SCHEDULE 14A
                                 (Rule 14a-101)

                     INFORMATION REQUIRED IN PROXY STATEMENT
                            SCHEDULE 14A INFORMATION

                Proxy Statement Pursuant to Section 14(a) of the
                Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant   [X]
Filed by a Party other than the Registrant   [  ]

Check the appropriate box:
[ ] Preliminary Proxy Statement      
[ ] Confidential, For Use of the Commission Only
    (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

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                 Eaton Vance Tax-Advantaged Dividend Income Fund

                (Name of Registrant as Specified in Its Charter)

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    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
[X]  No fee required.
[ ]  Fee computed on table below per Exchange Act Rules 14a-6(i) (1) and 0-11.

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

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(2)   Aggregate   number   of   securities   to   which   transaction   applies:
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(3) Per unit price or other underlying value of transaction computed pursuant to
Exchange  Act Rule  0-11  (set  forth the  amount  on which  the  filing  fee is
calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
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[ ] Check box if any part of the fee is offset as provided by Exchange  Act Rule
0-11(a)(2)  and  identify  the  filing  for  which the  offsetting  fee was paid
previously.  Identify the previous filing by registration  statement  number, or
the form or schedule and the date of its filing.

(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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                 EATON VANCE TAX-ADVANTAGED DIVIDEND INCOME FUND
                            THE EATON VANCE BUILDING
                                255 STATE STREET
                           BOSTON, MASSACHUSETTS 02109

                                                April 29, 2005


Dear Shareholder:

     You are cordially  invited to attend the Annual Meeting of  Shareholders of
Eaton Vance Tax-Advantaged Dividend Income Fund (the "Fund"), which will be held
at the principal office of the Fund, The Eaton Vance Building, 255 State Street,
Boston,  Massachusetts  02109,  on Friday,  June 24,  2005 at 1:30 P.M.  (Boston
time).

     At this meeting you will be asked to consider the election of Trustees. The
enclosed proxy statement contains additional information.

     We hope that you will be able to attend  the  meeting.  Whether  or not you
plan to attend and  regardless  of the number of shares you own, it is important
that  your  shares be  represented.  I urge you to  complete,  sign and date the
enclosed proxy card and return it in the enclosed  postage-paid envelope as soon
as possible to assure that your shares are represented at the meeting.

                                Sincerely,

                                /s/ Thomas E. Faust Jr.

                                Thomas E. Faust Jr.
                                President


        YOUR VOTE IS IMPORTANT - PLEASE RETURN YOUR PROXY CARD PROMPTLY.

IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE ANNUAL  MEETING.  WHETHER
OR NOT YOU PLAN TO ATTEND IN PERSON,  YOU ARE  REQUESTED TO  COMPLETE,  SIGN AND
RETURN THE ENCLOSED PROXY CARD AS SOON AS POSSIBLE.  YOU MAY WITHDRAW YOUR PROXY
IF YOU ATTEND THE ANNUAL MEETING AND DESIRE TO VOTE IN PERSON.



                 EATON VANCE TAX-ADVANTAGED DIVIDEND INCOME FUND


                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
                        TO BE HELD FRIDAY, JUNE 24, 2005

     The Annual Meeting of Shareholders of Eaton Vance  Tax-Advantaged  Dividend
Income Fund, a  Massachusetts  business trust (the "Fund"),  will be held at the
principal  office  of the Fund,  The Eaton  Vance  Building,  255 State  Street,
Boston,  Massachusetts  02109,  on Friday,  June 24,  2005 at 1:30 P.M.  (Boston
time), for the following purposes:

     1.   To elect two Class II Trustees of the Fund.

     2.   To consider and act upon any other  matters  which may  properly  come
          before the meeting and any adjourned session thereof.

     The Board of Trustees  has fixed the close of business on April 15, 2005 as
the record date for the  determination  of the shareholders of the Fund entitled
to notice of and to vote at the meeting and any adjournments thereof.

                                By Order of the Board of Trustees

                                /s/ Alan R. Dynner

                                Alan R. Dynner
                                Secretary

April 29, 2005
Boston, Massachusetts


                                    IMPORTANT

SHAREHOLDERS  CAN HELP THE BOARD OF TRUSTEES OF THE FUND AVOID THE NECESSITY AND
ADDITIONAL  EXPENSE TO THE FUND OF FURTHER  SOLICITATIONS  TO OBTAIN A QUORUM BY
PROMPTLY  RETURNING THE ENCLOSED PROXY. THE ENCLOSED ADDRESSED ENVELOPE REQUIRES
NO POSTAGE IF MAILED IN THE UNITED STATES AND IS INTENDED FOR YOUR CONVENIENCE.



                 EATON VANCE TAX-ADVANTAGED DIVIDEND INCOME FUND
                            THE EATON VANCE BUILDING
                                255 STATE STREET
                           BOSTON, MASSACHUSETTS 02109


                                 PROXY STATEMENT

     A proxy is  enclosed  with the  foregoing  Notice of the Annual  Meeting of
Shareholders of Eaton Vance Tax-Advantaged Dividend Income Fund (the "Fund"), to
be held June 24, 2005, for the benefit of  shareholders  who do not expect to be
present  at the  meeting.  This  proxy is  solicited  on  behalf of the Board of
Trustees of the Fund, and is revocable by the person giving it prior to exercise
by a signed  writing  filed  with the  Fund's  Secretary,  or by  executing  and
delivering  a later  dated  proxy,  or by  attending  the meeting and voting the
shares in person.  Each proxy will be voted in accordance with its instructions;
if no instruction  is given,  an executed proxy will authorize the persons named
as attorneys,  or any of them, to vote in favor of the election of each Trustee.
This proxy material is being mailed to shareholders on or about April 29, 2005.

     The Board of  Trustees of the Fund has fixed the close of business on April
15, 2005 as the record date for the  determination of the shareholders  entitled
to  notice  of  and to  vote  at  the  meeting  and  any  adjournments  thereof.
Shareholders at the close of business on the record date will be entitled to one
vote for each share  held.  As of April 15,  2005,  there  were  72,679,195.0910
Common  Shares  of  beneficial  interest,  $.01 par  value  per  share  ("Common
Shares"),  and  28,000  Auction  Preferred  Shares,  $.01 per value  per  share,
liquidation preference $25,000 per share ("APS"), of the Fund outstanding. As of
such date, to the Fund's knowledge,  (i) no shareholder  beneficially owned more
than 5% of the  outstanding  shares  of the  Fund;  and  (ii) the  Trustees  and
executive officers of the Fund,  individually and as a group, owned beneficially
less than 1% of the outstanding shares of the Fund.

     The Board of  Trustees  of the Fund  knows of no  business  other than that
mentioned  in  Item 1 of the  Notice  of  Meeting  that  will be  presented  for
consideration.  If any other matters are properly presented, it is the intention
of the persons  named as attorneys in the enclosed  proxy to vote the proxies in
accordance with their judgment on such matters.

                        PROPOSAL 1. ELECTION OF TRUSTEES

     The Fund's  Declaration  of Trust  provides that a majority of the Trustees
shall fix the number of the entire  Board and that such number shall be at least
two and no greater than  fifteen.  The Board has  currently  fixed the number of
Trustees at eight.  The Fund's  Declaration  of Trust further  provides that the
Board of Trustees shall be divided into three classes. The term of office of the
Class II Trustees  expires on the date of the 2005 Annual Meeting,  and the term
of office of the Class III and Class I  Trustees  will  expire one and two years
thereafter,  respectively.  Accordingly,  only nominees for Class II Trustee are
currently  proposed for election.  Trustees chosen to succeed the Trustees whose
terms are expiring will be elected for a three-year term. An effect of staggered
terms is to limit the ability of  entities or persons to acquire  control of the
Fund.

     Proxies  will be voted for the election of the  following  Class II Trustee
nominees: James B. Hawkes and William H. Park. Each nominee is currently serving
as a Trustee and has  consented  to  continue  to so serve.  In the event that a
nominee is unable to serve for any reason (which is not now  expected)  when the
election occurs,  the accompanying  Proxy will be voted for such other person or
persons as the Board of Trustees may recommend.

                                       1

     The Class III Trustees  serving until the 2006 Annual Meeting are Ronald A.
Pearlman,  Norton H.  Reamer and Ralph F.  Verni.  The Class I Trustees  serving
until the 2007 Annual Meeting are Benjamin C. Esty,  Samuel L. Hayes and Lynn A.
Stout. Messrs. Esty and Verni were elected as Trustees on April 29, 2005.

     The  nominees  for Class II Trustee  and the Fund's  current  Class III and
Class I  Trustees  and their  principal  occupations  for at least the last five
years are as described below.


                                                              TRUSTEES

                                                                                                   NUMBER OF
                                                                                                  PORTFOLIOS
                                             TERM OF                                                IN FUND         OTHER
                              POSITION(S)  OFFICE AND                                               COMPLEX     DIRECTORSHIPS
NAME, ADDRESS                  HELD WITH    lENGTH OF            PRINCIPAL OCCUPATIONS            OVERSEEN BY      HELD BY
AND AGE(1)                       FUND      TIME SERVED          DURING PAST FIVE YEARS            TRUSTEE(2)       TRUSTEE
-------------------------------------------------------------------------------------------------------------------------------
                                           CLASS II TRUSTEES NOMINATED FOR ELECTION
INTERESTED TRUSTEE
                                                                                                 
JAMES B. HAWKES
DOB:  11/9/41                 Vice         Until 2005.  Chairman, President and Chief                 197       Director of
                              President    3 years.     Executive Officer of Eaton Vance                        Eaton Vance
                              and Class    Trustee      Management, and its corporate parent                    Corp.
                              II Trustee   since 2004.  and trustee (Eaton Vance Corp. and
                                                        Eaton Vance, Inc.); Vice President and
                                                        Director of Eaton Vance Distributors,
                                                        Inc.; Director of Eaton Vance, Inc.
                                                        Trustee and/or officer of 197
                                                        registered investment companies in the
                                                        Eaton Vance Fund Complex.

NONINTERESTED TRUSTEES

WILLIAM H. PARK
DOB:  9/19/47                 Class II     Until        President and Chief Executive Officer,        197       None
                              Trustee      2005. 3      Prizm Capital Management, LLC
                                           years.       (investment management firm) (since
                                           Trustee      2002).  Executive Vice President and
                                           since 2004.  Chief Financial Officer, United Asset
                                                        Management Corporation (a holding
                                                        company owning institutional
                                                        investment management firms)
                                                        (1982-2001).

                                                CLASS III AND CLASS I TRUSTEES

NONINTERESTED TRUSTEES

RONALD A. PEARLMAN
DOB:  7/10/40                 Class III    Until 2005.  Professor of Law, Georgetown                  197       None
                              Trustee      3 years.     University Law Center (since 1999).
                                           Trustee      Formerly, Tax Partner, Covington &
                                           since 2004.  Burling, Washington, DC (1991-2000).

                                       2




                                                                                                   NUMBER OF
                                                                                                  PORTFOLIOS
                                             TERM OF                                                IN FUND         OTHER
                              POSITION(S)  OFFICE AND                                               COMPLEX     DIRECTORSHIPS
NAME, ADDRESS                  HELD WITH    LENGTH OF            PRINCIPAL OCCUPATIONS            OVERSEEN BY      HELD BY
AND AGE(1)                       FUND      TIME SERVED          DURING PAST FIVE YEARS            TRUSTEE(2)       TRUSTEE
----------------------------- ------------ ------------ ---------------------------------------- -------------- ---------------

NORTON H. REAMER (A)          Class III    Until 2006.  President, Chief Executive Officer and        197       None
DOB:  9/21/35                 Trustee      3 years.     a Director of Asset Management Finance
                                           Trustee      Corp. (a specialty finance company
                                           since 2004.  serving the investment management
                                                        industry) (since October 2003).
                                                        President, Unicorn Corporation (an
                                                        investment and financial advisory
                                                        services company) (since September
                                                        2000).  Formerly, Chairman and Chief
                                                        Operating Officer, Hellman, Jordan
                                                        Management Co., Inc. (an investment
                                                        management company) (2000-2003).
                                                        Formerly, Advisory Director of
                                                        Berkshire Capital Corporation
                                                        (investment banking firm)
                                                        (2002-2003).  Formerly, Chairman of
                                                        the Board, United Asset Management
                                                        Corporation (a holding company owning
                                                        institutional investment management
                                                        firms) and Chairman, President and
                                                        Director, UAM Funds (mutual funds)
                                                        (1980-2000).

RALPH F. VERNI                Class III    Until 2006.  Consultant and private investor (since        135       Director of
DOB:  1/26/43                 Trustee      3 years.     2000).  Formerly, President and Chief                   W.P. Carey &
                                           Trustee      Executive Officer, Redwood Investment                   Company LLC
                                           since 2005.  Systems, Inc. (software developer)                      (manager of
                                                        (2000). Formerly, President and Chief                   real estate
                                                        Executive Officer, State Street                         investment
                                                        Research & Management (investment                       trusts)
                                                        adviser), SSRM Holdings (parent of
                                                        State Street Research & Management),
                                                        and SSR Realty (institutional realty
                                                        manager) (1992-2000).

BENJAMIN C. ESTY              Class I      Until 2007.  Professor, Harvard University Graduate        135       None
DOB:  1/2/63                  Trustee      3 years.     School of Business Administration
                                           Trustee      (since 2003).  Formerly, Associate
                                           since 2005.  Professor, Harvard University Graduate
                                                        School of Business Administration
                                                        (2000-2003).

SAMUEL L. HAYES, III (A)      Chairman     Until 2007.  Jacob H. Schiff Professor of                  197       Director of
DOB:  2/23/35                 of the       3 years.     Investment Banking Emeritus, Harvard                    Tiffany & Co.
                              Board and    Trustee      University Graduate School of Business                  (specialty
                              Class I      since        Administration.                                         retailer) and
                              Trustee      2004;                                                                Telect, Inc.
                                           Chairman                                                             (telecommuni-cation
                                           since 2005.                                                          services
                                                                                                                company)

LYNN A. STOUT                 Class I      Until 2007.  Professor of Law, University of               197       None
DOB:  9/14/57                 Trustee      3 years.     California at Los Angeles, School of
                                           Trustee      Law (since July 2001).  Formerly,
                                           since 2004.  Professor of Law, Georgetown
                                                        University Law Center.

(1)  The business address of each Trustee is The Eaton Vance Building, 255 State
     Street, Boston, Massachusetts 02109.
(2)  Includes both master and feeder funds in master-feeder structure.
(A)  APS Trustee.

                                       3

INTERESTED TRUSTEE

     James B. Hawkes is an  "interested  person"  (as defined in the  Investment
Company Act of 1940 (the "1940 Act")) by reason of his  affiliations  with Eaton
Vance Management ("EVM" or "Eaton Vance"),  the Fund's investment  adviser,  and
Eaton Vance Corp.  ("EVC"),  a publicly-held  holding company which owns all the
outstanding shares of EVM, and of EVM's trustee, Eaton Vance, Inc. ("EV"). (EVM,
EVC, and their  affiliates are sometimes  referred to collectively as the "Eaton
Vance Organization".)

ELECTION OF TRUSTEES BY APS AND COMMON SHARES

     Under the terms of the Fund's  By-Laws,  as amended  (the  "By-Laws"),  the
holders of the APS are entitled as a class,  to the  exclusion of the holders of
the Common  Shares,  to elect two Trustees of the Fund  (identified  by an "(A)"
after their names in the table above).  Simply stated, the APS Trustees are only
elected by the holders of the Fund's APS.  Holders of Common  Shares do not vote
on the  election  of APS  Trustees.  No APS  Trustees  are to be elected at this
meeting.  The By-Laws  further  provide for the election of the  nominees  named
above by the holders of the Common Shares and the APS, voting as a single class.
Election of  Trustees  is  non-cumulative.  Shareholders  do not have  appraisal
rights in connection with the proposals in the proxy statement.  The Trustees of
the Fund shall be elected by a plurality  of the shares of the Fund  entitled to
vote.

     The following table shows the dollar range of shares  beneficially owned in
the Fund and in all Eaton Vance funds by each Trustee:


                                                                                  AGGREGATE DOLLAR RANGE OF EQUITY
                                                    DOLLAR RANGE OF                 SECURITIES IN ALL EATON VANCE
NAME OF TRUSTEE                                    FUND SHARES HELD+                 FUNDS OVERSEEN BY TRUSTEE+
---------------------------------------- -------------------------------------- --------------------------------------
                                                                                      
INTERESTED TRUSTEE
James B. Hawkes                                          None                               Over $100,000

NONINTERESTED TRUSTEES
Benjamin C. Esty**                                       None                                   None
Samuel L. Hayes, III                                     None                               Over $100,000*
William H. Park                                          None                               Over $100,000
Ronald A. Pearlman                                       None                               Over $100,000
Norton H. Reamer                                         None                               Over $100,000
Lynn A. Stout                                            None                              Over $100,000*
Ralph F. Verni**                                         None                                   None

*    Includes shares held in Trustee Deferred Compensation Plan.
**   Messrs.  Esty and Verni were elected as Trustees on April 29, 2005 and thus
     had no beneficial ownership of securities in the Fund or in the Eaton Vance
     Fund Complex as of April 15, 2005.
+    Figures are as of April 15, 2005.

BOARD MEETINGS AND COMMITTEES

     During the Fund's first fiscal year from  September 30, 2003  (commencement
of  operations)  through  August 31,  2004,  the  Trustees of the Fund met eight
times.  The Board of Trustees has three  formal  standing  committees,  an Audit
Committee,  a Special Committee and a Governance Committee.  The Audit Committee
met four  times,  the  Special  Committee  met  five  times  and the  Governance
Committee met five times during such period.  Each Trustee attended at least 75%
of the Board  and  committee  meetings  on which he or she  serves.  None of the
Trustees attended the Fund's 2004 Annual Meeting of Shareholders.

     The Audit,  Special and  Governance  Committees of the Board of Trustees of
the Fund are each comprised of Trustees who are not "interested persons" as that
term is defined  under the 1940 Act  ("Independent  Trustees").  The  respective
duties and  responsibilities  of these  Committees  remain under the  continuing
review of the Governance Committee and the Board.

                                       4

     Messrs. Reamer (Chair), Hayes, Park, Verni and Ms. Stout serve on the Audit
Committee  of the Board of  Trustees  of the Fund,  such Audit  Committee  being
established in accordance  with Section  3(a)(58)(A) of the Securities  Exchange
Act of 1934.  Each  Audit  Committee  member is  independent  under the  listing
standards of the New York Stock  Exchange.  The purposes of the Audit  Committee
are to (i) oversee the Fund's accounting and financial reporting processes,  its
internal  control over financial  reporting,  and, as appropriate,  the internal
control over financial reporting of certain service providers;  (ii) oversee or,
as  appropriate,  assist  Board  oversight  of the quality and  integrity of the
Fund's financial  statements and the independent  audit thereof;  (iii) oversee,
or, as appropriate,  assist Board oversight of, the Fund's compliance with legal
and regulatory  requirements  that relate to the Fund's accounting and financial
reporting,  internal  control over financial  reporting and independent  audits;
(iv) approve,  prior to  appointment,  the  engagement  and,  when  appropriate,
replacement  of  the  independent   auditors,   and,  if  applicable,   nominate
independent  auditors to be proposed for  shareholder  ratification in any proxy
statement  of the  Fund;  (v)  evaluate  the  qualifications,  independence  and
performance  of the  independent  auditors  and the audit  partner  in charge of
leading the audit; and (vi) prepare such Audit Committee reports consistent with
the  requirements  of Rule 306 of  Regulation  S-K for  inclusion  in the  proxy
statement for the Annual Meeting of  Shareholders  of the Fund. The Fund's Board
of Trustees  has adopted a written  charter for its Audit  Committee,  a copy of
which is attached as Exhibit A. The Audit Committee's  Report is set forth below
under  "Additional  Information".  The  Board  of  Trustees  of  the  Fund  have
designated  Messrs.  Park,  Hayes  and  Reamer  as the  Fund's  Audit  Committee
financial experts.

     Messrs. Hayes (Chair), Esty, Park, Pearlman and Reamer serve on the Special
Committee  of the Board of  Trustees  of the Fund.  The  purposes of the Special
Committee  are to consider,  evaluate and make  recommendations  to the Board of
Trustees  concerning the following  matters:  (i) contractual  arrangements with
each service provider to the Fund,  including advisory,  sub-advisory,  transfer
agency,  custodial  and  fund  accounting,  distribution  services  (if any) and
administrative  services;  (ii) any and all  other  matters  in which any of the
Fund's  service  providers  (including  Eaton  Vance  or any  affiliated  entity
thereof) has an actual or potential  conflict of interest  with the interests of
the Fund or its shareholders;  and (iii) any other matter appropriate for review
by the Independent Trustees, unless the matter is within the responsibilities of
the Audit Committee or the Governance Committee of the Fund.

     In February  2004,  the Special  Committee  established  a Contract  Review
Subcommittee  to act  on  matters  delegated  to it by  the  Special  Committee,
including matters relating to the Fund's investment advisory agreement and other
service  contracts,  expense  allocation,  the Fund's  directors'  and officers'
errors and omissions  insurance  coverage,  and actual or potential conflicts of
interest between Eaton Vance and its affiliated companies,  on the one hand, and
the Fund on the other hand. On August 16, 2004, the Special Committee approved a
revised  Special   Committee   Charter  which  eliminated  the  Contract  Review
Subcommittee,  because it was determined  that its function could be carried out
by the full Special Committee. The Contract Review Subcommittee was comprised of
Messrs.  Hayes (Chair),  Park,  Pearlman and Reamer and met six times during the
Fund's first fiscal year ended August 31, 2004.

     Ms. Stout (Chair) and Messrs. Hayes, Park, Pearlman and Reamer serve on the
Governance  Committee  of the Board of  Trustees  of the Fund.  Each  Governance
Committee  member is  independent  under the listing  standards  of the New York
Stock Exchange. The purpose of the Governance Committee is to consider, evaluate
and make recommendations to the Board of Trustees with respect to the structure,
membership  and operation of the Board of Trustees and the  Committees  thereof,
including the nomination and selection of Independent Trustees and a Chairperson
of the Board and the compensation of Independent Trustees.

     The  Fund's  Board of  Trustees  has  adopted  a  written  charter  for its
Governance  Committee,  not available on the Fund's website,  a copy of which is
attached  as  Exhibit  B. The  Governance  Committee  identifies  candidates  by
obtaining referrals from such sources as it deems appropriate, which may include
current  Trustees,  management  of the Fund,  counsel and other  advisors to the
Trustees,  and shareholders of the Fund who submit recommendations in accordance
with the procedures  described in the Committee's charter. In no event shall the

                                       5

Governance  Committee  consider as a candidate to fill any vacancy an individual
recommended  by  management  of the Fund,  unless the  Governance  Committee has
invited management to make such a recommendation. The Governance Committee will,
when a vacancy exists or is  anticipated,  consider any nominee for  Independent
Trustee  recommended  by a shareholder  if such  recommendation  is submitted in
writing to the Governance Committee,  contains sufficient background information
concerning the candidate,  including  evidence the candidate is willing to serve
as an  Independent  Trustee if selected for the  position,  and is received in a
sufficiently   timely  manner.   The  Governance   Committee's   procedures  for
identifying and evaluating  candidates for the position of Independent  Trustee,
including the procedures to be followed by  shareholders  of the Fund wishing to
recommend such candidates for consideration by the Governance  Committee and the
qualifications the Governance Committee will consider, are set forth in Appendix
A to the Committee's charter.

COMMUNICATIONS WITH THE BOARD

     Shareholders  wishing to communicate  with the Board may do so by sending a
written  communication  to the Chairperson of the Board,  any Chairperson of the
Audit Committee, Special Committee or Governance Committee or to the Independent
Trustees as a group, at the following  address:  The Eaton Vance  Building,  255
State Street, Boston, Massachusetts 02109, c/o the Secretary of the Fund.

REMUNERATION OF TRUSTEES

     The fees and expenses of those  Trustees of the Fund who are not members of
the Eaton Vance Organization will be paid by the Fund. For the fiscal year ended
August 31, 2004, the Trustees of the Fund earned the following  compensation set
forth below in their  capacities as Trustees of the Fund.  For the calendar year
ended December 31, 2004, the Trustees earned the compensation set forth below in
their capacities as Trustees of the funds in the Eaton Vance fund complex(1):

                                                            TOTAL
                                AGGREGATE               COMPENSATION
                               COMPENSATION               FROM FUND
NAME OF TRUSTEE                 FROM FUND             AND FUND COMPLEX

Benjamin C. Esty(2)                   $   703             $  90,000
Samuel L. Hayes, III                    4,220               200,000
William H. Park                         3,825               180,000(3)
Ronald A. Pearlman                      3,903               180,000
Norton H. Reamer                        4,007               190,000
Lynn A. Stout                           4,131               190,000(4)
Ralph E. Verni(2)                         703                90,000

(1)  As of April 18,  2005,  the  Eaton  Vance  fund  complex  consisted  of 197
     registered investment companies or series thereof.
(2)  Estimated  for the Fund's  fiscal year  ending  August 31, 2005 and for the
     Complex for the calendar year ending December 31, 2005 because Messrs. Esty
     and Verni were appointed as Trustees on April 29, 2005.
(3)  Includes $107,008 of deferred compensation.
(4)  Includes $45,000 of deferred compensation.

     Trustees of the Fund who are not  affiliated  with Eaton Vance may elect to
defer receipt of all or a percentage of their annual fees in accordance with the
terms of a Trustees Deferred Compensation Plan (the "Trustees' Plan"). Under the
Trustees' Plan, an eligible Trustee may elect to have his deferred fees invested
by the Fund in the shares of one or more funds in the Eaton Vance fund  complex,
and the amount paid to the Trustees  under the Trustees' Plan will be determined
based upon the  performance of such  investments.  Deferral of Trustees' fees in
accordance  with the Trustees' Plan will have a negligible  effect on the Fund's
assets, liabilities, and net income per share, and will not obligate the Fund to
retain the  services of any Trustee or obligate  the Fund to pay any  particular
level of compensation  to the Trustee.  The Fund does not have a retirement plan
for its Trustees.

     THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE ELECTION OF
THE TWO CLASS II TRUSTEE NOMINEES.

                                       6

                       NOTICE TO BANKS AND BROKER/DEALERS

     The Fund has previously solicited all Nominee and Broker/Dealer accounts as
to the  number of  additional  proxy  statements  required  to supply  owners of
shares.  Should  additional  proxy material be required for  beneficial  owners,
please forward such requests to PFPC Inc.,  Attention:  Ms. Maura Stanley,  P.O.
Box 43027, Providence, RI 02940-3027.

                             ADDITIONAL INFORMATION

AUDIT COMMITTEE REPORT

     The Audit Committee reviewed and discussed the audited financial statements
with Fund  management.  The Audit  Committee also discussed with the independent
registered public accounting firm the matters required to be discussed by SAS 61
(Codification of Statements on Auditing Standards). The Audit Committee received
the written  disclosures and the letter from the independent  registered  public
accounting  firm  required  by  Independence  Standards  Board  Standard  No.  1
(Independence  Standards  Board Standard No. 1,  Independence  Discussions  with
Audit   Committees)  and  discussed  with  the  independent   registered  public
accounting firm their independence.

     Based on the review and discussions  referred to above, the Audit Committee
recommended  to the Board of Trustees that the audited  financial  statements be
included in the Fund's annual report to shareholders for the Fund's first fiscal
year  ended  August  31,  2004 for  filing  with  the  Securities  and  Exchange
Commission.  As mentioned,  the Audit  Committee is comprised of Messrs.  Reamer
(Chair), Hayes, Park and Ms. Stout.

AUDITORS, AUDIT FEES AND ALL OTHER FEES. Deloitte & Touche LLP ("Deloitte"), 200
Berkeley  Street,  Boston,   Massachusetts  02116,  serves  as  the  independent
registered  public  accounting  firm of the Fund.  Deloitte  is  expected  to be
present at the Annual Meeting, but if not, a representative will be available by
telephone should the need for consultation  arise.  Representatives  of Deloitte
will have the  opportunity  to make a statement if they desire to do so and will
be available to respond to appropriate questions.

     The following  table presents the aggregate fees billed to the Fund for the
Fund's  first  fiscal  year  ended  August 31,  2004 by the  Fund's  independent
registered  public  accounting firm for professional  services  rendered for the
audit of the  Fund's  annual  financial  statements  and fees  billed  for other
services  rendered by the independent  registered  public accounting firm during
this period.

FISCAL YEAR ENDED                              8/31/04(1)
---------------------------------------------- ------------
Audit Fees                                     $   70,762
Audit-Related Fees(2)                              35,380
Tax Fees(3)                                         8,000
All Other Fees(4)                                       -
                                               ------------
Total                                            $114,612
                                               ============

(1)  For the period from the Fund's  commencement of operations on September 30,
     2003 to August 31, 2004.

(2)  Audit-related  fees consist of the aggregate  fees billed for assurance and
     related  services that are  reasonably  related to the  performance  of the
     audit of the Fund's  financial  statements  and are not reported  under the
     category of audit fees and specifically include fees for the performance of
     certain agreed-upon procedures relating to the Fund's APS.

                                       7

(3)  Tax fees consist of the  aggregate  fees billed for  professional  services
     rendered by the independent  registered  public accounting firm relating to
     tax compliance,  tax advice, and tax planning and specifically include fees
     for tax return preparation.

(4)  All other fees  consist of the  aggregate  fees  billed  for  products  and
     services  provided by the Fund's  independent  registered public accounting
     firm other than audit, audit-related, and tax services.

     No services  described in the table above were approved by the Fund's Audit
Committee   pursuant   to  the  "de  minimis   exception"   set  forth  in  Rule
2-01(c)(7)(i)(C) of Regulation S-X.

     The Fund's Audit Committee has adopted policies and procedures  relating to
the  pre-approval  of  services  provided by the Fund's  independent  registered
public accounting firm (the "Pre-Approval Policies").  The Pre-Approval Policies
establish  a  framework  intended  to assist the Audit  Committee  in the proper
discharge  of  its  pre-approval  responsibilities.  As a  general  matter,  the
Pre-Approval  Policies (i) specify certain types of audit,  audit-related,  tax,
and other services  determined to be  pre-approved by the Audit  Committee;  and
(ii) delineate specific  procedures  governing the mechanics of the pre-approval
process,  including the approval and  monitoring of audit and non-audit  service
fees.  Unless a service  is  specifically  pre-approved  under the  Pre-Approval
Policies,  it  must be  separately  pre-approved  by the  Audit  Committee.  The
Pre-Approval Policies and the types of audit and non-audit services pre-approved
therein must be reviewed  and  ratified by the Fund's  Audit  Committee at least
annually.  The Fund's Audit  Committee  maintains  full  responsibility  for the
appointment,  compensation,  and oversight of the work of the Fund's independent
registered public accounting firm.

     The following table presents (i) the aggregate  non-audit fees (i.e.,  fees
for audit-related,  tax, and other services) billed for services rendered to the
Fund by the Fund's independent  registered public accounting firm for the Fund's
first fiscal year ended August 31, 2004;  and (ii) the aggregate  non-audit fees
(i.e.,  fees for  audit-related,  tax, and other  services)  billed for services
rendered to the Eaton Vance  Organization by the Fund's  independent  registered
public accounting firm for the Fund's first fiscal year ended August 31, 2004.


FISCAL YEAR ENDED                8/31/04(1)
------------------------------- -------------
Fund                            $   43,850
Eaton Vance(2)                  $  342,084

(1)  For the period from the Fund's  commencement of operations on September 30,
     2003, to August 31, 2004.

(2)  The  Fund's  investment  adviser,  as  well as any of its  affiliates  that
     provide ongoing services to the Fund, are subsidiaries of Eaton Vance Corp.

     The Fund's Audit  Committee  has  considered  whether the  provision by the
Fund's  independent  registered public accounting firm of non-audit  services to
the Fund's  investment  adviser,  as well as any of its affiliates  that provide
ongoing  services  to the Fund,  that  were not  pre-approved  pursuant  to Rule
2-01(c)(7)(ii)  of Regulation S-X is compatible with maintaining the independent
registered public accounting firm's independence.

OFFICERS OF THE FUND

     The  officers of the Fund and their  length of service are set forth below.
The  officers  of the Fund  hold  indefinite  terms of office  because  of their
positions with Eaton Vance and their ownership of EVC stock, the officers of the
Fund will benefit from the advisory and administration  fees paid by the Fund to
Eaton Vance.  As of the record  date,  the officers of the Fund as a group owned
4,250 shares of the Fund.

                                       8


                                               TERM OF OFFICE
                               POSITION(S)     AND LENGTH OF                        PRINCIPAL OCCUPATIONS
NAME, ADDRESS AND AGE(1)     HELD WITH FUND     TIME SERVED                       DURING PAST FIVE YEARS(2)
---------------------------- ---------------- ----------------- ---------------------------------------------------------------
                                                       
THOMAS E. FAUST JR.          President        Since 2003        Executive Vice President of Eaton Vance, BMR, EVC and EV;
DOB:  5/31/58                                                   Chief Investment Officer of Eaton Vance and BMR and Director
                                                                of EVC.  Chief Executive Officer of Belair Capital Fund LLC,
                                                                Belcrest Capital Fund LLC, Belmar Capital Fund LLC, Belport
                                                                Capital Fund LLC and Belrose Capital Fund LLC (private
                                                                investment companies sponsored by Eaton Vance).  Officer of
                                                                61 registered investment companies managed by Eaton Vance or
                                                                BMR.

THOMAS H. LUSTER             Vice President   Since 2003        Vice President of Eaton Vance and BMR. Officer of 16
DOB:  4/8/62                                                    registered investment companies managed by Eaton Vance or BMR.

MICHAEL R. MACH              Vice President   Since 2003        Vice President of Eaton Vance and BMR.  Officer of 31
DOB:  7/15/47                                                   registered investment companies managed by Eaton Vance or BMR.

JUDITH A. SARYAN             Vice President   Since 2003        Vice President of Eaton Vance and BMR. Officer of 30
DOB:  8/21/54                                                   registered investment companies managed by Eaton Vance or BMR.

ALAN R. DYNNER               Secretary        Since 2003        Vice President, Secretary and Chief Legal Officer of Eaton
DOB:  10/10/40                                                  Vance, BMR, EVD, EV and EVC.  Officer of 197 registered
                                                                investment companies managed by Eaton Vance or BMR.

JAMES L. O'CONNOR            Treasurer        Since 2003        Vice President of Eaton Vance, BMR and EVD.  Officer of 119
DOB:  4/1/45                                                    registered investment companies managed by Eaton Vance or BMR.

PAUL M. O'NEIL               Chief            Since 2004        Vice President of Eaton Vance and BMR.  Officer of 197
DOB:  7/11/53                Compliance                         registered investment companies managed by Eaton Vance or BMR.
                             Officer

(1)  The business address of each officer is The Eaton Vance Building, 255 State
     Street, Boston, Massachusetts 02109.
(2)  Includes both master and feeder funds in master-feeder structure.

INVESTMENT ADVISER AND ADMINISTRATOR

     Eaton  Vance  Management,  with its  principal  office at The  Eaton  Vance
Building,  255  State  Street,  Boston,   Massachusetts  02109,  serves  as  the
investment adviser and administrator to the Fund.

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 of
Trustees of the Fund will be borne by the Fund.  Proxies  will be  solicited  by
mail and may be  solicited in person or by telephone or facsimile by officers of
the Fund, by personnel of its administrator, Eaton Vance, by the transfer agent,
PFPC  Inc.,  or  by  broker-dealer  firms.  The  expenses  associated  with  the
solicitation  of these  proxies  and  with  any  further  proxies  which  may be
solicited by the Fund's officers, by Eaton Vance personnel,  by PFPC Inc., or by
broker-dealer firms, in person, or by telephone or by facsimile will be borne by
the Fund. A written  proxy may be  delivered  to the Fund or its transfer  agent
prior to the meeting by facsimile machine,  graphic  communication  equipment or
similar electronic  transmission.  The Fund 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 $129,000.

     All proxy  cards  solicited  by the  Board of  Trustees  that are  properly
executed and received by the Secretary  prior to the meeting,  and which are not
revoked,  will be voted at the meeting.  Shares represented by such proxies will
be voted in accordance with the  instructions  thereon.  If no  specification is
made on the proxy  card with  respect  to  Proposal  1, it will be voted for the

                                       9

matters  specified  on the proxy  card.  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 (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 the Fund in  obtaining  a quorum but will have no
effect on the outcome of Proposal 1.

     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 the Fund in
favor of any  Proposal  set forth in the Notice of this meeting are not received
by June 24, 2005,  the persons  named as  attorneys  in the  enclosed  proxy may
propose one or more  adjournments of the meeting to permit further  solicitation
of  proxies.  A  shareholder  vote may be taken on the  Proposal  in this  Proxy
Statement prior to such  adjournment if sufficient  votes have been received and
it is otherwise  appropriate.  Any such adjournment will require the affirmative
vote of the holders of a majority of the shares present in person or by proxy at
the session of the meeting to be  adjourned.  The persons  named as attorneys in
the enclosed  proxy 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 the Fund.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Based solely upon a review of the copies of the forms  received by the Fund, all
of the Trustees and officers of the Fund, EVM and its affiliates, and any person
who owns more than ten percent of the Fund's  outstanding  securities  have made
all filings required under Section 16(a) of the Securities  Exchange Act of 1934
regarding  ownership  of shares of the Fund for the  Fund's  fiscal  year  ended
August 31, 2004.

     The Fund will  furnish,  without  charge a copy of its most  recent  Annual
Report  for the fiscal  year  ended  August  31,  2004 to any  shareholder  upon
request.  Shareholders  desiring to obtain a copy of such report should write to
the Fund c/o PFPC Inc., Attn: Ms. Maura Stanley, P.O. Box 43027, Providence,  RI
02940-3027, or call 1-800-331-1710.

                              SHAREHOLDER PROPOSALS

     To be  considered  for  presentation  at the Fund's 2006 Annual  Meeting of
Shareholders,  a shareholder proposal submitted pursuant to Rule 14a-8 under the
Securities  Exchange Act of 1934 must be received at the Fund's principal office
c/o the Secretary of the Fund no later than December 30, 2005. Written notice of
a shareholder  proposal submitted outside of the processes of Rule 14a-8 must be
delivered to the Fund's  principal office c/o the Secretary of the Fund no later
than  February 27, 2006 and no earlier  than  January 27,  2006.  In order to be
included in the Fund's proxy statement and form of proxy, a shareholder proposal
must comply with all  applicable  legal  requirements.  Timely  submission  of a
proposal does not mean that such proposal will be included.

                                 EATON VANCE TAX-ADVANTAGED DIVIDEND INCOME FUND
April 29, 2005

                                       10

                                    EXHIBIT A

                                EATON VANCE FUNDS

                             AUDIT COMMITTEE CHARTER

I.   Composition of the Audit Committee.  The Audit Committee of each registered
     investment  company  sponsored  by Eaton Vance  Management  (each a "Fund")
     shall be comprised of at least three Trustees of the Board.  All members of
     the Audit Committee shall be Trustees who are not "interested  persons" (as
     defined under the Investment  Company Act of 1940, as amended ) of any Fund
     or of  the  investment  adviser  or  sub-adviser  of  any  Fund  (each,  an
     "Independent Trustee" and collectively,  the "Independent  Trustees").  The
     members of the Audit  Committee  shall  consist of the  Chairperson  of the
     Board of Trustees and such other  Independent  Trustees as may be appointed
     by the  Board,  which  shall  also  determine  the  number and term of such
     members.  Each member of the Audit  Committee shall have been determined by
     the Board of Trustees to have no material relationship that would interfere
     with the  exercise  of his or her  independent  judgment.  No member of the
     Audit  Committee  shall  receive  any  compensation   from  a  Fund  except
     compensation  for  service  as a  member  or  Chairperson  of the  Board of
     Trustees or of a committee of the Board. Each member of the Audit Committee
     shall also satisfy the applicable Audit Committee  membership  requirements
     imposed under the rules of the American  Stock  Exchange and New York Stock
     Exchange  (and any other  national  securities  exchange  on which a Fund's
     shares are listed), as in effect from time to time,  including with respect
     to the member's former  affiliations or employment and financial  literacy.
     At least one  member of the Audit  Committee  must have the  accounting  or
     related  financial  management   expertise  and  financial   sophistication
     required under applicable rules of the American Stock Exchange and New York
     Stock Exchange.  Unless it determines that no member of the Audit Committee
     qualifies as an audit  committee  financial  expert as defined in Item 3 of
     Form N-CSR,  the Board of Trustees will identify one (or in its discretion,
     more  than  one)  member  of the  Audit  Committee  as an  audit  committee
     financial  expert.  A Chairperson of the Audit Committee shall be appointed
     by the Board of Trustees on the recommendation of the Governance Committee.

II.  Purposes of the Audit  Committee.  The purposes of the Audit  Committee are
     to:

     1.   oversee each Fund's accounting and financial reporting processes,  its
          internal control over financial  reporting,  and, as appropriate,  the
          internal   control  over  financial   reporting  of  certain   service
          providers;

     2.   oversee or, as appropriate,  assist Board oversight of the quality and
          integrity of the Funds' financial statements and the independent audit
          thereof;

     3.   oversee,  or, as  appropriate,  assist Board  oversight of, the Funds'
          compliance with legal and regulatory  requirements  that relate to the
          Funds'  accounting  and  financial  reporting,  internal  control over
          financial reporting and independent audits;

     4.   approve prior to  appointment  the engagement  and, when  appropriate,
          replacement of the independent auditors, and, if applicable,  nominate
          independent  auditors to be proposed for  shareholder  ratification in
          any proxy statement of a Fund;

     5.   evaluate  the  qualifications,  independence  and  performance  of the
          independent  auditors  and the audit  partner in charge of leading the
          audit; and

                                      A-1

     6.   prepare such audit committee reports  consistent with the requirements
          of Rule 306 of Regulation S-K for inclusion in the proxy statement for
          the annual meeting of shareholders of a Fund.

     The primary function of the Audit Committee is oversight.  The Committee is
not  responsible  for  managing  the  Funds  or for  performing  tasks  that are
delegated to the officers of any Fund,  any  investment  adviser to a Fund,  the
custodian of a Fund, and other service  providers for the Funds,  and nothing in
this charter shall be construed to reduce the responsibilities or liabilities of
management or the Funds' service providers,  including the independent auditors.
It is management's responsibility to maintain appropriate systems for accounting
and internal  control over  financial  reporting.  Specifically,  management  is
responsible  for:  (1)  the  preparation,  presentation  and  integrity  of  the
financial statements of each Fund; (2) the maintenance of appropriate accounting
and financial  reporting  principles  and policies;  and (3) the  maintenance of
internal  control over  financial  reporting  and other  procedures  designed to
assure  compliance with accounting  standards and related laws and  regulations.
The independent  auditors are responsible for planning and carrying out an audit
consistent with  applicable  legal and  professional  standards and the terms of
their engagement  letter,  and shall report directly to the Audit Committee.  In
performing its oversight function,  the Committee shall be entitled to rely upon
advice and information  that it receives in its  discussions and  communications
with  management,  the  independent  auditors  and such  experts,  advisors  and
professionals as may be consulted by the Committee.

III. Meetings of the Audit  Committee.  Meetings of the Audit Committee shall be
     held at such times (but not less frequently than annually),  at such places
     and for such  purposes  (consistent  with the  purposes  set  forth in this
     charter)  as  determined  from time to time by the Board of  Trustees,  the
     Chairperson of the Board of Trustees,  the Committee or the  Chairperson of
     the Committee.  The Audit Committee shall set its agenda and the places and
     times of its meetings.  The Audit  Committee may meet alone and outside the
     presence of  management  personnel  with any  auditor of a Fund,  and shall
     periodically  meet separately with management,  with internal  auditors (or
     other personnel  responsible for internal control of financial  reporting),
     with any independent  auditors  rendering reports to the Audit Committee or
     the Board of Trustees and with legal counsel.  A majority of the members of
     the Audit  Committee  shall  constitute  a quorum  for the  transaction  of
     business  at any  meeting,  and the  decision  of a majority of the members
     present and voting shall  determine  any matter  submitted  to a vote.  The
     Audit Committee may adopt such procedures or rules as it deems  appropriate
     to govern its conduct under this charter.

IV.  Duties and Powers of the Audit  Committee.  To carry out its purposes,  the
     Audit Committee shall have the following  duties and powers with respect to
     each Fund:

     1.   To review and discuss with management and the independent auditors the
          audited financial  statements and other periodic financial  statements
          of the  Fund  (including  disclosures  under  the  item  "Management's
          Discussion of Fund Performance").

     2.   To consider  the results of the  examination  of the Fund's  financial
          statements by the  independent  auditors,  the  independent  auditors'
          opinion with respect thereto,  and any management letter issued by the
          independent auditors.

     3.   To review and discuss with the independent auditors:  (a) the scope of
          audits  and  audit  reports  and the  policies  relating  to  internal
          auditing  procedures  and  controls  and  the  accounting   principles
          employed  in the Fund's  financial  reports and any  proposed  changes
          therein; (b) the personnel, staffing, qualifications and experience of
          the independent auditors;  and (c) the compensation of the independent
          auditors.

                                      A-2

     4.   To review and assess the performance of the  independent  auditors and
          to approve,  on behalf of the Board of Trustees,  the  appointment and
          compensation  of the  independent  auditors.  Approval  by  the  Audit
          Committee  shall  be  in  addition  to  any  approval  required  under
          applicable  law by a majority  of the members of the Board of Trustees
          who are not  "interested  persons"  of the Fund as  defined in Section
          2(a)(19) of the 1940 Act. In performing  this function,  the Committee
          shall:  (a) consider whether there should be a regular rotation of the
          Fund's  independent  auditing firm;  (b) discuss with the  independent
          auditors matters bearing upon the  qualifications  of such auditors as
          "independent" under applicable  standards of independence  established
          from time to time by the Securities and Exchange  Commission  ("SEC"),
          the Public Company  Accounting  Oversight  Board and other  regulatory
          authorities;  and (c) shall secure from the  independent  auditors the
          information  required by Independence  Standards Board Standard No. 1,
          Independence Discussions with Audit Committees, as in effect from time
          to time. The Audit  Committee shall actively engage in a dialogue with
          the independent  auditors with respect to any disclosed  relationships
          or services that may impact the  objectivity  and  independence of the
          independent auditors.

     5.   To  pre-approve:  (a) audit and  non-audit  services  provided  by the
          independent  auditors to the Fund; and (b) non-audit services provided
          by the  independent  auditors  to the  adviser  or  any  other  entity
          controlling,  controlled  by or under common  control with the adviser
          that provides on-going services to the Fund ("Adviser  Affiliates") if
          the engagement of the  independent  auditors  relates  directly to the
          operations and financial reporting of the Fund, as contemplated by the
          Sarbanes-Oxley  Act of 2002 (the  "Sarbanes-Oxley  Act") and the rules
          issued  by the SEC in  connection  therewith  (except,  in the case of
          non-audit  services  provided  to the Fund or any  Adviser  Affiliate,
          those  within   applicable   de  minimis   statutory   or   regulatory
          exceptions),  and to consider  the possible  effect of providing  such
          services on the independence of the independent auditors.

     6.   To adopt,  to the extent deemed  appropriate  by the Audit  Committee,
          policies and  procedures  for  pre-approval  of the audit or non-audit
          services referred to above, including policies and procedures by which
          the  Audit  Committee  may  delegate  to one or  more  of its  members
          authority to grant such  pre-approval on behalf of the Audit Committee
          (subject to subsequent  reporting to the Audit  Committee).  The Audit
          Committee  hereby  delegates  to each of its members the  authority to
          pre-approve any non-audit  services referred to above between meetings
          of the Audit  Committee,  provided that:  (i) all  reasonable  efforts
          shall be made to obtain such  pre-approval from the Chairperson of the
          Committee prior to seeking such  pre-approval from any other member of
          the Committee;  and (ii) all such  pre-approvals  shall be reported to
          the Audit Committee not later than the next meeting thereof.

     7.   To consider the controls  implemented by the independent  auditors and
          any measures  taken by management  to ensure that all items  requiring
          pre-approval by the Audit Committee are identified and referred to the
          Audit Committee in a timely fashion.

     8.   To receive at least  annually  and prior to the filing with the SEC of
          the independent auditors' report on the Fund's financial statements, a
          report from such independent  auditors of: (i) all critical accounting
          policies and practices  used by the Fund (or, in  connection  with any
          update, any changes in such accounting  policies and practices),  (ii)
          all material alternative  accounting  treatments within GAAP that have
          been discussed with management since the last annual report or update,
          including the  ramifications of the use of the alternative  treatments

                                      A-3

          and the  treatment  preferred  by the  accounting  firm,  (iii)  other
          material written  communications  between the independent auditors and
          the  management  of the Fund since the last  annual  report or update,
          (iv) a description of all non-audit services provided,  including fees
          associated with the services, to any fund complex of which the Fund is
          a part since the last annual  report or update that was not subject to
          the  pre-approval  requirements as discussed  above; and (v) any other
          matters  of  concern  relating  to the  Fund's  financial  statements,
          including any uncorrected  misstatements (or audit  differences) whose
          effects management  believes are immaterial,  both individually and in
          aggregate,  to the  financial  statements  taken as a  whole.  If this
          information is not  communicated to the Committee within 90 days prior
          to the audit report's  filing with the SEC, the  independent  auditors
          will be required to provide an update,  in the 90 day period  prior to
          the filing, of any changes to the previously reported information.

     9.   To review  and  discuss  with the  independent  auditors  the  matters
          required  to be  communicated  with  respect to the Fund  pursuant  to
          Statement on Auditing Standards (SAS) No. 61 "Communication With Audit
          Committees," as in effect from time to time, and to receive such other
          communications   or  reports  from  the   independent   auditors  (and
          management's  responses to such reports or  communications)  as may be
          required under applicable listing standards of the national securities
          exchanges  on which the Fund's  shares are listed,  including a report
          describing:   (1)  the  internal  quality-control  procedures  of  the
          independent  auditors,  any material  issues raised by the most recent
          internal  quality-control  review,  or peer review, of the independent
          auditors,  or by any  inquiry  or  investigation  by  governmental  or
          professional regulatory authorities,  within the preceding five years,
          respecting  one  or  more  independent   audits  carried  out  by  the
          independent  auditors,  and any  steps  taken  to deal  with  any such
          issues; and (2) all relationships between the independent auditors and
          the Fund and any other  relationships  or services that may impact the
          objectivity  and  independence  of the  independent  auditors.  To the
          extent  unresolved  disagreements  exist  between  management  and the
          independent auditors regarding the financial reporting of the Fund, it
          shall be the  responsibility  of the Audit  Committee  to resolve such
          disagreements.

     10.  To consider  and review with the  independent  auditors any reports of
          audit problems or  difficulties  that may have arisen in the course of
          the audit,  including any  limitations on the scope of the audit,  and
          management's response thereto.

     11.  To establish  hiring policies for employees or former employees of the
          independent  auditors  who will serve as officers or  employees of the
          Fund.

     12.  With  respect  to each Fund the  securities  of which are  listed on a
          national securities exchange,  to: (a) provide a recommendation to the
          Board of Trustees  regarding whether the audited financial  statements
          of the Fund should be included in the annual report to shareholders of
          the Fund; and (b) to prepare an audit committee report consistent with
          the  requirements  of Rule 306 of Regulation  S-K for inclusion in the
          proxy statement for the Fund's annual meeting of shareholders.

     13.  To  discuss  generally  the  Fund's  earnings  releases,  as  well  as
          financial  information  and  guidance  provided to analysts and rating
          agencies,  in the event a Fund  issues any such  releases  or provides
          such  information or guidance.  Such discussions may include the types
          of  information  to be disclosed  and the type of  presentation  to be
          made.  The Audit  Committee  need not discuss in advance each earnings
          release or each instance in which earnings guidance may be provided.

                                      A-4

     14.  To consider the Fund's major  financial  risk  exposures and the steps
          management has taken to monitor and control such exposures,  including
          guidelines and policies to govern the process by which risk assessment
          and management is undertaken.

     15.  To review  and  report to the Board of  Trustees  with  respect to any
          material accounting,  tax, valuation,  or record-keeping  issues which
          may affect the Fund, its respective financial statements or the amount
          of their dividend or distribution rates.

     16.  To establish procedures for: (a) the receipt, retention, and treatment
          of  complaints  received by the Fund  regarding  accounting,  internal
          accounting  controls,  or auditing matters;  and (b) the confidential,
          anonymous submission by employees of the Fund or its service providers
          (including  its   investment   advisers,   administrators,   principal
          underwriters and any other provider of accounting  related services to
          the Fund) of concerns  regarding  questionable  accounting or auditing
          matters.  The Audit  Committee  hereby  establishes the procedures set
          forth in Appendix A hereto with respect to such matters.

     17.  To direct and supervise  investigations with respect to the following:
          (a)  evidence of fraud or  significant  deficiencies  in the design or
          implementation  of internal  controls reported to the Committee by the
          principal  executive or financial officers of the Fund pursuant to the
          requirements of the  Sarbanes-Oxley Act and related rules; and (b) any
          other  matters  within  the  scope  of  this  charter,  including  the
          integrity  of  reported  facts  and  figures,   ethical  conduct,  and
          appropriate  disclosure  concerning  the  financial  statements of the
          Funds.

     18.  To  review  and  recommend  to the  Board  of  Trustees  policies  and
          procedures  for valuing  portfolio  securities of the Fund and to make
          recommendations to the Board of Trustees with respect to specific fair
          value  determinations  and any pricing errors involving such portfolio
          securities.

     19.  To  act on  such  other  matters  as may  be  delegated  to the  Audit
          Committee by the Board of Trustees from time to time.

     20.  To  review  the  adequacy  of this  charter  and  evaluate  the  Audit
          Committee's  performance of its duties and responsibilities  hereunder
          at  least  annually,  and to  make  recommendations  to the  Board  of
          Trustees for any appropriate changes or other action.

     21.  To report its  activities  to the Board of Trustees on a regular basis
          and make  such  recommendations  with  respect  to the above and other
          matters as the Audit Committee may deem necessary or appropriate.

V.   Resources and Authority of the Audit  Committee.  The Audit Committee shall
     have  the   resources   and   authority   appropriate   to  discharge   its
     responsibilities,  including the authority to engage  independent  auditors
     for special  audits,  reviews and other  procedures  and to retain  special
     counsel and other experts or consultants  at the expense of the Funds.  The
     Audit Committee may determine the appropriate levels of funding for payment
     of  compensation  to  such  independent  auditors,   counsel,  experts  and
     consultants,   and  the  ordinary  administrative  expenses  of  the  Audit
     Committee  necessary or  appropriate  in carrying out its duties under this
     charter.  In fulfilling its duties under this charter,  the Audit Committee
     shall have direct access to such officers and employees of the Funds, Eaton
     Vance  Management and any of its affiliated  companies and the Funds' other
     services providers as it deems necessary or desirable.

                                      A-5

                                   APPENDIX A

                                EATON VANCE FUNDS

                      AUDIT COMMITTEE COMPLAINT PROCEDURES

This policy  outlines  the  procedures  that the Audit  Committee of each of the
registered  investment  companies  sponsored by Eaton Vance Management  (each, a
"Fund") shall employ with respect to complaints regarding  accounting,  internal
accounting   controls  or  auditing   matters   concerning  each  of  the  Funds
("Complaints").  Each Employee (as defined  below) shall be provided with a copy
of these procedures upon assuming his or her duties as an Employee, and annually
thereafter.

I.   Procedures for Receiving Complaints

All officers and  employees of a Fund and, to the extent their duties  relate to
accounting,  internal  accounting controls or auditing matters for the Fund, the
officers  and  employees  of the  Fund's  investment  advisers,  administrators,
principal  underwriters and any other provider of accounting related services to
the Fund (collectively  referred to herein as "Employees"),  may make complaints
anonymously and in a confidential manner as follows:

     1.   The complaining Employee may place a telephone call to the Chairperson
          of the Audit  Committee.  During this phone call, the Employee  should
          identify the source of his or her Complaint and the practices that are
          alleged to  constitute  an  impropriety  with  respect to  accounting,
          internal  auditing  controls or auditing  matters  relating to a Fund,
          providing as much detail as possible.

     2.   Alternatively, the Employee may submit to the Chairperson of the Audit
          Committee (by hand,  mail,  e-mail or fax) a  confidential  memorandum
          which details the  Employee's  Complaint  and the  practices  that are
          alleged  to  constitute  an  improper  accounting,  internal  auditing
          control or auditing matter, providing as much detail as possible.

     3.   The name and contact  information  for the current  Chairperson of the
          Audit  Committee  will be provided to Employees when they are provided
          with a copy of these procedures.

II.  Procedures for Treating Complaints

The  Chairperson of the Audit Committee or another member of the Audit Committee
will  conduct an initial  evaluation  of each  Complaint  received  by the Audit
Committee as soon as reasonably  practicable  following  receipt.  In connection
with the initial  evaluation  the  Chairperson  of the Audit  Committee (or such
other  member of the Audit  Committee)  will  determine  whether  the  Complaint
actually  relates to the accounting,  internal  accounting  controls or auditing
matters of a Fund and,  if not,  whether it should be  reviewed by a party other
than the Audit  Committee.  The  Chairperson of the Audit  Committee  shall also
determine whether the Complaint requires investigation by the Audit Committee.

After the initial evaluation is complete, all Complaints requiring investigation
by the Audit Committee will be discussed at the next regularly-scheduled meeting
of the Audit Committee, or a specially-scheduled meeting in advance thereof. The
Audit Committee shall investigate the Complaints as follows:

     1.   the Audit  Committee may choose to investigate  the Complaint  through
          its own members and/or with the assistance of counsel;

                                      A-6

     2.   the Audit  Committee  may  select a  designee  within  the Fund or its
          service  providers to  investigate  the  Complaint,  provided that the
          identity of the  complaining  Employee  shall not be disclosed to such
          designee.   Under  no  circumstances  will  a  party  who  has  direct
          supervisory  control or who may be  responsible  for the action giving
          rise to the Complaint be charged with its investigation;

     3.   the Audit Committee may retain an outside party (other than the Fund's
          independent auditors) to investigate the Complaint; or

     4.   the Audit Committee may investigate the Complaint in such other manner
          determined by the Audit Committee.

Any party  designated to  investigate a Complaint  shall be provided  reasonable
access to the Fund's (and to the extent deemed necessary by the Audit Committee,
the Fund's service providers')  employees,  documents,  and computer systems for
purposes  of   conducting   the   investigation.   At  the   conclusion  of  its
investigation,   which  shall  be  completed  promptly  after  referral  of  the
Complaint,  the investigating party will be responsible for making a full report
to the Audit Committee with respect to the Complaint and to make recommendations
for corrective  actions,  if any, to be taken by the Fund.  The Audit  Committee
will  then  report  to the  Board of  Trustees  at its next  regularly-scheduled
meeting with respect to the Complaint and any corrective actions  recommended by
the Audit Committee.  If the Complaint  involves  improprieties of any member of
the Board of Trustees,  the Audit  Committee may make its report in an executive
session of the Board of Trustees.

III. Procedures for Retaining Complaints

The Chairperson of the Audit Committee will be responsible for ensuring that all
Complaints  received  by  the  Audit  Committee,  together  with  any  documents
pertaining  to  the  Audit  Committee  (or  its  designee's)  investigation  and
treatment  of the  Complaint,  are  retained  for six years,  or for such longer
period  as may be  required  by  applicable  law,  in a manner  consistent  with
preserving the anonymity of Employees who have submitted Complaints.

                                      A-7

                                    EXHIBIT B

                           EATON VANCE GROUP OF FUNDS

                          GOVERNANCE COMMITTEE CHARTER

I.   Composition of the Governance  Committee.  The Governance Committee of each
     registered  investment  company sponsored by Eaton Vance Management (each a
     "Fund")  shall be  comprised of at least three  Trustees of the Board.  All
     members  of  the  Governance  Committee  shall  be  Trustees  who  are  not
     "interested  persons" (as defined under the Investment Company Act of 1940,
     as amended) of any Fund or of the investment  adviser or sub-adviser of any
     Fund (each, an "Independent  Trustee" and  collectively,  the  "Independent
     Trustees").  The members of the Governance  Committee  shall consist of the
     Chairperson of the Board of Trustees and such other Independent Trustees as
     may be appointed by the Board,  which shall also  determine  the number and
     term of such members.  A Chairperson of the Governance  Committee  shall be
     appointed by the Board of Trustees on the  recommendation of the Governance
     Committee.

II.  Purpose  of  the  Governance  Committee.  The  purpose  of  the  Governance
     Committee is to consider, evaluate and make recommendations to the Board of
     Trustees  with respect to the  structure,  membership  and operation of the
     Board of Trustees and the Committees thereof,  including the nomination and
     selection  of  Independent  Trustees  and a  Chairperson  of the  Board  of
     Trustees, and the compensation of such persons.

III. Meetings of the Governance Committee.  Meetings of the Governance Committee
     shall be held at such times (but not less  frequently  than  annually),  at
     such places and for such purposes  (consistent  with the purposes set forth
     in this charter) as determined  from time to time by the Board of Trustees,
     the Chairperson of the Board of Trustees,  the Committee or the Chairperson
     of the  Committee.  A majority of the members of the  Governance  Committee
     shall  constitute  a quorum for  purposes  of  transacting  business at any
     meeting,  and the decision of a majority of the members  present and voting
     shall  determine any matter  submitted to a vote. The Governance  Committee
     may adopt such  procedures or rules as it deems  appropriate  to govern its
     conduct under this charter.

IV.  Duties and Powers of the  Governance  Committee.  To carry out its purpose,
     the Governance  Committee  shall have the following  duties and powers with
     respect to each Fund:

     1.   To  consider  and adopt  procedures  for  identifying  and  evaluating
          candidates  for the position of  Independent  Trustee,  including  the
          procedures  to be  followed by  shareholders  of the Fund that wish to
          recommend  such  candidates  for   consideration   by  the  Governance
          Committee. Such procedures are set forth on Appendix A hereto.

     2.   To recommend to the Board of Trustees  individuals  to be appointed or
          nominated for election as Independent Trustees.

     3.   To  recommend to the Board of Trustees  from time to time,  and in any
          event  at  least  every  four  years,  an  Independent  Trustee  to be
          appointed as  Chairperson  of the Board of Trustees,  with such duties
          and powers as are set forth on Appendix B hereto.

     4.   To  evaluate  the Board of  Trustees'  performance  of its  duties and
          responsibilities  at least annually,  which  evaluation  shall include
          consideration  of the  number of funds on whose  boards  each  Trustee
          serves,  and to make  recommendations to the Board of Trustees for any
          appropriate action designed to enhance such performance.

                                      B-1

     5.   To  review  periodically  the  compensation  of the  Trustees  and the
          Chairperson  of the Board of Trustees and to make  recommendations  to
          the  Board  of   Trustees   for  any   appropriate   changes  to  such
          compensation.

     6.   To review at least annually and make  recommendations  to the Board of
          Trustees with respect to the identity,  responsibilities,  composition
          and effectiveness of the various Committees of the Board of Trustees.

     7.   To  review   periodically  the  Board's   membership,   structure  and
          operation,  and make  recommendations  to the Board of  Trustees  with
          respect to these matters,  including the identity of any Trustee to be
          selected to serve as a Chairperson of a Committee of the Board.

     8.   To review periodically,  and make recommendations with respect to, the
          allocation   of   responsibilities   among  the   various   committees
          established from time to time by the Board of Trustees.

     9.   To review the adequacy of this  charter and  evaluate  the  Governance
          Committee's performance of its duties and responsibilities  hereunder,
          and make  recommendations  for any appropriate changes or other action
          to the Board of Trustees.

     10.  To report its  activities  to the Board of Trustees on a regular basis
          and make  such  recommendations  with  respect  to the above and other
          matters as the Governance Committee may deem necessary or appropriate.

V.   Resources  and  Authority  of  the  Governance  Committee.  The  Governance
     Committee  shall have the resources and authority  appropriate to discharge
     its  responsibilities,  including the authority to engage special  counsel,
     other experts and consultants,  at the expense of the Funds. The Governance
     Committee may determine  the  appropriate  levels of funding for payment of
     compensation  to such counsel,  experts and  consultants,  and the ordinary
     administrative   expenses  of  the   Governance   Committee   necessary  or
     appropriate  in carrying out its duties under this charter.  The Governance
     Committee may also make  recommendations  with respect to making  available
     educational resources to the Independent Trustees. In fulfilling its duties
     under this charter,  the Governance  Committee  shall have direct access to
     such officers and employees of the Funds, Eaton Vance Management and any of
     its  affiliated  companies  and the Funds' other  services  providers as it
     deems necessary or desirable.

                                      B-2

                                   APPENDIX A

                                EATON VANCE FUNDS

                PROCEDURES WITH RESPECT TO NOMINEES TO THE BOARD

I.   Identification of Candidates.  When a vacancy on the Board of a Fund exists
     or is  anticipated,  and such  vacancy  is to be filled  by an  Independent
     Trustee,  the Governance  Committee shall identify  candidates by obtaining
     referrals from such sources as it may deem  appropriate,  which may include
     current  Trustees,  management of the Funds,  counsel and other advisors to
     the Trustees,  and  shareholders  of a Fund who submit  recommendations  in
     accordance  with  these  procedures.  In  no  event  shall  the  Governance
     Committee  consider as a candidate to fill any such  vacancy an  individual
     recommended by management of the Funds, unless the Governance Committee has
     invited management to make such a recommendation.

II.  Shareholder  Candidates.  The Governance  Committee shall, when identifying
     candidates  for the  position of  Independent  Trustee,  consider  any such
     candidate  recommended  by a shareholder  of a Fund if such  recommendation
     contains (i) sufficient  background  information  concerning the candidate,
     including  evidence  the  candidate  is willing to serve as an  Independent
     Trustee  if  selected  for  the  position;   and  (ii)  is  received  in  a
     sufficiently  timely  manner  (and in any  event  no  later  than  the date
     specified  for receipt of  shareholder  proposals in any  applicable  proxy
     statement  with  respect  to a Fund).  Shareholders  shall be  directed  to
     address  any  such  recommendations  in  writing  to the  attention  of the
     Governance  Committee,  c/o the Secretary of the Fund. The Secretary  shall
     retain copies of any shareholder  recommendations  which meet the foregoing
     requirements for a period of not more than 12 months following receipt. The
     Secretary   shall  have  no  obligation  to  acknowledge   receipt  of  any
     shareholder recommendations.

III. Evaluation of  Candidates.  In evaluating a candidate for a position on the
     Board of a Fund, including any candidate recommended by shareholders of the
     Fund,  the  Governance  Committee  shall  consider the  following:  (i) the
     candidate's knowledge in matters relating to the mutual fund industry; (ii)
     any  experience  possessed by the candidate as a director or senior officer
     of public companies; (iii) the candidate's educational background, (iv) the
     candidate's   reputation  for  high  ethical   standards  and  professional
     integrity;  (v)  any  specific  financial,  technical  or  other  expertise
     possessed by the candidate,  and the extent to which such  expertise  would
     complement  the  Board's  existing  mix of skills,  core  competencies  and
     qualifications; (vi) the candidate's perceived ability to contribute to the
     ongoing  functions  of the Board,  including  the  candidate's  ability and
     commitment to attend meetings regularly and work collaboratively with other
     members  of the  Board;  (vii) the  candidate's  ability  to  qualify as an
     Independent  Trustee for  purposes of the 1940 Act and any other  actual or
     potential  conflicts of interest  involving the candidate and the Fund; and
     (viii) such other  factors as the  Governance  Committee  determines  to be
     relevant  in  light  of the  existing  composition  of the  Board  and  any
     anticipated vacancies. Prior to making a final recommendation to the Board,
     the  Governance  Committee  shall conduct  personal  interviews  with those
     candidates it concludes are the most qualified candidates.

                                      B-3

                                   APPENDIX B

                                EATON VANCE FUNDS

                       OFFICE OF CHAIRPERSON OF THE BOARD

I.   Independent Chairperson of the Board. The Governance Committee is empowered
     to recommend an  Independent  Trustee for  appointment by the full Board of
     Trustees as the Chairperson of the Board. The power and authority vested in
     the  Chairperson  and  his or her  status  as an  Independent  Trustee  are
     intended to enhance the ability of the Trustees to promote the interests of
     the shareholders of the Funds. The  Chairperson's  role is non-executive in
     nature,  and the  Chairperson  shall not be  directly  responsible  for the
     day-to-day operation or administration of the Funds, nor for decisions with
     respect to matters that would  otherwise be within the purview of the Board
     as a whole or the Independent Trustees as a group.

II.  Duties and Powers of the  Chairperson.  The  Chairperson of the Board shall
     have the following duties and powers with respect to each Fund:

     1.   To preside  at  meetings  of the Board of  Trustees;  and to  exercise
          primary  responsibility  with respect to the agenda of such  meetings,
          the topics  discussed,  the amount of time spent on each topic and the
          order in which topics are addressed.

     2.   To serve as a member of the Governance,  Special and Audit  Committees
          of the  Board  of  Trustees  and to serve  as the  Chairperson  of the
          Special Committee of the Board.

     3.   To call meetings of the Board of Trustees and of any Committee thereof
          on such occasions and under such  circumstances as the Chairperson may
          deem necessary or desirable.

     4.   To serve as a principal  liaison  with  management  and counsel to the
          Funds with respect to matters involving the Board of Trustees.

     5.   To have the power and  authority  (but not the duty) to  preside  from
          time to time at  meetings  of the  shareholders  of the  Fund,  and to
          delegate such power and authority to other Trustees or officers of the
          Fund, in each case on such occasions and under such  circumstances  as
          may be deemed  necessary or desirable  by the  Chairperson;  provided,
          however,  that in the event that the Chairperson does not preside at a
          meeting  of  shareholders  or  delegate  such power and  authority  to
          another  Trustee or officer of the Fund,  the President of the Fund or
          the President's designee shall preside at such meeting.

     6.   To serve as a point of  contact  for  shareholders  and other  persons
          wishing to communicate  with the Independent  Trustees or the Board of
          Trustees.

     7.   To have and exercise such duties and powers as are typically vested in
          a "lead" independent trustee of a mutual fund.

     8.   To have,  exercise and perform such additional  duties and powers with
          respect  to  the  Fund  as  from  to  time  may  be  delegated  to the
          Chairperson by the Board of Trustees.

                                      B-4

III. Term of  Appointment.  Each  appointee to the office of  Chairperson of the
     Board  shall serve in such  capacity  for a term of four years or until (i)
     such  appointee's  earlier  resignation  or removal from such office by the
     Board of Trustees upon the recommendation of the Governance  Committee,  or
     (ii) such appointee ceases to be a member of the Board of Trustees.

IV.  Resources and Authority of the  Chairperson.  The  Chairperson of the Board
     shall  have the  resources  and  authority  appropriate  to  discharge  the
     responsibilities  of the office,  including the authority to engage, at the
     expense of the Funds, such advisors,  agents, clerks, employees and counsel
     as may be deemed necessary or desirable by the Governance  Committee or the
     Chairperson.   The  Chairperson,   in  consultation   with  the  Governance
     Committee,  may determine the appropriate  levels of funding for payment of
     compensation  to such persons.  In fulfilling  his or her  responsibilities
     hereunder,  the  Chairperson  shall have direct access to such officers and
     employees of the Funds,  Eaton Vance  Management  and any of its affiliated
     companies  and  the  Funds'  other  service  providers  as he or she  deems
     necessary or desirable.

V.   Ongoing Review by Committee.  In establishing the office of the Chairperson
     of the Board, the Governance Committee has sought to implement, in a timely
     manner,  certain  governance  practices  set  forth in  final  rules of the
     Securities  and  Exchange  Commission,  in respect of which  compliance  is
     required on or before  January 16, 2006.  The  Committee  will  continue to
     monitor the effectiveness of the office of the Chairperson,  and will make,
     on an  ongoing  basis,  such  further  changes  to the  duties,  powers and
     prerogatives  of such office as it may determine are appropriate to enhance
     its effectiveness.

                                      B-5

                                      PROXY

                 EATON VANCE TAX-ADVANTAGED DIVIDEND INCOME FUND

                  ANNUAL MEETING OF SHAREHOLDERS, JUNE 24, 2005
                 PROXY SOLICITED ON BEHALF OF BOARD OF TRUSTEES

                            HOLDERS OF COMMON SHARES


     The  undersigned  holder of Common Shares of  beneficial  interest of Eaton
Vance Tax-Advantaged  Dividend Income Fund, a Massachusetts  business trust (the
"Fund"),  hereby  appoints  THOMAS E. FAUST JR.,  JAMES B.  HAWKES,  and ALAN R.
DYNNER,  and each of them,  with full power of substitution  and revocation,  as
proxies to represent the  undersigned at the Annual Meeting of  Shareholders  of
the  Fund to be held at the  principal  office  of the  Fund,  The  Eaton  Vance
Building,  255 State Street,  Boston,  Massachusetts  02109, on Friday, June 24,
2005 at 1:30  P.M.,  and at any and all  adjournments  thereof,  and to vote all
Common Shares of the Fund which the undersigned  would be entitled to vote, with
all powers the undersigned  would possess if personally  present,  in accordance
with the instructions on this proxy.

              PLEASE VOTE, DATE, AND SIGN ON OTHER SIDE AND RETURN
                       PROMPTLY IN THE ENCLOSED ENVELOPE.


SEE REVERSE        CONTINUED AND TO BE SIGNED ON REVERSE SIDE        SEE REVERSE
    SIDE                                                                 SIDE


     PLEASE MARK
[X]  VOTES AS IN
     THIS EXAMPLE.

WHEN THIS PROXY IS  PROPERLY  EXECUTED,  THE SHARES  REPRESENTED  HEREBY WILL BE
VOTED AS SPECIFIED.  IF NO  SPECIFICATION  IS MADE, THIS PROXY WILL BE VOTED FOR
THE PROPOSAL SET FORTH BELOW AND IN THE  DISCRETION  OF THE PROXIES WITH RESPECT
TO ALL OTHER MATTERS  WHICH MAY PROPERLY COME BEFORE THE ANNUAL  MEETING AND ANY
ADJOURNMENTS  THEREOF. THE UNDERSIGNED  ACKNOWLEDGES RECEIPT OF THE ACCOMPANYING
NOTICE OF ANNUAL MEETING AND PROXY STATEMENT.

1.   To elect two Trustees of the Fund as follows:
     NOMINEE: (01) James B. Hawkes


       FOR                      WITHHELD
     NOMINEE    [ ]     [ ]   FROM NOMINEE

     NOMINEE:   (02)  William H. Park

       FOR                      WITHHELD
     NOMINEE    [ ]     [ ]   FROM NOMINEE


                               MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]

                                      MARK HERE FOR COMMENT AND NOTE AT LEFT [ ]


                                    Please  sign  this  proxy  exactly  as  your
                                    name  appears  on the  books  of  the  Fund.
                                    Joint  owners  should each sign  personally.
                                    Trustees   and  other   fiduciaries   should
                                    indicate  the  capacity  in which they sign,
                                    and  where  more  than one name  appears,  a
                                    majority  must  sign.   If  a   corporation,
                                    this   signature   should   be  that  of  an
                                    authorized  officer who should  state his or
                                    her title.


Signature:________________  Date:________   Signature:____________ Date:________


                 EATON VANCE TAX-ADVANTAGED DIVIDEND INCOME FUND

                  ANNUAL MEETING OF SHAREHOLDERS, JUNE 24, 2005
                 PROXY SOLICITED ON BEHALF OF BOARD OF TRUSTEES



     The  undersigned   holder  of  Auction  Preferred  Shares  of  Eaton  Vance
Tax-Advantaged  Dividend  Income  Fund,  a  Massachusetts  business  trust  (the
"Fund"),  hereby  appoints  THOMAS E.  FAUST  JR.,  JAMES B.  HAWKES and ALAN R.
DYNNER,  and each of them,  with full power of substitution  and revocation,  as
proxies to represent the  undersigned at the Annual Meeting of  Shareholders  of
the  Fund to be held at the  principal  office  of the  Fund,  The  Eaton  Vance
Building,  255 State Street,  Boston,  Massachusetts  02109, on Friday, June 24,
2005 at 1:30  P.M.,  and at any and all  adjournments  thereof,  and to vote all
Auction  Preferred Shares of the Fund which the undersigned would be entitled to
vote, with all powers the undersigned  would possess if personally  present,  in
accordance with the instructions on this proxy.

              PLEASE VOTE, DATE, AND SIGN ON OTHER SIDE AND RETURN
                         PROMPTLY IN ENCLOSED ENVELOPE.


SEE REVERSE        CONTINUED AND TO BE SIGNED ON REVERSE SIDE        SEE REVERSE
  SIDE                                                                  SIDE



                                   DETACH HERE


     PLEASE MARK
[X]  VOTES AS IN
     THIS EXAMPLE.

WHEN THIS PROXY IS  PROPERLY  EXECUTED,  THE SHARES  REPRESENTED  HEREBY WILL BE
VOTED AS SPECIFIED.  IF NO  SPECIFICATION  IS MADE, THIS PROXY WILL BE VOTED FOR
THE PROPOSAL SET FORTH BELOW AND IN THE  DISCRETION  OF THE PROXIES WITH RESPECT
TO ALL OTHER MATTERS  WHICH MAY PROPERLY COME BEFORE THE ANNUAL  MEETING AND ANY
ADJOURNMENTS  THEREOF. THE UNDERSIGNED  ACKNOWLEDGES RECEIPT OF THE ACCOMPANYING
NOTICE OF ANNUAL MEETING AND PROXY STATEMENT.


1.   To elect two Trustees of the Fund to represent all Shareholders as follows:

     NOMINEES:  (01)   James B. Hawkes
                (02)   William H. Park


      FOR ALL                       WITHHELD
     NOMINEES   [ ]     [ ]     FROM ALL NOMINEES


[ ]  __________________________________________
     (Instructions:  To withhold authority to vote for any
     nominee, write those nominees' names above.)


                              MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT  [ ]

                              MARK HERE FOR COMMENT AND NOTE AT LEFT         [ ]


                    Please sign this proxy  exactly as your name  appears on the
                    books of the Fund. Joint owners should each sign personally.
                    Trustees and other fiduciaries  should indicate the capacity
                    in which they sign, and where more than one name appears,  a
                    majority must sign. If a corporation,  this signature should
                    be that of an authorized officer who should state his or her
                    title.


Signature:_______________ Date:____ Signature:______________________ Date:______