Proxy Statement
One
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.
I 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. I 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,
President
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:
-
- For
Eaton Vance Enhanced Equity Income Fund II and Eaton VanceRisk-Managed Diversified Equity Income Fund , four Class II Trustees,Alan C. Bowser ,George J. Gorman ,Susan J. Sutherland andNancy A. Wiser , to be elected by shareholders of each Fund; and - For Eaton Vance
Tax-ManagedBuy-Write Income Fund ,Eaton Vance Tax-ManagedBuy-Write Opportunities Fund andEaton Vance Tax-Managed Global Buy-Write Opportunities Fund , three Class I Trustees,Cynthia E. Frost ,Scott E. Wennerholm andNancy A. Wiser , to be elected by shareholders of each Fund.
- For
- To consider and act upon any other matters that may properly come before the Annual Meeting and any adjourned or postponed session thereof.
Although each Fund is holding a separate Annual 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
One
PROXY STATEMENT
This proxy statement is furnished in connection with the solicitation of proxies by the
No. of Common Shares |
|
Outstanding on |
|
Fund |
|
|
52,307,415 |
|
67,301,787 |
|
29,374,715 |
|
116,754,568 |
|
109,597,786 |
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.
1 |
Proxy Statement dated |
PROPOSAL 1. ELECTION OF TRUSTEES
Proxies will be voted for the election of the following nominees:
- For
Enhanced Equity Fund andRisk-Managed Fund , four Class II Trustees,Alan C. Bowser ,George J. Gorman ,Susan J. Sutherland andNancy A. Wiser , to be elected by shareholders of each Fund; and - For
Buy-Write Income Fund ,Buy-Write Opportunities Fund andGlobal Buy-Write Opportunities Fund , three Class I Trustees,Cynthia E. Frost ,Scott E. Wennerholm andNancy A. Wiser , to be elected by shareholders of each 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 "EOS" are to
|
Fund Position(s) |
Trustee Since(1) |
Current Term Expiring |
Interested Trustee |
|||
|
Trustee |
2023 |
EOS and ETJ: Class III |
1980 |
Trustee until 2025. |
||
ETB, ETV and ETW: Class |
|||
II Trustee until 2025. |
|||
Noninterested Trustees |
|||
|
Trustee |
2023 |
EOS and ETJ: Class II |
1962 |
Trustee until 2024. |
||
ETB, ETV and ETW: Class |
|||
III Trustee until 2026. |
|||
|
Trustee |
2016 |
EOS and ETJ: Class III |
1954 |
Trustee until 2025. |
ETB, ETV and ETW: Class
III Trustee until 2026.
Principal Occupation(s) During Past Five Years |
Other Directorships Held |
and Other Relevant Experience |
During Last Five Years |
Co-Head of Strategy of |
None |
|
|
Strategy of MSIM (2017-2019). |
|
interested person because of her position with MSIM, which is |
|
an affiliate of the Fund. |
|
Private investor. Formerly, Chief Diversity Officer, Partner and |
Independent Director of Stout |
a member of the Operating Committee, and formerly served as |
Risius Ross (a middle market |
Senior Advisor on Diversity and Inclusion for the firm's chief |
professional services advisory |
executive officer, Co-Head of the |
firm) (since 2021). |
Client Advisor of |
|
management firm (2011-2023). |
|
Private investor. Formerly held various positions at Legg |
None |
|
|
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 |
|
(2001-2008). Formerly, Division President and Senior Officer |
|
of |
|
(investment management firm) (1991-2000). |
2 |
Proxy Statement dated |
|
Fund Position(s) |
Trustee Since(1) |
Current Term Expiring |
|
Trustee |
2014 |
EOS and ETJ: Class I |
1961 |
Trustee until 2026. |
||
ETB, ETV and ETW: Class I |
|||
Trustee until 2024. |
Principal Occupation(s) During Past Five Years |
Other Directorships Held |
and Other Relevant Experience |
During Last Five Years |
Private investor. Formerly, Chief Investment Officer of Brown |
None |
University (university endowment) (2000-2012). Formerly, |
|
Portfolio Strategist for |
|
endowment manager) (1995-2000). Formerly, Managing |
|
Director, |
|
company) (1989-1995). Formerly, Consultant, Bain and |
|
Company (management consulting firm) (1987-1989). |
|
Formerly, Senior Equity Analyst, |
|
Company (1983-1985). |
|
Chairperson of |
2021 |
(Chairperson) and |
EOS and ETJ: Class II |
1952 |
the Board and |
2014 |
(Trustee) |
Trustee until 2024. |
Trustee |
||||
ETB, ETV and ETW: Class |
||||
II Trustee until 2025. |
||||
|
Trustee |
2014 |
EOS and ETJ: Class III |
|
1960 |
Trustee until 2025. |
ETB, ETV and ETW: Class
III Trustee until 2026.
Principal at
Chairwoman and Chief Executive Officer of
(1990-1992). Formerly worked in institutional corporate bond sales at Kidder Peabody (1986-1990).
None
Director of
|
Trustee |
2018 |
EOS and ETJ: Class I |
1958 |
Trustee until 2026. |
||
ETB, ETV and ETW: Class |
|||
II Trustee until 2025. |
Private investor, researcher and lecturer. Formerly, |
Formerly, Director (2016-2021) |
Independent Investment Committee Member at New |
and Chairman (2019-2021) of |
Hampshire Retirement System (2017-2021). Formerly, |
New Hampshire Municipal Bond |
Portfolio Manager and Senior Quantitative Analyst at Fidelity |
Bank. |
Investments (investment management firm) (2001-2014). |
|
Trustee |
2018 |
EOS and ETJ: Class III |
1966 |
Trustee until 2025. |
ETB, ETV and ETW: Class
III Trustee until 2026.
|
Trustee |
2015 |
EOS and ETJ: Class II |
1957 |
Trustee until 2024. |
||
ETB, ETV and ETW: Class |
|||
II Trustee until 2025. |
Private investor and independent corporate director. Formerly, Chief Investment Officer,
Private investor. Director of
(2015-2018) and
Director of
Formerly, Director of
|
Trustee |
2016 |
EOS and ETJ: Class I |
1959 |
Trustee until 2026. |
ETB, ETV and ETW: Class I
Trustee until 2024.
Private investor. Formerly, Trustee at |
None |
(postsecondary institution) (2012-2018). Formerly, |
|
Consultant at |
|
(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). |
3 |
Proxy Statement dated |
Trustee Since(1) |
Principal Occupation(s) During Past Five Years |
Other Directorships Held |
|||
|
Fund Position(s) |
Current Term Expiring |
and Other Relevant Experience |
During Last Five Years |
|
|
Trustee |
2022 |
EOS and ETJ: Class II |
Formerly, Executive Vice President and the Global Head of |
None |
1967 |
Trustee until 2024. |
Operations at Wells Fargo Asset Management (2011-2021). |
|||
ETB, ETV and ETW: Class I |
|||||
Trustee until 2024. |
- 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
|
|
Securities Beneficially Owned in Funds |
|
Overseen by Trustee in the |
|
|
Eaton Vance Family of Funds |
Interested Trustee |
|
|
None |
Noninterested Trustees |
|
|
Over |
|
Over |
|
Over |
George J. Gorman |
Over |
|
Over |
|
Over |
|
Over |
|
Over |
|
Over |
|
Over |
Ms. Pachnanda began serving as a Trustee effectiveApril 1, 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 |
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