Proxy Statement
Two
Dear Shareholder:
You are cordially invited to attend the Annual Meeting of Shareholders (the "Annual Meeting") of your Fund(s), which will be held at the principal office of each Fund,
At this Annual Meeting, you will be asked to consider the election of Trustees of your Fund(s). The enclosed proxy statement contains additional information.
We hope that you will be able to attend the Annual Meeting. Whether or not you plan to attend and regardless of the number of shares you own, it is important that your shares be represented. We urge you to complete, sign and date the enclosed proxy card and retuit in the enclosed postage-paid envelope as soon as possible to assure that your shares are represented at the Annual Meeting.
Sincerely, |
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President |
President |
Eaton Vance Short Duration |
Eaton Vance Tax-Advantaged |
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YOUR VOTE IS IMPORTANT - PLEASE RETURN YOUR PROXY CARD PROMPTLY.
It is important that your shares be represented at the Annual Meeting. Whether or not you plan to attend, you are requested to complete, date, sign and retuthe applicable enclosed proxy card as soon as possible. You may withdraw your proxy if you attend the Annual Meeting and desire to vote at the Annual Meeting.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be Held on
The Annual Meeting of Shareholders of each of the above registered investment companies, each a
- To elect Trustees of each Fund as outlined below:
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- For
Eaton Vance Short Duration Diversified Income Fund , three Class I Trustees,Cynthia E. Frost ,Anchal Pachnanda andScott E. Wennerholm , to be elected by shareholders of the Fund; and - For Eaton Vance
Tax-Advantaged Global Dividend Opportunities Fund , three Class II Trustees,Alan C. Bowser ,Mark R. Fetting andKeith Quinton , to be elected by shareholders of the Fund.
- For
- To consider and act upon any other matters that may properly come before the meeting and any adjourned or postponed session thereof.
Although each Fund is holding a separate meeting, the meetings will be held concurrently. Shareholders of each Fund will vote separately. Any such vote FOR or AGAINST a proposal will also authorize the persons named as proxies to vote accordingly FOR or AGAINST any such adjournment of the Annual Meeting of Shareholders.
By Order of the Boards of Trustees of the Funds
Secretary
IMPORTANT
Shareholders can help the
Two
PROXY STATEMENT
This proxy statement is furnished in connection with the solicitation of proxies by the
No. of Common Shares |
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Outstanding on |
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Fund |
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13,442,697 |
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16,388,138 |
To the knowledge of each Fund, based on filings made on Schedules 13D and 13G pursuant to Sections 13(d) and 13(g) of the Securities Exchange Act of 1934, as amended, one or more shareholders of a Fund owns 5% or more of the Fund's Common Shares as of
Shareholders as of the close of business on the record date of
If you are a record holder of Fund shares and plan to attend the Annual Meeting, you must show a valid photo identification (such as a driver's license) to gain admission to the Annual Meeting. Please call 1-800-262-1122 for information on how to obtain directions to be able to attend and vote at the Annual Meeting.
If you hold Fund shares through an intermediary and plan to attend and vote at the Annual Meeting, you will be required to show a valid photo identification and your authority to vote your shares (referred to as a "legal proxy") to gain admission to the Annual Meeting. As described above, you must contact your intermediary to obtain a legal proxy for your shares.
The Board knows of no business other than that mentioned in Proposal 1 of the Notice of Annual Meeting of Shareholders that will be presented for consideration. If any other matters are properly presented, it is the intention of the persons named as proxies to vote on such matters in accordance with their judgment.
1 |
Proxy Statement dated |
PROPOSAL 1. ELECTION OF TRUSTEES
Proxies will be voted for the election of the following nominees:
- For
Short Duration Fund , three Class I Trustees,Cynthia E. Frost ,Anchal Pachnanda andScott E. Wennerholm , to be elected by shareholders of the Fund; and - For
Tax-Advantaged Fund , three Class II Trustees,Alan C. Bowser ,Mark R. Fetting andKeith Quinton , to be elected by shareholders of the Fund.
Each nominee is currently serving as a Trustee of his or her respective Fund and has consented to continue to so serve. In the event that a nominee is unable to serve for any reason (which is not now expected) when the election occurs, the accompanying proxy will be voted for such other person or persons as the
Each nominee shall be elected by the affirmative vote of a plurality of the shares of the Fund entitled to vote. Proxies cannot be voted for a greater number of persons than the number of nominees named. No nominee is a party adverse to his or her respective Fund or any of its affiliates in any material pending legal proceeding, nor does any nominee have an interest materially adverse to such Fund.
The following table presents certain information regarding the current Trustees of each Fund, including the principal occupations of each such person for at least the last five years. References below to "EVG" are to
Trustee Since(1) |
Principal Occupation(s) During Past Five Years |
Other Directorships Held |
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Fund Position(s) |
Current Term Expiring |
and Other Relevant Experience |
During Last Five Years |
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Interested Trustee |
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Trustee |
2023 |
ETO: Class III Trustee |
Co-Head of Strategy of |
None |
1980 |
until 2025. EVG: Class I |
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Trustee until 2024. |
Strategy of MSIM (2017-2019). |
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interested person because of her position with MSIM, which is |
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an affiliate of the Fund. |
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Noninterested Trustees |
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Trustee |
2023 |
ETO: Class II Trustee until |
Private investor. Formerly, Chief Diversity Officer, Partner and |
1962 |
2024. EVG: Class II |
a member of the Operating Committee, and formerly served as |
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Trustee until 2025. |
Senior Advisor on Diversity and Inclusion for the firm's chief |
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executive officer, Co-Head of the |
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Client Advisor of |
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management firm (2011-2023). |
Independent Director of
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Trustee |
2016 |
ETO: Class II Trustee until |
Private investor. Formerly held various positions at Legg |
None |
1954 |
2024. EVG: Class III |
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Trustee until 2026. |
including President, Chief Executive Officer, Director and |
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Chairman (2008-2012), Senior Executive Vice President |
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(2004-2008) and Executive Vice President (2001-2004). |
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Formerly, President of |
(2001-2008). Formerly, Division President and Senior Officer of
2 |
Proxy Statement dated |
Trustee Since(1) |
Principal Occupation(s) During Past Five Years |
Other Directorships Held |
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Fund Position(s) |
Current Term Expiring |
and Other Relevant Experience |
During Last Five Years |
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Trustee |
2014 |
ETO: Class I Trustee until |
Private investor. Formerly, Chief Investment Officer of Brown |
None |
1961 |
2026. EVG: Class I |
University (university endowment) (2000-2012). Formerly, |
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Trustee until 2024. |
Portfolio Strategist for |
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endowment manager) (1995-2000). Formerly, Managing |
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Director, |
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company) (1989-1995). Formerly, Consultant, Bain and |
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Company (management consulting firm) (1987-1989). |
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Formerly, Senior Equity Analyst, |
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Company (1983-1985). |
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Chairperson of |
2021 (Chairperson) and |
ETO: Class III Trustee |
Principal at |
1952 |
the Board and |
2014 (Trustee) |
until 2025. EVG: Class II |
Senior Partner at |
Trustee |
Trustee until 2025. |
accounting firm) (1974-2009). |
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Trustee |
2014 |
ETO: Class I Trustee until |
Chairwoman and Chief Executive Officer of |
1960 |
2026. EVG: Class III |
consulting and investment firm). Founder of Upward Wealth, |
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Trustee until 2026. |
Inc., dba BrightUp, a fintech platform. Formerly, Partner and |
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Senior Vice President, Portfolio Manager and Investment |
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Strategist at |
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(investment management firm) (1992-2012). Formerly, Chief |
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Investment Officer, PG Corbin Asset Management |
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(1990-1992). Formerly worked in institutional corporate bond |
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sales at Kidder Peabody (1986-1990). |
None
Director of
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Trustee |
2018 |
ETO: Class II Trustee until |
Private investor, researcher and lecturer. Formerly, |
Formerly, Director (2016-2021) |
1958 |
2024. EVG: Class II |
Independent Investment Committee Member at New |
and Chairman (2019-2021) of |
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Trustee until 2025. |
Hampshire Retirement System (2017-2021). Formerly, |
New Hampshire Municipal Bond |
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Portfolio Manager and Senior Quantitative Analyst at Fidelity |
Bank. |
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Investments (investment management firm) (2001-2014). |
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Trustee |
2018 |
ETO: Class III Trustee |
Private investor and independent corporate director. Formerly, |
1966 |
until 2025. EVG: Class III |
Chief Investment Officer, |
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Trustee until 2026. |
Investment Officer, |
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Research (2004-2010) and portfolio manager (2001-2017) at |
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Trustee |
2015 |
ETO: Class III Trustee |
Private investor. Director of |
1957 |
until 2025. EVG: Class II |
of its subsidiaries (insurance and reinsurance) (since 2017). |
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Trustee until 2025. |
Formerly, Director of |
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(2015-2018) and |
reinsurance) (2013-2015). Formerly, Associate, Counsel and Partner at
Director of
Formerly, Director of
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Trustee |
2016 |
ETO: Class I Trustee until |
Private investor. Formerly, Trustee at |
None |
1959 |
2026. EVG: Class I |
(postsecondary institution) (2012-2018). Formerly, |
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Trustee until 2024. |
Consultant at |
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(2016-2017). Formerly, Chief Operating Officer and Executive |
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Vice President at BNY Mellon Asset Management (investment |
management firm) (2005-2011). Formerly, Chief Operating Officer and Chief Financial Officer at
3 |
Proxy Statement dated |
Trustee Since(1) |
Principal Occupation(s) During Past Five Years |
Other Directorships Held |
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Fund Position(s) |
Current Term Expiring |
and Other Relevant Experience |
During Last Five Years |
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Trustee |
2022 |
ETO: Class I Trustee until |
Formerly, Executive Vice President and the Global Head of |
None |
1967 |
2026. EVG: Class III |
Operations at Wells Fargo Asset Management (2011-2021). |
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Trustee until 2026. |
- Year first appointed to serve as Trustee for a fund in the Eaton Vance family of funds. Each Trustee has served continuously since appointment unless indicated otherwise.
Each current Trustee listed above served as a Trustee of 127 funds within the Eaton Vance fund complex as of
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 each 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 a 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
Interested Trustee
Share Ownership by Trustee
As of
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Securities Beneficially Owned in Funds |
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Overseen by Trustee in the |
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Eaton Vance Family of Funds |
Interested Trustee |
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None |
Noninterested Trustees |
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Over |
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Over |
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Over |
George J. Gorman |
Over |
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Over |
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Over |
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Over |
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Over |
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Over |
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Over |
Ms. Pachnanda began serving as a Trustee effectiveApril 1, 2023 .Mr. Bowser began serving as a Trustee effectiveJanuary 4, 2023 .
Board Meetings and Committees
The Board has general oversight responsibility with respect to the business and affairs of each Fund. The Board has engaged an investment adviser and (if applicable) a sub-adviser (collectively, the "adviser") to manage each Fund. The Funds' investment adviser also serves as administrator of each Fund. The Board 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
4 |
Proxy Statement dated |
persons" of a 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 each 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 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 each Fund's compliance program and reports to the Board regarding compliance matters for the Funds and their 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 each Fund's shares. The administrator and the adviser are responsible for the implementation and day-to-day administration of these valuation policies and procedures and provide 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 each Fund regarding tests performed by such firm on the valuation of all securities, as well as with respect to other risks associated with registered investment companies. Reports received from service providers, legal counsel and the independent public accounting firm assist the Board in performing its oversight function.
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
5 |
Proxy Statement dated |
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:
1991 through 2000,
George J. Gorman.
6 |
Proxy Statement dated |
1997-2004 and was a Vice President at Fidelity Investments Institutional Services from 1994-1997. In addition,
7 |
Proxy Statement dated |
and Chief Compliance Officer for two registered asset management companies where she oversaw all non-investment activities. She currently serves on the
During the fiscal year ended
Each Committee of the
Messrs. Wennerholm (Chairperson), Gorman and Quinton and
Messrs. Fetting (Chairperson), Bowser, Gorman, Quinton, Smith and Wennerholm and Mses. Frost, Mosley, Sutherland and Wiser 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 each Fund, including advisory, sub-advisory, transfer agency, custodial and fund accounting, distribution services (if any) and administrative services; (ii) any and all other matters in which any of each Fund's service providers (including Eaton Vance or any affiliated entity thereof) has an actual or potential conflict of interest with the interests of the Fund or its shareholders; and (iii) any other matter appropriate for review by the noninterested Trustees, unless the matter is within the responsibilities of other Committees of the Board.
Messrs. Smith (Chairperson), Bowser and Wennerholm and Mses. Frost and Mosley 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 each Fund and their investment adviser and sub-adviser(s), if applicable, relative to the Funds' 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 Funds; and (iii) assist the Board in its monitoring of the performance results of all funds, giving special attention to the performance of certain funds that it or the
Mses. Sutherland (Chairperson) and Wiser and Messrs. Fetting and Quinton are members of the
Messrs. Smith (Chairperson), Fetting and Quinton and
Mses. Mosley (Chairperson), Frost, Sutherland and Wiser and Messrs. Fetting, Gorman, Quinton, Smith and Wennerholm are members of the Governance Committee. Each Governance Committee member is independent under applicable listing standards
8 |
Proxy Statement dated |
Attachments
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