July 24, 2019
VIA EDGAR
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: Eaton Vance Tax-Advantaged Dividend Income Fund (the “Fund” or the “Registrant”)
Registration Statement on Form N-2 (333-230093; 811-21400)
Ladies and Gentlemen:
This letter responds to comments provided telephonically to the undersigned on March 15, 2019 and March 26, 2019 regarding the registration statement of the Fund on Form N-2 filed on March 6, 2019 (the “Filing”) (Accession No. 0000940394-19-000508). The comments and the Funds’ responses are set forth below.
The following comments were conveyed by Lauren Hamilton on March 15, 2019.
Response: The Fee Table has been updated accordingly.
Response: The Fee Table under “Summary of Fund Expenses” has been updated with footnotes (6) and (7).
The following comments were conveyed by Lisa Larkin on March 26, 2019.
Response: The Fund confirms that for purposes of the 80% test, “total assets” is defined as net assets plus any borrowings for investment purposes. The preceding language has been incorporated into the Prospectus.
Response: An issuer will be considered domestic if its Bloomberg country of risk classification is designated as the United States. Bloomberg defines the country of risk based upon management location, country of primary listing, country of revenue and reporting currency of the issuer.
Response: As disclosed in the “Federal Income Tax Matters” section of the Prospectus, dividends received from a foreign corporation may be treated as “tax-advantaged” if the dividend of such foreign corporation is domiciled in a country with which the United States has a tax treaty or the dividend is paid on the stock of a foreign corporation readily tradable on an established U.S. securities market, as long as the corporation is not treated as a passive foreign investment company.
Response: The disclosure related to the pending LIBOR changes has been added to the Fund’s Statement of Additional Information.
Response: The disclosure in the Prospectus under “SPECIAL RISK CONSIDERATIONS,” states the following: “Hybrid securities generally possess characteristics common to both equity and debt securities. Preferred stocks, convertible securities, and certain debt obligations are types of hybrid securities. Hybrid securities generally have a preference over common stock in the event of the issuer’s liquidation and perpetual or near perpetual terms at time of issuance. Hybrid securities generally do not have voting rights or have limited voting rights. Because hybrid securities have both debt and equity characteristics, their values vary in response to many factors, including general market and economic conditions, issuer-specific events, changes in interest rates, credit spreads and the credit quality of the issuer, and, for convertible securities, factors affecting the securities into which they convert.”
Response: The disclosure has been amended to reference total assets rather than net assets.
Response: The disclosure has been updated to indicate that, in addition to junk bonds, the Fund may invest in non-rated securities that the Adviser determines to be below investment grade.
Response: The Fund invests predominantly in common stocks. In consideration of the Fund’s investment policies and strategies, we believe the current cover language and cross reference appropriately satisfies the referenced instruction.
Response: The disclosure has been updated to state that other securities can include preferred stocks, hybrid securities, or bonds.
Response: The disclosure has been updated to indicate that the Fund may not invest 25% or more of its total assets in the securities of issuers in any single industry.
Response: The Fund acknowledges this comment.
Response: Although the Fund does not presently intend to write (sell) credit default swaps, if it did so, the Fund confirms that it will segregate the full notional amount payable under the agreement.
Response: Under the “INVESTMENT STRATEGIES” section of the Prospectus, a cross reference has been made to the “Additional Investment Practices” section of the Prospectus which discloses the additional types of investments in which the Fund may engage.
Response: The Fund so confirms.
Response: A form-of Prospectus Supplement to be used in connection with the offering of the Fund’s common shares will be filed with the with the definitive filing.
Response: The Fund has added the following disclosure: “A return of capital is treated as a non-dividend distribution for tax purposes and is not subject to current tax. A return of capital reduces a shareholder’s tax cost basis in Fund shares.”
Response: “Sector Risk” has been updated accordingly.
Response: The disclosure has been updated to include Currency Risk.
Response: Acquired fund fees and expenses have been included in the Fee Table under “Summary of Fund Expenses.”
Response: The disclosure regarding “Foreign Securities,” “Foreign Currency Transactions,” and “Swaps” currently listed under “ADDITIONAL INVESTMENT PRACTICES” has been moved to “ADDITIONAL RISK CONSIDERATIONS”. The remaining disclosure under “ADDITIONAL INVESTMENT PRACTICES” relates to non-principal strategies. In addition, disclosure regarding investments in illiquid securities has been added under “ADDITIONAL INVESTMENT PRACTICES.”
Response: The disclosure in the Prospectus has been updated accordingly to state the following:
“Convertible Securities. A convertible security is a bond, debenture, note, preferred security, or other security that entitles the holder to acquire common stock or other equity securities of the same or a different issuer. A convertible security entitles the holder to receive interest paid or accrued or dividends paid until the convertible security matures or is redeemed, converted or exchanged. Before conversion, convertible securities have characteristics similar to nonconvertible income securities.”
Holders of convertible securities generally have a claim on the assets of the issuer prior to the common stockholders but may be subordinated to other debt securities of the same issuer. Certain convertible debt securities may provide a put option to the holder, which entitles the holder to cause the securities to be redeemed by the issuer at a premium over the stated principal amount of the debt securities under certain circumstances. Certain convertible securities may include loss absorption characteristics that make the securities more debt-like. This is particularly true of convertible securities issued by companies in the financial services sector.
The value of a convertible security may be influenced by changes in interest rates, with investment value declining as interest rates increase and increasing as interest rates decline. The credit standing of the issuer and other factors also may have an effect on the convertible security’s investment value. A convertible security may be subject to redemption at the option of the issuer at a price established in the convertible security’s governing instrument.”
Response: The disclosure has been updated accordingly.
If you have any questions or comments concerning the foregoing, please contact the undersigned at (617) 672-7831.
Sincerely,
/s/ Kimberly M. Roessiger
Kimberly M. Roessiger, Esq.
Assistant Vice President
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