UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act File Number: 811-21400
Eaton Vance Tax-Advantaged Dividend Income Fund
(Exact Name of Registrant as Specified in Charter)
Two International Place, Boston, Massachusetts 02110
(Address of Principal Executive Offices)
Maureen A. Gemma
Two International Place, Boston, Massachusetts 02110
(Name and Address of Agent for Services)
(617) 482-8260
(Registrant’s Telephone Number)
August 31
Date of Fiscal Year End
February 28, 2014
Date of Reporting Period
Item 1. Reports to Stockholders
Eaton Vance
Tax-Advantaged Dividend Income Fund (EVT)
Semiannual Report
February 28, 2014
Commodity Futures Trading Commission Registration. Effective December 31, 2012, the Commodity Futures Trading Commission (“CFTC”) adopted certain regulatory changes that subject registered investment companies and advisers to regulation by the CFTC if a fund invests more than a prescribed level of its assets in certain CFTC-regulated instruments (including futures, certain options and swap agreements) or markets itself as providing investment exposure to such instruments. The Fund has claimed an exclusion from the definition of the term “commodity pool operator” under the Commodity Exchange Act. Accordingly, neither the Fund nor the adviser with respect to the operation of the Fund is subject to CFTC regulation. Because of its management of other strategies, the Fund’s adviser is registered with the CFTC as a commodity pool operator and a commodity trading advisor.
Fund shares are not insured by the FDIC and are not deposits or other obligations of, or guaranteed by, any depository institution. Shares are subject to investment risks, including possible loss of principal invested.
Semiannual Report February 28, 2014
Eaton Vance
Tax-Advantaged Dividend Income Fund
Table of Contents
| Performance |
2 | |||
| Fund Profile |
3 | |||
| Endnotes and Additional Disclosures |
4 | |||
| Financial Statements |
5 | |||
| Officers and Trustees |
22 | |||
| Important Notices |
23 | |||
Eaton Vance
Tax-Advantaged Dividend Income Fund
February 28, 2014
Performance1,2
Portfolio Managers Walter A. Row, III, CFA, CMT, Michael A. Allison, CFA and John H. Croft, CFA
| % Average Annual Total Returns | Inception Date | Six Months | One Year | Five Years | Ten Years | |||||||||||||||
| Fund at NAV |
09/30/2003 | 15.65 | % | 20.17 | % | 26.02 | % | 8.24 | % | |||||||||||
| Fund at Market Price |
— | 14.24 | 13.32 | 28.54 | 7.27 | |||||||||||||||
| Russell 1000 Value Index |
— | 13.46 | % | 23.44 | % | 23.17 | % | 7.23 | % | |||||||||||
| BofA Merrill Lynch Fixed Rate Preferred Securities Index |
— | 5.35 | 0.03 | 18.99 | 2.13 | |||||||||||||||
| Blend of 70% Russell 1000 Value Index |
— | 11.07 | 16.09 | 22.13 | 6.00 | |||||||||||||||
| 30% BofA Merrill Lynch Fixed Rate Preferred Securities Index |
||||||||||||||||||||
| % Premium/Discount to NAV3 | ||||||||||||||||||||
| –10.69 | % | |||||||||||||||||||
| Distributions4 | ||||||||||||||||||||
| Total Distributions per share for the period |
$ | 0.645 | ||||||||||||||||||
| Distribution Rate at NAV |
5.92 | % | ||||||||||||||||||
| Distribution Rate at Market Price |
6.63 | % | ||||||||||||||||||
| % Total Leverage5 | ||||||||||||||||||||
| Borrowings |
21.97 | % | ||||||||||||||||||
See Endnotes and Additional Disclosures in this report.
Past performance is no guarantee of future results. Returns are historical and are calculated by determining the percentage change in net asset value (NAV) or market price (as applicable) with all distributions reinvested and includes management fees and other expenses. Fund performance at market price will differ from its results at NAV due to factors such as changing perceptions about the Fund, market conditions, fluctuations in supply and demand for Fund shares, or changes in Fund distributions. Investment return and principal value will fluctuate so that shares, when sold, may be worth more or less than their original cost. Performance less than one year is cumulative. Performance is for the stated time period only; due to market volatility, current Fund performance may be lower or higher than the quoted return. For performance as of the most recent month end, please refer to eatonvance.com.
| 2 |
Eaton Vance
Tax-Advantaged Dividend Income Fund
February 28, 2014
Fund Profile
See Endnotes and Additional Disclosures in this report.
| 3 |
Eaton Vance
Tax-Advantaged Dividend Income Fund
February 28, 2014
Endnotes and Additional Disclosures
| 4 |
Eaton Vance
Tax-Advantaged Dividend Income Fund
February 28, 2014
Portfolio of Investments (Unaudited)
| 5 | See Notes to Financial Statements. |
Eaton Vance
Tax-Advantaged Dividend Income Fund
February 28, 2014
Portfolio of Investments (Unaudited) — continued
| 6 | See Notes to Financial Statements. |
Eaton Vance
Tax-Advantaged Dividend Income Fund
February 28, 2014
Portfolio of Investments (Unaudited) — continued
| 7 | See Notes to Financial Statements. |
Eaton Vance
Tax-Advantaged Dividend Income Fund
February 28, 2014
Portfolio of Investments (Unaudited) — continued
| 8 | See Notes to Financial Statements. |
Eaton Vance
Tax-Advantaged Dividend Income Fund
February 28, 2014
Portfolio of Investments (Unaudited) — continued
| 9 | See Notes to Financial Statements. |
Eaton Vance
Tax-Advantaged Dividend Income Fund
February 28, 2014
Statement of Assets and Liabilities (Unaudited)
| Assets | February 28, 2014 | |||
| Unaffiliated investments, at value (identified cost, $1,732,770,472) |
$ | 1,987,693,010 | ||
| Affiliated investment, at value (identified cost, $30,393,552) |
30,393,552 | |||
| Cash |
1,446,372 | |||
| Restricted cash* |
1,531,800 | |||
| Foreign currency, at value (identified cost, $3,514,510) |
3,489,865 | |||
| Dividends and interest receivable |
20,529,962 | |||
| Interest receivable from affiliated investment |
4,100 | |||
| Receivable for investments sold |
2,186,853 | |||
| Tax reclaims receivable |
5,507,198 | |||
| Total assets |
$ | 2,052,782,712 | ||
| Liabilities | ||||
| Notes payable |
$ | 447,000,000 | ||
| Payable for investments purchased |
9,418,156 | |||
| Payable for when-issued securities |
6,342,375 | |||
| Payable for open forward foreign currency exchange contracts |
1,018,955 | |||
| Payable for closed forward foreign currency exchange contracts |
295,554 | |||
| Payable to affiliate: |
||||
| Investment adviser fee |
1,289,706 | |||
| Accrued expenses |
185,255 | |||
| Total liabilities |
$ | 465,550,001 | ||
| Net Assets |
$ | 1,587,232,711 | ||
| Sources of Net Assets | ||||
| Common shares, $0.01 par value, unlimited number of shares authorized, 72,835,900 shares issued and outstanding |
$ | 728,359 | ||
| Additional paid-in capital |
1,382,213,413 | |||
| Accumulated net realized loss |
(83,097,475 | ) | ||
| Accumulated undistributed net investment income |
32,337,795 | |||
| Net unrealized appreciation |
255,050,619 | |||
| Net Assets |
$ | 1,587,232,711 | ||
| Net Asset Value | ||||
| ($1,587,232,711 ÷ 72,835,900 common shares issued and outstanding) |
$ | 21.79 | ||
| * | Represents restricted cash on deposit at the custodian for open derivative contracts. |
| 10 | See Notes to Financial Statements. |
Eaton Vance
Tax-Advantaged Dividend Income Fund
February 28, 2014
Statement of Operations (Unaudited)
| Investment Income | Six Months Ended February 28, 2014 |
|||
| Dividends (net of foreign taxes, $710,343) |
$ | 71,796,673 | ||
| Interest |
4,773,500 | |||
| Interest income allocated from affiliated investment |
18,732 | |||
| Expenses allocated from affiliated investment |
(2,005 | ) | ||
| Total investment income |
$ | 76,586,900 | ||
| Expenses | ||||
| Investment adviser fee |
$ | 8,205,861 | ||
| Trustees’ fees and expenses |
34,000 | |||
| Custodian fee |
254,287 | |||
| Transfer and dividend disbursing agent fees |
9,290 | |||
| Legal and accounting services |
55,785 | |||
| Printing and postage |
74,172 | |||
| Interest expense and fees |
1,724,403 | |||
| Miscellaneous |
67,540 | |||
| Total expenses |
$ | 10,425,338 | ||
| Deduct — |
||||
| Reduction of custodian fee |
$ | 174 | ||
| Total expense reductions |
$ | 174 | ||
| Net expenses |
$ | 10,425,164 | ||
| Net investment income |
$ | 66,161,736 | ||
| Realized and Unrealized Gain (Loss) | ||||
| Net realized gain (loss) — |
||||
| Investment transactions |
$ | 150,978,230 | ||
| Investment transactions allocated from affiliated investment |
139 | |||
| Proceeds from securities litigation settlements |
1,424,224 | |||
| Foreign currency and forward foreign currency exchange contract transactions |
(5,220,534 | ) | ||
| Net realized gain |
$ | 147,182,059 | ||
| Change in unrealized appreciation (depreciation) — |
||||
| Investments |
$ | 2,029,642 | ||
| Foreign currency and forward foreign currency exchange contracts |
(1,176,492 | ) | ||
| Net change in unrealized appreciation (depreciation) |
$ | 853,150 | ||
| Net realized and unrealized gain |
$ | 148,035,209 | ||
| Net increase in net assets from operations |
$ | 214,196,945 | ||
| 11 | See Notes to Financial Statements. |
Eaton Vance
Tax-Advantaged Dividend Income Fund
February 28, 2014
Statements of Changes in Net Assets
| Increase (Decrease) in Net Assets | Six Months Ended February 28, 2014 |
Year Ended August 31, 2013 |
||||||
| From operations — |
||||||||
| Net investment income |
$ | 66,161,736 | $ | 101,201,402 | ||||
| Net realized gain from investment, foreign currency and forward foreign currency exchange contract transactions |
147,182,059 | 75,567,436 | ||||||
| Net change in unrealized appreciation (depreciation) from investments, foreign currency and forward foreign currency exchange contracts |
853,150 | 4,577,541 | ||||||
| Net increase in net assets from operations |
$ | 214,196,945 | $ | 181,346,379 | ||||
| Distributions to shareholders — |
||||||||
| From net investment income |
$ | (46,979,155 | ) | $ | (93,958,310 | ) | ||
| Total distributions |
$ | (46,979,155 | ) | $ | (93,958,310 | ) | ||
| Net increase in net assets |
$ | 167,217,790 | $ | 87,388,069 | ||||
| Net Assets | ||||||||
| At beginning of period |
$ | 1,420,014,921 | $ | 1,332,626,852 | ||||
| At end of period |
$ | 1,587,232,711 | $ | 1,420,014,921 | ||||
| Accumulated undistributed net investment income included in net assets |
||||||||
| At end of period |
$ | 32,337,795 | $ | 13,155,214 | ||||
| 12 | See Notes to Financial Statements. |
Eaton Vance
Tax-Advantaged Dividend Income Fund
February 28, 2014
Statement of Cash Flows (Unaudited)
| Cash Flows From Operating Activities | Six Months Ended February 28, 2014 |
|||
| Net increase in net assets from operations |
$ | 214,196,945 | ||
| Adjustments to reconcile net increase in net assets from operations to net cash provided by operating activities: |
||||
| Investments purchased |
(735,469,731 | ) | ||
| Investments sold |
747,882,521 | |||
| Increase in short-term investments, net |
(14,462,642 | ) | ||
| Net amortization/accretion of premium (discount) |
38,614 | |||
| Increase in restricted cash |
(55,800 | ) | ||
| Increase in dividends and interest receivable |
(12,217,971 | ) | ||
| Increase in interest receivable from affiliated investment |
(2,422 | ) | ||
| Decrease in receivable for open forward foreign currency exchange contracts |
950,637 | |||
| Increase in tax reclaims receivable |
(242,137 | ) | ||
| Increase in payable for open forward foreign currency exchange contracts |
1,018,955 | |||
| Increase in payable for closed forward foreign currency exchange contracts |
295,554 | |||
| Decrease in payable to affiliate for investment adviser fee |
(83,618 | ) | ||
| Decrease in accrued expenses |
(355,875 | ) | ||
| Net change in unrealized (appreciation) depreciation from investments |
(2,029,642 | ) | ||
| Net realized gain from investments |
(150,978,230 | ) | ||
| Net cash provided by operating activities |
$ | 48,485,158 | ||
| Cash Flows From Financing Activities | ||||
| Distributions paid to common shareholders, net of reinvestments |
$ | (46,979,155 | ) | |
| Net cash used in financing activities |
$ | (46,979,155 | ) | |
| Net increase in cash* |
$ | 1,506,003 | ||
| Cash at beginning of period(1) |
$ | 3,430,234 | ||
| Cash at end of period(1) |
$ | 4,936,237 | ||
| Supplemental disclosure of cash flow information: | ||||
| Cash paid for interest and fees on borrowings |
$ | 2,026,643 | ||
| (1) | Balance includes foreign currency, at value. |
| * | Includes net change in unrealized appreciation (depreciation) on foreign currency of $32,920. |
| 13 | See Notes to Financial Statements. |
Eaton Vance
Tax-Advantaged Dividend Income Fund
February 28, 2014
Financial Highlights
Selected data for a common share outstanding during the periods stated
| Six Months Ended February 28, 2014 (Unaudited) |
Year Ended August 31, | |||||||||||||||||||||||
| 2013 | 2012 | 2011 | 2010 | 2009 | ||||||||||||||||||||
| Net asset value — Beginning of period (Common shares) |
$ | 19.500 | $ | 18.300 | $ | 16.780 | $ | 15.950 | $ | 15.320 | $ | 24.320 | ||||||||||||
| Income (Loss) From Operations | ||||||||||||||||||||||||
| Net investment income(1) |
$ | 0.908 | $ | 1.389 | $ | 1.202 | $ | 1.354 | (2) | $ | 1.331 | $ | 1.227 | |||||||||||
| Net realized and unrealized gain (loss) |
2.027 | 1.101 | 1.608 | 0.766 | 0.589 | (8.757 | ) | |||||||||||||||||
| Total income (loss) from operations |
$ | 2.935 | $ | 2.490 | $ | 2.810 | $ | 2.120 | $ | 1.920 | $ | (7.530 | ) | |||||||||||
| Less Distributions to Common Shareholders | ||||||||||||||||||||||||
| From net investment income |
$ | (0.645 | ) | $ | (1.290 | ) | $ | (1.290 | ) | $ | (1.290 | ) | $ | (1.290 | ) | $ | (1.470 | ) | ||||||
| Total distributions to common shareholders |
$ | (0.645 | ) | $ | (1.290 | ) | $ | (1.290 | ) | $ | (1.290 | ) | $ | (1.290 | ) | $ | (1.470 | ) | ||||||
| Net asset value — End of period (Common shares) |
$ | 21.79 | $ | 19.500 | $ | 18.300 | $ | 16.780 | $ | 15.950 | $ | 15.320 | ||||||||||||
| Market value — End of period (Common shares) |
$ | 19.460 | $ | 17.630 | $ | 16.600 | $ | 15.160 | $ | 14.750 | $ | 13.920 | ||||||||||||
| Total Investment Return on Net Asset Value(3) |
15.65 | %(4) | 14.45 | % | 18.42 | % | 13.58 | % | 13.25 | % | (28.38 | )% | ||||||||||||
| Total Investment Return on Market Value(3) |
14.24 | %(4) | 14.09 | % | 18.87 | % | 10.96 | % | 15.26 | % | (24.81 | )% | ||||||||||||
| Ratios/Supplemental Data | ||||||||||||||||||||||||
| Net assets applicable to common shares, end of period (000’s omitted) |
$ | 1,587,233 | $ | 1,420,015 | $ | 1,332,627 | $ | 1,222,187 | $ | 1,161,717 | $ | 1,116,175 | ||||||||||||
| Ratios (as a percentage of average daily net assets applicable to common shares): |
||||||||||||||||||||||||
| Expenses excluding interest and fees(5) |
1.16 | %(6) | 1.19 | % | 1.23 | % | 1.13 | % | 1.04 | % | 1.07 | % | ||||||||||||
| Interest and fee expense |
0.23 | %(6) | 0.30 | % | 0.45 | % | 0.36 | % | 0.39 | % | 0.99 | % | ||||||||||||
| Total expenses |
1.39 | %(6) | 1.49 | % | 1.68 | % | 1.49 | % | 1.43 | % | 2.06 | % | ||||||||||||
| Net investment income |
8.82 | %(6) | 7.14 | % | 6.93 | % | 7.47 | %(2) | 8.09 | % | 8.66 | % | ||||||||||||
| Portfolio Turnover |
37 | %(4) | 84 | % | 94 | % | 86 | % | 117 | % | 76 | % | ||||||||||||
| Senior Securities: |
||||||||||||||||||||||||
| Total notes payable outstanding (in 000’s) |
$ | 447,000 | $ | 447,000 | $ | 447,000 | $ | 447,000 | $ | 340,000 | $ | 340,000 | ||||||||||||
| Asset coverage per $1,000 of notes payable(7) |
$ | 4,551 | $ | 4,177 | $ | 3,981 | $ | 3,734 | $ | 4,417 | $ | 4,283 | ||||||||||||
| (1) | Computed using average common shares outstanding. |
| (2) | Net investment income per share reflects special dividends which amounted to $0.191 per share. Excluding special dividends, the ratio of net investment income to average daily net assets applicable to common shares would have been 6.41%. |
| (3) | Returns are historical and are calculated by determining the percentage change in net asset value or market value with all distributions reinvested. Distributions are assumed to be reinvested at prices obtained under the Fund’s dividend reinvestment plan. |
| (4) | Not annualized. |
| (5) | Excludes the effect of custody fee credits, if any, of less than 0.005%. |
| (6) | Annualized. |
| (7) | Calculated by subtracting the Fund’s total liabilities (not including the notes payable) from the Fund’s total assets, and dividing the result by the notes payable balance in thousands. |
| 14 | See Notes to Financial Statements. |
Eaton Vance
Tax-Advantaged Dividend Income Fund
February 28, 2014
Notes to Financial Statements (Unaudited)
1 Significant Accounting Policies
Eaton Vance Tax-Advantaged Dividend Income Fund (the Fund) is a Massachusetts business trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as a diversified, closed-end management investment company. The Fund’s investment objective is to provide a high level of after-tax total return consisting primarily of tax-advantaged dividend income and capital appreciation. The Fund pursues its objective by investing primarily in dividend-paying common and preferred stocks.
The following is a summary of significant accounting policies of the Fund. The policies are in conformity with accounting principles generally accepted in the United States of America.
A Investment Valuation — The following methodologies are used to determine the market value or fair value of investments.
Equity Securities. Equity securities (including common shares of closed-end investment companies) listed on a U.S. securities exchange generally are valued at the last sale or closing price on the day of valuation or, if no sales took place on such date, at the mean between the closing bid and asked prices therefore on the exchange where such securities are principally traded. Equity securities listed on the NASDAQ Global or Global Select Market generally are valued at the NASDAQ official closing price. Unlisted or listed securities for which closing sales prices or closing quotations are not available are valued at the mean between the latest available bid and asked prices or, in the case of preferred equity securities that are not listed or traded in the over-the-counter market, by a third party pricing service that will use various techniques that consider factors including, but not limited to, prices or yields of securities with similar characteristics, benchmark yields, broker/dealer quotes, quotes of underlying common stock, issuer spreads, as well as industry and economic events. The value of preferred equity securities that are valued by a pricing service on a bond basis will be adjusted by an income factor, to be determined by the investment adviser, to reflect the next anticipated regular dividend.
Debt Obligations. Debt obligations (including short-term obligations with a remaining maturity of more than sixty days) are generally valued on the basis of valuations provided by third party pricing services, as derived from such services’ pricing models. Inputs to the models may include, but are not limited to, reported trades, executable bid and asked prices, broker/dealer quotations, prices or yields of securities with similar characteristics, benchmark curves or information pertaining to the issuer, as well as industry and economic events. The pricing services may use a matrix approach, which considers information regarding securities with similar characteristics to determine the valuation for a security. Short-term obligations purchased with a remaining maturity of sixty days or less are generally valued at amortized cost, which approximates market value.
Foreign Securities and Currencies. Foreign securities and currencies are valued in U.S. dollars, based on foreign currency exchange rate quotations supplied by a third party pricing service. The pricing service uses a proprietary model to determine the exchange rate. Inputs to the model include reported trades and implied bid/ask spreads. The daily valuation of exchange-traded foreign securities generally is determined as of the close of trading on the principal exchange on which such securities trade. Events occurring after the close of trading on foreign exchanges may result in adjustments to the valuation of foreign securities to more accurately reflect their fair value as of the close of regular trading on the New York Stock Exchange. When valuing foreign equity securities that meet certain criteria, the Fund’s Trustees have approved the use of a fair value service that values such securities to reflect market trading that occurs after the close of the applicable foreign markets of comparable securities or other instruments that have a strong correlation to the fair-valued securities.
Derivatives. Forward foreign currency exchange contracts are generally valued at the mean of the average bid and average asked prices that are reported by currency dealers to a third party pricing service at the valuation time. Such third party pricing service valuations are supplied for specific settlement periods and the Fund’s forward foreign currency exchange contracts are valued at an interpolated rate between the closest preceding and subsequent settlement period reported by the third party pricing service.
Affiliated Fund. The Fund may invest in Eaton Vance Cash Reserves Fund, LLC (Cash Reserves Fund), an affiliated investment company managed by Eaton Vance Management (EVM). The value of the Fund’s investment in Cash Reserves Fund reflects the Fund’s proportionate interest in its net assets. Cash Reserves Fund generally values its investment securities utilizing the amortized cost valuation technique in accordance with Rule 2a-7 under the 1940 Act. This technique involves initially valuing a portfolio security at its cost and thereafter assuming a constant amortization to maturity of any discount or premium. If amortized cost is determined not to approximate fair value, Cash Reserves Fund may value its investment securities in the same manner as debt obligations described above.
Fair Valuation. Investments for which valuations or market quotations are not readily available or are deemed unreliable are valued at fair value using methods determined in good faith by or at the direction of the Trustees of the Fund in a manner that fairly reflects the security’s value, or the amount that the Fund might reasonably expect to receive for the security upon its current sale in the ordinary course. Each such determination is based on a consideration of relevant factors, which are likely to vary from one pricing context to another. These factors may include, but are not limited to, the type of security, the existence of any contractual restrictions on the security’s disposition, the price and extent of public trading in similar securities of the issuer or of comparable companies or entities, quotations or relevant information obtained from broker/dealers or other market participants, information obtained from the issuer, analysts, and/or the appropriate stock exchange (for exchange-traded securities), an analysis of the company’s or entity’s financial condition, and an evaluation of the forces that influence the issuer and the market(s) in which the security is purchased and sold.
B Investment Transactions — Investment transactions for financial statement purposes are accounted for on a trade date basis. Realized gains and losses on investments sold are determined on the basis of identified cost.
C Income — Dividend income is recorded on the ex-dividend date for dividends received in cash and/or securities. However, if the ex-dividend date has passed, certain dividends from foreign securities are recorded as the Fund is informed of the ex-dividend date. Withholding taxes on foreign dividends and
| 15 |
Eaton Vance
Tax-Advantaged Dividend Income Fund
February 28, 2014
Notes to Financial Statements (Unaudited) — continued
capital gains have been provided for in accordance with the Fund’s understanding of the applicable countries’ tax rules and rates. Interest income is recorded on the basis of interest accrued, adjusted for amortization of premium or accretion of discount.
D Federal Taxes — The Fund’s policy is to comply with the provisions of the Internal Revenue Code applicable to regulated investment companies and to distribute to shareholders each year substantially all of its net investment income, and all or substantially all of its net realized capital gains. Accordingly, no provision for federal income or excise tax is necessary.
At August 31, 2013, the Fund, for federal income tax purposes, had a capital loss carryforward of $211,855,009 which will reduce its taxable income arising from future net realized gains on investment transactions, if any, to the extent permitted by the Internal Revenue Code, and thus will reduce the amount of distributions to shareholders, which would otherwise be necessary to relieve the Fund of any liability for federal income or excise tax. Such capital loss carryforward will expire on August 31, 2017 ($655,404) and August 31, 2018 ($211,199,605). In addition, such capital loss carryforward cannot be utilized prior to the utilization of new capital losses, if any, created after August 31, 2013.
Additionally, at August 31, 2013, the Fund had a net capital loss of $16,404,209 attributable to security transactions incurred after October 31, 2012. This net capital loss is treated as arising on the first day of the Fund’s taxable year ending August 31, 2014.
As of February 28, 2014, the Fund had no uncertain tax positions that would require financial statement recognition, de-recognition, or disclosure. The Fund files a U.S. federal income tax return annually after its fiscal year-end, which is subject to examination by the Internal Revenue Service for a period of three years from the date of filing.
E Expense Reduction — State Street Bank and Trust Company (SSBT) serves as custodian of the Fund. Pursuant to the custodian agreement, SSBT receives a fee reduced by credits, which are determined based on the average daily cash balance the Fund maintains with SSBT. All credit balances, if any, used to reduce the Fund’s custodian fees are reported as a reduction of expenses in the Statement of Operations.
F Foreign Currency Translation — Investment valuations, other assets, and liabilities initially expressed in foreign currencies are translated each business day into U.S. dollars based upon current exchange rates. Purchases and sales of foreign investment securities and income and expenses denominated in foreign currencies are translated into U.S. dollars based upon currency exchange rates in effect on the respective dates of such transactions. Recognized gains or losses on investment transactions attributable to changes in foreign currency exchange rates are recorded for financial statement purposes as net realized gains and losses on investments. That portion of unrealized gains and losses on investments that results from fluctuations in foreign currency exchange rates is not separately disclosed.
G Use of Estimates — The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expense during the reporting period. Actual results could differ from those estimates.
H Indemnifications — Under the Fund’s organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the performance of their duties to the Fund. Under Massachusetts law, if certain conditions prevail, shareholders of a Massachusetts business trust (such as the Fund) could be deemed to have personal liability for the obligations of the Fund. However, the Fund’s Declaration of Trust contains an express disclaimer of liability on the part of Fund shareholders and the By-laws provide that the Fund shall assume the defense on behalf of any Fund shareholders. Moreover, the By-laws also provide for indemnification out of Fund property of any shareholder held personally liable solely by reason of being or having been a shareholder for all loss or expense arising from such liability. Additionally, in the normal course of business, the Fund enters into agreements with service providers that may contain indemnification clauses. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred.
I Forward Foreign Currency Exchange Contracts — The Fund may enter into forward foreign currency exchange contracts for the purchase or sale of a specific foreign currency at a fixed price on a future date. The forward foreign currency exchange contracts are adjusted by the daily exchange rate of the underlying currency and any gains or losses are recorded as unrealized until such time as the contracts have been closed. Risks may arise upon entering these contracts from the potential inability of counterparties to meet the terms of their contracts and from movements in the value of a foreign currency relative to the U.S. dollar.
J Statement of Cash Flows — The cash amount shown in the Statement of Cash Flows of the Fund is the amount included in the Fund’s Statement of Assets and Liabilities and represents the unrestricted cash on hand at its custodian and does not include any short-term investments.
K Interim Financial Statements — The interim financial statements relating to February 28, 2014 and for the six months then ended have not been audited by an independent registered public accounting firm, but in the opinion of the Fund’s management, reflect all adjustments, consisting only of normal recurring adjustments, necessary for the fair presentation of the financial statements.
2 Distributions to Shareholders
The Fund intends to make monthly distributions of net investment income to common shareholders. In addition, at least annually, the Fund intends to distribute all or substantially all of its net realized capital gains (reduced by available capital loss carryforwards from prior years). Distributions are recorded
| 16 |
Eaton Vance
Tax-Advantaged Dividend Income Fund
February 28, 2014
Notes to Financial Statements (Unaudited) — continued
on the ex-dividend date. The Fund distinguishes between distributions on a tax basis and a financial reporting basis. Accounting principles generally accepted in the United States of America require that only distributions in excess of tax basis earnings and profits be reported in the financial statements as a return of capital. Permanent differences between book and tax accounting relating to distributions are reclassified to paid-in capital. For tax purposes, distributions from short-term capital gains are considered to be from ordinary income.
3 Investment Adviser Fee and Other Transactions with Affiliates
The investment adviser fee is earned by EVM as compensation for management and investment advisory services rendered to the Fund. Pursuant to the investment advisory agreement and subsequent fee reduction agreement, the fee is computed at an annual rate of 0.85% of the Fund’s average daily gross assets up to and including $1.5 billion, 0.83% over $1.5 billion up to and including $3 billion, and at reduced rates as daily gross assets exceed $3 billion and is payable monthly. Gross assets as referred to herein represent net assets plus obligations attributable to investment leverage. The fee reduction cannot be terminated without the consent of the Trustees and shareholders. For the six months ended February 28, 2014, the Fund’s investment adviser fee amounted to $8,205,861 or 0.85% (annualized) of the Fund’s average daily gross assets. EVM also serves as administrator of the Fund, but receives no compensation. The Fund invests its cash in Cash Reserves Fund. EVM does not currently receive a fee for advisory services provided to Cash Reserves Fund.
Trustees and officers of the Fund who are members of EVM’s organization receive remuneration for their services to the Fund out of the investment adviser fee. Trustees of the Fund who are not affiliated with EVM may elect to defer receipt of all or a percentage of their annual fees in accordance with the terms of the Trustees Deferred Compensation Plan. For the six months ended February 28, 2014, no significant amounts have been deferred. Certain officers and Trustees of the Fund are officers of EVM.
4 Purchases and Sales of Investments
Purchases and sales of investments, other than short-term obligations, aggregated $701,833,562 and $715,547,100, respectively, for the six months ended February 28, 2014.
5 Common Shares of Beneficial Interest
The Fund may issue common shares pursuant to its dividend reinvestment plan. There were no transactions in common shares issued by the Fund for the six months ended February 28, 2014 and the year ended August 31, 2013.
On November 11, 2013, the Board of Trustees of the Fund authorized the repurchase by the Fund of up to 10% of its then currently outstanding common shares in open-market transactions at a discount to net asset value. The repurchase program does not obligate the Fund to purchase a specific amount of shares. There were no repurchases of common shares by the Trust for the six months ended February 28, 2014.
6 Federal Income Tax Basis of Investments
The cost and unrealized appreciation (depreciation) of investments of the Fund at February 28, 2014, as determined on a federal income tax basis, were as follows:
| Aggregate cost |
$ | 1,763,441,358 | ||
| Gross unrealized appreciation |
$ | 307,483,272 | ||
| Gross unrealized depreciation |
(52,838,068 | ) | ||
| Net unrealized appreciation |
$ | 254,645,204 | ||
7 Financial Instruments
The Fund may trade in financial instruments with off-balance sheet risk in the normal course of its investing activities. These financial instruments may include forward foreign currency exchange contracts and may involve, to a varying degree, elements of risk in excess of the amounts recognized for financial statement purposes. The notional or contractual amounts of these instruments represent the investment the Fund has in particular classes of financial instruments and do not necessarily represent the amounts potentially subject to risk. The measurement of the risks associated with these instruments is meaningful only when all related and offsetting transactions are considered.
| 17 |
Eaton Vance
Tax-Advantaged Dividend Income Fund
February 28, 2014
Notes to Financial Statements (Unaudited) — continued
A summary of obligations under these financial instruments at February 28, 2014 is as follows:
| Forward Foreign Currency Exchange Contracts | ||||||||||||||||||
| Settlement Date | Deliver | In Exchange For | Counterparty | Unrealized Appreciation |
Unrealized (Depreciation) |
Net Unrealized Depreciation |
||||||||||||
| 3/31/14 | British Pound Sterling 6,755,000 |
United States Dollar 11,253,830 | Citibank NA | $ | — | $ | (55,468 | ) | $ | (55,468 | ) | |||||||
| 3/31/14 | British Pound Sterling 6,755,000 |
United States Dollar 11,254,607 | Standard Chartered Bank | — | (54,691 | ) | (54,691 | ) | ||||||||||
| 3/31/14 | British Pound Sterling 6,755,000 |
United States Dollar 11,251,229 | State Street Bank and Trust Co. | — | (58,068 | ) | (58,068 | ) | ||||||||||
| 3/31/14 | Euro 22,169,000 |
United States Dollar 30,315,708 | Citibank NA | — | (283,591 | ) | (283,591 | ) | ||||||||||
| 3/31/14 | Euro 22,169,000 |
United States Dollar 30,317,903 | Standard Chartered Bank | — | (281,396 | ) | (281,396 | ) | ||||||||||
| 3/31/14 | Euro 22,169,000 |
United States Dollar 30,313,558 | State Street Bank and Trust Co. | — | (285,741 | ) | (285,741 | ) | ||||||||||
| $ | — | $ | (1,018,955 | ) | $ | (1,018,955 | ) | |||||||||||
At February 28, 2014, the Fund had sufficient cash and/or securities to cover commitments under these contracts.
The Fund is subject to foreign exchange risk in the normal course of pursuing its investment objectives. Because the Fund holds foreign currency denominated investments, the value of these investments and related receivables and payables may change due to future changes in foreign currency exchange rates. To hedge against this risk, the Fund enters into forward foreign currency exchange contracts.
The Fund enters into forward foreign currency exchange contracts that may contain provisions whereby the counterparty may terminate the contract under certain conditions, including but not limited to a decline in the Fund’s net assets below a certain level over a certain period of time, which would trigger a payment by the Fund for those derivatives in a liability position. At February 28, 2014, the fair value of derivatives with credit-related contingent features in a net liability position was $1,018,955. The aggregate fair value of assets pledged as collateral by the Fund for such liability was $1,531,800 at February 28, 2014.
The over-the-counter (OTC) derivatives in which the Fund invests are subject to the risk that the counterparty to the contract fails to perform its obligations under the contract. To mitigate this risk, the Fund has entered into an International Swaps and Derivatives Association, Inc. Master Agreement (“ISDA Master Agreement”) or similar agreement with substantially all its derivative counterparties. An ISDA Master Agreement is a bilateral agreement between the Fund and a counterparty that governs certain OTC derivatives and typically contains, among other things, set-off provisions in the event of a default and/or termination event as defined under the relevant ISDA Master Agreement. Under an ISDA Master Agreement, the Fund may, under certain circumstances, offset with the counterparty certain derivative financial instruments’ payables and/or receivables with collateral held and/or posted and create one single net payment. The provisions of the ISDA Master Agreement typically permit a single net payment in the event of default including the bankruptcy or insolvency of the counterparty. However, bankruptcy or insolvency laws of a particular jurisdiction may impose restrictions on or prohibitions against the right of offset in bankruptcy or insolvency. Certain ISDA Master Agreements allow counterparties to OTC derivatives to terminate derivative contracts prior to maturity in the event the Fund’s net assets decline by a stated percentage or the Fund fails to meet the terms of its ISDA Master Agreement, which would cause the counterparty to accelerate payment by the Fund of any net liability owed to it.
The collateral requirements for derivatives traded under an ISDA Master Agreement are governed by a Credit Support Annex to the ISDA Master Agreement. Collateral requirements are determined at the close of business each day and are typically based on changes in market values for each transaction under an ISDA Master Agreement and netted into one amount for such agreement. Generally, the amount of collateral due from or to a counterparty is subject to a minimum transfer threshold amount before a transfer is required, which may vary by counterparty. Collateral pledged for the benefit of the Fund and/or counterparty is held in segregated accounts by the Fund’s custodian and cannot be sold, re-pledged, assigned or otherwise used while pledged. The portion of such collateral representing cash, if any, is reflected as restricted cash and, in the case of cash pledged by a counterparty for the benefit of the Fund, a corresponding liability on the Statement of Assets and Liabilities. Securities pledged by the Fund as collateral, if any, are identified as such in the Portfolio of Investments.
| 18 |
Eaton Vance
Tax-Advantaged Dividend Income Fund
February 28, 2014
Notes to Financial Statements (Unaudited) — continued
The fair value of open derivative instruments (not considered to be hedging instruments for accounting disclosure purposes) and whose primary underlying risk exposre is foreign exchange risk at February 28, 2014 was as follows:
| Fair Value | ||||||||
| Derivative | Asset Derivative | Liability Derivative | ||||||
| Forward foreign currency exchange contracts |
$ | — | $ | (1,018,955 | )(1) | |||
| (1) | Statement of Assets and Liabilities location: Payable for open forward foreign currency exchange contracts; Net unrealized appreciation. |
During the current reporting period, the Fund adopted the new disclosure requirements for offsetting assets and liabilities pursuant to which an entity is required to disclose both gross and net information for assets and liabilities related to derivatives, repurchase and reverse repurchase agreements, and securities lending and securities borrowing transactions that are eligible for offset or subject to an enforceable master netting or similar agreement. The Fund’s derivative assets and liabilities at fair value by type, which are reported gross in the Statement of Assets and Liabilities, are presented in the table above. The following table presents the Fund’s derivative liabilities by counterparty, net of amounts available for offset under a master netting agreement and net of the related collateral pledged by the Fund for liabilities as of February 28, 2014.
| Counterparty | Derivative Liabilities Subject to Master Netting Agreement |
Derivatives Available for Offset |
Non-cash Collateral Pledged(a) |
Cash Collateral Pledged(a) |
Net Amount of Derivative Liabilities(b) |
|||||||||||||||
| Citibank NA | $ | (339,059 | ) | $ | — | $ | — | $ | 339,059 | $ | — | |||||||||
| Standard Chartered Bank | (336,087 | ) | — | — | 336,087 | — | ||||||||||||||
| State Street Bank and Trust Co. | (343,809 | ) | — | — | 343,809 | — | ||||||||||||||
| $ | (1,018,955 | ) | $ | — | $ | — | $ | 1,018,955 | $ | — | ||||||||||
| (a) | In some instances, the actual collateral received and/or pledged may be more than the amount shown due to overcollateralization. |
| (b) | Net amount represents the net amount payable to the counterparty in the event of default. |
The effect of derivative instruments (not considered to be hedging instruments for accounting disclosure purposes) on the Statement of Operations and whose primary underlying risk exposure is foreign exchange risk for the six months ended February 28, 2014 was as follows:
| Derivative | Realized Gain (Loss) on Derivatives Recognized in Income |
Change in Unrealized Appreciation (Depreciation) on Derivatives Recognized in Income |
||||||
| Forward foreign currency exchange contracts |
$ | (4,714,899 | )(1) | $ | (1,969,592 | )(2) | ||
| (1) | Statement of Operations location: Net realized gain (loss) – Foreign currency and forward foreign currency exchange contract transactions. |
| (2) | Statement of Operations location: Change in unrealized appreciation (depreciation) – Foreign currency and forward foreign currency exchange contracts. |
The average notional amount of forward foreign currency exchange contracts outstanding during the six months ended February 28, 2014, which is indicative of the volume of this derivative type, was approximately $167,686,000.
| 19 |
Eaton Vance
Tax-Advantaged Dividend Income Fund
February 28, 2014
Notes to Financial Statements (Unaudited) — continued
8 Committed Facility Agreement
The Fund entered into a Committed Facility Agreement (the Agreement) with a major financial institution that allows it to borrow up to $525 million over a rolling 180 calendar day period. Interest is charged at a rate above 1-month LIBOR and is payable monthly. The Fund is charged a commitment fee of 0.25% per annum on the unused portion of the commitment if outstanding borrowings are less than 85% of the borrowing limit. Under the terms of the Agreement, the Fund is required to satisfy certain collateral requirements and maintain a certain level of net assets. At February 28, 2014, the Fund had borrowings outstanding under the Agreement of $447 million at an interest rate of 0.76%. The carrying amount of the borrowings at February 28, 2014 approximated its fair value. If measured at fair value, borrowings under the Agreement would have been considered as Level 2 in the fair value hierarchy (see Note 10) at February 28, 2014. For the six months ended February 28, 2014, the average borrowings under the agreement and the average interest rate (excluding fees) were $447 million and 0.78% (annualized), respectively.
9 Risks Associated with Foreign Investments
Investing in securities issued by companies whose principal business activities are outside the United States may involve significant risks not present in domestic investments. For example, there is generally less publicly available information about foreign companies, particularly those not subject to the disclosure and reporting requirements of the U.S. securities laws. Certain foreign issuers are generally not bound by uniform accounting, auditing, and financial reporting requirements and standards of practice comparable to those applicable to domestic issuers. Investments in foreign securities also involve the risk of possible adverse changes in investment or exchange control regulations, expropriation or confiscatory taxation, limitation on the removal of funds or other assets of the Fund, political or financial instability or diplomatic and other developments which could affect such investments. Foreign securities markets, while growing in volume and sophistication, are generally not as developed as those in the United States, and securities of some foreign issuers (particularly those located in developing countries) may be less liquid and more volatile than securities of comparable U.S. companies. In general, there is less overall governmental supervision and regulation of foreign securities markets, broker/dealers and issuers than in the United States.
10 Fair Value Measurements
Under generally accepted accounting principles for fair value measurements, a three-tier hierarchy to prioritize the assumptions, referred to as inputs, is used in valuation techniques to measure fair value. The three-tier hierarchy of inputs is summarized in the three broad levels listed below.
| Ÿ | Level 1 – quoted prices in active markets for identical investments |
| Ÿ | Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.) |
| Ÿ | Level 3 – significant unobservable inputs (including a fund’s own assumptions in determining the fair value of investments) |
In cases where the inputs used to measure fair value fall in different levels of the fair value hierarchy, the level disclosed is determined based on the lowest level input that is significant to the fair value measurement in its entirety. The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.
| 20 |
Eaton Vance
Tax-Advantaged Dividend Income Fund
February 28, 2014
Notes to Financial Statements (Unaudited) — continued
At February 28, 2014, the hierarchy of inputs used in valuing the Fund’s investments and open derivative instruments, which are carried at value, were as follows:
| Asset Description | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
| Common Stocks |
||||||||||||||||
| Consumer Discretionary |
$ | 102,166,359 | $ | — | $ | — | $ | 102,166,359 | ||||||||
| Consumer Staples |
49,376,455 | — | — | 49,376,455 | ||||||||||||
| Energy |
162,029,699 | 17,192,964 | — | 179,222,663 | ||||||||||||
| Financials |
333,748,268 | 105,711,166 | — | 439,459,434 | ||||||||||||
| Health Care |
143,829,590 | 63,454,370 | — | 207,283,960 | ||||||||||||
| Industrials |
107,883,369 | 37,651,837 | — | 145,535,206 | ||||||||||||
| Information Technology |
63,193,692 | — | — | 63,193,692 | ||||||||||||
| Materials |
55,224,478 | — | — | 55,224,478 | ||||||||||||
| Telecommunication Services |
50,240,908 | 23,947,480 | — | 74,188,388 | ||||||||||||
| Utilities |
68,583,170 | — | — | 68,583,170 | ||||||||||||
| Total Common Stocks |
$ | 1,136,275,988 | $ | 247,957,817 | * | $ | — | $ | 1,384,233,805 | |||||||
| Preferred Stocks |
||||||||||||||||
| Consumer Staples |
$ | — | $ | 15,261,163 | $ | — | $ | 15,261,163 | ||||||||
| Energy |
— | 7,613,946 | — | 7,613,946 | ||||||||||||
| Financials |
110,207,059 | 257,984,578 | — | 368,191,637 | ||||||||||||
| Industrials |
— | 15,251,784 | — | 15,251,784 | ||||||||||||
| Telecommunication Services |
— | 2,919,931 | — | 2,919,931 | ||||||||||||
| Utilities |
4,125,439 | 44,948,089 | — | 49,073,528 | ||||||||||||
| Total Preferred Stocks |
$ | 114,332,498 | $ | 343,979,491 | $ | — | $ | 458,311,989 | ||||||||
| Corporate Bonds & Notes |
$ | — | $ | 145,147,216 | $ | — | $ | 145,147,216 | ||||||||
| Short-Term Investments |
— | 30,393,552 | — | 30,393,552 | ||||||||||||
| Total Investments |
$ | 1,250,608,486 | $ | 767,478,076 | $ | — | $ | 2,018,086,562 | ||||||||
| Liability Description |
||||||||||||||||
| Forward Foreign Currency Exchange Contracts |
$ | — | $ | (1,018,955 | ) | $ | — | $ | (1,018,955 | ) | ||||||
| Total |
$ | — | $ | (1,018,955 | ) | $ | — | $ | (1,018,955 | ) | ||||||
| * | Includes foreign equity securities whose values were adjusted to reflect market trading of comparable securities or other correlated instruments that occurred after the close of trading in their applicable foreign markets. |
The Fund held no investments or other financial instruments as of August 31, 2013 whose fair value was determined using Level 3 inputs. At February 28, 2014, the value of investments transferred between Level 1 and Level 2 during the six months then ended was not significant.
| 21 |
Eaton Vance
Tax-Advantaged Dividend Income Fund
February 28, 2014
Officers and Trustees
Officers of Eaton Vance Tax-Advantaged Dividend Income Fund
Trustees of Eaton Vance Tax-Advantaged Dividend Income Fund
| * | Interested Trustee |
| 22 |
Eaton Vance Funds
IMPORTANT NOTICES
Privacy. The Eaton Vance organization is committed to ensuring your financial privacy. Each of the financial institutions identified below has in effect the following policy (“Privacy Policy”) with respect to nonpublic personal information about its customers:
| Ÿ | Only such information received from you, through application forms or otherwise, and information about your Eaton Vance fund transactions will be collected. This may include information such as name, address, social security number, tax status, account balances and transactions. |
| Ÿ | None of such information about you (or former customers) will be disclosed to anyone, except as permitted by law (which includes disclosure to employees necessary to service your account). In the normal course of servicing a customer’s account, Eaton Vance may share information with unaffiliated third parties that perform various required services such as transfer agents, custodians and broker-dealers. |
| Ÿ | Policies and procedures (including physical, electronic and procedural safeguards) are in place that are designed to protect the confidentiality of such information. |
| Ÿ | We reserve the right to change our Privacy Policy at any time upon proper notification to you. Customers may want to review our Privacy Policy periodically for changes by accessing the link on our homepage: www.eatonvance.com. |
Our pledge of privacy applies to the following entities within the Eaton Vance organization: the Eaton Vance Family of Funds, Eaton Vance Management, Eaton Vance Investment Counsel, Eaton Vance Distributors, Inc., Eaton Vance Trust Company, Eaton Vance Management’s Real Estate Investment Group and Boston Management and Research. In addition, our Privacy Policy applies only to those Eaton Vance customers who are individuals and who have a direct relationship with us. If a customer’s account (i.e., fund shares) is held in the name of a third-party financial advisor/broker-dealer, it is likely that only such advisor’s privacy policies apply to the customer. This notice supersedes all previously issued privacy disclosures. For more information about Eaton Vance’s Privacy Policy, please call 1-800-262-1122.
Delivery of Shareholder Documents. The Securities and Exchange Commission (SEC) permits funds to deliver only one copy of shareholder documents, including prospectuses, proxy statements and shareholder reports, to fund investors with multiple accounts at the same residential or post office box address. This practice is often called “householding” and it helps eliminate duplicate mailings to shareholders. Eaton Vance, or your financial advisor, may household the mailing of your documents indefinitely unless you instruct Eaton Vance, or your financial advisor, otherwise. If you would prefer that your Eaton Vance documents not be householded, please contact Eaton Vance at 1-800-262-1122, or contact your financial advisor. Your instructions that householding not apply to delivery of your Eaton Vance documents will be effective within 30 days of receipt by Eaton Vance or your financial advisor.
Portfolio Holdings. Each Eaton Vance Fund and its underlying Portfolio(s) (if applicable) will file a schedule of portfolio holdings on Form N-Q with the SEC for the first and third quarters of each fiscal year. The Form N-Q will be available on the Eaton Vance website at www.eatonvance.com, by calling Eaton Vance at 1-800-262-1122 or in the EDGAR database on the SEC’s website at www.sec.gov. Form N-Q may also be reviewed and copied at the SEC’s public reference room in Washington, D.C. (call 1-800-732-0330 for information on the operation of the public reference room).
Proxy Voting. From time to time, funds are required to vote proxies related to the securities held by the funds. The Eaton Vance Funds or their underlying Portfolios (if applicable) vote proxies according to a set of policies and procedures approved by the Funds’ and Portfolios’ Boards. You may obtain a description of these policies and procedures and information on how the Funds or Portfolios voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, without charge, upon request, by calling 1-800-262-1122 and by accessing the SEC’s website at www.sec.gov.
Share Repurchase Program. On November 11, 2013, the Fund’s Board of Trustees approved a share repurchase program authorizing the Fund to repurchase up to 10% of its currently outstanding common shares in open-market transactions at a discount to net asset value. The repurchase program does not obligate the Fund to purchase a specific amount of shares. The Fund’s repurchase activity, including the number of shares purchased, average price and average discount to net asset value, are disclosed in the Fund’s annual and semi-annual reports to shareholders.
Additional Notice to Shareholders. If applicable, a Fund may also redeem or purchase its outstanding preferred shares in order to maintain compliance with regulatory requirements, borrowing or rating agency requirements or for other purposes as it deems appropriate or necessary.
Closed-End Fund Information. Eaton Vance closed-end funds make fund performance data and certain information about portfolio characteristics available on the Eaton Vance website shortly after the end of each month. The funds’ net asset value per share is readily accessible on the Eaton Vance website. Portfolio holdings for the most recent month-end are also posted to the website approximately 30 days following the end of the month. This information is available at www.eatonvance.com on the fund information pages under “Individual Investors — Closed-End Funds”.
| 23 |
This Page Intentionally Left Blank
| 7734 2.28.14 |
Item 2. Code of Ethics
Not required in this filing.
Item 3. Audit Committee Financial Expert
Not required in this filing.
Item 4. Principal Accountant Fees and Services
Not required in this filing.
Item 5. Audit Committee of Listed Registrants
Not required in this filing.
Item 6. Schedule of Investments
Please see schedule of investments contained in the Report to Stockholders included under Item 1 of this Form N-CSR.
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies
Not required in this filing.
Item 8. Portfolio Managers of Closed-End Management Investment Companies
Walter A. Row, III, Michael A. Allison and John H. Croft and other Eaton Vance Management (“EVM”) investment professionals comprise the investment team responsible for the overall and day-to-day management of the Fund’s investments as well as allocations of the Fund’s assets between common and preferred stocks. Messrs. Row, Allison and Croft are the portfolio managers responsible for the day-to-day management of specific segments of the Fund’s investment portfolio. Mr. Row is a Vice President and the Director of Structured Equity Portfolios at EVM. He is a member of EVM’s Equity Strategy Committee and co-manages other Eaton Vance registered investment companies. He joined Eaton Vance’s equity group in 1996. Mr. Allison is a Vice President of EVM and co-manages other Eaton Vance registered investment companies. He is a member of EVM’s Equity Strategy Committee and first joined Eaton Vance’s equity group in 2000. Mr. Croft is a Vice President of EVM and co-manages other Eaton Vance registered investment companies. He joined Eaton Vance’s investment grade fixed income group in 2004.
The following tables show, as of December 31, 2013, the number of accounts each portfolio manager managed in each of the listed categories and the total assets (in millions of dollars) in the accounts managed within each category. The table also shows the number of accounts with respect to which the advisory fee is based on the performance of the account, if any, and the total assets (in millions of dollars) in those accounts.
| Number of All Accounts |
Total Assets of All Accounts |
Number of Accounts Paying a Performance Fee |
Total Assets of Accounts Paying a Performance Fee |
|||||||||||||
| Walter A. Row, III |
||||||||||||||||
| Registered Investment Companies |
14 | $ | 14,719.2 | 0 | $ | 0 | ||||||||||
| Other Pooled Investment Vehicles |
0 | $ | 0 | 0 | $ | 0 | ||||||||||
| Other Accounts |
0 | $ | 0 | 0 | $ | 0 | ||||||||||
| Michael A. Allison(1) |
||||||||||||||||
| Registered Investment Companies |
12 | $ | 21,392.1 | (2) | 0 | $ | 0 | |||||||||
| Other Pooled Investment Vehicles |
14 | $ | 8,194.8 | 0 | $ | 0 | ||||||||||
| Other Accounts |
0 | $ | 0 | 0 | $ | 0 | ||||||||||
| John H. Croft |
||||||||||||||||
| Registered Investment Companies |
5 | $ | 1,556.8 | 0 | $ | 0 | ||||||||||
| Other Pooled Investment Vehicles |
0 | $ | 0 | 0 | $ | 0 | ||||||||||
| Other Accounts(3) |
7 | $ | 118.2 | 0 | $ | 0 | ||||||||||
| (1) | This portfolio manager serves as portfolio manager of one or more registered investment companies that invests or may invest in one or more underlying registered investment companies in the Eaton Vance family of funds. The underlying investment companies may be managed by this portfolio manager or another portfolio manager(s). |
| (2) | Certain of these “Other Pooled Investment Vehicles” invest a substantial portion of their assets either in a registered investment company or in a separate pooled investment vehicle managed by this portfolio manager or another Eaton Vance portfolio manager. |
| (3) | For “Other Accounts” that are part of a wrap account program, the number of accounts cited includes the number of sponsors for which the portfolio manager provides management services rather than the number of individual customer accounts within each wrap account program. |
The following table shows the dollar range of Fund shares beneficially owned by each portfolio manager as of December 31, 2013.
| Portfolio Manager |
Dollar Range of Equity Securities Owned in the Fund | |
| Walter A. Row, III |
None | |
| Michael A. Allison |
None | |
| John H. Croft |
None |
Potential for Conflicts of Interest. It is possible that conflicts of interest may arise in connection with a portfolio manager’s management of a Fund’s investments on the one hand and the investments of other accounts for which the portfolio manager is responsible on the other. For example, a portfolio manager may have conflicts of interest in allocating management time, resources and investment opportunities among the Fund and other accounts he or she advises. In addition, due to differences in the investment strategies or restrictions between a Fund and the other accounts, a portfolio manager may take action with respect to another account that differs from the action taken with respect to the Fund. In some cases, another account managed by a portfolio manager may compensate EVM or the sub-adviser based on the performance of the securities held by that account. The existence of such a performance based fee may create additional conflicts of interest for the portfolio manager in the allocation of management time, resources and investment opportunities. Whenever conflicts of interest arise, the portfolio manager will endeavor to exercise his or her discretion in a manner that he or she believes is equitable to all interested persons. EVM and the sub-adviser have adopted several policies and procedures designed to address these potential conflicts including a code of ethics and policies which govern EVM’s and the sub-adviser’s trading practices, including among other things the aggregation and allocation of trades among clients, brokerage allocation, cross trades and best execution.
Compensation Structure for EVM
Compensation of EVM’s portfolio managers and other investment professionals has three primary components: (1) a base salary, (2) an annual cash bonus, and (3) annual stock-based compensation consisting of options to purchase shares of EVC’s nonvoting common stock and restricted shares of EVC’s nonvoting common stock. EVM’s investment professionals also receive certain retirement, insurance and other benefits that are broadly available to EVM’s employees. Compensation of EVM’s investment professionals is reviewed primarily on an annual basis. Cash bonuses, stock-based compensation awards, and adjustments in base salary are typically paid or put into effect at or shortly after the October 31st fiscal year end of EVC.
Method to Determine Compensation. EVM compensates its portfolio managers based primarily on the scale and complexity of their portfolio responsibilities and the total return performance of managed funds and accounts versus the benchmark(s) stated in the prospectus, as well as an appropriate peer group (as described below). In addition to rankings within peer groups of funds on the basis of absolute performance, consideration may also be given to relative risk-adjusted performance. Risk-adjusted performance measures include, but are not limited to, the Sharpe Ratio. Performance is normally based on periods ending on the September 30th preceding fiscal year end. Fund performance is normally evaluated primarily versus peer groups of funds as determined by Lipper Inc. and/or Morningstar, Inc. When a fund’s peer group as determined by Lipper or Morningstar is deemed by EVM’s management not to provide a fair comparison, performance may instead be evaluated primarily against a custom peer group or market index. In evaluating the performance of a fund and its manager, primary emphasis is normally placed on three-year performance, with secondary consideration of performance over longer and shorter periods. For funds that are tax-managed or otherwise have an objective of after-tax returns, performance is measured net of taxes. For other funds, performance is evaluated on a pre-tax basis. For funds with an investment objective other than total return (such as
current income), consideration will also be given to the fund’s success in achieving its objective. For managers responsible for multiple funds and accounts, investment performance is evaluated on an aggregate basis, based on averages or weighted averages among managed funds and accounts. Funds and accounts that have performance-based advisory fees are not accorded disproportionate weightings in measuring aggregate portfolio manager performance.
The compensation of portfolio managers with other job responsibilities (such as heading an investment group or providing analytical support to other portfolios) will include consideration of the scope of such responsibilities and the managers’ performance in meeting them.
EVM seeks to compensate portfolio managers commensurate with their responsibilities and performance, and competitive with other firms within the investment management industry. EVM participates in investment-industry compensation surveys and utilizes survey data as a factor in determining salary, bonus and stock-based compensation levels for portfolio managers and other investment professionals. Salaries, bonuses and stock-based compensation are also influenced by the operating performance of EVM and its parent company. The overall annual cash bonus pool is based on a substantially fixed percentage of pre-bonus operating income. While the salaries of EVM’s portfolio managers are comparatively fixed, cash bonuses and stock-based compensation may fluctuate significantly from year to year, based on changes in manager performance and other factors as described herein. For a high performing portfolio manager, cash bonuses and stock-based compensation may represent a substantial portion of total compensation.
Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers
No such purchases this period.
Item 10. Submission of Matters to a Vote of Security Holders
No material changes.
Item 11. Controls and Procedures
(a) It is the conclusion of the registrant’s principal executive officer and principal financial officer that the effectiveness of the registrant’s current disclosure controls and procedures (such disclosure controls and procedures having been evaluated within 90 days of the date of this filing) provide reasonable assurance that the information required to be disclosed by the registrant has been recorded, processed, summarized and reported within the time period specified in the Commission’s rules and forms and that the information required to be disclosed by the registrant has been accumulated and communicated to the registrant’s principal executive officer and principal financial officer in order to allow timely decisions regarding required disclosure.
(b) There have been no changes in the registrant’s internal controls over financial reporting during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
Item 12. Exhibits
| (a)(1) | Registrant’s Code of Ethics – Not applicable (please see Item 2). | |
| (a)(2)(i) | Treasurer’s Section 302 certification. | |
| (a)(2)(ii) | President’s Section 302 certification. | |
| (b) | Combined Section 906 certification. | |
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Eaton Vance Tax-Advantaged Dividend Income Fund | ||
| By: | /s/ Walter A. Row, III | |
| Walter A. Row, III | ||
| President | ||
| Date: | April 8, 2014 | |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| By: | /s/ James F. Kirchner | |
| James F. Kirchner | ||
| Treasurer | ||
| Date: | April 8, 2014 | |
| By: | /s/ Walter A. Row, III | |
| Walter A. Row, III | ||
| President | ||
| Date: | April 8, 2014 | |