EVGBC Eaton Vance NextShares Trust Eaton Vance Global Income Builder

Third Party Beneficiaries. The current investment sub-advisory agreements provide that such agreements shall not confer upon any person that is not a party to such agreement any right, benefit, or remedy thereunder. The proposed investment sub-advisory agreements clarify that each EVAIL Sub-Advised Portfolio is a third party beneficiary to the agreement and that, aside from the EVAIL Sub-Advised Portfolio, nothing in the agreement, express or implied, is intended to or shall confer upon any person not a party thereto (including, but not limited to, shareholders of an EVAIL Sub-Advised Portfolio) any right, benefit, or remedy under or by reason of the agreement.

Other Interests. The current and proposed investment sub-advisory agreements provide that the services of EVAIL to an EVAIL Sub-Advised Portfolio are not exclusive and contemplate that EVAIL may provide investment advice to other funds and accounts that may differ from or conflict with the advice provided to the EVAIL Sub-Advised Portfolio.

Books and Records. The proposed investment sub-advisory agreement provides that EVAIL shall preserve the records required to be maintained by Rule 31a-1 under the 1940 Act for the periods prescribed by Rule 31a-2 under the 1940 Act and that EVAIL agrees to surrender promptly to an EVAIL Sub-Advised Portfolio any of such records upon the EVAIL Sub-Advised Portfolio’s or BMR’s request in compliance with the requirements of the 1940 Act. Although EVAIL is currently complying with this regulatory requirement, the current investment sub-advisory agreements are silent on this point.

Governing Law and Legal Requirements. The current and proposed investment sub-advisory agreements provide that such agreements shall be governed by and interpreted in accordance with the laws of The Commonwealth of Massachusetts. The current and proposed investment sub-advisory agreements refer to certain requirements under the 1940 Act and provide that these requirements will be deemed to reflect the effect of any modification or interpretation by any applicable order, rule, regulation, or interpretive release of the SEC or guidance issued by the staff thereof.

Proposals 4C and 4D: To Approve New Investment Sub-Advisory Agreements with Parametric

Comparison of New Investment Sub-Advisory Agreements with Parametric

The terms of the proposed investment sub-advisory agreements with Parametric, for each of Tax-Managed International Equity Portfolio and 5-to-15 Year Laddered Municipal Bond Portfolio (each, a “Parametric Sub-Advised Portfolio”), and material differences between the proposed new sub-advisory agreements with Parametric and the current agreements, are described generally below. Differences in language, stylistic changes, and changes to provisions that would not result in a change to a reasonable substantive interpretation of an agreement are not included in the below description; however, the complete text of the form of the proposed new sub-advisory agreements with Parametric is attached at Appendix S.

Fees. Parametric will not receive increased investment sub-advisory fees as a result of the Transaction. There is no change in the rate of the fees that BMR will pay to Parametric under the proposed investment sub-advisory agreements, as compared to the rate of fees that BMR currently pays to Parametric under the existing investment sub-advisory agreements.

The current and proposed fee schedules for investment sub-advisory services for each Parametric Sub-Advised Portfolio are described in Appendix F. The proposed investment sub-advisory agreements provide that BMR is solely responsible for the payment of the compensation to Parametric, that Parametric agrees to seek payment of its compensation solely from BMR, and that the Parametric Sub-Advised Portfolios shall have no liability for Parametric’s compensation thereunder.

Duties of the Sub-Adviser. The current and proposed investment sub-advisory agreements contain substantially similar provisions relating to the retention of Parametric as investment sub-adviser to manage the investment and reinvestment of the assets of the Parametric Sub-Advised Portfolios, subject to the supervision of BMR and the Board of the applicable Parametric Sub-Advised Portfolio. In pursuit of the foregoing, Parametric shall provide the Parametric Sub-Advised Portfolios with such investment management and supervision as BMR may, from time to time, consider necessary for the proper supervision of the Parametric Sub-Advised Portfolios’ investments. The proposed investment sub-advisory agreements provide that the services to be provided by Parametric pursuant to an agreement will apply to the portion of a Parametric Sub-Advised Portfolio’s assets that BMR or the Board of the Parametric Sub-Advised Portfolio shall from time to time designate, which may consist of all or a portion of the Parametric Sub-Advised Portfolio’s assets. The proposed investment sub-advisory agreements also clarify that, subject to approval of the Parametric Sub-Advised Portfolio’s Board and notice to Parametric, BMR retains complete authority immediately to assume direct responsibility for any function delegated to Parametric under the agreements.

Best Execution. The current and proposed investment sub-advisory agreements provide that Parametric shall use its best efforts to seek to execute security transactions at prices that are advantageous to the applicable Parametric Sub-Advised Portfolio. The proposed investment sub-advisory agreements further describe considerations for Parametric’s selection of brokers and dealers, including soft dollar considerations, which are subject to policies and procedures adopted by the Board. This concept is addressed in the current investment sub-advisory agreements either through reference to the policies and/or procedures adopted by the Board or through a description of best execution and soft dollar considerations. This provision was updated in the proposed investment sub-advisory agreements to more closely reflect statutory requirements relating to the payment of brokerage commission rates for investment transactions and align the language across agreements. In addition to the policies and procedures adopted by the applicable Board, Parametric has its own policies and procedures relating to best execution and client commission arrangements. None of the policies and procedures or current execution practices are expected to change as a result of the Transaction.

While the current investment sub-advisory agreements provide that Parametric shall place purchase and sale orders with brokers or dealers, the proposed investment sub-advisory agreements clarify that Parametric may also place such orders with futures commission merchants or other market participants selected by Parametric. The revised language reflects the different types of investments in which the Parametric Sub-Advised Portfolios may transact.

Standard of Care. The proposed investment sub-advisory agreements provide that Parametric shall exercise reasonable care in the performance of its duties under the agreements, and will conduct its activities thereunder in compliance with the applicable requirements of the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws, any applicable procedures adopted by the Parametric Sub-Advised Portfolio’s Board that have been provided to Parametric, and the provisions of the Parametric Sub-Advised Portfolio’s registration statement, each as may be amended. A similar provision is not included in the current investment sub-advisory agreements.

Expenses. The current and proposed investment sub-advisory agreements provide that the Parametric Sub-Advised Portfolio will pay all expenses other than those expressly stated to be payable by Parametric or BMR, including certain expenses set forth in the agreement. The proposed investment sub-advisory agreements provide updated examples of the various types of expenses that may be borne by the Parametric Sub-Advised Portfolio. The expense provisions in the proposed investment sub-advisory agreements are intended to clarify existing arrangements and, if approved, would not result in a change in the expenses that the Parametric Sub-Advised Portfolios currently bear.

Limitation of Liability. Both the current and proposed investment sub-advisory agreements provide that, in the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties, Parametric shall not be subject to liability to BMR, to the Parametric Sub-Advised Portfolio, or to any shareholder of the Parametric Sub-Advised Portfolio for any act or omission in connection with rendering services under the agreement. The current and proposed investment sub-advisory agreements for Tax-Managed International Equity Portfolio further provide that the Trust shall not be subject to any liability for losses of Parametric arising out of its services under the agreement.

The current and proposed investment sub-advisory agreements include an acknowledgement of the limited personal liability of the board members, officers, and shareholders of BMR and interestholders of the Parametric Sub-Advised Portfolios as provided for in the Declarations of Trust for each of BMR and the Parametric Sub-Advised Portfolios.

Third Party Beneficiaries. The proposed investment sub-advisory agreements clarify that each Parametric Sub-Advised Portfolio is a third party beneficiary to the agreement and that, aside from the Parametric Sub-Advised Portfolios, nothing in the agreement, express or implied, is intended to or shall confer upon any person not a party thereto (including, but not limited to, shareholders of a Parametric Sub-Advised Portfolio) any right, benefit or remedy under or by reason of the agreement.

Other Interests. The current and proposed investment sub-advisory agreements provide that the services of Parametric to a Parametric Sub-Advised Portfolio are not exclusive and that Parametric is free to render services to others and engage in other business activities. The proposed investment sub-advisory agreements specifically contemplate that Parametric may provide investment advice to other funds and accounts that may differ from or conflict with the advice provided to the Parametric Sub-Advised Portfolio.

Books and Records. The proposed investment sub-advisory agreement provides that Parametric shall preserve the records required to be maintained by Rule 31a-1 under the 1940 Act for the periods prescribed by Rule 31a-2 under the 1940 Act and that Parametric agrees to surrender promptly to a Parametric Sub-Advised Portfolio any of such records upon the Parametric Sub-Advised Portfolio’s or BMR’s request in compliance with the requirements of the 1940 Act. Although Parametric is currently complying with this regulatory requirement, the current investment sub-advisory agreements are silent on this point.

Governing Law and Legal Requirements. The current and proposed investment sub-advisory agreements provide that such agreements shall be governed by and interpreted in accordance with the laws of The Commonwealth of Massachusetts. The current and proposed investment sub-advisory agreements refer to certain requirements under the 1940 Act and provide that these requirements will be deemed to reflect the effect of any modification or interpretation by any applicable order, rule, regulation, or interpretive release of the SEC or guidance issued by the staff thereof.

Proposal 4E: To Approve New Investment Sub-Advisory Agreement with GSAM

Comparison of New Investment Sub-Advisory Agreement with GSAM

The terms of the proposed investment sub-advisory agreement with GSAM, for the sub-advisory services provided to or Greater India Portfolio, and material differences between the proposed new sub-advisory agreement with GSAM and the current agreement, are described generally below. Except as noted below, the terms of the current and proposed investment sub-advisory agreements with GSAM are substantially identical. A complete text of the form of the proposed new sub-advisory agreement with GSAM is attached at Appendix T.

Fees. GSAM will not receive increased investment sub-advisory fees as a result of the Transaction. There is no change in the rate of the fees that BMR will pay to GSAM under the proposed investment sub-advisory agreement, as compared to the rate of fees that BMR currently pays to GSAM under the existing investment sub-advisory agreement.

The current and proposed fee schedules for investment sub-advisory services for Greater India Portfolio are described in Appendix F. The agreements provide that BMR is solely responsible for the payment of the compensation to GSAM, that GSAM agrees to seek payment of its compensation solely from BMR, and that Greater India Portfolio shall have no liability for GSAM’s compensation thereunder.

Duties of the Sub-Adviser. The current and proposed investment sub-advisory agreements contain identical provisions relating to the retention of GSAM as investment sub-adviser to manage the investment and reinvestment of the assets of Greater India Portfolio, subject to the supervision of BMR and the Board of Greater India Portfolio. Subject to the supervision of the Board and BMR, GSAM will continue to provide a continuous investment program for Greater India Portfolio and determine, in its discretion, the composition of the assets of Greater India Portfolio, including the determination of the purchase, retention, or sale of the securities, cash, and other investments for Greater India Portfolio.

Standard of Care. The current and proposed investment sub-advisory agreements provide that GSAM shall exercise reasonable care in the performance of its duties under the agreements, and will conduct its activities thereunder in compliance with the applicable requirements of the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, any applicable procedures adopted by Greater India Portfolio’s Board that have been provided to GSAM, the provisions of Greater India Portfolio’s registration statement, and GSAM’s operating policies and procedures provided to BMR, each as may be amended.

Limitation of Liability. Both the current and proposed investment sub-advisory agreements provide that GSAM will not be subject to liability for any act or omission in connection with providing services under the agreement, except by reason of willful misfeasance, bad faith, or gross negligence in the performance of GSAM’s duties, or any material breach by GSAM of its obligations or duties under the agreement.

Books and Records. The current and proposed investment sub-advisory agreements provide that GSAM shall preserve the records required to be maintained by Rule 31a-1 under the 1940 Act for the periods prescribed by Rule 31a-2 under the 1940 Act and that GSAM agrees to surrender promptly to Greater India Portfolio any of such records upon Greater India Portfolio’s or BMR’s request in compliance with the requirements of the 1940 Act.

Governing Law. The current and proposed investment sub-advisory agreements provide that such agreements shall be governed by and interpreted in accordance with the laws of The Commonwealth of Massachusetts.

Interpretation of Certain Terms. The proposed investment sub-advisory agreement provides that where the effect of a requirement of the 1940 Act reflected in any provision of the proposed investment sub-advisory agreement is amended, or is modified or interpreted by any applicable order or order of the SEC, any rules or regulated adopted by, or interpretive releases of the SEC, or any applicable guidance issued by the staff of the SEC, such provision will be deemed to incorporate the effect of such amendment, order, rule, regulation, interpretive release, or guidance.

Proposal 4:

Description of the Transaction

The Merger Agreement was unanimously approved by the Board of Directors of each of Morgan Stanley and EVC. The Closing is subject to the completion or waiver of customary closing conditions and is expected to close in the second quarter of 2021. Upon the Closing, Eaton Vance, BMR, EVAIL, Parametric, and Atlanta Capital will become indirect wholly-owned subsidiaries of Morgan Stanley. Hexavest, which is 49% owned by EVC and its affiliates, will become 49% owned by Morgan Stanley upon the Closing.

Board Considerations

At a meeting held on November 24, 2020, the Board of each Sub-Advised Portfolio, including a majority of the Independent Board Members, voted to approve a new investment sub-advisory agreement between BMR and the applicable Sub-Adviser. In voting its approval of the new investment sub-advisory agreement, the Board of each Sub-Advised Portfolio relied upon the recommendation of its Contract Review Committee, which is a committee comprised exclusively of Independent Board Members. Prior to and during meetings leading up to the meeting held on November 24, 2020, each Board’s Contract Review Committee reviewed and discussed information furnished by the Advisers, the Sub-Advisers and Morgan Stanley, as requested by the Independent Board Members, that the Contract Review Committee considered reasonably necessary to evaluate the terms of the new investment sub-advisory agreement and to form its recommendation. Such information included, among other things, the terms and anticipated impacts of the Transaction on the Sub-Advised Portfolios and their interestholders. In addition to considering information furnished specifically to evaluate the impact of the Transaction on the Sub-Advised Portfolios and their respective interestholders, each Board and its Contract Review Committee also considered information furnished for prior meetings of the Boards and their committees, including information provided in connection with the annual contract review process for the Sub-Advised Portfolio, which most recently culminated in April 2020. The Board of each Sub-Advised Portfolio, including the Independent Board Members, concluded that the new investment sub-advisory agreement, including the fees payable thereunder, was fair and reasonable, and it voted to approve the new investment sub-advisory agreement and to recommend that the applicable Sub-Advised Series shareholders do so as well. Each Board’s considerations are described in more detail in Appendix M.

Required Vote and Related Matters

Required Vote. Approval of a Portfolio’s proposed investment sub-advisory agreement requires the affirmative vote of a 1940 Act Majority of the voting securities of the Portfolio, provided the applicable quorum, as described below under “Further Information About Voting and the Joint Special Meeting – Quorum and Methods of Tabulation,” has been satisfied.

Portfolio Voting. With respect to Proposal 4, you are being asked to submit voting instructions to your Investing Fund regarding how such Investing Fund, as a beneficial owner of an interest in a Portfolio, will vote its interest. The outstanding interests in each Portfolio are primarily held by other funds. These funds include certain Series and other investment companies that are not required to be registered under the 1940 Act. In addition, Eaton Vance or BMR maintains a de minimis investment in each Portfolio. The Investing Funds invest in a Portfolio in either a master-feeder arrangement (in which the Investing Fund invests its assets exclusively in its underlying Portfolio) or a fund of funds arrangement (in which the Investing Fund invests in one or more underlying funds, including one or more Portfolios, and may hold investments directly) in reliance on either Section 12(d)(1)(E) (with respect to Investing Funds in master-feeder arrangements) or Section 12(d)(1)(G) (with respect to Investing Funds in fund-of-funds arrangements) of the 1940 Act. The Board of each Investing Fund that invests in a Portfolio has authorized each Investing Fund to seek instructions from Investing Fund shareholders, and to vote each Investing Fund’s interest in a Portfolio in accordance with the voting instructions received from Investing Fund shareholders (this is known as “pass-through voting”). The Board has further authorized each Investing Fund to vote its interest in the Portfolio with respect to which it has not received voting instructions in the same proportion (for, against, or abstain) as the interests for which it has received timely instructions from other Investing Fund shareholders (this is known as “echo voting”). The Investing Funds do not require that a specified number of shareholders submit voting instructions before an Investing Fund will vote its interest in the applicable Portfolio at the meeting of interestholders of the Portfolios (which is expected to be held, separate from the Meeting, on February 18, 2021). Because each Investing Fund will use echo voting to vote its interest in its underlying Portfolio, a small number of shareholders could determine how an Investing Fund votes if other shareholders fail to vote. Please note that certain Portfolios have interestholders besides the Investing Fund and it is possible that a proposal may be approved by the Portfolios even if it is not approved by Investing Fund shareholders.

Conditions. The approval of a new investment sub-advisory agreement is subject to the Closing and, with respect to a particular Portfolio, interestholders’ approval of a new investment advisory agreement between each Portfolio and BMR (for which Proposal 3 seeks your instructions). If the interestholders of a given Portfolio do not approve a new investment sub-advisory agreement between such Portfolio and BMR, or if the Closing does not occur, the approval of a new investment sub-advisory agreement will be deemed null with respect to that Portfolio. The Board of such Portfolio will consider whether other appropriate actions, if any, are warranted.

Please note that even if interestholders of the Portfolio(s) in which your Investing Fund invests approve a new investment sub-advisory agreement, it is possible that such Portfolio’s new investment sub-advisory agreement will not take effect. This is because the Closing is subject to the completion or waiver of certain conditions. One of these conditions is that advisory clients of EVC’s investment adviser subsidiaries, which would include the Funds and other advisory clients, representing a specified percentage of EVC revenue as of September 30, 2020, consent to the continuation of their advisory relationships after the Closing, as more fully described in the Merger Agreement that EVC filed with the SEC on October 8, 2020 on Form 8-K, Exhibit 2.1.

On the other hand, the Closing may take place even if interestholders of a Portfolio(s) do not approve Proposal 4. If this should happen, the Board(s) of such Portfolio(s) would consider what additional actions to take, which could include continuing to solicit approval of a new investment sub-advisory agreement. In addition, BMR could (and expects to) propose that the Board of each Portfolio approve an interim investment sub-advisory agreement to permit continuity of management while solicitation continues. The terms of an interim investment sub-advisory agreement would be identical to those of the current investment sub-advisory agreement except for term and escrow provisions required by applicable law.

BOARD RECOMMENDATION

The Board of each Investing Fund listed above, including a majority of the Independent Board Members, believes that the approval of the new investment sub-advisory agreement is in the best interests of such Portfolio and Investing Fund. Accordingly, each Investing Fund’s Board unanimously recommends that shareholders submit voting instructions to their Investing Fund to vote FOR, the approval of the new investment sub-advisory agreement as described in Proposal 4.

Further Information About Voting and the Joint Special Meeting

Required Vote. Approval of each Proposal requires the affirmative vote of 1940 Act Majority.

Quorum and Methods of Tabulation. A quorum with respect to the Meeting of a Fund requires the presence, in person or by proxy, of one-third (1/3) of the total number of the outstanding shares of the Fund entitled to vote. All shares that are voted and votes to abstain will be counted towards establishing a quorum, as will broker non-votes. (Broker non-votes are shares for which a broker returns a proxy but for which (i) the beneficial owner has not voted and (ii) the broker holding the shares does not have discretionary authority to vote on the particular matter.) Accordingly, abstentions and broker non-votes, which will be treated as shares that are present at the Meeting but which have not been voted, will assist a Fund in obtaining a quorum.

With respect to Series shares held in Eaton Vance individual retirement accounts, undirected shares will be voted by Eaton Vance or an affiliate in the same proportion as shares of that Fund for which instructions were received.

With respect to each Proposal, abstentions and broker non-votes, if any, have the effect of a negative vote on the Proposal. Please note that broker non-votes are not expected with respect to any Proposal because brokers are required to receive instructions from the beneficial owners or persons entitled to vote in order to submit proxies.

Adjournment. In the event that a quorum is not present at the Meeting, or if a quorum is present at the Meeting but sufficient votes by the shareholders of a Fund in favor of a Proposal have not been received, the persons named as proxies may propose one or more adjournments of the Meeting to permit further solicitation of proxies. Any such adjournment will require the affirmative vote of the holders of a majority of the shares of that Fund that are entitled to vote and present in person or by proxy at the session of the Meeting to be adjourned. The persons named as proxies will vote in favor of such adjournment those proxies which they are entitled to vote in favor of the Proposal for which further solicitation of proxies is to be made. They will vote against any such adjournment those proxies required to be voted against such Proposal. The costs of any such additional solicitation and of any adjourned session will be borne by EVC.

Other business. The Board knows of no matters other than those described in this Proxy Statement to be brought before the Meeting. If, however, any other matters properly come before the Meeting, proxies will be voted on such matters in accordance with the judgment of the persons named in the enclosed form of proxy.

Revocation of proxies. An executed proxy delivered to a Fund is revocable by the person giving it, prior to its exercise, by a signed writing filed with the Fund’s Secretary, by executing and delivering a later dated proxy, or by voting at the Meeting. If you hold Fund shares entitled to vote through an intermediary (such as a broker, bank, adviser or custodian), please consult with the intermediary regarding your ability to revoke voting instructions after they have been provided.

Information for VT Floating-Rate Income Fund

Voting Process. With respect to VT Floating-Rate Income Fund only, as of the Record Date, the Participating Insurance Companies were shareholders of record of VT Floating-Rate Income Fund. Each Participating Insurance Company will vote shares of VT Floating-Rate Income Fund held by it in accordance with voting instructions received from the Contract Owners for whose accounts the shares are held. Accordingly, with respect to VT Floating-Rate Income Fund, this Proxy Statement is also intended to be used by each Participating Insurance Company in obtaining these voting instructions from Contract Owners. In the event that a Contract Owner gives no instructions, the relevant Participating Insurance Company will vote the shares of VT Floating-Rate Income Fund attributable to the Contract Owner in the same proportion as shares of that Fund for which it has received instructions. One effect of this system of proportional voting is that, if only a small number of Contract Owners provide voting instructions, this small number of Contract Owners may determine the outcome of a vote for VT Floating-Rate Income Fund.

Contract Owner Instructions. Each Contract Owner is entitled to instruct his or her Participating Insurance Company as to how to vote its shares and can do so by marking voting instructions on the voting instruction form enclosed with this Proxy Statement and then signing, dating, and mailing the form in the envelope provided. If a voting instruction form is not marked to indicate voting instructions, but is signed, dated, and returned, it will be treated as an instruction to vote the shares in favor of the proposal. Each Participating Insurance Company will vote the shares for which it receives timely voting instructions from Contract Owners in accordance with those instructions and will vote those shares for which it receives no timely voting instructions for and against approval of a proposal, and as an abstention, in the same proportion as the shares for which it receives voting instructions. Shares attributable to accounts retained by each Participating Insurance Company will be voted in the same proportion as votes cast by Contract Owners. Accordingly, there are not expected to be any “broker non-votes.”

[Contract Owners have the opportunity to submit their voting instructions via the internet by using a program provided by a third party vendor hired by CRM or by automated telephone service. To use the internet, please access the internet address listed on your voting instruction form and follow the instructions on the internet site. To record your voting instructions via automated telephone service, use the toll-free number listed on your proxy card. The internet and telephone voting procedures are designed to authenticate Contract Owners’ identities, to allow Contract Owners to give their voting instructions and to confirm that their instructions have been recorded properly. Contract Owners voting via the internet should understand that there may be costs associated with electronic access, such as usage charges from internet access providers and telephone companies, that must be borne by the Contract Owners.]

Revocation of instructions. The giving of such voting instructions will not affect your right to vote in person should you decide to attend the Meeting. Any Contract Owner giving instructions to a Participating Insurance Company has the power to revoke such instructions by mail by providing superseding instructions. All properly executed voting instruction forms received in time for the Meeting will be voted as specified in the instructions.

Additional Meeting Information

Identification. If you are a record holder of Fund shares entitled to vote and plan to attend the Meeting in person, you must show a valid photo identification (such as a driver’s license) to gain admission to the Meeting. Please call 866-864-3926 for information on how to obtain directions to be able to attend the Meeting and vote in person. If you hold Fund shares entitled to vote through an intermediary and plan to attend the Meeting in person, you will be required to show a valid photo identification and authority to vote your shares (referred to as a “legal proxy”) to gain admission to the Meeting. You must contact your intermediary to obtain a legal proxy for your shares.

Date for receipt of shareholders’ proposals for subsequent meetings of shareholders. Your Fund does not regularly hold annual shareholder meetings, but may from time to time schedule special meetings. In accordance with the regulations of the SEC, in order to be eligible for inclusion in a Fund’s proxy statement for such a meeting, a shareholder proposal must be received a reasonable time before the fund prints and mails its proxy statement. A shareholder proposal intended to be presented at a future special meeting of shareholders of a Fund must be received at the principal offices of the Fund, c/o the Secretary of the Fund, Two International Place, Boston MA 02110, at a reasonable time before the Fund begins to print and mail its proxy materials. Timely submission of a proposal does not, however, necessarily guarantee that such proposal will be included in a proxy statement.

Proxy Solicitation and Tabulation. The expense of preparing, printing, and mailing this Proxy Statement and enclosures and the costs of soliciting proxies on behalf of the Board will be borne by EVC and not by the Funds. Proxies will be solicited by mail and may be solicited in person or by telephone or facsimile by officers of a Fund, by personnel of its administrator, the Adviser, by the transfer agent, BNY Mellon Investment Servicing (US) Inc. (“BNY”), by broker-dealer firms, or by a professional solicitation organization. EVC has retained Computershare Fund Services (“Computershare”), to assist in the solicitation of proxies, for which EVC will pay an estimated fee of approximately $[ ]. Estimated costs assume a moderate level of solicitation activity. If a greater solicitation effort is required, the solicitation costs would be higher. A written proxy may be delivered to a Fund or its transfer agent prior to the Meeting by facsimile machine, graphic communication equipment or similar electronic transmission. EVC will reimburse banks, broker-dealer firms, and other persons holding shares registered in their names or in the names of their nominees, for their expenses incurred in sending proxy material to and obtaining proxies from the beneficial owners of such shares. Total estimated proxy solicitation costs are approximately $[ ].

Shareholders may also choose to give their proxy votes by telephone using an automated telephonic voting system or through the internet rather than return their proxy cards. Please see the proxy card for details. A Fund may arrange for Eaton Vance, its affiliates or agents to contact shareholders who have not returned their proxy cards and offer to have votes recorded by telephone. If a Fund records votes over the internet or by telephone, it will use procedures designed to authenticate shareholders’ identities, to allow shareholders to authorize the voting of their shares in accordance with their instructions, and to confirm that their instructions have been properly recorded.

Convening the meeting. As part of our effort to maintain a safe and healthy environment at the Meeting, the Funds and the Boards are closely monitoring statements issued by the Centers for Disease Control and Prevention (cdc.gov) and local authorities regarding the novel coronavirus disease, COVID-19. For that reason, the Board of each Fund reserves the right to reconsider the date, time, and/or means of convening the Meeting for that Fund.  Subject to any restrictions imposed by applicable law, the Board(s) may choose to conduct the Meeting of one or more Funds solely by means of remote communications, or may hold a “hybrid” meeting where some participants attend in person and others attend by means of remote communications.  If the Board chooses to change the date, time, and/or means of convening the Meeting for a Fund, the Fund will publicly announce the decision to do so in advance, and details on how to participate will be issued by press release and filed with the SEC as additional proxy material.  Attendees are also encouraged to review guidance from public health authorities on this issue.

Duplicate mailings. As permitted by SEC rules, the Advisers’ policy is to send a single copy of the Proxy Statement to shareholders who share the same last name and address, unless a shareholder previously has requested otherwise. Separate proxy cards will be included with the Proxy Statement for each account registered at that address. If you would prefer to receive your own copy of the Proxy Statement, please call our proxy information line at 866-864-3926.

Financial information. Each Fund has previously sent its Annual Report and Semiannual Report to its shareholders. Each Fund will furnish without charge a copy of the Fund’s most recent Annual Report and the most recent Semiannual Report to any shareholder upon request. Shareholders desiring to obtain a copy of such reports should: (i) access them on Eaton Vance’s website at www.eatonvance.com; (ii) write to the Fund c/o Eaton Vance Management, Two International Place, Boston, MA 02110, Attn: Proxy Coordinator, Mutual Fund Services; or (iii) call 1-800-262-1122 Monday through Friday between 8:30 a.m. – 5:30 p.m. (Eastern Time).

Eaton Vance Management. Eaton Vance is the investment adviser of certain Funds and also serves as each Fund’s administrator.  Eaton Vance is a business trust organized under the laws of the Commonwealth of Massachusetts.  Eaton Vance, Inc. (“EV”) serves as sole trustee of Eaton Vance.  EV and Eaton Vance are wholly-owned subsidiaries of Eaton Vance Corp. (“EVC”), a publicly held Maryland corporation.  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 of the outstanding shares of EVC’s voting common stock are beneficially owned by certain officers of EVC or its subsidiaries and are deposited in a voting trust, the voting trustees of which are: Paul W. Bouchey, Mr. Faust, 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 Chan Lin Seto, John L. Shea, Eric A. Stein, John H. Streur, Andrew N. Sveen, Payson F. Swaffield, R. Kelly Williams and Matthew J. Witkos. The voting trustees have unrestricted voting rights for the election of directors of EVC. 

The names and principal occupations of the principal executive officers of Eaton Vance are listed below. The address for each director of Eaton Vance and each officer listed below is Two International Place, Boston, MA 02110.

Thomas E. Faust, Jr., President & Chief Executive Officer

Frederick S. Marius, Vice President & Chief Legal Officer

Laurie G. Hylton, Vice President & Chief Financial Officer

Richard F. Froio, Vice President & Chief Compliance Officer

Daniel C. Cataldo, Vice President & Chief Administrative Officer

Boston Management and Research. BMR is the investment adviser of certain Funds.  BMR is 99.9% owned by Eaton Vance, a Massachusetts business trust and 0.10% owned by Eaton Vance WaterOak Advisors (“WaterOak”), a Massachusetts business trust. EV serves as sole trustee of Eaton Vance. Each of Eaton Vance and WaterOak are wholly-owned by EVC. BMR is an indirect, wholly-owned subsidiary of EVC. The names and principal occupations of the principal executive officers of BMR are listed below.  The address for each officer listed below is Two International Place, Boston, MA 02110:

Thomas E. Faust, Jr., President & Chief Executive Officer

Frederick S. Marius, Vice President, Secretary & Chief Legal Officer

Laurie G. Hylton, Vice President & Chief Financial Officer

Richard F. Froio, Vice President & Chief Compliance Officer

Daniel C. Cataldo, Vice President &Chief Administrative Officer

Eaton Vance Distributors, Inc. Eaton Vance Distributors, Inc. (“EVD”) is the principal underwriter of each Series. The principal underwriter acts as principal in selling shares under a Distribution Agreement with the applicable Trust. The principal address for EVD is Two International Place, Boston, MA 02110.

Eaton Vance Advisers International Ltd. EVAIL is a wholly-owned subsidiary of Eaton Vance. Eaton Vance is a wholly-owned subsidiary of EVC. The names and principal occupations of the directors and principal executive officers of EVAIL are listed below. The address for each director and each officer listed below is 125 Old Broad Street, London, United Kingdom, EC2N 1AR:

Thomas E. Faust, Jr., Director

Tjalling J. Halbertsma, Director

Frederick S. Marius, Director

Meghann L. Clark, U.S. Chief Compliance Officer

Parametric Portfolio Associates LLC. Parametric is a wholly-owned subsidiary of EVC. The members of Parametric are Eaton Vance Acquisitions LLC (“EVA”), EVA Holdings, LLC (“EVA Holdings”), and Eaton Vance. EVC wholly owns EVA, EVA Holdings, and Eaton Vance. The names and principal occupations of the principal executive officers of Parametric are listed below. The address for each officer listed below is 800 Fifth Ave, Suite 2800, Seattle, WA 98104:

Brian D. Langstraat, Chief Executive Officer

Thomas E. Faust, Jr., President

Laurie G. Hylton, Treasurer

Frederick S. Marius, Chief Legal Officer and Secretary

Thomas Lee, Chief Investment Officer

Ranjit Kapila, Chief Technology Officer and Head of Operations

Randall S. Hegarty, Chief Compliance Officer

Goldman Sachs Asset Management, LP. GSAM is an indirect, wholly-owned subsidiary of The Goldman Sachs Group, Inc., a public company that is a bank holding company, financial holding company and a world-wide, full-service financial services organization. GSAM Holdings LLC is the general partner and principal owner of GSAM. The names and principal occupations of the directors and principal executive officers of GSAM are listed below. The address for each director and each officer listed below is 200 West Street, New York, NY 10282:

Ellen Randy Porges, General Counsel, Chief Legal Officer

Timothy Joseph O’Neill, Co-Chief Executive Officer

Eric Scott Lane, Co-Chief Executive Officer

Judith Leah Shandling, Chief Compliance Officer

Jacqueline Dupree Arthur, Chief Operating Officer

BMO Global Asset Management (Asia) Limited. BMO GAM (Asia) is a limited liability company incorporated in Hong Kong S.A.R. that provides portfolio management services specializing in Greater China equities strategies (trade name “LGM Investments”⁶), and index tracking strategies (trade name “BMO GAM (Asia) ETF”). BMO GAM (Asia) is wholly owned by the Bank of Montreal. The names and principal occupations of the directors and principal executive officers of BMO GAM (Asia) are listed below. The address for each director and each officer listed below is 3808 One Exchange Square Central Hong Kong:

Edgar N. Legzdins, Director

Albert C. Yu, Director

Ernest S. Chiu, Chief Financial Officer

Chung M. Wai, Chief Compliance Officer

Ying Lui, Director

___________________

⁶ LGM Investments is the trade name of BMO Global Asset Management (Asia) Limited.

Atlanta Capital Management Company, LLC. Atlanta Capital is a majority owned subsidiary of Eaton Vance Acquisitions, LLC, a wholly-owned subsidiary of EVC. Atlanta Capital employees maintain a minority interest in the ownership of the firm through an EVC-controlled limited partnership entity, Atlanta Capital, L.P. The names and principal occupations of the managers and principal executive officers of Atlanta Capital are listed below. The address for each manager and each officer listed below is 1075 Peachtree Street NE, Atlanta, GA 30309:

R. Kelly Williams, President, Chief Operating Officer & Manager

Charles B. Reed, Managing Director/Manager

Thomas E. Faust, Jr., EVA Manager

Frederick S. Marius, EVA Manager

Laurie G. Hylton, EVA Manager

Laura T. Donovan, Chief Compliance Officer

Hexavest Inc. Hexavest is organized as a corporation in Montreal, Quebec, Canada. The principal owner of Hexavest is Vital Proulx, who is also the Chairman of the Hexavest Board of Directors. Eaton Vance Management Canada Ltd., an affiliate of EVC, holds 49% of the voting stock of Hexavest. The other 51% of Hexavest’s voting stock is held by various Hexavest employees indirectly through a third party entity. The names and principal occupations of the directors and principal executive officers of Hexavest are listed below. The address for each director and each officer listed below is 1250 Rene-Levesque West Suite 4200, Montreal, Province Quebec, Canada, H3B 4W8:

Vital Proulx, Chairman of the Board & Chief Investment Officer

Denis Rivest, Director, Secretary & Chief Strategy Officer

Robert Brunelle, Director

Thomas E. Faust, Jr., Director

Marc Christopher Lavoie, President & Treasurer

Michel Lajoie, Chief Compliance Officer & Chief Legal Officer

Charles Gagne, Chief Operations Officer

Jean Francois Berube, Executive Vice President

Richard Bernstein Advisors LLC. RBA is a Delaware limited liability company. RBA is principally owned by Mr. Richard Bernstein. The names and principal occupations of the directors and principal executive officers of RBA are listed below. The address for each director and each officer listed below is 120 West 45^th Street 36^th Floor, New York, New York, 10036:

Richard Bernstein, Chief Executive Officer, Chief Investment Officer and Managing Member

Michael H. Meyer, Chief Compliance Officer

John R. Reagan, Chief Technology Officer

John J. McCombe, President and Director of Distribution

Barbara Tarbel, Chief Financial Officer

Phillip S. Goldfarb, Director of Trading

Matt Griswold, Director of Investments

Lisa Kirschner, Director of Research

Dan J. Suzuki, Deputy Chief Investment Officer

The Advisers and Sub-Advisers provide investment advisory services to other funds that may have investment objectives and policies similar to those of certain Funds. The table in Appendix V identifies these other funds and states their net assets and the management fees that they paid to the Advisers and Sub-Advisers during the fiscal years noted.

Payments to the Advisers, the Sub-Advisers, or Affiliates. Appendix W shows amounts paid to the Advisers, the Sub-Advisers, or any of their current or prospective affiliates during each Fund’s most recent fiscal year for the services noted. The Funds made no other material payments to the Advisers, the Sub-Advisers, or any of their current or prospective affiliates during the periods shown.

Limitation of Board Member Liability. Each Series’s organizational documents provide that the Series will indemnify its Board members and officers against liabilities and expenses incurred in connection with litigation in which they may be involved because of their offices with the Series. Each Series, at its expense, provides liability insurance for the benefit of its Board members and officers.

Board Members, Officers, and Other Information. All of the Funds’ officers, as well as Thomas E. Faust, Jr., a Board member who is an “interested person” (as defined in the 1940 Act) of the Funds, are employees of Eaton Vance or its affiliates. Because of their positions with Eaton Vance or its affiliates, the officers and interested Board members will benefit from any management fees, distribution fees, custodian fees, and investor servicing fees paid or allowed by the Funds. No Independent Board Member owns any securities or has any other material direct or indirect interest in an Adviser, the Sub-Advisers, or any other person controlling, controlled by or under common control with an Adviser or the Sub-Advisers, either currently or upon the Closing.

Appendix X lists the current Board members and officers of each Fund.

5% Ownership. As of [November 30], 2020, to the knowledge of the Funds, no person other than those listed in Appendix Y owned beneficially or of record 5% or more of the outstanding shares of any Fund.

Security Ownership of Management. Information regarding the ownership of Fund shares by Board members and officers of the Funds is set forth in Appendix Z.

Affiliated Broker Commissions. As a result of the Closing, broker-dealers affiliated with Morgan Stanley, including Morgan Stanley & Co. LLC and Morgan Stanley Smith Barney LLC, each will be considered an affiliated broker of each Fund. The aggregate amount of commissions paid to such affiliated brokers during each Fund’s most recently completed fiscal year, and the percentage of the Fund’s aggregate brokerage commissions paid to such affiliated brokers during such fiscal years, are listed in Appendix AA.

****************

Appendix A

FUNDS INCLUDED IN THE JOINT PROXY STATEMENT

Appendix B

NEW INVESTMENT ADVISORY AGREEMENTS AT SERIES LEVEL

Appendix C

PORTFOLIOS