DEFA14A 1 defa14a.htm EATON VANCE CEF ADJOURNED DEFA14A DTD 1-29-2021

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement

[ ] Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

[ ] Definitive Proxy Statement

[X] Definitive Additional Materials

[ ] Soliciting Material Pursuant to Section 240.14a-12

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Eaton Vance Floating-Rate 2022 Target Term Trust

Eaton Vance 2021 Target Term Trust

Eaton Vance Municipal Income 2028 Term Trust

Eaton Vance National Municipal Opportunities Trust

Eaton Vance Tax-Advantaged Global Dividend Income Fund

(Name of Registrant as Specified in Its Charter)

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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i) (1) and 0-11.

(1) Title of each class of securities to which transaction applies:

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(2) Aggregate number of securities to which transaction applies:

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(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

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(4) Proposed maximum aggregate value of transaction:

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(5) Total fee paid:

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[ ] Fee paid previously with preliminary materials.

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[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

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We need your consent

Morgan Stanley is acquiring Parametric's parent company, Eaton Vance. Parametric clients may be asked to consent to new advisory agreements.

If you own a separately managed account (SMA) or certain private funds managed by Parametric, you may receive a letter requesting your consent to our continued management of your investment strategy following the close of the transaction. Depending on the terms of your investment management agreement or investment in a private fund, your consent may be required to be in writing.

Own shares of a Parametric-sub-advised open-end or closed-end fund?

Parametric subadvises certain funds offered and distributed by Eaton Vance Distributors, Inc., a registered broker-dealer. Please visit Eaton Vance’s website for voting information regarding these funds.

About the acquisition

On October 8, 2020, Eaton Vance Corp. (Eaton Vance) and Morgan Stanley announced that they had entered into a definitive agreement under which Morgan Stanley will acquire Eaton Vance and its affiliates. Eaton Vance’s Board of Directors and Voting Trustees believe this acquisition is in the best interests of our clients, business partners and employees.

Creates a $1.2 trillion global asset manager with complementary investment capabilities and distribution strengths
Expands breadth and depth of investment strategies, enhancing our commitment to providing world-class client solutions
Provides additional market opportunities for our investment teams in the U.S. and internationally

Read the press release

Morgan Stanley Acquisition: We need your response

While our parent company will change, the investment process and the professionals who have acted as stewards of your assets will not change as a result of the transaction. Further, the brand associated with the investment strategy will not change as a result of the transaction. At the same time, we believe that providing access to the additional resources of a world-class organization like Morgan Stanley will be additive to our investment teams and clients.

To access information specific to your account choose one of the following options

Separate Account Portfolios | Commingled Funds | Eaton Vance Open-End Funds | Calvert Open-End Funds| Eaton Vance Closed-End Funds

We need your consent

Atlanta Capital's parent company, Eaton Vance is being acquired by Morgan Stanley. Atlanta Capital clients may be asked to provide consent to deemed assignments of separately managed account advisory agreements.

About the acquisition

Creates a $1.2 trillion global asset manager with complementary investment capabilities and distribution strengths
Expands breadth and depth of investment strategies, enhancing our commitment to providing world-class client solutions
Provides additional market opportunities for our investment teams in the U.S. and internationally

Morgan Stanley Acquisition Press Release

Separately Managed Account (SMA) Consent Information

If you are an owner of separate accounts managed by Atlanta Capital you may be sent consent letters to permit the management of your investment strategies to continue uninterrupted following the close of the transaction. Depending on the terms of the individual investment management agreement, client consents may be required to be in writing.

Own shares of an Atlanta Capital-sub-advised open-end fund?

Atlanta Capital subadvises certain funds offered and distributed by Eaton Vance Distributors, Inc., a registered broker-dealer. Please visit Eaton Vance’s website for voting information regarding these funds.

Name,

I hope you are well. I want to let you know that you may receive questions from your clients regarding a letter that was sent with the header, “Extremely Important”. The “operating initiative” referred to in the letter is an effort to ask your clients, (our Fund shareholders) to approve new investment advisory agreements and, where applicable, new investment sub-advisory agreements to help ensure that the Funds continue to operate without interruption.

This proxy vote is a result of Eaton Vance Corp. entering into a definitive agreement on October 7, 2020, to be acquired by Morgan Stanley. Morgan Stanley and Eaton Vance expect the transaction to be completed no later than early in the second quarter. Subject to the satisfaction of customary closing conditions, including receipt of necessary regulatory approvals and client consents, the transaction could take place as soon as March 1, 2021.

The below links provide more detail on this transaction and the proxy vote. In addition, I’ve highlighted a few points to address some of the most commonly asked questions that you may articulate to your clients. Please note, we are encouraging shareholders to save time by voting online.

If you have further questions, please call me and/or my internal partner using the contact information at the bottom of this email.

SHAREHOLDERS SHOULD READ THEIR FUND'S DEFINITIVE PROXY STATEMENT. IT CONTAINS IMPORTANT INFORMATION. EACH FUND MAILED ITS DEFINITIVE PROXY STATEMENT TO SHAREHOLDERS AS OF THE RELEVANT RECORD DATE. EACH FUND'S DEFINITIVE PROXY STATEMENT AND OTHER RELATED MATERIALS ARE ALSOAVAILABLE, WITHOUT CHARGE, ON THE SECURITIES AND EXCHANGE COMMISSION'S WEBSITE.

NOT FDIC INSURED | NOT BANK GUARANTEED | MAY LOSE VALUE

Investment Professional Use Only. Not to Be Used With the Public.

Two International Place, Boston, MA 02110

eatonvance.com | 800-836-2414

Subject Line: Eaton Vance Fund shareholder mailings (please read)

Name,

If you have further questions, please call me and/or my internal partner using the contact information at the bottom of this email.

Will my clients be receiving phone calls?

Shareholders may receive phone calls daily.
Shareholders may also receive hard copy correspondence or reminder letters to vote their shares.

How can my clients stop receiving calls?

Please ask your clients to vote. Shareholders will stop receiving phone calls once they vote.

Can my clients vote online?

Yes. Shareholders can vote online, on the phone, or via mail. We are encouraging shareholders to save time by voting online.

When will the calls stop?

We encourage you to advise clients to vote so they no longer receive calls.

If a client asks you how they should vote, what should you say?

Eaton Vance encourages shareholders to vote in favor of the proposals.
Approval will provide continuity of the Funds’ investment programs and help ensure that Fund operations continue uninterrupted after the close of the transaction.

Here are some additional resources that you can also share with your clients:

Eaton Vance Proxy website – clients can save time and vote online via a link here
Proxy 101 and FAQ document

Wholesaler signature

NOT FDIC INSURED | NOT BANK GUARANTEED | MAY LOSE VALUE

Investment Professional Use Only. Not to Be Used With the Public.

Two International Place, Boston, MA 02110

eatonvance.com | 800-836-2414

Help us get out the vote

Eaton Vance is being acquired by Morgan Stanley. Fund shareholders are being asked to approve new investment advisory agreements and, where applicable, new investment subadvisory agreements to help ensure that the Funds continue to operate without interruption. Morgan Stanley and Eaton Vance expect the transaction to be completed no later than early in the second quarter. Subject to the satisfaction of customary closing conditions, including receipt of necessary regulatory approvals and client consents, the transaction could take place as soon as March 1, 2021. Share this important link with your clients today.

ACCESS ► (links to www.eatonvance.com/vote)

(this will be added to newsletter as disclosure)

PLEASE READ YOUR OPEN-END FUND’S DEFINITIVE PROXY STATEMENT. IT CONTAINS IMPORTANT INFORMATION. EACH FUND MAILED ITS DEFINITIVE PROXY STATEMENT TO SHAREHOLDERS AS OF THE RELEVANT RECORD DATE. EACH FUND’S DEFINITIVE PROXY STATEMENT AND OTHER RELATED MATERIALS ARE ALSO AVAILABLE, WITHOUT CHARGE, ON THE SECURITIES AND EXCHANGE COMMISSION'S WEBSITE.

February 1, 2021

Dear Valued Client:

I am pleased to provide this update on the status and expected timing of the acquisition of Eaton Vance by Morgan Stanley announced on October 8, 2020. As announced, our Eaton Vance Management, Parametric, Atlanta Capital and Calvert investment affiliates will join Morgan Stanley Investment Management. Since the transaction announcement, we and Morgan Stanley have been actively engaged in joint business planning to seek to ensure a seamless transition and to lay the foundation for the premier global investment organization we aspire to create. Over recent months, we have connected with many of our clients and business partners to share our vision for the combined Eaton Vance and Morgan Stanley Investment Management, and to request the client consents and fund shareholder approvals that we need to close the transaction.

Morgan Stanley and Eaton Vance expect the transaction to be completed no later than early in the second quarter. Subject to the satisfaction of customary closing conditions, including receipt of necessary regulatory approvals and client consents, the transaction could take place as soon as March 1, 2021. In February, we will be reaching out to separate account clients and fund shareholders to secure the remaining consents and approvals we need to close the transaction. All of us at Eaton Vance are deeply grateful for your time and attention to this important matter.

Throughout this transition period, our investment teams and client representatives have remained singularly focused on providing the high-quality investment management services you have come to expect from us. Post-transaction, we look forward to continuing to serve you as part of Morgan Stanley Investment Management.

Thank you for your continued support.

Sincerely,

Thomas E. Faust Jr.

Chairman and Chief Executive Officer

Eaton Vance Corp.

February 1, 2021

Dear Business Partner:

Thank you for your continued support.

Sincerely,

Thomas E. Faust Jr.

Chairman and Chief Executive Officer

Eaton Vance Corp.