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• Information regarding the efforts of the adviser and its parent company (Morgan Stanley) to retain and attract talented investment professionals, including in the context of a particularly competitive market for talent, as well as the unique environment current presented through hybrid work, remote work and other alternative work arrangements;

• The code of ethics of the adviser and its affiliates and the sub-advisor of each fund, as well as information relating to compliance with and administration of these codes;

• Proxy voting policies and procedures, including regular reporting of the fund’s proxy voting activities;

• Information regarding the handling of corporate actions and class actions, as well as information regarding litigation and other regulatory matters;

• Information regarding the resources devoted to compliance efforts undertaken by the adviser and its affiliates and each fund’s sub-advisor, if any, including descriptions of their various compliance programs and compliance record;

• Information regarding the business continuity and disaster recovery plans of the adviser and its affiliates and each fund’s sub-advisor, if applicable;

• A description of the oversight of the sub-advisors by Eaton Vance Management and Boston Management and Research, including with respect to regulatory and compliance matters, investment management and other matters;

Other relevant information

• Information regarding ongoing initiatives to further integrate and align, as appropriate, the investment management and other departments of the Advisor and its affiliates with Morgan Stanley’s overall investment management infrastructure, in light of the acquisition of Eaton Vance by Morgan Stanley on March 1, 2021;

• Information regarding the nature, cost and character of administrative and other non-investment advisory services provided by Eaton Vance Management and its affiliates;

• Information regarding the monitoring of the relationship with the depositary, sub-custodians, fund accountants and other third party service providers by the adviser and/or administrator of each of the funds;

• Information regarding efforts to implement policies and procedures relating to various new fund regulations, including Rule 12d1-4 (Funds of Funds Rule), Rule 18f-4 (Derivatives Rule) ) and Rule 2a-5 (the fair valuation rule);

• For an Eaton Vance Fund structured as an exchange-traded closed-end fund, information regarding the benefits of the closed-end fund structure, and, if applicable, market prices of the closed-end fund (including relative to price – the net asset value (NAV) of the final fund), data on trading volume, continued use of preferred shares at auction (if any), distribution rates and other relevant matters;

• The risks that the Advisor and/or its affiliates incur in managing and operating the Funds, including but not limited to litigation, regulatory, entrepreneurial and other business risks (and associated costs to these risks); and

• The terms of each investment advisory agreement and sub-advisory agreement.

During the various meetings of the board and its committees during the year prior to the meeting of June 8, 2022, the trustees received information from the portfolio managers and other investment professionals of the advisers and sub-advisors of the funds. investment and performance matters and reviewed various investment and trading strategies used in pursuit of the funds’ investment objectives. Trustees also received information on the risk management techniques employed in managing the funds. The board and its committees assessed matters relating to industry and regulatory developments, compliance procedures, fund governance and other fund matters, and received and participated in reports and presentations provided by Eaton Vance Management, Boston Management and Research and sub-funds. advisers on these issues. In addition to formal meetings of the Board and its committees, the Independent Trustees held regular conference calls to discuss, among other matters, matters relating to the maintenance of the Investment Advisory Agreements and the Sub-Advisory Agreements.

The Contract Review Committee was advised throughout the contract review process by Goodwin Procter LLP, independent counsel to the Independent Trustees. The members of the Contract Review Committee, with the advice of such attorneys, have exercised their own business judgment in determining the important factors to consider in evaluating each investment advisory agreement and sub-advisory agreement. and the weight to be given to each of these factors. The conclusions reached with respect to each investment advisory agreement and sub-advisory agreement were based on a complete evaluation of all information provided and not on any single factor. In addition, each Contract Review Committee member may have given varying weight to particular factors in reaching conclusions with respect to each Investment Advisory Agreement and each Sub-Advisory Agreement. In evaluating each Investment Advisory Agreement and Sub-Advisor Agreement, including the fee schedules and other terms contained in such agreements, the members of the Contract Review Committee were also briefed by several years analysis and discussion with the advisor and sub-advisor of each of the Eaton Vance Funds.

Results of the contract review process

Based on its review of the foregoing and any other information it deemed relevant, including the factors and conclusions described below, the Contract Review Committee concluded that the continuation of the agreement advisory and administrative services between Parametric Dividend Income Fund (the “Fund”) and Eaton Vance Management (the “Advisor”) and the Sub-Advisor Agreement between the Advisor and Parametric Portfolio Associates LLC (the “Sub-Advisor Advisor”), an affiliate of the Advisor, with respect to the Fund, including their respective fee structures, are in the best interests of shareholders and, therefore, are recommended to the Board of Directors for approval of each OK. Based on the recommendation of the Contract Review Committee, the Board, including the majority of the Independent Trustees, voted to maintain the Investment Advisory and Administration Agreement and the Subsidiary Agreement. -Advisor for the Fund.