions
thereon (on a cumulative basis), whether or not earned or declared. The terms of any preferred shares, including their distribution
rate, voting rights, liquidation preference and redemption provisions, will be determined by the Board (subject to applicable law
and the Fund’s Declaration of Trust) if and when it authorizes preferred shares. The Fund may issue preferred shares that
provide for the periodic redetermination of the distribution rate at relatively short intervals through an auction or remarketing
procedure, although the terms of such preferred shares may also enable the Fund to lengthen such intervals. At times, the distribution
rate on any preferred shares may exceed the Fund’s return after expenses on the investment of proceeds from the preferred shares and the Fund’s
leverage structure, resulting in a lower rate of return to Common Shareholders than if the Fund were not so structured.
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In the event of any voluntary or involuntary liquidation, dissolution
or winding up of the Fund, the terms of any preferred shares may entitle the holders of preferred shares to receive a preferential
liquidating distribution (expected to equal the original purchase price per share plus redemption premium, if any, together with
accrued and unpaid dividends, whether or not earned or declared and on a cumulative basis) before any distribution of assets is
made to Common Shareholders. After payment of the full amount of the liquidating distribution to which they are entitled, the preferred
shareholders would not be entitled to any further participation in any distribution of assets by the Fund.
Holders of preferred shares, voting as a class, would be entitled
to elect two of the Fund’s Trustees if any preferred shares are issued. The holders of both the Common Shares and the preferred
shares (voting together as a single class with each share entitling its holder to one vote) shall be entitled to elect the remaining
Trustees of the Fund. Under the 1940 Act, if at any time dividends on the preferred shares are unpaid in an amount equal to two
full years’ dividends thereon, the holders of all outstanding preferred shares, voting as a class, will be allowed to elect
a majority of the Board until all distributions in arrears have been paid or declared and set apart for payment. In addition, if
required by a Rating Agency rating the preferred shares or if the Board determines it to be in the best interests of the Common
Shareholders, issuance of the preferred shares may result in more restrictive provisions than required under the 1940 Act. In this
regard, holders of preferred shares may be entitled to elect a majority of the Board in other circumstances, for example, if one
payment on the preferred shares is in arrears. The differing rights of the holders of preferred and Common Shares with respect
to the election of Trustees do not affect the obligation of all Trustees to take actions they believe to be consistent with the
best interests of the Fund. All such actions must be consistent with (i) the obligations of the Fund with respect to the holders
of preferred shares (which obligations arise primarily from the contractual terms of the preferred shares, as specified in the
Declaration of Trust and By-laws of the Fund) and (ii) the fiduciary duties owed to the Fund, which include the duties of loyalty
and care.
In the event of any future issuance of preferred shares, the
Fund likely would seek a credit rating for such preferred shares from a Rating Agency. In such event, as long as preferred shares
are outstanding, the composition of its portfolio will reflect guidelines established by such Rating Agency. Based on previous
guidelines established by Rating Agencies for the securities of other issuers, the Fund anticipates that the guidelines with respect
to any preferred shares would establish a set of tests for portfolio composition and asset coverage that supplement (and in some
cases are more restrictive than) the applicable requirements under the 1940 Act. Although no assurance can be given as to the nature
or extent of the guidelines that may be imposed in connection with obtaining a rating of any preferred shares, the Fund anticipates
that such guidelines would include asset coverage requirements that are more restrictive than those under the 1940 Act, restrictions
on certain portfolio investments and investment practices and certain mandatory redemption requirements relating to any preferred
shares. No assurance can be given that the guidelines actually imposed with respect to any preferred shares by a Rating Agency
would be more or less restrictive than those described in this Prospectus.
CREDIT FACILITY/COMMERCIAL PAPER PROGRAM
The Fund has no current intention to borrow money for the purpose
of obtaining investment leverage. If, in the future, the Fund determines to engage in investment leverage using borrowings, the
Fund may enter into definitive agreements with respect to a credit facility/commercial paper program or other borrowing program
(“Program”), pursuant to which the Fund would expect to be entitled to borrow up to a specified amount. Any such borrowings
would constitute financial leverage. Borrowings under such a Program would not be expected to be convertible into any other securities
of the Fund. Outstanding amounts would be expected to be prepayable by the Fund prior to final maturity without significant penalty,
and no sinking fund or mandatory retirement provisions would be expected to apply. Outstanding amounts would be payable at maturity
or such earlier times as required by the agreement. The Fund may be required to prepay outstanding amounts under the Program or
incur a penalty rate of interest in the event of the occurrence of certain events of default. The Fund would be expected to indemnify
the lenders under the Program against liabilities they may incur in connection with the Program.
In addition, the Fund expects that any such Program would contain
covenants that, among other things, likely would limit the Fund’s ability to pay distributions in certain circumstances,
incur additional debt, change its fundamental investment policies and engage in certain transactions, including mergers and consolidations,
and may require asset coverage ratios in addition to those required by the 1940 Act. The Fund may be required to pledge its assets
and to maintain a portion of its assets in cash or high-grade securities as a reserve against interest or principal payments and
expenses. The Fund expects that any Program would have customary covenant, negative covenant and default provisions. There can
be no assurance that the Fund will enter into an agreement for a Program on terms and conditions representative of the foregoing,
or that additional material terms will not apply. In addition, if entered into, any such Program may in the future be replaced or refinanced by one or more credit facilities having
substantially different terms or by the issuance of preferred shares or debt securities.
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EFFECTS OF POSSIBLE FUTURE LEVERAGE
As discussed above, the Fund has no current intention to issue
preferred shares or to borrow money for the purpose of obtaining investment leverage. In the event that the Fund determines in
the future to utilize investment leverage, there can be no assurance that such a leveraging strategy would be successful during
any period in which it is employed. Leverage creates risks for Common Shareholders, including the likelihood of greater volatility
of NAV and market price of the Common Shares and the risk that fluctuations in distribution rates on any preferred shares or fluctuations
in borrowing costs may affect the return to Common Shareholders. To the extent that amounts available for distribution derived
from securities purchased with the proceeds of leverage exceed the cost of such leverage, the Fund’s distributions would
be greater than if leverage had not been used. Conversely, if the amounts available for distribution derived from securities purchased
with leverage proceeds are not sufficient to cover the cost of leverage, distributions to Common Shareholders would be less than
if leverage had not been used. In the latter case, Eaton Vance, in its best judgment, may nevertheless determine to maintain the
Fund’s leveraged position if it deems such action to be appropriate. The costs of an offering of preferred shares and/or
a borrowing program would be borne by Common Shareholders and consequently would result in a reduction of the NAV of Common Shares.
See “Risk Factors -- Financial Leverage Risk.”
In addition, the fee paid to Eaton Vance is calculated on the
basis of the Fund’s average daily gross assets, including proceeds from the issuance of preferred shares and/or borrowings,
so the fees would be higher if leverage is utilized. In this regard, holders of preferred shares would not bear the investment
advisory fee. Rather, Common Shareholders would bear the portion of the investment advisory fee attributable to the assets purchased
with the proceeds of the preferred shares offering. See “Risk Factors — Financial Leverage Risk.”
CERTAIN PROVISIONS OF THE ORGANIZATIONAL DOCUMENTS
Anti-Takeover Provisions in the Organizational Documents
The Board is divided into three classes, with the term of
one class expiring at each annual meeting of holders of Common Shares and preferred shares. At each annual meeting, one class of
Trustees is elected to a three-year term. This provision could delay for up to two years the replacement of a majority of the Board.
In the event a Trustee is not elected at an annual meeting at which such Trustee’s term expires, and such Trustee’s
successor is also not elected, then the incumbent Trustee shall remain a member of the relevant class of Trustees and hold office
until the expiration of the term applicable to Trustees in that class. In a contested Trustee election, a nominee must receive
the affirmative vote of a majority of the shares outstanding and entitled to vote in order to be elected. A Trustee may be removed
from office only for cause by a written instrument signed by the remaining Trustees or by a vote of the holders of at least two-thirds
of the class of shares of the Fund that elects such Trustee and are entitled to vote on the matter.
The Organizational Documents establish supermajority voting
requirements with respect to certain matters. The Declaration of Trust requires the favorable vote of the holders of at least 75%
of the outstanding shares of each class of the Fund, voting as a class, then entitled to vote to approve, adopt or authorize certain
transactions with 5%-or-greater holders (“Principal Shareholders”) of a class of shares and their associates, unless
the Board shall by resolution have approved a memorandum of understanding with such holders, in which case normal voting requirements
would be in effect. For purposes of these provisions, a Principal Shareholder refers to any person who, whether directly or indirectly
and whether alone or together with its affiliates and associates, beneficially owns 5% or more of the outstanding shares of any
class of beneficial interest of the Fund. The transactions subject to these special approval requirements are: (i) the merger or
consolidation of the Fund or any subsidiary of the Fund with or into any Principal Shareholder; (ii) the issuance of any securities
of the Fund to any Principal Shareholder for cash; (iii) the sale, lease or exchange of all or any substantial part of the assets
of the Fund to any Principal Shareholder (except assets having an aggregate fair market value of less than $1,000,000, aggregating
for the purpose of such computation all assets sold, leased or exchanged in any series of similar transactions within a twelve-month
period); or (iv) the sale, lease or exchange to or with the Fund or any subsidiary thereof, in exchange for securities of the Fund,
of any assets of any Principal Shareholder (except assets having an aggregate fair market value of less than $1,000,000, aggregating
for the purposes of such computation all assets sold, leased or exchanged in any series of similar transactions within a twelve-month
period). For information on the Control Share Provisions and the qualification criteria applicable to prospective Trustees in the
Fund’s By-Laws, see “Description of Capital Structure – Common Shares.”
The Board has determined that all voting requirements described
above that are greater than the minimum requirements under Massachusetts law or the 1940 Act are in the best interest of holders
of Common Shares and preferred shares generally. Reference should be made to the Organizational Documents on file with the SEC
for the full text of these provisions.
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Conversion to Open-End Fund
The Fund may be converted to an open-end management investment
company at any time if approved by the lesser of (i) two-thirds or more of the Fund’s then outstanding Common Shares and
preferred shares (if any), each voting separately as a class, or (ii) more than 50% of the then outstanding Common Shares and preferred
shares (if any), voting separately as a class if such conversion is recommended by at least 75% of the Trustees then in office.
If approved in the foregoing manner, conversion of the Fund could not occur until 90 days after the shareholders’ meeting
at which such conversion was approved and would also require at least 30 days’ prior notice to all shareholders. Conversion
of the Fund to an open-end management investment company also would require the redemption of any outstanding preferred shares
and could require the repayment of borrowings, which would eliminate any future leveraged capital structure of the Fund with respect
to the Common Shares. In the event of conversion, the Common Shares would cease to be listed on the NYSE or other national securities
exchange or market system. The Board believes that the closed-end structure is desirable, given the Fund’s investment objectives
and policies. Investors should assume, therefore, that it is unlikely that the Board would vote to convert the Fund to an open-end
management investment company. Shareholders of an open-end management investment company may require the company to redeem their
shares at any time (except in certain circumstances as authorized by or under the 1940 Act) at their NAV, less such redemption
charge, if any, as might be in effect at the time of a redemption. If the Fund were to convert to an open-end investment company,
the Fund expects it would pay all such redemption requests in cash, but would likely reserve the right to pay redemption requests
in a combination of cash or securities. If such partial payment in securities were made, investors may incur brokerage costs in
converting such securities to cash. If the Fund were converted to an open-end fund, it is likely that new Common Shares would be
sold at NAV plus a sales load.
Custodian and Transfer Agent
State Street Bank and Trust Company (“State Street”),
State Street Financial Center, One Lincoln Street, Boston, MA 02111, is the custodian of the Fund and will maintain custody of
the securities and cash of the Fund. State Street maintains the Fund’s general ledger and computes NAV per share at least
weekly. State Street also attends to details in connection with the sale, exchange, substitution, transfer and other dealings with
the Fund’s investments, and receives and disburses all funds. State Street also assists in preparation of shareholder reports
and the electronic filing of such reports with the SEC.
American Stock Transfer & Trust Company, LLC, 6201 15th
Avenue, Brooklyn, NY 11219 is the transfer agent and dividend disbursing agent of the Fund.
Legal Matters
Certain legal matters in connection with the Common Shares is
passed upon for the Fund by internal counsel for Eaton Vance.
Reports to Shareholders
The Fund will send to Common Shareholders unaudited semi-annual
and audited annual reports, including a list of investments held.
Independent Registered Public Accounting Firm
Deloitte & Touche LLP, 200 Berkeley Street, Boston, MA 02116,
independent registered public accounting firm, audits the Fund’s financial statements and provides other audit, tax and related
services.
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Additional Information
The Prospectus and the SAI do not contain all of the information
set forth in the Registration Statement that the Fund has filed with the SEC. The complete Registration Statement may be obtained
from the SEC upon payment of the fee prescribed by its rules and regulations. The SAI can be obtained without charge by calling
1-800-262-1122.
Statements contained in this Prospectus as to the contents of
any contract or other documents referred to are not necessarily complete, and, in each instance, reference is made to the copy
of such contract or other document filed as an exhibit to the Registration Statement of which this Prospectus forms a part, each
such statement being qualified in all respects by such reference.
Beginning on January 1, 2021, as permitted by regulations adopted
by the Securities and Exchange Commission, paper copies of the Fund’s annual and semi-annual shareholder reports are no longer
being sent by mail unless you specifically request paper copies of the reports. Instead, the reports are being made available on
the Fund’s website (funds.eatonvance.com/closed-end-fund-and-term-trust-documents.php), and you will be notified by mail
each time a report is posted and provided with a website address to access the report. If you already elected to receive shareholder
reports electronically, you will not be affected by this change and you need not take any action. If you hold shares at the Fund’s
transfer agent, American Stock Transfer & Trust Company, LLC (“AST”), you may elect to receive shareholder reports
and other communications from the Fund electronically by contacting AST. If you own your shares through a financial intermediary
(such as a broker-dealer or bank), you must contact your financial intermediary to sign up. You may elect to receive all future
Fund shareholder reports in paper free of charge. If you hold shares at AST, you can inform AST that you wish to continue receiving
paper copies of your shareholder reports by calling 1-866-439-6787. If you own these shares through a financial intermediary, you
must contact your financial intermediary or follow instructions included with this disclosure, if applicable, to elect to continue
to receive paper copies of your shareholder reports. Your election to receive reports in paper will apply to all funds held with
AST or to all funds held through your financial intermediary, as applicable.
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Table of Contents for the Statement of Additional Information
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Page
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Additional Investment Information and Restrictions
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2
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Trustees and Officers
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10
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Investment Advisory and Other Services
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18
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Determination of Net Asset Value
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22
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Portfolio Trading
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23
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Taxes
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25
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Other Information
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32
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Custodian
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32
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Independent Registered Public Accounting Firm
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32
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Financial Statements
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32
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APPENDIX A: Ratings
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33
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APPENDIX B: Eaton Vance Funds Proxy Voting Policy and Procedures
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43
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APPENDIX C: Adviser and Sub-Adviser Proxy Voting Policies and Procedures
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45
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The Fund’s Privacy Policy
The Eaton Vance organization is committed to ensuring your
financial privacy. Each entity listed below has adopted privacy policy and procedures (“Privacy Program”) Eaton Vance
believes is reasonably designed to protect your personal information and to govern when and with whom Eaton Vance may share your
personal information.
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·
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At the time of opening an account, Eaton Vance generally requires you to provide us with certain information such as name,
address, social security number, tax status, account numbers, and account balances. This information is necessary for us to both
open an account for you and to allow us to satisfy legal requirements such as applicable anti-money laundering reviews and know-your-customer
requirements.
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·
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On an ongoing basis, in the normal course of servicing your account, Eaton Vance may share your information with unaffiliated
third parties that perform various services for Eaton Vance and/or your account. These third parties include transfer agents, custodians,
broker/dealers and our professional advisers, including auditors, accountants, and legal counsel. Eaton Vance may share your personal
information with our affiliates. Eaton Vance may also share your information as required or permitted by applicable law.
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We have adopted a Privacy Program we believe is reasonably designed to protect the confidentiality of your personal information
and to prevent unauthorized access to that information.
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We reserve the right to change our Privacy Program at any time upon proper notification to you. You may want to review our
Privacy Program periodically for changes by accessing the link on our homepage: www.eatonvance.com.
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Our pledge of protecting your personal information applies
to the following entities within the Eaton Vance organization: the Eaton Vance Family of Funds, Eaton Vance Management, Eaton Vance
WaterOak Advisors, Eaton Vance Distributors, Inc., Eaton Vance Trust Company, Eaton Vance Management (International) Limited, Eaton
Vance Advisers International Ltd., Eaton Vance Global Advisors Limited, Eaton Vance Management’s Real Estate Investment Group,
Boston Management and Research, Calvert Research and Management, and Calvert Funds.
This Privacy Notice supersedes all previously issued privacy
disclosures.
For more information about Eaton Vance’s Privacy Program
or about how your personal information may be used, please call 1-800-262-1122.
Eaton Vance Tax-Managed Global Diversified Equity Income Fund
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Prospectus dated February 19, 2021
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Up to 45,429,518 Shares
Eaton Vance Tax-Managed Global Diversified
Equity Income Fund
Common Shares
Prospectus February 19, 2021
Printed on recycled paper.
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Prospectus dated February 19, 2021
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STATEMENT OF
ADDITIONAL INFORMATION
February 19, 2021
Eaton Vance Tax-Managed Global
Diversified Equity Income Fund
Two International Place
Boston, Massachusetts 02110
1-800-262-1122
Table of Contents
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Page
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Additional Investment Information and Restrictions
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2
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Trustees and Officers
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10
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Investment Advisory and Other Services
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18
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Determination of Net Asset Value
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22
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Portfolio Trading
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23
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Taxes
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25
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Other Information
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32
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Custodian
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32
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Independent Registered Public Accounting Firm
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32
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Financial Statements
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32
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APPENDIX A: Ratings
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33
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APPENDIX B: Eaton Vance Funds Proxy Voting Policy and Procedures
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43
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APPENDIX C: Adviser and Sub-Adviser Proxy Voting Policies and Procedures
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45
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THIS STATEMENT OF ADDITIONAL INFORMATION (“SAI”)
IS NOT A PROSPECTUS AND IS AUTHORIZED FOR DISTRIBUTION TO PROSPECTIVE INVESTORS ONLY IF PRECEDED OR ACCOMPANIED BY THE PROSPECTUS
OF EATON VANCE TAX-MANAGED GLOBAL DIVERSIFIED EQUITY INCOME FUND (THE “FUND”) DATED FEBRUARY 19, 2021 (THE “PROSPECTUS”),
AS SUPPLEMENTED FROM TIME TO TIME, WHICH IS INCORPORATED HEREIN BY REFERENCE. THIS SAI SHOULD BE READ IN CONJUNCTION WITH SUCH
PROSPECTUS, A COPY OF WHICH MAY BE OBTAINED WITHOUT CHARGE BY CONTACTING YOUR FINANCIAL INTERMEDIARY OR CALLING THE FUND AT 1-800-262-1122.
Capitalized terms used in this SAI and not otherwise defined
have the meanings given them in the Fund’s Prospectus and any related Prospectus Supplements.
ADDITIONAL INVESTMENT INFORMATION AND
RESTRICTIONS
Primary investment strategies are described in the Prospectus.
The following is a description of the various investment policies that may be engaged in, whether as a primary or secondary strategy,
and a summary of certain attendant risks.
Equity
Investments. As described in the Prospectus, the Fund invests
in common stocks.
Preferred
Stocks. The Fund may invest in preferred stocks of both
domestic and foreign issuers. Under normal market conditions, the Fund expects, with respect to that portion of its total assets
invested in preferred stocks, to invest only in preferred stocks of investment grade quality as determined by S&P, Fitch or
Moody’s or, if unrated, determined to be of comparable quality by Eaton Vance. The foregoing credit quality policies apply
only at the time a security is purchased, and the Fund is not required to dispose of a security in the event of a downgrade of
an assessment of credit quality or the withdrawal of a rating.
Preferred stock represents an equity interest in a corporation,
company or trust that has a higher claim on the assets and earnings than common stock. Preferred stock usually has limited voting
rights. Preferred stock involves credit risk, which is the risk that a preferred stock will decline in price, or fail to pay dividends
when expected, because the issuer experiences a decline in its financial status. A company’s preferred stock generally pays
dividends after the company makes the required payments to holders of its bonds and other debt instruments but before dividend
payments are made to common stockholders. However, preferred stock may not pay scheduled dividends or dividend payments may be
in arrears. The value of preferred stock may react more strongly than bonds and other debt instruments to actual or perceived changes
in the company’s financial condition or prospects. Certain preferred stocks may be convertible to common stock. Preferred
stock may be subject to redemption at the option of the issuer at a predetermined price. Because they may make regular income payments,
preferred stocks may be considered fixed-income securities for purposes of a Fund’s investment restrictions. In addition
to credit risk, investment in preferred stocks involves certain other risks as more fully described in the Prospectus.
Derivative
Instruments. Generally, derivatives can be characterized
as financial instruments whose performance is derived at least in part from the performance of an underlying reference instrument.
Derivative instruments may be acquired in the United States or abroad and include the various types of exchange-traded and over-the-counter
(“OTC”) instruments described herein and other instruments with substantially similar characteristics and risks. Derivative
instruments may be based on securities, indices, currencies, commodities, economic indicators and events (referred to as “reference
instruments”). Fund obligations created pursuant to derivative instruments may be subject to the requirements described under
“Asset Coverage” herein.
In seeking to manage exposure to certain sectors and/or markets
in connection with its use of dividend capture trading, the Fund may buy and sell equity index futures contracts and may engage
in other types of derivatives to manage such exposures. The Fund may also invest in derivative instruments acquired for hedging,
risk management and investment purposes (to gain exposure to securities, securities markets, markets indices and/or currencies
consistent with its investment objective and policies). Other permitted derivatives include futures contracts on securities and
non-equity indices, options on futures contracts, the purchase of put options and the sale of call options on securities held,
equity swaps, interest rate swaps, covered short sales, forward sales of stocks, forward currency exchange contracts and currency
futures contracts. Derivative instruments may also be used by the Fund to enhance returns or as a substitute for the purchase or
sale of securities. The Fund may invest in the foregoing derivatives without limitation and use of derivatives may be extensive.
Derivative instruments are subject to a number of risks, including
adverse or unexpected movements in the price of the reference instrument, and counterparty, liquidity, tax, correlation and leverage
risks. Use of derivative instruments may cause the realization of higher amounts of short-term capital gains (generally taxed at
ordinary income tax rates) than if such instruments had not been used. Success in using derivative instruments to hedge portfolio
assets depends on the degree of price correlation between the derivative instruments and the hedged asset. Imperfect correlation
may be caused by several factors, including temporary price disparities among the trading markets for the derivative instrument,
the reference instrument and the Fund’s assets. To the extent that a derivative instrument is intended to hedge against an
event that does not occur, the Fund may realize losses. Derivatives permit the Fund to increase or decrease the level of risk,
or change the character of the risk, to which its portfolio is exposed in much the same way as the Fund can increase or decrease
the level of risk, or change the character of the risk, of its portfolio by making investments in specific securities. There can
be no assurance that the use of derivative instruments will benefit the Fund.
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The Fund may use derivative instruments and trading strategies,
including the following:
Options
on Securities, Indices and Currencies. The Fund may engage in transactions in exchange traded and over-the-counter (“OTC”)
options. In general, exchange-traded options have standardized exercise prices and expiration dates and require the parties to
post margin against their obligations, and the performance of the parties’ obligations in connection with such options is
guaranteed by the exchange or a related clearing corporation. OTC options have more flexible terms negotiated between the buyer
and the seller, but generally do not require the parties to post margin and are subject to greater credit risk. OTC options also
involve greater liquidity risk.
Call
Options. The Fund is authorized to write (i.e., sell) call options and to enter into closing purchase transactions with
respect to certain of such options. A covered call option is an option in which the Fund, in return for a premium, gives another
party a right to buy specified securities owned by the Fund at a specified future date and price set at the time of the contract.
The principal reason for writing call options is the
attempt to realize, through the receipt of premiums, a greater return than would be realized on the securities alone. By writing
covered call options, the Fund gives up the opportunity, while the option is in effect, to profit from any price increase in the
underlying security above the option exercise price. In addition, the Fund’s ability to sell the underlying security will
be limited while the option is in effect unless the Fund enters into a closing purchase transaction. A closing purchase transaction
cancels out the Fund’s position as the writer of an option by means of an offsetting purchase of an identical option prior
to the expiration of the option it has written. Covered call options also serve as a partial hedge to the extent of the premium
received against the price of the underlying security declining.
Put
Options. The Fund is authorized to purchase put options to seek to hedge against a decline in the value of its securities
or to enhance its return. By buying a put option, the Fund acquires a right to sell the underlying securities or instruments at
the exercise price, thus limiting the Fund’s risk of loss through a decline in the market value of the securities or instruments
until the put option expires. The amount of any appreciation in the value of the underlying securities or instruments will be partially
offset by the amount of the premium paid for the put option and any related transaction costs. Prior to its expiration, a put option
may be sold in a closing sale transaction and profit or loss from the sale will depend on whether the amount received is more or
less than the premium paid for the put option plus the related transaction costs. A closing sale transaction cancels out the Fund’s
position as the purchaser of an option by means of an offsetting sale of an identical option prior to the expiration of the option
it has purchased. The Fund also may purchase uncovered put options.
Futures.
The Fund may engage in transactions in futures and options on futures. Futures are standardized, exchange-traded contracts that
obligate a purchaser to take delivery, and a seller to make delivery, of a specific amount of an asset at a specified future date
at a specified price. No price is paid upon entering into a futures contract. Rather, upon purchasing or selling a futures contract
the Fund is required to deposit collateral (“margin”) equal to a percentage (generally less than 10%) of the contract
value. Each day thereafter until the futures position is closed, the Fund will pay additional margin representing any loss experienced
as a result of the futures position the prior day or be entitled to a payment representing any profit experienced as a result of
the futures position the prior day. Futures involve substantial leverage risk. The sale of a futures contract limits the Fund’s
risk of loss from a decline in the market value of portfolio holdings correlated with the futures contract prior to the futures
contract’s expiration date. In the event the market value of the Fund holdings correlated with the futures contract increases
rather than decreases, however, the Fund will realize a loss on the futures position and a lower return on the Fund holdings than
would have been realized without the purchase of the futures contract.
The purchase of a futures contract may protect the
Fund from having to pay more for securities as a consequence of increases in the market value for such securities during a period
when the Fund was attempting to identify specific securities in which to invest in a market the Fund believes to be attractive.
In the event that such securities decline in value or the Fund determines not to complete an anticipatory hedge transaction relating
to a futures contract, however, the Fund may realize a loss relating to the futures position.
The Fund is also authorized to purchase or sell call
and put options on futures contracts including financial futures and stock indices. Generally, these strategies would be used under
the same market and market sector conditions (i.e., conditions relating to specific types of investments) in which the Fund entered
into futures transactions. The Fund may purchase put options or write call options on futures contracts and stock indices in lieu
of selling the underlying futures contract in anticipation of a decrease in the market value of its securities. Similarly, the
Fund can purchase call options, or write put options on futures contracts and stock indices, as a substitute for the purchase of
such futures to hedge against the increased cost resulting from an increase in the market value of securities which the Fund intends
to purchase.
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Risks
Associated with Futures. The primary risks associated with the use of futures contracts and options are (a) the imperfect
correlation between the change in market value of the instruments held by the Fund and the price of the futures contract or option;
(b) possible lack of a liquid secondary market for a futures contract and the resulting inability to close a futures contract when
desired; (c) losses caused by unanticipated market movements, which are potentially unlimited; (d) the investment adviser’s
inability to predict correctly the direction of securities prices, interest rates, currency exchange rates and other economic factors;
and (e) the possibility that the counterparty will default in the performance of its obligations.
The Fund has claimed an exclusion from the definition
of the term Commodity Pool Operator (“CPO”) under the Commodity Exchange Act and therefore is not subject to registration
as a CPO.
Forward
Foreign Currency Exchange Contracts. Forward foreign currency exchange contracts are OTC contracts to purchase or sell
a specified amount of a specified currency or multinational currency unit at a price and future date set at the time of the contract.
Spot foreign exchange transactions are similar but require current, rather than future, settlement. The Fund will enter into foreign
exchange transactions for purposes of hedging either a specific transaction or the Fund position or, to seek to enhance returns.
Proxy hedging is often used when the currency to which the Fund is exposed is difficult to hedge or to hedge against the dollar.
Proxy hedging entails entering into a forward contract to sell a currency whose changes in value are generally considered to be
linked to a currency or currencies in which some or all of the Fund’s securities are, or are expected to be, denominated,
and to buy U.S. dollars. Proxy hedging involves some of the same risks and considerations as other transactions with similar instruments.
Currency transactions can result in losses to the Fund if the currency being hedged fluctuates in value to a degree or in a direction
that is not anticipated. In addition, there is the risk that the perceived linkage between various currencies may not be present
or may not be present during the particular time that the Fund is engaged in proxy hedging. The Fund may also cross-hedge currencies
by entering into forward contracts to sell one or more currencies that are expected to decline in value relative to other currencies
to which the Fund has or in which the Fund expects to have portfolio exposure. Some of the forward foreign currency contracts entered
into by the Fund are classified as non-deliverable forwards (“NDF”). NDFs are cash-settled, short-term forward contracts
that may be thinly traded or are denominated in non-convertible foreign currency, where the profit or loss at the time at the settlement
date is calculated by taking the difference between the agreed upon exchange rate and the spot rate at the time of settlement,
for an agreed upon notional amount of funds. NDFs are commonly quoted for time periods of one month up to two years, and are normally
quoted and settled in U.S. dollars. They are often used to gain exposure to and/or hedge exposure to foreign currencies that are
not internationally traded.
Foreign
Currency Transactions. The Fund may engage in spot transactions and forward foreign currency exchange contracts and
currency swaps, purchase and sell options on currencies and purchase and sell currency futures and related options thereon (collectively,
“Currency Instruments”) for purposes of hedging against the decline in the value of currencies in which its portfolio
holdings are denominated against the U.S. dollar or, to seek to enhance returns. Such transactions could be effected with respect
to hedges on foreign dollar denominated securities owned by the Fund, sold by the Fund but not yet delivered, or committed or anticipated
to be purchased by the Fund.
As measured in U.S. dollars, the value of assets denominated
in foreign currencies may be affected favorably or unfavorably by changes in foreign currency rates and exchange control regulations.
Currency exchange rates can also be affected unpredictably by intervention by U.S. or foreign governments or central banks, or
the failure to intervene, or by currency controls or political developments in the United States or abroad. Foreign currency exchange
transactions may be conducted on a spot (i.e., cash) basis at the spot rate prevailing in the foreign currency exchange market
or through entering into derivative currency transactions. Currency transactions are subject to the risk of a number of complex
political and economic factors applicable to the countries issuing the underlying currencies. Furthermore, unlike trading in most
other types of instruments, there is no systematic reporting of last sale information with respect to the foreign currencies underlying
the derivative currency transactions. As a result, available information may not be complete. In an over-the-counter trading environment,
there are no daily price fluctuation limits.
Currency
Options. The Fund may seek to enhance returns or hedge against the decline in the value of a currency through the use
of currency options. Currency options are similar to options on securities. For example, in consideration for an option premium
the writer of a currency option is obligated to sell (in the case of a call option) or purchase (in the case of a put option) a
specified amount of a specified currency on or before the expiration date for a specified amount of another currency. The Fund
may engage in transactions in options on currencies either on exchanges or OTC markets. Currency options involve substantial currency
risk, and may also involve credit, leverage or liquidity risk.
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Currency
Futures. The Fund may also seek to enhance returns or hedge against the decline in the value of a currency through use
of currency futures or options thereon. Currency futures are similar to forward foreign exchange transactions except that futures
are standardized, exchange-traded contracts while forward foreign exchange transactions are traded in the OTC market. Currency
futures involve substantial currency risk, and also involve leverage risk.
Risk
Factors in Hedging Foreign Currency. Hedging transactions involving Currency Instruments involve substantial risks,
including correlation risk. Although Currency Instruments will be used with the intention of hedging against adverse currency movements,
transactions in Currency Instruments involve the risk that anticipated currency movements will not be accurately predicted and
that the Fund’s hedging strategies will be ineffective. To the extent that the Fund hedges against anticipated currency movements
that do not occur, the Fund may realize losses and decrease its total return as the result of its hedging transactions. Furthermore,
the Fund will only engage in hedging activities from time to time and may not be engaging in hedging activities when movements
in currency exchange rates occur.
Swap
Agreements. Swap agreements are two-party contracts entered into primarily by institutional investors for periods ranging
from a few weeks to more than one year. In a standard “swap” transaction, two parties agree to exchange the returns
(or differentials in rates of return) earned or realized on particular predetermined investments or instruments, which can be adjusted
for an interest factor. The gross returns to be exchanged or “swapped” between the parties are generally calculated
with respect to a “notional amount,” i.e., the return on or increase in value of a particular dollar amount invested
at a particular interest rate or in a “basket” of securities representing a particular index. Whether the Fund’s
use of swap agreements will be successful in furthering its investment objective will depend on the investment adviser’s
ability to predict correctly whether certain types of investments are likely to produce greater returns than other investments.
Because they are two-party contracts and because they may have terms of greater than seven days, swap agreements may be considered
to be illiquid. Moreover, the Fund bears the risk of loss of the amount expected to be received under a swap agreement in the event
of the default or bankruptcy of a swap agreement counterparty. The Fund will enter into swap agreements only with counterparties
that meet certain standards of creditworthiness. If there is a default by the other party to such a transaction, the Fund will
have contractual remedies pursuant to the agreements related to the transaction. Swap agreements are also subject to the risk that
the Fund will not be able to meet its obligations to the counterparty. The Fund, however, will segregate liquid assets equal to
or greater than the market value of the liabilities under the swap agreement or the amount it would cost the Fund initially to
make an equivalent direct investment, plus or minus any amount the Fund is obligated to pay or is to receive under the swap agreement.
The swap market has grown substantially in recent years with a large number of banks and investment banking firms acting both as
principals and as agents utilizing standardized swap documentation. As a result, the swap market has become relatively liquid.
The swaps market is largely unregulated. It is possible that developments in the swaps market, including potential government regulation,
could adversely affect the Fund’s ability to terminate existing swap agreements or to realize amounts to be received under
such agreements.
Interest
Rate Swaps. Interest rate swaps are OTC contracts in which each party agrees to make a periodic interest payment based
on an index or the value of an asset in return for a periodic payment from the other party based on a different index or asset.
The Fund usually will enter into interest rate swap transactions on a net basis (i.e., the two payment streams are netted out,
with the Fund receiving or paying, as the case may be, only the net amount of the two payments). The net amount of the excess,
if any, of the Fund’s obligations over its entitlements with respect to each interest rate swap will be accrued on a daily
basis. If the interest rate swap transaction is entered into on other than a net basis, the full amount of the Fund’s obligations
will be accrued on a daily basis. Certain federal income tax requirements may limit the Fund’s ability to engage in certain
interest rate transactions.
Total
Return Swaps. Total return swaps are contracts in which one party agrees to make payments of the total return from the
underlying asset(s), which may include securities, baskets of securities, or securities indices during the specified period, in
return for payments equal to a fixed or floating-rate of interest or the total return from other underlying asset(s).
The regulation of derivatives has undergone substantial
change in recent years and such change may continue. In particular, the Dodd-Frank Wall Street Reform and Consumer Protection Act
(the “Dodd-Frank Act”), and regulations proposed to be promulgated thereunder require many derivatives to be cleared
and traded on an exchange, expand entity registration requirements, impose business conduct requirements on dealers that enter
into swaps with a pension plan, endowment, retirement plan or government entity, and require banks to move some derivatives trading
units to a non-guaranteed affiliate separate from the deposit-taking bank or divest them altogether. Although the CFTC has released
final rules relating to clearing, reporting, recordkeeping, required margin and registration requirements under the legislation,
many of the provisions are subject to further final rule making, and thus its ultimate impact remains unclear. New regulations
and the implementation of existing regulations could, among other things, restrict the Fund’s ability to engage in derivatives
transactions (for example, by making certain types of derivatives
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transactions no longer available to the Fund) and/or
increase the costs of such derivatives transactions (for example, by increasing margin or capital requirements), and the Fund may
be unable to fully execute its investment strategies as a result. Limits or restrictions applicable to the counterparties with
which the Fund engages in derivative transactions also could prevent the Fund from using these instruments or affect the pricing
or other factors relating to these instruments, or may change the availability of certain investments.
Likewise, the SEC has proposed regulations that, if
adopted, would significantly change the manner in which a Fund must segregate assets to cover its future obligations. The proposed
regulations would restrict its ability to enter into derivative transactions for speculative or hedging purposes and would require
the Fund’s Board to adopt a derivative risk management and governance framework. These regulations could also limit the ability
of a Fund to use these instruments as part of its investment management strategy, increase the costs of using these instruments
or make them less effective. Limits or restrictions applicable to the counterparties with which a Fund engages in derivative transactions
also could prevent the Fund from using these instruments or affect the pricing or other factors relating to these instruments,
or may change the availability of certain investments.
Legislation may be enacted that could negatively affect
the assets of the Fund. Legislation or regulation may also change the way in which the Fund itself is regulated. The effects of
any new governmental regulation cannot be predicted and there can be no assurance that any new governmental regulation will not
adversely affect the Fund’s ability to achieve its investment objective(s).
Dividend
Capture Trading. In a typical dividend capture trade, the Fund would buy a stock prior to its ex-dividend date and sell
the stock at a point either on or after the ex-dividend date. The use of a dividend capture trading strategy exposes the
Fund to higher portfolio turnover, increased trading costs and potential for capital loss or gain, particularly in the event of
significant short-term price movements of stocks subject to dividend capture trading.
Short
Sales. The Fund may sell a security short if it owns at
least an equal amount of the security sold short or another security convertible or exchangeable for an equal amount of the security
sold short without payment of further compensation (a short sale against-the-box). If the price of the security in the short sale
decreases, the Fund will realize a profit to the extent that the short sale price for the security exceeds the market price. If
the price of the security increases, the Fund will realize a loss to the extent that the market price exceeds the short sale price.
Selling securities short runs the risk of losing an amount greater than the initial investment therein.
Purchasing securities to close out the short position can itself
cause the price of the securities to rise further, thereby exacerbating the loss. Short-selling exposes the Fund to unlimited risk
with respect to that security due to the lack of an upper limit on the price to which an instrument can rise. Although the Fund
reserves the right to utilize short sales, the Adviser is under no obligation to utilize short-sales at all.
Securities
Lending. The Fund may lend a portion of its portfolio securities
to broker-dealers or other institutional borrowers. Loans will be made only to organizations whose credit quality or claims paying
ability is considered by the Adviser to be at least investment grade. All securities loans will be collateralized on a continuous
basis by cash, cash equivalents (such as money market instruments) or U.S. Government securities having a value, marked to market
daily, of at least 100% of the market value of the loaned securities. The Fund may receive loan fees in connection with loans that
are collateralized by securities or on loans of securities for which there is special demand. The Fund may also seek to earn income
on securities loans by reinvesting cash collateral in securities consistent with its investment objectives and policies, seeking
to invest at rates that are higher than the “rebate” rate that it normally will pay to the borrower with respect to
such cash collateral.
Securities loans may result in delays in recovering, or a failure
of the borrower to return, the loaned securities. The defaulting borrower ordinarily would be liable to the Fund for any losses
resulting from such delays or failures, and the collateral provided in connection with the loan normally would also be available
for that purpose. Securities loans normally may be terminated by either the Fund or the borrower at any time. Upon termination
and the return of the loaned securities, the Fund would be required to return the related cash or securities collateral to the
borrower and it may be required to liquidate longer term portfolio securities in order to do so. To the extent that such securities
have decreased in value, this may result in the Fund realizing a loss at a time when it would not otherwise do so. The Fund also
may incur losses if it is unable to reinvest cash collateral at rates higher than applicable rebate rates paid to borrowers and
related administrative costs. These risks are substantially the same as those incurred through investment leverage and will be
subject to the investment policies, restrictions and risk considerations described in the Prospectus and in this SAI.
The Fund will receive amounts equivalent to any interest or other
distributions paid on securities while they are on loan, and the Fund will not be entitled to exercise voting or other beneficial
rights on loaned securities. The Fund will exercise its right to terminate loans and thereby regain these rights whenever the Adviser
considers it to be in the Fund’s interest to do so, taking into account the related loss of reinvestment income and other
factors.
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Real
Estate Investments. Companies primarily engaged in the real estate industry and other real estate-related investments
may include publicly traded real estate investment trusts (“REITs”) or real estate operating companies that either
own properties or make construction or mortgage loans, real estate developers, companies with substantial real estate holdings
and other companies whose products and services are related to the real estate industry, such as lodging operators, brokers, property
management companies, building supply manufacturers, mortgage lenders, or mortgage servicing companies. REITs tend to be small
to medium-sized companies, and may include equity REITs and mortgage REITs. The value of a REIT can depend on the structure of
and cash flow generated by the REIT. REITs are pooled investment vehicles that have expenses of their own, so the Fund will indirectly
bear its proportionate share of those expenses. The Fund will not own real estate directly.
Real estate investments are subject to special risks including
changes in real estate values, property taxes, interest rates, cash flow of underlying real estate assets, occupancy rates, government
regulations affecting zoning, land use, and rents, and the management skill and creditworthiness of the issuer. Companies
in the real estate industry may also be subject to liabilities under environmental and hazardous waste laws, among others.
Changes in underlying real estate values may have an exaggerated effect to the extent that investments concentrate in particular
geographic regions or property types.
Equity REITs may be affected by changes in the value of the underlying
property owned by the REIT, while mortgage REITs may be affected by the quality of any credit extended. Further, equity and mortgage
REITs are dependent upon management skills and generally may not be diversified. Equity and mortgage REITs are also subject
to heavy cash flow dependency, defaults by borrowers, and self-liquidations. In addition, equity and mortgage REITs could
possibly fail to qualify for tax-free pass through of income or to maintain their exemptions from registration under the 1940 Act.
The above factors may also adversely affect a borrower’s or a lessee’s ability to meet its obligations to a REIT. In
the event of a default by a borrower or lessee, a REIT may experience delays in enforcing its rights as a mortgagee or lessor and
may incur substantial costs associated with protecting its investments.
Shares of REITs may trade less frequently and, therefore, are
subject to more erratic price movements than securities of larger issuers. REITs are also subject to credit, market, liquidity
and interest rate risks.
REITs may issue debt securities to fund their activities.
The value of these debt securities may be affected by changes in the value of the underlying property owned by the REIT, the creditworthiness
of the REIT, interest rates, and tax and regulatory requirements, among other things.
Exchange-Traded
Funds. The Fund may invest in shares of exchange-traded
funds (collectively, “ETFs”) which are designed to provide investment results corresponding to an index. These indexes
may be either broad-based, sector or international.
ETFs usually are units of beneficial interest in an investment
trust or represent undivided ownership interests in a portfolio of securities, in each case with respect to a portfolio of all
or substantially all of the component securities of, and in substantially the same weighting as, the relevant benchmark index.
ETFs are listed on an exchange and trade in the secondary market on a per-share basis.
Investments in ETFs are generally subject to limits in the 1940
Act on investments in other investment companies. The values of ETFs are subject to change as the values of their respective component
securities (or commodities) fluctuate according to market volatility. Investments in ETFs that are designed to correspond to an
equity index involve certain inherent risks generally associated with investments in a broadly based portfolio of common stocks,
including the risk that the general level of stock prices may decline, thereby adversely affecting the value of ETFs invested in
by the Fund Moreover, the Fund’s investments in ETFs may not exactly match the performance of a direct investment in the
respective indices to which they are intended to correspond due to the temporary unavailability of certain index securities in
the secondary market or other extraordinary circumstances, such as discrepancies with respect to the weighting of securities.
Typically, ETF programs bear their own operational expenses,
which are deducted from the dividends paid to investors. To the extent that the Fund invests in ETFs, the Fund must bear these
expenses in addition to the expenses of its own operation.
Pooled
Investment Vehicles. The Fund reserves the right to invest
up to 10% of its total assets, calculated at the time of purchase, in the securities of pooled investment vehicles including other
investment companies unaffiliated with the Adviser. The Fund will indirectly bear its proportionate share of any management fees
paid by pooled investment vehicles in which it invests in addition to the advisory fee paid by the Fund. The 10% limitation does
not apply to the Fund’s investment in money market funds and certain other pooled investment vehicles.
Eaton Vance Tax-Managed Global Diversified Equity Income Fund
|
7
|
SAI dated February 19, 2021
|
Cybersecurity
Risk. With the increased use of technologies by Fund service providers to conduct business, such as the Internet,
the Fund is susceptible to operational, information security and related risks. The Fund relies on communications technology, systems,
and networks to engage with clients, employees, accounts, shareholders, and service providers, and a cyber incident may inhibit
the Fund’s ability to use these technologies. In general, cyber incidents can result from deliberate attacks or unintentional
events. Cyber attacks include, but are not limited to, gaining unauthorized access to digital systems (e.g., through “hacking”
or malicious software coding) for purposes of misappropriating assets or sensitive information, corrupting data, or causing operational
disruption. Cyber attacks may also be carried out in a manner that does not require gaining unauthorized access, such as causing
denial-of-service attacks on websites. A denial-of-service attack is an effort to make network services unavailable to intended
users, which could cause shareholders to lose access to their electronic accounts, potentially indefinitely. Employees and service
providers also may not be able to access electronic systems to perform critical duties for the Fund, such as trading and NAV calculation,
during a denial-of-service attack. There is also the possibility for systems failures due to malfunctions, user error and misconduct
by employees and agents, natural disasters, or other foreseeable and unforeseeable events.
Because technology is consistently changing, new ways to carry
out cyber attacks are always developing. Therefore, there is a chance that some risks have not been identified or prepared for,
or that an attack may not be detected, which puts limitations on the Fund's ability to plan for or respond to a cyber attack. Like
other funds and business enterprises, the Fund and its service providers have experienced, and will continue to experience, cyber
incidents consistently. In addition to deliberate cyber attacks, unintentional cyber incidents can occur, such as the inadvertent
release of confidential information by the Fund or its service providers. To date, cyber incidents have not had a material adverse
effect on the Fund’s business operations or performance.
The Fund uses third party service providers who are also heavily
dependent on computers and technology for their operations. Cybersecurity failures by or breaches of the Fund’s investment
adviser or administrator and other service providers (including, but not limited to, the custodian or transfer agent), and the
issuers of securities in which the Fund invests, may disrupt and otherwise adversely affect their business operations. This may
result in financial losses to the Fund, impede Fund trading, interfere with the Fund’s ability to calculate its NAV, limit
a shareholder’s ability to purchase or redeem shares of the Fund or cause violations of applicable privacy and other laws,
regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, litigation costs, or additional compliance
costs. While many of the Fund’s service providers have established business continuity plans and risk management systems
intended to identify and mitigate cyber attacks, there are inherent limitations in such plans and systems, including the possibility
that certain risks have not been identified. The Fund cannot control the cybersecurity plans and systems put in place by service
providers to the Fund and issuers in which the Fund invests. The Fund and its shareholders could be negatively impacted as
a result.
Operational
Risk. The Fund’s service providers, including the
investment adviser, may experience disruptions or operating errors that could negatively impact the Fund. While service providers
are expected to have appropriate operational risk management policies and procedures, their methods of operational risk management
may differ from the Fund’s in the setting of priorities, the personnel and resources available or the effectiveness of relevant
controls. It also is not possible for Fund service providers to identify all of the operational risks that may affect the Fund
or to develop processes and controls to completely eliminate or mitigate their occurrence or effects.
Temporary
Investments. The Fund may invest in cash equivalents to invest daily cash balances
or for temporary defensive purposes. Cash equivalents are highly liquid, short-term securities such as commercial paper, time deposits,
certificates of deposit, short-term notes and short-term U.S. Government obligations.
LIBOR
Transition and Associated Risk. The London Interbank Offered Rate (“LIBOR”) is the average offered rate
for various maturities of short-term loans between major international banks who are members of the British Bankers Association.
LIBOR is the most common benchmark interest rate index used to make adjustments to variable-rate loans. It is used throughout global
banking and financial industries to determine interest rates for a variety of financial instruments (such as debt instruments and
derivatives) and borrowing arrangements, and to determine dividend rates for preferred shares. However, the use of LIBOR started
to come under pressure following manipulation allegations in 2012. Despite increased regulation and other corrective actions since
that time, concerns have arisen regarding its viability as a benchmark, due largely to reduced activity in the financial markets
that it measures. In July 2017, the Financial Conduct Authority (the “FCA”), the United Kingdom financial regulatory
body, announced a desire to phase out the use of LIBOR. It is currently anticipated that this phase-out will occur beginning at
the end of 2021.
Eaton Vance Tax-Managed Global Diversified Equity Income Fund
|
8
|
SAI dated February 19, 2021
|
In June 2017, the Alternative Reference Rates Committee, a
group of large U.S. banks working with the Federal Reserve, announced its selection of a new Secured Overnight Financing Rate (“SOFR”),
which is intended to be a broad measure of secured overnight U.S. Treasury repo rates, as an appropriate replacement for LIBOR.
The Federal Reserve Bank of New York began publishing the SOFR earlier in 2018, with the expectation that it could be used on a
voluntary basis in new instruments and transactions. Bank working groups and regulators in other countries have suggested other
alternatives for their markets, including the Sterling Overnight Interbank Average Rate in England.
Various financial industry groups have begun planning for
that transition, but there are obstacles to converting certain longer term securities and transactions to a new benchmark. Transition
planning is at an early stage, and neither the effect of the transition process nor its ultimate success can yet be known. The
transition process might lead to increased volatility and illiquidity in markets that currently rely on the LIBOR to determine
interest rates. Although the period from the FCA announcement until the end of 2021 is generally expected to be enough time for
market participants to transition to the use of a different benchmark for new securities and transactions, there remains uncertainty
regarding the future utilization of LIBOR and the specific replacement rate or rates. The effectiveness of multiple alternative
reference rates as opposed to one primary reference rate has not been determined. The effectiveness of alternative reference rates
used in new or existing financial instruments and products has also not yet been determined. As such, the potential effect of a
transition away from LIBOR on the Fund or the financial instruments utilized by the Fund cannot yet be determined. The
transition process may involve, among other things, increased volatility or illiquidity in markets for instruments that currently
rely on LIBOR. The transition may also result in a change in (i) the value of certain instruments held by the Fund, (ii) the
cost of borrowing or the dividend rate for preferred shares, or (iii) the effectiveness of related Fund transactions such as hedges,
as applicable. When LIBOR is discontinued, the LIBOR replacement rate may be lower than market expectations, which could have an
adverse impact on the value of preferred and debt-securities with floating or fixed-to-floating rate coupons. Any such effects
of the transition away from LIBOR, as well as other unforeseen effects, could result in losses to the Fund. Since the usefulness
of LIBOR as a benchmark could deteriorate during the transition period, these effects could occur prior to the discontinuation
date.
Investment
Restrictions. The following investment restrictions of the
Fund are designated as fundamental policies and as such cannot be changed without the approval of the holders of a majority of
the Fund’s outstanding voting securities, which as used in this SAI means the lesser of (a) 67% of the shares of the Fund
present or represented by proxy at a meeting if the holders of more than 50% of the outstanding shares are present or represented
at the meeting or (b) more than 50% of outstanding shares of the Fund. As a matter of fundamental policy, the Fund may not:
|
1.
|
Borrow money, except as permitted by the Investment Company Act of 1940, as amended (the “1940 Act”). The 1940
Act currently requires that any indebtedness incurred by a closed-end investment company have an asset coverage of at least 300%;
|
|
2.
|
Issue senior securities, as defined in the 1940 Act, other than (i) preferred shares which immediately after issuance will
have asset coverage of at least 200%, (ii) indebtedness which immediately after issuance will have asset coverage of at least 300%,
or (iii) the borrowings permitted by investment restriction (1) above. The 1940 Act currently defines “senior security”
as any bond, debenture, note or similar obligation or instrument constituting a security and evidencing indebtedness and any stock
of a class having priority over any other class as to distribution of assets or payment of dividends. Debt and equity securities
issued by a closed-end investment company meeting the foregoing asset coverage provisions are excluded from the general 1940 Act
prohibition on the issuance of senior securities;
|
|
3.
|
Purchase securities on margin (but the Fund may obtain such short-term credits as may be necessary for the clearance of purchases
and sales of securities). The purchase of investment assets with the proceeds of a permitted borrowing or securities offering will
not be deemed to be the purchase of securities on margin;
|
|
4.
|
Underwrite securities issued by other persons, except insofar as it may technically be deemed to be an underwriter under the
Securities Act of 1933, as amended, in selling or disposing of a portfolio investment;
|
|
5.
|
Make loans to other persons, except by (a) the acquisition of loans, loan interests, debt securities and other obligations
in which the Fund is authorized to invest in accordance with its investment objectives and policies, (b) entering into repurchase
agreements and (c) lending its portfolio securities;
|
|
6.
|
Purchase or sell real estate, although it may purchase and sell securities which are secured by-interests in real estate and
securities of issuers which invest or deal in real estate. The Fund reserves the freedom of action to hold and to sell real estate
acquired as a result of the ownership of securities;
|
|
7.
|
Purchase or sell physical commodities or contracts for the purchase or sale of physical commodities. Physical commodities do
not include futures contracts with respect to securities, securities indices, currency or other financial instruments;
|
Eaton Vance Tax-Managed Global Diversified Equity Income Fund
|
9
|
SAI dated February 19, 2021
|
|
8.
|
With respect to 75% of its total assets, invest more than 5% of its total assets in the securities of a single issuer or purchase
more than 10% of the outstanding voting securities of a single issuer, except obligations issued or guaranteed by the U.S. government,
its agencies or instrumentalities and except securities of other investment companies; and
|
|
9.
|
Invest 25% or more of its total assets in any single industry or group of industries (other than securities issued or guaranteed
by the U.S. government or its agencies or instrumentalities).
|
In regard to 5(c), the value of the securities loaned
by the Fund may not exceed 33 1/3% of its total assets.
The Fund may borrow money as a temporary measure for extraordinary
or emergency purposes, including the payment of dividends and the settlement of securities transactions which otherwise might require
untimely dispositions of Fund securities. The 1940 Act currently requires that the Fund have 300% asset coverage with respect to
all borrowings other than temporary borrowings.
For purposes of construing restriction (9), securities of the
U.S. Government, its agencies, or instrumentalities are not considered to represent industries. Municipal obligations backed by
the credit of a governmental entity are also not considered to represent industries.
The Fund has adopted the following nonfundamental investment
policy which may be changed by the Board without approval of the Fund’s shareholders. As a matter of nonfundamental policy,
the Fund may not make short sales of securities or maintain a short position, unless at all times when a short position is open
the Fund either owns an equal amount of such securities or owns securities convertible into or exchangeable, without payment of
any further consideration, for securities of the same issue as, and equal in amount to, the securities sold short.
Upon the Board’s approval, the Fund may invest more than
10% of its total assets in one or more other management investment companies (or may invest in affiliated investment companies)
to the extent permitted by the 1940 Act and rules thereunder.
Whenever an investment policy or investment restriction set forth
in the Prospectus or this SAI states a maximum percentage of assets that may be invested in any security or other asset or describes
a policy regarding quality standards, such percentage limitation or standard shall be determined immediately after and as a result
of the Fund’s acquisition of such security or asset. Accordingly, any later increase or decrease resulting from a change
in values, assets or other circumstances or any subsequent rating change made by a rating service (or as determined by the Adviser
if the security is not rated by a rating agency) will not compel the Fund to dispose of such security or other asset. Notwithstanding
the foregoing, the Fund must always be in compliance with the borrowing policies set forth above.
TRUSTEES AND OFFICERS
The Board of Trustees of the Fund (the “Board”) is
responsible for the overall management and supervision of the affairs of the Fund. The Board members and officers of the Fund are
listed below. Except as indicated, each individual has held the office shown or other offices in the same company for the last
five years. Each Trustee holds office until the annual meeting for the year in which his or her term expires and until his or her
successor is elected and qualified, subject to a prior death, resignation, retirement, disqualification or removal. Under the terms
of the Fund’s current Trustee retirement policy, an Independent Trustee must retire and resign as a Trustee on the earlier
of: (i) the first day of July following his or her 74th birthday; or (ii), with limited exception, December 31st of the 20th year
in which he or she has served as a Trustee. However, if such retirement and resignation would cause the Fund to be out of compliance
with Section 16 of the Investment Company Act of 1940, as amended (the “1940 Act”) or any other regulations or guidance
of the Securities and Exchange Commission (“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 therewith. The “noninterested Trustees” consist
of those Trustees who are not “interested persons” of the Fund, as that term is defined under the 1940 Act. The business
address of each Board member and officer is Two International Place, Boston, Massachusetts 02110. As used in this SAI, “EVC”
refers to Eaton Vance Corp., “EV” refers to Eaton Vance, Inc., “BMR” refers to Boston Management and Research
and “EVD” refers to Eaton Vance Distributors Inc. EVC and EV are the corporate parent and trustee, respectively, of
Eaton Vance and BMR. EVD is a wholly-owned subsidiary of EVC. Each officer affiliated with Eaton Vance may hold a position with
other Eaton Vance affiliates that is comparable to his or her position with Eaton Vance listed below.
Eaton Vance Tax-Managed Global Diversified Equity Income Fund
|
10
|
SAI dated February 19, 2021
|
Name and Year of Birth
|
|
Fund
Position(s)(1)
|
|
Length of Service
|
|
Principal Occupation(s) During Past Five Years
and Other Relevant Experience
|
|
Number of Portfolios
in Fund Complex
Overseen By
Trustee(2)
|
|
Other Directorships Held
During Last Five Years
|
Interested Trustee
|
|
|
|
|
|
|
|
|
|
|
THOMAS E. FAUST JR.
1958
|
|
Class I
Trustee
|
|
Until 2022.
3 years.
Since 2007.
|
|
Chairman, Chief Executive Officer and President of EVC, Director and President of EV, Chief Executive Officer and President of Eaton Vance and BMR, and Director of EVD. Trustee and/or officer of 143 registered investment companies. Mr. Faust is an interested person because of his positions with BMR, Eaton Vance, EVC, EVD and EV, which are affiliates of the Fund.
|
|
143
|
|
Director of EVC and Hexavest Inc. (investment management firm).
|
Noninterested Trustees
|
|
|
|
|
|
|
|
|
|
|
MARK R. FETTING
1954
|
|
Class III
Trustee
|
|
Until 2021.
3 years.
Since 2016.
|
|
Private investor. Formerly held various positions at Legg Mason, Inc. (investment management firm) (2000-2012), including President, Chief Executive Officer, Director and Chairman (2008-2012), Senior Executive Vice President (2004-2008) and Executive Vice President (2001-2004). Formerly, President of Legg Mason family of funds (2001-2008). Formerly, Division President and Senior Officer of Prudential Financial Group, Inc. and related companies (investment management firm) (1991-2000).
|
|
144
|
|
None
|
CYNTHIA E. FROST
1961
|
|
Class I
Trustee
|
|
Until 2022.
3 years.
Since 2014.
|
|
Private investor. Formerly, Chief Investment Officer of Brown University (university endowment) (2000-2012). Formerly, Portfolio Strategist for Duke Management Company (university endowment manager) (1995-2000). Formerly, Managing Director, Cambridge Associates (investment consulting company) (1989-1995). Formerly, Consultant, Bain and Company (management consulting firm) (1987-1989). Formerly, Senior Equity Analyst, BA Investment Management Company (1983-1985).
|
|
143
|
|
None
|
GEORGE J. GORMAN
1952
|
|
Class II
Trustee
|
|
Until 2023.
3 years.
Since 2014.
|
|
Principal at George J. Gorman LLC (consulting firm). Formerly, Senior Partner at Ernst & Young LLP (a registered public accounting firm) (1974-2009).
|
|
144
|
|
None
|
Eaton Vance Tax-Managed Global Diversified Equity Income Fund
|
11
|
SAI dated February 19, 2021
|
Name and Year of Birth
|
|
Fund
Position(s)(1)
|
|
Length of Service
|
|
Principal Occupation(s) During Past Five Years
and Other Relevant Experience
|
|
Number of Portfolios
in Fund Complex
Overseen By
Trustee(2)
|
|
Other Directorships Held
During Last Five Years
|
VALERIE A. MOSLEY
1960
|
|
Class III
Trustee
|
|
Until 2021.
3 years.
Since 2014.
|
|
Chairwoman and Chief Executive Officer of Valmo Ventures (a consulting and investment firm). Founder of Upward Wealth, Inc., dba BrightUP, a fintech platform. Formerly, Partner and Senior Vice President, Portfolio Manager and Investment Strategist at Wellington Management Company, LLP (investment management firm) (1992-2012). Formerly, Chief Investment Officer, PG Corbin Asset Management (1990-1992). Formerly worked in institutional corporate bond sales at Kidder Peabody (1986-1990).
|
|
144
|
|
Director of DraftKings, Inc. (digital sports entertainment and gaming company) (since September 2020). Director of Groupon, Inc. (e-commerce provider) (since April 2020). Director of Envestnet, Inc. (provider of intelligent systems for wealth management and financial wellness) (since 2018). Formerly, Director of Dynex Capital, Inc. (mortgage REIT) (2013-2020).
|
WILLIAM H. PARK
1947
|
|
Chairperson of the Board and
Class II
Trustee
|
|
Until 2023.
3 years.
Chairperson of the Board since 2016 and Trustee since 2003.
|
|
Private investor. Formerly, Consultant (management and transactional) (2012-2014). Formerly, Chief Financial Officer, Aveon Group, L.P. (investment management firm) (2010-2011). Formerly, Vice Chairman, Commercial Industrial Finance Corp. (specialty finance company) (2006-2010). Formerly, President and Chief Executive Officer, Prizm Capital Management, LLC (investment management firm) (2002-2005). Formerly, Executive Vice President and Chief Financial Officer, United Asset Management Corporation (investment management firm) (1982-2001). Formerly, Senior Manager, Price Waterhouse (now PricewaterhouseCoopers) (a registered public accounting firm) (1972-1981).
|
|
144
|
|
None
|
HELEN FRAME PETERS
1948
|
|
Class III
Trustee
|
|
Until 2021.
3 years.
Since 2008.
|
|
Professor of Finance, Carroll School of Management, Boston College. Formerly, Dean, Carroll School of Management, Boston College (2000-2002). Formerly, Chief Investment Officer, Fixed Income, Scudder Kemper Investments (investment management firm) (1998-1999). Formerly, Chief Investment Officer, Equity and Fixed Income, Colonial Management Associates (investment management firm) (1991-1998).
|
|
144
|
|
None
|
Eaton Vance Tax-Managed Global Diversified Equity Income Fund
|
12
|
SAI dated February 19, 2021
|
Name and Year of Birth
|
|
Fund
Position(s)(1)
|
|
Length of Service
|
|
Principal Occupation(s) During Past Five Years
and Other Relevant Experience
|
|
Number of Portfolios
in Fund Complex
Overseen By
Trustee(2)
|
|
Other Directorships Held
During Last Five Years
|
KEITH QUINTON
1958
|
|
Class II
Trustee
|
|
Until 2023.
3 years.
Since 2018.
|
|
Private investor, researcher and lecturer. Independent Investment Committee Member at New Hampshire Retirement System (since 2017). Formerly, Portfolio Manager and Senior Quantitative Analyst at Fidelity Investments (investment management firm) (2001-2014).
|
|
144
|
|
Director (since 2016) and Chairman (since 2019) of New Hampshire Municipal Bond Bank.
|
MARCUS L. SMITH
1966
|
|
Class III
Trustee
|
|
Until 2021.
3 years.
Since 2018.
|
|
Private investor. Member of Posse Boston Advisory Board (foundation) (since 2015); Trustee at University of Mount Union (since 2008). Formerly, Portfolio Manager at MFS Investment Management (investment management firm) (1994-2017).
|
|
144
|
|
Director of MSCI Inc. (global provider of investment decision support tools) (since 2017). Director of DCT Industrial Trust Inc. (logistics real estate company) (since 2017).
|
SUSAN J. SUTHERLAND
1957
|
|
Class II
Trustee
|
|
Until 2023.
3 years.
Since 2015.
|
|
Private investor. Director of Ascot Group Limited and certain of its subsidiaries (insurance and reinsurance) (since 2017). Formerly, Director of Hagerty Holding Corp. (insurance and reinsurance) (2015-2018). Formerly, Associate, Counsel and Partner at Skadden, Arps, Slate, Meagher & Flom LLP (law firm) (1982-2013).
|
|
144
|
|
Director of Kairos Acquisition Corp. (insurance/InsurTech acquisition company) (since 2021).
|
SCOTT E. WENNERHOLM
1959
|
|
Class I
Trustee
|
|
Until 2022.
3 years.
Since 2016.
|
|
Private investor. Formerly, Trustee at Wheelock College (postsecondary institution) (2012-2018). Formerly, Consultant at GF Parish Group (executive recruiting firm) (2016-2017). Formerly, Chief Operating Officer and Executive Vice President at BNY Mellon Asset Management (investment management firm) (2005-2011). Formerly, Chief Operating Officer and Chief Financial Officer at Natixis Global Asset Management (investment management firm) (1997-2004). Formerly, Vice President at Fidelity Investments Institutional Services (investment management firm) (1994-1997).
|
|
143
|
|
None
|
|
(1)
|
The Board of Trustees is 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.
|
|
(2)
|
Includes both master and feeder funds in a master-feeder structure.
|
Eaton Vance Tax-Managed Global Diversified Equity Income Fund
|
13
|
SAI dated February 19, 2021
|
Principal Officers who are not Trustees
|
Name and Year of Birth
|
|
Fund Position(s)
|
|
Length of Service
|
|
Principal Occupation(s) During Past Five Years
|
EDWARD J. PERKIN
1972
|
|
President
|
|
Since 2017
|
|
Chief Equity Investment Officer and Vice President of Eaton Vance and BMR. Officer of 23 registered investment companies managed by Eaton Vance or BMR. Also Vice President of Calvert Research and Management (“CRM”) since 2016.
|
DEIDRE E. WALSH
1971
|
|
Vice President
|
|
Since 2021
|
|
Vice President of Eaton Vance and BMR. Officer of 144 registered investment companies managed by Eaton Vance or BMR.
|
MAUREEN A. GEMMA
1960
|
|
Secretary and Chief Legal Officer
|
|
Secretary since 2007 and Chief Legal Officer since 2008
|
|
Vice President of Eaton Vance and BMR. Officer of 144 registered investment companies managed by Eaton Vance or BMR. Also Vice President of CRM and officer of 39 registered investment companies advised or administered by CRM since 2016.
|
JAMES F. KIRCHNER
1967
|
|
Treasurer
|
|
Since 2013
|
|
Vice President of Eaton Vance and BMR. Officer of 144 registered investment companies managed by Eaton Vance or BMR. Also Vice President of CRM and officer of 39 registered investment companies advised or administered by CRM since 2016.
|
RICHARD F. FROIO
1968
|
|
Chief Compliance Officer
|
|
Since 2017
|
|
Vice President of Eaton Vance and BMR since 2017. Officer of 144 registered investment companies managed by Eaton Vance or BMR. Formerly, Deputy Chief Compliance Officer (Adviser/Funds) and Chief Compliance Officer (Distribution) at PIMCO (2012-2017) and Managing Director at BlackRock/Barclays Global Investors (2009-2012).
|
The Board has general oversight responsibility with respect to
the business and affairs of the Fund. The Board has engaged an investment adviser and (if applicable) a sub-adviser(s) (collectively
the “adviser”) to manage the Fund and an administrator to administer the Fund and is responsible for overseeing
such adviser and administrator and other service providers to the Fund. The Board is currently composed of eleven Trustees, including
ten Trustees who are not “interested persons” of the Fund, as that term is defined in the 1940 Act (each a “noninterested
Trustee”). In addition to six regularly scheduled meetings per year, the Board 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 six committees to assist the Board in performing its oversight responsibilities.
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
has 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 management, the adviser, the administrator,
the principal underwriter, 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, administrator, principal underwriter and other Fund service providers and
provides input on risk management issues during meetings of the Board and its Committees. Each of the adviser, administrator, principal
underwriter 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.
Eaton Vance Tax-Managed Global Diversified Equity Income Fund
|
14
|
SAI dated February 19, 2021
|
The Board, with the assistance of management 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 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, subadvisory (if applicable), distribution 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 administrator,
the investment adviser and the sub-adviser (if applicable) are 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 mutual 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, management, sub-advisers, 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 Boards of the Eaton
Vance family of funds (“Eaton Vance Fund Boards”) (and/or in other capacities, including for any predecessor funds),
public 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.
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. The following
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:
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.
From 2016 through 2019, Mr. Faust served as a Director of SigFig Wealth Management LLC. 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 B.S. degrees in Mechanical Engineering and Economics from the Massachusetts Institute of Technology and an MBA from Harvard
Business School. Mr. Faust has been a Chartered Financial Analyst since 1988. He is a trustee and member of the executive committee
of the Boston Symphony Orchestra, Inc. and trustee emeritus of Wellesley College.
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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 his retirement in 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.
Early in his professional career, Mr. Fetting was a Vice President at T. Rowe Price and served in leadership roles within the firm’s
mutual fund division from 1981-1987.
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 oversaw the evaluation, selection and monitoring of the third
party investment managers who managed the 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.
George
J. Gorman. Mr. Gorman has served as a member of the Eaton Vance Fund Boards since 2014 and is the Chairperson of the
Audit Committee. 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.
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, and in 2020 founded Upward
Wealth, Inc., doing business as BrightUP, a fintech platform focused on helping everyday workers grow their net worth and reinforce
their self-worth. 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 until
2020. She is a Director of Groupon, Inc., an ecommerce provider, and a Director of Envestnet, Inc., a provider of intelligent systems
for wealth management and financial wellness. She is also a Director of DraftKings, Inc., a digital sports entertainment and gaming
company. Ms. Mosley previously served as a Director of Dynex Capital, Inc., a mortgage REIT from 2013-2020. 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 serves
on the Institutional Investors Advisory Council of MiDA, a U.S. Agency for International Development partner focused on investment
opportunities in Africa and also advises Impact X and Zeal Capital, venture funds focused predominately on underrepresented entrepreneurs.
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. 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.
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.
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Keith
Quinton. Mr. Quinton has served as a member of the Eaton Vance Fund Boards since October 1, 2018. He had over thirty
years of experience in the investment industry before retiring from Fidelity Investments in 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, since 2016 and Chairman, since 2019 of the New
Hampshire Municipal Bond Bank.
Marcus
L. Smith. Mr. Smith has served as a member of the Eaton Vance Fund Boards since October 1, 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. From
1994 through 2017, Mr. Smith served in several capacities at MFS Investment Management, an investment management firm, where he
managed the MFS Institutional International Fund for 17 years and the MFS Concentrated International Fund for 10 years. In addition
to his portfolio management duties, Mr. Smith served as Director of Equity, Canada from 2012-2017, Director of Equity, Asia from
2010-2012, and Director of Asian Equity Research from 2005-2010. Prior to joining MFS, Mr. Smith was a senior consultant at Andersen
Consulting (now known as Accenture) from 1988-1992. Mr. Smith served as a United States Army Reserve Officer from 1987-1992. He
was also a trustee of the University of Mount Union from 2008-2020 and served as the chairman of the Finance Committee from 2015-2019.
Mr. Smith currently sits on the Boston advisory board of the Posse Foundation and the Harvard Medical School Advisory Council on
Education.
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. She is also a Director of Ascot Group Limited and certain of its subsidiaries.
Ascot Group Limited, 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. In addition, Ms. Sutherland is a Director of Kairos Acquisition Corp.,
which is concentrating on acquisition and business combination efforts within the insurance and insurance technology (also known
as, “InsurTech”) sectors. Ms. Sutherland was a Director of Montpelier Re Holdings Ltd., a global provider of customized
reinsurance and insurance products, from 2013 until its sale in 2015 and of Hagerty Holding Corp., a leading provider of specialized
automobile and marine insurance from 2015-2018. From 1982 through 2013, Ms. Sutherland was an associate, counsel and then a partner
in the Financial Institutions Group of Skadden, Arps, Slate, Meagher & Flom LLP, where she primarily represented U.S. and international
insurance and reinsurance companies, investment banks and private equity firms in insurance-related corporate transactions. In
addition, 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.
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. He also served as Chief Operating Officer and Chief Financial Officer at Natixis Global Asset Management from 1997-2004
and was a Vice President at Fidelity Investments Institutional Services from 1994-1997. In addition, Mr. Wennerholm served as a
Trustee at Wheelock College, a postsecondary institution from 2012-2018.
The Board(s) of the Fund has several standing Committees,
including the Governance Committee, the Audit Committee, the Portfolio Management Committee, the Compliance Reports and Regulatory
Matters Committee, the Contract Review Committee and the Ad Hoc Committee for Closed-End Fund Matters. Each of the Committees are
comprised of only noninterested Trustees.
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Mmes. Mosley (Chairperson), Frost, Peters and Sutherland,
and Messrs. Fetting, Gorman, Park, Quinton, Smith and Wennerholm are members of the Governance Committee. 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. During the fiscal year ended October 31, 2020, the Governance Committee convened
four times.
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.
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. The Audit Committee’s purposes 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 registered public accounting firm, and, if applicable, nominate the independent registered public accounting
firm 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 of the Fund. During the fiscal year ended October 31, 2020, the Audit Committee convened
thirteen times.
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, sub-advisory, transfer agency, custodial and fund accounting,
distribution services and administrative services; (ii) any and all other matters in which any service provider (including Eaton
Vance or any affiliated entity thereof) has an actual or potential conflict of interest with the interests of the Fund; and (iii)
any other matter appropriate for review by the noninterested Trustees, unless the matter is within the responsibilities of the
other Committees of the Board. During the fiscal year ended October 31, 2020, the Contract Review Committee convened six times.
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 and sub-adviser(s),
if applicable, 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 and portfolios, giving special attention to the performance of certain funds
and portfolios that it or the Board identifies from time to time. During the fiscal year ended October 31, 2020, the Portfolio
Management Committee convened seven times.
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 and the Fund's CCO; and (iii) serve as a “qualified
legal compliance committee” within the rules promulgated by the SEC. During the fiscal year ended October 31, 2020, the Compliance
Reports and Regulatory Matters Committee convened seven times.
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Messrs. Fetting (Chairperson), Gorman and Smith 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. During
the fiscal year ended October 31, 2020, the Ad Hoc Committee for Closed-End Fund Matters convened eight times.
Share
Ownership. The following table shows the dollar range of equity securities beneficially owned by each Trustee in the
Fund and in the Eaton Vance family of funds overseen by the Trustee as of December 31, 2020.
Name of Trustee
|
Dollar Range of Equity Securities
Beneficially Owned in the Fund
|
Aggregate Dollar Range of Equity
Securities Beneficially Owned in Funds
Overseen by Trustee in the
Eaton Vance Family of Funds
|
Interested Trustee
|
|
|
Thomas E. Faust Jr.
|
None
|
Over $100,000
|
Noninterested Trustees
|
|
|
Mark R. Fetting
|
None
|
Over $100,000
|
Cynthia E. Frost
|
None
|
Over $100,000
|
George J. Gorman
|
None
|
Over $100,000
|
Valerie A. Mosley
|
None
|
Over $100,000
|
William H. Park
|
None
|
Over $100,000
|
Helen Frame Peters
|
None
|
Over $100,000
|
Keith Quinton
|
None
|
Over $100,000
|
Marcus L. Smith
|
None
|
Over $100,000
|
Susan J. Sutherland
|
None
|
Over $100,000(1)
|
Scott E. Wennerholm
|
None
|
Over $100,000(1)
|
(1) Includes shares which may be deemed to be beneficially owned through the Trustee Deferred Compensation Plan.
|
As of December 31, 2020, no noninterested Trustee or any of
their immediate family members owned beneficially or of record any class of securities of EVC, EVD, any sub-adviser, if applicable,
or any person controlling, controlled by or under common control with EVC or EVD or any sub-adviser, if applicable, collectively
(“Affiliated Entity”).
During the calendar years ended December 31, 2019 and December
31, 2020, no noninterested Trustee (or their immediate family members) had:
|
(1)
|
Any direct or indirect interest in any Affiliated Entity;
|
|
(2)
|
Any direct or indirect material interest in any transaction or series of similar transactions with (i) the Fund; (ii) another
fund managed or distributed by any Affiliated Entity; (iii) any Affiliated Entity; or (iv) an officer of any of the above; or
|
|
(3)
|
Any direct or indirect relationship with (i) the Fund; (ii) another fund managed or distributed by any Affiliated Entity; (iii)
any Affiliated Entity; or (iv) an officer of any of the above.
|
During the calendar years ended December 31, 2019 and December
31, 2020, no officer of any Affiliated Entity served on the Board of Directors of a company where a noninterested Trustee of the
Fund or any of their immediate family members served as an officer.
Noninterested Trustees 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 Board member may elect to have all or a portion of 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 Board members under
the Deferred Compensation Plan will be determined based upon the performance of such investments. Deferral of Board members’
fees in accordance with the Deferred Compensation Plan will have a negligible effect on the assets, liabilities, and net income
of a participating fund or portfolio, and do not require that a participating Board member be retained. There is no retirement
plan for Board members.
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The fees and expenses of the Trustees of the Fund are paid
by the Fund. (A Board member who is a member of the Eaton Vance organization receives no compensation from the Fund.) During the
fiscal year ended October 31, 2020, the Trustees of the Fund earned the following compensation in their capacities as Board members
from the Fund. For the year ended December 31, 2020, the Board members earned the following compensation in their capacities as
members of the Eaton Vance Fund Boards(1):
Source of Compensation
|
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
|
Scott E.
Wennerholm
|
Fund
|
$ 10,086
|
$ 10,810
|
$ 11,208
|
$ 10,967(2)
|
$ 13,633
|
$ 10,183
|
$ 9,797
|
$ 9,797
|
$ 10,810(3)
|
$ 11,208
|
Fund and Fund Complex(1)
|
$ 348,306
|
$ 373,305
|
$ 387,056
|
$ 378,709(4)
|
$ 470,806
|
$ 351,652
|
$ 338,306
|
$ 338,306
|
$ 373,305(5)
|
$ 387,056
|
|
(1)
|
As of February 17, 2021, the Eaton Vance fund complex consists of 144 registered investment companies or series thereof.
|
|
(2)
|
Includes $588 of deferred compensation.
|
|
(3)
|
Includes $10,810 of deferred compensation.
|
|
(4)
|
Includes $20,000 of deferred compensation.
|
|
(5)
|
Includes $370,208 of deferred compensation.
|
Proxy
Voting Policy. The Board adopted a proxy voting policy and procedures (the “Fund Policy”), pursuant to which
the Board has delegated proxy voting responsibility to the Adviser and adopted the Adviser’s proxy voting policies and procedures
(the “Adviser Policies”). An independent proxy voting service has been retained to assist in the voting of Fund proxies
through the provision of vote analysis, implementation and recordkeeping and disclosure services. The members of the Board will
review the Fund’s proxy voting records from time to time and will annually consider approving the Adviser Policies for the
upcoming year. For a copy of the Fund Policy and the Adviser Policies, see Appendix B and C, respectively. Pursuant to certain
provisions of the 1940 Act and certain exemptive orders relating to funds investing in other funds, a Fund may be required or may
elect to vote its interest in another fund in the same proportion as the holders of all other shares of that fund. Information
on how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available
(1) without charge, upon request, by calling 1-800-262-1122, and (2) on the SEC’s website at http://www.sec.gov.
INVESTMENT ADVISORY AND OTHER SERVICES
The
Adviser. Eaton Vance, its affiliates and its predecessor
companies have been managing assets of individuals and institutions since 1924 and of investment companies since 1931. They maintain
a large staff of experienced fixed-income, senior loan and equity investment professionals to service the needs of their clients.
The equity group covers stocks ranging from blue chip to emerging growth companies. The fixed-income group focuses on all kinds
of taxable investment-grade and high-yield securities, tax-exempt investment-grade and high-yield securities, and U.S. government
securities. The senior loan group focuses on senior floating rate loans, unsecured loans and other floating rate debt securities
such as notes, bonds and asset backed securities. Eaton Vance and its affiliates act as adviser to a family of mutual funds, and
individual and various institutional accounts, including corporations, hospitals, retirement plans, universities, foundations and
trusts.
The Fund is responsible for all of its costs and expenses not
expressly stated to be payable by Eaton Vance under the Investment Advisory Agreement (the “Advisory Agreement”) or
the Amended and Restated Administrative Services Agreement (the “Administration Agreement”). Such costs and expenses
to be borne by the Fund include, without limitation (i) expenses of maintaining the Fund and continuing its existence; (ii) registration
of the Fund under the Investment Company Act of 1940; (iii) commissions, spreads, fees and other expenses connected with the acquisition,
holding and disposition of securities and other investments; (iv) auditing, accounting and legal expenses; (v) taxes and interest;
(vi) governmental fees; (vii) expenses of listing shares of the Fund with a stock exchange, and expenses of issue, sale, repurchase
and redemption (if any) of interests in the Fund, including expenses of conducting tender offers for the purpose of repurchasing
Fund interests; (viii) expenses of registering and qualifying the Fund and its shares under federal and state securities laws and
of preparing and filing registration statements and amendments for such purposes; (ix) expenses of reports and notices to shareholders
and of meetings of shareholders and proxy solicitations therefore; (x) expenses of reports to governmental officers and commissions;
(xi) insurance expenses; (xii) association membership dues; (xiii) fees, expenses and disbursements of custodians and subcustodians
for all services to the Fund (including, without limitation, safekeeping of funds, securities and other investments, keeping of
books, accounts and records, and determination of net asset values); (xiv) fees, expenses and disbursements of transfer agents,
dividend disbursing agents, shareholder servicing agents and registrars for all services to the Fund; (xv) expenses for servicing
shareholder accounts; (xvi) any direct charges to shareholders approved by the Trustees of the Fund; (xvii) compensation and expenses
of
Eaton Vance Tax-Managed Global Diversified Equity Income Fund
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|
Trustees of the Fund who are not members of the Adviser’s
organization; (xviii) pricing and valuation services employed by the Fund; (xix) all expenses incurred in connection with leveraging
of Fund’s assets through a line of credit, or issuing and maintaining preferred shares; and (xx) such non-recurring items
as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Fund
to indemnify its Trustees, officers and shareholders with respect thereto.
Pursuant to the Advisory Agreement and subsequent fee reduction
agreement between the Adviser and the Fund, the Fund has agreed to pay the Adviser an investment advisory fee, payable on a monthly
basis, at an annual rate of 1.00% of the average daily gross assets of the Fund up to and including $1.5 billion, 0.98% of the
average daily gross assets of the Fund over $1.5 billion up to and including $3 billion, 0.96% of the average daily gross assets
of the Fund over $3 billion up to and including $5 billion, and 0.94% of the average daily gross assets of the Fund over $5 billion.
Gross assets of the Fund means total assets of the Fund, including any form of investment leverage that the Fund utilizes, minus
all accrued expenses incurred in the normal course of operations, but not excluding any liabilities or obligations attributable
to any future investment leverage obtained through (i) indebtedness of any type (including, without limitation, borrowing through
a credit facility/commercial paper program or the issuance of debt securities), (ii) the issuance of preferred shares or other
similar preference securities, (iii) the reinvestment of collateral received for securities loaned in accordance with the Fund’s
investment objectives and policies and/or (iv) any other means.
For the fiscal years ended October 31, 2020, 2019 and 2018,
the Fund incurred $24,933,794, $25,372,009 and $27,729,256, respectively, in advisory fees.
Pursuant to an investment sub-advisory agreement between the
Adviser and EVAIL, Eaton Vance pays compensation to the Sub-Adviser for providing sub-advisory services provided to the Fund. For
the fiscal years ended October 31, 2020, 2019 and, EVAIL received $8,450,326, $8,598,783 and $9,397,360, respectively, in sub-advisory
fees.
The Advisory Agreement with the Adviser continues in effect indefinitely
so long as such continuance is approved at least annually (i) by the vote of a majority of the noninterested Trustees of the Fund
or of the Adviser, such vote being cast in person at a meeting specifically called for the purpose of voting on such approval and
(ii) by the Board of Trustees of the Fund or by vote of a majority of the outstanding shares of the Fund. The Fund’s Administration
Agreement continues in effect from year to year so long as such continuance is approved at least annually by the vote of a majority
of the Fund’s Trustees. Each agreement may be terminated at any time without penalty on sixty (60) days’ written notice
by the Trustees of the Fund or Eaton Vance, as applicable, or by vote of the majority of the outstanding shares of the Fund. Each
agreement will terminate automatically in the event of its assignment. Each agreement provides that, in the absence of willful
misfeasance, bad faith, gross negligence or reckless disregard of its obligations or duties to the Fund under such agreements on
the part of Eaton Vance, Eaton Vance shall not be liable to the Fund or to any shareholder of the Fund for any act or omission
in the course of, or connected with, rendering services or for any losses that may be sustained in the acquisition, holding or
disposition of any interest in a loan or of any security, investment or other asset.
The Advisory Agreement provides that Eaton Vance may engage one
or more investment sub-advisers to assist with some or all aspects of the management of the Fund’s investments subject to
such approvals as are required under the 1940 Act. The Advisory Agreement provides that Eaton Vance may terminate any sub-advisory
agreement entered into and directly assume any functions performed by the sub-adviser, upon approval of the Board of Trustees,
without the need for approval of the shareholders of the Fund.
Information
About Eaton Vance. Eaton Vance is a business trust organized under the laws of the Commonwealth of Massachusetts. EV
serves as trustee of Eaton Vance. EV and Eaton Vance are wholly-owned subsidiaries of EVC, a Maryland corporation and publicly-held
holding company. BMR is an indirect subsidiary of EVC. EVC through its subsidiaries and affiliates engages primarily in investment
management, administration and marketing activities. The Directors of EVC are Thomas E. Faust Jr., Ann E. Berman, Leo I. Higdon,
Jr., Paula A. Johnson, Brian D. Langstraat, Dorothy E. Puhy, Winthrop H. Smith, Jr. and Richard A. Spillane, Jr. All shares of
the outstanding Voting Common Stock of EVC are deposited in a Voting Trust, the Voting Trustees of which are Mr. Faust, Paul W.
Bouchey, Craig R. Brandon, Daniel C. Cataldo, Michael A. Cirami, Cynthia J. Clemson, James H. Evans, Maureen A. Gemma, Laurie G.
Hylton, Mr. Langstraat, Thomas Lee, Frederick S. Marius, David C. McCabe, Edward J. Perkin, Lewis R. Piantedosi, Charles B. Reed,
Craig P. Russ, Thomas C. Seto, John L. Shea, Eric A. Stein, John H. Streur, Andrew N. Sveen, Payson F. Swaffield, R. Kelly Williams
and Matthew J. Witkos (all of whom are officers of Eaton Vance or its affiliates). The Voting Trustees have unrestricted voting
rights for the election of Directors of EVC. All of the outstanding voting trust receipts issued under said Voting Trust are owned
by certain of the officers of Eaton Vance who may also be officers, or officers and Directors of EVC and EV. As indicated under
“Management and Organization,” all of the officers of the Fund (as well as Mr. Faust who is also a Trustee) hold positions
in the Eaton Vance organization.
Eaton Vance Tax-Managed Global Diversified Equity Income Fund
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SAI dated February 19, 2021
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The
Sub-Adviser. EVAIL acts as an investment Sub-Adviser to
the Fund, subject to the supervision of the Adviser and the Trustees of the Fund, pursuant to a sub-advisory agreement between
the Adviser and EVAIL. Eaton Vance pays EVAIL a portion of its advisory fee for sub-advisory services provided to the Fund.
EVAIL is located at 125 Old Broad Street, London, United Kingdom,
EC2N 1AR. EVAIL provides investment advice to institutional clients and pooled investment vehicles. As of October 31, 2020 assets
under management totaled approximately $17.9 billion. EVAIL is an indirect, wholly-owned subsidiary of EVC.
The Sub-Advisory Agreement with EVAIL continues in effect indefinitely
so long as such continuance is approved at least annually (i) by the Fund’s Board of Trustees or by the holders of a majority
of its outstanding voting securities and (ii) by a majority of the Trustees who are not “interested persons” (as defined
in the 1940 Act) of any party to the Sub-Advisory Agreement, by vote cast in person at a meeting called for the purpose of voting
on such approval. The Sub-Advisory Agreement terminates automatically on its assignment and may be terminated without penalty on
sixty (60) days’ written notice at the option of either the Adviser, subject to the approval of the Board of Trustees, by
the Fund’s Board of Trustees or by a vote of a majority (as defined in the 1940 Act) of the Fund’s outstanding shares
at any annual or special meeting or by EVAIL. As discussed above, Eaton Vance may terminate the Sub-Advisory Agreement with EVAIL
and directly assume responsibility for the services provided by EVAIL upon approval by the Board of Trustees without the need for
approval of the shareholders of the Fund.
Code
of Ethics. The Adviser, the Sub-Adviser and the Fund have
adopted codes of ethics (the “Codes of Ethics”) governing personal securities transactions pursuant to Rule 17j-1 under
the 1940 Act. Under the Codes of Ethics, employees of the Adviser and the Sub-Adviser may purchase and sell securities (including
securities held or eligible for purchase by the Fund) subject to the provisions of the Codes of Ethics and certain employees are
also subject to pre-clearance, reporting requirements and/or other procedures.
The Codes of Ethics can be reviewed on the EDGAR Database on
the SEC’s Internet site (http://www.sec.gov), or a copy of the Codes of Ethics may be requested by electronic mail at publicinfo@sec.gov.
Portfolio
Managers. The portfolio manager(s) of the Fund are listed below. The following table shows, as of the Fund’s most
recent fiscal year end, the number of accounts each portfolio manager managed in each of the listed categories and the total assets
(in millions of dollars) in the accounts managed within each category. The table also shows the number of accounts with respect
to which the advisory fee is based on the performance of the account, if any, and the total assets (in millions of dollars) in
those accounts.
|
Number of
All Accounts
|
Total Assets of
All Accounts
|
Number of Accounts
Paying a Performance Fee
|
Total Assets of Accounts
Paying a Performance Fee
|
Michael A. Allison(1)
|
|
|
|
|
Registered Investment Companies
|
17
|
$ 38,321.0
|
0
|
$ 0
|
Other Pooled Investment Vehicles
|
14
|
$ 26,775.0(2)
|
0
|
$ 0
|
Other Accounts
|
1
|
$ 0.5
|
0
|
$ 0
|
Christopher M. Dyer
|
|
|
|
|
Registered Investment Companies
|
9
|
$ 6,455.2
|
0
|
$ 0
|
Other Pooled Investment Vehicles
|
0
|
$ 0
|
0
|
$ 0
|
Other Accounts
|
2
|
$ 5.4
|
0
|
$ 0
|
|
(1)
|
This portfolio manager serves as portfolio manager of one or more registered investment companies that invests or may invest
in one or more underlying registered investment companies in the Eaton Vance family of funds or other pooled investment vehicles
sponsored by Eaton Vance. The underlying investment companies may be managed by this portfolio manager or another portfolio manager.
|
|
(2)
|
Certain of these “Other Pooled Investment Vehicles” invest a substantial portion of their assets in a registered
investment company in the Eaton Vance family of funds and/or in a separate pooled investment vehicle sponsored by Eaton Vance which
may be managed by this portfolio manager or another portfolio manager.
|
Eaton Vance Tax-Managed Global Diversified Equity Income Fund
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SAI dated February 19, 2021
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The following table shows the dollar range of shares
of the Fund beneficially owned by each portfolio manager as of the Fund’s most recent fiscal year ended October 31, 2020
and in the Eaton Vance Family of Funds as of December 31, 2020.
Portfolio Managers
|
Dollar Range of Equity Securities
Beneficially Owned in the Fund
|
Aggregate Dollar Range of Equity
Securities Beneficially Owned in
the Eaton Vance Family of Funds
|
Michael A. Allison
|
$50,001 - $100,000
|
$100,001 - $500,000
|
Christopher M. Dyer
|
None
|
$1 - $10,000
|
It is possible that conflicts of interest may arise in connection
with a portfolio manager’s management of the Fund’s investments on the one hand and the investments of other accounts
for which a portfolio manager is responsible on the other. For example, a portfolio manager may have conflicts of interest in allocating
management time, resources and investment opportunities among the Fund and other accounts he advises. In addition, due to differences
in the investment strategies or restrictions between the Fund and the other accounts, the portfolio manager may take action with
respect to another account that differs from the action taken with respect to the Fund. In some cases, another account managed
by a portfolio manager may compensate EVM or EVAIL based on the performance of the securities held by that account. The existence
of such a performance based fee may create additional conflicts of interest for the portfolio manager in the allocation of management
time, resources and investment opportunities. Whenever conflicts of interest arise, the portfolio manager will endeavor to exercise
his discretion in a manner that he believes is equitable to all interested persons. EVM and EVAIL have adopted several policies
and procedures designed to address these potential conflicts including a code of ethics and policies that govern EVM’s and
EVAIL’s trading practices, including among other things the aggregation and allocation of trades among clients, brokerage
allocations, cross trades and best execution.
Compensation
Structure for EVM and EVAIL. Compensation of EVM’s
and EVAIL’s portfolio managers and other investment professionals has the following primary components: (1) a base salary,
(2) an annual cash bonus, and (3) annual non-cash compensation consisting of restricted shares of EVC nonvoting common stock that
generally are subject to a vesting schedule. EVM’s and EVAIL’s investment professionals also receive certain retirement,
insurance and other benefits that are broadly available to EVM’s and EVAIL’s employees. Compensation of EVM’s
and EVAIL’s investment professionals is reviewed primarily on an annual basis. Cash bonuses, stock-based compensation awards,
and adjustments in base salary are typically paid or put into effect at or shortly after the October 31st fiscal year end of EVC.
Method
to Determine Compensation. EVM and EVAIL compensate its portfolio managers based primarily on the scale and complexity
of their portfolio responsibilities and the total return performance of managed funds and accounts versus the benchmark(s) stated
in the prospectus, as well as an appropriate peer group (as described below). In addition to rankings within peer groups of funds
on the basis of absolute performance, consideration may also be given to relative risk-adjusted performance. Risk-adjusted performance
measures include, but are not limited to Sharpe Ratio, which uses standard deviation and excess return to determine reward per
unit of risk. Performance is normally based on periods ending on the September 30th preceding fiscal year end. Fund performance
is normally evaluated primarily versus peer groups of funds as determined by Lipper Inc. and/or Morningstar, Inc. When a fund’s
peer group as determined by Lipper or Morningstar is deemed by EVM’s and EVAIL’s management not to provide a fair comparison,
performance may instead be evaluated primarily against a custom peer group or market index. In evaluating the performance of a
fund and its manager, primary emphasis is normally placed on three-year performance, with secondary consideration of performance
over longer and shorter periods. For funds that are tax-managed or otherwise have an objective of after-tax returns, performance
is measured net of taxes. For other funds, performance is evaluated on a pre-tax basis. For funds with an investment objective
other than total return (such as current income), consideration will also be given to the fund’s success in achieving its
objective. For managers responsible for multiple funds and accounts, investment performance is evaluated on an aggregate basis,
based on averages or weighted averages among managed funds and accounts. Funds and accounts that have performance-based advisory
fees are not accorded disproportionate weightings in measuring aggregate portfolio manager performance.
The compensation of portfolio managers with other job responsibilities
(such as heading an investment group or providing analytical support to other portfolios) will include consideration of the scope
of such responsibilities and the managers’ performance in meeting them.
EVM and EVAIL seek to compensate portfolio managers commensurate
with their responsibilities and performance, and competitive with other firms within the investment management industry. EVM and
EVAIL participate in investment-industry compensation surveys and utilizes survey data as a factor in determining salary, bonus
and stock-based compensation levels for portfolio managers and other investment professionals. Salaries, bonuses and stock-based
compensation are also influenced by the operating performance of EVM and EVAIL and its parent company. The overall annual cash
bonus pool is generally based on a substantially fixed percentage of pre-bonus adjusted operating income.
Eaton Vance Tax-Managed Global Diversified Equity Income Fund
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SAI dated February 19, 2021
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While the salaries of EVM’s and EVAIL’s portfolio
managers are comparatively fixed, cash bonuses and stock-based compensation may fluctuate significantly from year to year, based
on changes in manager performance and other factors as described herein. For a high performing portfolio manager, cash bonuses
and stock-based compensation may represent a substantial portion of total compensation.
Investment
Advisory Services. Under the general supervision of the
Fund’s Board, Eaton Vance will carry out the investment and reinvestment of all or a portion of the assets of the Fund, will
furnish continuously an investment program with respect to the Fund, will determine which securities should be purchased, sold
or exchanged, and will implement such determinations and will supervise the overall activities of the Sub-Adviser. Eaton Vance
will furnish to the Fund investment advice and provide related office facilities and personnel for servicing the investments of
the Fund. Eaton Vance will compensate all Trustees and officers of the Fund who are members of the Eaton Vance organization and
who render investment services to the Fund, and will also compensate all other Eaton Vance personnel who provide research and investment
services to the Fund.
Commodity
Futures Trading Commission Registration. The Commodity Futures Trading Commission (“CFTC”) has adopted regulations
that subject registered investment companies and advisers to regulation by the CFTC if a fund invests more than a prescribed level
of its assets in certain CFTC-regulated instruments (including futures, certain options and swaps agreements) or markets itself
as providing investment exposure to such instruments. The Adviser has claimed an exclusion from the definition of “commodity
pool operator” under the Commodity Exchange Act with respect to its management of the Fund. Accordingly, neither the Fund
nor the Adviser with respect to the operation of the Fund is subject to CFTC regulation. Because of its management of other strategies,
Eaton Vance is registered with the CFTC as a commodity pool operator. Eaton Vance is also registered as a commodity trading advisor.
The CFTC has neither reviewed nor approved the Fund’s investment strategies or this SAI.
Administrative
Services. Under the Administration Agreement, Eaton Vance is responsible for managing the business affairs of the Fund,
subject to the supervision of the Fund’s Board. Eaton Vance will furnish to the Fund all office facilities, equipment and
personnel for administering the affairs of the Fund. Eaton Vance will compensate all Trustees and officers of the Fund who are
members of the Eaton Vance organization and who render executive and administrative services to the Fund, and will also compensate
all other Eaton Vance personnel who perform management and administrative services for the Fund. Eaton Vance’s administrative
services include recordkeeping, preparation and filing of documents required to comply with federal and state securities laws,
supervising the activities of the Fund’s custodian and transfer agent, providing assistance in connection with the Trustees’
and shareholders’ meetings, providing services in connection with repurchase offers, if any, and other administrative services
necessary to conduct the Fund’s business.
DETERMINATION OF NET ASSET VALUE
The net asset value of the Fund is determined by State Street
Bank and Trust Company (as agent and custodian) by subtracting the liabilities of the Fund from the value of its total assets.
The Fund is closed for business and will not issue a net asset value on the following business holidays and any other business
day that the New York Stock Exchange (the “Exchange”) is closed: New Year’s Day, Martin Luther King, Jr. Day,
Presidents’ Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day.
The Board has approved procedures pursuant to which investments
are valued for purposes of determining the Fund’s net asset value. Listed below is a summary of the methods generally used
to value investments (some or all of which may be held by the Fund) under the procedures.
|
•
|
Equity securities (including common stock, exchange-traded funds, closed end funds, preferred equity securities, exchange-traded
notes and other instruments that trade on recognized stock exchanges) are valued at the last sale, official close or, if there
are no reported sales, at the mean between the bid and asked price on the primary exchange on which they are traded.
|
|
•
|
Most debt obligations are valued on the basis of market valuations furnished by a pricing service or at the mean of the bid
and asked prices provided by recognized broker/dealers of such securities. The pricing service may use a pricing matrix to determine
valuation.
|
|
•
|
Short-term instruments with remaining maturities of less than 397 days are valued on the basis of market valuations furnished
by a pricing service or based on dealer quotations.
|
|
•
|
Foreign securities and currencies are valued in U.S. dollars based on foreign currency exchange quotations supplied by a pricing
service.
|
|
•
|
Senior and Junior Loans are valued on the basis of prices furnished by a pricing service. The pricing service uses transactions
and market quotations from brokers in determining values.
|
|
•
|
Futures contracts are valued at the settlement or closing price on the primary exchange or board of trade on which they are
traded.
|
Eaton Vance Tax-Managed Global Diversified Equity Income Fund
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SAI dated February 19, 2021
|
|
•
|
Exchange-traded options are valued at the mean of the bid and asked prices. Over-the-counter options are valued based on quotations
obtained from a pricing service or from a broker (typically the counterparty to the option).
|
|
•
|
Non-exchange traded derivatives (including swap agreements, forward contracts and equity participation notes) are generally
valued on the basis of valuations provided by a pricing service or using quotes provided by a broker/dealer (typically the counterparty)
or, for total return swaps, based on market index data.
|
|
•
|
Precious metals are valued at the New York Composite mean quotation.
|
|
•
|
Liabilities with a payment or maturity date of 364 days or less are stated at their principal value and longer dated liabilities
generally will be carried at their fair value.
|
|
•
|
Valuations of foreign equity securities and total return swaps and exchange-traded futures contracts on non-North American
equity indices are generally based on the fair valuation provided by a pricing service.
|
Investments which are unable to be valued in accordance with
the foregoing methodologies are valued at fair value using methods determined in good faith by or at the direction of the members
of the Board. Such methods may include consideration of relevant factors, including but not limited to (i) the type of security,
and the existence of any contractual restrictions on the security’s disposition; (ii) the price and extent of public trading
in similar securities of the issuer or of comparable companies or entities; (iii) quotations or relevant information obtained from
broker-dealers or other market participants; (iv) information obtained from the issuer, analysts, and/or the appropriate stock
exchange (for exchange-traded securities); (v) an analysis of the company’s or entity’s financial statements, (vi)
an evaluation of the forces that influence the issuer and the market(s) in which the security is purchased and sold; (vii) any
transaction involving the issuer of such securities; and (viii) any other factors deemed relevant by the investment adviser. For
purposes of a fair valuation, the portfolio managers of one Eaton Vance fund that invests in Senior and Junior Loans may not possess
the same information about a Senior or Junior Loan as the portfolio managers of another Eaton Vance fund. As such, at times the
fair value of a Loan determined by certain Eaton Vance portfolio managers may vary from the fair value of the same Loan determined
by other portfolio managers.
The Fund may invest in Eaton Vance Cash Reserves Fund, LLC (Cash
Reserves Fund), an affiliated investment company managed by Eaton Vance. Cash Reserves Fund generally values its investment securities
utilizing the amortized cost valuation technique in accordance with Rule 2a-7 under the 1940 Act. This technique involves initially
valuing a portfolio security at its cost and thereafter assuming a constant amortization to maturity of any discount or premium.
If amortized cost is determined not to approximate fair value, Cash Reserves Fund may value its investment securities in the same
manner as debt obligations described above.
PORTFOLIO TRADING
Decisions concerning the execution of portfolio security transactions,
including the selection of the market and the executing firm, are made by Eaton Vance, the Fund’s Adviser, or EVAIL as the
Fund’s Sub-Adviser. As used below, “Adviser” refers to Eaton Vance and EVAIL, as applicable. The Fund is responsible
for the expenses associated with its portfolio transactions. The Adviser is also responsible for the execution of transactions
for all other accounts managed by it. The Adviser places the portfolio security transactions for execution with one or more broker-dealer
firms. The Adviser uses its best efforts to obtain execution of portfolio security transactions at prices which in the Adviser’s
judgment are advantageous to the client and at reasonably competitive spreads or (when a disclosed commission is being charged)
at reasonably competitive commission rates. In seeking such execution, the Adviser will use its best judgment in evaluating the
terms of a transaction, and will give consideration to various relevant factors, including without limitation the full range and
quality of the broker-dealer firm’s services including the responsiveness of the firm to the Adviser, the size and type of
the transaction, the nature and character of the market for the security, the confidentiality, speed and certainty of effective
execution required for the transaction, the general execution and operational capabilities of the broker-dealer firm, the reputation,
reliability, experience and financial condition of the firm, the value and quality of the services rendered by the firm in other
transactions, and the amount of the spread or commission, if any. In addition, the Adviser may consider the receipt of Research
Services (as defined below), provided it does not compromise the adviser’s obligation to seek best overall execution for
the Fund and is otherwise in compliance with applicable law. The Adviser may engage in portfolio brokerage transactions with a
broker-dealer firm that sells shares of Eaton Vance funds, provided such transactions are not directed to that firm as compensation
for the promotion or sale of such shares.
Transactions on stock exchanges and other agency transactions
involve the payment of negotiated brokerage commissions. Such commissions vary among different broker-dealer firms, and a particular
broker-dealer may charge different commissions according to such factors as the difficulty and size of the transaction and the
volume of business done with such broker-dealer. Transactions in foreign securities often involve the payment of brokerage commissions,
which may be higher than those in the United States. There is generally no stated commission in the case of securities traded in
the over-the-counter markets including transactions in fixed-income securities which are generally purchased and sold on a net
basis (i.e., without commission) through broker-dealers and banks acting for their own account rather
Eaton Vance Tax-Managed Global Diversified Equity Income Fund
|
25
|
SAI dated February 19, 2021
|
than as brokers. Such firms attempt to profit from such transactions
by buying at the bid price and selling at the higher asked price of the market for such obligations, and the difference between
the bid and asked price is customarily referred to as the spread. Fixed-income transactions may also be transacted directly with
the issuer of the obligations. In an underwritten offering the price paid often includes a disclosed fixed commission or discount
retained by the underwriter or dealer. Although spreads or commissions paid on portfolio security transactions will, in the judgment
of the investment adviser, be reasonable in relation to the value of the services provided, commissions exceeding those which another
firm might charge may be paid to broker-dealers who were selected to execute transactions on behalf of the investment adviser’s
clients in part for providing brokerage and research services to the investment adviser as permitted by applicable law.
Pursuant to the safe harbor provided in Section 28(e) of the
Securities Exchange Act of 1934, as amended (the “Section 28(e)”), and to the extent permitted by other applicable
law, a broker or dealer who executes a portfolio transaction on behalf of the investment adviser client may receive a commission
that is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the
investment adviser determines in good faith that such compensation was reasonable in relation to the value of the brokerage and
research services provided. This determination may be made on the basis of either that particular transaction or on the basis of
the overall responsibility which the investment adviser and its affiliates have for accounts over which they exercise investment
discretion. “Research Services” as used herein includes any and all brokerage and research services to the extent permitted
by Section 28(e) and other applicable law. Generally, Research Services may include, but are not limited to, such matters as research,
analytical and quotation services, data, information and other services products and materials which assist the investment adviser
in the performance of its investment responsibilities. More specifically, Research Services may include general economic, political,
business and market information, industry and company reviews, evaluations of securities and portfolio strategies and transactions,
technical analysis of various aspects of the securities markets, recommendations as to the purchase and sale of securities and
other portfolio transactions, certain financial, industry and trade publications, certain news and information services, and certain
research oriented computer software, data bases and services. Any particular Research Service obtained through a broker-dealer
may be used by the investment adviser in connection with client accounts other than those accounts which pay commissions to such
broker-dealer, to the extent permitted by applicable law. Any such Research Service may be broadly useful and of value to the investment
adviser in rendering investment advisory services to all or a significant portion of its clients, or may be relevant and useful
for the management of only one client’s account or of a few clients’ accounts, or may be useful for the management
of merely a segment of certain clients’ accounts, regardless of whether any such account or accounts paid commissions to
the broker-dealer through which such Research Service was obtained. The investment adviser evaluates the nature and quality of
the various Research Services obtained through broker-dealer firms and, to the extent permitted by applicable law, may attempt
to allocate sufficient portfolio security transactions to such firms to ensure the continued receipt of Research Services which
the investment adviser believes are useful or of value to it in rendering investment advisory services to its clients. The investment
adviser may also receive brokerage and Research Services from underwriters and dealers in fixed-price offerings, when permitted
under applicable law.
Research Services provided by (and produced by) broker-dealers
that execute portfolio transactions or from affiliates of executing broker-dealers are referred to as “Proprietary Research”.
Except for trades executed in jurisdictions where such consideration is not permissible, the investment adviser may and does consider
the receipt of Proprietary Research Services as a factor in selecting broker-dealers to execute client portfolio transactions,
provided it does not compromise the investment adviser’s obligation to seek best overall execution. In jurisdictions where
permissible, the investment adviser also may consider the receipt of Research Services under so called “client commission
arrangements” or “commission sharing arrangements” (both referred to as “CCAs”) as a factor in selecting
broker dealers to execute transactions, provided it does not compromise the investment adviser’s obligation to seek best
overall execution. Under a CCA arrangement, the investment adviser may cause client accounts to effect transactions through a broker-dealer
and request that the broker-dealer allocate a portion of the commissions paid on those transactions to a pool of commission credits
that are paid to other firms that provide Research Services to the investment adviser. Under a CCA, the broker-dealer that provides
the Research Services need not execute the trade. Participating in CCAs may enable the investment adviser to consolidate payments
for research using accumulated client commission credits from transactions executed through a particular broker-dealer to periodically
pay for Research Services obtained from and provided by other firms, including other broker-dealers that supply Research Services.
The investment adviser believes that CCAs offer the potential to optimize the execution of trades and the acquisition of a variety
of high quality Research Services that the investment adviser might not be provided access to absent CCAs. The investment adviser
will only enter into and utilize CCAs to the extent permitted by Section 28(e) and other applicable law.
Eaton Vance Tax-Managed Global Diversified Equity Income Fund
|
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|
SAI dated February 19, 2021
|
Fund trades executed by an affiliate of the investment adviser
licensed in the United Kingdom may implicate laws of the United Kingdom, including rules of the UK Financial Conduct Authority,
which govern client trading commissions and Research Services (“UK Law”). Broadly speaking, under UK Law the investment
adviser may not accept any good or service when executing an order unless that good or service either is directly related to the
execution of trades on behalf of its clients/customers or amounts to the provision of substantive research (as defined under UK
Law). These requirements may also apply with respect to orders in connection with which the investment adviser receives goods and
services under a CCA or other bundled brokerage arrangement. Fund trades may also implicate UK Law requiring the investment adviser
to direct any research portion of a brokerage commission to an account controlled by the investment adviser.
The investment companies sponsored by the investment adviser
or its affiliates may also allocate brokerage commissions to acquire information relating to the performance, fees and expenses
of such companies and other investment companies, which information is used by the Trustees of such companies to fulfill their
responsibility to oversee the quality of the services provided to various entities, including the investment adviser, to such companies.
Such companies may also pay cash for such information.
Securities considered as investments for the Fund may also be
appropriate for other investment accounts managed by the investment adviser or its affiliates. Whenever decisions are made to buy
or sell securities by the Fund and one or more of such other accounts simultaneously, the investment adviser will allocate the
security transactions (including “new” issues) in a manner which it believes to be equitable under the circumstances.
As a result of such allocations, there may be instances where the Fund will not participate in a transaction that is allocated
among other accounts. If an aggregated order cannot be filled completely, allocations will generally be made on a pro rata basis.
An order may not be allocated on a pro rata basis where, for example: (i) consideration is given to portfolio managers who have
been instrumental in developing or negotiating a particular investment; (ii) consideration is given to an account with specialized
investment policies that coincide with the particulars of a specific investment; (iii) pro rata allocation would result in odd-lot
or de minimis amounts being allocated to a portfolio or other client; or (iv) where the investment adviser reasonably determines
that departure from a pro rata allocation is advisable. While these aggregations and allocation policies could have a detrimental
effect on the price or amount of the securities available to the Fund from time to time, it is the opinion of the members of the
Board that the benefits from the investment adviser organization outweigh any disadvantage that may arise from exposure to simultaneous
transactions.
The following table shows brokerage commissions paid during
the fiscal years ended October 31, 2020, 2019 and 2018 as well as the amount of portfolio security transactions for the most recent
fiscal year (if any) that were directed to firms that provided some Research Services to the investment adviser or its affiliates
(see above), and the commissions paid in connection therewith.
Fiscal Year End
|
Brokerage
Commission Paid
|
Amount of Transactions Directed to Firms
Providing Research
|
Commissions Paid on Transactions
Directed to Firms Providing Research
|
October 31, 2020
|
$1,723,208
|
$1,780,457,529
|
$1,266,863
|
October 31, 2019
|
$1,666,292
|
|
|
October 31, 2018
|
$2,299,575
|
|
|
No brokerage commissions paid by the Fund during the last three
fiscal years were to any broker that: (i) is an affiliated person of the Fund; (ii) is an affiliated person of an affiliated person
of the Fund; or (iii) has an affiliated person that is an affiliated person of the Fund, Adviser, Sub-Adviser, or principal underwriter.
During the fiscal year ended October 31, 2020, the Fund held
securities of its “regular brokers or dealers”, as that term is defined in Rule 10b-1 of the 1940 Act, and the value
of such securities of the Fund’s fiscal year end was as follows:
Regular Broker or Dealer (or Parent)
|
Aggregate Value
|
Citigroup Global Markets
|
$31,849,205
|
TAXES
The Fund has elected to be treated and intends to qualify
each year as a regulated investment company (“RIC”) under the Internal Revenue Code of 1986, as amended (the “Code”).
Accordingly, the Fund intends to satisfy certain requirements relating to sources of its income and diversification of its assets
and to distribute substantially all of its net investment income and net capital gains, if any, (after reduction by certain available
capital loss carryforwards) in accordance with the timing requirements imposed by the Code, so as to maintain its RIC status and
to avoid paying any federal income or excise tax. To the extent it qualifies for treatment as a RIC and satisfies the above-mentioned
distribution requirements, the Fund will not be subject to federal income tax on income paid to its shareholders in the form of
dividends.
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In order to qualify for the special tax treatment accorded RICs
and their shareholders, the Fund must, among other things:
(a) derive
at least 90% of its annual gross income from dividends, interest, payments with respect to certain securities loans, and gains
from the sale or other disposition of stock, securities, and foreign currencies, or other income (including but not limited to
gains from options, futures, or forward contracts) derived with respect to its business of investing in such stock, securities,
or currencies, and net income derived from interests in qualified publicly traded partnerships (as defined below);
(b) distribute
with respect to each taxable year at least the sum of 90% of its investment company taxable income (as that term is defined in
the Code without regard to the deduction for dividends paid--generally, taxable ordinary income and the excess, if any, of net
short-term capital gains over net long-term capital losses) and 90% of its net tax-exempt interest income, for such year; and
(c) diversify
its holdings so that, at the end of each quarter of the Fund’s taxable year: (i) at least 50% of the value of the Fund’s
total assets is represented by cash and cash items, U.S. government securities, securities of other RICs, and other securities
limited in respect of any one issuer to a value not greater than 5% of the value of the Fund’s total assets and not more
than 10% of the outstanding voting securities of such issuer; and (ii) not more than 25% of the value of the Fund’s total
assets is invested, including through corporations in which the Fund owns a 20% or more voting stock interest, (x) in the securities
(other than those of the U.S. government or other RICs) of any one issuer or of two or more issuers that the Fund controls and
that are engaged in the same, similar, or related trades or businesses, or (y) in the securities of one or more qualified publicly
traded partnerships (as defined below).
In general, for purposes of the 90% gross income requirement
described in paragraph (a) above, income derived from a partnership will be treated as qualifying income only to the extent such
income is attributable to items of income of the partnership which would be qualifying income if realized by the RIC. However,
100% of the net income derived from an interest in a “qualified publicly traded partnership” will be treated as qualifying
income. A “qualified publicly traded partnership” is a publicly traded partnership that satisfies certain requirements
with respect to the type of income it derives. In addition, although in general the passive loss rules of the Code do not apply
to RICs, such rules do apply to a RIC with respect to items attributable to an interest in a qualified publicly traded partnership.
For purposes of paragraph (c) above, the term “outstanding voting securities of such issuer” will include the equity
securities of a qualified publicly traded partnership. In addition, for purposes of the diversification test in (c) above, the
identification of the issuer (or, in some cases, issuers) of a particular Fund investment can depend on the terms and conditions
of that investment. In some cases, identification of the issuer (or issuers) is uncertain under current law, and an adverse determination
or future guidance by the Internal Revenue Service (“IRS”) with respect to issuer identification for a particular type
of investment may adversely affect the Fund's ability to meet the diversification test in (c) above. If the Fund invests in publicly
traded partnerships, it might be required to recognize in its taxable year income in excess of its cash distributions from such
publicly traded partnerships during that year. Such income, even if not reported to the Fund by the publicly traded partnerships
until after the end of that year, would nevertheless be subject to the RIC income distribution requirements and would be taken
into account for purposes of the 4% excise tax described below.
As a result of qualifying as a RIC, the Fund will not be subject
to U.S. federal income tax on its net investment income (i.e., its investment company taxable income, as that term is defined in
the Code, determined without regard to the deduction for dividends paid) and net capital gain (i.e., the excess of its net realized
long-term capital gain over its net realized short-term capital loss), if any, that it distributes to its shareholders in each
taxable year, provided that it distributes to its shareholders at least the sum of 90% of its net investment income and 90% of
its net tax-exempt interest income (if any) for such taxable year.
In order to avoid incurring a nondeductible 4% federal excise
tax obligation, the Code requires that the Fund distribute (or be deemed to have distributed) by December 31 of each calendar year
an amount at least equal to the sum of (i) 98% of its ordinary income for such year, (ii) 98.2% of its capital gain net income
, generally computed on the basis of the one-year period ending on October 31 (or later if the Fund is permitted to elect and so
elects) of such year, and (iii) 100% of any ordinary income and capital gain net income from the prior year (as previously computed)
that were not paid out during such year and on which the Fund paid no federal income tax. Under current law, provided that the
Fund qualifies as a RIC for federal income tax purposes, the Fund should not be liable for any income, corporate excise or franchise
tax in The Commonwealth of Massachusetts.
If the Fund were to fail to meet the income, diversification
or distribution test described above, the Fund could in some cases cure such failure, including by paying a Fund-level tax, paying
interest, making additional distributions, or disposing of certain assets.
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If the Fund does not qualify as a RIC for any taxable year, the
Fund’s taxable income will be subject to corporate income taxes, and all distributions from earnings and profits, including
distributions of net capital gain (if any), will be taxable to the shareholder as ordinary income. Such distributions may be eligible
(i) to be treated as qualified dividend income in the case of individual and other noncorporate shareholders and (ii) for the dividends-received
deduction (“DRD”) in the case of corporate shareholders, provided, in both cases, the shareholder meets certain holding
period and other requirements in respect of the Fund’s shares. In addition, in order to requalify for taxation as a RIC,
the Fund may be required to recognize unrealized gains, pay substantial taxes and interest, and make certain distributions.
For U.S. federal income tax purposes, distributions paid out of
the Fund’s current or accumulated earnings and profits will, except in the case of distributions of qualified dividend income
and capital gain dividends described below, generally be taxable as ordinary income. “Qualified dividend income” received
by an individual is generally taxed at the rates applicable to long-term capital gain. In order for a dividend received by Fund
shareholders to be qualified dividend income, the Fund must meet holding period and other requirements with respect to the dividend-paying
stock in its portfolio and the shareholders must meet holding period and other requirements with respect to the Fund’s shares.
A dividend will not be treated as qualified dividend income (at either the Fund or shareholder level) (1) if the dividend is received
with respect to any share of stock held for fewer than 61 days during the 121-day period beginning at the date which is 60 days
before the date on which such share becomes ex-dividend with respect to such dividend (or, in the case of certain preferred stock,
91 days during the 181-day period beginning 90 days before such date), (2) to the extent that the recipient is under an obligation
(whether pursuant to a short sale or otherwise) to make related payments with respect to positions in substantially similar or
related property, (3) if the recipient elects to have the dividend income treated as investment income for purposes of the limitation
on deductibility of investment interest, or (4) if the dividend is received from a foreign corporation that is (a) not eligible
for the benefits of a comprehensive income tax treaty with the U.S. (with the exception of dividends paid on stock of such a foreign
corporation readily tradable on an established securities market in the U.S.) or (b) treated as a passive foreign investment company
(“PFIC”). Payments in lieu of dividends, such as payments pursuant to securities lending arrangements, also do not
qualify to be treated as qualified dividend income.
In general, distributions of investment income designated
by the Fund as derived from qualified dividend income will be treated as qualified dividend income by a shareholder taxed as an
individual provided the shareholder meets the holding period and other requirements described above with respect to the Fund’s
shares. If the aggregate qualified dividend income received by the Fund during any taxable year is 95% or more of its gross income
(excluding net long-term capital gain over net short-term capital loss), then 100% of the Fund’s dividends (other than properly
designated capital gain dividends) will be eligible to be treated as qualified dividend income.
A portion of distributions made by the Fund which are derived
from dividends from U.S. corporations may qualify for the DRD in the case of corporate shareholders. The DRD is reduced to the
extent the Fund shares with respect to which the dividends are received are treated as debt-financed under the Code and is eliminated
if the shares are deemed to have been held for less than a minimum period, generally more than 45 days (more than 90 days in the
case of certain preferred stock) during the 91-day period beginning 45 days before the ex-dividend date (during the 181-day period
beginning 90 days before such date in the case of certain preferred stock) or if the recipient is under an obligation (whether
pursuant to a short sale or otherwise) to make related payments with respect to positions in substantially similar or related property.
Receipt of certain distributions qualifying for the DRD may result in a reduction of the tax basis of the corporate shareholder’s
shares. Payments in lieu of dividends, such as payments pursuant to securities lending arrangements, also do not qualify for the
DRD.
For federal income tax purposes, net capital losses incurred
by the Fund in a particular taxable year can be carried forward to offset net capital gains in any subsequent year until such loss
carryforwards have been fully used, and such capital losses carried forward will retain their character as either short-term or
long-term capital losses. To the extent subsequent net capital gains are offset by such losses, they would not result in federal
income tax liability to the Fund and would not be distributed as such to shareholders.
Distributions of net capital gain, if any, designated as capital
gains dividends are taxable to a shareholder as long-term capital gains, regardless of how long the shareholder has held Fund shares.
The IRS and the Department of the Treasury have issued regulations that impose special rules in respect of capital gain dividends
received through partnership interests constituting “applicable partnership interests” under Section 1061 of the Code.
A distribution of an amount in excess of the Fund’s current and accumulated earnings and profits will be treated by a shareholder
as a return of capital which is applied against and reduces the shareholder’s basis in his or her shares. To the extent that
the amount of any such distribution exceeds the shareholder’s basis in his or her shares, the excess will be treated by the
shareholder as gain from a sale or exchange of the shares. Distributions of gains from the sale of investments that the Fund owned
for one year or less will give rise to short-term capital gain.
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The Fund may elect to retain its net capital gain or a portion
thereof for investment and be taxed at corporate rates on the amount retained. In such case, it may designate the retained amount
as undistributed capital gains in a notice to its shareholders who will be treated as if each received a distribution of his pro
rata share of such gain, with the result that each shareholder will (i) be required to report his pro rata share of such gain on
his tax return as long-term capital gain, (ii) receive a refundable tax credit for his pro rata share of tax paid by the Fund on
the gain and (iii) increase the tax basis for his shares by an amount equal to the deemed distribution less the tax credit. The
Fund is not required to, and there can be no assurance the Fund will, make this designation if it retains all or a portion of its
net capital gain in a taxable year.
Distributions are taxable as described herein whether shareholders
receive them in cash or in additional shares of the Fund.
Shareholders receiving dividends or distributions in the form
of additional shares pursuant to a dividend reinvestment plan will be treated for U.S. federal income tax purposes as receiving
a dividend in an amount equal to either (i) if the shares are trading below net asset value, the amount of cash allocated to the
shareholder for the purchase of shares on its behalf in the open market, or (ii) if shares are trading at or above net asset value,
generally the fair market value of the new shares issued to the shareholder, and will have a cost basis in the shares received
equal to such amount. The Fund will inform shareholders of the source and tax status of all distributions promptly after the close
of each calendar year.
The benefits of the reduced tax rates applicable to long-term
capital gains and qualified dividend income may be impacted by the application of the alternative minimum tax to individual shareholders.
From time to time, the Fund may make a tender offer for its shares.
Shareholders who tender all shares held, or considered to be held, by them will generally be treated as having sold their shares
and generally will realize a capital gain or loss. If a shareholder tenders fewer than all of its shares, such shareholder may
be treated as having received a distribution under Section 301 of the Code (“Section 301 distribution”) unless the
redemption is treated as being either (i) “substantially disproportionate” with respect to such shareholder or (ii)
otherwise “not essentially equivalent to a dividend” under the relevant rules of the Code. A Section 301 distribution
is not treated as a sale or exchange giving rise to a capital gain or loss, but rather is treated as a dividend to the extent supported
by the Fund’s current and accumulated earnings and profits, with the excess treated as a return of capital reducing the shareholder’s
tax basis in Fund shares, and thereafter as capital gain. Where a redeeming shareholder is treated as receiving a dividend, there
is a risk that non-tendering shareholders whose interests in the Fund increase as a result of such tender will be treated as having
received a taxable distribution from the Fund. The extent of such risk will vary depending upon the particular circumstances of
the tender offer, in particular whether such offer is a single and isolated event or is part of a plan for periodically redeeming
the shares of the Fund; if isolated, any such risk is likely remote.
Certain net investment income received by an individual having
adjusted gross income in excess of $200,000 (or $250,000 for married individuals filing jointly) maybe subject to a tax of 3.8%.
Undistributed net investment income of trusts and estates in excess of a specified amount also may be subject to this tax. Dividends
and capital gains distributed by the Fund, and gain realized on the sale of Fund shares, will constitute investment income of the
type subject to this tax.
The tax treatment of certain positions entered into by the Fund
(including regulated futures contracts, certain foreign currency positions and certain listed non-equity options) will be governed
by Section 1256 of the Code (“Section 1256 contracts”). Section 1256 of the Code generally requires any gain or loss
arising from a Section 1256 contract to be treated as 60% long-term and 40% short-term capital gain or loss, although certain foreign
currency gains and losses from such contracts may be treated as ordinary in character. In addition, the Fund generally will be
required to “mark-to-market” (i.e., treat as sold for fair market value) each Section 1256 contract which it holds
at the close of each taxable year (and for purposes of the 4% excise tax, on certain other dates as prescribed by the Code). If
a Section 1256 contract held by the Fund at the end of a taxable year is sold in the following year, the amount of any gain or
loss realized on such sale will be adjusted to reflect the gain or loss previously taken into account under the “mark-to-market”
rules.
The taxation of equity options that the Fund expects to write
that do not qualify as section 1256 contracts are governed by Code Section 1234. Pursuant to Code Section 1234, the premium received
by the Fund for selling a call option is not included in income at the time of receipt. If an option written by the Fund expires
unexercised, the premium is short-term capital gain to the Fund. If the Fund enters into a closing transaction, the difference
between the amount paid to close out its position and the premium received for writing the option is short-term capital gain or
loss. If a call option written by the Fund is exercised, thereby requiring the Fund to sell the underlying security, the premium
will increase the amount realized upon the sale of the security and any resulting gain or loss will be long-term or short-term,
depending upon the holding period of the security. If securities are purchased by the Fund pursuant to the exercise of a put option
written by it, the Fund generally will subtract the premium received for purposes of computing its cost basis in the securities
purchased. With respect to a put or call option that is purchased by the Fund, if the option is sold, any resulting gain or loss
will be a capital gain or loss, and will be short-term or long-term, depending upon the holding period for the option. If the
option expires, the resulting loss is a capital loss and is short-term or long-term, depending upon the holding period for the
option. If the option is exercised, the cost of the option, in the case of a call option, is added to the basis of the purchased
security and, in the case of a put option, reduces the amount realized on the underlying security in determining gain or loss.
Because the Fund does not have control over the exercise of the call options it writes, such exercise or other required sales
of the underlying securities may cause the Fund to realize capital gains or losses at inopportune times.
Eaton Vance Tax-Managed Global Diversified Equity Income Fund
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The Code contains special rules that apply to “straddles,”
defined generally as the holding of offsetting positions with respect to personal property. For example, the straddle rules normally
apply when a taxpayer holds stock and an offsetting option with respect to such stock or substantially identical stock or securities.
In general, investment positions will be offsetting if there is a substantial diminution in the risk of loss from holding one position
by reason of holding one or more other positions. The Fund expects that the index call options it writes will not be considered
straddles for this purpose because the Fund’s portfolio of common stocks will be sufficiently dissimilar from the components
of the indices on which it has outstanding options positions under applicable guidance established by the IRS. Under certain circumstances,
however, the Fund may enter into options transactions or certain other investments that may constitute positions in a straddle.
If two or more positions constitute a straddle, recognition of a realized loss from one position must generally be deferred to
the extent of unrecognized gain in an offsetting position. In addition, long-term capital gain may be recharacterized as short-term
capital gain, or short-term capital loss as long-term capital loss. Interest and other carrying charges allocable to personal property
that is part of a straddle are not currently deductible but must instead be capitalized. Similarly, “wash sale” rules
apply to prevent the recognition of loss by the Fund from the disposition of stock or securities at a loss in a case in which identical
or substantially identical stock or securities (or an option to acquire such property) is or has been acquired within a prescribed
period.
The Code allows a taxpayer to elect to offset gains and losses
from positions that are part of a “mixed straddle.” Generally a “mixed straddle” is a straddle in which
one or more but not all positions are Section 1256 contracts. The Fund may be eligible to elect to establish one or more mixed
straddle accounts for certain of its mixed straddle trading positions. The mixed straddle account rules require a daily “marking
to market” of all open positions in the account and a daily netting of gains and losses from all positions in the account.
At the end of a taxable year, the annual net gains or losses from the mixed straddle account are recognized for tax purposes. The
net capital gain or loss is treated as 60% long-term and 40% short-term capital gain or loss if attributable to the Section 1256
contract positions, or all short-term capital gain or loss if attributable to the non-Section 1256 contract positions.
The Fund may recognize gain (but not loss) from a constructive
sale of certain “appreciated financial positions” if the Fund enters into a short sale, offsetting notional principal
contract, or forward contract transaction with respect to the appreciated position or substantially identical property. Appreciated
financial positions subject to this constructive sale treatment include interests (including options and forward contracts and
short sales) in stock and certain other instruments. Constructive sale treatment does not apply if the transaction is closed out
not later than thirty days after the end of the taxable year in which the transaction was initiated, and the underlying appreciated
securities position is held unhedged for at least the next sixty days after the hedging transaction is closed.
Gain or loss from a short sale of property is generally considered
as capital gain or loss to the extent the property used to close the short sale constitutes a capital asset in the Fund’s
hands. Except with respect to certain situations where the property used to close a short sale has a long-term holding period on
the date the short sale is entered into, gains on short sales generally are short-term capital gains. A loss on a short sale will
be treated as a long-term capital loss if, on the date of the short sale, “substantially identical property” has been
held by the Fund for more than one year. In addition, entering into a short sale may result in suspension of the holding period
of “substantially identical property” held by the Fund.
Gain or loss on a short sale will generally not be realized
until such time as the short sale is closed. However, as described above in the discussion of constructive sales, if the Fund holds
a short sale position with respect to securities that has appreciated in value, and it then acquires property that is the same
as or substantially identical to the property sold short, the Fund generally will recognize gain on the date it acquires such property
as if the short sale were closed on such date with such property. Similarly, if the Fund holds an appreciated financial position
with respect to securities and then enters into a short sale with respect to the same or substantially identical property, the
Fund generally will recognize gain as if the appreciated financial position were sold at its fair market value on the date it enters
into the short sale.
The subsequent holding period for any appreciated financial position
that is subject to these constructive sale rules will be determined as if such position were acquired on the date of the constructive
sale.
The Fund’s transactions in futures contracts and options
will be subject to special provisions of the Code that, among other things, may affect the character of gains and losses realized
by the Fund (i.e., may affect whether gains or losses are ordinary or capital, or short-term or long-term), may accelerate
recognition of income to the Fund and may defer Fund losses. These rules could, therefore, affect the character, amount and timing
of distributions to shareholders. These provisions also (a) will require the Fund to mark-to-market certain types of the positions
in its portfolio (i.e., treat them as if they were closed out), and (b) may cause the Fund to recognize income without
receiving cash with which to make distributions in amounts necessary to satisfy the 90% distribution requirement for qualifying
to be taxed as a RIC and the 98% and 98.2% distribution requirements for avoiding excise taxes.
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In particular, the Fund expects to write call options with respect
to certain securities held by the Fund. Depending on whether such options are exercised or lapse, or whether the securities or
options are sold, the existence of these options will affect the amount and timing of the recognition of income and whether the
income qualifies as long-term capital gain.
Further, certain of the Fund's investment practices, such
as its transactions in options, are subject to special and complex federal income tax provisions that may, among other things,
(i) convert dividends that would otherwise constitute qualified dividend income into short-term capital gain or ordinary income
taxed at the higher rate applicable to ordinary income, (ii) treat dividends that would otherwise be eligible for the corporate
DRD as ineligible for such treatment, (iii) disallow, suspend or otherwise limit the allowance of certain losses or deductions,
(iv) convert long-term capital gain into short-term capital gain or ordinary income, (v) convert an ordinary loss or deduction
into a capital loss (the deductibility of which is more limited), (vi) cause the Fund to recognize income or gain without a corresponding
receipt of cash, (vii) adversely affect the time as to when a purchase or sale of stock or securities is deemed to occur, (viii)
adversely alter the characterization of certain complex financial transactions, and (ix) produce income that will not constitute
qualifying income for purposes of the 90% annual gross income requirement described above.
Any loss realized upon the sale or exchange of Fund shares
with a holding period of six months or less will be treated as a long-term capital loss to the extent of any capital gain dividends
received with respect to such shares. In addition, all or a portion of a loss realized on a sale or other disposition of Fund shares
may be disallowed under “wash sale” rules to the extent the shareholder acquires other shares of the same Fund (whether
through the reinvestment of distributions or otherwise) within a period of 61 days beginning 30 days before and ending 30 days
after the date of disposition of the shares. Any disallowed loss will result in an adjustment to the shareholder’s tax basis
in some or all of the other shares acquired.
Sales charges paid upon a purchase of shares cannot be taken
into account for purposes of determining gain or loss on a sale of the shares before the 91st day after their purchase to the extent
a sales charge is reduced or eliminated in a subsequent acquisition of shares of the Fund (or of another fund), during the period
beginning on the date of such sale and ending on January 31 of the calendar year following the calendar year in which such sale
was made, pursuant to the reinvestment or exchange privilege. Any disregarded amounts will result in an adjustment to the shareholder’s
tax basis in some or all of any other shares acquired.
The Fund will inform shareholders of the source and tax status
of all distributions promptly after the close of each calendar year.
Dividends and distributions on the Fund’s shares are generally
subject to federal income tax as described herein to the extent they do not exceed the Fund’s realized income and gains,
even though such dividends and distributions may economically represent a return of a particular shareholder’s investment.
Such distributions are likely to occur in respect of shares purchased at a time when the Fund’s net asset value reflects
gains that are either unrealized, or realized but not distributed. Such realized gains may be required to be distributed even when
the Fund’s net asset value also reflects unrealized losses. Certain distributions declared in October, November or December
and paid in the following January will be taxed to shareholders as if received on December 31 of the year in which they were declared.
In addition, certain other distributions made after the close of a taxable year of the Fund may be “spilled back” and
treated as paid by the Fund (except for purposes of the non-deductible 4% federal excise tax) during such taxable year. In such
case, shareholders will be treated as having received such dividends in the taxable year in which the distributions were actually
made.
Dividends and interest received, and gains realized, by the
Fund on foreign securities may be subject to income, withholding or other taxes imposed by foreign countries and U.S. possessions
(collectively “foreign taxes”) that would reduce the return on its securities. Tax conventions between certain countries
and the United States, however, may reduce or eliminate foreign taxes, and many foreign countries do not impose taxes on capital
gains in respect of investments by foreign investors. If more than 50% of the Fund’s assets at taxable year end consists
of the securities of foreign corporations, the Fund may elect to permit shareholders to claim a credit or deduction on their income
tax returns for their pro rata portions of qualified taxes paid by the Fund to foreign countries in respect of foreign securities
that the Fund has held for at least the minimum period specified in the Code. In such a case, shareholders will include in gross
income from foreign sources their pro rata shares of such taxes paid by the Fund. A shareholder’s ability to claim an offsetting
foreign tax credit or deduction in respect of foreign taxes paid by the Fund is subject to certain limitations imposed by the Code,
which may result in the shareholder’s not receiving a full credit or deduction (if any) for the amount of such taxes. Shareholders
who do not itemize on their U.S. federal income tax returns may claim a credit (but not a deduction) for such foreign taxes. Even
if the Fund were eligible to make such an election for a given year, it may determine not to do so.
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The Fund may invest in the stock of PFICs. A PFIC is any foreign
corporation (with certain exceptions) that, in general, meets either of the following tests: (1) at least 75% of its gross income
is passive or (2) an average of at least 50% of its assets produce, or are held for the production of, passive income. Under certain
circumstances, the Fund will be subject to federal income tax on a portion of any “excess distribution” received on
the stock of a PFIC or of any gain from disposition of that stock (collectively “PFIC income”), plus interest thereon,
even if the Fund distributes the PFIC income as a taxable dividend to its shareholders. The balance of the PFIC income will be
included in the Fund’s investment company taxable income and, accordingly, will not be taxable to it to the extent it distributes
that income to its shareholders.
If the Fund invests in a PFIC and elects to treat the PFIC as
a “qualified electing fund” (“QEF”), then in lieu of the foregoing tax and interest obligation, the Fund
will be required to include in income each year its pro rata share of the QEF’s annual ordinary earnings and net capital
gain - which it may have to distribute to satisfy the distribution requirement and avoid imposition of the excise tax - even if
the QEF does not distribute those earnings and gain to the Fund. There can be no assurance that the Fund will be able to make a
QEF election with respect to any investment in a PFIC.
The Fund may elect to “mark to market” its stock
in any PFIC. “Marking-to-market,” in this context, means including in ordinary income each taxable year the excess,
if any, of the fair market value of a PFIC’s stock over the Fund’s adjusted basis therein as of the end of that year.
Pursuant to the election, the Fund also would be allowed to deduct (as an ordinary, not capital, loss) the excess, if any, of its
adjusted basis in PFIC stock over the fair market value thereof as of the taxable year-end, but only to the extent of any net mark-to-market
gains (reduced by any prior deductions) with respect to that stock included by the Fund for prior taxable years under the election.
The Fund’s adjusted basis in each PFIC’s stock with respect to which it has made this election will be adjusted to
reflect the amounts of income included and deductions taken thereunder.
Under Section 988 of the Code, gains or losses attributable
to fluctuations in exchange rates between the time the Fund accrues income or receivables or expenses or other liabilities denominated
in a foreign currency and the time the Fund actually collects such income or receivables or pays such liabilities are generally
treated as ordinary income or loss. Similarly, gains or losses on foreign currency forward contracts and the disposition of debt
securities denominated in a foreign currency, to the extent attributable to fluctuations in exchange rates between the acquisition
and disposition dates, are also treated as ordinary income or loss.
Amounts paid by the Fund to individuals and certain other
shareholders who have not provided the Fund with their correct taxpayer identification number (“TIN”) and certain certifications
required by the IRS as well as shareholders with respect to whom the Fund has received certain information from the IRS or a broker
may be subject to “backup” withholding of federal income tax arising from the Fund’s taxable dividends and other
distributions as well as the gross proceeds of sales of shares. Backup withholding is not an additional tax. Any amounts withheld
under the backup withholding rules from payments made to a shareholder may be refunded or credited against such shareholder’s
federal income tax liability, if any, provided that the required information is furnished to the IRS.
Non-U.S. investors not engaged in a U.S. trade or business
with which their investment in the Fund is effectively connected will be subject to U.S. federal income tax treatment that is different
from that described above. Such non-U.S. investors may be subject to withholding tax at the rate of 30% (or a lower rate under
an applicable tax treaty) on amounts treated as ordinary dividends from the Fund. Capital gain dividends, if any, are not subject
to the 30% withholding tax. Exemptions from this withholding tax are also provided for dividends properly designated as interest
related dividends or as short-term capital gain dividends paid by the Fund with respect to its qualified net interest income or
qualified short-term gain. Unless an effective IRS Form W-8BEN or other authorized withholding certificate is on file, backup withholding
will apply to certain other payments from the Fund. Non-U.S. investors should consult their tax advisors regarding such treatment
and the application of foreign taxes to an investment in the Fund.
Code Sections 1471 through 1474 and the U.S. Treasury Regulations
and IRS guidance issued thereunder (collectively, “FATCA”) generally require a Fund to obtain information sufficient
to identify the status of each of its shareholders under FATCA or under an applicable intergovernmental agreement (an “IGA”)
between the United States and a foreign government. If a shareholder of a Fund fails to provide the requested information or otherwise
fails to comply with FATCA or an IGA, the Fund may be required to withhold under FATCA at a rate of 30% with respect to that shareholder
on ordinary dividends it pays. The IRS and the Department of Treasury have issued proposed regulations providing that these withholding
rules will not apply to the gross proceeds of share redemptions or capital gain dividends the Fund pays. If a payment by the Fund
is subject to withholding under FATCA, the Fund is required to withhold even if such payment would otherwise be exempt from withholding
under the rules applicable to foreign shareholders described above (e.g. interest-related dividends). Shareholders should consult
their own tax advisors regarding the possible implications of these requirements on their investment in the Fund.
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If a shareholder realizes a loss on disposition of the Fund’s
shares in any single tax year of $2 million or more for an individual shareholder or $10 million or more for a corporate shareholder,
or, in any combination of tax years, $4 million or more for an individual shareholder or $20 million or more for a corporate shareholder,
the shareholder must file with the IRS a disclosure statement on Form 8886. Direct shareholders of portfolio securities are in
many cases excepted from this reporting requirement, but under current guidance, shareholders of a RIC are not excepted. Future
guidance may extend the current exception from this reporting requirement to shareholders of most or all RICs.
The foregoing briefly summarizes some of the important U.S.
federal income tax consequences to shareholders of investing in shares, reflects the U.S. federal tax law as of the date of this
SAI, and does not address special tax rules applicable to certain types of investors, such as corporate and foreign investors.
Unless otherwise noted, this discussion assumes that an investor is a U.S. shareholder and holds shares as a capital asset. This
discussion is based upon present provisions of the Code, the regulations promulgated thereunder, and judicial and administrative
ruling authorities, all of which are subject to change or differing interpretations by the courts or the IRS retroactively or prospectively.
Investors should consult their tax advisors regarding other federal, state, local and, where applicable, foreign tax considerations
that may be applicable to their particular circumstances, as well as any proposed tax law changes.
State and Local Taxes.
Shareholders should consult their own tax advisors as to the state or local tax consequences of investing in the Fund.
OTHER INFORMATION
The Fund is an organization of the type commonly known as a “Massachusetts
business trust.” Under Massachusetts law, shareholders of such a trust may, in certain circumstances, be held personally
liable as partners for the obligations of the trust. The Declaration of Trust contains an express disclaimer of shareholder liability
in connection with Fund property or the acts, obligations or affairs of the Fund. The Declaration of Trust, in coordination with
the Fund’s By-laws, also provides for indemnification out of Fund property of any shareholder held personally liable for
the claims and liabilities to which a shareholder may become subject by reason of being or having been a shareholder. Thus, the
risk of a shareholder incurring financial loss on account of shareholder liability is limited to circumstances in which the Fund
itself is unable to meet its obligations. The Fund has been advised by its counsel that the risk of any shareholder incurring any
liability for the obligations of the Fund is remote.
The Declaration of Trust provides that the Trustees will not
be liable for errors of judgment or mistakes of fact or law; but nothing in the Declaration of Trust protects a Trustee against
any liability to the Fund or its shareholders to which he or she would otherwise be subject by reason of willful misfeasance, bad
faith, gross negligence, or reckless disregard of the duties involved in the conduct of his or her office. Voting rights are not
cumulative, which means that the holders of more than 50% of the shares voting for the election of Trustees can elect 100% of the
Trustees and, in such event, the holders of the remaining less than 50% of the shares voting on the matter will not be able to
elect any Trustees.
The Declaration of Trust provides that no person shall serve
as a Trustee if shareholders holding two-thirds of the outstanding shares have removed him from that office either by a written
declaration filed with the Fund’s custodian or by votes cast at a meeting called for that purpose. The Declaration of Trust
further provides that the Trustees of the Fund shall promptly call a meeting of the shareholders for the purpose of voting upon
a question of removal of any such Trustee or Trustees when requested in writing to do so by the record holders of not less than
10 per centum of the outstanding shares.
The Fund’s Prospectus, any related Prospectus Supplement
and this SAI do not contain all of the information set forth in the Registration Statement that the Fund has filed with the SEC.
The complete Registration Statement may be obtained from the SEC upon payment of the fee prescribed by its Rules and Regulations.
Custodian
State Street Bank and Trust Company (“State Street”),
State Street Financial Center, One Lincoln Street, Boston, MA 02111, is the custodian of the Fund and will maintain custody of
the securities and cash of the Fund. State Street maintains the Fund’s general ledger and computes net asset value per share
at least weekly. State Street also attends to details in connection with the sale, exchange, substitution, transfer and other dealings
with the Fund’s investments, and receives and disburses all funds. State Street also assists in preparation of shareholder
reports and the electronic filing of such reports with the SEC.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
Deloitte & Touche LLP, 200 Berkeley Street, Boston, MA 02116,
independent registered public accounting firm, audits the Fund’s financial statements and provides other audit, tax and related
services.
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FINANCIAL STATEMENTS
The audited financial statements and the report of the independent
registered public accounting firm of the Fund, for the fiscal year ended October 31, 2020 are incorporated herein by reference
from the Fund’s most recent Annual Report to Common Shareholders filed with the SEC on December 23, 2020 (Accession No. 0001193125-20-325841)
on Form N-CSR pursuant to Rule 30b2-1 under the 1940 Act.
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APPENDIX A
RATINGS
The ratings indicated herein are believed to be the most recent
ratings available at the date of this SAI for the securities listed. Ratings are generally given to securities at the time of issuance.
While the rating agencies may from time to time revise such ratings, they undertake no obligation to do so, and the ratings indicated
do not necessarily represent ratings which would be given to these securities on a particular date.
MOODY’S INVESTORS SERVICE, INC. (“Moody’s”)
Ratings assigned on Moody’s global long-term and short-term
rating scales are forward-looking opinions of the relative credit risks of financial obligations issued by non-financial corporates,
financial institutions, structured finance vehicles, project finance vehicles, and public sector entities. Long-term ratings are
assigned to issuers or obligations with an original maturity of one year or more and reflect both the likelihood of a default or
impairment on contractual financial obligations and the expected financial loss suffered in the event of default or impairment.
Short-term ratings are assigned to obligations with an original maturity of thirteen months or less and reflect the likelihood
of a default or impairment on contractual financial obligations and the expected financial loss suffered in the event of a default
or impairment.
GLOBAL LONG-TERM RATINGS SCALE
Aaa:
Obligations rated Aaa are judged to be of the highest quality, subject to the lowest level of credit risk.
Aa:
Obligations rated Aa are judged to be of high quality and are subject to very low credit risk.
A:
Obligations rated A are considered upper-medium grade and are subject to low credit risk.
Baa:
Obligations rated Baa are judged to be medium-grade and subject to moderate credit risk and as such may possess certain speculative
characteristics
Ba:
Obligations rated Ba are judged to be speculative and are subject to substantial credit risk.
B:
Obligations rated B are considered speculative and are subject to high credit risk.
Caa:
Obligations rated Caa are judged to be speculative of poor standing and are subject to very high credit risk.
Ca:
Obligations rated Ca are highly speculative and are likely in, or very near, default, with some prospect of recovery of principal
and interest.
C:
Obligations rated C are the lowest rated and are typically in default, with little prospect for recovery of principal or interest.
Note:
Moody’s appends numerical modifiers, 1, 2, and 3 to each generic rating classification from Aa through Caa. The modifier
1 indicates that the obligation ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking;
and the modifier 3 indicates a ranking in the lower end of that generic rating category.
GLOBAL SHORT-TERM RATING SCALE
Moody’s short-term ratings are opinions of the ability
of issuers to honor short-term financial obligations. Ratings may be assigned to issuers, short-term programs or to individual
short-term debt instruments. Such obligations generally have an original maturity not exceeding thirteen months, unless explicitly
noted.
P-1:
Issuers (or supporting institutions) rated Prime-1 have a superior ability to repay short-term debt obligations.
P-2:
Issuers (or supporting institutions) rated Prime-2 have a strong ability to repay short-term debt obligations.
P-3:
Issuers (or supporting institutions) rated Prime-3 have an acceptable ability to repay short-term obligations.
NP:
Issuers (or supporting institutions) rated Not Prime do not fall within any of the Prime ratings categories.
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ISSUER RATINGS
Issuer Ratings are opinions of the ability of entities to
honor senior unsecured debt and debt like obligations. As such, Issuer Ratings incorporate any external support that is expected
to apply to all current and future issuance of senior unsecured financial obligations and contracts, such as explicit support stemming
from a guarantee of all senior unsecured financial obligations and contracts, and/or implicit support for issuers subject to joint
default analysis (e.g. banks and government-related issuers). Issuer Ratings do not incorporate support arrangements, such as guarantees,
that apply only to specific (but not to all) senior unsecured financial obligations and contracts.
US MUNICIPAL SHORT-TERM OBLIGATION RATINGS AND DEMAND OBLIGATION
RATINGS
SHORT-TERM OBLIGATION RATINGS
The global short-term ‘prime’ rating scale is
applied to commercial paper issued by U.S. municipalities and nonprofits. These commercial paper programs may be backed by external
letters of credit or liquidity facilities, or by an issuer’s self-liquidity.
For other short-term municipal obligations, Moody’s
uses one of two other short-term rating scales, the Municipal Investment Grade (MIG) and Variable Municipal Investment Grade (VMIG)
scales discussed below.
The MIG scale is used for U.S. municipal cash flow notes,
bond anticipation notes and certain other short-term obligations, which typically mature in three years or less. Under certain
circumstances, the MIG scale is used for bond anticipation notes with maturities of up to five years.
MIG
1 This designation denotes superior credit quality. Excellent protection is afforded by established cash flows, highly
reliable liquidity support, or demonstrated broad-based access to the market for refinancing.
MIG
2 This designation denotes strong credit quality. Margins of protection are ample, although not as large as in the preceding
group.
MIG
3 This designation denotes acceptable credit quality. Liquidity and cash-flow protection may be narrow, and market access
for refinancing is likely to be less well-established.
SG
This designation denotes speculative-grade credit quality. Debt instruments in this category may lack sufficient margins of protection.
Demand Obligation Ratings
In the case of variable rate demand obligations (VRDOs), a
two-component rating is assigned. The components are a long-term rating and a short-term demand obligation rating. The long-term
rating addresses the issuer’s ability to meet scheduled principal and interest payments. The short-term demand obligation
rating addresses the ability of the issuer or the liquidity provider to make payments associated with the purchase-price-upon demand
feature (“demand feature”) of the VRDO. The short-term demand obligation rating uses the VMIG scale. VMIG ratings with
liquidity support use as an input the short-term counterparty risk assessment of the support provider, or the long-term rating
of the underlying obligor in the absence of third party liquidity support. Transitions of VMIG ratings of demand obligations with
conditional liquidity support differ from transitions on the Prime scale to reflect the risk that external liquidity support will
terminate if the issuer’s long-term rating drops below investment grade.
VMIG
1: This designation denotes superior credit quality. Excellent protection is afforded by the superior short-term credit
strength of the liquidity provider and structural and legal protections that ensure the timely payment of purchase price upon demand.
VMIG
2: This designation denotes strong credit quality. Good protection is afforded by the strong short-term credit strength
of the liquidity provider and structural and legal protections that ensure the timely payment of purchase price upon demand.
VMIG
3: This designation denotes acceptable credit quality. Adequate protection is afforded by the satisfactory short-term
credit strength of the liquidity provider and structural and legal protections that ensure the timely payment of purchase price
upon demand.
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SG:
This designation denotes speculative-grade credit quality. Demand features rated in this category may be supported by a liquidity
provider that does not have a sufficiently strong short-term rating or may lack the structural or legal protections necessary to
ensure the timely payment of purchase price upon demand.
S&P GLOBAL RATINGS (“S&P”)
ISSUE CREDIT RATINGS DEFINITIONS
An S&P issue credit rating is a forward-looking opinion
about the creditworthiness of an obligor with respect to a specific financial obligation, a specific class of financial obligations,
or a specific financial program (including ratings on medium-term note programs and commercial paper programs). It takes into consideration
the creditworthiness of guarantors, insurers, or other forms of credit enhancement on the obligation and takes into account the
currency in which the obligation is denominated. The opinion reflects S&P’s view of the obligor's capacity and willingness
to meet its financial commitments as they come due, and may assess terms, such as collateral security and subordination, which
could affect ultimate payment in the event of default.
Issue credit ratings can be either long-term or short-term.
Short-term issue credit ratings are generally assigned to those obligations considered short-term in the relevant market. Short-term
issue credit ratings are also used to indicate the creditworthiness of an obligor with respect to put features on long-term obligations.
Medium-term notes are assigned long-term ratings.
LONG-TERM ISSUE CREDIT RATINGS:
Issue credit ratings are based, in varying degrees, on S&P’s
analysis of the following considerations:
· Likelihood
of paymentcapacity and willingness of the obligor to meet its financial commitment on an obligation in accordance with the
terms of the obligation;
· Nature of
and provisions of the financial obligation and the promise that it is imputed; and
· Protection
afforded by, and relative position of, the financial obligation in the event of bankruptcy, reorganization, or other arrangement
under the laws of bankruptcy and other laws affecting creditors' rights.
Issue ratings are an assessment of default risk, but may incorporate
an assessment of relative seniority or ultimate recovery in the event of default. Junior obligations are typically rated lower
than senior obligations, to reflect the lower priority in bankruptcy, as noted above. (Such differentiation may apply when an entity
has both senior and subordinated obligations, secured and unsecured obligations, or operating company and holding company obligations.)
AAA:
An obligation rated ‘AAA’ has the highest rating assigned by S&P. The obligor’s capacity to meet its financial
commitment on the obligation is extremely strong.
AA:
An obligation rated ‘AA’ differs from the highest-rated obligors only to a small degree. The obligor’s capacity
to meet its financial commitments on the obligation is very strong.
A:
An obligation rated ‘A’ is somewhat more susceptible to the adverse effects of changes in circumstances and economic
conditions than obligations in higher-rated categories. However, the obligor’s capacity to meet its financial commitments
on the obligation is still strong.
BBB:
An obligation rated ‘BBB’ exhibits adequate protection parameters. However, adverse economic conditions or changing
circumstances are more likely to weaken the obligor’s capacity to meet its financial commitments on the obligation.
BB, B, CCC, CC and C
Obligations rated ‘BB’, ‘B’, ‘CCC’,
‘CC’, and ‘C’ are regarded as having significant speculative characteristics. ‘BB’ indicates
the least degree of speculation and ‘C’ the highest. While such obligations will likely have some quality and protective
characteristics, these may be outweighed by large uncertainties or major exposures to adverse conditions.
BB:
An obligation rated ‘BB’ is less vulnerable to non-payment than other speculative issues. However, it faces major ongoing
uncertainties or exposure to adverse business, financial, or economic conditions that could lead to the obligor’s inadequate
capacity to meet its financial commitment on the obligation.
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B:
An obligation rated ‘B’ is more vulnerable to nonpayment than obligations rated ‘BB’, but the obligor currently
has the capacity to meet its financial commitment on the obligation. Adverse business, financial or economic conditions will likely
impair the obligor’s capacity or willingness to meet its financial commitment on the obligation.
CCC:
An obligation rated ‘CCC’ is currently vulnerable to nonpayment, and is dependent upon favorable business, financial,
and economic conditions for the obligor to meet its financial commitments on the obligation. In the event of adverse business,
financial or, economic conditions, the obligor is not likely to have the capacity to meet its financial commitment on the obligation.
CC:
An obligation rated ‘CC’ is currently highly vulnerable to nonpayment. The 'CC' rating is used when a default has not
yet occurred, but S&P expects default to be a virtual certainty, regardless of the anticipated time to default.
C:
An obligation rated 'C' is currently highly vulnerable to nonpayment, and the obligation is expected to have lower relative seniority
or lower ultimate recovery compared to obligations that are rated higher.
D:
An obligation rated 'D' is in default or in breach of an imputed promise. For non-hybrid capital instruments, the 'D' rating category
is used when payments on an obligation are not made on the date due, unless S&P believes that such payments will be made within
five business days in the absence of a stated grace period or within the earlier of the stated grace period or 30 calendar days.
The 'D' rating also will be used upon the filing of a bankruptcy petition or the taking of similar action and where default on
an obligation is a virtual certainty, for example due to automatic stay provisions. An obligation's rating is lowered to 'D' if
it is subject to a distressed exchange offer.
NR:
This indicates that a rating has not been assigned or is no longer assigned.
Plus
(+) or Minus (-): The ratings from ‘AA’ to’ CCC’ may be modified by the addition of a plus (+)
or minus (-) sign to show relative standing within the major rating categories.
SHORT-TERM ISSUE CREDIT RATINGS
A-1:
A short-term obligation rated ‘A-1’ is rated in the highest category by S&P. The obligor’s capacity to meet
its financial commitment on the obligation is strong. Within this category, certain obligations are designated with a plus sign
(+). This indicates that the obligor’s capacity to meet its financial commitments on the obligation is extremely strong.
A-2:
A short-term obligation rated ‘A-2’ is somewhat more susceptible to the adverse effects of changes in circumstances
and economic conditions than obligations in higher rating categories. However, the obligor’s capacity to meet its financial
commitment on the obligation is satisfactory.
A-3:
A short-term obligation rated ‘A-3’ exhibits adequate protection parameters. However, adverse economic conditions or
changing circumstances are more likely to weaken an obligor’s capacity to meet its financial commitment on the obligation.
B:
A short-term obligation rated ‘B’ is regarded as vulnerable and has significant speculative characteristics. The obligor
currently has the capacity to meet its financial commitments; however, it faces major ongoing uncertainties which could lead to
the obligor's inadequate capacity to meet its financial commitments.
C:
A short-term obligation rated ‘C’ is currently vulnerable to nonpayment and is dependent upon favorable business, financial
and economic conditions for the obligor to meet its financial commitments on the obligation.
D:
A short-term obligation rated 'D' is in default or in breach of an imputed promise. For non-hybrid capital instruments, the 'D'
rating category is used when payments on an obligation are not made on the date due, unless S&P believes that such payments
will be made within any stated grace period. However, any stated grace period longer than five business days will be treated as
five business days. The 'D' rating also will be used upon the filing of a bankruptcy petition or the taking of a similar action
and where default on an obligation is a virtual certainty, for example due to automatic stay provisions. A rating on an obligation
is lowered to 'D' if it is subject to a distressed exchange offer.
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ISSUER CREDIT RATINGS DEFINITIONS
S&P’s issuer credit rating is a forward-looking
opinion about an obligor's overall creditworthiness. This opinion focuses on the obligor's capacity and willingness to meet its
financial commitments as they come due. It does not apply to any specific financial obligation, as it does not take into account
the nature of and provisions of the obligation, its standing in bankruptcy or liquidation, statutory preferences, or the legality
and enforceability of the obligation.
Sovereign credit ratings are forms of issuer credit ratings.
Issuer credit ratings can be either long-term or short-term.
LONG-TERM ISSUER CREDIT RATINGS
AAA:
An obligor rated ‘AAA’ has extremely strong capacity to meet its financial commitments. ‘AAA’ is the highest
issuer credit rating assigned by S&P.
AA:
An obligor rated ‘AA’ has very strong capacity to meet its financial commitments. It differs from the highest-rated
obligors only to a small degree.
A:
An obligor rated ‘A’ has strong capacity to meet its financial commitments but is somewhat more susceptible to the
adverse effects of changes in circumstances and economic conditions than obligors in higher-rated categories.
BBB:
An obligor rated ‘BBB’ has adequate capacity to meet its financial commitments. However, adverse economic conditions
or changing circumstances are more likely to weaken the obligor’s capacity to meet its financial commitments.
BB, B, CCC and CC
Obligors rated ‘BB’, ‘B’, ‘CCC’,
and ‘CC’ are regarded as having significant speculative characteristics. ‘BB’ indicates the least degree
of speculation and ‘CC’ the highest. While such obligors will likely have some quality and protective characteristics,
these may be outweighed by large uncertainties or major exposure to adverse conditions.
BB:
An obligor ‘BB’ is less vulnerable in the near term than other lower-rated obligors. However, it faces major ongoing
uncertainties and exposure to adverse business, financial, or economic conditions that could lead to the obligor’s inadequate
capacity to meet its financial commitments.
B:
An obligor rated ‘B’ is more vulnerable than the obligors rated ‘BB’, but the obligor currently has the
capacity to meet its financial commitments. Adverse business, financial, or economic conditions will likely impair the obligor’s
capacity or willingness to meets its financial commitments.
CCC:
An obligor rated ‘CCC’ is currently vulnerable, and is dependent upon favorable business, financial, and economic conditions
to meet its financial commitments.
CC:
An obligor rated ‘CC’ is currently highly vulnerable. The 'CC' rating is used when a default has not yet occurred,
but S&P expects default to be a virtual certainty, regardless of the anticipated time to default.
SD and
D: An obligor is rated 'SD' (selective default) or 'D'
if S&P considers there to be a default on one or more of its financial obligations, whether long -or short-term, including
rated and unrated financial obligations but excluding hybrid instruments classified as regulatory capital or in non-payment according
to terms. A 'D' rating is assigned when S&P believes that the default will be a general default and that the obligor will fail
to pay all or substantially all of its obligations as they come due. An 'SD' rating is assigned when S&P believes that the
obligor has selectively defaulted on a specific issue or class of obligations but it will continue to meet its payment obligations
on other issues or classes of obligations in a timely manner. A rating on an obligor is lowered to 'D' or 'SD' if it is conducting
a distressed exchange offer.
NR:
Indicates that a rating has not been assigned or is no longer assigned.
Plus
(+) or Minus (-): The ratings from ‘AA’ to’ CCC’ may be modified by the addition of a plus (+)
or minus (-) sign to show relative standing within the major rating categories.
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SHORT-TERM ISSUER CREDIT RATINGS
A-1:
An obligor rated ‘A-1’ has strong capacity to meet its financial commitments. It is rated in the highest category by
S&P. Within this category, certain obligors are designated with a plus sign (+). This indicates that the obligor’s capacity
to meet its financial commitments is extremely strong.
A-2:
An obligor rated ‘A-2’ has satisfactory capacity to meet its financial commitments. However, it is somewhat more susceptible
to the adverse effects of changes in circumstances and economic conditions than obligors in the highest rating category.
A-3:
An obligor rated ‘A-3’ has adequate capacity to meet its financial obligations. However, adverse economic conditions
or changing circumstances are more likely to weaken the obligor’s capacity to meet its financial commitments.
B:
An obligor rated ‘B’ is regarded as vulnerable and has significant speculative characteristics. The obligor currently
has the capacity to meet its financial commitments; however, it faces major ongoing uncertainties which could lead to the obligor’s
inadequate capacity to meet its financial commitments.
C:
An obligor rated 'C' is currently vulnerable to nonpayment that would result in a 'SD' or 'D' issuer rating, and is dependent upon
favorable business, financial, and economic conditions for it to meet its financial commitments.
SD
and D: An obligor is rated 'SD' (selective default) or 'D' if S&P considers there to be a default on one or more
of its financial obligations, whether long- or short-term, including rated and unrated obligations but excluding hybrid instruments
classified as regulatory capital or in nonpayment according to term. An obligor is considered in default unless S&P believes
that such payments will be made within any stated grace period. However, any stated grace period longer than five business days
will be treated as five business days. A 'D' rating is assigned when S&P believes that the default will be a general default
and that the obligor will fail to pay all or substantially all of its obligations as they come due. An 'SD' rating is assigned
when S&P believes that the obligor has selectively defaulted on a specific issue or class of obligations, excluding hybrid
instruments classified as regulatory capital, but it will continue to meet its payment obligations on other issues or classes of
obligations in a timely manner. An obligor's rating is lowered to 'D' or 'SD' if it is conducting a distressed exchange offer.
NR:
Indicates that a rating has not been assigned or is no longer assigned.
MUNICIPAL SHORT-TERM NOTE RATINGS
SHORT-TERM
NOTES: An S&P U.S. municipal note rating reflects S&P opinions about the liquidity factors and market access
risks unique to notes. Notes due in three years or less will likely receive a note rating. Notes with an original maturity of more
than three years will most likely receive a long-term debt rating. In determining which type of rating, if any, to assign, S&P’s
analysis will review the following considerations: Amortization schedule--the larger the final maturity relative to other maturities,
the more likely it will be treated as a note; and Source of payment--the more dependent the issue is on the market for its refinancing,
the more likely it will be treated as a note.
Municipal Short-Term Note rating symbols are as follows:
SP-1:
Strong capacity to pay principal and interest. An issue determined to possess a very strong capacity to pay debt will be given
a plus (+) designation.
SP-2:
Satisfactory capacity to pay principal and interest, with some vulnerability to adverse financial and economic changes over the
term of the notes.
SP-3:
Speculative capacity to pay principal and interest.
D: ‘D’ is assigned upon failure to pay
the note when due, completion of a distressed exchange offer, or the filing of a bankruptcy petition or the taking of similar action
and where default on an obligation is a virtual certainty, for example due to automatic stay provisions.
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FITCH RATINGS
LONG-TERM CREDIT RATINGS
Issuer Default Ratings
AAA:
Highest credit quality. ‘AAA’ ratings denote the lowest expectation of default risk. They are assigned only
in case of exceptionally strong capacity for payment of financial commitments. The capacity is highly unlikely to be adversely
affected by foreseeable events.
AA:
Very high credit quality. ‘AA’ ratings denote expectations of very low default risk. They indicate very
strong capacity for payment of financial commitments. This capacity is not significantly vulnerable to foreseeable events.
A:
High credit quality. ‘A’ ratings denote expectations of low default risk. The capacity for payment of financial
commitments is considered strong. The capacity may, nevertheless, be more vulnerable to changes in circumstances or in economic
conditions than is the case for higher ratings.
BBB:
Good credit quality. 'BBB' ratings indicate that expectations of default risk are currently low. The capacity for payment
of financial commitments is considered adequate but adverse business or economic conditions are more likely to impair this capacity.
BB:
Speculative. 'BB' ratings indicate an elevated vulnerability to default risk, particularly in the event of adverse changes
in business or economic conditions over time; however, business or financial flexibility exist that supports the servicing of financial
commitments.
B:
Highly speculative. B' ratings indicate that material default risk is present, but a limited margin of safety remains.
Financial commitments are currently being met; however, capacity for continued payment is vulnerable to deterioration in the business
and economic environment.
CCC:
Substantial credit risk. Default is a real possibility.
CC:
Very high levels of credit risk. Default of some kind appears probable.
C:
Near default. A default or default-like process has begun, or the issuer is in standstill, or for a closed funding vehicle,
payment capacity is irrevocably impaired. Conditions that are indicative of a ‘C’ category rating for an issuer include:
• The issuer has entered into a grace or cure period following
non-payment of a material financial obligation;
• The issuer had entered into a temporary negotiated waiver
or standstill agreement following a payment default on a material financial obligation;
• The formal announcement by the issuer or their agent of
distressed debt exchange;
• A closed financing vehicle where payment capacity is irrevocably
impaired such that it is not expected to pay interest and/or principal in full during the life of the transaction, but where no
payment default is imminent.
RD:
Restricted Default. ‘RD’ ratings indicate an issuer that in Fitch’s opinion has experienced:
• An unsecured payment default or distressed debt exchange
on a bond, loan or other material financial obligation, but
• Has not entered into bankruptcy filings, administration,
receivership, liquidation, or other formal winding-up procedure, and
• Has not otherwise ceased operating.
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This would include:
• The selective payment default on specific class or currency
of debt;
• The uncured expiry of any applicable grace period, cure
period or default forbearance period following a payment default on a bank loan, capital markets security or other material financial
obligation;
• The extension of multiple waivers of forbearance periods
upon a payment default on one or more material financial obligations, either in series or in parallel; ordinary execution of a
distressed debt exchange on one or more material financial obligations.
D:
Default. ‘D’ ratings indicate an issuer that in Fitch’s opinion has entered into bankruptcy filings,
administration, receivership, liquidation or other formal winding-up procedure or that has otherwise ceased business.
• Default ratings are not assigned prospectively to entities
or their obligations; within this context, non-payment on an instrument that contains a deferral feature or grace period will generally
not be considered a default until after the expiration of the deferral or grace period, unless a default is otherwise driven by
bankruptcy or other similar circumstance, or by a distressed debt exchange.
• In all cases, the assignment of default rating reflects
the agency’s opinion as to the most appropriate rating category consistent with the rest of its universe of ratings and may
differ from the definition of default under the terms of an issuer’s financial obligations or local commercial practice.
Notes to Long-Term ratings:
The modifiers “+” or “-” may be appended
to a rating to denote relative status within major rating categories. Such suffixes are not added to the ‘AAA’ Long-Term
IDR category, or to Long-Term IDR categories below ‘B’.
Short-Term Credit Ratings Assigned to Issuers and Obligations
A short-term issuer or obligation rating is based in all cases
on the short-term vulnerability to default of the rated entity and relates to the capacity to meet financial obligations in accordance
with the documentation governing the relevant obligation. Short-Term Ratings are assigned to obligations whose initial maturity
is viewed as "short term" based on market convention. Typically, this means up to 13 months for corporate, sovereign,
and structured obligations, and up to 36 months for obligations in U.S. public finance markets.
F1:
Highest short-term credit quality. Indicates the strongest intrinsic capacity for timely payment of financial
commitments; may have an added "+" to denote any exceptionally strong credit feature.
F2:
Good short-term credit quality. Good intrinsic capacity for timely payment of financial commitments.
F3:
Fair short-term credit quality. The intrinsic capacity for timely payment of financial commitments is adequate.
B:
Speculative short-term credit quality. Minimal capacity for timely payment of financial commitments, plus heightened
vulnerability to near term adverse changes in financial and economic conditions.
C:
High short-term default risk. Default is a real possibility.
RD:
Restricted default. Indicates an entity that has defaulted on one or more of its financial commitments, although it
continues to meet other financial obligations. Typically applicable to entity ratings only.
D:
Indicates a broad-based default event for an entity, or the default of a short-term obligation.
DESCRIPTION OF INSURANCE FINANCIAL STRENGTH RATINGS
Moody’s Investors Service, Inc. Insurance Financial
Strength Ratings
Moody’s Insurance Financial Strength Ratings are opinions
of the ability of insurance companies to repay punctually senior policyholder claims and obligations and also reflect the expected
financial loss suffered in the event of default.
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S&P Insurer Financial Strength Ratings
An S&P insurer financial strength rating is a forward-looking
opinion about the financial security characteristics of an insurance organization with respect to its ability to pay under its
insurance policies and contracts in accordance with their terms. Insurer financial strength ratings are also assigned to health
maintenance organizations and similar health plans with respect to their ability to pay under their policies and contracts in accordance
with their terms.
This opinion is not specific to any particular policy or contract,
nor does it address the suitability of a particular policy or contract for a specific purpose or purchaser. Furthermore, the opinion
does not take into account deductibles, surrender or cancellation penalties, timeliness of payment, nor the likelihood of the use
of a defense such as fraud to deny claims.
Insurer financial strength ratings do not refer to an organization's
ability to meet nonpolicy (i.e., debt) obligations. Assignment of ratings to debt issued by insurers or to debt issues that are
fully or partially supported by insurance policies, contracts, or guarantees is a separate process from the determination of insurer
financial strength ratings, and it follows procedures consistent with those used to assign an issue credit rating. An insurer financial
strength rating is not a recommendation to purchase or discontinue any policy or contract issued by an insurer.
Long-Term Insurer Financial Strength Ratings
Category Definition
AAA
An insurer rated 'AAA' has extremely strong financial security
characteristics. 'AAA' is the highest insurer financial strength rating assigned by S&P.
AA
An insurer rated 'AA' has very strong financial security characteristics,
differing only slightly from those rated higher.
A
An insurer rated 'A' has strong financial security characteristics,
but is somewhat more likely to be affected by adverse business conditions than are insurers with higher ratings.
BBB
An insurer rated 'BBB' has good financial security characteristics,
but is more likely to be affected by adverse business conditions than are higher-rated insurers.
BB, B, CCC and CC
An insurer rated 'BB' or lower is regarded as having vulnerable
characteristics that may outweigh its strengths. 'BB' indicates the least degree of vulnerability within the range and 'CC' the
highest.
BB
An insurer rated 'BB' has marginal financial security characteristics.
Positive attributes exist, but adverse business conditions could lead to insufficient ability to meet financial commitments.
B
An insurer rated 'B' has weak financial security characteristics.
Adverse business conditions will likely impair its ability to meet financial commitments.
CCC
An insurer rated 'CCC' has very weak financial security characteristics,
and is dependent on favorable business conditions to meet financial commitments.
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CC
An insurer rated 'CC' has extremely weak financial security
characteristics and is likely not to meet some of its financial commitments.
SD or D
An insurer rated 'SD' (selective default) or 'D' is in default
on one or more of its insurance policy obligations. The 'D' rating also will be used upon the filing of a bankruptcy petition or
the taking of similar action if payments on a policy obligation are at risk. A 'D' rating is assigned when S&P believes that
the default will be a general default and that the obligor will fail to pay substantially all of its obligations in full in accordance
with the policy terms. An 'SD' rating is assigned when S&P believes that the insurer has selectively defaulted on a specific
class of policies but it will continue to meet its payment obligations on other classes of obligations. A selective default includes
the completion of a distressed exchange offer. Claim denials due to lack of coverage or other legally permitted defenses are not
considered defaults.
NR: Indicates that
a rating has not been assigned or is no longer assigned.
Plus
(+) or Minus (-): The ratings from ‘AA’ to’ CCC’ may be modified by the addition of a plus (+)
or minus (-) sign to show relative standing within the major rating categories.
Fitch Insurer Financial Strength Rating
The Insurer Financial Strength (IFS) Rating provides an assessment
of the financial strength of an insurance organization. The IFS Rating is assigned to the insurance company's policyholder obligations,
including assumed reinsurance obligations and contract holder obligations, such as guaranteed investment contracts. The IFS Rating
reflects both the ability of the insurer to meet these obligations on a timely basis, and expected recoveries received by claimants
in the event the insurer stops making payments or payments are interrupted, due to either the failure of the insurer or some form
of regulatory intervention. In the context of the IFS Rating, the timeliness of payments is considered relative to both contract
and/or policy terms but also recognizes the possibility of reasonable delays caused by circumstances common to the insurance industry,
including claims reviews, fraud investigations and coverage disputes.
The IFS Rating does not encompass policyholder obligations residing
in separate accounts, unit-linked products or segregated funds, for which the policyholder bears investment or other risks. However,
any guarantees provided to the policyholder with respect to such obligations are included in the IFS Rating.
Expected recoveries are based on the agency's assessments
of the sufficiency of an insurance company's assets to fund policyholder obligations, in a scenario in which payments have ceased
or been interrupted. Accordingly, expected recoveries exclude the impact of recoveries obtained from any government sponsored guaranty
or policyholder protection funds. Expected recoveries also exclude the impact of collateralization or security, such as letters
of credit or trusteed assets, supporting select reinsurance obligations.
IFS Ratings can be assigned to insurance and reinsurance companies
in any insurance sector, including the life & annuity, non-life, property/casualty, health, mortgage, financial guaranty, residual
value and title insurance sectors, as well as to managed care companies such as health maintenance organizations.
The IFS Rating uses the same symbols used by the agency for its
International and National credit ratings of long-term or short-term debt issues. However, the definitions associated with the
ratings reflect the unique aspects of the IFS Rating within an insurance industry context.
Obligations for which a payment interruption has occurred
due to either the insolvency or failure of the insurer or some form of regulatory intervention will generally be rated between
'B' and 'C' on the Long-Term IFS Rating scales (both International and National). International Short-Term IFS Ratings assigned
under the same circumstances will align with the insurer's International Long-Term IFS Ratings.
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APPENDIX B
Eaton Vance Funds
Proxy Voting Policy and Procedures
I. Overview
The Boards of Trustees (the “Board”) of the Eaton
Vance Funds1 have determined that
it is in the interests of the Funds’ shareholders to adopt these written proxy voting policy and procedures (the “Policy”).
For purposes of this Policy:
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“Fund” means each registered investment company sponsored by the Eaton Vance organization; and
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“Adviser” means the adviser or sub-adviser responsible for the day-to-day management of all or a portion of the
Fund’s assets.
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II. Delegation of Proxy Voting Responsibilities
The Board hereby delegates to the Adviser responsibility for
voting the Fund’s proxies as described in this Policy. In this connection, the Adviser is required to provide the Board with
a copy of its proxy voting policies and procedures (“Adviser Procedures”) and all Fund proxies will be voted in accordance
with the Adviser Procedures, provided that in the event a material conflict of interest arises with respect to a proxy to be voted
for the Fund (as described in Section IV below) the Adviser shall follow the process for voting such proxy as described in Section
IV below.
The Adviser is required to report any material change to the
Adviser Procedures to the Board in the manner set forth in Section V below. In addition, the Board will review the Adviser Procedures
annually.
III. Delegation of Proxy Voting Disclosure
Responsibilities
Pursuant to Rule 30b1-4 promulgated under the Investment Company
Act of 1940, as amended (the “1940 Act”), the Fund is required to file Form N-PX no later than August 31st of each
year. On Form N-PX, the Fund is required to disclose, among other things, information concerning proxies relating to the Fund’s
portfolio investments, whether or not the Fund (or its Adviser) voted the proxies relating to securities held by the Fund and how
it voted on the matter and whether it voted for or against management.
To facilitate the filing of Form N-PX for the Fund:
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The Adviser is required to record, compile and transmit in a timely manner all data required to be filed on Form N-PX for the
Fund that it manages. Such data shall be transmitted to Eaton Vance Management, which acts as administrator to the Fund (the “Administrator”)
or the third party service provider designated by the Administrator; and
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the Administrator is required to file Form N-PX on behalf of the Fund with the Securities and Exchange Commission (“Commission”)
as required by the 1940 Act. The Administrator may delegate the filing to a third party service party provided each such filing
is reviewed and approved by the Administrator.
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IV. Conflicts of Interest
The Board expects the Adviser, as a fiduciary to the Fund it
manages, to put the interests of the Fund and its shareholders above those of the Adviser. When required to vote a proxy for the
Fund, the Adviser may have material business relationships with the issuer soliciting the proxy that could give rise to a potential
material conflict of interest for the Adviser.2
In the event such a material conflict of interest arises, the Adviser, to the extent it is aware or reasonably should have been
aware of the material conflict, will refrain from voting any proxies related to companies giving rise to such material conflict
until it notifies and consults with the appropriate Board, or any committee, sub-committee or group of Independent Trustees identified
by the Board (as long as such committee, sub-committee or group contains at least two or more Independent Trustees) (the “Board
Members”), concerning the material conflict.3
For ease of communicating with the Board Members, the Adviser is required to provide the foregoing notice to the Fund’s Chief
Legal Officer who will then notify and facilitate a consultation with the Board Members.
Once the Board Members have been notified of the material conflict:
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They shall convene a meeting to review and consider all relevant materials related to the proxies involved. This meeting shall
be convened within 3 business days, provided that it an effort will be made to convene the meeting sooner if the proxy must be
voted in less than 3 business days;
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In considering such proxies, the Adviser shall make available all materials requested by the Board Members and make reasonably
available appropriate personnel to discuss the matter upon request.
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The Board Members will then instruct the Adviser on the appropriate course of action with respect to the proxy at issue.
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If the Board Members are unable to meet and the failure to vote
a proxy would have a material adverse impact on the Fund(s) involved, the Adviser will have the right to vote such proxy, provided
that it discloses the existence of the material conflict to the Chairperson of the Board as soon as practicable and to the Board
at its next meeting. Any determination regarding the voting of proxies of the Fund that is made by the Board Members shall be deemed
to be a good faith determination regarding the voting of proxies by the full Board.
V. Reports and Review
The Administrator shall make copies of each Form N-PX filed on
behalf of the Fund available for the Boards’ review upon the Boards’ request. The Administrator (with input from the
Adviser for the Fund) shall also provide any reports reasonably requested by the Board regarding the proxy voting records of the
Fund.
The Adviser shall report any material changes to the Adviser
Procedures to the Board as soon as practicable and the Boards will review the Adviser Procedures annually.
The Adviser also shall report any material changes to the Adviser
Procedures to the Fund Chief Legal Officer prior to implementing such changes in order to enable the Administrator to effectively
coordinate the Fund’s disclosure relating to the Adviser Procedures.
To the extent requested by the Commission, the Policy and the
Adviser Procedures shall be appended to the Fund’s statement of additional information included in its registration statement.
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The Eaton Vance Funds may be organized as trusts or corporations. For ease of reference, the Funds may be referred to herein
as Trusts and the Funds’ Board of Trustees or Board of Directors may be referred to collectively herein as the Board.
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An Adviser is expected to maintain a process for identifying a potential material conflict of interest. As an example only,
such potential conflicts may arise when the issuer is a client of the Adviser and generates a significant amount of fees to the
Adviser or the issuer is a distributor of the Adviser’s products.
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If a material conflict of interest exists with respect to a particular proxy and the proxy voting procedures of the relevant
Adviser require that proxies are to be voted in accordance with the recommendation of a third party proxy voting vendor, the requirements
of this Section IV shall only apply if the Adviser intends to vote such proxy in a manner inconsistent with such third party recommendation.
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APPENDIX C
EATON VANCE MANAGEMENT
BOSTON MANAGEMENT AND RESEARCH
EATON VANCE WATEROAK ADVISORS
EATON VANCE MANAGEMENT (INTERNATIONAL)
LIMITED
EATON VANCE GLOBAL ADVISORS LIMITED
EATON VANCE ADVISERS INTERNATIONAL LTD.
PROXY VOTING POLICIES AND PROCEDURES
I. Introduction
Eaton Vance Management, Boston Management and Research,
Eaton Vance WaterOak Advisers, Eaton Vance Management (International) Limited, Eaton Vance Global Advisors Limited and Eaton
Vance Advisers International Ltd. (each an “Adviser” and collectively the
“Advisers”) have each adopted and implemented policies and procedures that each Adviser believes are reasonably
designed to ensure that proxies are voted in the best interest of clients, in accordance with its fiduciary duties and, to
the extent applicable, Rule 206(4)-6 under the Investment Advisers Act of 1940, as amended. The Advisers’ authority to
vote the proxies of their clients is established by their advisory contracts or similar documentation. These proxy policies
and procedures are intended to reflect current requirements applicable to investment advisers registered with the U.S.
Securities and Exchange Commission (“SEC”). These procedures may change from time to time.
II. Overview
Each Adviser manages its clients’ assets with the overriding
goal of seeking to provide the greatest possible return to such clients consistent with governing laws and the investment policies
of each client. In pursuing that goal, each Adviser seeks to exercise its clients’ rights as shareholders of voting securities
to support sound corporate governance of the companies issuing those securities with the principle aim of maintaining or enhancing
the companies’ economic value.
The exercise of shareholder rights is generally done by casting
votes by proxy at shareholder meetings on matters submitted to shareholders for approval (for example, the election of directors
or the approval of a company’s stock option plans for directors, officers or employees). Each Adviser has established guidelines
(“Guidelines”) as described below and generally will utilize such Guidelines in voting proxies on behalf of its clients.
The Guidelines are largely based on those developed by the Agent (defined below) but also reflect input from the Global Proxy Group
(defined below) and other Adviser investment professionals and are believed to be consistent with the views of the Adviser on the
various types of proxy proposals. These Guidelines are designed to promote accountability of a company’s management and board
of directors to its shareholders and to align the interests of management with those of shareholders. The Guidelines provide a
framework for analysis and decision making but do not address all potential issues.
Except as noted below, each Adviser will vote any proxies received
by a client for which it has sole investment discretion through a third-party proxy voting service (“Agent”) in accordance
with the Guidelines in a manner that is reasonably designed to eliminate any potential conflicts of interest, as described more
fully below. The Agent is currently Institutional Shareholder Services Inc. Where applicable, proxies will be voted in accordance
with client-specific guidelines or, in the case of an Eaton Vance Fund that is sub-advised, pursuant to the sub-adviser’s
proxy voting policies and procedures. Although an Adviser retains the services of the Agent for research and voting recommendations,
the Adviser remains responsible for proxy voting decisions.
III. Roles and Responsibilities
A. Proxy Administrator
The Proxy Administrator and/or her designee coordinate
the consideration of proxies referred back to the Adviser by the Agent, and otherwise administers these Procedures. In the Proxy
Administrator’s absence, another employee of the Adviser may perform the Proxy Administrator’s responsibilities as
deemed appropriate by the Global Proxy Group. The Proxy Administrator also may designate another employee to perform certain of
the Proxy Administrator’s duties hereunder, subject to the oversight of the Proxy Administrator.
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B. Agent
The Agent is responsible for coordinating with the
clients’ custodians and the Advisers to ensure that all proxy materials received by the custodians relating to the portfolio
securities are processed in a timely fashion. Each Adviser shall instruct the custodian for its clients to deliver proxy ballots
and related materials to the Agent. The Agent shall vote and/or refer all proxies in accordance with the Guidelines. The Agent
shall retain a record of all proxy votes handled by the Agent. With respect to each Eaton Vance Fund memorialized therein, such
record must reflect all of the information required to be disclosed in the Fund’s Form N-PX pursuant to Rule 30b1-4 under
the Investment Company Act of 1940, to the extent applicable. In addition, the Agent is responsible for maintaining copies of all
proxy statements received by issuers and to promptly provide such materials to an Adviser upon request.
Subject to the oversight of the Advisers, the Agent
shall establish and maintain adequate internal controls and policies in connection with the provision of proxy voting services
to the Advisers, including methods to reasonably ensure that its analysis and recommendations are not influenced by a conflict
of interest, and shall disclose such controls and policies to the Advisers when and as provided for herein. Unless otherwise specified,
references herein to recommendations of the Agent shall refer to those in which no conflict of interest has been identified. The
Advisers are responsible for the ongoing oversight of the Agent as contemplated by SEC Staff Legal Bulletin No. 20 (June 30, 2014)
and interpretive guidance issued by the SEC in August 2019 regarding proxy voting responsibilities of investment advisers (Release
Nos. IA-5325 and IC-33605). Such oversight currently may include one or more of the following and may change from time to time:
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periodic review of Agent’s proxy voting platform and reporting capabilities (including recordkeeping);
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periodic review of a sample of ballots for accuracy and correct application of the Guidelines;
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periodic meetings with Agent’s client services team;
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periodic in-person and/or web-based due diligence meetings;
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receipt and review of annual certifications received from the Agent;
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annual review of due diligence materials provided by the Agent, including review of procedures and practices regarding potential
conflicts of interests;
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periodic review of relevant changes to Agent’s business; and/or
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periodic review of the following to the extent not included in due diligence materials provided by the Agent: (i) Agent’s
staffing, personnel and/or technology; (ii) Agent’s process for seeking timely input from issuers (e.g., with respect to
proxy voting policies, methodologies and peer group construction); (iii) Agent’s process for use of third-party information;
(iv) the Agent’s policies and procedures for obtaining current and accurate information relevant to matters in its research
and on which it makes voting recommendations; and (v) Agent’s business continuity program (“BCP”) and any service/operational
issues experienced due to the enacting of Agent’s BCP.
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C. Global Proxy Group
The Adviser shall establish a Global Proxy Group which
is responsible for establishing the Guidelines (described below) and reviewing such Guidelines at least annually. The Global Proxy
Group shall also review recommendations to vote proxies in a manner that is contrary to the Guidelines and when the proxy relates
to a conflicted company of the Adviser or the Agent as described below.
The members of the Global Proxy Group shall include
the Chief Equity Investment Officer of Eaton Vance Management (“EVM”) and selected members of the Equity Departments
of EVM and Eaton Vance Advisers International Ltd. (“EVAIL”) and EVM’s Global Income Department. The Proxy Administrator
is not a voting member of the Global Proxy Group. Members of the Global Proxy Group may be changed from time to time at the Advisers’
discretion. Matters that require the approval of the Global Proxy Group may be acted upon by its member(s) available to consider
the matter.
IV. Proxy Voting
A. The Guidelines
The Global Proxy Group shall establish recommendations
for the manner in which proxy proposals shall be voted (the “Guidelines”). The Guidelines shall identify when ballots
for specific types of proxy proposals shall be voted(1)
or referred to the Adviser. The Guidelines shall address a wide variety of individual topics, including, among other
matters, shareholder voting rights, anti-takeover defenses, board structures, the election of directors, executive and director
compensation, reorganizations, mergers, issues of corporate social responsibility and other proposals affecting shareholder rights.
In determining the Guidelines, the Global Proxy Group considers the recommendations of the Agent as well as input from the Advisers’
portfolio managers and analysts and/or other internally developed or third party research.
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The Global Proxy Group shall review the Guidelines
at least annually and, in connection with proxies to be voted on behalf of the Eaton Vance Funds, the Adviser will submit amendments
to the Guidelines to the Fund Boards each year for approval.
With respect to the types of proxy proposals listed
below, the Guidelines will generally provide as follows:
1. Proposals Regarding Mergers and Corporate
Restructurings/Disposition of Assets/Termination/Liquidation and Mergers
The Agent shall be directed to refer proxy proposals
accompanied by its written analysis and voting recommendation to the Proxy Administrator and/or her designee for all proposals
relating to Mergers and Corporate Restructurings.
2. Corporate Structure Matters/Anti-Takeover
Defenses
As a general matter, the Advisers will normally vote
against anti-takeover measures and other proposals designed to limit the ability of shareholders to act on possible transactions
(except in the case of closed-end management investment companies).
3. Proposals Regarding Proxy Contests
The Agent shall be directed to refer contested proxy
proposals accompanied by its written analysis and voting recommendation to the Proxy Administrator and/or her designee.
4. Social and Environmental Issues
The Advisers will vote social and environmental proposals
on a “case-by-case” basis taking into consideration industry best practices and existing management policies and practices.
Interpretation and application of the Guidelines is
not intended to supersede any law, regulation, binding agreement or other legal requirement to which an issuer or the Adviser may
be or become subject. The Guidelines generally relate to the types of proposals that are most frequently presented in proxy statements
to shareholders. In certain circumstances, an Adviser may determine to vote contrary to the Guidelines subject to the voting procedures
set forth below.
B. Voting Procedures
Except as noted in Section V below, the Proxy Administrator
and/or her designee shall instruct the Agent to vote proxies as follows:
1. Vote in Accordance with Guidelines
If the Guidelines prescribe the manner in which the
proxy is to be voted, the Agent shall vote in accordance with the Guidelines, which for certain types of proposals, are recommendations
of the Agent made on a case-by-case basis.
2. Seek Guidance for a Referred Item or a Proposal
for which there is No Guideline
If (i) the Guidelines state that the proxy shall be
referred to the Adviser to determine the manner in which it should be voted or (ii) a proxy is received for a proposal for which
there is no Guideline, the Proxy Administrator and/or her designee shall consult with the analyst(s) covering the company subject
to the proxy proposal and shall instruct the Agent to vote in accordance with the determination of the analyst. The Proxy Administrator
and/or her designee will maintain a record of all proxy proposals that are referred by the Agent, as well as all applicable recommendations,
analysis and research received and the resolution of the matter. Where more than one analyst covers a particular company and the
recommendations of such analysts for voting a proposal subject to this Section IV.B.2 conflict, the Global Proxy Group shall review
such recommendations and any other available information related to the proposal and determine the manner in which it should be
voted, which may result in different recommendations for clients (including Funds).
3. Votes Contrary to the Guidelines or Where
Agent is Conflicted
In the event an analyst with respect to companies
within his or her coverage area may recommend a vote contrary to the Guidelines, the Proxy Administrator and/or her designee will
provide the Global Proxy Group with the Agent’s recommendation for the proposal along with any other relevant materials,
including a description of the basis for the analyst’s recommendation via email and the Proxy Administrator and/or designee
will then instruct the Agent to vote the proxy in the manner determined by the Global Proxy Group. Should the vote by
the Global Proxy Group concerning one
or more recommendations result in a tie, EVM’s
Chief Equity Investment Officer will determine
the manner in which the proxy will
be voted. The Adviser will provide a report to the Boards of Trustees of the Eaton
Vance Funds reflecting any votes cast on behalf of the Eaton Vance Funds contrary to the Guidelines, and shall do so quarterly. A similar process will be followed if the
Agent has a conflict of interest with respect to a proxy as described in Section VI.B.
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4. Do Not Cast a Vote
It shall generally be the policy of the Advisers
to take no action on a proxy for which no client holds a position or otherwise maintains an economic interest in the relevant security
at the time the vote is to be cast. In addition, the Advisers may determine not to vote (i) if the economic effect on shareholders'
interests or the value of the portfolio holding is indeterminable or insignificant (e.g., proxies in connection with securities
no longer held in the portfolio of a client or proxies being considered on behalf of a client that is no longer in existence);
(ii) if the cost of voting a proxy outweighs the benefits (e.g., certain international proxies, particularly in cases in
which share blocking practices may impose trading restrictions on the relevant portfolio security); or (iii) in markets in which
shareholders' rights are limited; and (iv) the Adviser is unable to access or access timely ballots or other proxy information.
Non-Votes may also result in certain cases in which the Agent's recommendation has been deemed to be conflicted, as provided for
herein.
C. Securities on Loan
When a fund client participates in the lending of
its securities and the securities are on loan at the record date for a shareholder meeting, proxies related to such securities
generally will not be forwarded to the relevant Adviser by the fund’s custodian and therefore will not be voted. In the event
that the Adviser determines that the matters involved would have a material effect on the applicable fund’s investment in
the loaned securities, the Adviser will make reasonable efforts to terminate the loan in time to be able to cast such vote or exercise
such consent. The Adviser shall instruct the fund’s security lending agent to refrain from lending the full position of any
security held by a fund to ensure that the Adviser receives notice of proxy proposals impacting the loaned security.
V. Recordkeeping
The Advisers will maintain records relating to the proxies they
vote on behalf of their clients in accordance with Section 204-2 of the Investment Advisers Act of 1940, as amended. Those records
will include:
|
·
|
A copy of the Advisers’ proxy voting policies and procedures;
|
|
·
|
Proxy statements received regarding client securities. Such proxy statements received from issuers are either in the SEC’s
EDGAR database or are kept by the Agent and are available upon request;
|
|
·
|
A record of each vote cast;
|
|
·
|
A copy of any document created by the Advisers that was material to making a decision on how to vote a proxy for a client or
that memorializes the basis for such a decision; and
|
|
·
|
Each written client request for proxy voting records and the Advisers’ written response to any client request (whether
written or oral) for such records.
|
All records described above will be maintained in an easily accessible
place for five years and will be maintained in the offices of the Advisers or their Agent for two years after they are created.
Notwithstanding anything contained in this Section V, Eaton Vance
Trust Company shall maintain records relating to the proxies it votes on behalf of its clients in accordance with laws and regulations
applicable to it and its activities. In addition, EVAIL shall maintain records relating to the proxies it votes on behalf of its
clients in accordance with UK law.
VI. Assessment of Agent and Identification and Resolution
of Conflicts with Clients
A. Assessment
of Agent
The Advisers shall establish that the Agent (i) is
independent from the Advisers, (ii) has resources that indicate it can competently provide analysis of proxy issues, and (iii)
can make recommendations in an impartial manner and in the best interests of the clients and, where applicable, their beneficial
owners. The Advisers shall utilize, and the Agent shall comply with, such methods for establishing the foregoing as the Advisers
may deem reasonably appropriate and shall do so not less than annually as well as prior to engaging the services of any new proxy
voting service. The Agent shall also notify the Advisers in writing within fifteen (15) calendar days of any material change to
information previously provided to an Adviser in connection with establishing the Agent’s independence, competence or impartiality.
Eaton Vance Tax-Managed Global Diversified Equity Income Fund
|
51
|
SAI dated February 19, 2021
|
B. Conflicts of Interest
As fiduciaries to their clients, each Adviser puts
the interests of its clients ahead of its own. In order to ensure that relevant personnel of the Advisers are able to identify
potential material conflicts of interest, each Adviser will take the following steps:
|
·
|
Quarterly, the Eaton Vance Legal and Compliance Department will seek information from the department heads of each department
of the Advisers and of Eaton Vance Distributors, Inc. (“EVD”) (an affiliate of the Advisers and principal underwriter
of certain Eaton Vance Funds). Each department head will be asked to provide a list of significant clients or prospective clients
of the Advisers or EVD.
|
|
·
|
A representative of the Legal and Compliance Department will compile a list of the companies identified (the “Conflicted
Companies”) and provide that list to the Proxy Administrator.
|
|
·
|
The Proxy Administrator will compare the list of Conflicted Companies with the names of companies for which he or she has been
referred a proxy statement (the “Proxy Companies”). If a Conflicted Company is also a Proxy Company, the Proxy Administrator
will report that fact to the Global Proxy Group.
|
|
·
|
If the Proxy Administrator expects to instruct the Agent to vote the proxy of the Conflicted Company strictly according to
the Guidelines contained in these Proxy Voting Policies and Procedures (the “Policies”) or the recommendation of the
Agent, as applicable, he or she will (i) inform the Global Proxy Group of that fact, (ii) instruct the Agent to vote the proxies
and (iii) record the existence of the material conflict and the resolution of the matter.
|
|
·
|
If the Proxy Administrator intends to instruct the Agent to vote in a manner inconsistent with the Guidelines, the Global Proxy
Group will then determine if a material conflict of interest exists between the relevant Adviser and its clients (in consultation
with the Legal and Compliance Department if needed). If the Global Proxy Group determines that a material conflict exists, prior
to instructing the Agent to vote any proxies relating to these Conflicted Companies the Adviser will seek instruction on how the
proxy should be voted from:
|
|
·
|
The client, in the case of an individual, corporate, institutional or benefit plan client;
|
|
·
|
In the case of a Fund, its board of directors, any committee, sub-committee or group of Independent Trustees (as long as such
committee, sub-committee or group contains at least two or more Independent Trustees); or
|
|
·
|
The adviser, in situations where the Adviser acts as a sub-adviser to such adviser.
|
The Adviser will provide all reasonable assistance to each party
to enable such party to make an informed decision.
If the client, Fund board or adviser, as the case may be, fails
to instruct the Adviser on how to vote the proxy, the Adviser will generally instruct the Agent, through the Proxy Administrator,
to abstain from voting in order to avoid the appearance of impropriety. If however, the failure of the Adviser to vote its clients’
proxies would have a material adverse economic impact on the Advisers’ clients’ securities holdings in the Conflicted
Company, the Adviser may instruct the Agent, through the Proxy Administrator, to vote such proxies in order to protect its clients’
interests. In either case, the Proxy Administrator will record the existence of the material conflict and the resolution of the
matter.
The Advisers shall also identify and address conflicts that may
arise from time to time concerning the Agent. Upon the Advisers’ request, which shall be not less than annually, and within
fifteen (15) calendar days of any material change to such information previously provided to an Adviser, the Agent shall provide
the Advisers with such information as the Advisers deem reasonable and appropriate for use in determining material relationships
of the Agent that may pose a conflict of interest with respect to the Agent’s proxy analysis or recommendations. Such information
shall include, but is not limited to, a monthly report from the Agent detailing the Agent’s Corporate Securities Division
clients and related revenue data. The Advisers shall review such information on a monthly basis. The Proxy Administrator shall
instruct the Agent to refer any proxies for which a material conflict of the Agent is deemed to be present to the Proxy Administrator.
Any such proxy referred by the Agent shall be referred to the Global Proxy Group for consideration accompanied by the Agent’s
written analysis and voting recommendation. The Proxy Administrator will instruct the Agent to vote the proxy as recommended by
the Global Proxy Group.
|
(1)
|
The Guidelines will prescribe how a proposal shall be voted or provide factors to be considered on a case-by-case basis by
the Agent in recommending a vote pursuant to the Guidelines.
|
Eaton Vance Tax-Managed Global Diversified Equity Income Fund
|
52
|
SAI dated February 19, 2021
|
Eaton Vance Tax-Managed Global Diversified
Equity Income Fund
Statement of Additional Information
February 19, 2021
________________
Investment Adviser and Administrator
Eaton Vance Management
Two International Place
Boston, MA 02110
Sub-Adviser
Eaton Vance Advisers International Ltd.
125 Old Broad Street
London, United Kingdom, EC2N 1AR
Custodian
State Street Bank and Trust Company
State Street Financial Center, One Lincoln
Street
Boston, MA 02111
Transfer Agent
American Stock Transfer & Trust Company,
LLC
6201 15th Avenue
Brooklyn, NY 11219
Independent Registered Public Accounting
Firm
Deloitte & Touche LLP
200 Berkeley Street
Boston, MA 02116
Eaton Vance Tax-Managed Global Diversified Equity Income Fund
|
53
|
SAI dated February 19, 2021
|
PART C
OTHER INFORMATION
|
ITEM 25.
|
FINANCIAL STATEMENTS AND EXHIBITS
|
(1) FINANCIAL STATEMENTS:
Included in Part A:
Financial Highlights.
Included in Part B:
Registrant’s Certified Shareholder
Report on Form N-CSR filed December 23, 2020 (Accession No. 0001193125-20-325841) and incorporated herein by reference.
_______________________________
(2) EXHIBITS:
|
(a)
|
(1)
|
|
Agreement and Declaration of Trust dated October 30, 2006 is incorporated herein by reference to the Registrant’s initial Registration Statement on Form N-2 (File Nos. 333-138318 and 811-21973) as to the Registrant’s common shares of beneficial interest (“Common Shares”) filed with the Securities and Exchange Commission on October 31, 2006 (Accession No. 0000898432-06-000889) (“Initial Common Shares Registration Statement”).
|
|
|
(2)
|
|
Amendment to Agreement and Declaration of Trust dated August 11, 2008 filed as Exhibit (a)(2) is incorporated herein by reference to the Registrant’s initial Shelf Registration Statement on Form N-2 (File Nos. 333-229446, 811-21973) as to the Registrant’s common shares of beneficial interest (“Common Shares”) filed with the Securities and Exchange Commission on January 31, 2019 (Accession No. 0000940394-19-000179) (“Initial Common Shares Registration Statement”)..
|
|
(b)
|
|
|
Amended and Restated By-Laws dated August 13, 2020 is incorporated herein by reference to the Registrant’s Form 8-K filed with the Securities and Exchange Commission on August 13, 2020 (Accession No. 0000940394-20-001229).
|
|
(c)
|
|
|
Not applicable.
|
|
(d)
|
|
|
Form of Specimen Certificate for Common Shares of Beneficial Interest incorporated herein by reference to the Pre-Effective Amendment No. 1 to the Registrant’s Initial Common Shares Registration Statement as filed with the Commission on January 19, 2007 (Accession No. 0000950135-07-000249) (“Pre-Effective Amendment No. 1”).
|
|
(e)
|
|
|
Dividend Reinvestment Plan incorporated herein by reference to the Pre-Effective Amendment No. 3 to the Registrant's Initial Common Shares Registration Statement as filed with the Commission on February 21, 2007 (Accession No. 0000950135-07-000974) ("Pre-Effective Amendment No. 3").
|
|
(f)
|
|
|
Not applicable.
|
|
(g)
|
(1)
|
|
Investment Advisory Agreement dated January 16, 2007 incorporated herein by reference to the Registrant's Pre-Effective Amendment No. 1.
|
|
|
(2)
|
|
Fee Reduction Agreement dated April 21, 2008 filed as Exhibit (g)(2) is incorporated herein by reference to the Registrant’s Initial Common Shares Registration Statement.
|
|
|
(3)
|
|
Investment Sub-Advisory Agreement dated November 1, 2017 between Eaton Vance Management and Eaton Vance Advisers International Ltd. filed as Exhibit (g)(3) is incorporated herein by reference to the Registrant’s Initial Common Shares Registration Statement.
|
|
(h)
|
(1)
|
|
Form of Underwriting Agreement incorporated herein by reference to the Registrant's Pre-Effective Amendment No. 3.
|
|
|
(2)
|
|
Form of Master Agreement Among Underwriters incorporated herein by reference to the Registrant's Pre-Effective Amendment No. 1.
|
|
|
(3)
|
|
Form of Distribution Agreement with respect to the Rule 415 shelf offering is incorporated by reference to Pre-Effective Amendment No. 1 to the Registrant’s Shelf Registration Statement filed with the Commission on May 2, 2019 (Accession No. 0000940394-19-000788) (“Form of Distribution Agreement”).
|
|
|
(4)
|
|
Form of Sub-Placement Agent Agreement between Eaton Vance Distributors, Inc. and UBS Securities LLC is incorporated by reference to Pre-Effective Amendment No. 1 to the Registrant’s Shelf Registration Statement filed with the Commission on May 2, 2019 (Accession No. 0000940394-19-000788) (“Form of Sub-Placement Agent Agreement”).
|
|
(i)
|
|
|
The Securities and Exchange Commission has granted the Registrant an exemptive order that permits the Registrant to enter into deferred compensation arrangements with its independent Trustees. See in the matter of Capital Exchange Fund, Inc., Release No. IC- 20671 (November 1, 1994).
|
|
(j)
|
(1)
|
|
Amended and Restated Master Custodian Agreement between Eaton Vance Funds and State Street Bank & Trust Company dated September 1, 2013 filed as Exhibit (g)(1) is incorporated herein by reference to Post-Effective Amendment No. 211 of Eaton Vance Mutual Funds Trust (File Nos. 002-90946, 811-04015) filed September 24, 2013 (Accession No. 0000940394-13-001073).
|
|
|
(2)
|
|
Amended and Restated Services Agreement with State Street Bank & Trust Company dated September 1, 2010 filed as exhibit (g)(2) is incorporated herein by reference to Post-Effective Amendment No. 108 of Eaton Vance Special Investment Trust (File Nos. 02-27962, 811-1545) filed September 27, 2010 (Accession No. 0000940394-10-001000).
|
|
|
(3)
|
|
Amendment Number 1 dated May 16, 2012 to Amended and Restated Services Agreement with State Street Bank & Trust Company dated September 1, 2010 filed as Exhibit (g)(3) is incorporated herein by reference to Post-Effective Amendment No. 39 of Eaton Vance Municipals Trust II (File Nos. 033-71320, 811-08134) filed May 29, 2012 (Accession No. 0000940394-12-000641).
|
|
|
(4)
|
|
Amendment dated September 1, 2013 to Amended and Restated Services Agreement with State Street Bank & Trust Company dated September 1, 2020 filed as Exhibit (g)(4) is incorporated herein by reference to Post-Effective Amendment No. 211 of Eaton Vance Mutual Funds Trust (File Nos. 002-90946, 811-04015) filed September 24, 2013 (Accession No. 0000940394-13-001073).
|
|
|
(5)
|
|
Amendment dated July 18, 2018 and effective June 29, 2018 to Amended and Restated Services Agreement with State Street Bank & Trust Company dated September 1, 2010 filed as Exhibit (g)(5) is incorporated herein by reference to Post-Effective Amendment No. 212 filed July 31, 2018 (Accession No. 0000940394-18-001408).
|
|
(k)
|
(1)
|
|
Transfer Agency and Services Agreement dated February 5, 2007 between American Stock Transfer & Trust Company and each Registered Investment Company listed on Exhibit 1 filed as Exhibit (k)(1) is incorporated herein by reference to Pre-Effective Amendment No. 3 to the initial Registration Statement on Form N-2 of Eaton Vance Tax-Managed Global Diversified Equity Income Fund (File Nos. 333-138318, 811-21973) filed February 21, 2007 (Accession No. 0000950135- 07- 000974).
|
|
|
(2)
|
|
Amendment dated April 21, 2008 to Transfer Agency and Services Agreement dated February 5, 2007 between American Stock Transfer & Trust Company and each Registered Investment Company listed on Exhibit 1 filed as Exhibit (k)(1) is incorporated herein by reference to Pre-Effective Amendment No. 1 to the initial Registration Statement on Form N-2 of Eaton Vance National Municipal Opportunities Trust (File Nos. 333-156948, 811-22269) filed April 21, 2009 (Accession No. 0000950135- 09- 083055).
|
|
|
(3)
|
|
Amendment dated June 13, 2012 to Transfer Agency and Services Agreement dated February 5, 2007 between American Stock Transfer & Trust Company and each Registered Investment Company listed on Exhibit 1 filed as Exhibit (k)(1) is incorporated herein by reference to Pre-Effective Amendment No. 2 to the initial Registration Statement on Form N-2 of Eaton Vance High Income 2021 Target Term Trust (File Nos. 333-209436, 811-23136) filed April 25, 2016 (Accession No. 0000950135-16-552383).
|
|
|
(4)
|
|
Amended and Restated Administrative Services Agreement dated August 6, 2012 filed as Exhibit (k)(2) is incorporated herein by reference to the Registrant’s Initial Common Shares Registration Statement.
|
|
|
(5)
|
|
Organizational and Expense Reimbursement Agreement incorporated herein by reference to the Pre-Effective Amendment No. 3.
|
|
|
(6)
|
|
Form of Structuring Fee Agreement with Wachovia Capital Markets, LLC incorporated herein by reference to the Registrant's Pre-Effective Amendment No. 1.
|
|
|
(7)
|
|
Form of Structuring Fee Agreement with Citigroup Global Markets Inc. incorporated herein by reference to the Registrant's Pre-Effective Amendment No. 1.
|
|
|
(8)
|
|
Form of Structuring Fee Agreement with UBS Securities LLC incorporated herein by reference to the Registrant's Pre-Effective Amendment No. 1.
|
|
|
(9)
|
|
Form of Structuring Fee Agreement with Morgan Stanley & Co. incorporated herein by reference to the Registrant's Pre-Effective Amendment No. 3.
|
|
|
(10)
|
|
Form of Additional Compensation Agreement with Merrill Lynch, Pierce, Fenner & Smith incorporated herein by reference to the Registrant's Pre-Effective Amendment No. 3.
|
|
|
(11)
|
|
Form of Additional Compensation Agreement with qualifying underwriters incorporated herein by reference to the Registrant's Pre-Effective Amendment No. 1.
|
|
(l)
|
|
|
Opinion of Internal Counsel filed herewith.
|
|
(m)
|
|
|
Not applicable.
|
|
(n)
|
|
|
Consent of Independent Registered Public Accounting Firm filed herewith.
|
|
(o)
|
|
|
Not applicable.
|
|
(p)
|
|
|
Letter Agreement with Eaton Vance Management incorporated herein by reference to the Registrant's Pre-Effective Amendment No. 1.
|
|
(q)
|
|
|
Not applicable.
|
|
(r)
|
(1)
|
|
Code of Ethics adopted by the Eaton Vance Funds effective April 8, 2020 filed as Exhibit (p)(1)(a) to Post-Effective Amendment No. 198 of Eaton Vance Special Investment Trust (File Nos. 002-27962, 811-01545) filed April 27, 2020 (Accession No. 0000940394-20-000815) and incorporated herein by reference.
|
|
|
(2)
|
|
Code of Ethics adopted by the Eaton Vance Entities effective January 1, 2020 filed as Exhibit (p)(1)(b) to Post-Effective Amendment No. 192 of Eaton Vance Special Investment Trust (File Nos. 002-27962, 811-01545) filed January 9, 2020 (Accession No. 0000940394-20-000020) and incorporated herein by reference.
|
|
(s)
|
(1)
|
|
Secretary’s Certificate dated January 20, 2021 filed as Exhibit (s)(2) to Post-Effective Amendment No. 3 of Eaton Vance Enhanced Equity Income Fund (File No. 333-229447, 811-21614) filed January 21, 2021 (Accession No. 0000940394-20-000071) and incorporated herein by reference.
|
|
|
(2)
|
|
Power of Attorney dated November 1, 2020 filed herewith.
|
|
ITEM 26.
|
MARKETING ARRANGEMENTS
|
See Form of Distribution Agreement with respect to the
Rule 415 shelf offering.
See Form of Sub-Placement Agent Agreement between Eaton Vance
Distributors, Inc. and UBS Securities LLC.
|
ITEM 27.
|
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
|
The approximate expenses in connection with the offering are
as follows:
Registration and Filing Fees
|
$ 45,590
|
FINRA Fees
|
$ 56,923
|
New York Stock Exchange Fees
|
$ 159,003
|
Costs of Printing and Engraving
|
$ 0
|
Accounting Fees and Expenses
|
$ 2,050
|
Legal Fees and Expenses
|
$ 2,000
|
Total
|
$ 265,566
|
* The Adviser will pay expenses of the offering (other than the applicable commissions).
|
|
ITEM 28.
|
PERSONS CONTROLLED BY OR UNDER COMMON CONTROL
|
None.
|
ITEM 29.
|
NUMBER OF HOLDERS OF SECURITIES
|
Set forth below is the number of record holders as of
December 31, 2020, of each class of securities of the Registrant:
Title of Class
|
|
Number of Record Holders
|
Common Shares of Beneficial interest, par value $0.01 per share
|
|
120,243
|
The Registrant's Amended and Restated By-Laws and the Form of
Distribution Agreement contain provisions limiting the liability, and providing for indemnification, of the Trustees and officers
under certain circumstances.
Registrant's Trustees and officers are insured under a standard
investment company errors and omissions insurance policy covering loss incurred by reason of negligent errors and omissions committed
in their official capacities as such. Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended
(the “Securities Act”), may be permitted to directors, officers and controlling persons of the Registrant pursuant
to the provisions described in this Item 30, or otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant
will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will
be governed by the final adjudication of such issue.
|
ITEM 31.
|
BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER
|
Reference is made to: (i) the information set forth under the
caption “Investment advisory and other services” in the Statement of Additional Information; (ii) the Eaton Vance Corp.
10-K filed under the Securities Exchange Act of 1934 (File No. 001-8100); and (iii) the Form ADV of Eaton Vance Management (File
No. 801-15930) and Eaton Vance Advisers International Ltd. (File No. 801-111772) filed with
the Commission, all of which are incorporated herein by reference.
|
ITEM 32.
|
LOCATION OF ACCOUNTS AND RECORDS
|
All applicable accounts, books and documents required to be
maintained by the Registrant by Section 31(a) of the Investment Company Act of 1940 and the Rules promulgated thereunder are in
the possession and custody of the Registrant's custodian, State Street Bank and Trust Company, State Street Financial Center, One
Lincoln Street, Boston, MA 02111, and its transfer agent, American Stock Transfer & Trust Company, LLC, 6201 15th
Avenue, Brooklyn, NY 11219, with the exception of certain corporate documents and portfolio trading documents which are in the
possession and custody of Eaton Vance Management, Two International Place, Boston, MA 02110. Registrant is informed that all applicable
accounts, books and documents required to be maintained by registered investment advisers are in the custody and possession of
Eaton Vance Management, located at Two International Place, Boston, MA 02110 and Eaton Vance Advisers International Ltd. located
at 125 Old Broad Street, London, EC2N 1AR.
|
ITEM 33.
|
MANAGEMENT SERVICES
|
Not applicable.
1. The
Registrant undertakes to suspend the offering of Common Shares until the prospectus is amended if (1) subsequent to the effective
date of this Registration Statement, the net asset value declines more than 10 percent from its net asset value as of the effective
date of this Registration Statement or (2) the net asset value increases to an amount greater than its net proceeds as stated in
the prospectus.
2. Not
applicable.
3. The
Registrant undertakes to
(a) file,
during any period in which offers or sales are being made, a post-effective amendment to the registration statement:
(1) to
include any prospectus required by Section 10(a)(3) of the Securities Act;
(2) to
reflect in the prospectus any facts or events after the effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth
in the “Calculation of Registration Fee” table in the effective registration statement;
(3) to
include any material information with respect to the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement.
(b) that,
for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the offering of those securities at that time shall
be deemed to be the initial bona fide offering thereof;
(c) to
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the
termination of the offering;
(d) that,
for the purpose of determining liability under the Securities Act to any purchaser:
(1) if the Registrant is relying
on Rule 430B [17 CFR 230.430B]:
(A) Each prospectus filed by
the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus
was deemed part of and included in the registration statement; and
(B) Each prospectus required
to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating
to an offering made pursuant to Rule 415(a)(1)(i), (x), or (xi) for the purpose of providing the information required by Section
10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date
such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering
described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date
an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in
the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus
that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration
statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior
to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part
of the registration statement or made in any such document immediately prior to such effective date; or
(2) if the Registrant is subject
to Rule 430C [17 CFR 230.430C]: each prospectus filed pursuant to Rule 424(b) under the Securities Act as part of a registration
statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in
reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used
after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration
statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus
that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede
or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or
made in any such document immediately prior to such date of first use.
(e) that
for the purpose of determining liability of the Registrant under the Securities Act to any purchaser in the initial distribution
of securities: The undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant
to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities
are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller
to the purchaser and will be considered to offer or sell such securities to the purchaser:
(1) any
preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule
424 under the Securities Act;
(2) free
writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the
undersigned Registrants;
(3) the
portion of any other free writing prospectus or advertisement pursuant to Rule 482 under the Securities Act relating to the offering
containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned
Registrant; and
(4) any
other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.
4. The
Registrant undertakes that:
(a) for
the purpose of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as
part of this Registration Statement in reliance upon Rule 430A and contained in the form of prospectus filed by the Registrant
under the Securities Act shall be deemed to be part of the Registration Statement as of the time it was declared effective; and
(b) for
the purpose of determining any liability under the Securities Act, each post- effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
5. Not
applicable.
6. Not
applicable.
7. The
Registrant undertakes to send by first class mail or other means designed to ensure equally prompt delivery, within two business
days of receipt of an oral or written request, its Statement of Additional Information.
NOTICE
A copy of the Agreement and Declaration of Trust
of Eaton Vance Tax-Managed Global Diversified Equity Income Fund is on file with the Secretary of State of The Commonwealth of
Massachusetts and notice is hereby given that this instrument is executed on behalf of the Registrant by an officer of the Registrant
as an officer and not individually and that the obligations of or arising out of this instrument are not binding upon any of the
Trustees, officers or shareholders individually, but are binding only upon the assets and property of the Registrant.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
as amended and the Investment Company Act of 1940, as amended the Registrant has duly caused this Amendment to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Boston and the Commonwealth of
Massachusetts, on the 19th day of February 2021.
|
EATON VANCE TAX-MANAGED GLOBAL
DIVERSIFIED EQUITY INCOME FUND
|
|
|
|
By:
|
Edward J. Perkin*
|
|
|
Edward J. Perkin, President
|
Pursuant to the requirements of the Securities Act of 1933, as
amended this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature
|
Title
|
|
|
Edward J. Perkin*
|
President (Chief Executive Officer)
|
Edward J. Perkin
|
|
|
|
James F. Kirchner*
|
Treasurer (Principal Financial and Accounting Officer)
|
James F. Kirchner
|
|
|
|
Signature
|
Title
|
Signature
|
Title
|
|
|
|
|
Thomas E. Faust Jr.*
|
Trustee
|
Helen Frame Peters*
|
Trustee
|
Thomas E. Faust Jr.
|
|
Helen Frame Peters
|
|
|
|
|
|
Mark R. Fetting*
|
Trustee
|
Keith Quinton*
|
Trustee
|
Mark R. Fetting
|
|
Keith Quinton
|
|
|
|
|
|
Cynthia E. Frost*
|
Trustee
|
Marcus L. Smith*
|
Trustee
|
Cynthia E. Frost
|
|
Marcus L. Smith
|
|
|
|
|
|
George J. Gorman*
|
Trustee
|
Susan J. Sutherland*
|
Trustee
|
George J. Gorman
|
|
Susan J. Sutherland
|
|
|
|
|
|
Valerie A. Mosley*
|
Trustee
|
Scott E. Wennerholm*
|
Trustee
|
Valerie A. Mosley
|
|
Scott E. Wennerholm
|
|
|
|
|
|
William H. Park*
|
Trustee
|
|
|
William H. Park
|
|
|
|
|
|
|
|
*By:
|
/s/ Maureen A. Gemma
|
|
|
Maureen A. Gemma (As attorney-in-fact)
|
|
|
|
|
|
|
INDEX TO EXHIBITS
|
(l)
|
|
|
Opinion of Internal Counsel
|
|
(n)
|
|
|
Consent of Independent Registered Public Accounting Firm
|
|
(s)
|
(2)
|
|
Power of Attorney
|
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