<SEC-DOCUMENT>0000940394-21-001267.txt : 20210921
<SEC-HEADER>0000940394-21-001267.hdr.sgml : 20210921
<ACCEPTANCE-DATETIME>20210921150751
ACCESSION NUMBER:		0000940394-21-001267
CONFORMED SUBMISSION TYPE:	POS 8C
PUBLIC DOCUMENT COUNT:		9
FILED AS OF DATE:		20210921
DATE AS OF CHANGE:		20210921

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			EATON VANCE SENIOR INCOME TRUST
		CENTRAL INDEX KEY:			0001070732
		IRS NUMBER:				043435040

	FILING VALUES:
		FORM TYPE:		POS 8C
		SEC ACT:		1940 Act
		SEC FILE NUMBER:	811-09013
		FILM NUMBER:		211266175

	BUSINESS ADDRESS:	
		STREET 1:		TWO INTERNATIONAL PLACE
		CITY:			BOSTON
		STATE:			MA
		ZIP:			02110
		BUSINESS PHONE:		617-482-8260

	MAIL ADDRESS:	
		STREET 1:		TWO INTERNATIONAL PLACE
		CITY:			BOSTON
		STATE:			MA
		ZIP:			02110

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			EATON VANCE SENIOR INCOME TRUST
		CENTRAL INDEX KEY:			0001070732
		IRS NUMBER:				043435040

	FILING VALUES:
		FORM TYPE:		POS 8C
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-227968
		FILM NUMBER:		211266174

	BUSINESS ADDRESS:	
		STREET 1:		TWO INTERNATIONAL PLACE
		CITY:			BOSTON
		STATE:			MA
		ZIP:			02110
		BUSINESS PHONE:		617-482-8260

	MAIL ADDRESS:	
		STREET 1:		TWO INTERNATIONAL PLACE
		CITY:			BOSTON
		STATE:			MA
		ZIP:			02110
</SEC-HEADER>
<DOCUMENT>
<TYPE>POS 8C
<SEQUENCE>1
<FILENAME>evfpea5final.htm
<DESCRIPTION>EATON VANCE SENIOR INCOME TRUST POS 8(C) DTD 9-21-2021
<TEXT>
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<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0; text-align: center"><B>As filed with the Securities and Exchange Commission
on September 21, 2021</B></P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0; text-align: right">1933 Act File No. 333-227968</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0; text-align: right">1940 Act File No. 811-09013</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 11pt NewsGoth Dm BT; width: 100%; border-collapse: collapse">
  <TR STYLE="vertical-align: bottom">
    <TD COLSPAN="3" STYLE="border-top: Black 4.5pt double; text-align: center; line-height: 13pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>SECURITIES AND EXCHANGE COMMISSION</B></FONT></TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD COLSPAN="3" STYLE="text-align: center; line-height: 13pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>WASHINGTON, D.C. 20549</B></FONT></TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD COLSPAN="3" STYLE="text-align: center; line-height: 13pt">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD COLSPAN="3" STYLE="font-size: 14pt; text-align: center; line-height: 17pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>FORM N-2</B></FONT></TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD COLSPAN="3" STYLE="text-align: center; line-height: 13pt">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD STYLE="width: 15%; text-align: center; line-height: 13pt">&nbsp;</TD>
    <TD STYLE="width: 70%; text-align: center; line-height: 13pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>REGISTRATION STATEMENT<BR>
UNDER<BR>
THE SECURITIES ACT of 1933</B></FONT></TD>
    <TD STYLE="width: 15%; text-align: center; line-height: 13pt"><FONT STYLE="font-family: Wingdings">&uml;</FONT></TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD STYLE="text-align: center; line-height: 13pt">&nbsp;</TD>
    <TD STYLE="text-align: center; line-height: 13pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>PRE-EFFECTIVE AMENDMENT NO. </B></FONT></TD>
    <TD STYLE="text-align: center; line-height: 13pt"><FONT STYLE="font-family: Wingdings">&uml;</FONT></TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD STYLE="text-align: center; line-height: 13pt">&nbsp;</TD>
    <TD STYLE="text-align: center; line-height: 13pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>POST-EFFECTIVE AMENDMENT NO. 5</B></FONT></TD>
    <TD STYLE="text-align: center; line-height: 13pt"><FONT STYLE="font-family: Wingdings">x</FONT></TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD STYLE="text-align: center; line-height: 13pt">&nbsp;</TD>
    <TD STYLE="text-align: center; line-height: 13pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>and/or</B></FONT></TD>
    <TD STYLE="text-align: center; line-height: 13pt">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD STYLE="text-align: center; line-height: 13pt">&nbsp;</TD>
    <TD STYLE="text-align: center; line-height: 13pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>REGISTRATION STATEMENT<BR>
UNDER<BR>
THE INVESTMENT COMPANY ACT OF 1940</B></FONT></TD>
    <TD STYLE="text-align: center; line-height: 13pt"><FONT STYLE="font-family: Wingdings">o</FONT></TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD STYLE="text-align: center; line-height: 13pt">&nbsp;</TD>
    <TD STYLE="text-align: center; line-height: 13pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>AMENDMENT NO. 24</B></FONT></TD>
    <TD STYLE="text-align: center; line-height: 13pt"><FONT STYLE="font-family: Wingdings">x</FONT></TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD COLSPAN="3" STYLE="text-align: center; line-height: 13pt">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD COLSPAN="3" STYLE="font-size: 14pt; text-align: center; line-height: 17pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>EATON VANCE SENIOR INCOME TRUST</B></FONT></TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD COLSPAN="3" STYLE="text-align: center; line-height: 13pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>(Exact Name of Registrant as Specified in Charter)</B></FONT></TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD COLSPAN="3" STYLE="text-align: center; line-height: 13pt">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD COLSPAN="3" STYLE="text-align: center; line-height: 13pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>Two International Place, Boston, Massachusetts 02110</B></FONT></TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD COLSPAN="3" STYLE="text-align: center; line-height: 13pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>(Address of Principal Executive Offices)</B></FONT></TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD COLSPAN="3" STYLE="text-align: center; line-height: 13pt">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD COLSPAN="3" STYLE="text-align: center; line-height: 13pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>(617) 482-8260</B></FONT></TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD COLSPAN="3" STYLE="text-align: center; line-height: 13pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>(Registrant&#8217;s Telephone Number)</B></FONT></TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD COLSPAN="3" STYLE="text-align: center; line-height: 13pt">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD COLSPAN="3" STYLE="text-align: center; line-height: 13pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>Deidre E. Walsh</B></FONT></TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD COLSPAN="3" STYLE="text-align: center; line-height: 13pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>Two International Place, Boston, Massachusetts 02110</B></FONT></TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD COLSPAN="3" STYLE="text-align: center; line-height: 13pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>(Name and Address of Agent for Service)</B></FONT></TD></TR>
  </TABLE>
<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 12pt 0 6pt"><B>Approximate Date of Proposed Public Offering: </B>As soon as
practicable after the effective date of this Registration Statement.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 6pt 0; background-color: white"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">If
the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, check the following
box. </FONT><FONT STYLE="font-family: Segoe UI Symbol,sans-serif">&#9744;</FONT></P>

<P STYLE="font: 10pt NewsGoth Lt BT; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">If any securities being registered
on this Form will be offered on a delayed or continuous basis in reliance on Rule 415 under the Securities Act of 1933 (&#8220;Securities
Act&#8221;), other than securities offered in connection with a dividend reinvestment plan, check the following box. </FONT><FONT STYLE="font-family: Segoe UI Symbol,sans-serif">&#9745;</FONT></P>

<P STYLE="font: 10pt NewsGoth Lt BT; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">If this Form is a registration
statement pursuant to General Instruction A.2 or a post-effective amendment thereto, check the following box. </FONT><FONT STYLE="font-family: Segoe UI Symbol,sans-serif">&#9744;</FONT></P>

<P STYLE="font: 10pt NewsGoth Lt BT; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">If this Form is a registration
statement pursuant to General Instruction B or a post-effective amendment thereto that will become effective upon filing with the Commission
pursuant to Rule 462(e) under the Securities Act, check the following box. </FONT><FONT STYLE="font-family: Segoe UI Symbol,sans-serif">&#9744;</FONT></P>

<P STYLE="font: 10pt NewsGoth Lt BT; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">If this Form is a post-effective
amendment to a registration statement filed pursuant to General Instruction B to register additional securities or additional classes
of securities pursuant to Rule 413(b) under the Securities Act, check the following box. </FONT><FONT STYLE="font-family: Segoe UI Symbol,sans-serif">&#9744;</FONT></P>


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<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0">&nbsp;</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0 6pt"><B>It is proposed that this filing will become effective (check
appropriate box):</B></P>

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  <TR>
    <TD STYLE="vertical-align: top; width: 5%; padding-top: 3pt; padding-bottom: 3pt; font: 10pt NewsGoth Lt BT"><FONT STYLE="font-family: Segoe UI Symbol,sans-serif">&#9745;</FONT></TD>
    <TD STYLE="vertical-align: bottom; width: 95%; padding-top: 3pt; padding-bottom: 3pt; font: 10pt NewsGoth Lt BT"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">when declared effective pursuant to section 8(c)</FONT></TD></TR>
  </TABLE>
<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 12pt 0; background-color: white"><B>If appropriate, check the following box:</B></P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 11pt NewsGoth Dm BT; width: 100%; border-collapse: collapse">
  <TR STYLE="vertical-align: top">
    <TD STYLE="width: 5%; padding-top: 3pt; padding-bottom: 6pt; font: 10pt NewsGoth Lt BT"><FONT STYLE="font-family: Segoe UI Symbol,sans-serif">&#9744;</FONT></TD>
    <TD STYLE="width: 95%; padding-top: 3pt; padding-bottom: 6pt; font: 10pt NewsGoth Lt BT"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">This post-effective amendment designates a new effective date for a previously filed registration statement.</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-top: 3pt; padding-bottom: 6pt; font: 10pt NewsGoth Lt BT"><FONT STYLE="font-family: Segoe UI Symbol,sans-serif">&#9744;</FONT></TD>
    <TD STYLE="padding-top: 3pt; padding-bottom: 6pt; font: 10pt NewsGoth Lt BT"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">This Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act and the Securities Act registration statement number of the earlier effective registration statement for the same offering is ________.</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-top: 3pt; padding-bottom: 6pt; font: 10pt NewsGoth Lt BT"><FONT STYLE="font-family: Segoe UI Symbol,sans-serif">&#9744;</FONT></TD>
    <TD STYLE="padding-top: 3pt; padding-bottom: 6pt; font: 10pt NewsGoth Lt BT"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">This Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is________.</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-top: 3pt; padding-bottom: 6pt; font: 10pt NewsGoth Lt BT"><FONT STYLE="font-family: Segoe UI Symbol,sans-serif">&#9744;</FONT></TD>
    <TD STYLE="padding-top: 3pt; padding-bottom: 6pt; font: 10pt NewsGoth Lt BT"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">This Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is _______.</FONT></TD></TR>
  </TABLE>
<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 12pt 0; background-color: white"><B>Check each box that appropriately characterizes
the Registrant:</B></P>

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  <TR STYLE="vertical-align: top">
    <TD STYLE="width: 5%; padding-top: 3pt; padding-bottom: 6pt; font: 10pt NewsGoth Lt BT"><FONT STYLE="font-family: Segoe UI Symbol,sans-serif">&#9745;</FONT></TD>
    <TD STYLE="width: 95%; padding-bottom: 6pt; font: 12pt Times New Roman, Times, Serif"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif; font-size: 10pt">Registered Closed-End Fund (closed-end company that is registered under the Investment Company Act of 1940 (the &#8220;Investment Company Act&#8221;)).</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-top: 3pt; padding-bottom: 6pt; font: 10pt NewsGoth Lt BT"><FONT STYLE="font-family: Segoe UI Symbol,sans-serif">&#9744;</FONT></TD>
    <TD STYLE="padding-bottom: 6pt; font: 12pt Times New Roman, Times, Serif"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif; font-size: 10pt">Business Development Company (closed-end company that intends or has elected to be regulated as a business development company under the Investment Company Act).</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-top: 3pt; padding-bottom: 6pt; font: 10pt NewsGoth Lt BT"><FONT STYLE="font-family: Segoe UI Symbol,sans-serif">&#9744;</FONT></TD>
    <TD STYLE="padding-bottom: 6pt; font: 12pt Times New Roman, Times, Serif"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif; font-size: 10pt">Interval Fund (Registered Closed-End Fund or a Business Development Company that makes periodic repurchase offers under Rule 23c-3 under the Investment Company Act).</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-top: 3pt; padding-bottom: 6pt; font: 10pt NewsGoth Lt BT"><FONT STYLE="font-family: Segoe UI Symbol,sans-serif">&#9745;</FONT></TD>
    <TD STYLE="padding-bottom: 6pt; font: 12pt Times New Roman, Times, Serif"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif; font-size: 10pt">A.2 Qualified (qualified to register securities pursuant to General Instruction A.2 of this Form).</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-top: 3pt; padding-bottom: 6pt; font: 10pt NewsGoth Lt BT"><FONT STYLE="font-family: Segoe UI Symbol,sans-serif">&#9744;</FONT></TD>
    <TD STYLE="padding-top: 3pt; padding-bottom: 6pt; font: 10pt NewsGoth Lt BT"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">Well-Known Seasoned Issuer (as defined by Rule 405 under the Securities Act).</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-top: 3pt; padding-bottom: 6pt; font: 10pt NewsGoth Lt BT"><FONT STYLE="font-family: Segoe UI Symbol,sans-serif">&#9744;</FONT></TD>
    <TD STYLE="padding-top: 3pt; padding-bottom: 6pt; font: 10pt NewsGoth Lt BT"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">Emerging Growth Company (as defined by Rule 12b-2 under the Securities Exchange Act of 1934 (&#8220;Exchange&nbsp;&nbsp;Act&#8221;).</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-top: 3pt; padding-bottom: 6pt; font: 10pt NewsGoth Lt BT"><FONT STYLE="font-family: Segoe UI Symbol,sans-serif">&#9744;</FONT></TD>
    <TD STYLE="padding-top: 3pt; padding-bottom: 6pt; font: 10pt NewsGoth Lt BT"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">If an Emerging Growth Company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act.</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-top: 3pt; padding-bottom: 6pt; font: 10pt NewsGoth Lt BT"><FONT STYLE="font-family: Segoe UI Symbol,sans-serif">&#9744;</FONT></TD>
    <TD STYLE="padding-bottom: 6pt; font: 12pt Times New Roman, Times, Serif"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif; font-size: 10pt">New Registrant (registered or regulated under the Investment Company Act for less than 12 calendar months preceding this filing).</FONT></TD></TR>
  </TABLE>
<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><B>The Registrant hereby amends this Registration Statement on such
date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states
this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended
or until the Registration Statement shall become effective on such dates as the Commission, acting pursuant to said Section 8(a), may
determine.</B></P>
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  <TR STYLE="vertical-align: top">
    <TD STYLE="width: 34%; padding-top: 6pt; padding-bottom: 6pt; font: 10pt Arial, Helvetica, Sans-Serif; color: red">PRELIMINARY PROSPECTUS</TD>
    <TD STYLE="width: 33%; padding-top: 6pt; padding-bottom: 6pt; text-align: center; font: 10pt Arial, Helvetica, Sans-Serif; color: red">SUBJECT TO COMPLETION</TD>
    <TD STYLE="width: 33%; padding-top: 6pt; padding-bottom: 6pt; text-align: right; font: 10pt Arial, Helvetica, Sans-Serif; color: red">September 21, 2021 </TD></TR>
  </TABLE>
<P STYLE="color: red; font: 8pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">The information in this prospectus is not complete and may
be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective.
This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction
where the offer or sale would be prohibited.</P>

<P STYLE="font: bold 10pt Arial, Helvetica, Sans-Serif; margin: 0">(EATON VANCE LOGO)</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><BR>
<BR>
<BR>
</P>

<P STYLE="font: bold 18pt Arial, Helvetica, Sans-Serif; margin: 3pt 0; text-align: center">Up to 4,551,438 Shares</P>

<P STYLE="font: bold 18pt Arial, Helvetica, Sans-Serif; margin: 3pt 0; text-align: center">Eaton Vance Senior Income Trust</P>

<P STYLE="font: bold 18pt Arial, Helvetica, Sans-Serif; margin: 3pt 0; text-align: center">Common Shares</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>Investment
objective and policies.&nbsp;</B></FONT>Eaton Vance Senior Income Trust (the &ldquo;Trust&rdquo;) is a diversified, closed-end management
investment company, which commenced operations on October 30, 1998. The Trust&rsquo;s investment objective is to provide a high level
of current income, consistent with the preservation of capital. The Trust will seek to achieve its investment objective by investing
primarily in senior, secured floating-rate loans (&ldquo;Senior Loans&rdquo;).</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> <FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>Investment
Adviser.</B></FONT> The Trust&rsquo;s investment adviser is Eaton Vance Management (&ldquo;Eaton Vance&rdquo; or the &ldquo;Adviser&rdquo;).
Prior to March 1, 2021, Eaton Vance was a wholly owned subsidiary of Eaton Vance Corp. (&ldquo;EVC&rdquo;). On March 1, 2021, Morgan Stanley
acquired EVC (the &ldquo;Transaction&rdquo;) and Eaton Vance became an indirect, wholly owned subsidiary of Morgan Stanley. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> Morgan Stanley (NYSE: MS), whose principal offices are at 1585 Broadway,
New York, New York 10036, is a preeminent global financial services firm engaged in&nbsp;securities trading and brokerage activities,
as well as providing investment banking, research and analysis, financing and financial&nbsp;advisory services. As of June 30, 2021, Morgan
Stanley&rsquo;s asset management operations had aggregate assets under management of approximately $1.5 trillion. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>The Offering.</B></FONT>
The Trust may offer, from time to time, in one or more offerings (each, an &ldquo;Offering&rdquo;), the Trust&rsquo;s common shares of
beneficial interest, $0.01 par value (&ldquo;Common Shares&rdquo;). Common Shares may be offered at prices and on terms to be set forth
in one or more supplements to this Prospectus (each, a &ldquo;Prospectus Supplement&rdquo;). You should read this Prospectus and the applicable
Prospectus Supplement carefully before you invest in Common Shares. Common Shares may be offered directly to one or more purchasers, through
agents designated from time to time by us, or to or through underwriters or dealers. The Prospectus Supplement relating to the Offering
will identify any agents, underwriters or dealers involved in the offer or sale of Common Shares, and will set forth any applicable offering
price, sales load, fee, commission or discount arrangement between the Trust and its agents or underwriters, or among its underwriters,
or the basis upon which such amount may be calculated, net proceeds and use of proceeds, and the terms of any sale. The Trust may not
sell any Common Shares through agents, underwriters or dealers without delivery of a Prospectus Supplement describing the method and terms
of the particular Offering of the Common Shares. <FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><I>(continued on inside cover
page)</I></FONT></P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>The Common
Shares have traded both at a premium and a discount to net asset value (&ldquo;NAV&rdquo;).</B></FONT> The Trust cannot predict whether
Common Shares will trade in the future at a premium or discount to NAV. The provisions of the Investment Company Act of 1940, as amended
(the &ldquo;1940 Act&rdquo;), generally require that the public offering price of common shares (less any underwriting commissions and
discounts) must equal or exceed the NAV per share of a company&rsquo;s common stock (calculated within 48 hours of pricing). The Trust&rsquo;s
issuance of Common Shares may have an adverse effect on prices in the secondary market for the Trust&rsquo;s Common Shares by increasing
the number of Common Shares available, which may put downward pressure on the market price for the Trust&rsquo;s Common Shares. Shares
of common stock of closed-end investment companies frequently trade at a discount from NAV, which may increase investors&rsquo; risk of
loss.</P>

<P STYLE="font: bold 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0">Investing in shares involves certain risks, including that the
Trust will invest substantial portions of its assets in below investment grade quality securities with speculative characteristics. See
&ldquo;Investment Objective, Policies and Risks&rdquo; beginning at page 22.</P>

<P STYLE="font: bold 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0">Neither the Securities and Exchange Commission (&ldquo;SEC&rdquo;)
nor any state securities commission has approved or disapproved of these securities or determined if this Prospectus is truthful or complete.
Any representation to the contrary is a criminal offense.</P>


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<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><I>(continued from previous page)</I></P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>Portfolio
contents.</B></FONT> The Trust will pursue its objective by investing its assets primarily in Senior Loans. Under normal market conditions,
the Trust will invest at least 80% of its total assets in Senior Loans of domestic and foreign borrowers that are denominated in U.S.
dollars, euros, British pounds, Swiss francs, Canadian dollars and Australian dollars (each, an &ldquo;Authorized Foreign Currency&rdquo;)&nbsp;
making payments in such Authorized Foreign Currency. For the purposes of the 80% test, total assets is defined as net assets plus any
borrowings for investment purposes, including any outstanding preferred shares. Senior Loans typically are secured with specific collateral
and have a claim on the assets and/or stock that is senior to subordinated debtholders and stockholders of the borrower. Senior Loans
are made to corporations, partnerships and other business entities (&ldquo;Borrowers&rdquo;) that operate in various industries and geographical
regions, including foreign Borrowers. Senior Loans pay interest at rates that are reset periodically on the basis of a floating base lending
rate plus a premium. Senior Loans typically are of below investment grade quality and have below investment grade credit ratings, which
ratings are associated with securities having high risk, speculative characteristics (sometimes referred to as &ldquo;junk&rdquo;).</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> <FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>Leverage.</B></FONT>
The Trust currently uses leverage created by issuing Auction Preferred Shares (&ldquo;APS&rdquo;) as well as by loans acquired with borrowings.
On June 27, 2001, the Trust issued 2,200 Series A APS and 2,200 Series B APS, with a liquidation preference per share of $25,000 plus
accumulated but unpaid dividends. On September 23, 2016, the Trust repurchased 968 Series A APS and 968 Series B APS. On September 14,
2018, the Trust repurchased 480 Series A APS and 480 Series B APS. In addition, in connection with this repurchase, the Trust increased
its borrowing limits under its Revolving Credit and Security Agreement, as amended (the &ldquo;Agreement&rdquo;) with conduit lenders
and a bank to allow it to borrow up to $125 million. The proceeds of which were used to invest in accordance with the Trust&rsquo;s investment
practices and to partially redeem the Trust&rsquo;s APS. The Trust is required to maintain certain net asset levels during the term of
the Agreement. As of June 30, 2021, the Trust had $103 million in outstanding borrowings, at an interest rate of 0.14%, in addition to
outstanding APS. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> The Adviser anticipates that the use of leverage (from the issuance
of APS and borrowings) will result in higher income to holders of Common Shares (&ldquo;Common Shareholders&rdquo;) over time. Use of
financial leverage creates an opportunity for increased income but, at the same time, creates special risks. There can be no assurance
that a leveraging strategy will be successful. The fee paid to Eaton Vance will be calculated on the basis of the Trust&rsquo;s gross
assets, including proceeds from the issuance of APS and borrowings, so the fees will be higher when leverage is utilized. In this regard,
holders of debt or preferred securities do not bear the investment advisory fee. Rather, Common Shareholders bear the portion of the investment
advisory fee attributable to the assets purchased with the proceeds, which means that Common Shareholders effectively bear the entire
advisory fee. See &ldquo;Investment Objective, Policies and Risks - Use of Leverage and Related Risks&rdquo; at page 37, &ldquo;Investment
Objective, Policies and Risks - Additional Risk Considerations&rdquo; at page 38 and &ldquo;Description of Capital Structure&rdquo; at
page 50. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> <FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>Exchange
Listing.</B></FONT> As of September 17, 2021, the Trust had 17,537,803 Common Shares outstanding as well as 1,504 APS outstanding. The Trust&rsquo;s
Common Shares are listed on the New York Stock Exchange (&ldquo;NYSE&rdquo;) under the symbol &ldquo;EVF.&rdquo; As of September 17, 2021,
the last reported sale price of a Common Share of the Trust on the NYSE was $7.00. Common Shares offered and sold pursuant to this Registration
Statement will also be listed on the NYSE and trade under this symbol. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> This Prospectus, together with any applicable Prospectus Supplement,
sets forth concisely information you should know before investing in the shares of the Trust. Please read and retain this Prospectus for
future reference. A Statement of Additional Information (&ldquo;SAI&rdquo;) dated [_____], 2021, has been filed with the SEC and is incorporated
by reference into this Prospectus. You may request a free copy of the SAI, the table of contents of which is on page 57 of this Prospectus,
a free copy of our annual and semi-annual reports to shareholders, obtain other information or make shareholder inquiries, by calling
toll-free 1-800-262-1122 or by writing to the Trust at Two International Place, Boston, Massachusetts 02110. The Trust&rsquo;s SAI and
annual and semi-annual reports also are available free of charge on our website at http://www.eatonvance.com and on the SEC&rsquo;s website
(http://www.sec.gov). You may also obtain these documents, after paying a duplication fee, by electronic request at the following email
address: publicinfo@sec.gov. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">The Trust&rsquo;s shares do not represent a deposit or obligation of,
and are not guaranteed or endorsed by, any bank or other insured depository institution, and are not federally insured by the Federal
Deposit Insurance Corporation, the Federal Reserve Board or any other government agency.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0 0">You should rely only on the information contained or incorporated
by reference in this Prospectus. The Trust has not authorized anyone to provide you with different information. The Trust is not making
an offer of these securities in any jurisdiction where the offer is not permitted. You should not assume that the information contained
in this Prospectus is accurate as of any date other than the date on the front of this Prospectus.</P>


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<P STYLE="font: bold 12pt Arial, Helvetica, Sans-Serif; margin: 3pt 0">Table of Contents</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Arial, Helvetica, Sans-Serif; width: 80%; border-collapse: collapse">
  <TR STYLE="vertical-align: top">
    <TD STYLE="width: 94%; padding: 3pt 5.5pt">Prospectus Summary&#9;</TD>
    <TD STYLE="width: 6%; padding: 3pt 5.5pt; text-align: center">5</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding: 3pt 5.5pt">Summary of Trust Expenses&#9;</TD>
    <TD STYLE="padding: 3pt 5.5pt; text-align: center">17</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding: 3pt 5.5pt">Financial Highlights and Investment Performance&#9;</TD>
    <TD STYLE="padding: 3pt 5.5pt; text-align: center">18</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding: 3pt 5.5pt">The Trust&#9;</TD>
    <TD STYLE="padding: 3pt 5.5pt; text-align: center">21</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding: 3pt 5.5pt">Use of Proceeds&#9;</TD>
    <TD STYLE="padding: 3pt 5.5pt; text-align: center">21</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding: 3pt 5.5pt">Portfolio Composition&#9;</TD>
    <TD STYLE="padding: 3pt 5.5pt; text-align: center">21</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding: 3pt 5.5pt">Investment Objective, Policies and Risks&#9;</TD>
    <TD STYLE="padding: 3pt 5.5pt; text-align: center">22</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding: 3pt 5.5pt">Management of the Trust&#9;</TD>
    <TD STYLE="padding: 3pt 5.5pt; text-align: center">45</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding: 3pt 5.5pt">Plan of Distribution&#9;</TD>
    <TD STYLE="padding: 3pt 5.5pt; text-align: center">46</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding: 3pt 5.5pt">Distributions&#9;</TD>
    <TD STYLE="padding: 3pt 5.5pt; text-align: center">47</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding: 3pt 5.5pt">Federal Income Tax Matters&#9;</TD>
    <TD STYLE="padding: 3pt 5.5pt; text-align: center"> 48 </TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding: 3pt 5.5pt">Dividend Reinvestment Plan&#9;</TD>
    <TD STYLE="padding: 3pt 5.5pt; text-align: center"> 50 </TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding: 3pt 5.5pt">Description of Capital Structure&#9;</TD>
    <TD STYLE="padding: 3pt 5.5pt; text-align: center">50</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding: 3pt 5.5pt">Custodian and Transfer Agent&#9;</TD>
    <TD STYLE="padding: 3pt 5.5pt; text-align: center"> 54 </TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding: 3pt 5.5pt">Legal Matters&#9;</TD>
    <TD STYLE="padding: 3pt 5.5pt; text-align: center"> 54 </TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding: 3pt 5.5pt">Reports to Shareholders&#9;</TD>
    <TD STYLE="padding: 3pt 5.5pt; text-align: center">54</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding: 3pt 5.5pt">Independent Registered Public Accounting Firm&#9;</TD>
    <TD STYLE="padding: 3pt 5.5pt; text-align: center">54</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding: 3pt 5.5pt"> Potential Conflicts of Interest&#9; </TD>
    <TD STYLE="padding: 3pt 5.5pt; text-align: center"> 54 </TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding: 3pt 5.5pt">Additional Information&#9;</TD>
    <TD STYLE="padding: 3pt 5.5pt; text-align: center"> 56 </TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding: 3pt 5.5pt">Table of Contents for the Statement of Additional Information&#9;</TD>
    <TD STYLE="padding: 3pt 5.5pt; text-align: center"> 57 </TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding: 3pt 5.5pt">The Trust's Privacy Policy&#9;</TD>
    <TD STYLE="padding: 3pt 5.5pt; text-align: center"> 58 </TD></TR>
  </TABLE>
<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0">&nbsp;</P>


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<P STYLE="font: bold 12pt Arial, Helvetica, Sans-Serif; margin: 3pt 0">CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">This Prospectus, any accompanying Prospectus Supplement and the SAI
contain &ldquo;forward-looking statements.&rdquo; Forward-looking statements can be identified by the words &ldquo;may,&rdquo; &ldquo;will,&rdquo;
&ldquo;intend,&rdquo; &ldquo;expect,&rdquo; &ldquo;estimate,&rdquo; &ldquo;continue,&rdquo; &ldquo;plan,&rdquo; &ldquo;anticipate,&rdquo;
and similar terms and the negative of such terms. Such forward-looking statements may be contained in this Prospectus as well as in any
accompanying Prospectus Supplement. By their nature, all forward-looking statements involve risks and uncertainties, and actual results
could differ materially from those contemplated by the forward-looking statements. Several factors that could materially affect our actual
results are the performance of the portfolio of securities we hold, the price at which our shares will trade in the public markets and
other factors discussed in our periodic filings with the SEC.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">Although we believe that the expectations expressed in our forward-looking
statements are reasonable, actual results could differ materially from those projected or assumed in our forward-looking statements. Our
future financial condition and results of operations, as well as any forward-looking statements, are subject to change and are subject
to inherent risks and uncertainties, such as those disclosed in the &ldquo;Investment Objective, Policies and Risks&rdquo; section of
this Prospectus. All forward-looking statements contained or incorporated by reference in this Prospectus or any accompanying Prospectus
Supplement are made as of the date of this Prospectus or the accompanying Prospectus Supplement, as the case may be. Except for our ongoing
obligations under the federal securities laws, we do not intend, and we undertake no obligation, to update any forward-looking statement.
The forward-looking statements contained in this Prospectus, any accompanying Prospectus Supplement and the SAI are excluded from the
safe harbor protection provided by section 27A of the Securities Act of 1933, as amended (the &ldquo;1933 Act&rdquo;).</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">Currently known risk factors that could cause actual results to differ
materially from our expectations include, but are not limited to, the factors described in the &ldquo;Investment Objective, Policies and
Risks&rdquo; section of this Prospectus. We urge you to review carefully that section for a more detailed discussion of the risks of an
investment in our securities.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0; text-align: center"> Prospectus dated [_____], 2021 </P>


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<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">&nbsp;</P>

<P STYLE="font: bold 12pt Arial, Helvetica, Sans-Serif; margin: 3pt 0">Prospectus Summary</P>

<P STYLE="font: italic 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0">The following summary is qualified in its entirety by reference
to the more detailed information included elsewhere in this Prospectus, in any related Prospectus Supplement, and in the SAI.</P>

<P STYLE="font: bold 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0">THE TRUST</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">Eaton Vance Senior Income Trust (the &ldquo;Trust&rdquo;) is a diversified,
closed-end management investment company, which commenced operations on October 30, 1998. The Trust offers investors the opportunity to
receive a high level of current income, through a professionally managed portfolio investing primarily in senior, secured floating-rate
loans (&ldquo;Senior Loans&rdquo;), which are normally accessible only to financial institutions and large corporate and institutional
investors, and are not widely available to individual investors. To the extent consistent with this objective, the Trust may also offer
an opportunity for preservation of capital. Investments are based on Eaton Vance Management's (&ldquo;Eaton Vance&rdquo; or the &ldquo;Adviser&rdquo;)
internal research and ongoing credit analysis, which is generally not available to individual investors. An investment in the Trust may
not be appropriate for all investors. There is no assurance that the Trust will achieve its investment objective.</P>

<P STYLE="font: bold 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0">THE OFFERING</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">The Trust may offer, from time to time, in one or more offerings (each,
an &ldquo;Offering&rdquo;), up to 4,551,438 of the Trust&rsquo;s common shares of beneficial interest, $0.01 par value (&ldquo;Common
Shares&rdquo;), on terms to be determined at the time of the Offering. The Common Shares may be offered at prices and on terms to be set
forth in one or more prospectus supplements. You should read this Prospectus and the applicable Prospectus Supplement carefully before
you invest in Common Shares. Common Shares may be offered directly to one or more purchasers, through agents designated from time to time
by the Trust, or to or through underwriters or dealers. The Prospectus Supplement relating to the Offering will identify any agents, underwriters
or dealers involved in the offer or sale of Common Shares, and will set forth any applicable offering price, sales load, fee, commission
or discount arrangement between the Trust and its agents or underwriters, or among its underwriters, or the basis upon which such amount
may be calculated, net proceeds and use of proceeds, and the terms of any sale. See &ldquo;Plan of Distribution.&rdquo; The Trust may
not sell any of Common Shares through agents, underwriters or dealers without delivery of a Prospectus Supplement describing the method
and terms of the particular Offering of Common Shares.</P>

<P STYLE="font: bold 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0">INVESTMENT OBJECTIVE, POLICIES AND RISKS</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> The Trust's investment objective is to provide a high level of current
income, consistent with the preservation of capital. The Trust pursues its objective by investing primarily in Senior Loans. Senior Loans
are loans in which the interest rate paid fluctuates based on a reference rate. Senior Loans typically are secured with specific collateral
and have a claim on the assets and/or stock that is senior to subordinated debtholders and stockholders of the borrower. Senior Loans
are made to corporations, partnerships and other business entities (&ldquo;Borrowers&rdquo;) that operate in various industries and geographical
regions. Senior Loans pay interest at rates that are reset periodically by reference to a base lending rate, primarily the London Interbank
Offered Rate (&ldquo;LIBOR&rdquo;), plus a premium. Under normal market conditions, at least 80% of the Trust's total assets will be invested
in interests in Senior Loans of domestic and foreign borrowers that are denominated in U.S. dollars, euros, British pounds, Swiss francs,
Canadian dollars and Australian dollars (each an &ldquo;Authorized Foreign Currency&rdquo;) making payments in such Authorized Foreign
Currency. The remaining investment assets of the Trust may include, among other types of investments, equity securities that are acquired
in connection with an investment in a Senior Loan. For the purpose of the 80% test, total assets is defined as net assets plus any borrowings
for investment purposes, including any outstanding preferred shares. The Trust may also invest up to 15% of its net assets in foreign
Senior Loans denominated in an Authorized Foreign Currency. For all foreign Senior Loan investments denominated in an Authorized Foreign
Currency, the Adviser currently intends to hedge against foreign currency fluctuations through the use of currency exchange contracts
and other appropriate permitted hedging strategies. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">The Trust may invest up to 20% of its total assets in (i) loan interests
which have (a) a second lien on collateral (&ldquo;Second Lien&rdquo;), (b) no security interest in the collateral, or (c) lower than
a senior claim on collateral; (ii) other income-producing securities, such as investment and non-investment grade corporate debt securities
and U.S. government and U.S. dollar-denominated foreign government or supranational debt securities; and (iii) warrants and equity securities
issued by a Borrower or its affiliates as part of a package of investments in the Borrower or its affiliates. Corporate bonds of below
investment grade quality (&ldquo;Non-Investment Grade Bonds&rdquo;), commonly referred to as &ldquo;junk bonds,&rdquo; which are bonds
that are rated below investment grade by each of the nationally recognized statistical rating agencies (&ldquo;Rating Agencies&rdquo;)
who cover the security, or, if unrated, are determined to be of comparable quality by the Adviser. S&amp;P Global Ratings (&ldquo;S&amp;P&rdquo;)
and Fitch Ratings (&ldquo;Fitch&rdquo;) consider securities rated below BBB- to be below investment grade and Moody&rsquo;s Investors
Service, Inc. (&ldquo;Moody&rsquo;s&rdquo;) considers securities rated below Baa3 to be below investment grade. The Trust&rsquo;s credit
quality policies apply only at the time a security is purchased, and the Trust is not required to dispose of a security in the event of
a downgrade of an assessment of credit quality or the withdrawal of a rating. Securities rated in the lowest investment grade rating (BBB-
or Baa3) may have certain speculative characteristics. Below investment grade quality securities are considered to be predominantly speculative
because of the credit risk of the issuers. See &ldquo;Investment Objective, Policies and Risks - Risk Considerations - Non-Investment
Grade Bonds Risk.&rdquo;</P>


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<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">Investing in loans involves investment risk. Some Borrowers default
on their loan payments. The Trust attempts to manage this credit risk through portfolio diversification and ongoing analysis and monitoring
of Borrowers. The Trust also is subject to market, liquidity, interest rate and other risks. See &ldquo;Investment Objective, Policies
and Risks.&rdquo;</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">William E. Holt, Catherine C. McDermott, Daniel P. McElaney, John Redding
and Andrew N. Sveen are portfolio managers of the Trust. Mr. Redding is a Vice President of Eaton Vance and has been portfolio manager
of the Trust since November 2001. Messrs. Holt, McElaney and Sveen and Ms. McDermott are Vice Presidents of Eaton Vance, have been employed
by Eaton Vance for more than five years and have been portfolio managers of the Trust since March 2019.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">The Trust&rsquo;s investments are actively managed, and Senior Loans
and other securities may be bought or sold on a daily basis. The Adviser&rsquo;s staff monitors the credit quality and price of Senior
Loans and other securities held by the Trust, as well as other securities that are available to the Trust. The Trust may invest in individual
Senior Loans and other securities of any credit quality. Although the Adviser considers ratings when making investment decisions, it generally
performs its own credit and investment analysis and does not rely primarily on the ratings assigned by the Rating Agencies. In evaluating
the quality of particular Senior Loans or other securities, whether rated or unrated, the Adviser will normally take into consideration,
among other things, the issuer&rsquo;s financial resources and operating history, its sensitivity to economic conditions and trends, the
ability of its management, its debt maturity schedules and borrowing requirements, and relative values based on anticipated cash flow,
interest and asset coverage, and earnings prospects.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">The Trust may invest up to 15% of net assets in Senior Loans denominated
in Authorized Foreign Currencies and may invest in other securities of non-United States issuers. The Trust&rsquo;s investments may have
significant exposure to certain sectors of the economy and thus may react differently to political or economic developments than the market
as a whole. The Trust may accept equity securities in connection with a debt restructuring or reorganization of a Borrower either inside
or outside of bankruptcy. The Trust may hold equity securities issued in exchange for a Senior Loan or issued in connection with the debt
restructuring or reorganization of a Borrower. The Trust may also acquire additional equity securities of such Borrower or its affiliates
if, in the judgment of the Adviser, such an investment may enhance the value of a Senior Loan held or would otherwise be consistent with
the Trust&rsquo;s investment policies. The Trust will not invest more than 10% of its assets in securities (including interests in Senior
Loans) of any single Borrower.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">The Trust may purchase or sell derivative instruments (which derive
their value from another instrument, security or index) for risk management purposes, such as hedging against fluctuations in Senior Loans
and other securities prices or interest rates. Transactions in derivative instruments may include the purchase or sale of futures contracts
on securities, indices and other financial instruments, credit-linked notes, tranches of collateralized loan obligations and/or collateralized
debt obligations, options on futures contracts, and exchange-traded and over-the-counter options on securities or indices, forward foreign
currency exchange contracts, and interest rate, total return and credit default swaps. Guidelines of any rating organization that rates
any preferred shares issued by the Trust may limit the Trust&rsquo;s ability to engage in such transactions. Subject to the Trust&rsquo;s
policy of investing at least 80% of its total assets in Senior Loans and subject to the thresholds on the use of futures contracts and
related options imposed by Rule 4.5 under the Commodity Exchange Act, as amended (the &ldquo;CEA&rdquo;) as promulgated by the Commodity
Futures Trading Commission (&ldquo;CFTC&rdquo;), the Trust may invest, without limitation, in the foregoing derivative instruments for
the purposes stated herein.</P>

<P STYLE="font: bold 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0">LISTING</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> As of September 17, 2021, the Trust had 17,537,803 Common Shares outstanding
as well as 1,504 APS outstanding. The Trust&rsquo;s Common Shares are traded on the New York Stock Exchange (&ldquo;NYSE&rdquo;) under
the symbol &ldquo;EVF.&rdquo; As of September 17, 2021, the last reported sales price of a Common Share of the Trust on the NYSE was $7.00.
Common Shares offered and sold pursuant to this Registration Statement will also be listed on the NYSE and trade under this symbol. </P>

<P STYLE="font: bold 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0">LEVERAGE</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> Generally, leverage involves the use of proceeds from the issuance
of preferred shares, borrowed funds or various financial instruments (such as derivatives) to seek to increase a trust&rsquo;s potential
returns. The Trust currently uses leverage created by issuing APS as well as by loans acquired with borrowings. On June 27, 2001, the
Trust issued 2,200 Series A APS and 2,200 Series B APS, with a liquidation preference per share of $25,000 plus accumulated but unpaid
dividends. The APS have seniority over the Common Shares. On September 23, 2016, the Trust repurchased 968 Series A APS and 968 Series
B APS. On September 14, 2018, the Trust repurchased 480 Series A APS and 480 Series B APS. In addition, in connection with this repurchase,
the Trust increased its borrowing limits under its Revolving Credit and Security Agreement, as amended (the &ldquo;Agreement&rdquo;) with
conduit lenders and a bank to allow it to borrow up to $125 million. The proceeds of which were used to invest in accordance with the
Trust&rsquo;s investment practices and to partially redeem the Trust&rsquo;s APS. Borrowings under the Agreement are secured by the assets
of the Trust. Interest is charged at a rate above the conduits&rsquo; commercial paper issuance rate and is payable monthly. Under the
terms of the Agreement, in effect through March 7, 2022, the Trust also pays a program fee of 0.90% (0.85% prior to March 8, 2021) per
annum on its outstanding borrowings to administer the facility and a liquidity fee of 0.15% (0.25% if the outstanding loan amount is less
than or equal to 60% of the total facility size) per annum on the unused portion of the total commitment under the </P>


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<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> Agreement. Program and liquidity fees for the year ended June 30,
2021 totaled $960,163. In connection with the renewal of the Agreement on March 8, 2021, the Trust paid upfront fees of $187,500, which
is being amortized to interest expense over a period of one year through March 7, 2022. As of June 30, 2021, the Trust had $103 million
in outstanding borrowings, at an interest rate of 0.14%, in addition to outstanding APS. The Adviser anticipates that the use of leverage
(from such issuance of APS and borrowings) may result in higher income to holders of Common Shares (&ldquo;Common Shareholders&rdquo;)
over time. Use of financial leverage creates an opportunity for increased income but, at the same time, creates special risks. There can
be no assurance that a leveraging strategy will be successful. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">The costs of the financial leverage program (from any issuance of preferred
shares and any borrowings) are borne by Common Shareholders and consequently result in a reduction of the NAV of Common Shares. During
periods in which the Trust is using leverage, the fees paid to Eaton Vance for investment advisory services will be higher than if the
Trust did not use leverage because the fees paid will be calculated on the basis of the Trust&rsquo;s gross assets, which include proceeds
from the issuance of preferred shares and any borrowings. In this regard, holders of debt or preferred securities do not bear the investment
advisory fee. Rather, Common Shareholders bear the portion of the investment advisory fee attributable to the assets purchased with the
proceeds, which means that Common Shareholders effectively bear the entire advisory fee. See &ldquo;Investment Objective, Policies and
Risks - Use of Leverage and Related Risks&rdquo; and &ldquo;Management of the Trust - The Adviser.&rdquo;</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">Financial leverage may also be achieved through the purchase of certain
derivative instruments. The Trust&rsquo;s use of derivative instruments exposes the Trust to special risks. See &ldquo;Investment Objective,
Policies and Risks - Additional Investment Practices&rdquo; and &ldquo;Investment Objective, Policies and Risks - Additional Risk Considerations.&rdquo;</P>

<P STYLE="font: bold 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0">INVESTMENT ADVISER AND ADMINISTRATOR</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> Eaton Vance is the Trust's investment adviser and administrator.
Prior to March 1, 2021, Eaton Vance was a wholly owned subsidiary of Eaton Vance Corp. (&ldquo;EVC&rdquo;). On March 1, 2021, Morgan Stanley
acquired EVC (the &ldquo;Transaction&rdquo;) and Eaton Vance became an indirect, wholly owned subsidiary of Morgan Stanley. As of June
30, 2021, Morgan Stanley&rsquo;s asset management operations had aggregate assets under management of approximately $1.5 trillion. See
&ldquo;Management of the Trust.&rdquo; </P>

<P STYLE="font: bold 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0">PLAN OF DISTRIBUTION</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">The Trust may sell the Common Shares being offered under this Prospectus
in any one or more of the following ways: (i) directly to purchasers; (ii) through agents; (iii) to or through underwriters; or (iv) through
dealers. The Prospectus Supplement relating to the Offering will identify any agents, underwriters or dealers involved in the offer or
sale of Common Shares, and will set forth any applicable offering price, sales load, fee, commission or discount arrangement between the
Trust and its agents or underwriters, or among its underwriters, or the basis upon which such amount may be calculated, net proceeds and
use of proceeds, and the terms of any sale.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">The Trust may distribute Common Shares from time to time in one or more
transactions at: (i) a fixed price or prices that may be changed; (ii) market prices prevailing at the time of sale; (iii) prices related
to prevailing market prices; or (iv) negotiated prices; provided, however, that in each case the offering price per Common Share (less
any underwriting commission or discount) must equal or exceed the NAV per Common Share.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">The Trust from time to time may offer its Common Shares through or to
certain broker-dealers, including UBS Securities LLC, that have entered into selected dealer agreements relating to at-the-market offerings.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">The Trust may directly solicit offers to purchase Common Shares, or
the Trust may designate agents to solicit such offers. The Trust will, in a Prospectus Supplement relating to such Offering, name any
agent that could be viewed as an underwriter under the 1933 Act, and describe any commissions the Trust must pay to such agent(s). Any
such agent will be acting on a reasonable best efforts basis for the period of its appointment or, if indicated in the applicable Prospectus
Supplement or other offering materials, on a firm commitment basis. Agents, dealers and underwriters may be customers of, engage in transactions
with, or perform services for the Trust in the ordinary course of business.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">If any underwriters or agents are used in the sale of Common Shares
in respect of which this Prospectus is delivered, the Trust will enter into an underwriting agreement or other agreement with them at
the time of sale to them, and the Trust will set forth in the Prospectus Supplement relating to such Offering their names and the terms
of the Trust&rsquo;s agreement with them.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">If a dealer is utilized in the sale of Common Shares in respect of which
this Prospectus is delivered, the Trust will sell such Common Shares to the dealer, as principal. The dealer may then resell such Common
Shares to the public at varying prices to be determined by such dealer at the time of resale.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">The Trust may engage in at-the-market offerings to or through a market
maker or into an existing trading market, on an exchange or otherwise, in accordance with Rule 415(a)(4) under the 1933 Act. An at-the-market
offering may be through an underwriter or underwriters acting as principal or agent for the Trust.</P>


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<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">Agents, underwriters and dealers may be entitled under agreements which
they may enter into with the Trust to indemnification by the Trust against certain civil liabilities, including liabilities under the
1933 Act, and may be customers of, engage in transactions with or perform services for the Trust in the ordinary course of business.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">In order to facilitate the Offering of Common Shares, any underwriters
may engage in transactions that stabilize, maintain or otherwise affect the price of Common Shares or any other Common Shares the prices
of which may be used to determine payments on the Common Shares. Specifically, any underwriters may over-allot in connection with the
Offering, creating a short position for their own accounts. In addition, to cover over-allotments or to stabilize the price of Common
Shares or of any such other Common Shares, the underwriters may bid for, and purchase, Common Shares or any such other Common Shares in
the open market. Finally, in any Offering of Common Shares through a syndicate of underwriters, the underwriting syndicate may reclaim
selling concessions allowed to an underwriter or a dealer for distributing Common Shares in the Offering if the syndicate repurchases
previously distributed Common Shares in transactions to cover syndicate short positions, in stabilization transactions or otherwise. Any
of these activities may stabilize or maintain the market price of Common Shares above independent market levels. Any such underwriters
are not required to engage in these activities and may end any of these activities at any time.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">The Trust may enter into derivative transactions with third parties,
or sell Common Shares not covered by this Prospectus to third parties in privately negotiated transactions. If the applicable Prospectus
Supplement indicates, in connection with those derivatives, the third parties may sell Common Shares covered by this Prospectus and the
applicable Prospectus Supplement or other offering materials, including in short sale transactions. If so, the third parties may use Common
Shares pledged by the Trust or borrowed from the Trust or others to settle those sales or to close out any related open borrowings of
securities, and may use Common Shares received from the Trust in settlement of those derivatives to close out any related open borrowings
of securities. The third parties in such sale transactions will be underwriters and, if not identified in this Prospectus, will be identified
in the applicable Prospectus Supplement or other offering materials (or a post-effective amendment).</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">The maximum amount of compensation to be received by any member of the
Financial Industry Regulatory Authority, Inc. will not exceed 8% of the initial gross proceeds from the sale of any security being sold
with respect to each particular Offering of Common Shares made under a single Prospectus Supplement.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">Any underwriter, agent or dealer utilized in the initial Offering of
Common Shares will not confirm sales to accounts over which it exercises discretionary authority without the prior specific written approval
of its customer.</P>

<P STYLE="font: bold 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0">DISTRIBUTIONS</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">The Trust intends to make monthly distributions of net investment income
to Common Shareholders, after payment of any dividends on any outstanding APS. The amount of each monthly distribution will vary depending
on a number of factors, including dividends payable on the Trust's preferred shares or other costs of financial leverage. As portfolio
and market conditions change, the rate of dividends on the Common Shares and the Trust's dividend policy could change. Over time, the
Trust will distribute all of its net investment income (after it pays accrued dividends on any outstanding preferred shares) or other
costs of financial leverage. In addition, at least annually, the Trust intends to distribute all or substantially all of its net realized
capital gains (reduced by available capital loss carryforwards from prior years, if any). Distributions to Common Shareholders are recorded
on the ex-dividend date. Distributions to preferred shareholders are recorded daily and are payable at the end of each dividend period.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">Beginning February&nbsp;13, 2008 and consistent with the patterns in
the broader market for auction-rate securities, the Trust&rsquo;s APS auctions were unsuccessful in clearing due to an imbalance of sell
orders over bids to buy the APS. As a result, the dividend rates of the APS were reset to the maximum applicable rates.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">The Trust distinguishes between distributions on a tax basis and a financial
reporting basis. Accounting principles generally accepted in the United States of America require that only distributions in excess of
tax basis earnings and profits be reported in the financial statements as a return of capital. Permanent differences between book and
tax accounting relating to distributions are reclassified to paid-in capital. For tax purposes, distributions from short-term capital
gains are considered to be from ordinary income.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">Common Shareholders will automatically have distributions reinvested
in additional Common Shares under the Trust's dividend reinvestment plan&nbsp;unless they elect otherwise through their investment dealer.
See &ldquo;Distributions&rdquo; and &ldquo;Dividend Reinvestment Plan.&rdquo;</P>


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<P STYLE="font: bold 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0">DIVIDEND REINVESTMENT PLAN</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">The Trust has established a dividend reinvestment plan (the &ldquo;Plan&rdquo;).
Under the Plan, unless a Common Shareholder elects to receive distributions in cash, all distributions will be automatically reinvested
in additional Common Shares. American Stock Transfer &amp; Trust Company, LLC (&ldquo;AST&rdquo; or the &ldquo;Plan Agent&rdquo;) serves
as agent for the Common Shareholders in administering the Plan. Common Shareholders who elect not to participate in the Plan will receive
all Trust distributions in cash paid by check mailed directly to the Common Shareholder of record (or, if the Common Shares are held in
street or other nominee name, then to the nominee) by AST, as disbursing agent. Participation in the Plan is completely voluntary and
may be terminated or resumed at any time without penalty by written notice if received by the Plan Agent prior to any distribution record
date. See &ldquo;Dividend Reinvestment Plan.&rdquo;</P>

<P STYLE="font: bold 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0">CLOSED-END STRUCTURE</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">Closed-end funds differ from open-end management investment companies
(commonly referred to as mutual funds) in that closed-end funds generally list their shares for trading on a securities exchange and do
not redeem their shares at the option of the shareholder. By comparison, mutual funds issue securities redeemable at NAV at the option
of the shareholder and typically engage in a continuous offering of their shares. Mutual funds are subject to continuous asset in-flows
and out-flows that can complicate portfolio management, whereas closed-end funds generally can stay more fully invested in securities
consistent with the closed-end fund's investment objective(s) and policies. In addition, in comparison to open-end funds, closed-end funds
have greater flexibility in the employment of financial leverage and in the ability to make certain types of investments, including investments
in illiquid securities.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">However, shares of closed-end funds frequently trade at a discount from
their net asset value. Since inception, the market price of the Common Shares has fluctuated and at times traded below the Trust&rsquo;s
NAV, and at times has traded above NAV. In recognition of the possibility that the Common Shares might trade at a discount to net asset
value and that any such discount may not be in the interest of Common Shareholders, the Trust's Board of Trustees (the &ldquo;Board&rdquo;),
in consultation with Eaton Vance, from time to time may review possible actions to reduce any such discount. The Board might consider
open market repurchases or tender offers for Common Shares at net asset value. There can be no assurance that the Board will decide to
undertake any of these actions or that, if undertaken, such actions would result in the Common Shares trading at a price equal to or close
to net asset value per Common Share. The Board might also consider the conversion of the Trust to an open-end management investment company.
The Board believes, however, that the closed-end structure is desirable, given the Trust's investment objective and policies. Investors
should assume, therefore, that it is highly unlikely that the Board would vote to convert the Trust to an open-end management investment
company. Investors should note that any outstanding preferred shares issued by the Trust could make a conversion to open-end form more
difficult because of the voting rights of preferred shareholders, the costs of redeeming preferred shares and other factors. See &ldquo;Description
of Capital Structure.&rdquo;</P>

<P STYLE="font: bold 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0 0">SPECIAL RISK CONSIDERATIONS</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">Risk is inherent in all investing. Investing in any investment company
security involves risk, including the risk that you may receive little or no return on your investment or even that you may lose part
or all of your investment.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>Discount
From or Premium to NAV.</B></FONT> The Offering will be conducted only when Common Shares of the Trust are trading at a price equal to
or above the Trust&rsquo;s NAV per Common Share plus the per Common Share amount of commissions. As with any security, the market value
of the Common Shares may increase or decrease from the amount initially paid for the Common Shares. The Trust&rsquo;s Common Shares have
traded both at a premium and at a discount relative to net asset value. The shares of closed-end management investment companies frequently
trade at a discount from their NAV. This is a risk separate and distinct from the risk that the Trust&rsquo;s NAV may decrease.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>Market Discount
Risk</B></FONT>. As with any security, the market value of the Common Shares may increase or decrease from the amount initially paid for
the Common Shares. The Trust&rsquo;s Common Shares have traded both at a premium and at a discount relative to NAV. The shares of closed-end
management investment companies frequently trade at a discount from their NAV. This is a risk separate and distinct from the risk that
the Trust&rsquo;s NAV may decrease.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>Secondary
Market for the Common Shares.</B></FONT> The issuance of Common Shares through the Offering may have an adverse effect on the secondary
market for the Common Shares. The increase in the amount of the Trust&rsquo;s outstanding Common Shares resulting from the Offering may
put downward pressure on the market price for the Common Shares of the Trust. Common Shares will not be issued pursuant to the Offering
at any time when Common Shares are trading at a price lower than a price equal to the Trust&rsquo;s NAV per Common Share plus the per
Common Share amount of commissions.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">The Trust also issues Common Shares of the Trust through its dividend
reinvestment plan. See &ldquo;Dividend Reinvestment Plan.&rdquo; Common Shares may be issued under the plan at a discount to the market
price for such Common Shares, which may put downward pressure on the market price for Common Shares of the Trust.</P>


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<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">When the Common Shares are trading at a premium, the Trust may also
issue Common Shares of the Trust that are sold through transactions effected on the NYSE. The increase in the amount of the Trust&rsquo;s
outstanding Common Shares resulting from that offering may also put downward pressure on the market price for the Common Shares of the
Trust.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">The voting power of current shareholders will be diluted to the extent
that such shareholders do not purchase shares in any future Common Share offerings or do not purchase sufficient shares to maintain their
percentage interest. In addition, if the Adviser is unable to invest the proceeds of such offering as intended, the Trust&rsquo;s per
share distribution may decrease (or may consist of return of capital) and the Trust may not participate in market advances to the same
extent as if such proceeds were fully invested as planned.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>Income Risk.</B></FONT>
The income investors receive from the Trust is based primarily on the interest it earns from its investments, which can vary widely over
the short and long-term. If prevailing market interest rates drop, investors&rsquo; income from the Trust could drop as well. The Trust&rsquo;s
income could also be affected adversely when prevailing short-term interest rates increase and the Trust is utilizing leverage, although
this risk is mitigated by the Trust&rsquo;s investment in Senior Loans, which pay floating-rates of interest.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> <FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>Market
Risk</B></FONT><B><FONT STYLE="font-family: NewsGoth Lt BT,sans-serif">.</FONT></B> The value of investments held by the Trust may increase
or decrease in response to economic, political, financial, public health crises (such as epidemics or pandemics) or other disruptive events
(whether real, expected or perceived) in the U.S. and global markets. These events may negatively impact broad segments of businesses
and populations and may exacerbate pre-existing risks to the Trust. The frequency and magnitude of resulting changes in the value of the
Trust&lsquo;s investments cannot be predicted. Certain securities and other investments held by the Trust may experience increased volatility,
illiquidity, or other potentially adverse effects in reaction to changing market conditions.&nbsp; Monetary and/or fiscal actions taken
by U.S. or foreign governments to stimulate or stabilize the global economy may not be effective and could lead to higher market volatility.
No active trading market may exist for certain investments held by the Trust, which may impair the ability of the Trust to sell or to
realize the current valuation of such investments in the event of the need to liquidate such assets. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>Senior Loans
Risk.</B></FONT> The risks associated with Senior Loans are similar to the risks of Non-Investment Grade Bonds (discussed below), although
Senior Loans are typically senior and secured in contrast to Non-Investment Grade Bonds, which are often subordinated and unsecured. Senior
Loans&rsquo; higher standing has historically resulted in generally higher recoveries in the event of a corporate reorganization or other
restructuring. In addition, because their interest rates are adjusted for changes in short-term interest rates, Senior Loans generally
have less interest rate risk than Non-Investment Grade Bonds, which are typically fixed rate. The Trust&rsquo;s investments in Senior
Loans are typically below investment grade and are considered speculative because of the credit risk of their issuers. Such companies
are more likely to default on their payments of interest and principal owed to the Trust, and such defaults could reduce the Trust&rsquo;s
net asset value and income distributions. An economic downturn generally leads to a higher non-payment rate, and a debt obligation may
lose significant value before a default occurs. Moreover, any specific collateral used to secure a loan may decline in value or lose all
its value or become illiquid, which would adversely affect the loan&rsquo;s value. &ldquo;Junior Loans&rdquo; are secured and unsecured
subordinated loans, second lien loans and subordinate bridge loans. Senior Loans and Junior Loans are referred to together herein as &ldquo;loans.&rdquo;</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">Loans and other debt securities are also subject to the risk of price
declines and to increases in prevailing interest rates, although floating-rate debt instruments are less exposed to this risk than fixed-rate
debt instruments. Interest rate changes may also increase prepayments of debt obligations and require the Trust to invest assets at lower
yields.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">Loans are traded in a private, unregulated inter-dealer or inter-bank
resale market and are generally subject to contractual restrictions that must be satisfied before a loan can be bought or sold. These
restrictions may impede the Trust&rsquo;s ability to buy or sell loans (thus affecting their liquidity) and may negatively impact the
transaction price. See also &ldquo;Market Risk&rdquo; above. It also may take longer than seven days for transactions in loans to settle.
The types of covenants included in loan agreements generally vary depending on market conditions, the creditworthiness of the issuer,
the nature of the collateral securing the loan and possibly other factors. Loans with fewer covenants that restrict activities of the
borrower may provide the borrower with more flexibility to take actions that may be detrimental to the loan holders and provide fewer
investor protections in the event of such actions or if covenants are breached. The Trust may experience relatively greater realized or
unrealized losses or delays and expense in enforcing its rights with respect to loans with fewer restrictive covenants. Loans to entities
located outside of the U.S. may have substantially different lender protections and covenants as compared to loans to U.S. entities and
may involve greater risks. The Trust may have difficulties and incur expense enforcing its rights with respect to non-U.S. loans and such
loans could be subject to bankruptcy laws that are materially different than in the U.S. Loans may be structured such that they are not
securities under securities law, and in the event of fraud or misrepresentation by a borrower, lenders may not have the protection of
the anti-fraud provisions of the federal securities laws. Loans are also subject to risks associated with other types of income investments,
including credit risk and risks of lower rated investments.</P>


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<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>Credit Risk.</B></FONT>
Investments in loans and other debt obligations (referred to below as &ldquo;debt instruments&rdquo;) are subject to the risk of non-payment
of scheduled principal and interest. Changes in economic conditions or other circumstances may reduce the capacity of the party obligated
to make principal and interest payments on such instruments and may lead to defaults. Such non-payments and defaults may reduce the value
of Trust shares and income distributions. The value of debt instruments also may decline because of concerns about the issuer&rsquo;s
ability to make principal and interest payments. In addition, the credit ratings of debt instruments may be lowered if the financial condition
of the party obligated to make payments with respect to such instruments deteriorates. In the event of bankruptcy of the issuer of a debt
instrument, the Trust could experience delays or limitations with respect to its ability to realize the benefits of any collateral securing
the instrument. In order to enforce its rights in the event of a default, bankruptcy or similar situation, the Trust may be required to
retain legal or similar counsel, which may increase the Trust&rsquo;s operating expenses and adversely affect net asset value. The Trust
is also exposed to credit risk when it engages in certain types of derivatives transactions and when it engages in transactions that expose
the Trust to counterparty risk. See &ldquo;Derivatives.&rdquo; Due to their lower place in the borrower&rsquo;s capital structure, Junior
Loans involve a higher degree of overall risk than Senior Loans to the same borrower.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">In evaluating the quality of a particular instrument, the investment
adviser may take into consideration, among other things, a credit rating assigned by a credit rating agency, the issuer&rsquo;s financial
resources and operating history, its sensitivity to economic conditions and trends, the ability of its management, its debt maturity schedules
and borrowing requirements, and relative values based on anticipated cash flow, interest and asset coverage, and earnings prospects. Credit
rating agencies are private services that provide ratings of the credit quality of certain investments. Credit ratings issued by rating
agencies are based on a number of factors including, but not limited to, the issuer&rsquo;s financial condition and the rating agency&rsquo;s
credit analysis, if applicable, at the time of rating. As such, the rating assigned to any particular security is not necessarily a reflection
of the issuer&rsquo;s current financial condition. The ratings assigned are not absolute standards of credit quality and do not evaluate
market risks or necessarily reflect the issuer&rsquo;s current financial condition or the volatility or liquidity of the security.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">A credit rating may have a modifier (such as plus, minus or a numerical
modifier) to denote its relative status within the rating. The presence of a modifier does not change the security credit rating (for
example, BBB- and Baa3 are within the investment grade rating) for purposes of the Trust&rsquo;s investment limitations.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> <FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>Interest
Rate Risk</B></FONT><B><FONT STYLE="font-family: NewsGoth Lt BT,sans-serif">.</FONT></B> In general, the value of income securities will
fluctuate based on changes in interest rates. The value of these securities is likely to increase when interest rates fall and decline
when interest rates rise. Duration measures the time-weighted expected cash flows of a fixed-income security, while maturity refers to
the amount of time until a fixed-income security matures. Generally, securities with longer durations or maturities are more sensitive
to changes in interest rates than securities with shorter durations or maturities, causing them to be more volatile. Conversely, fixed-income
securities with shorter durations or maturities will be less volatile but may provide lower returns than fixed-income securities with
longer durations or maturities. In a rising interest rate environment, the duration of income securities that have the ability to be prepaid
or called by the issuer may be extended. In a declining interest rate environment, the proceeds from prepaid or maturing instruments may
have to be reinvested at a lower interest rate. The impact of interest rate changes is significantly less for floating-rate instruments
that have relatively short periodic rate resets (e.g., ninety days or less). Variable and floating-rate loans and securities generally
are less sensitive to interest rate changes, but may decline in value if their interest rates do not rise as much or as quickly as interest
rates in general. Conversely, variable and floating-rate loans and securities generally will not increase in value as much as fixed rate
debt instruments if interest rates decline. Because the Trust holds variable and floating-rate loans and securities, a decrease in market
interest rates will reduce the interest income to be received from such securities. In the event that the Trust has a negative average
portfolio duration, the value of the Trust may decline in a declining interest rate environment. Because floating or variable rates on
loans only reset periodically, changes in prevailing interest rates may cause some fluctuations in the Trust&rsquo;s net asset value.
Similarly, a sudden and significant increase in market interest rates may cause a decline in the Trust&rsquo;s net asset value. A material
decline in the Trust&rsquo;s net asset value may impair the Trust&rsquo;s ability to maintain required levels of asset coverage. Certain
countries and regulatory bodies may use negative interest rates as a monetary policy tool to encourage economic growth during periods
of deflation. In a negative interest rate environment, debt instruments may trade at negative yields, which means the purchaser of the
instrument may receive at maturity less than the total amount invested. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> <FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>LIBOR
Transition and Associated Risk.</B></FONT> The London Interbank Offered Rate or LIBOR is the average offered rate for various maturities
of short-term loans between major international banks who are members of the British Bankers Association. LIBOR is the most common benchmark
interest rate index used to make adjustments to variable-rate loans. It is used throughout global banking and financial industries to
determine interest rates for a variety of financial instruments (such as debt instruments and derivatives) and borrowing arrangements
and to determine dividend rates for preferred shares. In July 2017, the Financial Conduct Authority (the &ldquo;FCA&rdquo;), the United
Kingdom financial regulatory body, announced a desire to phase out the use of LIBOR. The ICE Benchmark Administration Limited, the administrator
of LIBOR, is expected to cease publishing certain LIBOR settings on December 31, 2021, and the remaining LIBOR settings on June 30, 2023.
Many market participants are expected to transition to the use of alternative reference or benchmark rates before the end of 2021. </P>


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<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> Although the transition process away from LIBOR is expected to be
defined in advance of the anticipated discontinuation, there remains uncertainty regarding the future utilization of LIBOR and the nature
of any replacement rate or rates. The transition process may involve, among other things, increased volatility or illiquidity in markets
for instruments that currently rely on LIBOR. The transition may also result in a change in (i) the value of certain instruments held
by the Trust, (ii) the cost of Borrowing or the dividend rate for preferred shares, or (iii) the effectiveness of related Trust transactions
such as hedges, as applicable. When LIBOR is discontinued, the LIBOR replacement rate may be lower than market expectations, which could
have an adverse impact on the value of preferred and debt-securities with floating or fixed-to-floating rate coupons. Any such effects
of the transition away from LIBOR and the adoption of alternative reference rates, as well as other unforeseen effects, could result in
losses to the Trust. Since the usefulness of LIBOR as a benchmark could deteriorate during the transition period, these effects may occur
prior to the discontinuation date. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> Additionally, while some existing LIBOR-based instruments may contemplate
a scenario where LIBOR is no longer available by providing for an alternative or &ldquo;fallback&rdquo; rate-setting methodology, there
may be significant uncertainty regarding the effectiveness of any such alternative methodologies to replicate LIBOR. Not all existing
LIBOR-based instruments have such fallback provisions, and many that do, do not contemplate the permanent cessation of LIBOR. While it
is expected that market participants will amend legacy financial instruments referencing LIBOR to include fallback provisions to alternative
reference rates, there remains uncertainty regarding the willingness and ability of parties to add or amend such fallback provisions in
legacy instruments maturing after the end of 2021, particularly with respect to legacy cash products. Although there are ongoing efforts
among certain government entities and other organizations to address these uncertainties, the ultimate effectiveness of such efforts is
not yet known. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> Various financial industry groups are planning for the transition
away from LIBOR, but there are obstacles to converting certain longer term securities and transactions to a new benchmark. In June 2017,
the Alternative Reference Rates Committee, a group of large U.S. banks working with the Federal Reserve, announced its selection of a
new Secured Overnight Financing Rate (&ldquo;SOFR&rdquo;), which is intended to be a broad measure of secured overnight U.S. Treasury
repo rates, as an appropriate replacement for LIBOR. The Federal Reserve Bank of New York began publishing the SOFR in 2018, with the
expectation that it could be used on a voluntary basis in new instruments and transactions. Bank working groups and regulators in other
countries have suggested other alternatives for their markets, including the Sterling Overnight Interbank Average Rate in England. Liquid
markets for newly-issued instruments that use an alternative reference rate are still developing. Consequently, there may be challenges
for a Trust to enter into hedging transactions against instruments tied to alternative reference rates until a market for such hedging
transactions develops. Certain proposed replacement rates to LIBOR, such as SOFR, are materially different from LIBOR, and changes in
the applicable spread for financial instruments transitioning away from LIBOR will need to be made to accommodate the differences. Furthermore,
the risks associated with the expected discontinuation of LIBOR and transition to replacement rates may be exacerbated if an orderly transition
to an alternative reference rate is not completed in a timely manner. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>Non-Investment
Grade Bonds Risk.</B></FONT> The Trust&rsquo;s investments in Non-Investment Grade Bonds, commonly referred to as &ldquo;junk bonds,&rdquo;
are predominantly speculative because of the credit risk of their issuers. While offering a greater potential opportunity for capital
appreciation and higher yields, Non-Investment Grade Bonds typically entail greater potential price volatility and may be less liquid
than higher-rated securities. Issuers of Non-Investment Grade Bonds are more likely to default on their payments of interest and principal
owed to the Trust, and such defaults will reduce the Trust&rsquo;s net asset value and income distributions. The prices of these lower
rated obligations are more sensitive to negative developments than higher rated securities. Adverse business conditions, such as a decline
in the issuer&rsquo;s revenues or an economic downturn, generally lead to a higher non-payment rate. In addition, a security may lose
significant value before a default occurs as the market adjusts to expected higher non-payment rates.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>Lower Rated
Investments Risk.</B></FONT> Investments rated below investment grade and comparable unrated investments (sometimes referred to as &ldquo;junk&rdquo;)
have speculative characteristics because of the credit risk associated with their issuers. Changes in economic conditions or other circumstances
typically have a greater effect on the ability of issuers of lower rated investments to make principal and interest payments than they
do on issuers of higher rated investments. An economic downturn generally leads to a higher non-payment rate, and a lower rated investment
may lose significant value before a default occurs. Lower rated investments typically are subject to greater price volatility and illiquidity
than higher rated investments.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>Prepayment
Risk.</B></FONT> During periods of declining interest rates or for other purposes, Borrowers may exercise their option to prepay principal
earlier than scheduled. For fixed-income securities, such payments often occur during periods of declining interest rates, forcing the
Trust to reinvest in lower yielding securities. This is known as call or prepayment risk. Non-Investment Grade Bonds frequently have call
features that allow the issuer to redeem the security at dates prior to its stated maturity at a specified price (typically greater than
par) only if certain prescribed conditions are met (&ldquo;call protection&rdquo;). An issuer may redeem a Non-Investment Grade Bond if,
for example, the issuer can refinance the debt at a lower cost due to declining interest rates or an improvement in the credit standing
of the issuer. Senior Loans typically have no such call protection. For premium bonds (bonds acquired at prices that exceed their par
or principal value) purchased by the Trust, prepayment risk may be enhanced.</P>


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<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><B>Issuer Risk.</B> <FONT STYLE="font-weight: normal">The value of corporate
income-producing securities held by the Trust may decline for a number of reasons, which directly relate to the issuer, such as management
performance, financial leverage and reduced demand for the issuer&rsquo;s goods and services.</FONT></P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>Derivatives
Risk.</B></FONT> The Trust&rsquo;s exposure to derivatives involves risks different from, or possibly greater than, the risks associated
with investing directly in securities and other investments. The use of derivatives can lead to losses because of adverse movements in
the price or value of the security, instrument, index, currency, commodity, economic indicator or event underlying a derivative (&ldquo;reference
instruments&rdquo;), due to failure of a counterparty or due to tax or regulatory constraints. Derivatives may create leverage in the
Trust, which represents a non-cash exposure to the reference instrument. Leverage can increase both the risk and return potential of the
Trust. Derivatives risk may be more significant when derivatives are used to enhance return or as a substitute for a cash investment position,
rather than solely to hedge the risk of a position held by the Trust. Use of derivatives involves the exercise of specialized skill and
judgment, and a transaction may be unsuccessful in whole or in part because of market behavior or unexpected events. Changes in the value
of a derivative (including one used for hedging) may not correlate perfectly with the underlying reference instrument. Derivative instruments
traded in over-the-counter markets may be difficult to value, may be illiquid, and may be subject to wide swings in valuation caused by
changes in the value of the underlying reference instrument. If a derivative&rsquo;s counterparty is unable to honor its commitments,
the value of Trust shares may decline and the Trust could experience delays in the return of collateral or other assets held by the counterparty.
The loss on derivative transactions may substantially exceed the initial investment, particularly when there is no stated limit on the
Trust&rsquo;s use of derivatives. A derivative investment also involves the risks relating to the reference instrument underlying the
investment.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>Leverage
Risk.</B></FONT> Certain fund transactions may give rise to leverage. Leverage can result from a non-cash exposure to the underlying reference
instrument. Leverage can increase both the risk and return potential of the Trust. The Trust is required to segregate liquid assets or
otherwise cover the Trust&rsquo;s obligation created by a transaction that may give rise to leverage. The use of leverage may cause the
Trust to liquidate portfolio positions when it may not be advantageous to do so to satisfy its obligations or to meet segregation requirements.
Leverage may cause the Trust&rsquo;s share price to be more volatile than if it had not been leveraged, as certain types of leverage may
exaggerate the effect of any increase or decrease in the value of the Trust&rsquo;s portfolio securities. The loss on leveraged investments
may substantially exceed the initial investment.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> As discussed above, the Trust currently uses leverage created by
issuing APS and borrowings. On June 27, 2001, the Trust issued 2,200 Series A APS and 2,200 Series B APS, with a liquidation preference
per share of $25,000 plus accumulated but unpaid dividends. On September 23, 2016, the Trust repurchased 968 Series A APS and 968 Series
B APS. On September 14, 2018, the Trust repurchased 480 Series A APS and 480 Series B APS. In addition, in connection with this repurchase,
the Trust increased its borrowing limits under its Revolving Credit and Security Agreement, as amended (the &ldquo;Agreement&rdquo;) with
conduit lenders and a bank to allow it to borrow up to $125 million. The proceeds of which were used to invest in accordance with the
Trust&rsquo;s investment practices and to partially redeem the Trust&rsquo;s APS. The Trust is required to maintain certain net asset
levels during the term of the Agreement. As of June 30, 2021, the Trust had $103 million in outstanding borrowings, at an interest rate
of 0.14%, in addition to outstanding APS. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">The Adviser anticipates that the use of leverage (from the issuance
of APS and borrowings) may result in higher income to Common Shareholders over time. Leverage creates risks for Common Shareholders, including
the likelihood of greater volatility of NAV and market price of the Common Shares and the risk that fluctuations in dividend rates on
APS and costs of borrowings may affect the return to Common Shareholders.&#8194;See also &ldquo;LIBOR Transition and Associated Risk.&rdquo;
To the extent the income derived from investments purchased with funds received from leverage exceeds the cost of leverage, the Trust&rsquo;s
distributions will be greater than if leverage had not been used. Conversely, if the income from the investments purchased with such funds
is not sufficient to cover the cost of leverage, the amount available for distribution to Common Shareholders will be less than if leverage
had not been used. In the latter case, Eaton Vance, in its best judgment, may nevertheless determine to maintain the Trust&rsquo;s leveraged
position if it deems such action to be appropriate. While the Trust has preferred shares outstanding, an increase in short-term rates
would also result in an increased cost of leverage, which would adversely affect the Trust&rsquo;s income available for distribution.
There can be no assurance that a leveraging strategy will be successful.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">In addition, under current federal income tax law, the Trust is required
to allocate a portion of any net realized capital gains or other taxable income to APS holders. The terms of the Trust&rsquo;s APS require
the Trust to pay to any APS holders additional dividends intended to compensate such holders for taxes payable on any capital gains or
other taxable income allocated to such holders. Any such additional dividends will reduce the amount available for distribution to Common
Shareholders. As discussed under &ldquo;Management of the Trust,&rdquo; the fee paid to Eaton Vance is calculated on the basis of the
Trust&rsquo;s gross assets, including proceeds from the issuance of APS and borrowings, so the fees will be higher when leverage is utilized.
In this regard, holders of APS do not bear the investment advisory fee. Rather, Common Shareholders bear the portion of the investment
advisory fee attributable to the assets purchased with the proceeds, which means that Common Shareholders effectively bear the entire
advisory fee.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"></P>

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<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">The APS have been rated Aa3 by Moody's. The Trust currently intends
to seek to maintain this rating or an equivalent credit rating on the APS or any preferred shares it issues. The Rating Agencies which
rate the preferred shares and any bank lender in connection with a credit facility or commercial paper program may also impose specific
restrictions as a condition to borrowing. Such restrictions may include asset coverage or portfolio composition requirements that are
more stringent than those imposed on the Trust by the 1940 Act. These covenants or guidelines do not currently and are not expected to
impede Eaton Vance in managing the Trust&rsquo;s portfolio in accordance with its investment objective and policies and it is not anticipated
that they will so impede Eaton Vance in the future. See &ldquo;Description of Capital Structure - Preferred Shares.&rdquo;</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">Financial leverage may also be achieved through the purchase of certain
derivative instruments. The Trust&rsquo;s use of derivative instruments exposes the Trust to special risks. See &ldquo;Investment Objective,
Policies and Risks - Additional Investment Practices&rdquo; and &ldquo;Investment Objective, Policies, and Risks - Additional Risk Considerations.&rdquo;</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> <FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>Foreign
Investment Risk.</B></FONT> Investments in foreign issuers could be affected by factors not present in the United States, including expropriation,
armed conflict, confiscatory taxation, lack of uniform accounting and auditing standards, less publicly available financial and other
information, and potential difficulties in enforcing contractual obligations. Because foreign issuers may not be subject to uniform accounting,
auditing and financial reporting standard practices and requirements and regulatory measures comparable to those in the United States,
there may be less publicly available information about such foreign issuers. Settlements of securities transactions in foreign countries
are subject to risk of loss, may be delayed and are generally less frequent than in the United States, which could affect the liquidity
of the Trust&rsquo;s assets. Evidence of ownership of certain foreign investments may be held outside the United States, and the Trust
may be subject to the risks associated with the holding of such property overseas. Trading in certain foreign markets is also subject
to liquidity risk. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> Foreign investments in the securities markets of certain foreign
countries is restricted or controlled to varying degrees. Foreign issuers may become subject to sanctions imposed by the United States
or another country, which could result in the immediate freeze of the foreign issuers&rsquo; assets or securities. The imposition of such
sanctions could impair the market value of the securities of such foreign issuers and limit the Trust&rsquo;s ability to buy, sell, receive
or deliver the securities. In addition, as a result of economic sanctions, the Trust may be forced to sell or otherwise dispose of investments
at inopportune times or prices, which could result in losses to the Trust and increased transaction costs. If a deterioration occurs in
a country's balance of payments, the country could impose temporary restrictions on foreign capital remittances. The Trust could also
be adversely affected by delays in, or a refusal to grant, any required governmental approval for repatriation, as well as by other restrictions
on investment. The risks posed by such actions with respect to a particular foreign country, its nationals or industries or businesses
within the country may be heightened to the extent the Trust invests significantly in the affected country or region or in issuers from
the affected country that depend on global markets. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> Political events in foreign countries may cause market disruptions.
In June 2016, the United Kingdom (&ldquo;UK&rdquo;) voted in a referendum to leave the European Union (&ldquo;EU&rdquo;) (&ldquo;Brexit&rdquo;).
Effective January 31, 2020, the UK ceased to be a member of the EU and, following a transition period during which the EU and the UK
Government engaged in a series of negotiations regarding the terms of the UK&rsquo;s future relationship with the EU, the EU and the
UK Government signed an agreement on December 30, 2020 regarding the economic relationship between the UK and the EU. This agreement
became effective on a provisional basis on January 1, 2021 and entered into full force on May 1, 2021. There remains significant market
uncertainty regarding Brexit&rsquo;s ramifications, and the range and potential implications of the possible political, regulatory, economic,
and market outcomes in the UK, EU and beyond are difficult to predict. The end of the Brexit transition period may cause greater market
volatility and illiquidity, currency fluctuations, deterioration in economic activity, a decrease in business confidence, and an increased
likelihood of a recession in the UK. If one or more additional countries leave the EU or the EU dissolves, the world&rsquo;s securities
markets likely will be significantly disrupted. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> The Trust may invest in securities and other instruments (including
loans) issued, guaranteed, or backed by sovereign or government entities. Economic data as reported by sovereign or government entities
and other issuers may be delayed, inaccurate or fraudulent. Many sovereign or government debt obligations may be rated below investment
grade. Any restructuring of a sovereign or government debt obligation held by the Trust will likely have a significant adverse effect
on the value of the obligation. In the event of default of a sovereign or government debt, the Trust may be unable to pursue legal action
against the issuer or secure collateral on the debt, there are typically no assets to be seized or cash flows to be attached. Furthermore,
the willingness or ability of a sovereign or government entity to restructure defaulted debt may be limited. Therefore, losses on sovereign
or government defaults may far exceed the losses from the default of a similarly rated U.S. corporate debt issuer. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>Currency
Risk.</B></FONT> Exchange rates for currencies fluctuate daily. The value of foreign investments may be affected favorably or unfavorably
by changes in currency exchange rates in relation to the U.S. dollar. Currency markets generally are not as regulated as securities markets
and currency transactions are subject to settlement, custodial and other operational risks.</P>


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<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>U.S. Government
Securities Risk.</B></FONT> Although certain U.S. Government-sponsored agencies (such as the Federal Home Loan Mortgage Corporation and
the Federal National Mortgage Association) may be chartered or sponsored by acts of Congress, their securities are neither issued nor
guaranteed by the U.S. Treasury. U.S. Treasury securities generally have a lower return than other obligations because of their higher
credit quality and market liquidity.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>Pooled Investment
Vehicles Risk.</B></FONT> Pooled investment vehicles are open- and closed-end investment companies and exchange-traded funds (&ldquo;ETFs&rdquo;).
Pooled investment vehicles are subject to the risks of investing in the underlying securities or other investments. Shares of closed-end
investment companies and ETFs may trade at a premium or discount to net asset value and are subject to secondary market trading risks.
In addition, the Trust will bear a pro rata portion of the operating expenses of a pooled investment vehicle in which it invests.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> <FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>Equity
Securities Risk.</B></FONT> The value of equity securities and related instruments may decline in response to adverse changes in the economy
or the economic outlook; deterioration in investor sentiment; interest rate, currency, and commodity price fluctuations; adverse geopolitical,
social or environmental developments; issuer and sector-specific considerations; unexpected trading activity among retail investors; or
other factors. Market conditions may affect certain types of stocks to a greater extent than other types of stocks. If the stock market
declines in value, the value of the Trust's equity securities will also likely decline. Although prices can rebound, there is no assurance
that values will return to previous levels. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>Liquidity
Risk.</B></FONT> The Trust may invest without limitation in Senior Loans and other investments for which there is no readily available
trading market or which are otherwise illiquid. The Trust may not be able to dispose readily of such investments at prices that approximate
those at which the Trust could sell such investments if they were more widely traded and, as a result of such illiquidity, the Trust may
have to sell other investments or engage in borrowing transactions if necessary to raise cash to meet its obligations. In addition, the
limited liquidity could affect the market price of the investments, thereby adversely affecting the Trust's net asset value and ability
to make dividend distributions.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">Some loans are not readily marketable and may be subject to contractual
restrictions that must be satisfied before a loan can be bought or sold. Loans generally are not listed on any national securities exchange
or automated quotation system and no active trading market may exist for some of the loans in which the Trust will invest. Where a secondary
market exists, such market for some loans may be subject to irregular activity, wide bid/ask spreads and extended trade settlement periods.
Loans that are illiquid may impair the Trust&rsquo;s ability to realize the full value of its assets in the event of a voluntary or involuntary
liquidation of such assets and thus may cause a decline in the Trust&rsquo;s net asset value.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">In addition, the limited liquidity could affect the market price of
the investments, thereby adversely affecting the Trust&rsquo;s NAV and ability to make dividend distributions. The financial markets in
general have in recent years experienced periods of extreme secondary market supply and demand imbalance, resulting in a loss of liquidity
during which market prices were suddenly and substantially below traditional measures of intrinsic value. During such periods, some investments
could be sold only at arbitrary prices and with substantial losses. Periods of such market dislocation may occur again at any time. The
Trust has no limitation on the amount of its assets which may be invested in investments which are not readily marketable or are subject
to restrictions on resale.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>Money Market
Instrument Risk.</B></FONT> Money market instruments may be adversely affected by market and economic events, such as a sharp rise in
prevailing short-term interest rates; adverse developments in the banking industry, which issues or guarantees many money market instruments;
adverse economic, political or other developments affecting issuers of money market instruments; changes in the credit quality of issuers;
and default by a counterparty.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>Reinvestment
Risk.</B></FONT> Income from the Trust&rsquo;s portfolio will decline if and when the Trust invests the proceeds from matured, traded
or called debt obligations into lower yielding instruments.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>Inflation
Risk.</B></FONT> Inflation risk is the risk that the value of assets or income from investments will be worth less in the future as inflation
decreases the value of money. As inflation increases, the real value of the Common Shares and distributions thereon can decline. In addition,
during any periods of rising inflation, dividend rates of preferred shares would likely increase, which would tend to further reduce returns
to Common Shareholders. This risk is mitigated to some degree by the Trust's investments in Senior Loans.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>Management
Risk.</B></FONT> The Trust is subject to management risk because it is actively managed. Eaton Vance and the individual portfolio managers
invest the assets of the Trust as they deem appropriate in implementing the Trust&rsquo;s investment strategy. Accordingly, the success
of the Trust depends upon the investment skills and analytical abilities of Eaton Vance and the individual portfolio managers to develop
and effectively implement strategies that achieve the Trust&rsquo;s investment objective. There is no assurance that Eaton Vance and the
individual portfolio managers will be successful in developing and implementing the Trust&rsquo;s investment strategy. Subjective decisions
made by Eaton Vance and the individual portfolio managers may cause the Trust to incur losses or to miss profit opportunities.</P>


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<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>Cybersecurity
Risk.</B></FONT> With the increased use of technologies by Trust service providers to conduct business, such as the Internet, the Trust
is susceptible to operational, information security and related risks. The Trust relies on communications technology, systems, and networks
to engage with clients, employees, accounts, shareholders, and service providers, and a cyber incident may inhibit the Trust&rsquo;s ability
to use these technologies. In general, cyber incidents can result from deliberate attacks or unintentional events. Cyber attacks include,
but are not limited to, gaining unauthorized access to digital systems (e.g., through &ldquo;hacking&rdquo; or malicious software coding)
for purposes of misappropriating assets or sensitive information, corrupting data, or causing operational disruption. Cyber attacks may
also be carried out in a manner that does not require gaining unauthorized access, such as causing denial-of-service attacks on websites.
A denial-of-service attack is an effort to make network services unavailable to intended users, which could cause shareholders to lose
access to their electronic accounts, potentially indefinitely. Employees and service providers also may not be able to access electronic
systems to perform critical duties for the Trust, such as trading and NAV calculation, during a denial-of-service attack. There is also
the possibility for systems failures due to malfunctions, user error and misconduct by employees and agents, natural disasters, or other
foreseeable and unforeseeable events.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> Because technology is consistently changing, new ways to carry out
cyber attacks are always developing. Therefore, there is a chance that some risks have not been identified or prepared for, or that an
attack may not be detected, which puts limitations on the Trust's ability to plan for or respond to a cyber attack. Like other Trusts
and business enterprises, the Trust and its service providers have experienced, and will continue to experience, cyber incidents consistently.
In addition to deliberate cyber attacks, unintentional cyber incidents can occur, such as the inadvertent release of confidential information
by the Trust or its service providers. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">The Trust uses third party service providers who are also heavily dependent
on computers and technology for their operations. Cybersecurity failures or breaches by the Trust&rsquo;s investment adviser or administrator
and other service providers (including, but not limited to, the custodian or transfer agent), and the issuers of securities in which the
Trust invests, may disrupt and otherwise adversely affect their business operations. This may result in financial losses to the Trust,
impede Trust trading, interfere with the Trust&rsquo;s ability to calculate its NAV, or cause violations of applicable privacy and other
laws, regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, litigation costs, or additional compliance
costs. While many of the Trust service providers have established business continuity plans and risk management systems intended to identify
and mitigate cyber attacks, there are inherent limitations in such plans and systems including the possibility that certain risks have
not been identified. The Trust cannot control the cybersecurity plans and systems put in place by service providers to the Trust and issuers
in which the Trust invests. The Trust and its shareholders could be negatively impacted as a result.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> <FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>Recent
Market Conditions.&nbsp;</B></FONT> An outbreak of respiratory disease caused by a novel coronavirus was first detected in China in late
2019 and subsequently spread internationally. This coronavirus has resulted in closing borders, enhanced health screenings, changes to
healthcare service preparation and delivery, quarantines, cancellations, disruptions to supply chains and customer activity, as well as
general concern and uncertainty. The impact of this coronavirus has resulted in a substantial economic downturn, which may continue for
an extended period of time. Health crises caused by outbreaks of disease, such as the coronavirus outbreak, may exacerbate other pre-existing
political, social and economic risks and disrupt normal market conditions and operations. The impact of this outbreak has negatively affected
the worldwide economy, as well as the economies of individual countries and industries, and could continue to affect the market in significant
and unforeseen ways. Other epidemics and pandemics that may arise in the future may have similar effects. For example, a global pandemic
or other widespread health crisis could cause substantial market volatility and exchange trading suspensions and closures. In addition,
the increasing interconnectedness of markets around the world may result in many markets being affected by events or conditions in a single
country or region or events affecting a single or small number of issuers. The coronavirus outbreak and public and private sector responses
thereto have led to large portions of the populations of many countries working from home for indefinite periods of time, temporary or
permanent layoffs, disruptions in supply chains, and lack of availability of certain goods. The impact of such responses could adversely
affect the information technology and operational systems upon which the Trust and the Trust&rsquo;s service providers rely, and could
otherwise disrupt the ability of the employees of the Trust&rsquo;s service providers to perform critical tasks relating to the Trust.
Any such impact could adversely affect the Trust&rsquo;s performance, or the performance of the securities in which the Trust invests
and may lead to losses on your investment in the Trust. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>Regulatory
Risk.</B></FONT> To the extent that legislation or state or federal regulators that regulate certain financial institutions impose additional
requirements or restrictions with respect to the ability of such institutions to make loans, particularly in connection with highly leveraged
transactions, the availability of Senior Loans for investment may be adversely affected. Further, such legislation or regulation could
depress the market value of Senior Loans.</P>


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<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> <FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>Market
Disruption.</B></FONT> Global instability, war, geopolitical tensions and terrorist attacks in the United States and around the world
have previously resulted, and may in the future result in market volatility and may have long-term effects on the United States and worldwide
financial markets and may cause further economic uncertainties in the United States and worldwide. The Trust cannot predict the effects
of significant future events on the global economy and securities markets. A similar disruption of the financial markets could impact
interest rates, auctions, secondary trading, ratings, credit risk, inflation and other factors relating to the Common Shares. In particular,
Non-Investment Grade Bonds and Senior Loans tend to be more volatile than higher rated fixed-income securities so that these events and
any actions resulting from them may have a greater impact on the prices and volatility of Non-Investment Grade Bonds and Senior Loans
than on higher rated fixed-income securities. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> <FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>Anti-Takeover
Provisions.</B></FONT> The Trust&rsquo;s Agreement and Declaration of Trust (the &ldquo;Declaration of Trust&rdquo;) and Amended and Restated
By-Laws (the &ldquo;By-Laws&rdquo; and together with the Declaration of Trust, the &ldquo;Organizational Documents&rdquo;) include provisions
that could have the effect of limiting the ability of other persons or entities to acquire control of the Trust or to change the composition
of its Board. For example, pursuant to the Trust's Declaration of Trust, the Board is divided into three classes of Trustees with each
class serving for a three-year term and certain types of transactions require the favorable vote of holders of at least 75% of the outstanding
shares of the Trust. See &ldquo;Description of Capital Structure - Certain Provisions of the Organizational Documents - Anti-Takeover
Provisions in the Organizational Documents.&rdquo; </P>


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<P STYLE="font: bold 12pt Arial, Helvetica, Sans-Serif; margin: 3pt 0">Summary of Trust Expenses</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> The purpose of the table below is to help you understand all fees
and expenses that you, as a holder of Common Shares (&ldquo;Common Shareholder&rdquo;), would bear directly or indirectly. The table reflects
the issuance of preferred shares in an amount equal to 9.46% of the Trust&rsquo;s total assets and borrowings in an amount equal to 26.86%
of the Trust&rsquo;s total assets (including the proceeds of all such leverage) and shows Trust expenses as a percentage of net assets
attributable to Common Shares for the year ended June 30, 2021. </P>

<TABLE CELLSPACING="0" CELLPADDING="0" ALIGN="CENTER" STYLE="font: 10pt Arial, Helvetica, Sans-Serif; width: 80%; border-collapse: collapse">
  <TR STYLE="vertical-align: top">
    <TD STYLE="width: 73%; padding: 3pt 5.5pt 3pt 2.9pt; font: 9pt/10pt Arial Narrow, Helvetica, Sans-Serif"><U>Common Shareholder transaction expenses</U></TD>
    <TD STYLE="width: 27%; padding: 3pt 5.5pt; font: 9pt/10pt Arial Narrow, Helvetica, Sans-Serif; text-align: center">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="font: 9pt/10pt Arial Narrow, Helvetica, Sans-Serif; padding: 3pt 5.5pt 3pt 13.7pt">Sales load paid by you (as a percentage of offering price)</TD>
    <TD STYLE="font: 9pt/10pt Arial Narrow, Helvetica, Sans-Serif; padding: 3pt 5.5pt; text-align: center">--%<FONT STYLE="font-family: Arial Narrow, Helvetica, Sans-Serif"><SUP>(1)</SUP></FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="font: 9pt/10pt Arial Narrow, Helvetica, Sans-Serif; padding: 3pt 5.5pt 3pt 13.7pt">Offering expenses (as a percentage of offering price)</TD>
    <TD STYLE="font: 9pt/10pt Arial Narrow, Helvetica, Sans-Serif; padding: 3pt 5.5pt; text-align: center">None<FONT STYLE="font-family: Arial Narrow, Helvetica, Sans-Serif"><SUP>(2)</SUP></FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="font: 9pt/10pt Arial Narrow, Helvetica, Sans-Serif; padding: 3pt 5.5pt 3pt 13.7pt">Dividend reinvestment plan fees</TD>
    <TD STYLE="font: 9pt/10pt Arial Narrow, Helvetica, Sans-Serif; padding: 3pt 5.5pt; text-align: center">$5.00<FONT STYLE="font-family: Arial Narrow, Helvetica, Sans-Serif"><SUP>(3)</SUP></FONT></TD></TR>
  </TABLE>
<P STYLE="font: 2pt/3pt Arial, Helvetica, Sans-Serif; margin: 0">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" ALIGN="CENTER" STYLE="width: 80%; font: 10pt Arial, Helvetica, Sans-Serif; border-collapse: collapse">
  <TR>
    <TD STYLE="vertical-align: bottom; width: 73%; padding: 3pt 5.5pt 3pt 2.9pt; font: 9pt/10pt Arial Narrow, Helvetica, Sans-Serif"><U>Annual expenses</U></TD>
    <TD STYLE="vertical-align: top; width: 27%; padding: 3pt 5.5pt; font: 9pt/10pt Arial Narrow, Helvetica, Sans-Serif; text-align: center">Percentage of net assets attributable to<BR>
<U>Common Shares</U><FONT STYLE="font-family: Arial Narrow, Helvetica, Sans-Serif"><SUP>(4)</SUP></FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="font: 9pt/10pt Arial Narrow, Helvetica, Sans-Serif; padding: 3pt 5.5pt 3pt 13.7pt">Investment advisory fee</TD>
    <TD STYLE="font: 9pt/10pt Arial Narrow, Helvetica, Sans-Serif; padding: 3pt 5.5pt; text-align: center"> 1.16%<FONT STYLE="font-family: Arial Narrow, Helvetica, Sans-Serif"><SUP>(5)</SUP></FONT> </TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="font: 9pt/10pt Arial Narrow, Helvetica, Sans-Serif; padding: 3pt 5.5pt 3pt 13.7pt">Interest payments on borrowed funds </TD>
    <TD STYLE="font: 9pt/10pt Arial Narrow, Helvetica, Sans-Serif; padding: 3pt 5.5pt; text-align: center"> 0.57%<FONT STYLE="font-family: Arial Narrow, Helvetica, Sans-Serif"><SUP>(6)</SUP></FONT> </TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="font: 9pt/10pt Arial Narrow, Helvetica, Sans-Serif; padding: 3pt 5.5pt 3pt 13.7pt">Other expenses</TD>
    <TD STYLE="font: 9pt/10pt Arial Narrow, Helvetica, Sans-Serif; padding: 3pt 5.5pt; text-align: center"> 0.80% </TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="font: 9pt/10pt Arial Narrow, Helvetica, Sans-Serif; padding: 3pt 5.5pt 3pt 13.7pt">Acquired fund fees and expenses</TD>
    <TD STYLE="font: 9pt/10pt Arial Narrow, Helvetica, Sans-Serif; padding: 3pt 5.5pt; text-align: center"> <U>0.05</U>% </TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="font: 9pt/10pt Arial Narrow, Helvetica, Sans-Serif; padding: 3pt 5.5pt 3pt 2.9pt">Total annual Trust operating expenses</TD>
    <TD STYLE="font: 9pt/10pt Arial Narrow, Helvetica, Sans-Serif; padding: 3pt 5.5pt; text-align: center"> 2.58% </TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="font: 9pt/10pt Arial Narrow, Helvetica, Sans-Serif; padding: 3pt 5.5pt 3pt 2.9pt">Dividends on preferred shares</TD>
    <TD STYLE="font: 9pt/10pt Arial Narrow, Helvetica, Sans-Serif; padding: 3pt 5.5pt; text-align: center"> <U>0.02</U>%<FONT STYLE="font-family: Arial Narrow, Helvetica, Sans-Serif"><SUP>(6)</SUP></FONT> </TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="font: 9pt/10pt Arial Narrow, Helvetica, Sans-Serif; padding: 3pt 5.5pt 3pt 2.9pt">Total annual Trust operating expenses and dividends on preferred shares</TD>
    <TD STYLE="font: 9pt/10pt Arial Narrow, Helvetica, Sans-Serif; padding: 3pt 5.5pt; text-align: center"> 2.60% </TD></TR>
  </TABLE>
<P STYLE="font: bold 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0">EXAMPLE</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> The following example illustrates the expenses that Common Shareholders
would pay on a $1,000 investment in Common Shares, assuming (i) total annual expenses of 2.60% of net assets attributable to Common Shares
in years 1 through 10; (ii) a 5% annual return; and (iii) all distributions are reinvested at NAV: </P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Arial, Helvetica, Sans-Serif; width: 100%; border-collapse: collapse">
  <TR STYLE="vertical-align: top">
    <TD STYLE="width: 25%; border-bottom: Black 1pt solid; font: 9pt/10pt Arial Narrow, Helvetica, Sans-Serif; padding: 3pt 5.5pt; text-align: center">1 Year</TD>
    <TD STYLE="width: 25%; border-bottom: Black 1pt solid; font: 9pt/10pt Arial Narrow, Helvetica, Sans-Serif; padding: 3pt 5.5pt; text-align: center">3 Years</TD>
    <TD STYLE="width: 25%; border-bottom: Black 1pt solid; font: 9pt/10pt Arial Narrow, Helvetica, Sans-Serif; padding: 3pt 5.5pt; text-align: center">5 Years</TD>
    <TD STYLE="width: 25%; border-bottom: Black 1pt solid; font: 9pt/10pt Arial Narrow, Helvetica, Sans-Serif; padding: 3pt 5.5pt; text-align: center">10 Years</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="font: 9pt/10pt Arial Narrow, Helvetica, Sans-Serif; padding: 3pt 5.5pt; text-align: center"> $26 </TD>
    <TD STYLE="font: 9pt/10pt Arial Narrow, Helvetica, Sans-Serif; padding: 3pt 5.5pt; text-align: center"> $81 </TD>
    <TD STYLE="font: 9pt/10pt Arial Narrow, Helvetica, Sans-Serif; padding: 3pt 5.5pt; text-align: center"> $138 </TD>
    <TD STYLE="font: 9pt/10pt Arial Narrow, Helvetica, Sans-Serif; padding: 3pt 5.5pt; text-align: center"> $293 </TD></TR>
  </TABLE>
<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">The above table and example and the assumption in the example of a 5%
annual return are required by regulations of the SEC that are applicable to all investment companies; the assumed 5% annual return is
not a prediction of, and does not represent, the projected or actual performance of the Trust&rsquo;s Common Shares. For more complete
descriptions of certain of the Trust&rsquo;s costs and expenses, see &ldquo;Management of the Trust.&rdquo; In addition, while the example
assumes reinvestment of all dividends and distributions at NAV, participants in the Trust&rsquo;s dividend reinvestment plan may receive
Common Shares purchased or issued at a price or value different from NAV. See &ldquo;Distributions&rdquo; and &ldquo;Dividend Reinvestment
Plan.&rdquo; The example does not include sales load or estimated offering costs, which would cause the expenses shown in the example
to increase.</P>

<P STYLE="font: bold 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0">The example should not be considered a representation of past or
future expenses, and the Trust&rsquo;s actual expenses may be greater or less than those shown. Moreover, the Trust&rsquo;s actual rate
of return may be greater or less than the hypothetical 5% return shown in the example.</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 9pt/10pt Arial Narrow, Helvetica, Sans-Serif; margin-top: 3pt; margin-bottom: 3pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Arial Narrow, Helvetica, Sans-Serif"><SUP>(1)</SUP></FONT></TD><TD>If Common Shares are sold to or through underwriters, the Prospectus Supplement will set forth any applicable sales load.</TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 9pt/10pt Arial Narrow, Helvetica, Sans-Serif; margin-top: 3pt; margin-bottom: 3pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Arial Narrow, Helvetica, Sans-Serif"><SUP>(2)</SUP></FONT></TD><TD>The Adviser will pay the expenses of the Offering (other than the applicable commissions); therefore, Offering expenses are not included
in the Summary of Trust Expenses. Offering expenses generally include, but are not limited to, the preparation, review and filing with
the SEC of the Trust&rsquo;s registration statement (including this Prospectus and the SAI), the preparation, review and filing of any
associated marketing or similar materials, costs associated with the printing, mailing or other distribution of this Prospectus, the SAI
and/or marketing materials, associated filing fees, NYSE listing fees, and legal and auditing fees associated with the Offering.</TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 9pt/10pt Arial Narrow, Helvetica, Sans-Serif; margin-top: 3pt; margin-bottom: 3pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Arial Narrow, Helvetica, Sans-Serif"><SUP>(3)</SUP></FONT></TD><TD>You will be charged a $5.00 service charge and pay brokerage charges if you direct the plan agent to sell your Common Shares held
in a dividend reinvestment account.</TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 9pt/10pt Arial Narrow, Helvetica, Sans-Serif; margin-top: 3pt; margin-bottom: 3pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 0.25in"> <FONT STYLE="font-family: Arial Narrow, Helvetica, Sans-Serif"><SUP>(4)</SUP></FONT> </TD><TD> Stated as a percentage of average net assets attributable to Common Shares for the year ended June 30, 2021. </TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 9pt/10pt Arial Narrow, Helvetica, Sans-Serif; margin-top: 3pt; margin-bottom: 3pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 0.25in"> <FONT STYLE="font-family: Arial Narrow, Helvetica, Sans-Serif"><SUP>(5)</SUP></FONT> </TD><TD> The advisory fee paid by the Trust to the Adviser is based on the average weekly gross assets of the Trust, including all
                                                                                                                                                    assets attributable to any form of investment leverage that the Trust may utilize. Accordingly, if the Trust were to increase
                                                                                                                                                    investment leverage in the future, the advisory fee will increase as a percentage of net assets. Pursuant to the investment advisory
                                                                                                                                                    agreement, the investment adviser fee was computed at an annual rate of 0.73% (0.74% prior to May 1, 2021) of the Trust&rsquo;s
                                                                                                                                                    average weekly gross assets, and is payable monthly. The annual investment adviser fee rate shall be reduced to the following as of
                                                                                                                                                    the stated date: May 1, 2022: 0.72%, May 1, 2023: 0.71%, May 1, 2024: 0.70%, May 1, 2025: 0.69% and May 1, 2026: 0.55%. </TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 9pt/10pt Arial Narrow, Helvetica, Sans-Serif; margin-top: 3pt; margin-bottom: 3pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 0.25in"> <FONT STYLE="font-family: Arial Narrow, Helvetica, Sans-Serif"><SUP>(6)</SUP></FONT> </TD><TD> As of June 30, 2021, the outstanding borrowings and APS represented approximately 34.97% leverage. </TD></TR></TABLE>


<!-- Field: Page; Sequence: 20 -->
    <DIV STYLE="margin-bottom: 6pt"><TABLE CELLPADDING="0" CELLSPACING="0" STYLE="font: 8pt Arial, Helvetica, Sans-Serif; border-collapse: collapse; width: 100%"><TR STYLE="vertical-align: top; text-align: left"><TD STYLE="width: 45%">Eaton Vance Senior Income Trust</TD><TD STYLE="width: 10%; text-align: center"><!-- Field: Sequence; Type: Arabic; Name: PageNo -->18<!-- Field: /Sequence --></TD><TD STYLE="width: 45%; text-align: right">Prospectus dated [___], 2021</TD></TR></TABLE></DIV>
    <DIV STYLE="break-before: page; margin-top: 6pt"><TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%"><TR><TD STYLE="text-align: center; width: 100%">&nbsp;</TD></TR></TABLE></DIV>
    <!-- Field: /Page -->

<P STYLE="font: 12pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><B>Financial Highlights and Investment Performance</B></P>

<P STYLE="font: bold 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0">FINANCIAL HIGHLIGHTS</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">This table details the financial performance of the Common Shares, including
total return information showing how much an investment in the Trust has increased or decreased each period. This information has been
audited by Deloitte &amp; Touche LLP, an independent registered public accounting firm. The report of Deloitte &amp; Touche LLP and the
Trust&rsquo;s financial statements are incorporated by reference and included in the Trust&rsquo;s annual report, which is available upon
request.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">Selected data for a Common Share outstanding during the periods stated.</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 9pt Arial Narrow, Helvetica, Sans-Serif; width: 100%; border-collapse: collapse">
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt; font-weight: bold">&nbsp;</TD>
    <TD COLSPAN="5" STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt; font-weight: bold">Year Ended June 30,</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="width: 40%; border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt; font-weight: bold">&nbsp;</TD>
    <TD STYLE="width: 12%; border-top: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt; font-weight: bold"> 2021 </TD>
    <TD STYLE="width: 12%; border-top: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt; font-weight: bold">2020</TD>
    <TD STYLE="width: 12%; border-top: Black 1pt solid; border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt; font-weight: bold">2019</TD>
    <TD STYLE="width: 12%; border-top: Black 1pt solid; border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt; font-weight: bold">2018</TD>
    <TD STYLE="width: 12%; border-top: Black 1pt solid; border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt; font-weight: bold">2017</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt 3pt 2.9pt; line-height: 10pt; font-weight: bold">Net asset value &ndash; Beginning of year (Common shares)</TD>
    <TD STYLE="border-top: Black 1pt solid; border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt"> $6.200 </TD>
    <TD STYLE="border-top: Black 1pt solid; border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt">$7.050</TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt">$7.180</TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt">$7.150</TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt">$6.650</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt 3pt 2.9pt; font-family: Arial, Helvetica, Sans-Serif">Income (Loss) From Operations</TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding: 3pt 5.75pt 3pt 2.9pt; line-height: 10pt">Net investment income<FONT STYLE="font-family: Arial Narrow, Helvetica, Sans-Serif"><SUP>(1)</SUP></FONT></TD>
    <TD STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt"> $0.406 </TD>
    <TD STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt">$0.394</TD>
    <TD STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt">$0.410</TD>
    <TD STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt">$0.385</TD>
    <TD STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt">$0.404</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding: 3pt 5.75pt 3pt 2.9pt; line-height: 10pt">Net realized and unrealized gain (loss)</TD>
    <TD STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt"> 0.702 </TD>
    <TD STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt">(0.817)</TD>
    <TD STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt">(0.172)</TD>
    <TD STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt">0.038</TD>
    <TD STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt">0.436</TD></TR>
  <TR>
    <TD STYLE="vertical-align: top; padding-right: 5.75pt; padding-left: 5.75pt">
    <P STYLE="font: 9pt/10pt Arial Narrow, Helvetica, Sans-Serif; margin: 3pt 0 3pt 2.9pt">Distributions to preferred shareholders &ndash;</P>
    <P STYLE="font: 9pt/10pt Arial Narrow, Helvetica, Sans-Serif; margin: 3pt 0 3pt 13.7pt">From net investment income<FONT STYLE="font-family: Arial Narrow, Helvetica, Sans-Serif"><SUP>(1)</SUP></FONT></P></TD>
    <TD STYLE="vertical-align: bottom; padding: 3pt 5.75pt; text-align: center; line-height: 10pt"> (0.001) </TD>
    <TD STYLE="vertical-align: bottom; padding: 3pt 5.75pt; text-align: center; line-height: 10pt">(0.017)</TD>
    <TD STYLE="vertical-align: bottom; padding: 3pt 5.75pt; text-align: center; line-height: 10pt">(0.031)</TD>
    <TD STYLE="vertical-align: bottom; padding: 3pt 5.75pt; text-align: center; line-height: 10pt">(0.028)</TD>
    <TD STYLE="vertical-align: bottom; padding: 3pt 5.75pt; text-align: center; line-height: 10pt">(0.014)</TD></TR>
  <TR>
    <TD STYLE="vertical-align: top; border-bottom: Black 1pt solid; padding: 3pt 5.75pt 3pt 2.9pt; line-height: 10pt">Discount on redemption and repurchase of auction preferred shares<FONT STYLE="font-family: Arial Narrow, Helvetica, Sans-Serif"><SUP>(1)</SUP></FONT></TD>
    <TD STYLE="vertical-align: bottom; border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt"> &mdash; </TD>
    <TD STYLE="vertical-align: bottom; border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt">&mdash;</TD>
    <TD STYLE="vertical-align: bottom; border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt">0.051</TD>
    <TD STYLE="vertical-align: bottom; border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt">&mdash;</TD>
    <TD STYLE="vertical-align: bottom; border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt">0.064</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt 3pt 2.9pt; line-height: 10pt; font-weight: bold">Total income (loss) from operations</TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt"> $1.107 </TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt">$(0.440)</TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt">$0.258</TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt">$0.395</TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt">$0.890</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt 3pt 2.9pt; font-family: Arial, Helvetica, Sans-Serif">Less Distributions to Common Shareholders</TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding: 3pt 5.75pt 3pt 2.9pt; line-height: 10pt">From net investment income</TD>
    <TD STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt"> $(0.407) </TD>
    <TD STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt">$(0.410)</TD>
    <TD STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt">$(0.388)</TD>
    <TD STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt">$(0.365)</TD>
    <TD STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt">$(0.390)</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="border-top: Black 1pt solid; border-bottom: Black 1pt solid; padding: 3pt 5.75pt 3pt 2.9pt; line-height: 10pt; font-weight: bold">Total distributions to common shareholders</TD>
    <TD STYLE="border-top: Black 1pt solid; border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt"> $(0.407) </TD>
    <TD STYLE="border-top: Black 1pt solid; border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt">$(0.410)</TD>
    <TD STYLE="border-top: Black 1pt solid; border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt">$(0.388)</TD>
    <TD STYLE="border-top: Black 1pt solid; border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt">$(0.365)</TD>
    <TD STYLE="border-top: Black 1pt solid; border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt">$(0.390)</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt 3pt 2.9pt; line-height: 10pt; font-weight: bold">Net asset value &ndash; End of year (Common shares)</TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt"> $6.900 </TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt">$6.200</TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt">$7.050</TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt">$7.180</TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt">$7.150</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt 3pt 2.9pt; line-height: 10pt; font-weight: bold">Market value &ndash; End of year (Common shares)</TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt"> $6.800 </TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt">$5.330</TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt">$6.230</TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt">$6.380</TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt">$6.650</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt 3pt 2.9pt; line-height: 10pt; font-weight: bold">Total Investment Return on Net Asset Value<FONT STYLE="font-family: Arial Narrow, Helvetica, Sans-Serif"><SUP>(2)</SUP></FONT></TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt"> 18.65% </TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt">(5.64)%</TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt">4.46%<FONT STYLE="font-family: Arial Narrow, Helvetica, Sans-Serif"><SUP>(3)</SUP></FONT></TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt">6.12%</TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt">14.02%<FONT STYLE="font-family: Arial Narrow, Helvetica, Sans-Serif"><SUP>(4)</SUP></FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt 3pt 2.9pt; line-height: 10pt; font-weight: bold">Total Investment Return on Market Value<FONT STYLE="font-family: Arial Narrow, Helvetica, Sans-Serif"><SUP>(2)</SUP></FONT></TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt"> 36.01% </TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt">(8.20)%</TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt">3.88%</TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt">1.39%</TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt">17.34%</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt 3pt 2.9pt; font-family: Arial, Helvetica, Sans-Serif">Ratios/Supplemental Data</TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding: 3pt 5.75pt 3pt 2.9pt; line-height: 10pt">Net assets applicable to common shares, end of year (000&rsquo;s omitted)</TD>
    <TD STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt"> $261,425 </TD>
    <TD STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt">$234,657</TD>
    <TD STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt">$266,926</TD>
    <TD STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt">$272,016</TD>
    <TD STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt">$270,810</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding: 3pt 5.75pt 3pt 2.9pt; line-height: 10pt">Ratios (as a percentage of average daily net assets applicable to common shares)<FONT STYLE="font-family: Arial Narrow, Helvetica, Sans-Serif"><SUP>(5)&dagger;</SUP></FONT></TD>
    <TD STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding: 3pt 5.75pt 3pt 8.1pt; line-height: 10pt">Expenses excluding interest and fees</TD>
    <TD STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt"> 1.96% </TD>
    <TD STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt">1.73%</TD>
    <TD STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt">1.73%</TD>
    <TD STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt">1.82%</TD>
    <TD STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt">1.87%</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding: 3pt 5.75pt 3pt 8.1pt; line-height: 10pt">Interest and fee expense<FONT STYLE="font-family: Arial Narrow, Helvetica, Sans-Serif"><SUP>(7)</SUP></FONT></TD>
    <TD STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt"> 0.57% </TD>
    <TD STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt">1.19%</TD>
    <TD STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt">1.40%</TD>
    <TD STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt">0.83%</TD>
    <TD STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt">0.52%</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding: 3pt 5.75pt 3pt 8.1pt; line-height: 10pt">Total expenses</TD>
    <TD STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt"> 2.53% </TD>
    <TD STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt">2.92%</TD>
    <TD STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt">3.13%</TD>
    <TD STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt">2.65%</TD>
    <TD STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt">2.39%</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding: 3pt 5.75pt 3pt 8.1pt; line-height: 10pt">Net investment income</TD>
    <TD STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt"> 6.08% </TD>
    <TD STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt">5.93%</TD>
    <TD STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt">5.74%</TD>
    <TD STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt">5.36%</TD>
    <TD STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt">5.75%</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt 3pt 2.9pt; line-height: 10pt">Portfolio Turnover</TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt"> 40% </TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt">57%</TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt">26%</TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt">34%</TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt">42%</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt 3pt 2.9pt; font-family: Arial, Helvetica, Sans-Serif">Senior Securities:</TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding: 3pt 5.75pt 3pt 13.7pt; line-height: 10pt">Total notes payable outstanding (in 000&rsquo;s)</TD>
    <TD STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt"> $103,000 </TD>
    <TD STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt">$95,000</TD>
    <TD STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt">$103,000</TD>
    <TD STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt">$93,000</TD>
    <TD STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt">$92,000</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding: 3pt 5.75pt 3pt 13.7pt; line-height: 10pt">Asset coverage per $1,000 of notes payable<FONT STYLE="font-family: Arial Narrow, Helvetica, Sans-Serif"><SUP>(8)</SUP></FONT></TD>
    <TD STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt"> $3,903 </TD>
    <TD STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt">$3,866</TD>
    <TD STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt">$3,957</TD>
    <TD STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt">$4,587</TD>
    <TD STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt">$4,613</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding: 3pt 5.75pt 3pt 13.7pt; line-height: 10pt">Total preferred shares outstanding</TD>
    <TD STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt"> 1,504 </TD>
    <TD STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt">1,504</TD>
    <TD STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt">1,504</TD>
    <TD STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt">2,464</TD>
    <TD STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt">2,464</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding: 3pt 5.75pt 3pt 13.7pt; line-height: 10pt">Asset coverage per preferred share<FONT STYLE="font-family: Arial Narrow, Helvetica, Sans-Serif"><SUP>(9)</SUP></FONT></TD>
    <TD STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt"> $71,484 </TD>
    <TD STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt">$69,242</TD>
    <TD STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt">$72,464</TD>
    <TD STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt">$68,989</TD>
    <TD STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt">$69,078</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding: 3pt 5.75pt 3pt 13.7pt; line-height: 10pt">Involuntary liquidation preference per preferred share<FONT STYLE="font-family: Arial Narrow, Helvetica, Sans-Serif"><SUP>(10)</SUP></FONT></TD>
    <TD STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt"> $25,000 </TD>
    <TD STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt">$25,000</TD>
    <TD STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt">$25,000</TD>
    <TD STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt">$25,000</TD>
    <TD STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt">$25,000</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt 3pt 13.7pt; line-height: 10pt">Approximate market value per preferred share<FONT STYLE="font-family: Arial Narrow, Helvetica, Sans-Serif"><SUP>(10)</SUP></FONT></TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt"> $25,000 </TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt">$25,000</TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt">$25,000</TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt">$25,000</TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt">$25,000</TD></TR>
  </TABLE>
<P STYLE="font: 8pt/10pt Arial Narrow, Helvetica, Sans-Serif; margin: 3pt 0 3pt 5.75pt; text-align: right; text-indent: -5.75pt">(See
related footnotes.)</P>


<!-- Field: Page; Sequence: 21 -->
    <DIV STYLE="margin-bottom: 6pt"><TABLE CELLPADDING="0" CELLSPACING="0" STYLE="font: 8pt Arial, Helvetica, Sans-Serif; border-collapse: collapse; width: 100%"><TR STYLE="vertical-align: top; text-align: left"><TD STYLE="width: 45%">Eaton Vance Senior Income Trust</TD><TD STYLE="width: 10%; text-align: center"><!-- Field: Sequence; Type: Arabic; Name: PageNo -->19<!-- Field: /Sequence --></TD><TD STYLE="width: 45%; text-align: right">Prospectus dated [___], 2021</TD></TR></TABLE></DIV>
    <DIV STYLE="break-before: page; margin-top: 6pt"><TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%"><TR><TD STYLE="text-align: center; width: 100%">&nbsp;</TD></TR></TABLE></DIV>
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<P STYLE="font: bold 12pt Arial, Helvetica, Sans-Serif; margin: 3pt 0">Financial Highlights <FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">(continued)</FONT></P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 9pt Arial Narrow, Helvetica, Sans-Serif; width: 100%; border-collapse: collapse">
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt; font-weight: bold">&nbsp;</TD>
    <TD COLSPAN="5" STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt; font-weight: bold">Year Ended June 30,</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="width: 40%; border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt; font-weight: bold">&nbsp;</TD>
    <TD STYLE="width: 12%; border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt; font-weight: bold">2016</TD>
    <TD STYLE="border-bottom: Black 1pt solid; width: 12%; padding: 3pt 5.75pt; text-align: center; line-height: 10pt; font-weight: bold">2015</TD>
    <TD STYLE="border-bottom: Black 1pt solid; width: 12%; padding: 3pt 5.75pt; text-align: center; line-height: 10pt; font-weight: bold">2014</TD>
    <TD STYLE="border-bottom: Black 1pt solid; width: 12%; padding: 3pt 5.75pt; text-align: center; line-height: 10pt; font-weight: bold">2013</TD>
    <TD STYLE="border-bottom: Black 1pt solid; width: 12%; padding: 3pt 5.75pt; text-align: center; line-height: 10pt; font-weight: bold">2012</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt 3pt 2.9pt; line-height: 10pt; font-weight: bold">Net asset value &ndash; Beginning of year (Common shares)</TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt">$7.020</TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt">$7.340</TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt">$7.350</TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt">$7.160</TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt">$7.240</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt 3pt 2.9pt; font-family: Arial, Helvetica, Sans-Serif">Income (Loss) From Operations</TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding: 3pt 5.75pt 3pt 2.9pt; line-height: 10pt">Net investment income<FONT STYLE="font-family: Arial Narrow, Helvetica, Sans-Serif"><SUP>(1)</SUP></FONT></TD>
    <TD STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt">$0.422</TD>
    <TD STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt">$0.401</TD>
    <TD STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt">$0.406</TD>
    <TD STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt">$0.468</TD>
    <TD STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt">$0.435</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding: 3pt 5.75pt 3pt 2.9pt; line-height: 10pt">Net realized and unrealized gain (loss)</TD>
    <TD STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt">(0.371)</TD>
    <TD STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt">(0.316)</TD>
    <TD STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt">0.029</TD>
    <TD STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt">0.194</TD>
    <TD STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt">(0.071)</TD></TR>
  <TR>
    <TD STYLE="vertical-align: top; padding-right: 5.75pt; padding-left: 5.75pt">
    <P STYLE="font: 9pt/10pt Arial Narrow, Helvetica, Sans-Serif; margin: 3pt 0 3pt 2.9pt">Distributions to preferred shareholders &ndash;</P>
    <P STYLE="font: 9pt/10pt Arial Narrow, Helvetica, Sans-Serif; margin: 3pt 0 3pt 13.7pt">From net investment income<FONT STYLE="font-family: Arial Narrow, Helvetica, Sans-Serif"><SUP>(1)</SUP></FONT></P></TD>
    <TD STYLE="vertical-align: bottom; padding: 3pt 5.75pt; text-align: center; line-height: 10pt">(0.009)</TD>
    <TD STYLE="vertical-align: bottom; padding: 3pt 5.75pt; text-align: center; line-height: 10pt">(0.003)</TD>
    <TD STYLE="vertical-align: bottom; padding: 3pt 5.75pt; text-align: center; line-height: 10pt">(0.002)</TD>
    <TD STYLE="vertical-align: bottom; padding: 3pt 5.75pt; text-align: center; line-height: 10pt">(0.003)</TD>
    <TD STYLE="vertical-align: bottom; padding: 3pt 5.75pt; text-align: center; line-height: 10pt">(0.003)</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="border-top: Black 1pt solid; border-bottom: Black 1pt solid; padding: 3pt 5.75pt 3pt 2.9pt; line-height: 10pt; font-weight: bold">Total income from operations</TD>
    <TD STYLE="border-top: Black 1pt solid; border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt">$0.042</TD>
    <TD STYLE="border-top: Black 1pt solid; border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt">$0.082</TD>
    <TD STYLE="border-top: Black 1pt solid; border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt">$0.433</TD>
    <TD STYLE="border-top: Black 1pt solid; border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt">$0.659</TD>
    <TD STYLE="border-top: Black 1pt solid; border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt">$0.361</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt 3pt 2.9pt; font-family: Arial, Helvetica, Sans-Serif">Less Distributions to Common Shareholders</TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding: 3pt 5.75pt 3pt 2.9pt; line-height: 10pt">From net investment income</TD>
    <TD STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt">$(0.412)</TD>
    <TD STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt">$(0.402)</TD>
    <TD STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt">$(0.443)</TD>
    <TD STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt">$(0.476)</TD>
    <TD STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt">$(0.441)</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="border-top: Black 1pt solid; border-bottom: Black 1pt solid; padding: 3pt 5.75pt 3pt 2.9pt; line-height: 10pt; font-weight: bold">Total distributions to common shareholders</TD>
    <TD STYLE="border-top: Black 1pt solid; border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt">$(0.412)</TD>
    <TD STYLE="border-top: Black 1pt solid; border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt">$(0.402)</TD>
    <TD STYLE="border-top: Black 1pt solid; border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt">$(0.443)</TD>
    <TD STYLE="border-top: Black 1pt solid; border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt">$(0.476)</TD>
    <TD STYLE="border-top: Black 1pt solid; border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt">$(0.441)</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt 3pt 2.9pt; line-height: 10pt; font-weight: bold">Premium from common shares sold through shelf offering<FONT STYLE="font-family: Arial Narrow, Helvetica, Sans-Serif"><SUP>(1)</SUP></FONT></TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt">$&mdash;</TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt">$&mdash;</TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt">$&mdash;</TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt">$0.007</TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt">$&mdash;</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt 3pt 2.9pt; line-height: 10pt; font-weight: bold">Net asset value &ndash; End of year (Common shares)</TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt">$6.650</TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt">$7.020</TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt">$7.340</TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt">$7.350</TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt">$7.160</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt 3pt 2.9pt; line-height: 10pt; font-weight: bold">Market value &ndash; End of year (Common shares)</TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt">$6.010</TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt">$6.210</TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt">$6.810</TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt">$7.520</TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt">$7.020</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt 3pt 2.9pt; line-height: 10pt; font-weight: bold">Total Investment Return on Net Asset Value<FONT STYLE="font-family: Arial Narrow, Helvetica, Sans-Serif"><SUP>(2)</SUP></FONT></TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt">1.57%</TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt">1.71%</TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt">6.34%</TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt">9.49%</TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt">5.58%</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt 3pt 2.9pt; line-height: 10pt; font-weight: bold">Total Investment Return on Market Value<FONT STYLE="font-family: Arial Narrow, Helvetica, Sans-Serif"><SUP>(2)</SUP></FONT></TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt">3.77%</TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt">(3.02)%</TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt">(3.57)%</TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt">14.26%</TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt">4.09%</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt 3pt 2.9pt; font-family: Arial, Helvetica, Sans-Serif">Ratios/Supplemental Data</TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding: 3pt 5.75pt 3pt 2.9pt; line-height: 10pt">Net assets applicable to common shares, end of year (000&rsquo;s omitted)</TD>
    <TD STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt">$251,789</TD>
    <TD STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt">$266,009</TD>
    <TD STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt">$278,045</TD>
    <TD STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt">$278,364</TD>
    <TD STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt">$263,168</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding: 3pt 5.75pt 3pt 2.9pt; line-height: 10pt">Ratios (as a percentage of average daily net assets applicable to common shares)<FONT STYLE="font-family: Arial Narrow, Helvetica, Sans-Serif"><SUP>(5)&dagger;</SUP></FONT></TD>
    <TD STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding: 3pt 5.75pt 3pt 8.1pt; line-height: 10pt">Expenses excluding interest and fees<FONT STYLE="font-family: Arial Narrow, Helvetica, Sans-Serif"><SUP>(6)</SUP></FONT></TD>
    <TD STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt">1.96%</TD>
    <TD STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt">1.99%</TD>
    <TD STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt">1.98%</TD>
    <TD STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt">1.98%</TD>
    <TD STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt">2.01%</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding: 3pt 5.75pt 3pt 8.1pt; line-height: 10pt">Interest and fee expense<FONT STYLE="font-family: Arial Narrow, Helvetica, Sans-Serif"><SUP>(7)</SUP></FONT></TD>
    <TD STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt">0.28%</TD>
    <TD STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt">0.28%</TD>
    <TD STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt">0.27%</TD>
    <TD STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt">0.23%</TD>
    <TD STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt">0.23%</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding: 3pt 5.75pt 3pt 8.1pt; line-height: 10pt">Total expenses<FONT STYLE="font-family: Arial Narrow, Helvetica, Sans-Serif"><SUP>(6)</SUP></FONT></TD>
    <TD STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt">2.24%</TD>
    <TD STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt">2.27%</TD>
    <TD STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt">2.25%</TD>
    <TD STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt">2.21%</TD>
    <TD STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt">2.24%</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding: 3pt 5.75pt 3pt 8.1pt; line-height: 10pt">Net investment income</TD>
    <TD STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt">6.38%</TD>
    <TD STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt">5.61%</TD>
    <TD STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt">5.51%</TD>
    <TD STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt">6.35%</TD>
    <TD STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt">6.17%</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt 3pt 2.9pt; line-height: 10pt">Portfolio Turnover</TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt">31%</TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt">33%</TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt">33%</TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt">52%</TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt">38%</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt 3pt 2.9pt; font-family: Arial, Helvetica, Sans-Serif">Senior Securities:</TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding: 3pt 5.75pt 3pt 13.7pt; line-height: 10pt">Total notes payable outstanding (in 000&rsquo;s)</TD>
    <TD STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt">$25,000</TD>
    <TD STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt">$60,000</TD>
    <TD STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt">$65,000</TD>
    <TD STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt">$65,000</TD>
    <TD STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt">$46,000</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding: 3pt 5.75pt 3pt 13.7pt; line-height: 10pt">Asset coverage per $1,000 of notes payable<FONT STYLE="font-family: Arial Narrow, Helvetica, Sans-Serif"><SUP>(8)</SUP></FONT></TD>
    <TD STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt">$15,472</TD>
    <TD STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt">$7,267</TD>
    <TD STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt">$6,970</TD>
    <TD STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt">$6,975</TD>
    <TD STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt">$9,112</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding: 3pt 5.75pt 3pt 13.7pt; line-height: 10pt">Total preferred shares outstanding</TD>
    <TD STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt">4,400</TD>
    <TD STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt">4,400</TD>
    <TD STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt">4,400</TD>
    <TD STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt">4,400</TD>
    <TD STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt">4,400</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding: 3pt 5.75pt 3pt 13.7pt; line-height: 10pt">Asset coverage per preferred share<FONT STYLE="font-family: Arial Narrow, Helvetica, Sans-Serif"><SUP>(9)</SUP></FONT></TD>
    <TD STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt">$71,629</TD>
    <TD STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt">$64,119</TD>
    <TD STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt">$64,721</TD>
    <TD STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt">$64,766</TD>
    <TD STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt">$67,174</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding: 3pt 5.75pt 3pt 13.7pt; line-height: 10pt">Involuntary liquidation preference per preferred share<FONT STYLE="font-family: Arial Narrow, Helvetica, Sans-Serif"><SUP>(10)</SUP></FONT></TD>
    <TD STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt">$25,000</TD>
    <TD STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt">$25,000</TD>
    <TD STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt">$25,000</TD>
    <TD STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt">$25,000</TD>
    <TD STYLE="padding: 3pt 5.75pt; text-align: center; line-height: 10pt">$25,000</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt 3pt 13.7pt; line-height: 10pt">Approximate market value per preferred share<FONT STYLE="font-family: Arial Narrow, Helvetica, Sans-Serif"><SUP>(10)</SUP></FONT></TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt">$25,000</TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt">$25,000</TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt">$25,000</TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt">$25,000</TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.75pt; text-align: center; line-height: 10pt">$25,000</TD></TR>
  </TABLE>
<P STYLE="font: 8pt/10pt Arial Narrow, Helvetica, Sans-Serif; margin: 3pt 0 3pt 5.75pt; text-align: right; text-indent: -5.75pt">(See
related footnotes.)</P>


<!-- Field: Page; Sequence: 22 -->
    <DIV STYLE="margin-bottom: 6pt"><TABLE CELLPADDING="0" CELLSPACING="0" STYLE="font: 8pt Arial, Helvetica, Sans-Serif; border-collapse: collapse; width: 100%"><TR STYLE="vertical-align: top; text-align: left"><TD STYLE="width: 45%">Eaton Vance Senior Income Trust</TD><TD STYLE="width: 10%; text-align: center"><!-- Field: Sequence; Type: Arabic; Name: PageNo -->20<!-- Field: /Sequence --></TD><TD STYLE="width: 45%; text-align: right">Prospectus dated [___], 2021</TD></TR></TABLE></DIV>
    <DIV STYLE="break-before: page; margin-top: 6pt"><TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%"><TR><TD STYLE="text-align: center; width: 100%">&nbsp;</TD></TR></TABLE></DIV>
    <!-- Field: /Page -->

<P STYLE="font: 9pt/10pt Arial Narrow, Helvetica, Sans-Serif; margin: 3pt 0; text-indent: -13.5pt"><SUP>&nbsp;</SUP></P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 9pt/10pt Arial Narrow, Helvetica, Sans-Serif; margin-top: 3pt; margin-bottom: 3pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 4.5pt"></TD><TD STYLE="width: 13.5pt"><SUP>(1)</SUP></TD><TD>Computed using average common shares outstanding.</TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 9pt/10pt Arial Narrow, Helvetica, Sans-Serif; margin-top: 3pt; margin-bottom: 3pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 4.5pt"></TD><TD STYLE="width: 13.5pt"><FONT STYLE="font-family: Arial Narrow, Helvetica, Sans-Serif"><SUP>(2)</SUP></FONT></TD><TD>Returns are historical and are calculated by determining the percentage change in net asset value or market value with all distributions
reinvested. Distributions are assumed to be reinvested at prices obtained under the Trust&rsquo;s dividend reinvestment plan.</TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 9pt/10pt Arial Narrow, Helvetica, Sans-Serif; margin-top: 3pt; margin-bottom: 3pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 4.5pt"></TD><TD STYLE="width: 13.5pt"><FONT STYLE="font-family: Arial Narrow, Helvetica, Sans-Serif"><SUP>(3)</SUP></FONT></TD><TD>The total return based on net asset value reflects the impact of the tender and repurchase by the Trust of a portion of its Auction
Preferred Shares at 92% of the per share liquidation preference. Absent this transaction, the total return based on net asset value would
have been 3.71%.</TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 9pt/10pt Arial Narrow, Helvetica, Sans-Serif; margin-top: 3pt; margin-bottom: 3pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 4.5pt"></TD><TD STYLE="width: 13.5pt"><FONT STYLE="font-family: Arial Narrow, Helvetica, Sans-Serif"><SUP>(4)</SUP></FONT></TD><TD>The total return based on net asset value reflects the impact of the tender and repurchase by the Trust of a portion of its Auction
Preferred Shares at 95% of the per share liquidation preference. Absent this transaction, the total return based on net asset value would
have been 13.00%.</TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 9pt/10pt Arial Narrow, Helvetica, Sans-Serif; margin-top: 3pt; margin-bottom: 3pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 4.5pt"></TD><TD STYLE="width: 13.5pt"><FONT STYLE="font-family: Arial Narrow, Helvetica, Sans-Serif"><SUP>(5)</SUP></FONT></TD><TD>Ratios do not reflect the effect of dividend payments to preferred shareholders.</TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 9pt/10pt Arial Narrow, Helvetica, Sans-Serif; margin-top: 3pt; margin-bottom: 3pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 4.5pt"></TD><TD STYLE="width: 13.5pt"><FONT STYLE="font-family: Arial Narrow, Helvetica, Sans-Serif"><SUP>(6)</SUP></FONT></TD><TD>Excludes the effect of custody fee credits, if any, of less than 0.005%. Effective September 1, 2015, custody fee credits, which were
earned on cash deposit balances, were discontinued by the custodian.</TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 9pt/10pt Arial Narrow, Helvetica, Sans-Serif; margin-top: 3pt; margin-bottom: 3pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 4.5pt"></TD><TD STYLE="width: 13.5pt"><FONT STYLE="font-family: Arial Narrow, Helvetica, Sans-Serif"><SUP>(7)</SUP></FONT></TD><TD>Interest and fee expense relates to the notes payable to partially redeem the Trust&rsquo;s Auction Preferred Shares and/or to fund
investments.</TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 9pt/10pt Arial Narrow, Helvetica, Sans-Serif; margin-top: 3pt; margin-bottom: 3pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 4.5pt"></TD><TD STYLE="width: 13.5pt"><FONT STYLE="font-family: Arial Narrow, Helvetica, Sans-Serif"><SUP>(8)</SUP></FONT></TD><TD>Calculated by subtracting the Trust&rsquo;s total liabilities (not including the notes payable and preferred shares) from the Trust&rsquo;s
total assets, and dividing the result by the notes payable balance in thousands.</TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 9pt/10pt Arial Narrow, Helvetica, Sans-Serif; margin-top: 3pt; margin-bottom: 3pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 4.5pt"></TD><TD STYLE="width: 13.5pt"> <FONT STYLE="font-family: Arial Narrow, Helvetica, Sans-Serif"><SUP>(9)</SUP></FONT> </TD><TD> Calculated by subtracting the Trust&rsquo;s total liabilities (not including the notes payable and preferred shares) from the Trust&rsquo;s
total assets, dividing the result by the sum of the value of the notes payable and liquidation value of the preferred shares, and multiplying
the result by the liquidation value of one preferred share. Such amount equates to 286%, 277%, 290%, 276%, 276%, 287%, 256%, 259%, 259%
and 269% at June 30, 2021, 2020, 2019, 2018, 2017, 2016, 2015, 2014, 2013 and 2012, respectively. </TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 9pt/10pt Arial Narrow, Helvetica, Sans-Serif; margin-top: 3pt; margin-bottom: 3pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 4.5pt"></TD><TD STYLE="width: 13.5pt"><FONT STYLE="font-family: Arial Narrow, Helvetica, Sans-Serif"><SUP>(10)</SUP></FONT></TD><TD>Plus accumulated and unpaid dividends.</TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 9pt/10pt Arial Narrow, Helvetica, Sans-Serif; margin-top: 3pt; margin-bottom: 3pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 4.5pt"></TD><TD STYLE="width: 13.5pt"><FONT STYLE="font-family: Arial Narrow, Helvetica, Sans-Serif"><SUP>&dagger;</SUP></FONT></TD><TD>Ratios based on net assets applicable to common shares plus preferred shares and borrowings are presented below. Ratios do not reflect
the effect of dividend payments to preferred shareholders and exclude the effect of custody fee credits, if any.</TD></TR></TABLE>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 9pt Arial Narrow, Helvetica, Sans-Serif; width: 100%; border-collapse: collapse">
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt; font-weight: bold">&nbsp;</TD>
    <TD COLSPAN="10" STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.4pt; text-align: center; line-height: 10pt; font-weight: bold">Year Ended June 30,</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="width: 30%; border-bottom: Black 1pt solid; padding: 3pt 5.4pt; text-align: center; line-height: 10pt; font-weight: bold">&nbsp;</TD>
    <TD STYLE="width: 7%; border-bottom: Black 1pt solid; padding: 3pt 5.4pt; text-align: center; line-height: 10pt; font-weight: bold"> 2021 </TD>
    <TD STYLE="border-bottom: Black 1pt solid; width: 7%; padding: 3pt 5.4pt; text-align: center; line-height: 10pt; font-weight: bold">2020</TD>
    <TD STYLE="border-bottom: Black 1pt solid; width: 7%; padding: 3pt 5.4pt; text-align: center; line-height: 10pt; font-weight: bold">2019</TD>
    <TD STYLE="border-bottom: Black 1pt solid; width: 7%; padding: 3pt 5.4pt; text-align: center; line-height: 10pt; font-weight: bold">2018</TD>
    <TD STYLE="border-bottom: Black 1pt solid; width: 7%; padding: 3pt 5.4pt; text-align: center; line-height: 10pt; font-weight: bold">2017</TD>
    <TD STYLE="border-bottom: Black 1pt solid; width: 7%; padding: 3pt 5.4pt; text-align: center; line-height: 10pt; font-weight: bold">2016</TD>
    <TD STYLE="border-bottom: Black 1pt solid; width: 7%; padding: 3pt 5.4pt; text-align: center; line-height: 10pt; font-weight: bold">2015</TD>
    <TD STYLE="border-bottom: Black 1pt solid; width: 7%; padding: 3pt 5.4pt; text-align: center; line-height: 10pt; font-weight: bold">2014</TD>
    <TD STYLE="border-bottom: Black 1pt solid; width: 7%; padding: 3pt 5.4pt; text-align: center; line-height: 10pt; font-weight: bold">2013</TD>
    <TD STYLE="border-bottom: Black 1pt solid; width: 7%; padding: 3pt 5.4pt; text-align: center; line-height: 10pt; font-weight: bold">2012</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding: 3pt 5.4pt 3pt 2.9pt; line-height: 10pt">Expenses excluding interest and fees</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt"> 1.25% </TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">1.11%</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">1.12%</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">1.17%</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">1.21%</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">1.21%</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">1.21%</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">1.22%</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">1.25%</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">1.27%</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding: 3pt 5.4pt 3pt 2.9pt; line-height: 10pt">Interest and fee expense</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt"> 0.36% </TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">0.76%</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">0.91%</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">0.54%</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">0.34%</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">0.17%</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">0.17%</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">0.17%</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">0.15%</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">0.15%</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding: 3pt 5.4pt 3pt 2.9pt; line-height: 10pt">Total expenses</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt"> 1.61% </TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">1.87%</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">2.03%</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">1.71%</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">1.55%</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">1.38%</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">1.38%</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">1.39%</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">1.40%</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">1.42%</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.4pt 3pt 2.9pt; line-height: 10pt">Net investment income</TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.4pt; text-align: center; line-height: 10pt"> 3.87% </TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.4pt; text-align: center; line-height: 10pt">3.81%</TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.4pt; text-align: center; line-height: 10pt">3.73%</TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.4pt; text-align: center; line-height: 10pt">3.46%</TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.4pt; text-align: center; line-height: 10pt">3.72%</TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.4pt; text-align: center; line-height: 10pt">3.93%</TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.4pt; text-align: center; line-height: 10pt">3.42%</TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.4pt; text-align: center; line-height: 10pt">3.39%</TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.4pt; text-align: center; line-height: 10pt">4.03%</TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.4pt; text-align: center; line-height: 10pt">3.93%</TD></TR>
  </TABLE>
<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0">&nbsp;</P>

<P STYLE="font: bold 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0">TRADING AND NAV INFORMATION</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">The Trust&rsquo;s Common Shares have traded both at a premium and a
discount to NAV. The Trust cannot predict whether its shares will trade in the future at a premium or discount to NAV. The provisions
of the 1940 Act generally require that the public offering price of Common Shares (less any underwriting commissions and discounts) must
equal or exceed the NAV per share of a company&rsquo;s common stock (calculated within 48 hours of pricing). The issuance of Common Shares
may have an adverse effect on prices in the secondary market for the Trust&rsquo;s Common Shares by increasing the number of Common Shares
available, which may put downward pressure on the market price for the Trust&rsquo;s Common Shares. Shares of common stock of closed-end
investment companies frequently trade at a discount from NAV. See &ldquo;Additional Risk Considerations - Discount from or Premium to
NAV&rdquo;.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">In addition, the Trust&rsquo;s Board of Trustees has authorized the
Trust to repurchase up to 10% of its outstanding Common Shares as of the day of the prior calendar year-end at market prices when shares
are trading at a discount to net asset value. The share repurchase program does not obligate the Trust to purchase a specific amount of
shares. The results of the share repurchase program are disclosed in the Trust&rsquo;s annual and semi-annual reports to shareholders.&nbsp;
See &ldquo;Description of Capital Structure - Repurchase of Common Shares and Other Discount Measures.&rdquo;</P>


<!-- Field: Page; Sequence: 23 -->
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    <DIV STYLE="break-before: page; margin-top: 6pt"><TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%"><TR><TD STYLE="text-align: center; width: 100%">&nbsp;</TD></TR></TABLE></DIV>
    <!-- Field: /Page -->

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">The following table sets forth for each of the periods indicated the
high and low closing market prices for Common Shares on the NYSE, and the corresponding NAV per share and the premium or discount to NAV
per share at which the Trust&rsquo;s Common Shares were trading as of such date.</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 9pt Arial Narrow, Helvetica, Sans-Serif; width: 100%; border-collapse: collapse">
  <TR STYLE="vertical-align: bottom">
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.4pt; text-align: center; line-height: 10pt; font-weight: bold">&nbsp;</TD>
    <TD COLSPAN="2" STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.4pt; text-align: center; line-height: 10pt">Market Price</TD>
    <TD COLSPAN="2" STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.4pt; text-align: center; line-height: 10pt">NAV per Share on Date of Market Price</TD>
    <TD COLSPAN="2" STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.4pt; text-align: center; line-height: 10pt">NAV Premium/(Discount) on Date of Market Price</TD></TR>
  <TR>
    <TD STYLE="white-space: nowrap; width: 28%; border-bottom: Black 1pt solid; padding: 3pt 5.4pt; text-align: center; line-height: 10pt">Fiscal Quarter Ended</TD>
    <TD STYLE="white-space: nowrap; width: 11%; border-bottom: Black 1pt solid; padding: 3pt 5.4pt; text-align: center; line-height: 10pt">High</TD>
    <TD STYLE="white-space: nowrap; width: 11%; border-bottom: Black 1pt solid; padding: 3pt 5.4pt; text-align: center; line-height: 10pt">Low</TD>
    <TD STYLE="white-space: nowrap; width: 12%; border-bottom: Black 1pt solid; padding: 3pt 5.4pt; text-align: center; line-height: 10pt">High</TD>
    <TD STYLE="white-space: nowrap; width: 12%; border-bottom: Black 1pt solid; padding: 3pt 5.4pt; text-align: center; line-height: 10pt">Low</TD>
    <TD STYLE="white-space: nowrap; width: 13%; border-bottom: Black 1pt solid; padding: 3pt 5.4pt; text-align: center; line-height: 10pt">High</TD>
    <TD STYLE="white-space: nowrap; width: 13%; border-bottom: Black 1pt solid; padding: 3pt 5.4pt; text-align: center; line-height: 10pt">Low</TD></TR>
  <TR>
    <TD STYLE="white-space: nowrap; padding: 3pt 5.4pt; text-align: center; line-height: 10pt"> 9/30/2021 </TD>
    <TD STYLE="white-space: nowrap; padding: 3pt 5.4pt; text-align: center; line-height: 10pt"> $[__] </TD>
    <TD STYLE="white-space: nowrap; padding: 3pt 5.4pt; text-align: center; line-height: 10pt"> $[__] </TD>
    <TD STYLE="white-space: nowrap; padding: 3pt 5.4pt; text-align: center; line-height: 10pt"> $[__] </TD>
    <TD STYLE="white-space: nowrap; padding: 3pt 5.4pt; text-align: center; line-height: 10pt"> $[__} </TD>
    <TD STYLE="white-space: nowrap; padding: 3pt 5.4pt; text-align: center; line-height: 10pt"> [__]% </TD>
    <TD STYLE="white-space: nowrap; padding: 3pt 5.4pt; text-align: center; line-height: 10pt"> [__]% </TD></TR>
  <TR>
    <TD STYLE="white-space: nowrap; padding: 3pt 5.4pt; text-align: center; line-height: 10pt"> 6/30/2021 </TD>
    <TD STYLE="white-space: nowrap; padding: 3pt 5.4pt; text-align: center; line-height: 10pt"> $6.80 </TD>
    <TD STYLE="white-space: nowrap; padding: 3pt 5.4pt; text-align: center; line-height: 10pt"> $6.61 </TD>
    <TD STYLE="white-space: nowrap; padding: 3pt 5.4pt; text-align: center; line-height: 10pt"> $6.90 </TD>
    <TD STYLE="white-space: nowrap; padding: 3pt 5.4pt; text-align: center; line-height: 10pt"> $6.87 </TD>
    <TD STYLE="white-space: nowrap; padding: 3pt 5.4pt; text-align: center; line-height: 10pt"> (1.45)% </TD>
    <TD STYLE="white-space: nowrap; padding: 3pt 5.4pt; text-align: center; line-height: 10pt"> (3.78)% </TD></TR>
  <TR>
    <TD STYLE="white-space: nowrap; padding: 3pt 5.4pt; text-align: center; line-height: 10pt"> 3/31/2021 </TD>
    <TD STYLE="white-space: nowrap; padding: 3pt 5.4pt; text-align: center; line-height: 10pt"> $6.70 </TD>
    <TD STYLE="white-space: nowrap; padding: 3pt 5.4pt; text-align: center; line-height: 10pt"> $6.33 </TD>
    <TD STYLE="white-space: nowrap; padding: 3pt 5.4pt; text-align: center; line-height: 10pt"> $6.91 </TD>
    <TD STYLE="white-space: nowrap; padding: 3pt 5.4pt; text-align: center; line-height: 10pt"> $6.76 </TD>
    <TD STYLE="white-space: nowrap; padding: 3pt 5.4pt; text-align: center; line-height: 10pt"> (3.04)% </TD>
    <TD STYLE="white-space: nowrap; padding: 3pt 5.4pt; text-align: center; line-height: 10pt"> (6.36)% </TD></TR>
  <TR>
    <TD STYLE="white-space: nowrap; padding: 3pt 5.4pt; text-align: center; line-height: 10pt"> 12/31/2020 </TD>
    <TD STYLE="white-space: nowrap; padding: 3pt 5.4pt; text-align: center; line-height: 10pt"> $6.43 </TD>
    <TD STYLE="white-space: nowrap; padding: 3pt 5.4pt; text-align: center; line-height: 10pt"> $5.80 </TD>
    <TD STYLE="white-space: nowrap; padding: 3pt 5.4pt; text-align: center; line-height: 10pt"> $6.77 </TD>
    <TD STYLE="white-space: nowrap; padding: 3pt 5.4pt; text-align: center; line-height: 10pt"> $6.44 </TD>
    <TD STYLE="white-space: nowrap; padding: 3pt 5.4pt; text-align: center; line-height: 10pt"> (5.02)% </TD>
    <TD STYLE="white-space: nowrap; padding: 3pt 5.4pt; text-align: center; line-height: 10pt"> (9.94)% </TD></TR>
  <TR>
    <TD STYLE="white-space: nowrap; padding: 3pt 5.4pt; text-align: center; line-height: 10pt">9/30/2020</TD>
    <TD STYLE="white-space: nowrap; padding: 3pt 5.4pt; text-align: center; line-height: 10pt">$6.01</TD>
    <TD STYLE="white-space: nowrap; padding: 3pt 5.4pt; text-align: center; line-height: 10pt">$5.29</TD>
    <TD STYLE="white-space: nowrap; padding: 3pt 5.4pt; text-align: center; line-height: 10pt">$6.53</TD>
    <TD STYLE="white-space: nowrap; padding: 3pt 5.4pt; text-align: center; line-height: 10pt">$6.20</TD>
    <TD STYLE="white-space: nowrap; padding: 3pt 5.4pt; text-align: center; line-height: 10pt">(7.96)%</TD>
    <TD STYLE="white-space: nowrap; padding: 3pt 5.4pt; text-align: center; line-height: 10pt">(14.68)%</TD></TR>
  <TR>
    <TD STYLE="white-space: nowrap; padding: 3pt 5.4pt; text-align: center; line-height: 10pt">6/30/2020</TD>
    <TD STYLE="white-space: nowrap; padding: 3pt 5.4pt; text-align: center; line-height: 10pt">$5.57</TD>
    <TD STYLE="white-space: nowrap; padding: 3pt 5.4pt; text-align: center; line-height: 10pt">$4.48</TD>
    <TD STYLE="white-space: nowrap; padding: 3pt 5.4pt; text-align: center; line-height: 10pt">$6.36</TD>
    <TD STYLE="white-space: nowrap; padding: 3pt 5.4pt; text-align: center; line-height: 10pt">$5.42</TD>
    <TD STYLE="white-space: nowrap; padding: 3pt 5.4pt; text-align: center; line-height: 10pt">(12.42)%</TD>
    <TD STYLE="white-space: nowrap; padding: 3pt 5.4pt; text-align: center; line-height: 10pt">(17.34)%</TD></TR>
  <TR>
    <TD STYLE="white-space: nowrap; padding: 3pt 5.4pt; text-align: center; line-height: 10pt">3/31/2020</TD>
    <TD STYLE="white-space: nowrap; padding: 3pt 5.4pt; text-align: center; line-height: 10pt">$6.58</TD>
    <TD STYLE="white-space: nowrap; padding: 3pt 5.4pt; text-align: center; line-height: 10pt">$3.84</TD>
    <TD STYLE="white-space: nowrap; padding: 3pt 5.4pt; text-align: center; line-height: 10pt">$7.07</TD>
    <TD STYLE="white-space: nowrap; padding: 3pt 5.4pt; text-align: center; line-height: 10pt">$4.80</TD>
    <TD STYLE="white-space: nowrap; padding: 3pt 5.4pt; text-align: center; line-height: 10pt">(6.93)%</TD>
    <TD STYLE="white-space: nowrap; padding: 3pt 5.4pt; text-align: center; line-height: 10pt">(20.00)%</TD></TR>
  <TR>
    <TD STYLE="white-space: nowrap; padding: 3pt 5.4pt; text-align: center; line-height: 10pt">12/31/2019</TD>
    <TD STYLE="white-space: nowrap; padding: 3pt 5.4pt; text-align: center; line-height: 10pt">$6.41</TD>
    <TD STYLE="white-space: nowrap; padding: 3pt 5.4pt; text-align: center; line-height: 10pt">$6.09</TD>
    <TD STYLE="white-space: nowrap; padding: 3pt 5.4pt; text-align: center; line-height: 10pt">$7.01</TD>
    <TD STYLE="white-space: nowrap; padding: 3pt 5.4pt; text-align: center; line-height: 10pt">$6.98</TD>
    <TD STYLE="white-space: nowrap; padding: 3pt 5.4pt; text-align: center; line-height: 10pt">(8.56)%</TD>
    <TD STYLE="white-space: nowrap; padding: 3pt 5.4pt; text-align: center; line-height: 10pt">(12.75)%</TD></TR>
  <TR>
    <TD STYLE="white-space: nowrap; padding: 3pt 5.4pt; text-align: center; line-height: 10pt">9/30/2019</TD>
    <TD STYLE="white-space: nowrap; padding: 3pt 5.4pt; text-align: center; line-height: 10pt">$6.32</TD>
    <TD STYLE="white-space: nowrap; padding: 3pt 5.4pt; text-align: center; line-height: 10pt">$6.03</TD>
    <TD STYLE="white-space: nowrap; padding: 3pt 5.4pt; text-align: center; line-height: 10pt">$7.04</TD>
    <TD STYLE="white-space: nowrap; padding: 3pt 5.4pt; text-align: center; line-height: 10pt">$7.00</TD>
    <TD STYLE="white-space: nowrap; padding: 3pt 5.4pt; text-align: center; line-height: 10pt">(10.23)%</TD>
    <TD STYLE="white-space: nowrap; padding: 3pt 5.4pt; text-align: center; line-height: 10pt">(13.86)%</TD></TR>
  </TABLE>
<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> On September 17, 2021, the last reported sale price, NAV per Common
Share and percentage premium/(discount) to NAV per Common Share, were $7.00, $6.98 and 0.29%, respectively. As of September 17, 2021,
the Trust had 17,537,803 Common Shares outstanding and net assets of $122,495,606. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> The following table provides information about our outstanding Common
Shares as of September 17, 2021: </P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 9pt Arial Narrow, Helvetica, Sans-Serif; width: 100%; border-collapse: collapse">
  <TR STYLE="vertical-align: top">
    <TD STYLE="width: 25%; border: Black 1pt solid; padding: 3pt 5.4pt; text-align: center; line-height: 10pt">Title of Class</TD>
    <TD STYLE="width: 25%; border-top: Black 1pt solid; border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding: 3pt 5.4pt; text-align: center; line-height: 10pt">Amount Authorized</TD>
    <TD STYLE="width: 25%; border-top: Black 1pt solid; border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding: 3pt 5.4pt; text-align: center; line-height: 10pt">Amount Held by the Trust for its Account</TD>
    <TD STYLE="width: 25%; border-top: Black 1pt solid; border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding: 3pt 5.4pt; text-align: center; line-height: 10pt">Amount Outstanding</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; border-left: Black 1pt solid; padding: 3pt 5.4pt; text-align: center; line-height: 10pt">Common Shares</TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding: 3pt 5.4pt; text-align: center; line-height: 10pt">Unlimited</TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding: 3pt 5.4pt; text-align: center; line-height: 10pt">0</TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding: 3pt 5.4pt; text-align: center; line-height: 10pt"> 17,537,803 </TD></TR>
  </TABLE>
<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">&nbsp;</P>

<P STYLE="font: bold 12pt Arial, Helvetica, Sans-Serif; margin: 3pt 0">The Trust</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">The Trust is a diversified, closed-end management investment company
registered under the 1940 Act. The Trust was organized as a Massachusetts business trust on September 23, 1998, pursuant to a Declaration
of Trust, as amended August 11, 2008, governed by the laws of The Commonwealth of Massachusetts. The Trust&rsquo;s principal office is
located at Two International Place, Boston, MA 02110, and its telephone number is 1-800-262-1122.</P>

<P STYLE="font: bold 12pt Arial, Helvetica, Sans-Serif; margin: 3pt 0">Use of Proceeds</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">Subject to the remainder of this section, and unless otherwise specified
in a Prospectus Supplement, the Trust currently intends to invest substantially all of the net proceeds of any sales of Common Shares
pursuant to this Prospectus in accordance with its Trust&rsquo;s investment objective and policies within three months of receipt of such
proceeds. Such investments may be delayed up to three months if suitable investments are unavailable at the time or for other reasons,
such as market volatility and lack of liquidity in the markets of suitable investments. Pending such investment, the Trust anticipates
that it will invest the proceeds in short-term money market instruments, securities with remaining maturities of less than one year, cash
or cash equivalents. A delay in the anticipated use of proceeds could lower returns and reduce the Trust&rsquo;s distribution to Common
Shareholders or result in a distribution consisting principally of a return of capital.</P>


<!-- Field: Page; Sequence: 24 -->
    <DIV STYLE="margin-bottom: 6pt"><TABLE CELLPADDING="0" CELLSPACING="0" STYLE="font: 8pt Arial, Helvetica, Sans-Serif; border-collapse: collapse; width: 100%"><TR STYLE="vertical-align: top; text-align: left"><TD STYLE="width: 45%">Eaton Vance Senior Income Trust</TD><TD STYLE="width: 10%; text-align: center"><!-- Field: Sequence; Type: Arabic; Name: PageNo -->22<!-- Field: /Sequence --></TD><TD STYLE="width: 45%; text-align: right">Prospectus dated [___], 2021</TD></TR></TABLE></DIV>
    <DIV STYLE="break-before: page; margin-top: 6pt"><TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%"><TR><TD STYLE="text-align: center; width: 100%">&nbsp;</TD></TR></TABLE></DIV>
    <!-- Field: /Page -->

<P STYLE="font: bold 12pt Arial, Helvetica, Sans-Serif; margin: 3pt 0">Portfolio Composition</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> As of June 30, 2021, the following table indicates the approximate
percentage of the Trust's portfolio invested in long-term and short-term obligations and also includes other information with respect
to the composition of the Trust&rsquo;s investment portfolio: </P>

<TABLE CELLSPACING="0" CELLPADDING="0" ALIGN="CENTER" STYLE="width: 80%; font: 9pt Arial Narrow, Helvetica, Sans-Serif; border-collapse: collapse">
  <TR STYLE="vertical-align: bottom">
    <TD STYLE="width: 28%; border-bottom: Black 1pt solid; padding: 3pt 5.4pt 3pt 2.9pt; line-height: 10pt">S&amp;P<FONT STYLE="font-family: Arial Narrow, Helvetica, Sans-Serif"><SUP>(1)</SUP></FONT></TD>
    <TD STYLE="width: 18%; border-bottom: Black 1pt solid; padding: 3pt 5.4pt; text-align: center; line-height: 10pt">Number of issues</TD>
    <TD STYLE="width: 37%; border-bottom: Black 1pt solid; padding: 3pt 5.4pt; text-align: center; line-height: 10pt">Mkt Value</TD>
    <TD STYLE="width: 17%; border-bottom: Black 1pt solid; padding: 3pt 5.4pt; text-align: center; line-height: 10pt">Percent</TD></TR>
  <TR>
    <TD STYLE="vertical-align: top; padding: 3pt 5.4pt 3pt 2.9pt; line-height: 10pt">BBB</TD>
    <TD STYLE="vertical-align: bottom; padding: 3pt 5.4pt; text-align: center; line-height: 10pt"> 9 </TD>
    <TD STYLE="vertical-align: bottom; padding: 3pt 5.4pt; text-align: center; line-height: 10pt"> $5,440,868.93 </TD>
    <TD STYLE="vertical-align: bottom; padding: 3pt 5.4pt; text-align: center; line-height: 10pt"> 1.48% </TD></TR>
  <TR>
    <TD STYLE="vertical-align: top; padding: 3pt 5.4pt 3pt 2.9pt; line-height: 10pt">BB</TD>
    <TD STYLE="vertical-align: bottom; padding: 3pt 5.4pt; text-align: center; line-height: 10pt"> 97 </TD>
    <TD STYLE="vertical-align: bottom; padding: 3pt 5.4pt; text-align: center; line-height: 10pt"> $47,990,650.00 </TD>
    <TD STYLE="vertical-align: bottom; padding: 3pt 5.4pt; text-align: center; line-height: 10pt"> 13.05% </TD></TR>
  <TR>
    <TD STYLE="vertical-align: top; padding: 3pt 5.4pt 3pt 2.9pt; line-height: 10pt">B</TD>
    <TD STYLE="vertical-align: bottom; padding: 3pt 5.4pt; text-align: center; line-height: 10pt"> 273 </TD>
    <TD STYLE="vertical-align: bottom; padding: 3pt 5.4pt; text-align: center; line-height: 10pt"> $248,934,395.11 </TD>
    <TD STYLE="vertical-align: bottom; padding: 3pt 5.4pt; text-align: center; line-height: 10pt"> 67.69% </TD></TR>
  <TR>
    <TD STYLE="vertical-align: top; padding: 3pt 5.4pt 3pt 2.9pt; line-height: 10pt">CCC</TD>
    <TD STYLE="vertical-align: bottom; padding: 3pt 5.4pt; text-align: center; line-height: 10pt"> 42 </TD>
    <TD STYLE="vertical-align: bottom; padding: 3pt 5.4pt; text-align: center; line-height: 10pt"> $39,595,632.15 </TD>
    <TD STYLE="vertical-align: bottom; padding: 3pt 5.4pt; text-align: center; line-height: 10pt"> 10.77% </TD></TR>
  <TR>
    <TD STYLE="vertical-align: top; padding: 3pt 5.4pt 3pt 2.9pt; line-height: 10pt">D</TD>
    <TD STYLE="vertical-align: bottom; padding: 3pt 5.4pt; text-align: center; line-height: 10pt"> 3 </TD>
    <TD STYLE="vertical-align: bottom; padding: 3pt 5.4pt; text-align: center; line-height: 10pt"> $4,950,042.35 </TD>
    <TD STYLE="vertical-align: bottom; padding: 3pt 5.4pt; text-align: center; line-height: 10pt"> 1.35% </TD></TR>
  <TR>
    <TD STYLE="vertical-align: top; padding: 3pt 5.4pt 3pt 2.9pt; line-height: 10pt">NR</TD>
    <TD STYLE="vertical-align: bottom; padding: 3pt 5.4pt; text-align: center; line-height: 10pt"> 33 </TD>
    <TD STYLE="vertical-align: bottom; padding: 3pt 5.4pt; text-align: center; line-height: 10pt"> $15,829,282.80 </TD>
    <TD STYLE="vertical-align: bottom; padding: 3pt 5.4pt; text-align: center; line-height: 10pt"> 4.30% </TD></TR>
  <TR>
    <TD STYLE="vertical-align: top; padding: 3pt 5.4pt 3pt 2.9pt; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="vertical-align: top; padding: 3pt 5.4pt; text-align: center; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; padding: 3pt 5.4pt; text-align: center; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; padding: 3pt 5.4pt; text-align: center; line-height: 10pt">&nbsp;</TD></TR>
  <TR>
    <TD STYLE="vertical-align: top; padding: 3pt 5.4pt 3pt 2.9pt; line-height: 10pt">Cash and cash equivalents</TD>
    <TD STYLE="vertical-align: top; border-bottom: Black 1pt solid; padding: 3pt 5.4pt; text-align: center; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; border-bottom: Black 1pt solid; padding: 3pt 5.4pt; text-align: center; line-height: 10pt"> $5,030,292.00 </TD>
    <TD STYLE="vertical-align: bottom; border-bottom: Black 1pt solid; padding: 3pt 5.4pt; text-align: center; line-height: 10pt"> 1.37% </TD></TR>
  <TR>
    <TD STYLE="vertical-align: top; padding: 3pt 5.4pt 3pt 2.9pt; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="vertical-align: top; padding: 3pt 5.4pt; text-align: center; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; padding: 3pt 5.4pt; text-align: center; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="vertical-align: top; padding: 3pt 5.4pt; text-align: center; line-height: 10pt">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding: 3pt 5.4pt 3pt 2.9pt; line-height: 10pt">Total</TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.4pt; text-align: center; line-height: 10pt"> 457 </TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.4pt; text-align: center; line-height: 10pt"> $367,771,163.34 </TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.4pt; text-align: center; line-height: 10pt">100%</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding: 3pt 5.4pt 3pt 2.9pt; line-height: 10pt">&#8194;</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">&nbsp;</TD></TR>
  </TABLE>
<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 9pt/10pt Arial Narrow, Helvetica, Sans-Serif; margin-top: 3pt; margin-bottom: 3pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Arial Narrow, Helvetica, Sans-Serif"><SUP>(1)</SUP></FONT></TD><TD>Ratings: Using S&amp;P&rsquo;s ratings on the Trust&rsquo;s investments. S&amp;P rating categories may be modified further by a plus
(+) or minus (&mdash;) in AA, A, BBB, BB, B, and CCC ratings.</TD></TR></TABLE>

<P STYLE="font: bold 12pt Arial, Helvetica, Sans-Serif; margin: 3pt 0">Investment Objective, Policies and Risks</P>

<P STYLE="font: bold 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0">INVESTMENT OBJECTIVE</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> The Trust's investment objective is to provide shareholders with
a high level of current income, consistent with the preservation of capital. The Trust pursues its objective by investing its assets primarily
in senior, secured floating-rate loans (&ldquo;Senior Loans&rdquo;). Senior Loans are loans in which the interest rate paid fluctuates
based on a reference rate. Senior Loans typically are secured with specific collateral and have a claim on the assets and/or stock that
is senior to subordinated debtholders and stockholders of the borrower. Senior Loans are made to corporations, partnerships and other
business entities (&ldquo;Borrowers&rdquo;) that operate in a variety of industries and geographical regions. Senior Loans pay interest
at rates that are reset periodically by reference to a base lending rate, primarily LIBOR, plus a premium. </P>

<P STYLE="font: bold 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0">PRIMARY INVESTMENT POLICIES</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>General
Composition of the Trust.</B></FONT> Under normal market conditions, the Trust will invest at least 80% of its total assets in Senior
Loans of domestic and foreign borrowers that are denominated in U.S. dollars, euros, British pounds, Swiss francs, Canadian dollars and
Australian dollars (each, an &ldquo;Authorized Foreign Currency&rdquo;)&nbsp; making payments in such Authorized Foreign Currency. For
the purposes of the 80% test, total assets is defined as net assets plus any borrowings for investment purposes, including any outstanding
preferred shares. The Trust may also invest up to 15% of its net assets in foreign Senior Loans denominated in an Authorized Foreign
Currency. For all foreign Senior Loan investments denominated in an Authorized Foreign Currency, the Adviser currently intends to hedge
against foreign currency fluctuations through the use of currency exchange contracts and other appropriate permitted hedging strategies.
&#8194;The Trust may invest up to 20% of its total assets in (i) loan interests which have (a) a second lien on collateral, (b) no security
interest in the collateral, or (c) lower than a senior claim on collateral; (ii) other income-producing securities, such as investment
and non-investment grade corporate debt securities and U.S. government and U.S. dollar-denominated foreign government or supranational
debt securities; and (iii) warrants and equity securities issued by a Borrower or its affiliates as part of a package of investments
in the Borrower or its affiliates. During unusual market conditions, the Trust may invest up to 100% of assets in cash or cash equivalents
which may be inconsistent with its investment objective and other policies. Corporate bonds of below investment grade quality (&ldquo;Non-Investment
Grade Bonds&rdquo;), commonly referred to as &ldquo;junk bonds,&rdquo; which are bonds that are rated below investment grade by each
of the Rating Agencies who cover the security, or, if unrated, are determined to be of comparable quality by the Adviser. S&amp;P and
Fitch consider securities rated below BBB- to be below investment grade and Moody&rsquo;s considers securities rated below Baa3 to be
below investment grade. The Trust&rsquo;s credit quality policies apply only at the time a security is purchased, and the Trust is not
required to dispose of a security in the event of a downgrade of an assessment of credit quality, the withdrawal of a rating, or in the
event of a default. In determining whether to retain or sell such a security, Eaton Vance may consider such factors as Eaton Vance&rsquo;s
assessment of the credit quality of the issuers of such security, the price at which such security could be sold and the rating, if any,
assigned to such security by other Rating Agencies. Securities rated in the lowest investment grade rating (BBB- or Baa3) may have certain
speculative characteristics. Below investment grade quality securities are considered to be predominantly speculative because of the
credit risk of the issuers. See &ldquo;Investment Objective, Policies and Risks - Risk Considerations - Non-Investment Grade Bonds Risk.&rdquo;</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"></P>

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<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">The Trust&rsquo;s policy of investing, under normal market conditions,
at least 80% of its total assets in Senior Loans is not considered to be fundamental by the Trust and can be changed without a vote of
the Trust&rsquo;s shareholders. However, this policy may only be changed by the Trust&rsquo;s Board following the provision of 60 days
prior written notice to the Trust&rsquo;s shareholders.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">The Trust is not subject to any restrictions with respect to the maturity
of Senior Loans held in its portfolio.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">A lender may have certain obligations pursuant to a loan agreement relating
to Senior Loans, which may include the obligation to make additional loans in certain circumstances. The Trust generally will reserve
against such contingent obligations by segregating a sufficient amount of cash, liquid securities and liquid Senior Loans, subject to
the Trust's borrowing limitations. The Trust will not purchase interests in Senior Loans that would require the Trust to make any such
additional loans if such additional loan commitments in the aggregate would exceed 20% of the Trust's total assets or would cause the
Trust to fail to meet its tax diversification requirements.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">The Adviser&rsquo;s staff monitors the credit quality and the price
of Senior Loans and other securities held by the Trust, as well as other securities that are available to the Trust. The Trust may invest
in Senior Loans and other securities of any credit quality. Although the Adviser considers ratings when making investment decisions, it
generally performs its own credit and investment analysis and does not rely primarily on the ratings assigned by the Rating Agencies.
In evaluating the quality of a particular security, whether rated or unrated, the Adviser will normally take into consideration, among
other things, the issuer&rsquo;s financial resources and operating history, its sensitivity to economic conditions and trends, the ability
of its management, its debt maturity schedules and borrowing requirements, and relative values based on anticipated cash flow, interest
and asset coverage, and earnings prospects. The Adviser will attempt to reduce the risks of investing in lower rated or unrated debt instruments
through active portfolio management, credit analysis and attention to current developments and trends in the economy and the financial
markets.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">The Trust is not required to dispose of a security in the event that
a Rating Agency downgrades its assessment of the credit characteristics of a particular issue or withdraws its assessment, including in
the event of a default. In determining whether to retain or sell such a security, Eaton Vance may consider such factors as Eaton Vance's
assessment of the credit quality of the issuers of such security, the price at which such security could be sold and the rating, if any,
assigned to such security by other Rating Agencies.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">The Trust may invest up to 15% of net assets in Senior Loans denominated
in Authorized Foreign Currencies and may invest in other securities of non-United States issuers. The Trust&rsquo;s investments may have
significant exposure to certain sectors of the economy and thus may react differently to political or economic developments than the market
as a whole. The Trust may accept equity securities in connection with a debt restructuring or reorganization of a Borrower either inside
or outside of bankruptcy. The Trust may hold equity securities issued in exchange for a Senior Loan or issued in connection with the debt
restructuring or reorganization of a Borrower. The Trust may also acquire additional equity securities of such Borrower or its affiliates
if, in the judgment of the Adviser, such an investment may enhance the value of a Senior Loan held or would otherwise be consistent with
the Trust&rsquo;s investment policies. The Trust will not invest more than 10% of its assets in securities (including interests in Senior
Loans) of any single Borrower.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">The Trust may purchase shares of other investment companies, including
open- and closed-end investment companies and exchange-traded funds, with a similar investment objective and policies as permitted under
the 1940 Act. Such investments are limited to 10% of total assets overall, with no more than 5% invested in any one issuer. The value
of shares of other closed-end investment companies and exchange-traded funds is affected by risks similar to those of the Trust, such
as demand for those securities regardless of the demand for the underlying portfolio assets. Investment companies bear fees and expenses
that the Trust will bear indirectly, so investors in the Trust will be subject to duplication of fees. The Trust also may invest up to
5% of its total assets in structured notes with rates of return determined by reference to the total rate of return on one or more Senior
Loans referenced in such notes. The rate of return on the structured note may be determined by applying a multiplier to the rate of total
return on the referenced Senior Loan or Loans. Application of a multiplier is comparable to the use of financial leverage, a speculative
technique. Leverage magnifies the potential for gain and the risk of loss; as a result, a relatively small decline in the value of a referenced
Senior Loan could result in a relatively large loss in the value of a structured note. Common Shares of other investment companies and
structured notes as discussed above that invest in Senior Loans or baskets of Senior Loans will be treated as Senior Loans for purposes
of the Trust&rsquo;s policy of normally investing at least 80% of its assets in Senior Loans, and may be subject to the Trust&rsquo;s
leverage limitations.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>Senior Loans.
</B></FONT>Senior Loans hold a senior position in the capital structure of a Borrower, are typically secured with specific collateral
and have a claim on the assets and/or stock of the Borrower that is senior to that held by subordinated debt holders and stockholders
of the Borrower. The capital structure of a Borrower may include Senior Loans, senior and junior subordinated debt, preferred stock and
common stock issued by the Borrower, typically in descending order of seniority with respect to claims on the Borrower&rsquo;s assets.
Senior Loans are typically secured by specific collateral. As also discussed above, the proceeds of Senior Loans primarily are used to
finance leveraged buyouts, recapitalizations, mergers, acquisitions, stock repurchases, refinancing and internal growth and for other
corporate purposes.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"></P>

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<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> Senior Loans in which the Trust will invest generally pay interest
at rates, which are reset periodically by reference to a base lending rate, plus a premium. Senior Loans typically have rates of interest
which are reset either daily, monthly, quarterly or semi-annually by reference to a base lending rate, plus a premium or credit spread.
These base lending rates are primarily LIBOR, and secondarily the prime rate offered by one or more major United States banks (the &ldquo;Prime
Rate&rdquo;) and the certificate of deposit (&ldquo;CD&rdquo;) rate or other base lending rates used by commercial lenders. Floating-rate
loans typically have rates of interest which are re-determined daily, monthly, quarterly or semi-annually by reference to a base lending
rate, plus a premium. As floating-rate loans, the frequency of how often a loan resets its interest rate will impact how closely such
loans track current market interest rate. The floating-rate loans held by the Trust will have a dollar-weighted average period until the
next interest rate adjustment of approximately 90 days or less. As a result, as short-term interest rates increase, interest payable to
the Trust from its investments in Senior Loans should increase, and as short-term interest rates decrease, interest payable to the Trust
from its investments in Senior Loans should decrease. The Trust may utilize derivative instruments to shorten the effective interest rate
redetermination period of Senior Loans in its portfolio. Senior Loans typically have a stated term of between one and ten years. In the
experience of the Adviser over the last decade, however, the average life of Senior Loans has been two to four years because of prepayments.
Junior Loans are secured and unsecured subordinated loans, second lien loans and subordinate bridge loans. Senior Loans and Junior Loans
are referred to together herein as &ldquo;loans.&rdquo; </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">Loans may be primary, direct investments or investments in loan assignments
or participation interests.&nbsp; A loan assignment represents a portion of the entirety of a loan and a portion of the entirety of a
position previously attributable to a different lender. The purchaser of an assignment typically succeeds to all the rights and obligations
under the loan agreement and has the same rights and obligations as the assigning investor.&nbsp; However, assignments through private
negotiations may cause the purchaser of an assignment to have different and more limited rights than those held by the assigning investor.&nbsp;
Loan participation interests are interests issued by a lender or other entity and represent a fractional interest in a loan. The Trust
typically will have a contractual relationship only with the financial institution that issued the participation interest. As a result,
the Trust may have the right to receive payments of principal, interest and any fees to which it is entitled only from the financial institution
and only upon receipt by such entity of such payments from the borrower. In connection with purchasing a participation interest, the Trust
generally will have no right to enforce compliance by the borrower with the terms of the loan agreement, nor any rights with respect to
any funds acquired by other investors through set-off against the borrower and the Trust may not directly benefit from the collateral
supporting the loan in which it has purchased the participation interest. As a result, the Trust may assume the credit risk of both the
borrower and the financial institution issuing the participation interest. In the event of the insolvency of the entity issuing a participation
interest, the Trust may be treated as a general creditor of such entity. No active trading market may exist for certain loans, which may
impair the ability of the Trust to realize full value in the event of the need to sell a loan and which may make it difficult to value
the loan.&nbsp; To the extent that a secondary market does exist for certain loans, the market may be subject to irregular trading activity,
wide bid/ask spreads and extended trade settlement periods. Most loans are rated below investment grade or, if unrated, are of similar
credit quality.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">Loan investments may be made at par or at a discount or premium to par.&nbsp;
The interest payable on a loan may be fixed or floating rate, and paid in cash or in-kind.&nbsp; In connection with transactions in loans,
the Trust may be subject to facility or other fees.&nbsp; Loans may be secured by specific collateral or other assets of the borrower,
guaranteed by a third party, unsecured or subordinated.&nbsp; During the term of a loan, the value of any collateral securing the loan
may decline in value, causing the loan to be under collateralized. Collateral may consist of assets that may not be readily liquidated,
and there is no assurance that the liquidation of such assets would satisfy fully a borrower&rsquo;s obligations under the loan. In addition,
if a loan is foreclosed, the Trust could become part owner of the collateral and would bear the costs and liabilities associated with
owning and disposing of such collateral.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">A lender&rsquo;s repayment and other rights primarily are determined
by governing loan, assignment or participation documents, which (among other things) typically establish the priority of payment on the
loan relative to other indebtedness and obligations of the borrower. A borrower typically is required to comply with certain covenants
contained in a loan agreement between the borrower and the holders of the loan. The types of covenants included in loan agreements generally
vary depending on market conditions, the creditworthiness of the issuer, and the nature of the collateral securing the loan. Loans with
fewer covenants that restrict activities of the borrower may provide the borrower with more flexibility to take actions that may be detrimental
to the loan holders and provide fewer investor protections in the event covenants are breached. The Trust may experience relatively greater
realized or unrealized losses or delays and expense in enforcing its rights with respect to loans with fewer restrictive covenants. Loans
to entities located outside of the U.S. have substantially different lender protections and covenants as compared to loans to U.S. entities
and may involve greater risks. In the event of bankruptcy, applicable law may impact a lender&rsquo;s ability to enforce its rights. Bankruptcy
laws in foreign jurisdictions, including emerging markets, may differ significantly from U.S. bankruptcy law and the Trust&rsquo;s rights
with respect to a loan governed by the laws of a foreign jurisdiction may be more limited.</P>


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<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">Loans may be originated by a lending agent, such as a financial institution
or other entity, on behalf of a group or &ldquo;syndicate&rdquo; of loan investors (the &ldquo;Loan Investors&rdquo;).&nbsp; In such a
case, the agent administers the terms of the loan agreement and is responsible for the collection of principal, and interest payments
from the borrower and the apportionment of these payments to the Loan Investors. Failure by the agent to fulfill its obligations may delay
or adversely affect receipt of payment by the Trust. Furthermore, unless under the terms of a loan agreement or participation (as applicable)
the Trust has direct recourse against the borrower, the Trust must rely on the agent and the other Loan Investors to pursue appropriate
remedies against the borrower.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">The Trust expects primarily to purchase Senior Loans by assignment from
a participant in the original syndicate of lenders or from subsequent assignees of such interests. The purchaser of an assignment typically
succeeds to all the rights and obligations under the loan agreement and has the same rights and obligations as the assigning investor.
However, assignments through private negotiations may cause the purchaser of an assignment to have different and more limited rights than
those held by the assigning investor. The Trust may also purchase participations in the original syndicate making Senior Loans. Such indebtedness
may be secured or unsecured. Loan participations typically represent direct participations in a loan to a corporate borrower, and generally
are offered by banks or other financial institutions or lending syndicates. The Trust may participate in such syndications, or can buy
part of a loan, becoming a part lender. When purchasing loan participations, the Trust assumes the credit risk associated with the corporate
Borrower and may assume the credit risk associated with an interposed bank or other financial intermediary. The participation interests
in which the Trust intends to invest may not be rated by any Rating Agency.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">The Trust may purchase and retain in its portfolio loans where the Borrowers
have experienced, or may be perceived to be likely to experience, credit problems, including default, involvement in or recent emergence
from bankruptcy reorganization proceedings or other forms of debt restructuring. At times, in connection with the restructuring of a loan
either outside of bankruptcy court or in the context of bankruptcy court proceedings, the Trust may determine or be required to accept
equity securities or junior debt securities in exchange for all or a portion of a loan.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">The Trust may also purchase unsecured loans, other floating-rate debt
securities such as notes, bonds and asset-backed securities (such as special purpose trusts investing in bank loans), credit-linked notes,
tranches of collateralized loan obligations, investment grade fixed-income debt obligations and money market instruments, such as commercial
paper.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">Loans are subject to the risk that a court, pursuant to fraudulent conveyance
or other similar laws, could subordinate a loan to presently existing or future indebtedness of the borrower, or take other action detrimental
to the holders of a loan including, in certain circumstances, invalidating the loans or causing interest previously paid to be returned
to the borrower.&nbsp; Any such actions by a court could negatively affect the Trust&rsquo;s performance. Loans that are secured and senior
to other debtholders of a borrower tend to have more favorable loss recovery rates as compared to more junior types of below investment
grade debt obligations. Due to their lower place in the borrower&rsquo;s capital structure and, in some cases, their unsecured status,
junior loans involve a higher degree of overall risk than senior loans of the same borrower.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">Investing in loans involves the risk of default by the borrower or other
party obligated to repay the loan.&nbsp; In the event of insolvency of the borrower or other obligated party, the Trust may be treated
as a general creditor of such entity unless it has rights that are senior to that of other creditors or secured by specific collateral
or assets of the borrower.&nbsp; Fixed rate loans are also subject to the risk that their value will decline in a rising interest rate
environment.&nbsp; This risk is mitigated for floating-rate loans, where the interest rate payable on the loan resets periodically by
reference to a base lending rate.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">Many loans in which the Trust will invest may not be rated by a Rating
Agency, will not be registered with the SEC or any state securities commission and will not be listed on any national securities exchange.
In evaluating the creditworthiness of Borrowers, the Adviser will consider, and may rely in part, on analyses performed by others. Borrowers
may have outstanding debt obligations that are rated below investment grade by a Rating Agency. Many of the loans held by the Trust will
have been assigned ratings below investment grade by Rating Agencies. In the event loans are not rated, they are likely to be the equivalent
of below investment grade quality. Because of the protective features of Senior Loans, the Adviser believes, based on its experience,
that Senior Loans tend to have more favorable loss recovery rates as compared to more junior types of below investment grade debt obligations.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">U.S. federal securities laws afford certain protections against fraud
and misrepresentation in connection with the offering or sale of a security, as well as against manipulation of trading markets for securities.
The typical practice of a lender in relying exclusively or primarily on reports from the borrower may involve the risk of fraud, misrepresentation,
or market manipulation by the borrower. It is unclear whether U.S. federal securities law protections are available to an investment in
a loan. In certain circumstances, loans may not be deemed to be securities, and in the event of fraud or misrepresentation by a borrower,
lenders may not have the protection of the anti-fraud provisions of the federal securities laws. However, contractual provisions in the
loan documents may offer some protections, and lenders may also avail themselves of common-law fraud protections under applicable state
law.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">In addition to the risks generally associated with debt instruments,
such as credit, market, interest rate and liquidity risks, loans are also subject to the risk that the value of any collateral securing
a loan may decline, be insufficient to meet the obligations of the borrower or be difficult to liquidate.&nbsp; The specific collateral
used to secure a loan may decline in value or become illiquid, which would adversely affect the loan&rsquo;s value.&nbsp; The Trust&rsquo;s
access to collateral may be limited by</P>


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<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">bankruptcy, other insolvency laws or by the type of loan the Trust has
purchased.&nbsp; For example, if the Trust purchases a participation instead of an assignment, it would not have direct access to collateral
of the borrower.&nbsp; As a result, a floating rate loan may not be fully collateralized and can decline significantly in value.&nbsp;
Additionally, collateral on loan instruments may not be readily liquidated, and there is no assurance that the liquidation of such assets
will satisfy a borrower&rsquo;s obligations under the investment.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">When interest rates decline, the value of a fund invested in fixed-rate
obligations can be expected to rise. Conversely, when interest rates rise, the value of a fund invested in fixed-rate obligations can
be expected to decline. Although changes in prevailing interest rates can be expected to cause some fluctuations in the value of Senior
Loans (due to the fact that floating-rates on Senior Loans only reset periodically), the value of Senior Loans is less sensitive to changes
in market interest rates than fixed-rate instruments. As a result, the Adviser expects the Trust&rsquo;s policy of investing a portion
of its assets in floating-rate Senior Loans will make the Trust less volatile and less sensitive to changes in market interest rates than
if the Trust invested exclusively in fixed-rate obligations. Similarly, a sudden and significant increase in market interest rates may
cause a decline in the value of these investments and in the Trust&rsquo;s net asset value. Other factors (including, but not limited
to, rating downgrades, credit deterioration, a large downward movement in stock prices, a disparity in supply and demand of certain Senior
Loans and other securities or market conditions that reduce liquidity) can reduce the value of Senior Loans and other debt obligations,
impairing the Trust&rsquo;s net asset value.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">Although the overall size and number of participants in the market for
loans has grown over the past decade, loans continue to trade in a private, unregulated inter-dealer or inter-bank secondary market. The
amount of public information available with respect to Senior Loans will generally be less extensive than that available for registered
or exchange listed securities. With limited exceptions, the adviser will take steps intended to ensure that it does not receive material
nonpublic information about the issuers of Senior Loans that also issue publicly traded securities. Therefore the adviser may have less
information than other investors about certain of the Senior Loans in which it seeks to invest. Purchases and sales of loans are generally
subject to contractual restrictions that must be satisfied before a loan can be bought or sold. These restrictions may (i) impede the
Trust&rsquo;s ability to buy or sell loans, (ii) negatively impact the transaction price, (iii) impact the counterparty credit risk borne
by the Trust, (iv) impede the Trust&rsquo;s ability to timely vote or otherwise act with respect to loans, (v) expose the Trust to adverse
tax or regulatory consequences and (vi) result in delayed settlement of loan transactions. It may take longer than seven days for transactions
in loans to settle. This is partly due to the nature of loans and the contractual restrictions noted above, which require a written assignment
agreement and various ancillary documents for each transfer, and frequently require discretionary consents from both the borrower and
the administrative agent. In light of the foregoing, the Trust may hold cash, sell securities or temporarily borrow from banks or other
lenders to meet short-term liquidity needs due to the extended loan settlement process.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">The Adviser uses an independent pricing service to value most loans
and other debt securities at their market value. The Adviser may use the fair value method to value loans or other securities if a security
or a loan is not priced by a pricing service, a pricing service&rsquo;s price is deemed unreliable, or if events occur after the close
of a securities market (usually a foreign market) and before the Trust values its assets would materially affect net asset value. A security
that is fair valued may be valued at a price higher or lower than actual market quotations or the value determined by other funds using
their own fair valuation procedures. Because foreign securities trade on days when the Common Shares are not priced, net asset value can
change at times when Common Shares cannot be sold.</P>

<P STYLE="font: bold 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0">ADDITIONAL INVESTMENT PRACTICES</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>Second Lien
Loans and Debt Securities.</B></FONT> The Trust may invest in loans and other debt securities that have the same characteristics as Senior
Loans except that such loans are second in lien priority rather than first. Such &ldquo;second lien&rdquo; loans and securities like Senior
Loans typically have adjustable floating-rate interest payments. Accordingly, the risks associated with &ldquo;second lien&rdquo; loans
are higher than the risks of loans with first priority over the collateral. In the event of default on a &ldquo;second lien&rdquo; loan,
the first priority lien holder has first claim to the underlying collateral of the loan. It is possible that no collateral value would
remain for the second priority lien holder, and therefore result in a loss of investment to the Trust.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>Collateralized
Loan Obligations (&ldquo;CLOs&rdquo;).</B></FONT> The Trust may invest in certain asset-backed securities as discussed below. Asset-backed
securities are payment claims that are securitized in the form of negotiable paper that is issued by a financing company (generically
called a Special Purpose Vehicle or &ldquo;SPV&rdquo;). These securitized payment claims are, as a rule, corporate financial assets brought
into a pool according to specific diversification rules. The SPV is a company founded solely for the purpose of securitizing these claims
and its only asset is the risk arising out of this diversified asset pool. On this basis, marketable securities are issued which, due
to the diversification of the underlying risk, generally represent a lower level of risk than the original assets. The redemption of the
securities issued by the SPV takes place at maturity out of the cash flow generated by the collected claims.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">A CLO is a structured credit security issued by an SPV that was created
to reapportion the risk and return characteristics of a pool of assets. The assets, typically Senior Loans, are used as collateral supporting
the various debt tranches issued by the SPV. The key feature of the CLO structure is the prioritization of the cash flows from a pool
of debt securities among the several classes of CLO holders, thereby creating a series of obligations with varying rates and maturities</P>


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<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">appealing to a wide range of investors. CLOs generally are secured by
an assignment to a trustee under the indenture pursuant to which the bonds are issued of collateral consisting of a pool of debt instruments,
usually, non-investment grade bank loans. Payments with respect to the underlying debt securities generally are made to the trustee under
the indenture. CLOs are designed to be retired as the underlying debt instruments are repaid. In the event of sufficient early prepayments
on such debt instruments, the class or series of CLO first to mature generally will be retired prior to maturity. Therefore, although
in most cases the issuer of CLOs will not supply additional collateral in the event of such prepayments, there will be sufficient collateral
to secure their priority with respect to other CLO tranches that remain outstanding. The credit quality of these securities depends primarily
upon the quality of the underlying assets, their priority with respect to other CLO tranches and the level of credit support and/or enhancement
provided.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">The underlying assets (e.g., loans) are subject to prepayments which
shorten the securities&rsquo; weighted average maturity and may lower their return. If the credit support or enhancement is exhausted,
losses or delays in payment may result if the required payments of principal and interest are not made. The value of these securities
also may change because of changes in market value, that is changes in the market&rsquo;s perception of the creditworthiness of the servicing
agent for the pool, the originator of the pool, or the financial institution or fund providing the credit support or enhancement. The
Trust will indirectly bear any management fees and expenses incurred by a CLO.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>Collateralized
Debt Obligations (&ldquo;CDOs&rdquo;).</B></FONT> The Trust may invest in CDOs. A CDO is a structured credit security issued by an SPV
that was created to reapportion the risk and return characteristics of a pool of assets. The assets, typically non-investment grade bonds,
leveraged loans, and other asset-backed obligations, are used as collateral supporting the various debt and equity tranches issued by
the SPV. The key feature of the CDO structure is the prioritization of the cash flows from a pool of debt securities among the several
classes of CDO holders, thereby creating a series of obligations with varying rates and maturities appealing to a wide range of investors.
CDOs generally are secured by an assignment to a trustee under the indenture pursuant to which the bonds are issued of collateral consisting
of a pool of debt securities, usually, non-investment grade bonds. Payments with respect to the underlying debt securities generally are
made to the trustee under the indenture. CDOs are designed to be retired as the underlying debt securities are repaid. In the event of
sufficient early prepayments on such debt securities, the class or series of CDO first to mature generally will be retired prior to maturity.
Therefore, although in most cases the issuer of CDOs will not supply additional collateral in the event of such prepayments, there will
be sufficient collateral to secure CDOs that remain outstanding. The credit quality of these securities depends primarily upon the quality
of the underlying assets and the level of credit support and/or enhancement provided. CDOs operate similarly to CLOs and are subject to
the same inherent risks.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>Foreign Securities.</B></FONT>
The Trust may invest in Senior Loans and other debt securities of non-U.S. issuers. Investment in securities of non-U.S. issuers involves
special risks, including that non-U.S. issuers may be subject to less rigorous accounting and reporting requirements than U.S. issuers,
less rigorous regulatory requirements, differing legal systems and laws relating to creditors&rsquo; rights, the potential inability to
enforce legal judgments and the potential for political, social and economic adversity. The willingness and ability of sovereign issuers
to pay principal and interest on government securities depends on various economic factors, including among others the issuer&rsquo;s
balance of payments, overall debt level, and cash flow considerations related to the availability of tax or other revenues to satisfy
the issuer&rsquo;s obligations. The securities of some foreign issuers are less liquid and at times more volatile than securities of comparable
U.S. issuers. Foreign settlement procedures and trade regulations may involve certain risks (such as delay in the payment or delivery
of securities and interest or in the recovery of assets held abroad) and expenses not present in the settlement of domestic investments.
Investments may include securities issued by the governments of lesser-developed countries, which are sometimes referred to as &ldquo;emerging
markets.&rdquo; There may be a possibility of nationalization or expropriation of assets, imposition of currency exchange controls, confiscatory
taxation, political or financial instability, armed conflict and diplomatic developments which could affect the value of the Trust&rsquo;s
investments in certain foreign countries. Foreign issuers may become subject to sanctions imposed by the United States or another country,
which could result in the immediate freeze of the foreign issuers&rsquo; assets or securities. The imposition of such sanctions could
impair the market value of the securities of such foreign issuers and limit the Trust&rsquo;s ability to buy, sell, receive or deliver
the securities. Trading in certain foreign markets is also subject to liquidity risks.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">The value of foreign assets and currencies as measured in U.S. dollars
may be affected favorably or unfavorably by changes in foreign currency rates and exchange control regulations, application of foreign
tax laws (including withholding tax), governmental administration of economic or monetary policies (in this country or abroad), and relations
between nations and trading.&nbsp; Foreign currencies also are subject to settlement, custodial and other operational risks. Currency
exchange rates can be affected unpredictably by intervention, or the failure to intervene, by U.S. or foreign governments or central banks
or by currency controls or political developments in the United States or abroad.&nbsp; If the U.S. dollar rises in value relative to
a foreign currency, a security denominated in that foreign currency will be worth less in U.S. dollars. If the U.S. dollar decreases in
value relative to a foreign currency, a security denominated in that foreign currency will be worth more in U.S. dollars.&nbsp; A devaluation
of a currency by a country&rsquo;s government or banking authority will have a significant impact on the value of any investments denominated
in that currency.&nbsp; Costs are incurred in connection with conversions between currencies.</P>


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<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">The Trust may invest in securities and other instruments (including
loans) issued, guaranteed, or backed by sovereign or government entities. Economic data as reported by sovereign or government entities
and other issuers may be delayed, inaccurate or fraudulent. Many sovereign or government debt obligations may be rated below investment
grade. Any restructuring of a sovereign or government debt obligation held by the Trust will likely have a significant adverse effect
on the value of the obligation. In the event of default of a sovereign or government debt, the Trust may be unable to pursue legal action
against the issuer or secure collateral on the debt, as there are typically no assets to be seized or cash flows to be attached. Furthermore,
the willingness or ability of a sovereign or government entity to restructure defaulted debt may be limited. Therefore, losses on sovereign
or government defaults may far exceed the losses from the default of a similarly rated U.S. corporate debt issuer.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> Political events in foreign countries may cause market disruptions.
In June 2016, the United Kingdom (&ldquo;UK&rdquo;) voted in a referendum to leave the European Union (&ldquo;EU&rdquo;) (&ldquo;Brexit&rdquo;).
Effective January 31, 2020, the UK ceased to be a member of the EU and, following a transition period during which the EU and the UK Government
engaged in a series of negotiations regarding the terms of the UK&rsquo;s future relationship with the EU, the EU and the UK Government
signed an agreement on December 30, 2020 regarding the economic relationship between the UK and the EU. This agreement became effective
on a provisional basis on January 1, 2021 and entered into full force on May 1, 2021. There remains significant market uncertainty regarding
Brexit&rsquo;s ramifications, and the range and potential implications of the possible political, regulatory, economic, and market outcomes
in the UK, EU and beyond are difficult to predict. The end of the Brexit transition period may cause greater market volatility and illiquidity,
currency fluctuations, deterioration in economic activity, a decrease in business confidence, and an increased likelihood of a recession
in the UK. If one or more additional countries leave the EU or the EU dissolves, the world&rsquo;s securities markets likely will be significantly
disrupted </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>Corporate
Bonds and Other Debt Securities.</B></FONT> The Trust may invest in a wide variety of bonds, debentures and similar debt securities of
varying maturities and durations issued by corporations and other business entities, including limited liability companies. Debt securities
in which the Trust may invest may pay fixed or variable rates of interest. Bonds and other debt securities generally are issued by corporations
and other issuers to borrow money from investors. The issuer pays the investor a fixed or variable rate of interest and normally must
repay the amount borrowed on or before maturity. Certain debt securities are &ldquo;perpetual&rdquo; in that they have no maturity date.
The Trust may invest in bonds and other debt securities of any quality. As discussed below, Non-Investment Grade Bonds, commonly known
as &ldquo;junk bonds,&rdquo; are considered to be predominantly speculative in nature because of the credit risk of the issuers.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>Non-Investment
Grade Bonds.</B></FONT> As indicated above, Non-Investment Grade Bonds are those rated lower than investment grade (i.e., bonds rated
lower than Baa3 by Moody&rsquo;s and lower than BBB- by S&amp;P and Fitch) or are unrated and of comparable quality as determined by the
Adviser. Non-Investment Grade Bonds rated BB and Ba have speculative characteristics, while lower rated Non-Investment Grade Bonds are
predominantly speculative.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">The Trust may hold securities that are unrated or in the lowest rating
categories (rated C by Moody&rsquo;s or D by S&amp;P or Fitch). Bonds rated C by Moody&rsquo;s are regarded as having extremely poor prospects
of ever attaining any real investment standing. Bonds rated D by S&amp;P or Fitch are in payment default or a bankruptcy petition has
been filed and debt service payments are jeopardized. In order to enforce its rights with defaulted securities, the Trust may be required
to retain legal counsel and/or a financial adviser. This may increase the Trust&rsquo;s operating expenses and adversely affect net asset
value.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">The credit quality of most securities held by the Trust reflects a greater
than average possibility that adverse changes in the financial condition of an issuer, or in general economic conditions, or both, may
impair the ability of the issuer to make payments of interest and principal. The inability (or perceived inability) of issuers to make
timely payment of interest and principal would likely make the values of securities held by the Trust more volatile and could limit the
Trust&rsquo;s ability to sell its securities at favorable prices. In the absence of a liquid trading market for securities held by it,
the Trust may have difficulties determining the fair market value of such securities.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> Because of the greater number of investment considerations involved
in investing in investments that receive lower ratings, investing in lower rated investments depends more on the Adviser&rsquo;s judgment
and analytical abilities than may be the case for investing in investments with higher ratings. While the Adviser will attempt to reduce
the risks of investing in lower rated or unrated securities through, among other things, active portfolio management, credit analysis
and attention to current developments and trends in the economy and the financial markets, there can be no assurance that the investment
adviser will be successful in doing so. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">Investments in obligations rated below investment grade and comparable
unrated securities (sometimes referred to as &ldquo;junk&rdquo;) generally entail greater economic, credit and liquidity risks than investment
grade securities. Lower rated investments have speculative characteristics because of the credit risk associated with their issuers. Changes
in economic conditions or other circumstances typically have a greater effect on the ability of issuers of lower rated investments to
make principal and interest payments than they do on issuers of higher rated investments. An economic downturn generally leads to a higher
non-payment rate, and a lower rated investment may lose significant value before a default occurs. Lower rated investments generally are
subject to greater price volatility and illiquidity than higher rated investments.</P>


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<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">The Trust&rsquo;s high yield securities may have fixed or variable principal
payments and all types of interest rate and dividend payment and reset terms, including fixed rate, adjustable rate, zero coupon, contingent,
deferred, and payment in kind features.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>Convertible
Securities</B></FONT><B><FONT STYLE="font-family: NewsGoth Lt BT,sans-serif">.</FONT></B> The Trust may invest in 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.&nbsp; 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.&nbsp; Before conversion, convertible
securities have characteristics similar to nonconvertible income securities. The Trust may invest in convertible securities of any rating.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">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.&nbsp; Certain convertible securities
may include loss absorption characteristics that make the securities more debt-like.&nbsp; This is particularly true of convertible securities
issued by companies in the financial services sector.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">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&rsquo;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&rsquo;s governing instrument.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>Government
Securities.</B></FONT> U.S. Government securities include (1) U.S. Treasury obligations, which differ in their interest rates, maturities
and times of issuance: U.S. Treasury bills (maturities of one year or less), U.S. Treasury notes (maturities of one year to ten years)
and U.S. Treasury bonds (generally maturities of greater than ten years) and (2) obligations issued or guaranteed by U.S. Government agencies
and instrumentalities that are supported by any of the following: (a) the full faith and credit of the U.S. Treasury, (b) the right of
the issuer to borrow an amount limited to a specific line of credit from the U.S. Treasury, (c) discretionary authority of the U.S. Government
to purchase certain obligations of the U.S. Government agency or instrumentality or (d) the credit of the agency or instrumentality. The
Trust may also invest in any other security or agreement collateralized or otherwise secured by U.S. Government securities. Agencies and
instrumentalities of the U.S. Government include but are not limited to: Federal Land Banks, Federal Financing Banks, Banks for Cooperatives,
Federal Intermediate Credit Banks, Farm Credit Banks, Federal Home Loan Banks, Federal Home Loan Mortgage Corporation, Federal National
Mortgage Association, Government National Mortgage Association, Student Loan Marketing Association, United States Postal Service, Small
Business Administration, Tennessee Valley Authority and any other enterprise established or sponsored by the U.S. Government. Because
the U.S. Government generally is not obligated to provide support to its instrumentalities, the Trust will invest in obligations issued
by these instrumentalities only if the Adviser determines that the credit risk with respect to such obligations is minimal.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">The principal of and/or interest on certain U.S. Government securities
which may be purchased by the Trust could be (a) payable in foreign currencies rather than U.S. dollars or (b) increased or diminished
as a result of changes in the value of the U.S. dollar relative to the value of foreign currencies. The value of such portfolio securities
may be affected favorably by changes in the exchange rate between foreign currencies and the U.S. dollar.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">Because of their high credit quality and market liquidity, U.S. Treasury
and Agency Securities generally provide a lower current return than obligations of other issuers. While the U.S. Government has provided
financial support to Fannie Mae and Freddie Mac in the past, but there can be no assurance that it will support these or other government-sponsored
enterprises in the future.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>Commercial
Paper.</B></FONT> Commercial paper represents short-term unsecured promissory notes issued in bearer form by corporations such as banks
or bank holding companies and finance companies. The rate of return on commercial paper may be linked or indexed to the level of exchange
rates between the U.S. dollar and a foreign currency or currencies.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>Forward Commitments
and When-Issued Securities.</B></FONT> The Trust may purchase securities on a &ldquo;forward commitment&rdquo; or &ldquo;when-issued&rdquo;
basis (meaning securities are purchased or sold with payment and delivery taking place in the future). In such a transaction, the Trust
is securing what is considered to be an advantageous price and yield at the time of entering into the transaction.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">The yield on a comparable security when the transaction is consummated
may vary from the yield on the security at the time that the forward commitment or when-issued transaction was made. From the time of
entering into the transaction until delivery and payment is made at a later date, the securities that are the subject of the transaction
are subject to market fluctuations. In forward commitment or when-issued transactions, if the seller or buyer, as the case may be, fails
to consummate the transaction, the counterparty may miss the opportunity of obtaining a price or yield considered to be advantageous.
Forward commitment or when-issued transactions may be expected to occur a month or more before delivery is due. No payment or delivery
is made, however, until payment is received or delivery is made from the other party to the transaction. These transactions may create
leverage in the Trust.</P>


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<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>Restricted
Securities.</B></FONT> Securities held by the Trust may be legally restricted as to resale (such as those issued in private placements),
including commercial paper issued pursuant to Section 4(a)(2) of the 1933 Act and securities eligible for resale pursuant to Rule 144A
thereunder, and securities of U.S. and non- U.S. issuers initially offered and sold outside the United States pursuant to Regulation S
thereunder. Restricted securities may not be listed on an exchange and may have no active trading market. The Trust may incur additional
expense when disposing of restricted securities, including all or a portion of the cost to register the securities. The Trust also may
acquire securities through private placements under which it may agree to contractual restrictions on the resale of such securities that
are in addition to applicable legal restrictions. In addition, if the Adviser receives material non-public information about the issuer,
the Trust may as a result be unable to sell the securities.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">Restricted securities may be difficult to value properly and may involve
greater risks than securities that are not subject to restrictions on resale. It may be difficult to sell restricted securities at a price
representing fair value until such time as the securities may be sold publicly. Under adverse market or economic conditions or in the
event of adverse changes in the financial condition of the issuer, the Trust could find it more difficult to sell such securities when
the Adviser believes it advisable to do so or may be able to sell such securities only at prices lower than if such securities were more
widely held. Holdings of restricted securities may increase the level of Trust illiquidity if eligible buyers become uninterested in purchasing
them. Restricted securities may involve a high degree of business and financial risk, which may result in substantial losses.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> <FONT STYLE="font-style: normal"><B>Illiquid Investments.</B> <FONT STYLE="font-weight: normal">The
Trust may invest without limitation in Senior Loans and other investments for which there is no readily available trading market or are
otherwise illiquid. It may be difficult to sell illiquid investments at a price representing their fair value until such time as such
investments may be sold publicly. Where registration is required, a considerable period may elapse between a decision by the Trust to
sell the investments and the time when it would be permitted to sell. Thus, the Trust may not be able to obtain as favorable a price
as that prevailing at the time of the decision to sell. The Trust may also acquire investments through private placements under which
it may agree to contractual restrictions on the resale of such investments. Such restrictions might prevent their sale at a time when
such sale would otherwise be desirable.</FONT></FONT> </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> At times, a portion of the Trust&rsquo;s assets may be invested in
investments as to which the Trust, by itself or together with other accounts managed by the Adviser and its affiliates, holds a major
portion or all of such investments. Under adverse market or economic conditions or in the event of adverse changes in the financial condition
of the issuer, the Trust could find it more difficult to sell such investments when the Adviser believes it advisable to do so or may
be able to sell such investments only at prices lower than if such investments were more widely held. It may also be more difficult to
determine the fair value of such investments for purposes of computing the Trust&rsquo;s net asset value. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>Equity Securities.</B></FONT>
Equity securities include: common stocks; preferred stocks, including convertible and contingent convertible preferred stocks; equity
interests in trusts, partnerships, joint ventures and other unincorporated entities or enterprises; depositary receipts, rights and warrants
in underlying equity interests; and other securities that are treated as equity for U.S. federal income tax purposes. The Trust cannot
predict the income it might receive from equity securities because issuers generally have discretion as to the payment of any dividends
or distributions.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">The value of equity securities and related instruments may decline in
response to adverse changes in the economy or the economic outlook; deterioration in investor sentiment; interest rate, currency, and
commodity price fluctuations; adverse geopolitical, social or environmental developments; issuer- and sector-specific considerations;
and other factors. Market conditions may affect certain types of stocks to a greater extent than other types of stocks. &nbsp;Although
stock prices can rebound, there is no assurance that values will return to previous levels.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>Pooled Investment
Vehicles.</B></FONT> Pooled investment vehicles include other open-end or closed-end investment companies affiliated or unaffiliated with
the investment adviser, exchange-traded funds and other collective investment pools in accordance with the requirements of the 1940 Act.
Closed-end investment company securities are usually traded on an exchange. The demand for a closed-end fund&rsquo;s securities is independent
of the demand for the underlying portfolio assets, and accordingly, such securities can trade at a discount from, or a premium over, their
net asset value. The Trust generally will indirectly bear its proportionate share of any management fees paid by a pooled investment vehicle
in which it invests in addition to the investment advisory fee paid by the Trust.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>Warrants.</B></FONT>
Equity warrants are securities that give the holder the right, but not the obligation, to subscribe for equity issues of the issuing company
or a related company at a fixed price either on a certain date or during a set period. Changes in the value of a warrant do not necessarily
correspond to changes in the value of its underlying security. The price of a warrant may be more volatile than the price of its underlying
security, and a warrant may offer greater potential for capital appreciation as well as capital loss. Warrants do not entitle a holder
to dividends or voting rights with respect to the underlying security and do not represent any rights in the assets of the issuing company.
A warrant ceases to have value if it is not exercised prior to its expiration date. These factors can make warrants more speculative than
other types of investments. The sale of a warrant results in a long or short term capital gain or loss depending on the period for which
a warrant is held.</P>


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<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>Cash and
Money Market Instruments</B></FONT>. The Trust may invest in cash or money market instruments, including high quality short-term instruments
or an affiliated investment company that invests in such instruments. During unusual market conditions, the Trust may invest up to 100%
of its assets in cash or money market instruments temporarily, which may be inconsistent with its investment objective(s) and other policies.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">Money market instruments may be adversely affected by market and economic
events, such as a sharp rise in prevailing short-term interest rates; adverse developments in the banking industry, which issues or guarantees
many money market instruments; adverse economic, political or other developments affecting issuers of money market instruments; changes
in the credit quality of issuers; and default by a counterparty.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>Derivatives.</B></FONT>
Generally, derivatives can be characterized as financial instruments whose performance is derived at least in part from the performance
of an underlying reference instrument. Derivative instruments may be acquired in the United States or abroad consistent with the Trust&rsquo;s
investment strategy and may include the various types of exchange-traded and over-the-counter (&ldquo;OTC&rdquo;) instruments described
herein and other instruments with substantially similar characteristics and risks. Trust obligations created pursuant to derivative instruments
may give rise to leverage, which would subject the Trust to the requirements described under &ldquo;Asset Coverage&rdquo; in the Trust&rsquo;s
SAI. The Trust may invest in a derivative transaction if it is permitted to own, invest in, or otherwise have economic exposure to the
reference instrument. Depending on the type of derivative instrument and the Trust&rsquo;s investment strategy, a reference instrument
could be a security, instrument, index, currency, commodity, economic indicator or event (&ldquo;reference instruments&rdquo;). As described
more specifically below, the Trust may purchase or sell derivative instruments (which are instruments that derive their value from another
instrument, security or index) to seek to hedge against fluctuations in securities prices or interest rates or for the purpose of leveraging
the Trust. The Trust&rsquo;s transactions in derivatives instruments may include the purchase or sale of futures contracts on securities,
indices and other financial instruments, credit-linked notes, tranches of collateralized loan obligations and/or collateralized debt obligations,
options on futures contracts, forward foreign currency contracts, and exchange-traded and over-the-counter options on securities or indices,
index-linked securities, and interest rate, total return and credit default swaps. The Trust may trade in the specific type(s) and/or
combinations of derivative transactions listed below.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">Derivative instruments are subject to a number of risks, including adverse
or unexpected movements in the price of the reference instrument, and counterparty, credit, interest rate, liquidity, market, tax and
leverage risks. In addition, derivatives also involve the risk that changes in their value may not correlate perfectly with the assets,
rates, indices or instruments they are designed to hedge or closely track. Use of derivative instruments may cause the realization of
higher amounts of short-term capital gains (generally taxed at ordinary income tax rates) than if such instruments had not been used.
Success in using derivative instruments to hedge portfolio assets depends on the degree of price correlation between the derivative instruments
and the hedged asset. Imperfect correlation may be caused by several factors, including temporary price disparities among the trading
markets for the derivative instrument, the reference instrument and the Trust&rsquo;s assets. To the extent that a derivative instrument
is intended to hedge against an event that does not occur, the Trust may realize losses.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">OTC derivative instruments involve an additional risk in that the issuer
or counterparty may fail to perform its contractual obligations. Some derivative instruments are not readily marketable or may become
illiquid under adverse market conditions. In addition, during periods of market volatility, an option or commodity exchange or swap execution
facility or clearinghouse may suspend or limit trading in an exchange-traded derivative instrument, which may make the contract temporarily
illiquid and difficult to price. Commodity exchanges may also establish daily limits on the amount that the price of a futures contract
or futures option can vary from the previous day&rsquo;s settlement price. Once the daily limit is reached, no trades may be made that
day at a price beyond the limit. This may prevent the closing out of positions to limit losses. The ability to terminate OTC derivative
instruments may depend on the cooperation of the counterparties to such contracts. For thinly traded derivative instruments, the only
source of price quotations may be the selling dealer or counterparty. In addition, certain provisions of the Internal Revenue Code of
1986, as amended (the &ldquo;Code&rdquo;), limit the use of derivative instruments. Derivatives permit the Trust to increase or decrease
the level of risk, or change the character of the risk, to which its portfolio is exposed in much the same way as the Trust can increase
or decrease the level of risk, or change the character of the risk, of its portfolio by making investments in specific securities. There
can be no assurance that the use of derivative instruments will benefit the Trust.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> The U.S. and non-U.S. derivatives markets have undergone substantial
changes in recent years as a result of changes under the Dodd-Frank Wall Street Reform and Consumer Protection Act (the &ldquo;Dodd-Frank
Act&rdquo;) in the United States and regulatory changes in Europe, Asia and other non-U.S. jurisdictions. In particular, the Dodd-Frank
Act and related regulations require many derivatives to be cleared and traded on an exchange, expand entity registration requirements,
impose business conduct requirements on counterparties, and impose other regulatory requirements that will continue to change derivatives
markets as regulations are implemented. As of October 28, 2020, the SEC has adopted new regulations that may significantly alter the Trust&rsquo;s
regulatory obligations with regard to its derivatives usage. In particular, the new regulations will, upon implementation, eliminate the
current asset segregation framework for covering derivatives and certain other financial instruments, impose new responsibilities on the
Board and establish new reporting and recordkeeping requirements for the Trust and may, depending on the extent to which the Trust uses
derivatives, impose </P>


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<P STYLE="font: normal 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> value at risk limitations on the Trust&rsquo;s use of derivatives,
and require the Trust&rsquo;s Board to adopt a derivative risk management program. The implementation of these requirements may limit
the ability of the Trust to use derivative instruments as part of its investment strategy, increase the costs of using these instruments
or make them less effective. <FONT STYLE="font: normal 10pt Arial, Helvetica, Sans-Serif">Additional
future regulation of the derivatives markets may make the use of derivatives more costly, may limit the availability or reduce the liquidity
of derivatives, and may impose limits or restrictions on the counterparties with which the Trust engages in derivative transactions.
Trust management cannot predict the effects of any new governmental regulation that may be implemented, and there can be no assurance
that any new government regulation will not adversely affect the Trust&rsquo;s performance or ability to achieve its investment objective.</FONT> </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0 3pt 0.25in"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B><I>Futures
Contracts.</I></B></FONT> Futures are standardized, exchange-traded contracts. Futures contracts on securities obligate a purchaser to
take delivery, and a seller to make delivery, of a specific amount of the financial instrument called for in the contract at a specified
future date at a specified price. An index futures contract obligates the purchaser to take, and a seller to deliver, an amount of cash
equal to a specific dollar amount times the difference between the value of a specific index at the close of the last trading day of the
contract and the price at which the agreement is made. No physical delivery of the underlying securities in the index is made. It is the
practice of holders of futures contracts to close out their positions on or before the expiration date by use of offsetting contract positions,
and physical delivery of financial instruments or delivery of cash, as applicable, is thereby avoided. An option on a futures contract
gives the holder the right to enter into a specified futures contract.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0 3pt 0.25in"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B><I>Credit-Linked
Notes.</I></B></FONT> The Trust may invest in credit-linked notes (&ldquo;CLN&rdquo;) for risk management purposes, including diversification.
A CLN is a type of hybrid instrument in which a special purpose entity issues a structured note (the &ldquo;note issuer&rdquo;) with respect
to which the reference instrument is a single bond, a portfolio of bonds or the unsecured credit of an issuer, in general (each a &ldquo;reference
credit&rdquo;). The purchaser of the CLN (the &ldquo;note purchaser&rdquo;) invests a par amount and receives a payment during the term
of the CLN that equals a fixed or floating rate of interest equivalent to a high-rated funded asset (such as a bank certificate of deposit)
plus an additional premium that relates to taking on the credit risk of the reference credit. Upon maturity of the CLN, the note purchaser
will receive a payment equal to: (i) the original par amount paid to the note issuer, if there is no occurrence of a designated event
of default, restructuring or other credit event (each a &ldquo;credit event&rdquo;) with respect to the issuer of the reference credit;
or (ii) the market value of the reference credit, if a credit event has occurred. Depending upon the terms of the CLN, it is also possible
that the note purchaser may be required to take physical delivery of the reference credit in the event of credit event. Most CLNs use
a corporate bond (or a portfolio of corporate bonds) as the reference credit. However, almost any type of fixed-income security (including
foreign government securities), index or derivative contract (such as a credit default swap) can be used as the reference credit.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>Swaps.</B></FONT>
Swap contracts may be purchased or sold to hedge against fluctuations in securities prices, interest rates or market conditions, to change
the duration of the overall portfolio, or to mitigate default risk. In a standard &ldquo;swap&rdquo; transaction, two parties agree to
exchange the returns (or differentials in rates of return) to be exchanged or &ldquo;swapped&rdquo; between the parties, which returns
are calculated with respect to a &ldquo;notional amount,&rdquo; i.e., the return on or increase in value of a particular dollar amount
invested at a particular interest rate or in a &ldquo;basket&rdquo; of securities representing a particular index.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0 3pt 0.25in"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><I>Interest
Rate Swaps.</I></FONT> The Trust will enter into interest rate and total return swaps only on a net basis, i.e., the two payment streams
are netted out, with the Trust receiving or paying, as the case may be, only the net amount of the two payments. Interest rate swaps involve
the exchange by the Trust with another party of their respective commitments to pay or receive interest (e.g., an exchange of fixed rate
payments for floating-rate payments). The Trust will only enter into interest rate swaps on a net basis. If the other party to an interest
rate swap defaults, the Trust&rsquo;s risk of loss consists of the net amount of payments that the Trust is contractually entitled to
receive. The net amount of the excess, if any, of the Trust&rsquo;s obligations over its entitlements will be maintained in a segregated
account by the Trust&rsquo;s custodian. The Trust will not enter into any interest rate swap unless the claims-paying ability of the other
party thereto is considered to be investment grade by the Adviser. If there is a default by the other party to such a transaction, the
Trust will have contractual remedies pursuant to the agreements related to the transaction. These instruments are traded in the over-the-counter
market.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0 3pt 0.25in">The Trust may use interest rate swaps for risk management
purposes only and not as a speculative investment and would typically use interest rate swaps to shorten the average interest rate reset
time of the Trust&rsquo;s holdings. Interest rate swaps involve the exchange by the Trust with another party of their respective commitments
to pay or receive interest (e.g., an exchange of fixed rate payments for floating-rate payments). The use of interest rate swaps is a
highly specialized activity which involves investment techniques and risks different from those associated with ordinary portfolio securities
transactions. If the Adviser is incorrect in its forecasts of market values, interest rates and other applicable factors, the investment
performance of the Trust would be unfavorably affected.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0 3pt 0.25in"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><I>Total
Return Swaps</I>.</FONT> As stated above, the Trust will enter into total return swaps only on a net basis. A total return swap is a
contract in which one party agrees to make periodic payments to another party based on the change in market value of a reference instrument
during the specified period, in return for periodic payments from the other party that are based on a fixed or variable interest rate
or the total return of the reference instrument or another reference instrument. Total return swap agreements may be used to obtain exposure
to a security or market without owning or taking physical custody of such security or investing directly in such market.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0 3pt 0.25in"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"></FONT></P>

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<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0 3pt 0.25in"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><I>Credit
Default Swaps.</I></FONT> The Trust may enter into credit default swap contracts for risk management purposes, including diversification.
When the Trust is the buyer of a credit default swap contract, the Trust is entitled to receive the par (or other agreed-upon) value of
a referenced debt obligation from the counterparty to the contract in the event of a default by a third party, such as a U.S. or foreign
corporate issuer, on the debt obligation. In return, the Trust would pay the counterparty a periodic stream of payments over the term
of the contract provided that no event of default has occurred. If no default occurs, the Trust would have spent the stream of payments
and received no benefit from the contract. When the Trust is the seller of a credit default swap contract, it receives the stream of payments,
but is obligated to pay upon default of the referenced debt obligation. As the seller, the Trust would effectively add leverage to its
portfolio because, in addition to its total net assets, the Trust would be subject to investment exposure on the notional amount of the
swap. These transactions involve certain risks, including the risk that the seller may be unable to fulfill the transaction.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0 3pt 0.25in">Credit default swap agreements (&ldquo;CDS&rdquo;) enable
the Trust to buy or sell credit protection on an individual issuer or basket of issuers (i.e., the reference instrument). The Trust may
enter into CDS to gain or short exposure to a reference instrument. Long CDS positions are utilized to gain exposure to a reference instrument
(similar to buying the instrument) and are akin to selling insurance on the instrument. Short CDS positions are utilized to short exposure
to a reference instrument (similar to shorting the instrument) and are akin to buying insurance on the instrument.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0 3pt 0.25in">Under a CDS, the protection &ldquo;buyer&rdquo; in a credit
default contract is generally obligated to pay the protection &ldquo;seller&rdquo; an upfront or a periodic stream of payments over the
term of the contract, provided that no credit event, such as a default, on a reference instrument has occurred. If a credit event occurs,
the seller generally must pay the buyer the &ldquo;par value&rdquo; (full notional value) of the reference instrument in exchange for
an equal face amount of the reference instrument described in the swap, or the seller may be required to deliver the related net cash
amount, if the swap is cash settled. If the Trust is a buyer and no credit event occurs, the Trust may recover nothing if the swap is
held through its termination date. As a seller, the Trust generally receives an upfront payment or a fixed rate of income throughout the
term of the swap provided that there is no credit event. The Trust&rsquo;s obligations under a CDS will be accrued daily (offset against
any amounts owed to the Trust).</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0 3pt 0.25in">In response to market events, federal and certain state regulators
have proposed regulation of the CDS market. These regulations may limit the Trust&rsquo;s ability to use CDS and/or the benefits of CDS.
CDS may be difficult to value and generally pay a return to the party that has paid the premium only in the event of an actual default
by the issuer of the underlying obligation (as opposed to a credit downgrade or other indication of financial difficulty). The Trust may
have difficulty, be unable or may incur additional costs to acquire any securities or instruments it is required to deliver under a CDS.
The Trust may have limited ability to eliminate its exposure under a CDS either by assignment or other disposition, or by entering into
an offsetting swap agreement. The Trust also may have limited ability to eliminate its exposure under a CDS if the reference instrument
has declined in value.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>Futures and
Options on Futures.</B></FONT> The Trust may purchase and sell various kinds of financial futures contracts and options thereon to seek
to hedge against changes in interest rates or for other risk management purposes. Futures contracts may be based on various debt securities
and securities indices. Such transactions involve a risk of loss or depreciation due to unanticipated adverse changes in securities prices,
which may exceed the Trust&rsquo;s initial investment in these contracts. The Trust will only purchase or sell futures contracts or related
options in compliance with the rules of the CFTC. These transactions involve transaction costs. There can be no assurance that Eaton Vance&rsquo;s
use of futures will be advantageous to the Trust. Rating Agency guidelines on any preferred shares issued by the Trust, including APS,
may limit use of these transactions.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>Options.</B></FONT>
Options may be traded on an exchange and OTC. By buying a put option on a particular instrument, the Trust acquires a right to sell the
underlying instrument at the exercise price. By buying a put option on an index, the Trust acquires a right to receive the cash difference
between the strike price of the option and the index price at expiration. A purchased put position also typically can be sold at any time
by selling at prevailing market prices. Purchased put options generally are expected to limit the Trust's risk of loss through a decline
in the market value of the underlying security or index until the put option expires. When buying a put, the Trust pays a premium to the
seller of the option. If the price of the underlying security or index is above the exercise price of the option as of the option valuation
date, the option expires worthless and the Trust will not be able to recover the option premium paid to the seller. The Trust may purchase
uncovered put options on securities, meaning it will not own the securities underlying the option.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">The Trust may also write (i.e., sell) put options. The Trust will receive
a premium for selling a put option, which may increase the Trust's return. In selling a put option on a security, the Trust has the obligation
to buy the security at an agreed upon price if the price of such instrument decreases below the exercise price. By selling a put option
on an index, the Trust has an obligation to make a payment to the buyer to the extent that the value of the index decreases below the
exercise price as of the option valuation date. If the value of the underlying security or index on the option&rsquo;s expiration date
is above the exercise price, the option will generally expire worthless and the Trust, as option seller, will have no obligation to the
option holder.</P>


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<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">The Trust may purchase call options. By purchasing a call option on
a security, the Trust has the right to buy the security at the option&rsquo;s exercise price. By buying a call option on an index, the
Trust acquires the right to receive the cash difference between the market price of the index and strike price at expiration. Call options
typically can be exercised any time prior to option maturity or, sold at the prevailing market price.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">The Trust may also write (i.e., sell) a call option on a security or
index in return for a premium. A call written on a security obligates the Trust to deliver the underlying security at the option exercise
price. Written index call options obligate the Trust to make a cash payment to the buyer at expiration if the market price of the index
is above the option strike price. Calls typically can also be bought back by the Trust at prevailing market prices and the Trust also
may enter into closing purchase transactions with respect to written call options.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">The Trust&rsquo;s options positions are marked to market daily. The
value of options is affected by changes in the value and dividend rates of their underlying instruments, changes in interest rates, changes
in the actual or perceived volatility of the relevant index or market and the remaining time to the options&rsquo; expiration, as well
as trading conditions in the options market. The hours of trading for options may not conform to the hours during which the underlying
instruments are traded. To the extent that the options markets close before markets for the underlying instruments, significant price
and rate movements can take place in the markets that would not be reflected concurrently in the options markets.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">The Trust's ability to sell the instrument underlying a call option
may be limited while the option is in effect unless the Trust enters into a closing purchase transaction. Uncovered call options have
speculative characteristics and are riskier than covered call options because there is no underlying instrument held by the Trust that
can act as a partial hedge. As the seller of a covered call option or an index call option, the Trust may forego, during the option&rsquo;s
life, the opportunity to profit from increases in the market value of the underlying instrument covering the call option above the sum
of the premium received by the Trust and the exercise price of the call. The Trust also retains the risk of loss, minus the option premium
received, should the price of the underlying instrument decline.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">Participants in OTC markets are typically not subject to the same credit
evaluation and regulatory oversight as are members of &ldquo;exchange-based&rdquo; markets. OTC option contracts generally carry greater
liquidity risk than exchange-traded contracts. This risk may be increased in times of financial stress, if the trading market for OTC
options becomes restricted. The ability of the Trust to transact business with any one or a number of counterparties may increase the
potential for losses to the Trust, due to the lack of any independent evaluation of the counterparties or their financial capabilities,
and the absence of a regulated market to facilitate settlement of the options.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> <FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>Forward
Foreign Currency Exchange Contracts.</B></FONT> A forward foreign currency exchange contract (&ldquo;currency forward&rdquo;) involves
an obligation to purchase or sell a specific currency at a future date, which may be any fixed number of days from the date of the contract
agreed upon by the parties, at a price set at the time of the contract. These contracts may be bought or sold to protect against an adverse
change in the relationship between currencies or to increase exposure to a particular foreign currency. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> Certain currency forwards may be individually negotiated and privately
traded, exposing them to credit and counterparty risks. The precise matching of the currency forward amounts and the value of the instruments
denominated in the corresponding currencies will not generally be possible because the future value of such securities in foreign currencies
will change as a consequence of market movements in the value of those securities between the date on which the contract is entered into
and the date it matures. There is additional risk that the use of currency forwards may reduce or preclude the opportunity for gain if
the value of the currency should move in the direction opposite to the position taken and that currency forwards may create exposure to
currencies in which the Trust&rsquo;s securities are not denominated. In addition, it may not be possible to hedge against long-term currency
changes. Currency forwards are subject to the risk of political and economic factors applicable to the countries issuing the underlying
currencies. Furthermore, unlike trading in most other types of instruments, there is no systematic reporting of last sale information
with respect to the foreign currencies underlying currency forwards. As a result, available information may not be complete. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>Counterparty
Risk.</B></FONT> A financial institution or other counterparty with whom the Trust does business (such as trading or as a derivatives
counterparty), or that underwrites, distributes or guarantees any instruments that the Trust owns or is otherwise exposed to, may decline
in financial condition and become unable to honor its commitments. This could cause the value of Trust shares to decline or could delay
the return or delivery of collateral or other assets to the Trust. Counterparty risk is increased for contracts with longer maturities.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>Securities
Lending.</B></FONT> The Trust may lend its portfolio securities to broker-dealers and other institutional borrowers. During the existence
of a loan, the Trust will continue to receive the equivalent of the interest paid by the issuer on the securities loaned, or all or a
portion of the interest on investment of the collateral, if any. The Trust may pay lending fees to such borrowers. Loans will only be
made to firms that have been approved by the investment adviser, and the investment adviser or the securities lending agent will periodically
monitor the financial condition of such firms while such loans are outstanding. Securities loans will only be made when the investment
adviser believes that the expected returns, net of expenses, justify the attendant risks. Securities loans currently are required to be
secured continuously by collateral in cash, cash equivalents (such as money market instruments) or other liquid securities held by the
custodian and maintained in an amount at least equal to the market value of the securities loaned. The Trust may engage in</P>


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<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">securities lending to generate income. Upon return of the loaned securities,
the Trust would be required to return the related collateral to the borrower and may be required to liquidate portfolio securities in
order to do so. The Trust may lend up to one-third of the value of its total assets or such other amount as may be permitted by law.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">As with other extensions of credit, there are risks of delay in recovery
or even loss of rights in the securities loaned if the borrower of the securities fails financially. To the extent that the portfolio
securities acquired with such collateral have decreased in value, it may result in the Trust realizing a loss at a time when it would
not otherwise do so. As such, securities lending may introduce leverage into the Trust. The Trust also may incur losses if the returns
on securities that it acquires with cash collateral are less than the applicable rebate rates paid to borrowers and related administrative
costs.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>Borrowings.</B></FONT>
The Trust may borrow money to the extent permitted under the 1940 Act as interpreted, modified or otherwise permitted by the regulatory
authority having jurisdiction. Under the 1940 Act, the Trust is not permitted to incur indebtedness, including through the issuance of
debt securities, unless immediately thereafter the total asset value of the Trust&rsquo;s portfolio is at least 300% of the liquidation
value of the outstanding indebtedness (i.e., such liquidation value may not exceed 33 1/3% of the Trust&rsquo;s total assets). The Trust
may also borrow money for temporary administrative purposes.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> The Trust has entered into a Revolving Credit and Security Agreement
(the &ldquo;Agreement&rdquo;) with conduit lenders and a bank to allow it to borrow up to $125 million. The proceeds of which were used
to invest in accordance with the Trust&rsquo;s investment practices and to partially redeem the Trust&rsquo;s APS. Borrowings under the
Agreement are secured by the assets of the Trust. Interest is charged at a rate above the conduits&rsquo; commercial paper issuance rate
and is payable monthly. Under the terms of the Agreement, in effect through March 7, 2022, the Trust also pays a program fee of 0.90%
(0.85% prior to March 8, 2021) per annum on its outstanding borrowings to administer the facility and a liquidity fee of 0.15% (0.25%
if the outstanding loan amount is less than or equal to 60% of the total facility size) per annum on the unused portion of the total commitment
under the Agreement. Program and liquidity fees for the year ended June 30, 2021 totaled $960,163. In connection with the renewal of the
Agreement on March 8, 2021, the Trust paid upfront fees of $187,500, which is being amortized to interest expense over a period of one
year through March 7, 2022. The Trust is required to maintain certain net asset levels during the term of the Agreement. At June 30, 2021
the Trust had borrowings outstanding under the Agreement of $103 million at an interest rate of 0.14%. Based on the short-term nature
of the borrowings under the Agreement and the variable interest rate, the carrying amount of the borrowings at June 30, 2021 approximated
its fair value. For the year ended June 30, 2021 the average borrowings under the Agreement and the average interest rate (excluding fees)
were $106,720,548 and 0.21%, respectively. In addition, the credit facility may in the future be replaced or refinanced by one or more
credit facilities having substantially different terms or by the issuance of preferred shares or debt securities. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>Repurchase
Agreements.</B></FONT> The Trust may enter into repurchase agreements (the purchase of a security coupled with an agreement to resell
at a higher price) with respect to its permitted investments. A repurchase agreement is the purchase by the Trust of securities from a
counterparty in exchange for cash that is coupled with an agreement to resell those securities to the counterparty at a specified date
and price. Repurchase agreements maturing in more than seven days that the investment adviser believes may not be terminated within seven
days at approximately the amount at which the Trust has valued the agreements are considered illiquid securities. When a repurchase agreement
is entered into, the Trust typically receives securities with a value that equals or exceeds the repurchase price, including any accrued
interest earned on the agreement. The value of such securities will be marked to market daily, and cash or additional securities will
be exchanged between the parties as needed. Except in the case of a repurchase agreement entered into to settle a short sale, the value
of the securities delivered to the Trust will be at least equal to repurchase price during the term of the repurchase agreement. The terms
of a repurchase agreement entered into to settle a short sale may provide that the cash purchase price paid by the Trust is more than
the value of purchased securities that effectively collateralize the repurchase price payable by the counterparty. Since in such a transaction
the Trust normally will have used the purchased securities to settle the short sale, the Trust will segregate liquid assets equal to the
marked to market value of the purchased securities that it is obligated to return to the counterparty under the repurchase agreement.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">In the event of the insolvency of the counterparty to a repurchase agreement,
recovery of the repurchase price owed to the Trust may be delayed. In a repurchase agreement, such an insolvency may result in a loss
to the extent that the value of the purchased securities decreases during the delay or that value has otherwise not been maintained at
an amount equal to the repurchase price. Repurchase agreements may create leverage in the Trust.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>Reverse Repurchase
Agreements.</B></FONT> While the Trust has no current intention to enter into reverse repurchase agreements, the Trust reserves the right
to enter into reverse repurchase agreements in the future, at levels that may vary over time. Under a reverse repurchase agreement, the
Trust temporarily transfers possession of a portfolio instrument to another party, such as a bank or broker-dealer, in return for cash.
At the same time, the Trust agrees to repurchase the instrument at an agreed upon time and price, which reflects an interest payment.
The Trust may enter into such agreements when it is able to invest the cash acquired at a rate higher than the cost of the agreement,
which would increase earned income.</P>


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<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">In the event of the insolvency of the counterparty to a reverse repurchase
agreement, recovery of the securities sold by the Trust may be delayed. In a reverse repurchase agreement, the counterparty&rsquo;s insolvency
may result in a loss equal to the amount by which the value of the securities sold by the Trust exceeds the repurchase price payable by
the Trust.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">When the Trust enters into a reverse repurchase agreement, any fluctuations
in the market value of either the securities transferred to another party or the securities in which the proceeds may be invested would
affect the market value of the Trust&rsquo;s assets. As a result, such transactions may increase fluctuations in the market value of the
Trust&rsquo;s assets. While there is a risk that large fluctuations in the market value of the Trust&rsquo;s assets could affect net asset
value, this risk is not significantly increased by entering into reverse repurchase agreements, in the opinion of the Adviser. Because
reverse repurchase agreements may be considered to be the practical equivalent of borrowing funds, they constitute a form of leverage.
The SEC views reverse repurchase transactions as collateralized borrowings by a fund. Such agreements will be treated as subject to investment
restrictions regarding &ldquo;borrowings.&rdquo; If the Trust reinvests the proceeds of a reverse repurchase agreement at a rate lower
than the cost of the agreement, entering into the agreement will lower the Trust&rsquo;s yield.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> <FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>Research
Process.&nbsp;&nbsp;</B></FONT>The Trust&rsquo;s portfolio management utilizes the information provided by, and the expertise of, the
research staff of the investment adviser and/or certain of its affiliates in making investment decisions. As part of the research process,
portfolio management may consider financially material environmental, social and governance (&ldquo;ESG&rdquo;) factors. Such factors,
alongside other relevant factors, may be taken into account in the Trust&rsquo;s securities selection process. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>Temporary
Investments.</B></FONT> During unusual market conditions, the Trust may invest up to 100% of its assets in cash or cash equivalents temporarily,
which may be inconsistent with its investment objectives, principal strategies and other policies. Cash equivalents are highly liquid,
short-term securities such as commercial paper, time deposits, certificates of deposit, short-term notes and short-term U.S. government
obligations. In moving to a substantial temporary investments position and in transitioning from such a position back into conformity
with the Trust&rsquo;s normal investment policies, the Trust may incur transaction costs that would not be incurred if the Trust had remained
fully invested in accordance with such normal policies. The Trust&rsquo;s investment in such temporary investments under unusual market
circumstances may not be in furtherance of the Trust&rsquo;s investment objectives.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> <FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>Portfolio
Turnover.</B></FONT> The Trust cannot accurately predict its portfolio turnover rate, but the annual turnover rate may exceed 100% (excluding
turnover of securities having a maturity of one year or less). A high turnover rate (100% or more) necessarily involves greater expenses
to the Trust. The portfolio turnover rate(s) for the Trust for the fiscal years ended June 30, 2021 and 2020 were 40% and 57%, respectively. </P>

<P STYLE="font: bold 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0">USE OF LEVERAGE AND RELATED RISKS</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> Generally, leverage involves the use of proceeds from the issuance
of preferred shares, borrowed funds or various financial instruments (such as derivatives) to seek to increase a trust&rsquo;s potential
returns. The Trust currently uses leverage created by issuing APS as well as by loans acquired with borrowings. The Trust currently uses
leverage created by issuing APS. On June 27, 2001, the Trust issued 2,200 Series A APS and 2,200 Series B APS, with a liquidation preference
per share of $25,000 plus accumulated but unpaid dividends. The APS have seniority over the Common Shares. On September 23, 2016, the
Trust repurchased 968 Series A APS and 968 Series B APS. On September 14, 2018, the Trust repurchased 480 Series A APS and 480 Series
B APS. In addition, in connection with this repurchase, the Trust increased its borrowing limits under its Revolving Credit and Security
Agreement, as amended (the &ldquo;Agreement&rdquo;) with conduit lenders and a bank to allow it to borrow up to $125 million. The proceeds
of which were used to invest in accordance with the Trust&rsquo;s investment practices and to partially redeem the Trust&rsquo;s APS.
Borrowings under the Agreement are secured by the assets of the Trust. Interest is charged at a rate above the conduits&rsquo; commercial
paper issuance rate and is payable monthly. Under the terms of the Agreement, in effect through March 7, 2022, the Trust also pays a program
fee of 0.90% (0.85% prior to March 8, 2021) per annum on its outstanding borrowings to administer the facility and a liquidity fee of
0.15% (0.25% if the outstanding loan amount is less than or equal to 60% of the total facility size) per annum on the unused portion of
the total commitment under the Agreement. Program and liquidity fees for the year ended June 30, 2021 totaled $960,163. In connection
with the renewal of the Agreement on March 8, 2021, the Trust paid upfront fees of $187,500, which is being amortized to interest expense
over a period of one year through March 7, 2022. The Trust is required to maintain certain net asset levels during the term of the Agreement.
As of June 30, 2021, the Trust had $103 million in outstanding borrowings, at an interest rate of 0.14%, in addition to outstanding APS.
The Adviser anticipates that the use of leverage (from such issuance of APS and any borrowings) may result in higher income to Common
Shareholders over time. Use of financial leverage creates an opportunity for increased income but, at the same time, creates special risks.
There can be no assurance that a leveraging strategy will be successful. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">The costs of the financial leverage program (from any issuance of preferred
shares and any borrowings) are borne by Common Shareholders and consequently result in a reduction of the NAV of Common Shares. During
periods in which the Trust is using leverage, the fees paid to Eaton Vance for investment advisory services will be higher than if the
Trust did not use leverage because the fees paid will be calculated on the basis of the Trust&rsquo;s gross assets, including proceeds
from the issuance of preferred shares and any borrowings. In this regard, holders of debt or preferred securities do not bear the investment
advisory fee. Rather, Common Shareholders bear the portion of the investment advisory fee attributable to the assets purchased with the
proceeds, which means that Common Shareholders effectively bear the entire advisory fee.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"></P>

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<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">Leverage creates risks for holders of the Common Shares, including the
likelihood of greater volatility of NAV and market price of the Common Shares. There is a risk that fluctuations in the distribution rates
on any outstanding preferred shares may adversely affect the return to the holders of the Common Shares. If the income from the investments
purchased with the proceeds of leverage is not sufficient to cover the cost of leverage, the return on the Trust will be less than if
leverage had not been used, and, therefore, the amount available for distribution to Common Shareholders will be reduced. The Adviser
in its best judgment nevertheless may determine to maintain the Trust&rsquo;s leveraged position if it deems such action to be appropriate
in the circumstances.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">Changes in the value of the Trust&rsquo;s investment portfolio (including
investments bought with the proceeds of leverage) will be borne entirely by the Common Shareholders. If there is a net decrease (or increase)
in the value of the Trust&rsquo;s investment portfolio, the leverage will decrease (or increase) the NAV per Common Share to a greater
extent than if the Trust were not leveraged. During periods in which the Trust is using leverage, the fees paid to Eaton Vance for investment
advisory services will be higher than if the Trust did not use leverage because the fees paid will be calculated on the basis of the Trust&rsquo;s
gross assets, including the proceeds from the issuance of preferred shares and any borrowings. As discussed under &ldquo;Description of
Capital Structure,&rdquo; the Trust&rsquo;s issuance of preferred shares may alter the voting power of Common Shareholders.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">Capital raised through leverage will be subject to distribution and/or
interest payments, which may exceed the income and appreciation on the assets purchased. The issuance of preferred shares involves offering
expenses and other costs and may limit the Trust&rsquo;s freedom to pay distributions on Common Shares or to engage in other activities.
The issuance of a class of preferred shares having priority over the Common Shares creates an opportunity for greater return per Common
Share, but at the same time such leveraging is a speculative technique that will increase the Trust&rsquo;s exposure to capital risk.
Unless the income and appreciation, if any, on assets acquired with offering proceeds exceed the cost of issuing additional classes of
securities (and other Trust expenses), the use of leverage will diminish the investment performance of the Common Shares compared with
what it would have been without leverage.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">The Trust is subject to certain restrictions on investments imposed
by guidelines of one or more Rating Agencies that issued ratings for preferred shares issued by the Trust. These guidelines impose asset
coverage or Trust composition requirements that are more stringent than those imposed on the Trust by the 1940 Act. These covenants or
guidelines do not currently and are not expected to impede Eaton Vance in managing the Trust&rsquo;s portfolio in accordance with its
investment objective and policies and it is not anticipated that they will so impede Eaton Vance in the future.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> Under the 1940 Act, the Trust is not permitted to issue preferred
shares unless immediately after such issuance the total asset value of the Trust&rsquo;s portfolio is at least 200% of the liquidation
value of the outstanding preferred shares plus the amount of any senior security representing indebtedness (i.e., such liquidation value
and amount of indebtedness may not exceed 50% of the Trust&rsquo;s total assets). In addition, the Trust is not permitted to declare any
cash distribution on its Common Shares unless, at the time of such declaration, the NAV of the Trust&rsquo;s portfolio (determined after
deducting the amount of such distribution) is at least 200% of such liquidation value plus amount of indebtedness. The Trust intends,
to the extent possible, to purchase or redeem preferred shares, from time to time, to maintain coverage of any preferred shares of at
least 200%. As of June 30, 2021, the outstanding APS and the outstanding borrowings represented 34.97% leverage, and there was an asset
coverage of the APS of 286%. Holders of preferred shares, voting as a class, shall be entitled to elect two of the Trust&rsquo;s Trustees.
The holders of both the Common Shares and the preferred shares (voting together as a single class with each share entitling its holder
to one vote) shall be entitled to elect the remaining Trustees of the Trust. In the event the Trust fails to pay distributions on its
preferred shares for two years, preferred shareholders would be entitled to elect a majority of the Trustees until the preferred distributions
in arrears are paid. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> Under the 1940 Act, the Trust is not permitted to incur indebtedness,
including through the issuance of debt securities, unless immediately thereafter the total asset value of the Trust&rsquo;s portfolio
is at least 300% of the liquidation value of the outstanding indebtedness (i.e., such liquidation value may not exceed 33 1/3% of the
Trust&rsquo;s total assets). In addition, the Trust is not permitted to declare any cash distribution on its Common Shares unless, at
the time of such declaration, the NAV of the Trust&rsquo;s portfolio (determined after deducting the amount of such distribution) is at
least 300% of such liquidation value. If the Trust borrows money or enters into a commercial paper program, the Trust intends, to the
extent possible, to retire outstanding debt, from time to time, to maintain coverage of any outstanding indebtedness of at least 300%.
As of June 30, 2021, there were $103 million in outstanding borrowings. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">To qualify for federal income taxation as a &ldquo;regulated
investment company,&rdquo; the Trust must distribute in each taxable year at least 90% of its net investment income (including net
interest income and net short-term gain). The Trust also will be required to distribute annually substantially all of its income and
capital gain, if any, to avoid imposition of a nondeductible 4% federal excise tax. If the Trust is precluded from making
distributions on the Common Shares because of any applicable asset coverage requirements, the terms of the preferred shares may
provide that any amounts so precluded from being distributed, but required to be distributed for the Trust to meet the distribution
requirements for qualification as a regulated investment company, will be paid to the holders of the preferred shares as a special
distribution. This distribution can be expected to decrease the amount that holders of preferred shares would be entitled to receive
upon redemption or liquidation of the shares.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"></P>

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<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">Successful use of a leveraging strategy may depend on the Adviser&rsquo;s
ability to predict correctly interest rates and market movements, and there is no assurance that a leveraging strategy will be successful
during any period in which it is employed.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> The following table is designed to illustrate the effect on the return
to a holder of the Common Shares of leverage in the amount of approximately 34.97% of the Trust&rsquo;s gross assets, assuming hypothetical
annual returns of the Trust&rsquo;s portfolio of minus 10% to plus 10%. As the table shows, leverage generally increases the return to
Common Shareholders when portfolio return is positive and greater than the cost of leverage and decreases the return when the portfolio
return is negative or less than the cost of leverage. The figures appearing in the table are hypothetical and actual returns may be greater
or less than those appearing in the table. </P>

<TABLE CELLSPACING="0" CELLPADDING="0" ALIGN="CENTER" STYLE="width: 80%; font: 9pt Arial Narrow, Helvetica, Sans-Serif; border-collapse: collapse">
  <TR STYLE="vertical-align: top">
    <TD STYLE="width: 51%; padding: 3pt 5.4pt 3pt 2.9pt; line-height: 10pt">Assumed Portfolio Return (Net of Expenses)</TD>
    <TD STYLE="width: 2%; padding: 3pt 5.4pt; text-align: center; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="width: 11%; padding: 3pt 5.4pt; text-align: center; line-height: 10pt">(10)%</TD>
    <TD STYLE="width: 9%; padding: 3pt 5.4pt; text-align: center; line-height: 10pt">(5)%</TD>
    <TD STYLE="width: 9%; padding: 3pt 5.4pt; text-align: center; line-height: 10pt">0%</TD>
    <TD STYLE="width: 9%; padding: 3pt 5.4pt; text-align: center; line-height: 10pt">5%</TD>
    <TD STYLE="width: 9%; padding: 3pt 5.4pt; text-align: center; line-height: 10pt">10%</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding: 3pt 5.4pt 3pt 2.9pt; line-height: 10pt">Corresponding Common Share Total Return</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt"> (15.94)% </TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt"> (8.25)% </TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt"> (0.56)% </TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt"> 7.12% </TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt"> 14.81% </TD></TR>
  </TABLE>
<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> Assuming the utilization of leverage in the amount of 34.97% of the
Trust&rsquo;s gross assets, the cost of leverage is 1.05%. The additional income that the Trust must earn (net of expenses) in order to
cover such costs is approximately 0.37% of net assets. The Trust&rsquo;s actual costs of leverage will be based on market rates at the
time the Trust undertakes a leveraging strategy, and such actual costs of leverage may be higher or lower than that assumed in the previous
example. </P>

<P STYLE="font: bold 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0 0">ADDITIONAL RISK CONSIDERATIONS</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">Risk is inherent in all investing. Investing in any investment company
security involves risk, including the risk that you may receive little or no return on your investment or even that you may lose part
or all of your investment.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>Discount
From or Premium to NAV.</B></FONT> The Offering will be conducted only when Common Shares of the Trust are trading at a price equal to
or above the Trust&rsquo;s NAV per Common Share plus the per Common Share amount of commissions. As with any security, the market value
of the Common Shares may increase or decrease from the amount initially paid for the Common Shares. The Trust&rsquo;s Common Shares have
traded both at a premium and at a discount relative to net asset value. The shares of closed-end management investment companies frequently
trade at a discount from their NAV. This is a risk separate and distinct from the risk that the Trust&rsquo;s NAV may decrease.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>Market Discount
Risk</B></FONT>. As with any security, the market value of the Common Shares may increase or decrease from the amount initially paid for
the Common Shares. The Trust&rsquo;s Common Shares have traded both at a premium and at a discount relative to NAV. The shares of closed-end
management investment companies frequently trade at a discount from their NAV. This is a risk separate and distinct from the risk that
the Trust&rsquo;s NAV may decrease.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>Secondary
Market for the Common Shares.</B></FONT> The issuance of Common Shares through the Offering may have an adverse effect on the secondary
market for the Common Shares. The increase in the amount of the Trust&rsquo;s outstanding Common Shares resulting from the Offering may
put downward pressure on the market price for the Common Shares of the Trust. Common Shares will not be issued pursuant to the Offering
at any time when Common Shares are trading at a price lower than a price equal to the Trust&rsquo;s NAV per Common Share plus the per
Common Share amount of commissions.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">The Trust also issues Common Shares of the Trust through its dividend
reinvestment plan. See &ldquo;Dividend Reinvestment Plan.&rdquo; Common Shares may be issued under the plan at a discount to the market
price for such Common Shares, which may put downward pressure on the market price for Common Shares of the Trust.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">When the Common Shares are trading at a premium, the Trust may also
issue Common Shares of the Trust that are sold through transactions effected on the NYSE. The increase in the amount of the Trust&rsquo;s
outstanding Common Shares resulting from that offering may also put downward pressure on the market price for the Common Shares of the
Trust.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">The voting power of current shareholders will be diluted to the extent
that such shareholders do not purchase shares in any future Common Share offerings or do not purchase sufficient shares to maintain their
percentage interest. In addition, if the Adviser is unable to invest the proceeds of such offering as intended, the Trust&rsquo;s per
share distribution may decrease (or may consist of return of capital) and the Trust may not participate in market advances to the same
extent as if such proceeds were fully invested as planned.</P>


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<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>Income Risk.</B></FONT>
The income investors receive from the Trust is based primarily on the interest it earns from its investments, which can vary widely over
the short and long-term. If prevailing market interest rates drop, investors&rsquo; income from the Trust could drop as well. The Trust&rsquo;s
income could also be affected adversely when prevailing short-term interest rates increase and the Trust is utilizing leverage, although
this risk is mitigated by the Trust&rsquo;s investment in Senior Loans, which pay floating-rates of interest.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> <FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>Market
Risk</B></FONT><B><FONT STYLE="font-family: NewsGoth Lt BT,sans-serif">.</FONT></B> The value of investments held by the Trust may increase
or decrease in response to economic, political, financial, public health crises (such as epidemics or pandemics) or other disruptive events
(whether real, expected or perceived) in the U.S. and global markets. These events may negatively impact broad segments of businesses
and populations and may exacerbate pre-existing risks to the Trust. The frequency and magnitude of resulting changes in the value of the
Trust&lsquo;s investments cannot be predicted. Certain securities and other investments held by the Trust may experience increased volatility,
illiquidity, or other potentially adverse effects in reaction to changing market conditions.&nbsp; Monetary and/or fiscal actions taken
by U.S. or foreign governments to stimulate or stabilize the global economy may not be effective and could lead to higher market volatility.
No active trading market may exist for certain investments held by the Trust, which may impair the ability of the Trust to sell or to
realize the current valuation of such investments in the event of the need to liquidate such assets. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>Senior Loans
Risk.</B></FONT> The risks associated with Senior Loans are similar to the risks of Non-Investment Grade Bonds (discussed below), although
Senior Loans are typically senior and secured in contrast to Non-Investment Grade Bonds, which are often subordinated and unsecured. Senior
Loans&rsquo; higher standing has historically resulted in generally higher recoveries in the event of a corporate reorganization or other
restructuring. In addition, because their interest rates are adjusted for changes in short-term interest rates, Senior Loans generally
have less interest rate risk than Non-Investment Grade Bonds, which are typically fixed rate. The Trust&rsquo;s investments in Senior
Loans are typically below investment grade and are considered speculative because of the credit risk of their issuers. Such companies
are more likely to default on their payments of interest and principal owed to the Trust, and such defaults could reduce the Trust&rsquo;s
net asset value and income distributions. An economic downturn generally leads to a higher non-payment rate, and a debt obligation may
lose significant value before a default occurs. Moreover, any specific collateral used to secure a loan may decline in value or lose all
its value or become illiquid, which would adversely affect the loan&rsquo;s value. &ldquo;Junior Loans&rdquo; are secured and unsecured
subordinated loans, second lien loans and subordinate bridge loans. Senior Loans and Junior Loans are referred to together herein as &ldquo;loans.&rdquo;</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">Loans and other debt securities are also subject to the risk of price
declines and to increases in prevailing interest rates, although floating-rate debt instruments are less exposed to this risk than fixed-rate
debt instruments. Interest rate changes may also increase prepayments of debt obligations and require the Trust to invest assets at lower
yields.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">Loans are traded in a private, unregulated inter-dealer or inter-bank
resale market and are generally subject to contractual restrictions that must be satisfied before a loan can be bought or sold. These
restrictions may impede the Trust&rsquo;s ability to buy or sell loans (thus affecting their liquidity) and may negatively impact the
transaction price. See also &ldquo;Market Risk&rdquo; above. It also may take longer than seven days for transactions in loans to settle.
The types of covenants included in loan agreements generally vary depending on market conditions, the creditworthiness of the issuer,
the nature of the collateral securing the loan and possibly other factors. Loans with fewer covenants that restrict activities of the
borrower may provide the borrower with more flexibility to take actions that may be detrimental to the loan holders and provide fewer
investor protections in the event of such actions or if covenants are breached. The Trust may experience relatively greater realized or
unrealized losses or delays and expense in enforcing its rights with respect to loans with fewer restrictive covenants. Loans to entities
located outside of the U.S. may have substantially different lender protections and covenants as compared to loans to U.S. entities and
may involve greater risks. The Trust may have difficulties and incur expense enforcing its rights with respect to non-U.S. loans and such
loans could be subject to bankruptcy laws that are materially different than in the U.S. Loans may be structured such that they are not
securities under securities law, and in the event of fraud or misrepresentation by a borrower, lenders may not have the protection of
the anti-fraud provisions of the federal securities laws. Loans are also subject to risks associated with other types of income investments,
including credit risk and risks of lower rated investments.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>Credit Risk.
</B></FONT>Investments in loans and other debt obligations (referred to below as &ldquo;debt instruments&rdquo;) are subject to the risk
of non-payment of scheduled principal and interest. Changes in economic conditions or other circumstances may reduce the capacity of
the party obligated to make principal and interest payments on such instruments and may lead to defaults. Such non-payments and defaults
may reduce the value of Trust shares and income distributions. The value of debt instruments also may decline because of concerns about
the issuer&rsquo;s ability to make principal and interest payments. In addition, the credit ratings of debt instruments may be lowered
if the financial condition of the party obligated to make payments with respect to such instruments deteriorates. In the event of bankruptcy
of the issuer of a debt instrument, the Trust could experience delays or limitations with respect to its ability to realize the benefits
of any collateral securing the instrument. In order to enforce its rights in the event of a default, bankruptcy or similar situation,
the Trust may be required to retain legal or similar counsel, which may increase the Trust&rsquo;s operating expenses and adversely affect
net asset value. The Trust is also exposed to credit risk when it engages in certain types of derivatives transactions and when it engages
in transactions that expose the Trust to counterparty risk. See <FONT STYLE="color: windowtext">&ldquo;Derivatives.&rdquo; Due to their
lower place in the borrower&rsquo;s capital structure, Junior Loans involve a higher degree of overall risk than Senior Loans to the
same borrower.</FONT></P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"></P>

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<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">In evaluating the quality of a particular instrument, the investment
adviser may take into consideration, among other things, a credit rating assigned by a credit rating agency, the issuer&rsquo;s financial
resources and operating history, its sensitivity to economic conditions and trends, the ability of its management, its debt maturity schedules
and borrowing requirements, and relative values based on anticipated cash flow, interest and asset coverage, and earnings prospects. Credit
rating agencies are private services that provide ratings of the credit quality of certain investments. Credit ratings issued by rating
agencies are based on a number of factors including, but not limited to, the issuer&rsquo;s financial condition and the rating agency&rsquo;s
credit analysis, if applicable, at the time of rating. As such, the rating assigned to any particular security is not necessarily a reflection
of the issuer&rsquo;s current financial condition. The ratings assigned are not absolute standards of credit quality and do not evaluate
market risks or necessarily reflect the issuer&rsquo;s current financial condition or the volatility or liquidity of the security.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">A credit rating may have a modifier (such as plus, minus or a numerical
modifier) to denote its relative status within the rating. The presence of a modifier does not change the security credit rating (for
example, BBB- and Baa3 are within the investment grade rating) for purposes of the Trust&rsquo;s investment limitations.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> <FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>Interest
Rate Risk</B></FONT><B><FONT STYLE="font-family: NewsGoth Lt BT,sans-serif">.</FONT></B> In general, the value of income securities will
fluctuate based on changes in interest rates. The value of these securities is likely to increase when interest rates fall and decline
when interest rates rise. Duration measures the time-weighted expected cash flows of a fixed-income security, while maturity refers to
the amount of time until a fixed-income security matures. Generally, securities with longer durations or maturities are more sensitive
to changes in interest rates than securities with shorter durations or maturities, causing them to be more volatile. Conversely, fixed-income
securities with shorter durations or maturities will be less volatile but may provide lower returns than fixed-income securities with
longer durations or maturities. In a rising interest rate environment, the duration of income securities that have the ability to be prepaid
or called by the issuer may be extended. In a declining interest rate environment, the proceeds from prepaid or maturing instruments may
have to be reinvested at a lower interest rate. The impact of interest rate changes is significantly less for floating-rate instruments
that have relatively short periodic rate resets (e.g., ninety days or less). Variable and floating-rate loans and securities generally
are less sensitive to interest rate changes, but may decline in value if their interest rates do not rise as much or as quickly as interest
rates in general. Conversely, variable and floating-rate loans and securities generally will not increase in value as much as fixed rate
debt instruments if interest rates decline. Because the Trust holds variable and floating-rate loans and securities, a decrease in market
interest rates will reduce the interest income to be received from such securities. In the event that the Trust has a negative average
portfolio duration, the value of the Trust may decline in a declining interest rate environment. Because floating or variable rates on
loans only reset periodically, changes in prevailing interest rates may cause some fluctuations in the Trust&rsquo;s net asset value.
Similarly, a sudden and significant increase in market interest rates may cause a decline in the Trust&rsquo;s net asset value. A material
decline in the Trust&rsquo;s net asset value may impair the Trust&rsquo;s ability to maintain required levels of asset coverage. Certain
countries and regulatory bodies may use negative interest rates as a monetary policy tool to encourage economic growth during periods
of deflation. In a negative interest rate environment, debt instruments may trade at negative yields, which means the purchaser of the
instrument may receive at maturity less than the total amount invested. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> <FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>LIBOR
Transition and Associated Risk.</B></FONT> The London Interbank Offered Rate or LIBOR is the average offered rate for various maturities
of short-term loans between major international banks who are members of the British Bankers Association. LIBOR is the most common benchmark
interest rate index used to make adjustments to variable-rate loans. It is used throughout global banking and financial industries to
determine interest rates for a variety of financial instruments (such as debt instruments and derivatives) and borrowing arrangements
and to determine dividend rates for preferred shares. In July 2017, the Financial Conduct Authority (the &ldquo;FCA&rdquo;), the United
Kingdom financial regulatory body, announced a desire to phase out the use of LIBOR. The ICE Benchmark Administration Limited, the administrator
of LIBOR, is expected to cease publishing certain LIBOR settings on December 31, 2021, and the remaining LIBOR settings on June 30, 2023.
Many market participants are expected to transition to the use of alternative reference or benchmark rates before the end of 2021. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> Although the transition process away from LIBOR is expected to be
defined in advance of the anticipated discontinuation, there remains uncertainty regarding the future utilization of LIBOR and the nature
of any replacement rate or rates. The transition process may involve, among other things, increased volatility or illiquidity in markets
for instruments that currently rely on LIBOR. The transition may also result in a change in (i) the value of certain instruments held
by the Trust, (ii) the cost of Borrowing or the dividend rate for preferred shares, or (iii) the effectiveness of related Trust transactions
such as hedges, as applicable. When LIBOR is discontinued, the LIBOR replacement rate may be lower than market expectations, which could
have an adverse impact on the value of preferred and debt-securities with floating or fixed-to-floating rate coupons. Any such effects
of the transition away from LIBOR and the adoption of alternative reference rates, as well as other unforeseen effects, could result in
losses to the Trust. Since the usefulness of LIBOR as a benchmark could deteriorate during the transition period, these effects may occur
prior to the discontinuation date. </P>


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<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> Additionally, while some existing LIBOR-based instruments may contemplate
a scenario where LIBOR is no longer available by providing for an alternative or &ldquo;fallback&rdquo; rate-setting methodology, there
may be significant uncertainty regarding the effectiveness of any such alternative methodologies to replicate LIBOR. Not all existing
LIBOR-based instruments have such fallback provisions, and many that do, do not contemplate the permanent cessation of LIBOR. While it
is expected that market participants will amend legacy financial instruments referencing LIBOR to include fallback provisions to alternative
reference rates, there remains uncertainty regarding the willingness and ability of parties to add or amend such fallback provisions in
legacy instruments maturing after the end of 2021, particularly with respect to legacy cash products. Although there are ongoing efforts
among certain government entities and other organizations to address these uncertainties, the ultimate effectiveness of such efforts is
not yet known. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> Various financial industry groups are planning for the transition
away from LIBOR, but there are obstacles to converting certain longer term securities and transactions to a new benchmark. In June 2017,
the Alternative Reference Rates Committee, a group of large U.S. banks working with the Federal Reserve, announced its selection of a
new Secured Overnight Financing Rate (&ldquo;SOFR&rdquo;), which is intended to be a broad measure of secured overnight U.S. Treasury
repo rates, as an appropriate replacement for LIBOR. The Federal Reserve Bank of New York began publishing the SOFR in 2018, with the
expectation that it could be used on a voluntary basis in new instruments and transactions. Bank working groups and regulators in other
countries have suggested other alternatives for their markets, including the Sterling Overnight Interbank Average Rate in England. Liquid
markets for newly-issued instruments that use an alternative reference rate are still developing. Consequently, there may be challenges
for a Trust to enter into hedging transactions against instruments tied to alternative reference rates until a market for such hedging
transactions develops. Certain proposed replacement rates to LIBOR, such as SOFR, are materially different from LIBOR, and changes in
the applicable spread for financial instruments transitioning away from LIBOR will need to be made to accommodate the differences. Furthermore,
the risks associated with the expected discontinuation of LIBOR and transition to replacement rates may be exacerbated if an orderly transition
to an alternative reference rate is not completed in a timely manner. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>Non-Investment
Grade Bonds Risk.</B></FONT> The Trust&rsquo;s investments in Non-Investment Grade Bonds, commonly referred to as &ldquo;junk bonds,&rdquo;
are predominantly speculative because of the credit risk of their issuers. While offering a greater potential opportunity for capital
appreciation and higher yields, Non-Investment Grade Bonds typically entail greater potential price volatility and may be less liquid
than higher-rated securities. Issuers of Non-Investment Grade Bonds are more likely to default on their payments of interest and principal
owed to the Trust, and such defaults will reduce the Trust&rsquo;s net asset value and income distributions. The prices of these lower
rated obligations are more sensitive to negative developments than higher rated securities. Adverse business conditions, such as a decline
in the issuer&rsquo;s revenues or an economic downturn, generally lead to a higher non-payment rate. In addition, a security may lose
significant value before a default occurs as the market adjusts to expected higher non-payment rates.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>Lower Rated
Investments Risk.</B></FONT> Investments rated below investment grade and comparable unrated investments (sometimes referred to as &ldquo;junk&rdquo;)
have speculative characteristics because of the credit risk associated with their issuers. Changes in economic conditions or other circumstances
typically have a greater effect on the ability of issuers of lower rated investments to make principal and interest payments than they
do on issuers of higher rated investments. An economic downturn generally leads to a higher non-payment rate, and a lower rated investment
may lose significant value before a default occurs. Lower rated investments typically are subject to greater price volatility and illiquidity
than higher rated investments.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>Prepayment
Risk.</B></FONT> During periods of declining interest rates or for other purposes, Borrowers may exercise their option to prepay principal
earlier than scheduled. For fixed-income securities, such payments often occur during periods of declining interest rates, forcing the
Trust to reinvest in lower yielding securities. This is known as call or prepayment risk. Non-Investment Grade Bonds frequently have call
features that allow the issuer to redeem the security at dates prior to its stated maturity at a specified price (typically greater than
par) only if certain prescribed conditions are met (&ldquo;call protection&rdquo;). An issuer may redeem a Non-Investment Grade Bond if,
for example, the issuer can refinance the debt at a lower cost due to declining interest rates or an improvement in the credit standing
of the issuer. Senior Loans typically have no such call protection. For premium bonds (bonds acquired at prices that exceed their par
or principal value) purchased by the Trust, prepayment risk may be enhanced.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><B>Issuer Risk.</B> <FONT STYLE="font-weight: normal">The value of corporate
income-producing securities held by the Trust may decline for a number of reasons, which directly relate to the issuer, such as management
performance, financial leverage and reduced demand for the issuer&rsquo;s goods and services.</FONT></P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>Derivatives
Risk.</B></FONT> The Trust&rsquo;s exposure to derivatives involves risks different from, or possibly greater than, the risks associated
with investing directly in securities and other investments. The use of derivatives can lead to losses because of adverse movements in
the price or value of the security, instrument, index, currency, commodity, economic indicator or event underlying a derivative (&ldquo;reference
instruments&rdquo;), due to failure of a counterparty or due to tax or regulatory constraints. Derivatives may create leverage in the
Trust, which represents a non-cash exposure to the reference instrument. Leverage can increase both the risk and return potential of the
Trust. Derivatives risk may be more significant when derivatives are used to enhance return or as a substitute for a cash investment position,
rather than solely to hedge the risk of a position held by the Trust. Use of derivatives involves the exercise of specialized skill and</P>


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<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">judgment, and a transaction may be unsuccessful in whole or in part
because of market behavior or unexpected events. Changes in the value of a derivative (including one used for hedging) may not correlate
perfectly with the underlying reference instrument. Derivative instruments traded in over-the-counter markets may be difficult to value,
may be illiquid, and may be subject to wide swings in valuation caused by changes in the value of the underlying reference instrument.
If a derivative&rsquo;s counterparty is unable to honor its commitments, the value of Trust shares may decline and the Trust could experience
delays in the return of collateral or other assets held by the counterparty. The loss on derivative transactions may substantially exceed
the initial investment, particularly when there is no stated limit on the Trust&rsquo;s use of derivatives. A derivative investment also
involves the risks relating to the reference instrument underlying the investment.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>Leverage
Risk.</B></FONT> Certain fund transactions may give rise to leverage. Leverage can result from a non-cash exposure to the underlying reference
instrument. Leverage can increase both the risk and return potential of the Trust. The Trust is required to segregate liquid assets or
otherwise cover the Trust&rsquo;s obligation created by a transaction that may give rise to leverage. The use of leverage may cause the
Trust to liquidate portfolio positions when it may not be advantageous to do so to satisfy its obligations or to meet segregation requirements.
Leverage may cause the Trust&rsquo;s share price to be more volatile than if it had not been leveraged, as certain types of leverage may
exaggerate the effect of any increase or decrease in the value of the Trust&rsquo;s portfolio securities. The loss on leveraged investments
may substantially exceed the initial investment.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> As discussed above, the Trust currently uses leverage created by
issuing APS and borrowings. On June 27, 2001, the Trust issued 2,200 Series A APS and 2,200 Series B APS, with a liquidation preference
per share of $25,000 plus accumulated but unpaid dividends. On September 23, 2016, the Trust repurchased 968 Series A APS and 968 Series
B APS. On September 14, 2018, the Trust repurchased 480 Series A APS and 480 Series B APS. In addition, in connection with this repurchase,
the Trust increased its borrowing limits under its Revolving Credit and Security Agreement, as amended (the &ldquo;Agreement&rdquo;) with
conduit lenders and a bank to allow it to borrow up to $125 million. The proceeds of which were used to invest in accordance with the
Trust&rsquo;s investment practices and to partially redeem the Trust&rsquo;s APS. The Trust is required to maintain certain net asset
levels during the term of the Agreement. As of June 30, 2021, the Trust had $103 million in outstanding borrowings, at an interest rate
of 0.14%, in addition to outstanding APS. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">The Adviser anticipates that the use of leverage (from the issuance
of APS and borrowings) may result in higher income to Common Shareholders over time. Leverage creates risks for Common Shareholders, including
the likelihood of greater volatility of NAV and market price of the Common Shares and the risk that fluctuations in dividend rates on
APS and costs of borrowings may affect the return to Common Shareholders.&#8194;See also &ldquo;LIBOR Transition and Associated Risk.&rdquo;
To the extent the income derived from investments purchased with funds received from leverage exceeds the cost of leverage, the Trust&rsquo;s
distributions will be greater than if leverage had not been used. Conversely, if the income from the investments purchased with such funds
is not sufficient to cover the cost of leverage, the amount available for distribution to Common Shareholders will be less than if leverage
had not been used. In the latter case, Eaton Vance, in its best judgment, may nevertheless determine to maintain the Trust&rsquo;s leveraged
position if it deems such action to be appropriate. While the Trust has preferred shares outstanding, an increase in short-term rates
would also result in an increased cost of leverage, which would adversely affect the Trust&rsquo;s income available for distribution.
There can be no assurance that a leveraging strategy will be successful.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">In addition, under current federal income tax law, the Trust is required
to allocate a portion of any net realized capital gains or other taxable income to APS holders. The terms of the Trust&rsquo;s APS require
the Trust to pay to any APS holders additional dividends intended to compensate such holders for taxes payable on any capital gains or
other taxable income allocated to such holders. Any such additional dividends will reduce the amount available for distribution to Common
Shareholders. As discussed under &ldquo;Management of the Trust,&rdquo; the fee paid to Eaton Vance is calculated on the basis of the
Trust&rsquo;s gross assets, including proceeds from the issuance of APS and borrowings, so the fees will be higher when leverage is utilized.
In this regard, holders of APS do not bear the investment advisory fee. Rather, Common Shareholders bear the portion of the investment
advisory fee attributable to the assets purchased with the proceeds, which means that Common Shareholders effectively bear the entire
advisory fee.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">The APS have been rated Aa3 by Moody's. The Trust currently intends
to seek to maintain this rating or an equivalent credit rating on the APS or any preferred shares it issues. The Rating Agencies which
rate the preferred shares and any bank lender in connection with a credit facility or commercial paper program may also impose specific
restrictions as a condition to borrowing. Such restrictions may include asset coverage or portfolio composition requirements that are
more stringent than those imposed on the Trust by the 1940 Act. These covenants or guidelines do not currently and are not expected to
impede Eaton Vance in managing the Trust&rsquo;s portfolio in accordance with its investment objective and policies and it is not anticipated
that they will so impede Eaton Vance in the future. See &ldquo;Description of Capital Structure - Preferred Shares.&rdquo;</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">Financial leverage may also be achieved through the purchase of certain
derivative instruments. The Trust&rsquo;s use of derivative instruments exposes the Trust to special risks. See &ldquo;Investment Objective,
Policies and Risks - Additional Investment Practices&rdquo; and &ldquo;Investment Objective, Policies, and Risks - Additional Risk Considerations.&rdquo;</P>


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<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> <FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>Foreign
Investment Risk.</B></FONT> Investments in foreign issuers could be affected by factors not present in the United States, including expropriation,
armed conflict, confiscatory taxation, lack of uniform accounting and auditing standards, less publicly available financial and other
information, and potential difficulties in enforcing contractual obligations. Because foreign issuers may not be subject to uniform accounting,
auditing and financial reporting standard practices and requirements and regulatory measures comparable to those in the United States,
there may be less publicly available information about such foreign issuers. Settlements of securities transactions in foreign countries
are subject to risk of loss, may be delayed and are generally less frequent than in the United States, which could affect the liquidity
of the Trust&rsquo;s assets. Evidence of ownership of certain foreign investments may be held outside the United States, and the Trust
may be subject to the risks associated with the holding of such property overseas. Trading in certain foreign markets is also subject
to liquidity risk. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> Foreign investments in the securities markets of certain foreign
countries is restricted or controlled to varying degrees. Foreign issuers may become subject to sanctions imposed by the United States
or another country, which could result in the immediate freeze of the foreign issuers&rsquo; assets or securities. The imposition of such
sanctions could impair the market value of the securities of such foreign issuers and limit the Trust&rsquo;s ability to buy, sell, receive
or deliver the securities. In addition, as a result of economic sanctions, the Trust may be forced to sell or otherwise dispose of investments
at inopportune times or prices, which could result in losses to the Trust and increased transaction costs. If a deterioration occurs in
a country's balance of payments, the country could impose temporary restrictions on foreign capital remittances. The Trust could also
be adversely affected by delays in, or a refusal to grant, any required governmental approval for repatriation, as well as by other restrictions
on investment. The risks posed by such actions with respect to a particular foreign country, its nationals or industries or businesses
within the country may be heightened to the extent the Trust invests significantly in the affected country or region or in issuers from
the affected country that depend on global markets. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> Political events in foreign countries may cause market disruptions.
In June 2016, the United Kingdom (&ldquo;UK&rdquo;) voted in a referendum to leave the European Union (&ldquo;EU&rdquo;) (&ldquo;Brexit&rdquo;).
Effective January 31, 2020, the UK ceased to be a member of the EU and, following a transition period during which the EU and the UK
Government engaged in a series of negotiations regarding the terms of the UK&rsquo;s future relationship with the EU, the EU and the
UK Government signed an agreement on December 30, 2020 regarding the economic relationship between the UK and the EU. This agreement
became effective on a provisional basis on January 1, 2021 and entered into full force on May 1, 2021. There remains significant market
uncertainty regarding Brexit&rsquo;s ramifications, and the range and potential implications of the possible political, regulatory, economic,
and market outcomes in the UK, EU and beyond are difficult to predict. The end of the Brexit transition period may cause greater market
volatility and illiquidity, currency fluctuations, deterioration in economic activity, a decrease in business confidence, and an increased
likelihood of a recession in the UK. If one or more additional countries leave the EU or the EU dissolves, the world&rsquo;s securities
markets likely will be significantly disrupted. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> The Trust may invest in securities and other instruments (including
loans) issued, guaranteed, or backed by sovereign or government entities. Economic data as reported by sovereign or government entities
and other issuers may be delayed, inaccurate or fraudulent. Many sovereign or government debt obligations may be rated below investment
grade. Any restructuring of a sovereign or government debt obligation held by the Trust will likely have a significant adverse effect
on the value of the obligation. In the event of default of a sovereign or government debt, the Trust may be unable to pursue legal action
against the issuer or secure collateral on the debt, there are typically no assets to be seized or cash flows to be attached. Furthermore,
the willingness or ability of a sovereign or government entity to restructure defaulted debt may be limited. Therefore, losses on sovereign
or government defaults may far exceed the losses from the default of a similarly rated U.S. corporate debt issuer. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>Currency
Risk.</B></FONT> Exchange rates for currencies fluctuate daily. The value of foreign investments may be affected favorably or unfavorably
by changes in currency exchange rates in relation to the U.S. dollar. Currency markets generally are not as regulated as securities markets
and currency transactions are subject to settlement, custodial and other operational risks.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>U.S. Government
Securities Risk.</B></FONT> Although certain U.S. Government-sponsored agencies (such as the Federal Home Loan Mortgage Corporation and
the Federal National Mortgage Association) may be chartered or sponsored by acts of Congress, their securities are neither issued nor
guaranteed by the U.S. Treasury. U.S. Treasury securities generally have a lower return than other obligations because of their higher
credit quality and market liquidity.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>Pooled Investment
Vehicles Risk.</B></FONT> Pooled investment vehicles are open- and closed-end investment companies and exchange-traded funds (&ldquo;ETFs&rdquo;).
Pooled investment vehicles are subject to the risks of investing in the underlying securities or other investments. Shares of closed-end
investment companies and ETFs may trade at a premium or discount to net asset value and are subject to secondary market trading risks.
In addition, the Trust will bear a pro rata portion of the operating expenses of a pooled investment vehicle in which it invests.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> <FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>Equity
Securities Risk.</B></FONT> The value of equity securities and related instruments may decline in response to adverse changes in the
economy or the economic outlook; deterioration in investor sentiment; interest rate, currency, and commodity price fluctuations; adverse
geopolitical, social or environmental developments; issuer and sector-specific considerations; unexpected trading activity among retail
investors; or other factors. Market conditions may affect certain types of stocks to a greater extent than other types of stocks. If
the stock market declines in value, the value of the Trust's equity securities will also likely decline. Although prices can rebound,
there is no assurance that values will return to previous levels. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"></P>

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<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>Liquidity
Risk.</B></FONT> The Trust may invest without limitation in Senior Loans and other investments for which there is no readily available
trading market or which are otherwise illiquid. The Trust may not be able to dispose readily of such investments at prices that approximate
those at which the Trust could sell such investments if they were more widely traded and, as a result of such illiquidity, the Trust may
have to sell other investments or engage in borrowing transactions if necessary to raise cash to meet its obligations. In addition, the
limited liquidity could affect the market price of the investments, thereby adversely affecting the Trust's net asset value and ability
to make dividend distributions.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">Some loans are not readily marketable and may be subject to contractual
restrictions that must be satisfied before a loan can be bought or sold. Loans generally are not listed on any national securities exchange
or automated quotation system and no active trading market may exist for some of the loans in which the Trust will invest. Where a secondary
market exists, such market for some loans may be subject to irregular activity, wide bid/ask spreads and extended trade settlement periods.
Loans that are illiquid may impair the Trust&rsquo;s ability to realize the full value of its assets in the event of a voluntary or involuntary
liquidation of such assets and thus may cause a decline in the Trust&rsquo;s net asset value.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">In addition, the limited liquidity could affect the market price of
the investments, thereby adversely affecting the Trust&rsquo;s NAV and ability to make dividend distributions. The financial markets in
general have in recent years experienced periods of extreme secondary market supply and demand imbalance, resulting in a loss of liquidity
during which market prices were suddenly and substantially below traditional measures of intrinsic value. During such periods, some investments
could be sold only at arbitrary prices and with substantial losses. Periods of such market dislocation may occur again at any time. The
Trust has no limitation on the amount of its assets which may be invested in investments which are not readily marketable or are subject
to restrictions on resale.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>Money Market
Instrument Risk.</B></FONT> Money market instruments may be adversely affected by market and economic events, such as a sharp rise in
prevailing short-term interest rates; adverse developments in the banking industry, which issues or guarantees many money market instruments;
adverse economic, political or other developments affecting issuers of money market instruments; changes in the credit quality of issuers;
and default by a counterparty.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>Reinvestment
Risk.</B></FONT> Income from the Trust&rsquo;s portfolio will decline if and when the Trust invests the proceeds from matured, traded
or called debt obligations into lower yielding instruments.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>Inflation
Risk.</B></FONT> Inflation risk is the risk that the value of assets or income from investments will be worth less in the future as inflation
decreases the value of money. As inflation increases, the real value of the Common Shares and distributions thereon can decline. In addition,
during any periods of rising inflation, dividend rates of preferred shares would likely increase, which would tend to further reduce returns
to Common Shareholders. This risk is mitigated to some degree by the Trust's investments in Senior Loans.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>Management
Risk.</B></FONT> The Trust is subject to management risk because it is actively managed. Eaton Vance and the individual portfolio managers
invest the assets of the Trust as they deem appropriate in implementing the Trust&rsquo;s investment strategy. Accordingly, the success
of the Trust depends upon the investment skills and analytical abilities of Eaton Vance and the individual portfolio managers to develop
and effectively implement strategies that achieve the Trust&rsquo;s investment objective. There is no assurance that Eaton Vance and the
individual portfolio managers will be successful in developing and implementing the Trust&rsquo;s investment strategy. Subjective decisions
made by Eaton Vance and the individual portfolio managers may cause the Trust to incur losses or to miss profit opportunities.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>Cybersecurity
Risk.</B></FONT> With the increased use of technologies by Trust service providers to conduct business, such as the Internet, the Trust
is susceptible to operational, information security and related risks. The Trust relies on communications technology, systems, and networks
to engage with clients, employees, accounts, shareholders, and service providers, and a cyber incident may inhibit the Trust&rsquo;s ability
to use these technologies. In general, cyber incidents can result from deliberate attacks or unintentional events. Cyber attacks include,
but are not limited to, gaining unauthorized access to digital systems (e.g., through &ldquo;hacking&rdquo; or malicious software coding)
for purposes of misappropriating assets or sensitive information, corrupting data, or causing operational disruption. Cyber attacks may
also be carried out in a manner that does not require gaining unauthorized access, such as causing denial-of-service attacks on websites.
A denial-of-service attack is an effort to make network services unavailable to intended users, which could cause shareholders to lose
access to their electronic accounts, potentially indefinitely. Employees and service providers also may not be able to access electronic
systems to perform critical duties for the Trust, such as trading and NAV calculation, during a denial-of-service attack. There is also
the possibility for systems failures due to malfunctions, user error and misconduct by employees and agents, natural disasters, or other
foreseeable and unforeseeable events.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> Because technology is consistently changing, new ways to carry out
cyber attacks are always developing. Therefore, there is a chance that some risks have not been identified or prepared for, or that an
attack may not be detected, which puts limitations on the Trust's ability to plan for or respond to a cyber attack. Like other Trusts
and business enterprises, the Trust and its service providers have experienced, and will continue to experience, cyber incidents consistently.
In addition to deliberate cyber attacks, unintentional cyber incidents can occur, such as the inadvertent release of confidential information
by the Trust or its service providers. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"></P>

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<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">The Trust uses third party service providers who are also heavily dependent
on computers and technology for their operations. Cybersecurity failures or breaches by the Trust&rsquo;s investment adviser or administrator
and other service providers (including, but not limited to, the custodian or transfer agent), and the issuers of securities in which the
Trust invests, may disrupt and otherwise adversely affect their business operations. This may result in financial losses to the Trust,
impede Trust trading, interfere with the Trust&rsquo;s ability to calculate its NAV, or cause violations of applicable privacy and other
laws, regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, litigation costs, or additional compliance
costs. While many of the Trust service providers have established business continuity plans and risk management systems intended to identify
and mitigate cyber attacks, there are inherent limitations in such plans and systems including the possibility that certain risks have
not been identified. The Trust cannot control the cybersecurity plans and systems put in place by service providers to the Trust and issuers
in which the Trust invests. The Trust and its shareholders could be negatively impacted as a result.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> <FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>Recent
Market Conditions.&nbsp;</B></FONT> An outbreak of respiratory disease caused by a novel coronavirus was first detected in China in late
2019 and subsequently spread internationally. This coronavirus has resulted in closing borders, enhanced health screenings, changes to
healthcare service preparation and delivery, quarantines, cancellations, disruptions to supply chains and customer activity, as well as
general concern and uncertainty. The impact of this coronavirus has resulted in a substantial economic downturn, which may continue for
an extended period of time. Health crises caused by outbreaks of disease, such as the coronavirus outbreak, may exacerbate other pre-existing
political, social and economic risks and disrupt normal market conditions and operations. The impact of this outbreak has negatively affected
the worldwide economy, as well as the economies of individual countries and industries, and could continue to affect the market in significant
and unforeseen ways. Other epidemics and pandemics that may arise in the future may have similar effects. For example, a global pandemic
or other widespread health crisis could cause substantial market volatility and exchange trading suspensions and closures. In addition,
the increasing interconnectedness of markets around the world may result in many markets being affected by events or conditions in a single
country or region or events affecting a single or small number of issuers. The coronavirus outbreak and public and private sector responses
thereto have led to large portions of the populations of many countries working from home for indefinite periods of time, temporary or
permanent layoffs, disruptions in supply chains, and lack of availability of certain goods. The impact of such responses could adversely
affect the information technology and operational systems upon which the Trust and the Trust&rsquo;s service providers rely, and could
otherwise disrupt the ability of the employees of the Trust&rsquo;s service providers to perform critical tasks relating to the Trust.
Any such impact could adversely affect the Trust&rsquo;s performance, or the performance of the securities in which the Trust invests
and may lead to losses on your investment in the Trust. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>Regulatory
Risk.</B></FONT> To the extent that legislation or state or federal regulators that regulate certain financial institutions impose additional
requirements or restrictions with respect to the ability of such institutions to make loans, particularly in connection with highly leveraged
transactions, the availability of Senior Loans for investment may be adversely affected. Further, such legislation or regulation could
depress the market value of Senior Loans.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> <FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>Market
Disruption.</B></FONT> Global instability, war, geopolitical tensions and terrorist attacks in the United States and around the world
have previously resulted, and may in the future result in market volatility and may have long-term effects on the United States and worldwide
financial markets and may cause further economic uncertainties in the United States and worldwide. The Trust cannot predict the effects
of significant future events on the global economy and securities markets. A similar disruption of the financial markets could impact
interest rates, auctions, secondary trading, ratings, credit risk, inflation and other factors relating to the Common Shares. In particular,
Non-Investment Grade Bonds and Senior Loans tend to be more volatile than higher rated fixed-income securities so that these events and
any actions resulting from them may have a greater impact on the prices and volatility of Non-Investment Grade Bonds and Senior Loans
than on higher rated fixed-income securities. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> <FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>Anti-Takeover
Provisions.</B></FONT> The Trust&rsquo;s Agreement and Declaration of Trust (the &ldquo;Declaration of Trust&rdquo;) and Amended and Restated
By-Laws (the &ldquo;By-Laws&rdquo; and together with the Declaration of Trust, the &ldquo;Organizational Documents&rdquo;) include provisions
that could have the effect of limiting the ability of other persons or entities to acquire control of the Trust or to change the composition
of its Board. For example, pursuant to the Trust's Declaration of Trust, the Board is divided into three classes of Trustees with each
class serving for a three-year term and certain types of transactions require the favorable vote of holders of at least 75% of the outstanding
shares of the Trust. See &ldquo;Description of Capital Structure - Certain Provisions of the Organizational Documents - Anti-Takeover
Provisions in the Organizational Documents.&rdquo; </P>

<P STYLE="font: bold 12pt Arial, Helvetica, Sans-Serif; margin: 3pt 0">Management of the Trust</P>

<P STYLE="font: bold 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0">BOARD OF TRUSTEES</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">The management of the Trust, including general supervision of the duties
performed by the Adviser under the Advisory Agreement (as defined below), is the responsibility of the Trust&rsquo;s Board under the laws
of The Commonwealth of Massachusetts and the 1940 Act.</P>


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<P STYLE="font: bold 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0">THE ADVISER</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> Eaton Vance acts as the Trust&rsquo;s investment adviser under an
Investment Advisory Agreement (the &ldquo;Advisory Agreement&rdquo;). Eaton Vance has offices at Two International Place, Boston, MA 02110.
Eaton Vance and its predecessor organizations have been managing assets since 1924 and managing investment funds since 1931. Prior to
March 1, 2021, Eaton Vance was a wholly owned subsidiary of Eaton Vance Corp. (&ldquo;EVC&rdquo;). </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> On March 1, 2021, Morgan Stanley acquired EVC (the &ldquo;Transaction&rdquo;)
and Eaton Vance became an indirect, wholly owned subsidiary of Morgan Stanley. In connection with the closing of the Transaction, the
Trust entered into an interim investment advisory agreement (the &ldquo;Interim Agreement&rdquo;) with Eaton Vance, which took effect
on March 1, 2021. The Interim Agreement allowed Eaton Vance to continue to manage the Trust for up to an additional 150 days following
the Transaction to provide more time for further proxy solicitation in connection with shareholder approval of a new investment advisory
agreement. Compensation payable to Eaton Vance pursuant to the Interim Agreement was required to be held in an interest-bearing escrow
account with the Trust&rsquo;s custodian. The Advisory Agreement was approved by Trust shareholders on June 24, 2021. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> Morgan Stanley (NYSE: MS), whose principal offices are at 1585 Broadway,
New York, New York 10036, is a preeminent global financial services firm engaged in securities trading and brokerage activities, as well
as providing investment banking, research and analysis, financing and financial advisory services. As of June 30, 2021, Morgan Stanley&rsquo;s
asset management operations had aggregate assets under management of approximately $1.5 trillion. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> Under the general supervision of the Trust&rsquo;s Board, the Adviser
will carry out the investment and reinvestment of the assets of the Trust, will furnish continuously an investment program with respect
to the Trust, will determine which securities should be purchased, sold or exchanged, and will implement such determinations. The Adviser
will furnish to the Trust investment advice and office facilities, equipment and personnel for servicing the investments of the Trust.
The Adviser will compensate all Trustees and officers of the Trust who are members of the Adviser&rsquo;s organization and who render
investment services to the Trust, and will also compensate all other Adviser personnel who provide research and investment services to
the Trust. In return for these services, facilities and payments, the Trust has agreed to pay the Adviser as compensation under the Advisory
Agreement (and the Trust&rsquo;s Interim Agreement and investment advisory agreement with Eaton Vance in effect prior to March 1, 2021),
the investment adviser fee is computed at an annual rate of 0.73% (0.74% prior to May 1, 2021) of the average weekly gross assets and
is payable monthly. Gross assets as referred to herein are calculated by deducting accrued liabilities of the Trust except the principal
amount of any indebtedness for money borrowed, including debt securities issued by the Trust. Accrued liabilities are expenses incurred
in the normal course of operations. During periods in which the Trust is using leverage, the fees paid to Eaton Vance for investment advisory
services will be higher than if the Trust did not use leverage because the fees paid will be calculated on the basis of the Trust&rsquo;s
gross assets, including proceeds from any borrowings and from the issuance of preferred shares. The Trust is responsible for all expenses
not expressly stated to be payable by another party (such as the expenses required to be paid pursuant to an agreement with the investment
adviser or administrator). The Trust may pay brokerage commissions to broker-dealers affiliated with the Trust or the Adviser. For more
information about affiliated brokerage commissions, see the section entitled &ldquo;PORTFOLIO TRADING&rdquo; in the Trust&rsquo;s SAI. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">William E. Holt, Catherine C. McDermott, Daniel P. McElaney, John Redding
and Andrew N. Sveen comprise the investment team responsible for the overall and day-to-day management of the Trust&rsquo;s investments.
Mr. Redding is a Vice President of Eaton Vance and has been portfolio manager of the Trust since November 2001. Messrs. Holt, McElaney
and Sveen and Ms. McDermott are Vice Presidents of Eaton Vance, have been employed by Eaton Vance for more than five years and have been
portfolio managers of the Trust since March 2019.</P>

<P STYLE="font: bold 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0">Additional Information Regarding Portfolio Managers</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">The SAI provides additional information about the portfolio managers&rsquo;
compensation, other accounts managed by the portfolio managers, and the portfolio managers&rsquo; ownership of securities in the Trust.
The SAI is available free of charge by calling 1-800-262-1122 or by visiting the Trust&rsquo;s website at http://www.eatonvance.com. The
information contained in, or that can be accessed through, the Trust&rsquo;s website is not part of this Prospectus or the SAI.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">The Trust and the Adviser have adopted codes of ethics relating to personal
securities transactions (the &ldquo;Codes of Ethics&rdquo;). The Codes of Ethics permit Adviser personnel to invest in securities (including
securities that may be purchased or held by the Trust) for their own accounts, subject to the provisions of the Codes of Ethics and certain
employees are also subject to certain pre-clearance, reporting and other restrictions and procedures contained in such Codes of Ethics.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">The Trust&rsquo;s annual shareholder report contains information regarding
the basis for the Trustees&rsquo; approval of the Trust&rsquo;s Advisory Agreement.</P>


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<P STYLE="font: bold 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0">THE ADMINISTRATOR</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> Eaton Vance serves as administrator of the Trust&nbsp;under an Administrative
Services Agreement (the &ldquo;Administration Agreement&rdquo;), and receives an administration fee computed at an annual rate of 0.25%
of the Trust&rsquo;s average weekly gross assets.. Under the Administration Agreement, Eaton Vance has been engaged to administer the
Trust&rsquo;s affairs, subject to the supervision of the Board, and shall furnish office space and all necessary office facilities, equipment
and personnel for administering the affairs of the Trust. </P>

<P STYLE="font: bold 12pt Arial, Helvetica, Sans-Serif; margin: 3pt 0">Plan of Distribution</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">The Trust may sell the Common Shares being offered under this Prospectus
in any one or more of the following ways: (i) directly to purchasers; (ii) through agents; (iii) to or through underwriters; or (iv) through
dealers. The Prospectus Supplement relating to the Offering will identify any agents, underwriters or dealers involved in the offer or
sale of Common Shares, and will set forth any applicable offering price, sales load, fee, commission or discount arrangement between the
Trust and its agents or underwriters, or among its underwriters, or the basis upon which such amount may be calculated, net proceeds and
use of proceeds, and the terms of any sale.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">The Trust may distribute Common Shares from time to time in one or more
transactions at: (i) a fixed price or prices that may be changed; (ii) market prices prevailing at the time of sale; (iii) prices related
to prevailing market prices; or (iv) negotiated prices; provided, however, that in each case the offering price per Common Share (less
any underwriting commission or discount) must equal or exceed the NAV per Common Share.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">The Trust from time to time may offer its Common Shares through or to
certain broker-dealers, including UBS Securities LLC, that have entered into selected dealer agreements relating to at-the-market offerings.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">The Trust may directly solicit offers to purchase Common Shares, or
the Trust may designate agents to solicit such offers. The Trust will, in a Prospectus Supplement relating to such Offering, name any
agent that could be viewed as an underwriter under the 1933 Act, and describe any commissions the Trust must pay to such agent(s). Any
such agent will be acting on a reasonable best efforts basis for the period of its appointment or, if indicated in the applicable Prospectus
Supplement or other offering materials, on a firm commitment basis. Agents, dealers and underwriters may be customers of, engage in transactions
with, or perform services for the Trust in the ordinary course of business.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">If any underwriters or agents are used in the sale of Common Shares
in respect of which this Prospectus is delivered, the Trust will enter into an underwriting agreement or other agreement with them at
the time of sale to them, and the Trust will set forth in the Prospectus Supplement relating to such Offering their names and the terms
of the Trust&rsquo;s agreement with them.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">If a dealer is utilized in the sale of Common Shares in respect of which
this Prospectus is delivered, the Trust will sell such Common Shares to the dealer, as principal. The dealer may then resell such Common
Shares to the public at varying prices to be determined by such dealer at the time of resale.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">The Trust may engage in at-the-market offerings to or through a market
maker or into an existing trading market, on an exchange or otherwise, in accordance with Rule 415(a)(4) under the 1933 Act. An at-the-market
offering may be through an underwriter or underwriters acting as principal or agent for the Trust.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">Agents, underwriters and dealers may be entitled under agreements which
they may enter into with the Trust to indemnification by the Trust against certain civil liabilities, including liabilities under the
1933 Act, and may be customers of, engage in transactions with or perform services for the Trust in the ordinary course of business.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">In order to facilitate the Offering of Common Shares, any underwriters
may engage in transactions that stabilize, maintain or otherwise affect the price of Common Shares or any other Common Shares the prices
of which may be used to determine payments on the Common Shares. Specifically, any underwriters may over-allot in connection with the
Offering, creating a short position for their own accounts. In addition, to cover over-allotments or to stabilize the price of Common
Shares or of any such other Common Shares, the underwriters may bid for, and purchase, Common Shares or any such other Common Shares in
the open market. Finally, in any Offering of Common Shares through a syndicate of underwriters, the underwriting syndicate may reclaim
selling concessions allowed to an underwriter or a dealer for distributing Common Shares in the Offering if the syndicate repurchases
previously distributed Common Shares in transactions to cover syndicate short positions, in stabilization transactions or otherwise. Any
of these activities may stabilize or maintain the market price of Common Shares above independent market levels. Any such underwriters
are not required to engage in these activities and may end any of these activities at any time.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">The Trust may enter into derivative transactions with third parties,
or sell Common Shares not covered by this Prospectus to third parties in privately negotiated transactions. If the applicable Prospectus
Supplement indicates, in connection with those derivatives, the third parties may sell Common Shares covered by this Prospectus and the
applicable Prospectus Supplement or other offering materials, including in short sale transactions. If so, the third parties may use
Common Shares pledged by the Trust or borrowed from the Trust or others to settle those sales or to close out any related open borrowings
of securities, and may use Common Shares received from the Trust in settlement of those derivatives to close out any related open borrowings
of securities. The third parties in such sale transactions will be underwriters and, if not identified in this Prospectus, will be identified
in the applicable Prospectus Supplement or other offering materials (or a post-effective amendment).</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"></P>

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<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">The maximum amount of compensation to be received by any member of the
Financial Industry Regulatory Authority, Inc. will not exceed 8% of the initial gross proceeds from the sale of any security being sold
with respect to each particular Offering of Common Shares made under a single Prospectus Supplement.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">Any underwriter, agent or dealer utilized in the initial Offering of
Common Shares will not confirm sales to accounts over which it exercises discretionary authority without the prior specific written approval
of its customer.</P>

<P STYLE="font: bold 12pt Arial, Helvetica, Sans-Serif; margin: 3pt 0">Distributions</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">The Trust intends to make monthly distributions of net investment income
to Common Shareholders, after payment of any dividends on any outstanding APS. The amount of each monthly distribution will vary depending
on a number of factors, including dividends payable on the Trust's preferred shares or other costs of financial leverage. As portfolio
and market conditions change, the rate of dividends on the Common Shares and the Trust's dividend policy could change. Over time, the
Trust will distribute all of its net investment income (after it pays accrued dividends on any outstanding preferred shares) or other
costs of financial leverage. In addition, at least annually, the Trust intends to distribute all or substantially all of its net realized
capital gains (reduced by available capital loss carryforwards from prior years, if any). Distributions to Common Shareholders are recorded
on the ex-dividend date. Distributions to preferred shareholders are recorded daily and are payable at the end of each dividend period.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">Beginning February&nbsp;13, 2008 and consistent with the patterns in
the broader market for auction-rate securities, the Trust&rsquo;s APS auctions were unsuccessful in clearing due to an imbalance of sell
orders over bids to buy the APS. As a result, the dividend rates of the APS were reset to the maximum applicable rates.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">The Trust distinguishes between distributions on a tax basis and a financial
reporting basis. Accounting principles generally accepted in the United States of America require that only distributions in excess of
tax basis earnings and profits be reported in the financial statements as a return of capital. Permanent differences between book and
tax accounting relating to distributions are reclassified to paid-in capital. For tax purposes, distributions from short-term capital
gains are considered to be from ordinary income.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">Common Shareholders will automatically have distributions reinvested
in additional Common Shares under the Trust's dividend reinvestment plan&nbsp;unless they elect otherwise through their investment dealer.
See &ldquo;Distributions&rdquo; and &ldquo;Dividend Reinvestment Plan.&rdquo;</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">While there are any borrowings or preferred shares outstanding, the
Trust may not be permitted to declare any cash dividend or other distribution on its Common Shares in certain circumstances. See &ldquo;Description
of Capital Structure.&rdquo;</P>

<P STYLE="font: bold 12pt Arial, Helvetica, Sans-Serif; margin: 3pt 0">Federal Income Tax Matters</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> The Trust has elected to be treated as and intends to qualify each
year as a regulated investment company (&ldquo;RIC&rdquo;) under the Code. Accordingly, the Trust intends to satisfy certain requirements
relating to sources of its income and diversification of its assets and to distribute substantially all of its net investment income,
net tax-exempt interest income, if any, and net capital gains, if any, (after reduction by any available capital loss carryforwards) in
accordance with the timing requirements imposed by the Code, so as to maintain its RIC status. If it qualifies for treatment as a RIC
and satisfies the above-mentioned distribution requirements, the Trust will not be subject to U.S. federal income tax on income paid to
its shareholders in the form of dividends. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">To qualify as a RIC for U.S. federal income tax purposes, the Trust
must derive at least 90% of its annual gross income from dividends, interest, payments with respect to securities loans, gains from the
sale or other disposition of stock, securities or foreign currencies, or other income (including, but not limited to, gains from options,
futures or forward contracts) derived with respect to its business of investing in stock, securities and currencies, and net income derived
from an interest in a qualified publicly traded partnership. The Trust must also distribute to its shareholders at least the sum of 90%
of its investment company taxable income (as that term is defined in the Code, but determined without regard to the deduction for dividends
paid) and 90% of its net tax-exempt interest income for each taxable year.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> The Trust must also satisfy certain requirements with respect to
the diversification of its assets. The Trust must have, at the close of each quarter of its taxable year, at least 50% of the value of
its total assets represented by cash and cash items, U.S. government securities, securities of other RICs, and other securities that,
in respect of any one issuer, do not represent more than 5% of the value of the assets of the Trust or more than 10% of the voting securities
of that issuer. In addition, at the close of each quarter of its taxable year, not more than 25% of the value of the Trust&rsquo;s assets
may be invested, including through corporations in which the Trust owns a 20% or more voting stock interest, in securities (other than
U.S. Government securities or the securities of other RICs) of any one issuer, or of two or more issuers that the Trust controls and which
are engaged in the same or similar trades or businesses or related trades or businesses, or of one or more qualified publicly traded partnerships.
</P>


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<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> In order to avoid incurring a nondeductible 4% U.S. federal excise
tax obligation, the Code requires that the Trust distribute (or be deemed to have distributed) by December&nbsp;31 of each calendar year
an amount at least equal to the sum of (i)&nbsp;98% of its ordinary income for such year, (ii)&nbsp;98.2% of its capital gain net income,
generally computed on the basis of the one-year period ending on October&nbsp;31 (or later if the Trust is permitted to elect and so elects)
of such year and (iii)&nbsp;100% of any ordinary income and capital gain net income from the prior year (as previously computed) that
was not paid out during such year and on which the Trust paid no U.S. federal income tax. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> If the Trust does not qualify as a RIC for any taxable year, the
Trust&rsquo;s taxable income will be subject to corporate income taxes, and all distributions from earnings and profits, including distributions
of net capital gain (if any), will generally be taxable to the shareholder as ordinary income. Such distributions may be treated as qualified
dividend income with respect to shareholders who are individuals and may be eligible for the dividends-received deduction in the case
of shareholders taxed as corporations, provided certain holding period and other requirements are met. In order to requalify for taxation
as a RIC, the Trust may be required to recognize unrealized gains, pay substantial taxes and interest, and make substantial distributions. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">The Trust intends to make monthly distributions of net investment income
after payment of dividends on any outstanding preferred shares or interest on any outstanding borrowings.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> The Trust may also distribute its net realized capital gains, if
any, generally not more than once per year. Taxes on distributions of capital gains are determined by how long the Trust owned (or is
deemed to have owned) the investments that generated them, rather than how long a shareholder has owned his or her shares. In general,
the Trust will recognize long-term capital gain or loss on investments it has owned for more than one year, and short-term capital gain
or loss on investments it has owned for one year or less. Distributions of the Trust&rsquo;s net capital gains (that is, the excess of
net long-term capital gain over net short-term capital loss, in each case determined with reference to certain capital loss carryforwards)
that are properly reported as capital gain dividends (&ldquo;capital gain dividends&rdquo;), if any, are taxable to shareholders as long-term
capital gains. Dividends paid to shareholders out of the Trust&rsquo;s current and accumulated earnings and profits will, except in the
case of capital gain dividends and distributions of &ldquo;qualified dividend income&rdquo;, be taxable as ordinary income. Distributions,
if any, in excess of the Trust&rsquo;s earnings and profits will first reduce the adjusted tax basis of a holder&rsquo;s shares and, after
that basis has been reduced to zero, will constitute gain for the sale of shares. Dividends paid by the Trust generally will not qualify
for the reduced tax rates applicable to qualified dividend income received by individual shareholders or the dividends-received deduction
generally available to corporate shareholders. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> Distributions will be treated in the manner described above regardless
of whether such distributions are paid in cash or invested in additional shares of the Trust. Shareholders receiving any distribution
from the Trust in the form of additional shares pursuant to a dividend reinvestment plan will be treated as receiving a dividend in amount
equal to either (i) if the shares are trading below net asset value, the amount of cash allocated to the shareholder for the purchase
of shares on its behalf in the open market, or (ii) if the shares are trading at or above net asset value, generally the fair market value
of the new shares issued to the shareholder. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> The Trust may retain some or all of its net capital gain. If the
Trust retains any net capital gain, it will be subject to tax at regular corporate rates on the amount retained, but may designate the
retained amount as undistributed capital gain in a notice to its shareholders who (i) will be required to include in income for U.S. federal
income tax purposes, as long-term capital gain, their share of such undistributed amount; and (ii)&nbsp;will be entitled to credit their
proportionate shares of the tax paid by the Trust on such undistributed amount against their U.S. federal income tax liabilities, if any,
and will be entitled to claim refunds to the extent the credit exceeds such liabilities. For U.S. federal income tax purposes, the tax
basis of shares owned by a shareholder will be increased by an amount equal to the difference between the amount of undistributed capital
gains included in the shareholder&rsquo;s gross income under clause (i) of the preceding sentence and the tax deemed paid by the shareholder
under clause (ii)&nbsp;of the preceding sentence. The Trust is not required to, and there can be no assurance the Trust will, make this
designation if it retains all or a portion of its net capital gain in a taxable year. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">The Internal Revenue Service (&ldquo;IRS&rdquo;) currently requires
that a RIC that has two or more classes of stock allocate to each such class proportionate amounts of each type of its income (such as
ordinary income and capital gains) based on the percentage of total dividends paid to each class for the tax year. Accordingly, if the
Trust issues preferred shares, such as VRTP Shares, it will designate dividends made with respect to Common Shares and preferred shares
as consisting of particular types of income (e.g., net capital gain and ordinary income) in accordance with the proportionate share of
each class in the total dividends paid by the Trust during the year.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">Gains or losses attributable to fluctuations in exchange rates between
the time the Trust accrues income or receivables or expenses or other liabilities denominated in a foreign currency and the time the Trust
actually collects such income or receivables or pays such liabilities are generally treated as ordinary income or loss. Transactions in
foreign currencies, foreign currency-denominated debt securities and certain foreign currency options, futures contracts, forward contracts
and similar instruments (to the extent permitted) may give rise to ordinary income or loss to the extent such income or loss results from
fluctuations in the value of the foreign currency concerned.</P>


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<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">The Trust will inform shareholders of the source and tax status of all
distributions promptly after the close of each calendar year.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> Selling shareholders will generally recognize capital gain or loss
in an amount equal to the difference between the shareholder&rsquo;s adjusted tax basis in the shares sold and the sale proceeds. Any
loss on a disposition of shares held for six months or less will be treated as a long-term capital loss to the extent of any capital gain
dividends received (or deemed received) with respect to those shares. For purposes of determining whether shares have been held for six
months or less, the holding period is suspended for any periods during which the shareholder&rsquo;s risk of loss is diminished as a result
of holding one or more offsetting positions in substantially similar or related property, or through certain options or short sales. Any
loss realized on a sale or exchange of shares will be disallowed to the extent those shares are replaced by other substantially identical
shares within a period of 61 days beginning 30 days before and ending 30 days after the date of disposition of the shares (including through
the reinvestment of distributions, which could occur, for example, if the shareholder is a participant in the Plan or otherwise). In that
event, the basis of the replacement shares will be adjusted to reflect the disallowed loss. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">The net investment income of certain U.S. individuals, estates and trusts
is subject to a 3.8% Medicare contribution tax. For individuals, the tax is on the lesser of the &ldquo;net investment income&rdquo; and
the excess of modified adjusted gross income over $200,000 (or $250,000 if married filing jointly). Net investment income includes, among
other things, interest, dividends, and gross income and capital gains derived from passive activities and trading in securities or commodities.
Net investment income is reduced by deductions &ldquo;properly allocable&rdquo; to this income.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">Investments in foreign securities may be subject to foreign withholding
taxes or other foreign taxes with respect to income (possibly including, in some cases, capital gains) which may decrease the yield on
such securities. These taxes may be reduced or eliminated under the terms of an applicable tax treaty. Shareholders generally will not
be entitled to claim a credit or deduction with respect to foreign taxes paid by the Trust. In addition, investments in foreign securities
or foreign currencies may increase or accelerate the Trust&rsquo;s recognition of ordinary income and may affect the timing or amount
of the Trust&rsquo;s distributions.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">An investor should be aware that, if shares are purchased shortly before
the record date for any taxable dividend (including a capital gain dividend), the purchase price likely will reflect the value of the
dividend and the investor then would receive a taxable distribution likely to reduce the trading value of such shares, in effect resulting
in a taxable return of some of the purchase price.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> Taxable distributions to individuals and certain other non-corporate
shareholders who have not provided their correct taxpayer identification number and other required certifications, may be subject to &ldquo;backup&rdquo;
U.S. federal income tax withholding. Backup withholding is not an additional tax. Any amounts withheld may be credited against the shareholder's
U.S. federal income tax liability, provided the appropriate information is furnished to the IRS. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">An investor should also be aware that the benefits of the reduced tax
rate applicable to long-term capital gains may be impacted by the application of the alternative minimum tax to individual shareholders.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">Certain foreign entities including foreign entities acting as intermediaries
may be subject to a 30% withholding tax on ordinary dividend income paid under the Foreign Account Tax Compliance Act (&ldquo;FATCA&rdquo;).
To avoid withholding, foreign financial institutions subject to FATCA must agree to disclose to the relevant revenue authorities certain
information regarding their direct and indirect U.S. owners and other foreign entities must certify certain information regarding their
direct and indirect U.S. owners to the Trust. In addition, the IRS and the Department of Treasury have issued proposed regulations providing
that these withholding rules will not be applicable to the gross proceeds of share redemptions or capital gain dividends the Trust pays.
For more detailed information regarding FATCA withholding and compliance, please refer to the SAI.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> The foregoing briefly summarizes some of the important U.S. federal
income tax consequences to shareholders of investing in shares, reflects the federal tax law as of the date of this prospectus, and does
not address special tax rules applicable to certain types of investors, such as corporate and foreign investors. A more complete discussion
of the tax rules applicable to the Trust and the shareholders can be found in the SAI that is incorporated by reference into this prospectus.
Unless otherwise noted, this discussion assumes that an investor is a United States person and holds shares as a capital asset. This discussion
is based upon current provisions of the Code, the regulations promulgated thereunder, and judicial and administrative ruling authorities,
all of which are subject to change or differing interpretations by the courts or the IRS retroactively or prospectively. Investors should
consult their tax advisors regarding other federal, state, local and, where applicable, foreign tax considerations that may be applicable
in their particular circumstances, as well as any proposed tax law changes. </P>


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<P STYLE="font: bold 12pt Arial, Helvetica, Sans-Serif; margin: 3pt 0">Dividend Reinvestment Plan</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">The Trust offers a dividend reinvestment plan (the &ldquo;Plan&rdquo;)
pursuant to which Common Shareholders automatically have distributions reinvestment in Common Shares of the Trust unless they elect otherwise
through their investment dealer. Common Shareholders who elect not to participate in the Plan will receive all Trust distributions in
cash paid by check mailed directly to the Common Shareholder of record (or, if the Common Shares are held in street or other nominee name,
then to the nominee) by American Stock Transfer &amp; Trust Company, LLC (&ldquo;AST&rdquo; or the &ldquo;Plan Agent&rdquo;), as disbursing
agent. On the distribution payment date, if the net asset value per Common Share is equal to or less than the market price per Common
Share plus estimated brokerage commissions, then new Common Shares will be issued. The number of Common Shares shall be determined by
the greater of the net asset value per Common Share or 95% of the market price. Otherwise, Common Shares generally will be purchased on
the open market by the Plan Agent. Distributions subject to income tax (if any) are taxable whether or not shares are reinvested.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">If your shares are in the name of a brokerage firm, bank, or other nominee,
you can ask the firm or nominee to participate in the Plan on your behalf. If the nominee does not offer the Plan, you will need to request
that your shares be re-registered in your name with the Trust&rsquo;s transfer agent, AST, or you will not be able to participate.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">The Plan Agent&rsquo;s service fee for handling distributions will be
paid by the Trust. Each participant will be charged their pro rata share of brokerage commissions on all open-market purchases.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> Plan participants may withdraw from the Plan at any time by writing
to the Plan Agent at the address noted on page 54. If you withdraw, you will receive shares in your
name for all Common Shares credited to your account under the Plan. If a participant elects by written notice to the Plan Agent to have
the Plan Agent sell part or all of his or her Common Shares and remit the proceeds, the Plan Agent is authorized to deduct a $5.00 fee
plus brokerage commissions from the proceeds. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">Any inquiries regarding the Plan can be directed to the Plan Agent,
AST, at 1-866-439-6787.</P>

<P STYLE="font: bold 12pt Arial, Helvetica, Sans-Serif; margin: 3pt 0">Description of Capital Structure</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> The Trust is an unincorporated business trust established under the
laws of the Commonwealth of Massachusetts by the Declaration of Trust. The Declaration of Trust provides that the Board may authorize
separate classes of shares of beneficial interest. The Board has authorized an unlimited number of Common Shares. The Trust will hold
annual meetings of shareholders so long as the Common Shares are listed on a national securities exchange and annual meetings are required
as a condition of such listing. </P>

<P STYLE="font: bold 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0">COMMON SHARES</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">The Declaration of Trust permits the Trust to issue an unlimited number
of full and fractional Common Shares. Each Common Share represents an equal proportionate interest in the assets of the Trust with each
other Common Share in the Trust. Common Shareholders are entitled to the payment of distributions when, as, and if declared by the Board.
The 1940 Act or the terms of any future borrowings or issuance of preferred shares may limit the payment of distributions to the Common
Shareholder. Each whole Common Share shall be entitled to one vote as to matters on which it is entitled to vote pursuant to the terms
of the Declaration of Trust on file with the SEC.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">The By-Laws establish qualification criteria applicable to prospective
Trustees and generally require that advance notice be given to the Trust in the event a shareholder desires to nominate a person for election
to the Board or to transact any other business at a meeting of shareholders. Any notice by a shareholder must be accompanied by certain
information as required by the By-Laws. No shareholder proposal will be considered at any meeting of shareholders of the Trust if such
proposal is submitted by a shareholder who does not satisfy all applicable requirements set forth in the By-Laws.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">In the event of the liquidation of the Trust, after paying or adequately
providing for the payment of all liabilities of the Trust and the liquidation preference with respect to any outstanding preferred shares,
and upon receipt of such releases, indemnities and refunding agreements as they deem necessary for their protection, the Board may distribute
the remaining assets of the Trust among the Common Shareholders. The Declaration of Trust provides that Common Shareholders are not liable
for any liabilities of the Trust and permits inclusion of a clause to that effect in every agreement entered into by the Trust and, in
coordination with the Trust's By-Laws, indemnifies shareholders against any such liability. Although shareholders of an unincorporated
business trust established under Massachusetts law may, in certain limited circumstances, be held personally liable for the obligations
of the business trust as though they were general partners, the provisions of the Trust&rsquo;s Organizational Documents described in
the foregoing sentence make the likelihood of such personal liability remote.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">While there are any borrowings or preferred shares outstanding, the
Trust may not be permitted to declare any cash dividend or other distribution on its Common Shares, unless at the time of such declaration,
(i) all accrued dividends on preferred shares or accrued interest on borrowings have been paid and (ii) the value of the Trust's total
assets (determined after deducting the amount of such dividend or other distribution), less all liabilities and indebtedness of the Trust
not represented by senior securities, is at least 300% of the aggregate amount of such securities representing</P>


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<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">indebtedness and at least 200% of the aggregate amount of securities
representing indebtedness plus the aggregate liquidation value of the outstanding preferred shares (expected to equal the aggregate original
purchase price of the outstanding preferred shares plus redemption premium, if any, together with any accrued and unpaid dividends thereon,
whether or not earned or declared and on a cumulative basis). In addition to the requirements of the 1940 Act, the Trust may be required
to comply with other asset coverage requirements as a condition of the Trust obtaining a rating of the preferred shares from a Rating
Agency. These requirements may include an asset coverage test more stringent than under the 1940 Act. This limitation on the Trust's ability
to make distributions on its Common Shares could in certain circumstances impair the ability of the Trust to maintain its qualification
for taxation as a regulated investment company for federal income tax purposes. The Trust intends, however, to the extent possible to
purchase or redeem preferred shares or reduce borrowings from time to time to maintain compliance with such asset coverage requirements
and may pay special dividends to the holders of the preferred shares in certain circumstances in connection with any such impairment of
the Trust's status as a regulated investment company. See &ldquo;Investment Objective, Policies and Risks,&rdquo; &ldquo;Distributions&rdquo;
and &ldquo;Federal Income Tax Matters.&rdquo; Depending on the timing of any such redemption or repayment, the Trust may be required to
pay a premium in addition to the liquidation preference of the preferred shares to the holders thereof.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">The Trust has no present intention of offering additional Common Shares,
except as described herein. Other offerings of its Common Shares, if made, will require approval of the Board. Any additional offering
will not be sold at a price per Common Share below the then current NAV (exclusive of underwriting discounts and commissions) except in
connection with an offering to existing Common Shareholders or with the consent of a majority of the outstanding Common Shares. The Common
Shares have no preemptive rights.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">The Trust generally will not issue Common Share certificates. However,
upon written request to the Trust&rsquo;s transfer agent, a share certificate will be issued for any or all of the full Common Shares
credited to an investor&rsquo;s account. Common Share certificates that have been issued to an investor may be returned at any time.</P>

<P STYLE="font: bold 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0">CREDIT FACILITY</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> The Trust currently leverages through borrowings, and has entered
into an Agreement with conduit lenders and a bank to allow it to borrow up to $125 million. The proceeds of which were used to invest
in accordance with the Trust&rsquo;s investment practices and to partially redeem the Trust&rsquo;s APS. Borrowings under the Agreement
are secured by the assets of the Trust. Interest is charged at a rate above the conduits&rsquo; commercial paper issuance rate and is
payable monthly. Under the terms of the Agreement, in effect through March 7, 2022, the Trust also pays a program fee of 0.90% (0.85%
prior to March 8, 2021) per annum on its outstanding borrowings to administer the facility and a liquidity fee of 0.15% (0.25% if the
outstanding loan amount is less than or equal to 60% of the total facility size) per annum on the unused portion of the total commitment
under the Agreement. Program and liquidity fees for the year ended June 30, 2021 totaled $960,163. In connection with the renewal of the
Agreement on March 8, 2021, the Trust paid upfront fees of $187,500, which is being amortized to interest expense over a period of one
year through March 7, 2022. The Trust is required to maintain certain net asset levels during the term of the Agreement. As of June 30,
2021, the Trust had borrowings outstanding under the Agreement of $103 million at an interest rate 0.14%, in addition to outstanding APS.
Based on the short-term nature of the borrowings under the Agreement and the variable interest rate, the carrying amount of the borrowings
at June 30, 2021 approximated its fair value. For the year ended June 30, 2021, the average borrowings under the Agreement and the average
interest rate (excluding fees) were $106,720,548 and 0.21%, respectively. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> In addition, the credit facility/program contains covenants that,
among other things, limit the Trust&rsquo;s ability to pay dividends in certain circumstances, incur additional debt, enter into a new
investment advisory agreement without the consent of the lenders, change its fundamental investment policies and engage in certain transactions,
including mergers and consolidations, and may require asset coverage ratios in addition to those required by the 1940 Act. The Trust is
required to pledge its assets and to maintain a portion of its assets in cash or high-grade securities as a reserve against interest or
principal payments and expenses. The credit facility/program contains customary covenant, negative covenant and default provisions. In
addition, any such credit facility/program entered into in the future may be replaced or refinanced by one or more credit facilities having
substantially different terms or by the issuance of preferred shares or debt securities. </P>

<P STYLE="font: bold 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0">REPURCHASE OF COMMON SHARES AND OTHER DISCOUNT MEASURES</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">Because shares of closed-end management investment companies frequently
trade at a discount to their NAVs, the Board has determined that from time to time it may be in the interest of shareholders for the
Trust to take corrective actions. The Board, in consultation with Eaton Vance, will review at least annually the possibility of open
market repurchases and/or tender offers for the Common Shares and will consider such factors as the market price of the Common Shares,
the NAV of the Common Shares, the liquidity of the assets of the Trust, effect on the Trust's expenses, whether such transactions would
impair the Trust's status as a regulated investment company or result in a failure to comply with applicable asset coverage requirements,
general economic conditions and such other events or conditions which may have a material effect on the Trust's ability to consummate
such transactions. There are no assurances that the Board will, in fact, decide to undertake either of these actions or if undertaken,
that such actions will result in the Trust's Common Shares trading at a price which is equal to or approximates their NAV. In recognition
of the possibility that the Common Shares might trade at a discount to NAV and that any such discount may not be in the interest of shareholders,
the Board, in consultation with Eaton Vance, from time to time may review possible actions to reduce any such discount.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"></P>

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<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> In November 11, 2013, the Board of Trustees initially approved a
share repurchase program for the Trust. Pursuant to the reauthorization of the share repurchase program by the Board of Trustees in March
2019, the Trust is authorized to repurchase up to 10% of its Common Shares outstanding as of the last day of the prior calendar year at
market prices when shares are trading at a discount to net asset value. The share repurchase program does not obligate the Trust to purchase
a specific amount of shares. Results of the share repurchase program will be disclosed in the Trust&rsquo;s annual and semiannual reports
to shareholders. </P>

<P STYLE="font: bold 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0">PREFERRED SHARES</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">The Declaration of Trust authorizes the issuance of an unlimited number
of shares of beneficial interest with preference rights, including preferred shares, having a par value of $0.01 per share, in one or
more series, with rights as determined by the Board, by action of the Board without the approval of the Common Shareholders On June 27,
2001, the Trust issued 2,200 Series A APS and 2,200 Series B APS, with a liquidation preference per share of $25,000 plus accumulated
but unpaid dividends. On September 23, 2016, the Trust repurchased 968 Series A APS and 968 Series B APS. On September 14, 2018, the Trust
repurchased 480 Series A APS and 480 Series B APS. The APS have seniority over the Common Shares.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">Under the requirements of the 1940 Act, the Trust must, immediately
after the issuance of any preferred shares, have an &ldquo;asset coverage&rdquo; of at least 200%. Asset coverage means the ratio which
the value of the total assets of the Trust, less all liability and indebtedness not represented by senior securities (as defined in the
1940 Act), bears to the aggregate amount of senior securities representing indebtedness of the Trust, if any, plus the aggregate liquidation
preference of the preferred shares. The liquidation value of the preferred shares is expected to equal to their aggregate original purchase
price plus the applicable redemption premium, if any, together with any accrued and unpaid distributions thereon (on a cumulative basis),
whether or not earned or declared. The terms of the preferred shares, including their distribution rate, voting rights, liquidation preference
and redemption provisions, are determined by the Board (subject to applicable law and the Trust&rsquo;s Declaration of Trust). The Trust
may issue preferred shares that provide for the periodic redetermination of the distribution rate at relatively short intervals through
an auction or remarketing procedure, although the terms of such preferred shares may also enable the Trust to lengthen such intervals.
At times, the distribution rate on any preferred shares may exceed the Trust&rsquo;s return after expenses on the investment of proceeds
from the preferred shares and the Trust&rsquo;s leverage structure, resulting in a lower rate of return to Common Shareholders than if
the preferred shares were not outstanding.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">In the event of any voluntary or involuntary liquidation, dissolution
or winding up of the Trust, the terms of any preferred shares may entitle the holders of preferred shares to receive a preferential liquidating
distribution (expected to equal to the original purchase price per share plus the applicable redemption premium, if any, together with
accrued and unpaid distributions, whether or not earned or declared and on a cumulative basis) before any distribution of assets is made
to holders of Common Shares. After payment of the full amount of the liquidating distribution to which they are entitled, the preferred
shareholders would not be entitled to any further participation in any distribution of assets by the Trust.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">Holders of preferred shares, voting as a class, would be entitled to
elect two of the Trust&rsquo;s Trustees. The holders of both the Common Shares and the preferred shares (voting together as a single class
with each share entitling its holder to one vote) would be entitled to elect the remaining Trustees of the Trust. Under the 1940 Act,
if at any time distributions on any preferred shares are unpaid in an amount equal to two full years&rsquo; distributions thereon, the
holders of all outstanding preferred shares, voting as a class, will be allowed to elect a majority of the Trust&rsquo;s Trustees until
all distributions in arrears have been paid or declared and set apart for payment. In addition, if required by a Rating Agency rating
any preferred shares or if the Board determines it to be in the best interests of the Common Shareholders, issuance of such preferred
shares may result in more restrictive provisions than required by the 1940 Act being imposed. In this regard, holders of any preferred
shares may be entitled to elect a majority of the Trust&rsquo;s Board in other circumstances, for example, if one payment on the preferred
shares is in arrears. The differing rights of the holders of preferred and Common Shares with respect to the election of Trustees do not
affect the obligation of all Trustees to take actions they believe to be consistent with the best interests of the Trust. All such actions
must be consistent with (i) the obligations of the Trust with respect to the holders of preferred shares (which obligations arise primarily
from the contractual terms of the preferred shares, as specified in the Trust&rsquo;s Organizational Documents) and (ii) the fiduciary
duties owed to the Trust, which include the duties of loyalty and care.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">The APS have been rated Aa3 by Moody's. The Trust currently intends
to seek to maintain this rating or an equivalent credit rating on the APS or any preferred shares it issues. The Rating Agencies which
rate the preferred shares and any bank lender in connection with a credit facility or commercial paper program may also impose specific
restrictions as a condition to borrowing. Such restrictions may include asset coverage or portfolio composition requirements that are
more stringent than those imposed on the Trust by the 1940 Act. These covenants or guidelines do not currently and are not expected to
impede Eaton Vance in managing the Trust&rsquo;s portfolio in accordance with its investment objective and policies and it is not anticipated
that they will so impede Eaton Vance in the future.</P>


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<P STYLE="font: bold 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0">CERTAIN PROVISIONS OF THE ORGANIZATIONAL DOCUMENTS</P>

<P STYLE="font: bold 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0"> Summary of Anti-Takeover Provisions in the Organizational Documents </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> Pursuant to the Organizational Documents, the Board is divided into
three classes, with the term of one class expiring at each annual meeting of holders of Common Shares and preferred shares, if any. At
each annual meeting, one class of Trustees is elected to a three-year term. This provision could delay the replacement of a majority of
the Board thereby increasing stability of the composition of the Board. In addition, in the event a Trustee is not elected at an annual
meeting at which such Trustee&rsquo;s term expires, and a nominee presented to shareholders as such Trustee&rsquo;s successor is also
not elected, then the incumbent Trustee shall remain a member of the relevant class of Trustees and hold office until the expiration of
the term applicable to Trustees in that class. In a contested Trustee election, a nominee must receive the affirmative vote of a majority
of the shares outstanding and entitled to vote in order to be elected. A Trustee may be removed from office only for cause by a written
instrument signed by the remaining Trustees or by a vote of the holders of at least two-thirds of the class of shares of the Trust that
elects such Trustee and are entitled to vote on the matter. These provisions similarly could delay the replacement of Trustees, which
similarly increases stability of the composition of the Board. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> The Organizational Documents establish supermajority voting requirements
with respect to certain other matters. The Declaration of Trust requires the favorable vote of the holders of at least 75% of the outstanding
shares of each class of the Trust, voting as a class, then entitled to vote to approve, adopt or authorize certain transactions with 5%-or-greater
holders (&ldquo;Principal Shareholders&rdquo;) of a class of shares and their associates, unless the Board shall by resolution have approved
a memorandum of understanding with such holders, in which case normal voting requirements would be in effect. For purposes of these provisions,
a Principal Shareholder refers to any person who, whether directly or indirectly and whether alone or together with its affiliates and
associates, beneficially owns 5% or more of the outstanding shares of any class of beneficial interest of the Trust. The transactions
subject to these special approval requirements are: (i) the merger or consolidation of the Trust or any subsidiary of the Trust with or
into any Principal Shareholder; (ii) the issuance of any securities of the Trust to any Principal Shareholder for cash; (iii) the sale,
lease or exchange of all or any substantial part of the assets of the Trust to any Principal Shareholder (except assets having an aggregate
fair market value of less than $1,000,000, aggregating for the purpose of such computation all assets sold, leased or exchanged in any
series of similar transactions within a twelve-month period); or (iv) the sale, lease or exchange to or with the Trust or any subsidiary
thereof, in exchange for securities of the Trust, of any assets of any Principal Shareholder (except assets having an aggregate fair market
value of less than $1,000,000, aggregating for the purposes of such computation all assets sold, leased or exchanged in any series of
similar transactions within a twelve-month period). For information on the qualification criteria applicable to prospective Trustees in
the Trust&rsquo;s By-Laws, see &ldquo;Description of Capital Structure &ndash; Common Shares.&rdquo; </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> The Board believes that these provisions are in the best interests
of the Trust and its shareholders. These provisions may provide some protection to the Trust against insurgent campaigns from &ldquo;activist&rdquo;
investors that may, under some circumstances, impede the Trust&rsquo;s ability to achieve its investment objective and may otherwise threaten
to harm the long-term interests of the Trust and its other shareholders. These provisions promote continuity and stability and enhance
the Trust&rsquo;s ability to pursue the Trust&rsquo;s investment strategies that are consistent with its stated investment objective and
investment policies. Because these provisions may discourage third parties from seeking to obtain control of the Trust or from seeking
to effect a tender offer or similar transaction, they may reduce opportunities for Common Shareholders to sell their Common Shares at
a short-term premium over the then-current market price, However, they allow the Board to balance the interests of the entire shareholder
base in evaluating these and other types of transactions rather than prioritizing the interests of certain shareholders. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> The voting thresholds described above and below under &ldquo;Conversion
to Open-End Fund&rdquo; are higher than those (if any) established under Massachusetts or federal law. The Board has determined that these
voting requirements are in the best interest of holders of Common Shares and preferred shares generally. Reference is made to the Organizational
Documents on file with the SEC for the full text of these provisions. </P>

<P STYLE="font: bold 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0">Conversion to Open-End Fund</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">The Trust may be converted to an open-end investment company at any
time if approved by the lesser of (i) two-thirds or more of the Trust&rsquo;s then outstanding Common Shares and preferred shares, each
voting separately as a class, or (ii) more than 50% of the then outstanding Common Shares and preferred shares, voting separately as a
class if such conversion is recommended by at least 75% of the Trustees then in office. If approved in the foregoing manner, conversion
of the Trust could not occur until 90 days after the Common Shareholders&rsquo; meeting at which such conversion was approved and would
also require at least 30 days&rsquo; prior notice to all Common Shareholders. Conversion of the Trust to an open-end management investment
company also would require the redemption of any outstanding preferred shares, including APS, and could require the repayment of borrowings.
The Board believes that the closed-end structure is desirable, given the Trust&rsquo;s investment objective and policies. Investors should
assume, therefore, that it is unlikely that the Board would vote to convert the Trust to an open-end management investment company.</P>

<P STYLE="font: bold 12pt Arial, Helvetica, Sans-Serif; margin: 3pt 0"></P>

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<P STYLE="font: bold 12pt Arial, Helvetica, Sans-Serif; margin: 3pt 0">Custodian and Transfer Agent</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">State Street Bank and Trust Company (&ldquo;State Street&rdquo;), State
Street Financial Center, One Lincoln Street, Boston, MA 02111, is the custodian of the Trust and will maintain custody of the securities
and cash of the Trust. State Street maintains the Trust&rsquo;s general ledger and computes NAV per share at least weekly. State Street
also attends to details in connection with the sale, exchange, substitution, transfer and other dealings with the Trust&rsquo;s investments,
and receives and disburses all funds. State Street also assists in preparation of shareholder reports and the electronic filing of such
reports with the SEC.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">American Stock Transfer &amp; Trust Company, LLC, 6201 15th Avenue,
Brooklyn, NY 11219 is the transfer agent and dividend disbursing agent of the Trust.</P>

<P STYLE="font: bold 12pt Arial, Helvetica, Sans-Serif; margin: 3pt 0">Legal Matters</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">Certain legal matters in connection with the Common Shares will be passed
upon for the Trust by internal counsel for Eaton Vance.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> On August 27, 2020, Saba Capital Master Fund, Ltd., a hedge fund
(&ldquo;Saba&rdquo;), filed claims against the Trust in a lawsuit in Suffolk County Superior Court in Massachusetts asserting breach of
contract and fiduciary duty by the Trust and certain of its affiliates, the Trust&rsquo;s adviser, and the Board, following the implementation
by the Trust of by-law amendments that (i) require trustee nominees in contested elections to obtain affirmative votes of a majority of
eligible shares in order to be elected and (ii) establish certain requirements related to shares obtained in &ldquo;control share&rdquo;
acquisitions. With respect to the Trust, Saba seeks rescission of these by-law provisions and certain related relief. On March 31, 2021,
the court allowed in part and denied in part a motion to dismiss Saba&rsquo;s claims. </P>

<P STYLE="font: bold 12pt Arial, Helvetica, Sans-Serif; margin: 3pt 0">Reports to Shareholders</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">The Trust will send to Common Shareholders unaudited semi-annual and
audited annual reports, including a list of investments held.</P>

<P STYLE="font: bold 12pt Arial, Helvetica, Sans-Serif; margin: 3pt 0">Independent Registered Public Accounting Firm</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> Deloitte &amp; Touche LLP (&ldquo;Deloitte&rdquo;), 200 Berkeley
Street, Boston, MA 02116, independent registered public accounting firm, audits the Trust&rsquo;s financial statements. Deloitte and/or
its affiliates provide other audit, tax and related services to the Trust. </P>

<P STYLE="font: bold 12pt Arial, Helvetica, Sans-Serif; margin: 3pt 0"> Potential Conflicts of Interest </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> As a diversified global financial services firm, Morgan Stanley,
the parent company of the investment adviser, engages in a broad spectrum of activities, including financial advisory services, investment
management activities, lending, commercial banking, sponsoring and managing private investment funds, engaging in broker-dealer transactions
and principal securities, commodities and foreign exchange transactions, research publication and other activities. In the ordinary course
of its business, Morgan Stanley is a full-service investment banking and financial services firm and therefore engages in activities
where Morgan Stanley&rsquo;s interests or the interests of its clients may conflict with the interests of a Fund or Portfolio, as applicable
(collectively, for purposes of this section, &ldquo;Fund&rdquo; or &ldquo;Funds&rdquo;). Morgan Stanley advises clients and sponsors,
manages or advises other investment funds and investment programs, accounts and businesses (collectively, together with any new or successor
Morgan Stanley funds, programs, accounts or businesses, (other than funds, programs, accounts or businesses sponsored, managed, or advised
by former direct or indirect subsidiaries of Eaton Vance Corp. (&ldquo;Eaton Vance Investment Accounts&rdquo;)), the &ldquo;MS Investment
Accounts,&rdquo; and, together with the Eaton Vance Investment Accounts, the &ldquo;Affiliated Investment Accounts&rdquo;) with a wide
variety of investment objectives that in some instances may overlap or conflict with a Fund&rsquo;s investment objectives and present
conflicts of interest. In addition, Morgan Stanley or the investment adviser may also from time to time create new or successor Affiliated
Investment Accounts that may compete with a Fund and present similar conflicts of interest. The discussion below enumerates certain actual,
apparent and potential conflicts of interest. There is no assurance that conflicts of interest will be resolved in favor of Fund shareholders
and, in fact, they may not be. Conflicts of interest not described below may also exist. </P>

<P STYLE="font: 10pt/107% Arial, Helvetica, Sans-Serif; margin: 6pt 0; text-align: justify; background-color: white"> The discussions
below with respect to actual, apparent and potential conflicts of interest also may be applicable to or arise from the MS Investment
Accounts whether or not specifically identified. </P>

<P STYLE="font: 10pt/107% Arial, Helvetica, Sans-Serif; margin: 6pt 0"> For more information about conflicts of interest, see the section
entitled &ldquo;Potential Conflicts of Interest&rdquo; in the SAI. </P>

<P STYLE="font: 10pt/107% Arial, Helvetica, Sans-Serif; margin: 6pt 0"> <I>Material Non-public Information.</I> It is expected that
confidential or material non-public information regarding an investment or potential investment opportunity may become available to the
investment adviser. If such information becomes available, the investment adviser may be precluded (including by applicable law or internal
policies or procedures) from pursuing an investment or disposition opportunity with respect to such investment or investment opportunity.
Morgan Stanley has established certain information barriers and other policies to address the sharing of information between different
businesses within Morgan Stanley. In limited circumstances, however, including for purposes of managing business and reputational risk,
and subject to policies and procedures and any applicable regulations, Morgan Stanley personnel, including personnel of the investment
adviser, on one side of an information barrier may have access to information and personnel on the other side of the information barrier
through &ldquo;wall crossings.&rdquo; The investment adviser faces conflicts of interest in determining whether to engage in such wall
crossings. Information obtained in connection with such wall crossings may limit or restrict the ability of the investment adviser to
engage in or otherwise effect transactions on behalf of the Fund(s) (including purchasing or selling securities that the investment adviser
may otherwise have purchased or sold for a Fund in the absence of a wall crossing). </P>
<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"></P>


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<P STYLE="font: 10pt/107% Arial, Helvetica, Sans-Serif; margin: 6pt 0"> <I>Investments by Morgan Stanley and its Affiliated Investment
Accounts.</I> In serving in multiple capacities to Affiliated Investment Accounts, Morgan Stanley, including the investment adviser,
sub-adviser and its investment teams, may have obligations to other clients or investors in Affiliated Investment Accounts, the fulfillment
of which may not be in the best interests of a Fund or its shareholders. A Fund&rsquo;s investment objectives may overlap with the investment
objectives of certain Affiliated Investment Accounts. As a result, the members of an investment team may face conflicts in the allocation
of investment opportunities among a Fund and other investment funds, programs, accounts and businesses advised by or affiliated with
the investment adviser or sub-adviser. Certain Affiliated Investment Accounts may provide for higher management or incentive fees or
greater expense reimbursements or overhead allocations, all of which may contribute to this conflict of interest and create an incentive
for the investment adviser to favor such other accounts. To seek to reduce potential conflicts of interest and to attempt to allocate
such investment opportunities in a fair and equitable manner, the investment adviser has implemented allocation policies and procedures.
These policies and procedures are intended to give all clients of the investment adviser, including the Fund(s), fair access to investment
opportunities consistent with the requirements of organizational documents, investment strategies, applicable laws and regulations, and
the fiduciary duties of the investment adviser. </P>

<P STYLE="font: 10pt/107% Arial, Helvetica, Sans-Serif; margin: 6pt 0; background-color: white"> <I>Investments by Separate Investment
Departments</I>. The entities and individuals that provide investment-related services for the Fund and certain other Eaton Vance Investment
Accounts (the &ldquo;Eaton Vance Investment Department&rdquo;) may be different from the entities and individuals that provide investment-related
services to MS Investment Accounts (the &ldquo;MS Investment Department&rdquo; and, together with the Eaton Vance Investment Department,
the &ldquo;Investment Departments&rdquo;). Although Morgan Stanley has implemented information barriers between the Investment Departments
in accordance with internal policies and procedures, each Investment Department may engage in discussions and share information and resources
with the other Investment Department on certain investment-related matters. A MS Investment Account could trade in advance of a Fund
(and vice versa), might complete trades more quickly and efficiently than a Fund, and/or achieve different execution than a Fund on the
same or similar investments made contemporaneously, even when the Investment Departments shared research and viewpoints that led to that
investment decision. Any sharing of information or resources between the Investment Department servicing the Fund and the MS Investment
Department may result, from time to time, in a Fund simultaneously or contemporaneously seeking to engage in the same or similar transactions
as an account serviced by the other Investment Department and for which there are limited buyers or sellers on specific securities, which
could result in less favorable execution for the Fund than such account. </P>

<P STYLE="font: 10pt/107% Arial, Helvetica, Sans-Serif; margin: 6pt 0"> <I>Payments to Broker-Dealers and Other Financial Intermediaries.
</I>The investment adviser and/or EVD may pay compensation, out of their own funds and not as an expense of a Fund, to certain financial
intermediaries (which may include affiliates of the investment adviser and EVD), including recordkeepers and administrators of various
deferred compensation plans, in connection with the sale, distribution, marketing and retention of shares of the Fund and/or shareholder
servicing. The prospect of receiving, or the receipt of, additional compensation, as described above, by financial intermediaries may
provide such financial intermediaries and their financial advisors and other salespersons with an incentive to favor sales of shares
of a Fund over other investment options with respect to which these financial intermediaries do not receive additional compensation (or
receive lower levels of additional compensation). These payment arrangements, however, will not change the price that an investor pays
for shares of a Fund or the amount that the Fund receives to invest on behalf of an investor. Investors may wish to take such payment
arrangements into account when considering and evaluating any recommendations relating to Fund shares and should review carefully any
disclosures provided by financial intermediaries as to their compensation. In addition, in certain circumstances, the investment adviser
may restrict, limit or reduce the amount of a Fund&rsquo;s investment, or restrict the type of governance or voting rights it acquires
or exercises, where the Fund (potentially together with Morgan Stanley) exceeds a certain ownership interest, or possesses certain degrees
of voting or control or has other interests. </P>
<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> <I>Morgan Stanley Trading and Principal Investing Activities. </I>Notwithstanding
anything to the contrary herein, Morgan Stanley will generally conduct its sales and trading businesses, publish research and analysis,
and render investment advice without regard for a Fund&rsquo;s holdings, although these activities could have an adverse impact on the
value of one or more of the Fund&rsquo;s investments, or could cause Morgan Stanley to have an interest in one or more portfolio investments
that is different from, and potentially adverse to, that of a Fund. </P>

<P STYLE="font: 10pt/107% Arial, Helvetica, Sans-Serif; margin: 6pt 0"> <I></I> </P>

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    <!-- Field: /Page -->

<P STYLE="font: 10pt/107% Arial, Helvetica, Sans-Serif; margin: 6pt 0"> <I>Morgan Stanley&rsquo;s Investment Banking and Other Commercial
Activities.</I> Morgan Stanley advises clients on a variety of mergers, acquisitions, restructuring, bankruptcy and financing transactions.
Morgan Stanley may act as an advisor to clients, including other investment funds that may compete with a Fund and with respect to investments
that a Fund may hold. Morgan Stanley may give advice and take action with respect to any of its clients or proprietary accounts that
may differ from the advice given, or may involve an action of a different timing or nature than the action taken, by a Fund. Morgan Stanley
may give advice and provide recommendations to persons competing with a Fund and/or any of a Fund&rsquo;s investments that are contrary
to the Fund&rsquo;s best interests and/or the best interests of any of its investments. Morgan Stanley&rsquo;s activities on behalf of
its clients (such as engagements as an underwriter or placement agent) may restrict or otherwise limit investment opportunities that
may otherwise be available to a Fund. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> Morgan Stanley may be engaged to act as a financial advisor to a
company in connection with the sale of such company, or subsidiaries or divisions thereof, may represent potential buyers of businesses
through its mergers and acquisition activities and may provide lending and other related financing services in connection with such transactions.
Morgan Stanley&rsquo;s compensation for such activities is usually based upon realized consideration and is usually contingent, in substantial
part, upon the closing of the transaction. Under these circumstances, a Fund may be precluded from participating in a transaction with
or relating to the company being sold or participating in any financing activity related to merger or acquisition. </P>

<P STYLE="font: 10pt/107% Arial, Helvetica, Sans-Serif; margin: 6pt 0"> <I>General Process for Potential Conflicts.</I> All of the
transactions described above involve the potential for conflicts of interest between the investment adviser, related persons of the investment
adviser and/or their clients. The Investment Advisers Act of 1940, as amended (the &ldquo;Advisers Act&rdquo;) the 1940 Act and ERISA
impose certain requirements designed to decrease the possibility of conflicts of interest between an investment adviser and its clients.
In some cases, transactions may be permitted subject to fulfillment of certain conditions. Certain other transactions may be prohibited.
In addition, the investment adviser has instituted policies and procedures designed to prevent conflicts of interest from arising and,
when they do arise, to ensure that it effects transactions for clients in a manner that is consistent with its fiduciary duty to its
clients and in accordance with applicable law. The investment adviser seeks to ensure that potential or actual conflicts of interest
are appropriately resolved taking into consideration the overriding best interests of the client. </P>
<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><B>Additional Information</B></P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">The Prospectus and the SAI do not contain all of the information set
forth in the Registration Statement that the Trust has filed with the SEC. The complete Registration Statement may be obtained from the
SEC upon payment of the fee prescribed by its rules and regulations. The SAI can be obtained without charge by calling 1-800-262-1122.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">Statements contained in this Prospectus as to the contents of any contract
or other document referred to are not necessarily complete, and, in each instance, reference is made to the copy of such contract or other
document filed as an exhibit to the Registration Statement of which this Prospectus forms a part, each such statement being qualified
in all respects by such reference.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0"> Beginning on January 1, 2021, as permitted by regulations adopted by
the Securities and Exchange Commission, paper copies of the Trust&rsquo;s annual and semi-annual shareholder reports are no longer being
sent by mail unless you specifically request paper copies of the reports. Instead, the reports are being made available on the Trust&rsquo;s
website (funds.eatonvance.com/closed-end-fund-and-term-trust-documents.php), and you will be notified by mail each time a report is posted
and provided with a website address to access the report. If you already elected to receive shareholder reports electronically, you will
not be affected by this change and you need not take any action. If you hold shares at the Trust&rsquo;s transfer agent, American Stock
Transfer &amp; Trust Company, LLC (&ldquo;AST&rdquo;), you may elect to receive shareholder reports and other communications from the
Trust electronically by contacting AST. If you own your shares through a financial intermediary (such as a broker-dealer or bank), you
must contact your financial intermediary to sign up. You may elect to receive all future Trust shareholder reports in paper free of charge.
If you hold shares at AST, you can inform AST that you wish to continue receiving paper copies of your shareholder reports by calling
1-866-439-6787. If you own these shares through a financial intermediary, you must contact your financial intermediary or follow instructions
included with this disclosure, if applicable, to elect to continue to receive paper copies of your shareholder reports. Your election
to receive reports in paper will apply to all funds held with AST or to all funds held through your financial intermediary, as applicable. </P>


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    <!-- Field: /Page -->

<P STYLE="font: bold 12pt Arial, Helvetica, Sans-Serif; margin: 3pt 0">Table of Contents for the Statement of Additional Information</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 9pt Arial Narrow, Helvetica, Sans-Serif; width: 80%; border-collapse: collapse">
  <TR STYLE="vertical-align: top">
    <TD STYLE="width: 89%; padding: 3pt 5.5pt; font: 10pt/12pt Arial, Helvetica, Sans-Serif; text-align: center">&nbsp;</TD>
    <TD STYLE="width: 11%; padding: 3pt 17pt 3pt 5.5pt; font: 10pt/12pt Arial, Helvetica, Sans-Serif; text-align: right">Page</TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD STYLE="font: 10pt/12pt Arial, Helvetica, Sans-Serif; padding: 3pt 5.5pt">Additional Investment Information and Restrictions&#9;</TD>
    <TD STYLE="font: 10pt/12pt Arial, Helvetica, Sans-Serif; padding: 3pt 17pt 3pt 5.5pt; text-align: right">2</TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD STYLE="font: 10pt/12pt Arial, Helvetica, Sans-Serif; padding: 3pt 5.5pt">Trustees and Officers&#9;</TD>
    <TD STYLE="font: 10pt/12pt Arial, Helvetica, Sans-Serif; padding: 3pt 17pt 3pt 5.5pt; text-align: right">18</TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD STYLE="font: 10pt/12pt Arial, Helvetica, Sans-Serif; padding: 3pt 5.5pt">Investment Advisory and Other Services&#9;</TD>
    <TD STYLE="font: 10pt/12pt Arial, Helvetica, Sans-Serif; padding: 3pt 17pt 3pt 5.5pt; text-align: right">26</TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD STYLE="font: 10pt/12pt Arial, Helvetica, Sans-Serif; padding: 3pt 5.5pt">Determination of Net Asset Value&#9;</TD>
    <TD STYLE="font: 10pt/12pt Arial, Helvetica, Sans-Serif; padding: 3pt 17pt 3pt 5.5pt; text-align: right"> 29 </TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD STYLE="font: 10pt/12pt Arial, Helvetica, Sans-Serif; padding: 3pt 5.5pt">Portfolio Trading&#9;</TD>
    <TD STYLE="font: 10pt/12pt Arial, Helvetica, Sans-Serif; padding: 3pt 17pt 3pt 5.5pt; text-align: right"> 30 </TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD STYLE="font: 10pt/12pt Arial, Helvetica, Sans-Serif; padding: 3pt 5.5pt">Taxes&#9;</TD>
    <TD STYLE="font: 10pt/12pt Arial, Helvetica, Sans-Serif; padding: 3pt 17pt 3pt 5.5pt; text-align: right">33</TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD STYLE="font: 10pt/12pt Arial, Helvetica, Sans-Serif; padding: 3pt 5.5pt">Other Information&#9;</TD>
    <TD STYLE="font: 10pt/12pt Arial, Helvetica, Sans-Serif; padding: 3pt 17pt 3pt 5.5pt; text-align: right">37</TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD STYLE="font: 10pt/12pt Arial, Helvetica, Sans-Serif; padding: 3pt 5.5pt">Custodian&#9;</TD>
    <TD STYLE="font: 10pt/12pt Arial, Helvetica, Sans-Serif; padding: 3pt 17pt 3pt 5.5pt; text-align: right">38</TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD STYLE="font: 10pt/12pt Arial, Helvetica, Sans-Serif; padding: 3pt 5.5pt">Independent Registered Public Accounting Firm&#9;</TD>
    <TD STYLE="font: 10pt/12pt Arial, Helvetica, Sans-Serif; padding: 3pt 17pt 3pt 5.5pt; text-align: right">38</TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD STYLE="font: 10pt/12pt Arial, Helvetica, Sans-Serif; padding: 3pt 5.5pt"> Control Persons and Principal Holders of Securities&#9; </TD>
    <TD STYLE="font: 10pt/12pt Arial, Helvetica, Sans-Serif; padding: 3pt 17pt 3pt 5.5pt; text-align: right"> 38 </TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD STYLE="font: 10pt/12pt Arial, Helvetica, Sans-Serif; padding: 3pt 5.5pt"> Potential Conflicts of Interest&#9; </TD>
    <TD STYLE="font: 10pt/12pt Arial, Helvetica, Sans-Serif; padding: 3pt 17pt 3pt 5.5pt; text-align: right"> 38 </TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD STYLE="font: 10pt/12pt Arial, Helvetica, Sans-Serif; padding: 3pt 5.5pt">Financial Statements&#9;</TD>
    <TD STYLE="font: 10pt/12pt Arial, Helvetica, Sans-Serif; padding: 3pt 17pt 3pt 5.5pt; text-align: right"> 44 </TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD STYLE="font: 10pt/12pt Arial, Helvetica, Sans-Serif; padding: 3pt 5.5pt">APPENDIX A: Ratings&#9;</TD>
    <TD STYLE="font: 10pt/12pt Arial, Helvetica, Sans-Serif; padding: 3pt 17pt 3pt 5.5pt; text-align: right"> 45 </TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD STYLE="font: 10pt/12pt Arial, Helvetica, Sans-Serif; padding: 3pt 5.5pt">APPENDIX B: Proxy Voting Policy and Procedures&#9;</TD>
    <TD STYLE="font: 10pt/12pt Arial, Helvetica, Sans-Serif; padding: 3pt 17pt 3pt 5.5pt; text-align: right"> 54 </TD></TR>
  </TABLE>
<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0">&nbsp;</P>


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<P STYLE="font: bold 12pt Arial, Helvetica, Sans-Serif; margin: 3pt 0">The Trust&rsquo;s Privacy Policy</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> The Eaton Vance organization is committed to ensuring your financial
privacy. Each entity listed below has adopted privacy policy and procedures (&ldquo;Privacy Program&rdquo;) Eaton Vance believes is reasonably
designed to protect your personal information and to govern when and with whom Eaton Vance may share your personal information. </P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin-top: 0; margin-bottom: 0"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Symbol">&#183;</FONT></TD><TD>At the time of opening an account, Eaton Vance generally requires you to provide us with certain information such as name, address,
social security number, tax status, account numbers, and account balances. This information is necessary for us to both open an account
for you and to allow us to satisfy legal requirements such as applicable anti-money laundering reviews and know-your-customer requirements.</TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin-top: 0; margin-bottom: 0"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.25in"> <FONT STYLE="font-family: Symbol">&#183;</FONT> </TD><TD> On an ongoing basis, in the normal course of servicing your account, Eaton Vance may share your information with unaffiliated third
parties that perform various services for Eaton Vance and/or your account. These third parties include transfer agents, custodians, broker/dealers
and our professional advisers, including auditors, accountants, and legal counsel. Eaton Vance may share your personal information with
our affiliates. Eaton Vance may also share your information as required or permitted by applicable law. </TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin-top: 0; margin-bottom: 0"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.25in"> <FONT STYLE="font-family: Symbol">&#183;</FONT> </TD><TD> We have adopted a Privacy Program we believe is reasonably designed to protect the confidentiality of your personal information
and to prevent unauthorized access to that information. </TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin-top: 0; margin-bottom: 0"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Symbol">&#183;</FONT></TD><TD>We reserve the right to change our Privacy Program at any time upon proper notification to you. You may want to review our Privacy
Program periodically for changes by accessing the link on our homepage: www.eatonvance.com.</TD></TR></TABLE>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> Our pledge of protecting your personal information applies to the
following entities within the Eaton Vance organization: the Eaton Vance Family of Funds, Eaton Vance Management, Eaton Vance WaterOak
Advisors, Eaton Vance Distributors, Inc., Eaton Vance Trust Company, Eaton Vance Management (International) Limited, Eaton Vance Advisers
International Ltd., Eaton Vance Global Advisors Limited, Eaton Vance Management&rsquo;s Real Estate Investment Group, Boston Management
and Research, Calvert Research and Management, and Calvert Funds. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">This Privacy Notice supersedes all previously issued privacy disclosures.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> For more information about Eaton Vance&rsquo;s Privacy Program or
about how your personal information may be used, please call 1-800-262-1122. </P>


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<P STYLE="font: bold 18pt Arial, Helvetica, Sans-Serif; margin: 3pt 0; text-align: center">Up to 4,551,438 Shares</P>

<P STYLE="font: bold 18pt Arial, Helvetica, Sans-Serif; margin: 3pt 0; text-align: center">Eaton Vance Senior Income Trust</P>

<P STYLE="font: bold 18pt Arial, Helvetica, Sans-Serif; margin: 3pt 0; text-align: center">Common Shares</P>

<P STYLE="font: bold 18pt Arial, Helvetica, Sans-Serif; margin: 3pt 0; text-align: center"> Prospectus [_______] </P>

<P STYLE="font: italic 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0">&nbsp;</P>

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<P STYLE="font: italic 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0">Printed on recycled paper.</P>

<P STYLE="font: italic 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0"></P>

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<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="width: 100%; border-collapse: collapse">
  <TR STYLE="vertical-align: top">
    <TD STYLE="width: 34%; padding-top: 3pt; padding-bottom: 3pt; font: 10pt Arial, Helvetica, Sans-Serif"><FONT STYLE="color: red">SUBJECT TO COMPLETION</FONT></TD>
    <TD STYLE="width: 16%; padding-top: 3pt; padding-bottom: 3pt; font: 10pt Arial, Helvetica, Sans-Serif">&nbsp;</TD>
    <TD STYLE="width: 50%; padding-top: 3pt; padding-bottom: 3pt; text-align: right; font: 10pt Arial, Helvetica, Sans-Serif"><FONT STYLE="color: red">September 21, 2021 </FONT></TD></TR>
  </TABLE>
<P STYLE="font: bold 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0 3pt 4.5in">&nbsp;</P>

<P STYLE="font: bold 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0 3pt 4.5in"> STATEMENT OF<BR>
ADDITIONAL INFORMATION<BR>
[_____], 2021 </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0">&nbsp;</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0"><BR>
<BR>
<BR>
<BR>
<BR>
</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0">&nbsp;</P>

<P STYLE="font: bold 15pt/18pt Arial, Helvetica, Sans-Serif; margin: 3pt 0; text-align: center">Eaton Vance Senior Income Trust</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0; text-align: center">Two International Place<BR>
Boston, Massachusetts 02110<BR>
1-800-262-1122</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0; text-align: center">&nbsp;</P>

<P STYLE="font: bold 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0">Table of Contents</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Arial, Helvetica, Sans-Serif; width: 80%; border-collapse: collapse">
  <TR STYLE="vertical-align: top">
    <TD STYLE="width: 90%; padding: 3pt 5.5pt; line-height: 12pt">&nbsp;</TD>
    <TD STYLE="width: 10%; padding: 3pt 5.5pt; text-align: center">Page</TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD STYLE="padding: 3pt 5.5pt; line-height: 12pt">Additional Investment Information and Restrictions&#9;</TD>
    <TD STYLE="padding: 3pt 5.5pt; text-align: center">2</TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD STYLE="padding: 3pt 5.5pt; line-height: 12pt">Trustees and Officers&#9;</TD>
    <TD STYLE="padding: 3pt 5.5pt; text-align: center">18</TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD STYLE="padding: 3pt 5.5pt; line-height: 12pt">Investment Advisory and Other Services&#9;</TD>
    <TD STYLE="padding: 3pt 5.5pt; text-align: center">26</TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD STYLE="padding: 3pt 5.5pt; line-height: 12pt">Determination of Net Asset Value&#9;</TD>
    <TD STYLE="padding: 3pt 5.5pt; text-align: center"> 30 </TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD STYLE="padding: 3pt 5.5pt; line-height: 12pt">Portfolio Trading&#9;</TD>
    <TD STYLE="padding: 3pt 5.5pt; text-align: center"> 31 </TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD STYLE="padding: 3pt 5.5pt; line-height: 12pt">Taxes&#9;</TD>
    <TD STYLE="padding: 3pt 5.5pt; text-align: center">33</TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD STYLE="padding: 3pt 5.5pt; line-height: 12pt">Other Information&#9;</TD>
    <TD STYLE="padding: 3pt 5.5pt; text-align: center">37</TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD STYLE="padding: 3pt 5.5pt; line-height: 12pt">Custodian&#9;</TD>
    <TD STYLE="padding: 3pt 5.5pt; text-align: center">38</TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD STYLE="padding: 3pt 5.5pt; line-height: 12pt">Independent Registered Public Accounting Firm&#9;</TD>
    <TD STYLE="padding: 3pt 5.5pt; text-align: center">38</TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD STYLE="padding: 3pt 5.5pt; line-height: 12pt"> Control Persons and Principal Holders of Securities&#9; </TD>
    <TD STYLE="padding: 3pt 5.5pt; text-align: center"> 38 </TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD STYLE="padding: 3pt 5.5pt; line-height: 12pt"> Potential Conflicts of Interest&#9; </TD>
    <TD STYLE="padding: 3pt 5.5pt; text-align: center"> 38 </TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD STYLE="padding: 3pt 5.5pt; line-height: 12pt">Financial Statements&#9;</TD>
    <TD STYLE="padding: 3pt 5.5pt; text-align: center"> 39 </TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD STYLE="padding: 3pt 5.5pt; line-height: 12pt">APPENDIX A: Ratings&#9;</TD>
    <TD STYLE="padding: 3pt 5.5pt; text-align: center"> 45 </TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD STYLE="padding: 3pt 5.5pt; line-height: 12pt">APPENDIX B: Proxy Voting Policy and Procedures&#9;</TD>
    <TD STYLE="padding: 3pt 5.5pt; text-align: center"> 54 </TD></TR>
  </TABLE>
<P STYLE="color: red; font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">THE INFORMATION IN THIS STATEMENT OF ADDITIONAL INFORMATION
(&#8220;SAI&#8221;) IS NOT COMPLETE AND MAY BE CHANGED. THESE SECURITIES MAY NOT BE SOLD UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS SAI, WHICH IS NOT A PROSPECTUS, IS NOT AN OFFER TO SELL THESE SECURITIES AND IS
NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.</P>

<P STYLE="font: bold 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0"> THIS STATEMENT OF ADDITIONAL INFORMATION (&#8220;SAI&#8221;)
IS NOT A PROSPECTUS AND IS AUTHORIZED FOR DISTRIBUTION TO PROSPECTIVE INVESTORS ONLY IF PRECEDED OR ACCOMPANIED BY THE PROSPECTUS OF EATON
VANCE SENIOR INCOME TRUST (THE &#8220;TRUST&#8221;) DATED [_____], 2021, AS SUPPLEMENTED FROM TIME TO TIME, WHICH IS INCORPORATED HEREIN
BY REFERENCE. THIS SAI SHOULD BE READ IN CONJUNCTION WITH SUCH PROSPECTUS, A COPY OF WHICH MAY BE OBTAINED WITHOUT CHARGE BY CONTACTING
YOUR FINANCIAL INTERMEDIARY OR CALLING THE TRUST AT 1-800-262-1122. </P>


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<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0">Capitalized terms used in this SAI and not otherwise defined have the
meanings given them in the Trust&#8217;s Prospectus and any related Prospectus Supplements.</P>

<P STYLE="font: bold 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0; text-align: center">ADDITIONAL INVESTMENT INFORMATION AND RESTRICTIONS</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">Primary investment strategies are described in the Prospectus. The following
is a description of the various investment practices that may be engaged in, whether as a primary or secondary strategy, and a summary
of certain attendant risks. The Adviser may not buy any of the following instruments or use any of the following techniques unless it
believes that doing so will help to achieve the Trust&#8217;s investment objective.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><B>SENIOR LOANS</B></P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> Senior Loans are loans that are senior in repayment priority to other
debt of the borrower. Senior Loans generally pay interest that floats, adjusts or varies periodically based on benchmark indicators, specified
adjustment schedules or prevailing interest rates. Senior Loans are often secured by specific assets or &#8220;collateral,&#8221; although
they may not be secured by collateral. A Senior Loan is typically originated, negotiated and structured by a U.S. or foreign commercial
bank, insurance company, finance company or other financial institution (the &#8220;Agent&#8221;) for a group of loan investors (&#8220;Loan
Investors&#8221;), generally referred to as a &#8220;syndicate.&#8221; The Agent typically administers and enforces the Senior Loan on
behalf of the Loan Investors in the syndicate. In addition, an institution, typically but not always the Agent, holds any collateral on
behalf of the Loan Investors. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> Loan interests primarily take the form of assignments purchased in
the primary or secondary market. Loan interests may also take the form of participation interests in, or novations of, a Senior Loan.
Senior Loans primarily include senior floating rate loans and secondarily senior floating rate debt obligations (including those issued
by an asset-backed pool), and interests therein. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> <FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><I>Loan
Collateral.</I></FONT> Borrowers generally will, for the term of the Senior Loan, pledge collateral to secure their obligation. In addition,
Senior Loans may be guaranteed by or secured by assets of the borrower&#8217;s owners or affiliates. During the term of the Senior Loan,
the value of collateral securing the Loan may decline in value, causing the Loan to be under-collateralized. Collateral may consist of
assets that may not be readily liquidated, and there is no assurance that the liquidation of such assets would satisfy fully a borrower&#8217;s
obligations under a Senior Loan. In addition, if a Senior Loan is foreclosed, the Trust could become part owner of the collateral and
would bear the costs and liabilities associated with owning and disposing of such collateral. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> <FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><I>Fees.</I></FONT>
The Trust may receive a facility fee when it buys a Senior Loan, and pay a facility fee when it sells a Senior Loan. On an ongoing basis,
the Trust may receive a commitment fee based on the undrawn portion of the underlying line of credit portion of a Senior Loan. In certain
circumstances, the Trust may receive a prepayment penalty fee upon the prepayment of a Senior Loan by a borrower or an amendment fee. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> <FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><I>Loan Administration.</I></FONT>
In a typical Senior Loan, the Agent administers the terms of the loan agreement and is responsible for the collection of principal, and
interest payments from the borrower and the apportionment of these payments to the Loan Investors. Failure by the Agent to fulfill its
obligations may delay or adversely affect receipt of payment by the Trust. Furthermore, unless under the terms of a loan agreement or
participation (as applicable) the Trust has direct recourse against the borrower, the Trust must rely on the Agent and the other Loan
Investors to use appropriate remedies against the borrower. The Agent is typically responsible for monitoring compliance with covenants
contained in the loan agreement based upon reports prepared by the borrower. The typical practice of an Agent or a Loan Investor in relying
exclusively or primarily on reports from the borrower may involve the risk of fraud by the borrower. It is unclear whether an investment
in a Senior Loan offers the securities law protections against fraud and misrepresentation. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> A financial institution&#8217;s appointment as Agent may usually
be terminated in the event that it fails to observe the requisite standard of care or becomes insolvent. A successor Agent would generally
be appointed to replace the terminated Agent, and assets held by the Agent under the Loan Agreement should remain available to holders
of Senior Loans. However, if assets held by the Agent for the benefit of the Trust were determined to be subject to the claims of the
Agent&#8217;s general creditors, the Trust might incur certain costs and delays in realizing payment on a Senior Loan, or suffer a loss
of principal and/or interest. In situations involving other Interposed Persons (as defined below), similar risks may arise. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> <FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><I>Additional
Information.</I></FONT> The Trust may purchase and retain in its portfolio a Senior Loan where the borrower has experienced, or may be
perceived to be likely to experience, credit problems, including involvement in or recent emergence from bankruptcy reorganization proceedings
or other forms of debt restructuring. While such investments may provide opportunities for enhanced income as well as capital appreciation,
they generally involve greater risk and may be considered speculative. The Trust may from time to time participate in ad-hoc committees
formed by creditors to negotiate with the management of financially troubled borrowers. The Trust may incur legal fees as a result of
such </P>


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<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> participation. In addition, such participation may restrict the Trust&#8217;s
ability to trade in or acquire additional positions in a particular security when it might otherwise desire to do so. Participation by
the Trust also may expose the Trust to potential liabilities under bankruptcy or other laws governing the rights of creditors and debtors.
The Trust will participate in such committees only when the investment adviser believes that such participation is necessary or desirable
to enforce the Trust&#8217;s rights as a creditor or to protect the value of a Senior Loan held by the Trust. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> In some instances, other accounts managed by the investment adviser
may hold other securities issued by borrowers the Senior Loans of which may be held by the Trust. These other securities may include,
for example, debt securities that are subordinate to the Senior Loans held by the Trust, convertible debt or common or preferred equity
securities. In certain circumstances, such as if the credit quality of the borrower deteriorates, the interests of holders of these other
securities may conflict with the interests of the holders of the borrower&#8217;s Senior Loans. In such cases, the investment adviser
may owe conflicting fiduciary duties to the Trust and other client accounts. The investment adviser will endeavor to carry out its obligations
to all of its clients to the fullest extent possible, recognizing that in some cases, certain clients may achieve a lower economic return,
as a result of these conflicting client interests, than if the investment adviser&#8217;s client accounts collectively held only a single
category of the issuer&#8217;s securities. See &#8220;Potential Conflicts of Interest.&#8221; </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> The Trust may acquire warrants and other equity securities as part
of a unit combining a Senior Loan and equity securities of a borrower or its affiliates. The Trust may also acquire equity securities
or debt securities (including non-dollar denominated debt securities) issued in exchange for a Senior Loan or issued in connection with
the debt restructuring or reorganization of a borrower, or if such acquisition, in the judgment of the investment adviser, may enhance
the value of a Senior Loan or would otherwise be consistent with the Trust&#8217;s investment policies. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> The Trust will generally acquire participations only if the Loan
Investor selling the participation, and any other persons interpositioned between the Trust and the Loan Investor (an &#8220;Interposed
Person&#8221;), at the time of investment, has outstanding debt or deposit obligations rated investment grade (BBB or A-3 or higher by
S&amp;P or Baa or P- 3 or higher by Moody&#8217;s or comparably rated by another nationally recognized statistical ratings organization)
or determined by the investment adviser to be of comparable quality. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> <B>LOANS</B> </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> Loans may be primary, direct investments or investments in loan assignments
or participation interests. A loan assignment represents a portion or the entirety of a loan and a portion of the entirety of a position
previously attributable to a different lender. The purchaser of an assignment typically succeeds to all the rights and obligations under
the loan agreement and has the same rights and obligations as the assigning investor. However, assignments through private negotiations
may cause the purchaser of an assignment to have different and more limited rights than those held by the assigning investor. Loan participation
interests are interests issued by a lender or other entity and represent a fractional interest in a loan. The Trust typically will have
a contractual relationship only with the financial institution that issued the participation interest. As a result, the Trust may have
the right to receive payments of principal, interest and any fees to which it is entitled only from the financial institution and only
upon receipt by such entity of such payments from the borrower. In connection with purchasing a participation interest, the Trust generally
will have no right to enforce compliance by the borrower with the terms of the loan agreement, nor any rights with respect to any funds
acquired by other investors through set-off against the borrower and the Trust may not directly benefit from the collateral supporting
the loan in which it has purchased the participation interest. As a result, the Trust may assume the credit risk of both the borrower
and the financial institution issuing the participation interest. In the event of the insolvency of the entity issuing a participation
interest, the Trust may be treated as a general creditor of such entity. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> Loans may be originated by a lending agent, such as a financial institution
or other entity, on behalf of a group or &#8220;syndicate&#8221; of loan investors (the &#8220;Loan Investors&#8221;). In such a case,
the agent administers the terms of the loan agreement and is responsible for the collection of principal, and interest payments from the
borrower and the apportionment of these payments to the Loan Investors. Failure by the agent to fulfill its obligations may delay or adversely
affect receipt of payment by the Trust. Furthermore, unless under the terms of a loan agreement or participation (as applicable) the Trust
has direct recourse against the borrower, the Trust must rely on the Agent and the other Loan Investors to pursue appropriate remedies
against the borrower. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> Loan investments may be made at par or at a discount or premium
to par. The interest payable on a loan may be fixed or floating rate, and paid in cash or in-kind. In connection with transactions in
loans, the Trust may be subject to facility or other fees. Loans may be secured by specific collateral or other assets of the borrower,
guaranteed by a third party, unsecured or subordinated. During the term of a loan, the value of any collateral securing the loan may
decline in value, causing the loan to be under collateralized. Collateral may consist of assets that may not be readily liquidated, and
there is no assurance that the liquidation of such assets would satisfy fully a borrower&#8217;s obligations under the loan. In addition,
if a loan is foreclosed, the Trust could become part owner of the collateral and would bear the costs and liabilities associated with
owning and disposing of such collateral. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> </P>

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<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> A lender&#8217;s repayment and other rights primarily are determined
by governing loan, assignment or participation documents, which (among other things) typically establish the priority of payment on the
loan relative to other indebtedness and obligations of the borrower. A borrower typically is required to comply with certain covenants
contained in a loan agreement between the borrower and the holders of the loan. The types of covenants included in loan agreements generally
vary depending on market conditions, the creditworthiness of the issuer, and the nature of the collateral securing the loan. Loans with
fewer covenants that restrict activities of the borrower may provide the borrower with more flexibility to take actions that may be detrimental
to the loan holders and provide fewer investor protections in the event covenants are breached. The Trust may experience relatively greater
realized or unrealized losses or delays and expense in enforcing its rights with respect to loans with fewer restrictive covenants. Loans
to entities located outside of the U.S. (including to sovereign entities) may have substantially different lender protections and covenants
as compared to loans to U.S. entities and may involve greater risks.&nbsp; In the event of bankruptcy, applicable law may impact a lender&#8217;s
ability to enforce its rights. The Trust may have difficulties and incur expense enforcing its rights with respect to non-U.S. loans and
such loans could be subject to bankruptcy laws that are materially different than in the U.S. Sovereign entities may be unable or unwilling
to meet their obligations under a loan due to budgetary limitations or economic or political changes within the country. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> Investing in loans involves the risk of default by the borrower or
other party obligated to repay the loan. In the event of insolvency of the borrower or other obligated party, the Trust may be treated
as a general creditor of such entity unless it has rights that are senior to that of other creditors or secured by specific collateral
or assets of the borrower. Fixed-rate loans are also subject to the risk that their value will decline in a rising interest rate environment.
This risk is mitigated for floating-rate loans, where the interest rate payable on the loan resets periodically by reference to a base
lending rate. The base lending rate usually is the London Interbank Offered Rate (&#8220;LIBOR&#8221;), the Federal Reserve federal funds
rate, the prime rate or other base lending rates used by commercial lenders. LIBOR usually is an average of the interest rates quoted
by several designated banks as the rates at which they pay interest to major depositors in the London interbank market on U.S. dollar-denominated
deposits. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> Many financial instruments use or may use a floating rate based on
LIBOR, which is the offered rate for short-term Eurodollar deposits between major international banks. On July 27, 2017, the head of the
United Kingdom&#8217;s Financial Conduct Authority announced a desire to phase out the use of LIBOR beginning at the end of 2021. Due
to this announcement, there remains uncertainty regarding the future utilization of LIBOR and the nature of any replacement rate. As such,
the potential effect of a transition away from LIBOR on the Trust or the financial instruments in which the Trust invests cannot yet be
determined. See &#8220;LIBOR Transition and Associated Risk&#8221; herein. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> The Trust will take whatever action it considers appropriate in
the event of anticipated financial difficulties, default or bankruptcy of the borrower or other entity obligated to repay a loan. Such
action may include: (i) retaining the services of various persons or firms (including affiliates of the investment adviser) to evaluate
or protect any collateral or other assets securing the loan or acquired as a result of any such event; (ii) managing (or engaging other
persons to manage) or otherwise dealing with any collateral or other assets so acquired; and (iii) taking such other actions (including,
but not limited to, payment of operating or similar expenses relating to the collateral) as the investment adviser may deem appropriate
to reduce the likelihood or severity of loss on the Trust&#8217;s investment and/or maximize the return on such investment.&nbsp; The
Trust will incur additional expenditures in taking protective action with respect to loans in (or anticipated to be in) default and assets
securing such loans. In certain circumstances, the Trust may receive equity or equity-like securities from a borrower to settle the loan
or may acquire an equity interest in the borrower. Representatives of the Trust also may join creditor or similar committees relating
to loans. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> Lenders can be sued by other creditors and the debtor and its shareholders.
Losses could be greater than the original loan amount and occur years after the loan&#8217;s recovery. If a borrower becomes involved
in bankruptcy proceedings, a court may invalidate the Trust&#8217;s security interest in any loan collateral or subordinate the Trust&#8217;s
rights under the loan agreement to the interests of the borrower&#8217;s unsecured creditors or cause interest previously paid to be refunded
to the borrower. There are also other events, such as the failure to perfect a security interest due to faulty documentation or faulty
official filings, which could lead to the invalidation of the Trust&#8217;s security interest in loan collateral. If any of these events
occur, the Trust&#8217;s performance could be negatively affected. </P>


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<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> Interests in loans generally are not listed on any national securities
exchange or automated quotation system and no active market may exist for many loans, making them illiquid. As described below, a secondary
market exists for many Senior Loans, but it may be subject to irregular trading activity, wide bid/ask spreads and extended trade settlement
periods. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> From time to time the investment adviser and its affiliates may borrow
money from various banks in connection with their business activities. Such banks may also sell interests in loans to or acquire them
from the Trust or may be intermediate participants with respect to loans in which the Trust owns interests. Such banks may also act as
agents for loans held by the Trust. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> To the extent that legislation or state or federal regulators that
regulate certain financial institutions impose additional requirements or restrictions with respect to the ability of such institutions
to make loans, particularly in connection with highly leveraged transactions, the availability of loans for investment may be adversely
affected. Further, such legislation or regulation could depress the market value of loans. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> <B>JUNIOR LOANS</B> </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> Due to their lower place in the borrower&#8217;s capital structure
and possible unsecured status, certain loans (&#8220;Junior Loans&#8221;) involve a higher degree of overall risk than Senior Loans (described
below) of the same borrower. Junior Loans may be direct loans or purchased either in the form of an assignment or a loan participation.
Junior Loans are subject to the same general risks inherent in any loan investment (see &#8220;Loans&#8221; below). Junior Loans include
secured and unsecured subordinated loans, as well as second lien loans and subordinated bridge loans. A second lien loan is generally
second in line in terms of repayment priority and may have a claim on the same collateral pool as the first lien, or it may be secured
by a separate set of assets. Second lien loans generally give investors priority over general unsecured creditors in the event of an asset
sale. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> Bridge loans or bridge facilities are short-term loan arrangements
(e.g., 12 to 18 months) typically made by a borrower in anticipation of intermediate-term or long-term permanent financing. Most bridge
loans are structured as floating-rate debt with step-up provisions under which the interest rate on the bridge loan rises the longer
the loan remains outstanding and may be converted into senior exchange notes if the loan has not been prepaid in full on or prior to
its maturity date. Bridge loans may be subordinate to other debt and may be secured or unsecured. Bridge loans are generally made with
the expectation that the borrower will be able to obtain permanent financing in the near future. Any delay in obtaining permanent financing
subjects the bridge loan investor to increased risk. A borrower with an outstanding bridge loan may be unable to locate permanent financing
to replace the bridge loan, which may impair the borrower&#8217;s perceived creditworthiness. From time to time, the Trust may make a
commitment to participate in a bridge loan facility, obligating itself to participate in the facility if it funds. In return for this
commitment, the Trust receives a fee. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> <FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>Debtor-in-Possession
Financing.</B></FONT> The Trust may invest in debtor-in-possession financings (commonly called &#8220;DIP financings&#8221;). DIP financings
are arranged when an entity seeks the protections of the bankruptcy court under chapter 11 of the U.S. Bankruptcy Code. These financings
allow the entity to continue its business operations while reorganizing under chapter 11. Such financings are senior liens on unencumbered
security (i.e., security not subject to other creditors&#8217; claims). There is a risk that the entity will not emerge from chapter 11
and be forced to liquidate its assets under chapter 7 of the Bankruptcy Code. In such event, the Trust&#8217;s only recourse will be against
the property securing the DIP financing. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> <FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>Regulatory
Changes.</B></FONT> To the extent that legislation or state or federal regulators that regulate certain financial institutions impose
additional requirements or restrictions with respect to the ability of such institutions to make loans, particularly in connection with
highly leveraged transactions, the availability of Senior Loans for investment may be adversely affected. Further, such legislation or
regulation could depress the market value of Senior Loans. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>Credit Quality.</B></FONT>
Many Senior Loans in which the Trust may invest are of below investment grade credit quality. Accordingly, these Senior Loans are subject
to similar or identical risks and other characteristics described below in relation to Non-Investment Grade Bonds.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> <FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>LIBOR
Transition and Associated Risk.</B></FONT> The London Interbank Offered Rate (&#8220;LIBOR&#8221;) is the average offered rate for various
maturities of short-term loans between major international banks who are members of the British Bankers Association. LIBOR is the most
common benchmark interest rate index used to make adjustments to variable-rate loans. It is used throughout global banking and financial
industries to determine interest rates for a variety of financial instruments (such as debt instruments and derivatives) and borrowing
arrangements, and to determine dividend rates for preferred shares. In July 2017, the Financial Conduct Authority (the &#8220;FCA&#8221;),
the United Kingdom financial regulatory body, announced a desire to phase out the use of LIBOR. The ICE Benchmark Administration Limited,
the administrator of LIBOR, is expected to cease publishing certain LIBOR settings on December 31, 2021, and the remaining LIBOR settings
on June 30, 2023. Many market participants are expected to transition to the use of alternative reference or benchmark rates before the
end of 2021. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> </P>

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<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> In June 2017, the Alternative Reference Rates Committee, a group
of large U.S. banks working with the Federal Reserve, announced its selection of a new Secured Overnight Financing Rate (&#8220;SOFR&#8221;),
which is intended to be a broad measure of secured overnight U.S. Treasury repo rates, as an appropriate replacement for LIBOR. The Federal
Reserve Bank of New York began publishing the SOFR earlier in 2018, with the expectation that it could be used on a voluntary basis in
new instruments and transactions. Bank working groups and regulators in other countries have suggested other alternatives for their markets,
including the Sterling Overnight Interbank Average Rate in England. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> Various financial industry groups have begun planning for
that transition, but there are obstacles to converting certain longer term securities and transactions to a new benchmark. Although the
transition process away from LIBOR is expected to be defined in advance of the anticipated discontinuation date, there remains uncertainty
regarding the future utilization of LIBOR and the nature of any replacement rate or rates. The transition process may involve, among
other things, increased volatility or illiquidity in markets for instruments that currently rely on LIBOR. The transition may also result
in a change in (i) the value of certain instruments held by the Trust, (ii) the cost of borrowing or the dividend rate for preferred
shares, or (iii) the effectiveness of related Trust transactions such as hedges, as applicable. When LIBOR is discontinued, the LIBOR
replacement rate may be lower than market expectations, which could have an adverse impact on the value of preferred and debt-securities
with floating or fixed-to-floating rate coupons. Any such effects of the transition away from LIBOR, as well as other unforeseen effects,
could result in losses to the Trust. Since the usefulness of LIBOR as a benchmark could deteriorate during the transition period, these
effects could occur prior to the discontinuation date. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> Additionally, while some existing LIBOR-based instruments may contemplate
a scenario where LIBOR is no longer available by providing for an alternative or &#8220;fallback&#8221; rate-setting methodology, there
may be significant uncertainty regarding the effectiveness of any such alternative methodologies to replicate LIBOR. Not all existing
LIBOR-based instruments have such fallback provisions, and many that do, do not contemplate the permanent cessation of LIBOR. While it
is expected that market participants will amend legacy financial instruments referencing LIBOR to include fallback provisions to alternative
reference rates, there remains uncertainty regarding the willingness and ability of parties to add or amend such fallback provisions in
legacy instruments maturing after the end of 2021, particularly with respect to legacy cash products. Although there are ongoing efforts
among certain government entities and other organizations to address these uncertainties, the ultimate effectiveness of such efforts in
not yet known. Liquid markets for newly-issued instruments that use an alternative reference rate are still developing. Consequently,
there may be challenges for a Trust to enter into hedging transactions against instruments tied to alternative reference rates until a
market for such hedging transactions develops. Certain proposed replacement rates to LIBOR, such as SOFR, are materially different from
LIBOR, and changes in the applicable spread for financial instruments transitioning away from LIBOR will need to be made to accommodate
the differences. Furthermore, the risks associated with the expected discontinuation of LIBOR and transition to replacement rates may
be exacerbated if an orderly transition to an alternative reference rate is not completed in a timely manner. </P>

<P STYLE="font: bold 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0">NON-INVESTMENT GRADE BONDS</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">Investments in Non-Investment Grade Bonds generally provide greater
income and increased opportunity for capital appreciation than investments in higher quality securities, but they also typically entail
greater price volatility and principal and income risk, including the possibility of issuer default and bankruptcy. Non-Investment Grade
Bonds are regarded as predominantly speculative with respect to the issuer&#8217;s continuing ability to meet principal and interest payments.
Debt securities in the lowest investment grade category also may be considered to possess some speculative characteristics by certain
rating agencies. In addition, analysis of the creditworthiness of issuers of Non-Investment Grade Bonds may be more complex than for issuers
of higher quality securities.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">Non-Investment Grade Bonds may be more susceptible to real or perceived
adverse economic and competitive industry conditions than investment grade securities. A projection of an economic downturn or of a period
of rising interest rates, for example, could cause a decline in Non-Investment Grade Bond prices because the advent of recession could
lessen the ability of an issuer to make principal and interest payments on its debt obligations. If an issuer of Non-Investment Grade
Bonds defaults, in addition to risking payment of all or a portion of interest and principal, the Trust may incur additional expenses
to seek recovery. In the case of Non-Investment Grade Bonds structured as zero-coupon, step-up or payment-in-kind securities, their market
prices will normally be affected to a greater extent by interest rate changes, and therefore tend to be more volatile than securities
that pay interest currently and in cash. Eaton Vance seeks to reduce these risks through diversification, credit analysis and attention
to current developments in both the economy and financial markets.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"></P>

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<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">The secondary market on which Non-Investment Grade Bonds are traded
may be less liquid than the market for investment grade securities. Less liquidity in the secondary trading market could adversely affect
the net asset value of the Common Shares. Adverse publicity and investor perceptions, whether or not based on fundamental analysis, may
decrease the values and liquidity of Non-Investment Grade Bonds, especially in a thinly traded market. When secondary markets for Non-Investment
Grade Bonds are less liquid than the market for investment grade securities, it may be more difficult to value the securities because
such valuation may require more research, and elements of judgment may play a greater role in the valuation because there is no reliable,
objective data available. During periods of thin trading in these markets, the spread between bid and asked prices is likely to increase
significantly and the Trust may have greater difficulty selling these securities. The Trust will be more dependent on Eaton Vance&#8217;s
research and analysis when investing in Non-Investment Grade Bonds. Eaton Vance seeks to minimize the risks of investing in all securities
through in-depth credit analysis and attention to current developments in interest rate and market conditions.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">A general description of the ratings of securities by S&amp;P, Fitch
and Moody&#8217;s is set forth in Appendix A to this SAI. Such ratings represent these rating organizations&#8217; opinions as to the
quality of the securities they rate. It should be emphasized, however, that ratings are general and are not absolute standards of quality.
Consequently, debt obligations with the same maturity, coupon and rating may have different yields while obligations with the same maturity
and coupon may have the same yield. For these reasons, the use of credit ratings as the sole method of evaluating Non-Investment Grade
Bonds can involve certain risks. For example, credit ratings evaluate the safety or principal and interest payments, not the market value
risk of Non-Investment Grade Bonds. Also, credit rating agencies may fail to change credit ratings in a timely fashion to reflect events
since the security was last rated. Eaton Vance does not rely solely on credit ratings when selecting securities for the Trust, and develops
its own independent analysis of issuer credit quality.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">In the event that a rating agency or Eaton Vance downgrades its assessment
of the credit characteristics of a particular issue, the Trust is not required to dispose of such security. In determining whether to
retain or sell a downgraded security, Eaton Vance may consider such factors as Eaton Vance&#8217;s assessment of the credit quality of
the issuer of such security, the price at which such security could be sold and the rating, if any, assigned to such security by other
rating agencies. However, analysis of the creditworthiness of issuers of Non-Investment Grade Bonds may be more complex than for issuers
of high quality debt securities.</P>

<P STYLE="font: bold 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0">OTHER INVESTMENTS</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>Convertible
Securities.</B></FONT> The Trust may invest in 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 the dividend paid on such security until the convertible security
matures or is redeemed, converted or exchanged. Before conversion, convertible securities have characteristics similar to nonconvertible
income securities in that they ordinarily provide a stable stream of income with generally higher yields than those of common stocks of
the same or similar issuers, but lower yields than comparable nonconvertible securities. The value of a convertible security is 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&#8217;s investment value. A convertible
security ranks senior to common stock in a corporation&#8217;s capital structure but is usually subordinated to comparable nonconvertible
securities. Convertible securities may be purchased for their appreciation potential when they yield more than the underlying securities
at the time of purchase or when they are considered to present less risk of principal loss than the underlying securities. Generally speaking,
the interest or dividend yield of a convertible security is somewhat less than that of a non-convertible security of similar quality issued
by the same company. A convertible security may be subject to redemption at the option of the issuer at a price established in the convertible
security&#8217;s governing instrument.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">Convertible securities are issued and traded in a number of securities
markets. Even in cases where a substantial portion of the convertible securities held by the Trust are denominated in U.S. dollars, the
underlying equity securities may be quoted in the currency of the country where the issuer is domiciled. As a result, fluctuations in
the exchange rate between the currency in which the debt security is denominated and the currency in which the share price is quoted will
affect the value of the convertible security. With respect to convertible securities denominated in a currency different from that of
the underlying equity securities, the conversion price may be based on a fixed exchange rate established at the time the securities are
issued, which may increase the effects of currency risk.</P>


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<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">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 equity-like. This is particularly true of convertible securities issued
by companies in the financial services sector.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">Synthetic convertible securities may include either cash-settled convertibles
or manufactured convertibles. Cash-settled convertibles are instruments that are created by the issuer and have the economic characteristics
of traditional convertible securities but may not actually permit conversion into the underlying equity securities in all circumstances.
As an example, a private company may issue a cash-settled convertible that is convertible into common stock only if the company successfully
completes a public offering of its common stock prior to maturity and otherwise pays a cash amount to reflect any equity appreciation.
Manufactured convertibles are created by the investment adviser or another party by combining separate securities that possess one of
the two principal characteristics of a convertible security, i.e., fixed-income (&#8220;fixed-income component&#8221;) or a right to acquire
equity securities (&#8220;convertibility component&#8221;). The fixed-income component is achieved by investing in nonconvertible fixed-income
securities, such as nonconvertible bonds, preferred securities and money market instruments. The convertibility component is achieved
by investing in call options, warrants, or other securities with equity conversion features (&#8220;equity features&#8221;) granting the
holder the right to purchase a specified quantity of the underlying stocks within a specified period of time at a specified price or,
in the case of a stock index option, the right to receive a cash payment based on the value of the underlying stock index. A manufactured
convertible differs from traditional convertible securities in several respects. Unlike a traditional convertible security, which is a
single security that has a unitary market value, a manufactured convertible is comprised of two or more separate securities, each with
its own market value. Therefore, the total &#8220;market value&#8221; of such a manufactured convertible is the sum of the values of its
fixed-income component and its convertibility component. More flexibility is possible in the creation of a manufactured convertible than
in the purchase of a traditional convertible security. Because many corporations have not issued convertible securities, the investment
adviser may combine a fixed-income instrument and an equity feature with respect to the stock of the issuer of the fixed-income instrument
to create a synthetic convertible security otherwise unavailable in the market. The investment adviser may also combine a fixed-income
instrument of an issuer with an equity feature with respect to the stock of a different issuer when the investment adviser believes such
a manufactured convertible would better promote the Trust&#8217;s objective than alternative investments. For example, the investment
adviser may combine an equity feature with respect to an issuer&#8217;s stock with a fixed-income security of a different issuer in the
same industry to diversify the Trust&#8217;s credit exposure, or with a U.S. Treasury instrument to create a manufactured convertible
with a higher credit profile than a traditional convertible security issued by that issuer. A manufactured convertible also is a more
flexible investment in that its two components may be purchased separately and, upon purchasing the separate securities, &#8220;combined&#8221;
to create a manufactured convertible. For example, the Trust may purchase a warrant for eventual inclusion in a manufactured convertible
while postponing the purchase of a suitable bond to pair with the warrant pending development of more favorable market conditions. The
value of a manufactured convertible may respond to certain market fluctuations differently from a traditional convertible security with
similar characteristics. For example, in the event the Trust created a manufactured convertible by combining a short-term U.S. Treasury
instrument and a call option on a stock, the manufactured convertible would be expected to outperform a traditional convertible of similar
maturity that is convertible into that stock during periods when Treasury instruments outperform corporate fixed-income securities and
underperform during periods when corporate fixed-income securities outperform Treasury instruments.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>Fixed-Income
Securities.</B></FONT> Fixed-income securities include bonds, preferred, preference and convertible securities, notes, debentures, asset-backed
securities (including those backed by mortgages), loan participations and assignments, equipment lease certificates, equipment trust
certificates and conditional sales contracts. Generally, issuers of fixed-income securities pay investors periodic interest and repay
the amount borrowed either periodically during the life of the security and/or at maturity. Some fixed-income securities, such as zero
coupon bonds, do not pay current interest, but are purchased at a discount from their face values, and values accumulate over time to
face value at maturity. The market prices of fixed-income securities fluctuate depending on such factors as interest rates, credit quality
and maturity. In general, market prices of fixed-income securities decline when interest rates rise and increase when interest rates
fall. Fixed-income securities are subject to risk factors such as sensitivity to interest rate and real or perceived changes in economic
conditions, payment expectations, liquidity and valuation. Fixed-income securities with longer maturities (for example, over ten years)
are more affected by changes in interest rates and provide less price stability than securities with short-term maturities (for example,
one to ten years). Fixed-income securities bear the risk of principal and interest default by the issuer, which will be greater with
higher yielding, lower grade securities. During an economic downturn, the ability of issuers to service their debt may be impaired. The
rating assigned to a fixed-income security by a rating agency does not reflect assessment of the volatility of the security&#8217;s market
value or of the liquidity of an investment in the securities. Credit ratings are based largely on the issuer&#8217;s historical financial
condition and a rating agency&#8217;s investment analysis at the time of rating, and the rating assigned to any particular security is
not necessarily a reflection of the issuer&#8217;s current financial condition. Credit quality can change from time to time, and recently
issued credit ratings may not fully reflect the actual risks posed by a particular high yield security. In addition to lower rated securities,
the Trust may also invest in higher rated securities. For a description of corporate ratings, see Appendix A.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"></P>

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<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> The fixed-income securities market has been and may continue to be
negatively affected by the novel coronavirus pandemic. As with other serious economic disruptions, governmental authorities and regulators
are responding to this crisis with significant fiscal and monetary policy changes, including considerably lowering interest rates, which,
in some cases could result in negative interest rates. These actions, including their possible unexpected or sudden reversal or potential
ineffectiveness, could further increase volatility in securities and other financial markets and reduce market liquidity. To the extent
the Trust has a bank deposit or holds a debt instrument with a negative interest rate to maturity, the Trust would generate a negative
return on that investment. Similarly, negative rates on investments by money market funds and similar cash management products could lead
to losses on investments, including on investments of the Trust&#8217;s uninvested cash. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>Repurchase
Agreements.</B></FONT> The Trust may enter into repurchase agreements (the purchase of a security coupled with an agreement to resell
at a higher price) with respect to its permitted investments. In the event of the bankruptcy of the other party to a repurchase agreement,
the Trust might experience delays in recovering its cash. To the extent that, in the meantime, the value of the securities the Trust purchased
may have decreased, the Trust could experience a loss. Repurchase agreements maturing in more than seven days that the investment adviser
believes may not be terminated within seven days at approximately the amount at which the Trust has valued the agreements are considered
illiquid securities. The Trust&#8217;s repurchase agreements will provide that the value of the collateral underlying the repurchase agreement
will always be at least equal to the repurchase price, including any accrued interest earned on the agreement, and will be marked to market
daily.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>Reverse Repurchase
Agreements.</B></FONT> While the Trust has no current intention to enter into reverse repurchase agreements, the Trust reserves the right
to enter into reverse repurchase agreements in the future, at levels that may vary over time. Under a reverse repurchase agreement, the
Trust temporarily transfers possession of a portfolio instrument to another party, such as a bank or broker-dealer, in return for cash.
At the same time, the Trust agrees to repurchase the instrument at an agreed upon time and price, which reflects an interest payment.
The Trust may enter into such agreements when it is able to invest the cash acquired at a rate higher than the cost of the agreement,
which would increase earned income.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">When the Trust enters into a reverse repurchase agreement, any fluctuations
in the market value of either the securities transferred to another party or the securities in which the proceeds may be invested would
affect the market value of the Trust's assets. As a result, such transactions may increase fluctuations in the market value of the Trust's
assets. While there is a risk that large fluctuations in the market value of the Trust's assets could affect net asset value, this risk
is not significantly increased by entering into reverse repurchase agreements, in the opinion of the Adviser. Because reverse repurchase
agreements may be considered to be the practical equivalent of borrowing funds, they constitute a form of leverage. The SEC views reverse
repurchase transactions as collateralized borrowings by a fund. Such agreements will be treated as subject to investment restrictions
regarding &#8220;borrowings.&#8221; If the Trust reinvests the proceeds of a reverse repurchase agreement at a rate lower than the cost
of the agreement, entering into the agreement will lower the Trust's yield.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>Zero Coupon
and Deep Discount Bonds and Payment-in-Kind (&#8220;PIK&#8221;) Securities.</B></FONT> Zero coupon bonds are debt obligations that do
not require the periodic payment of interest and are issued at a significant discount from face value. The discount approximates the total
amount of interest the bonds will accrue and compound over the period until maturity at a rate of interest reflecting the market rate
of the security at the time of purchase. The effect of owning debt obligations that do not make current interest payments is that a fixed
yield is earned not only on the original investment but also, in effect, on all discount accretion during the life of the debt obligation.
This implicit reinvestment of earnings at a fixed rate eliminates the risk of being unable to invest distributions at a rate as high as
the implicit yield on the zero coupon bond, but at the same time eliminates the holder&#8217;s ability to reinvest at higher rates in
the future. Deep discount bonds also are issued at a discount from face value, but may make periodic interest payments at a below market
interest rate.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">Payment-in-kind securities (&#8220;PIKs&#8221;) are debt obligations
that pay &#8220;interest&#8221; in the form of other debt obligations, instead of in cash. Each of these instruments is normally issued
and traded at a deep discount from face value. Zero-coupon bonds, step-ups and PIKs allow an issuer to avoid or delay the need to generate
cash to meet current interest payments and, as a result, may involve greater credit risk than bonds that pay interest currently or in
cash. The Trust would be required to distribute the income on these instruments as it accrues, even though the Trust will not receive
the income on a current basis or in cash. Thus, the Trust may have to sell other investments, including when it may not be advisable to
do so, to make income distributions to its shareholders. PIKs and other obligations that do not pay regular income distributions</P>


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<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">may experience greater volatility in response to interest rate changes
and issuer developments. PIKs generally carry higher interest rates compared to obligations that make cash payments of interest to reflect
their payment deferral and increased credit risk. Even if accounting conditions are met for accruing income payable at a future date under
a PIK, the issuer could still default when the collection date occurs at the maturity of or payment date for the PIK. PIKs may be difficult
to value accurately because they involve ongoing judgments as to the collectability of the deferred payments and the value of any associated
collateral. If the issuer of a PIK defaults the Trust may lose its entire investment. PIK interest has the effect of generating investment
income and increasing the incentive fees, if any, payable at a compounding rate. Generally, the deferral of PIK interest increases the
loan to value ratio.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">Bonds and preferred stocks that make &#8220;in-kind&#8221; payments
and other securities that do not pay regular income distributions may experience greater volatility in response to interest rate changes
and issuer developments. PIK securities generally involve significantly greater credit risk than coupon loans because the Trust receives
no cash payments until the maturity date or a specified cash payment date. Even if accounting conditions are met for accruing income payable
at a future date under a PIK bond, the issuer could still default when the collection date occurs at the maturity of or payment date for
the PIK bond. PIK bonds may be difficult to value accurately because they involve ongoing judgments as to the collectability of the deferred
payments and the value of any associated collateral. If the issuer of a PIK security defaults, the Trust may lose its entire investment.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">The Trust is required to accrue income from zero coupon and deep discount
bonds and PIK securities on a current basis, even though it does not receive that income currently in cash, and the Trust is required
to distribute that income for each taxable year. Such distributions could reduce the Trust&#8217;s cash position and require it to sell
securities and incur a gain or loss at a time it may not otherwise want to in order to provide the cash necessary for these distributions.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>Indexed Securities.</B></FONT>
The Trust may invest in securities that fluctuate in value with an index. Such securities generally will either be issued by the U.S.
Government or one of its agencies or instrumentalities or, if privately issued, collateralized by mortgages that are insured, guaranteed
or otherwise backed by the U.S. Government, its agencies or instrumentalities. The interest rate or, in some cases, the principal payable
at the maturity of an indexed security may change positively or inversely in relation to one or more interest rates, financial indices,
securities prices or other financial indicators (&#8220;reference prices&#8221;). An indexed security may be leveraged to the extent that
the magnitude of any change in the interest rate or principal payable on an indexed security is a multiple of the change in the reference
price. Thus, indexed securities may decline in value due to adverse market changes in reference prices. Because indexed securities derive
their value from another instrument, security or index, they are considered derivative debt securities, and are subject to different combinations
of prepayment, extension, interest rate and/or other market risks.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>Short Sales.</B></FONT>
The Trust may utilize short sales for hedging purposes. A short sale is effected by selling a security which the Trust does not own, or,
if the Trust does own the security, is not to be delivered upon consummation of the sale. The Trust may engage in short sales &#8220;against
the box&#8221; (i.e., short sales of securities the Trust already owns) for hedging purposes. If the price of the security in the short
sale decreases, the Trust will realize a profit to the extent that the short sale price for the security exceeds the market price. If
the price of the security increases, the Trust will realize a loss to the extent that the market price exceeds the short sale price. Selling
securities short runs the risk of losing an amount greater than the initial investment therein.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">Purchasing securities to close out the short position can itself cause
the price of the securities to rise further, thereby exacerbating the loss. Short-selling exposes the Trust to unlimited risk with respect
to that security due to the lack of an upper limit on the price to which an instrument can rise. Although the Trust reserves the right
to utilize short sales, the Adviser is under no obligation to utilize short-sales at all.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>Foreign
Investments.</B></FONT> The Trust may invest in U.S. dollar denominated securities of non-U.S. issuers. Because foreign companies are
not subject to uniform accounting, auditing and financial reporting standards, practices and requirements comparable to those applicable
to U.S. companies, there may be less publicly available information about a foreign company than about a domestic company. Volume and
liquidity in most foreign debt markets is less than in the United States and securities of some foreign companies are less liquid and
more volatile than securities of comparable U.S. companies. There is generally less government supervision and regulation of securities
exchanges, broker-dealers and listed companies than in the United States. Mail service between the United States and foreign countries
may be slower or less reliable than within the United States, thus increasing the risk of delayed settlements of portfolio transactions
or loss of certificates for portfolio securities. Payment for securities before delivery may be required. In addition, with respect to
certain foreign countries, there is the possibility of expropriation or confiscatory taxation, political or social instability, or diplomatic
developments that could affect investments in those countries. Moreover, individual foreign economies may differ favorably or unfavorably
from the U.S. economy in such respects as growth of gross national product, rate of inflation, capital reinvestment, resource self-sufficiency
and balance of payments position. Foreign securities markets, while growing in volume and sophistication, are generally not as developed
as those in the United States, and securities of some foreign issuers (particularly those located in developing countries) may be less
liquid and more volatile than securities of comparable U.S. companies.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"></P>

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<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">The Trust may invest in securities and other instruments (including
loans) issued, guaranteed, or backed by sovereign or government entities. Economic data as reported by sovereign or government entities
and other issuers may be delayed, inaccurate or fraudulent. Many sovereign or government debt obligations may be rated below investment
grade. Any restructuring of a sovereign or government debt obligation held by the Trust will likely have a significant adverse effect
on the value of the obligation. In the event of default of a sovereign or government debt, the Trust may be unable to pursue legal action
against the issuer or secure collateral on the debt, as there are typically no assets to be seized or cash flows to be attached. Furthermore,
the willingness or ability of a sovereign or government entity to restructure defaulted debt may be limited. Therefore, losses on sovereign
or government defaults may far exceed the losses from the default of a similarly rated U.S. corporate debt issuer.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> Political events in foreign countries may cause market disruptions.
In June 2016, the United Kingdom (&#8220;UK&#8221;) voted in a referendum to leave the European Union (&#8220;EU&#8221;) (&#8220;Brexit&#8221;).
Effective January 31, 2020, the UK ceased to be a member of the EU and, following a transition period during which the EU and the UK Government
engaged in a series of negotiations regarding the terms of the UK&#8217;s future relationship with the EU, the EU and the UK Government
signed an agreement on December 30, 2020 regarding the economic relationship between the UK and the EU. This agreement became effective
on a provisional basis on January 1, 2021 and entered into full force on May 1, 2021. There remains significant market uncertainty regarding
Brexit&#8217;s ramifications, and the range and potential implications of the possible political, regulatory, economic, and market outcomes
in the UK, EU and beyond are difficult to predict. The end of the Brexit transition period may cause greater market volatility and illiquidity,
currency fluctuations, deterioration in economic activity, a decrease in business confidence, and an increased likelihood of a recession
in the UK. If one or more additional countries leave the EU or the EU dissolves, the world&#8217;s securities markets likely will be significantly
disrupted. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">American Depositary Receipts (&#8220;ADRs&#8221;), European Depositary
Receipts (&#8220;EDRs&#8221;) and Global Depositary Receipts (&#8220;GDRs&#8221;) may be purchased. ADRs, EDRs and GDRs are certificates
evidencing ownership of shares of a foreign issuer and are alternatives to purchasing directly the underlying foreign securities in their
national markets and currencies. However, they continue to be subject to many of the risks associated with investing directly in foreign
securities. These risks include foreign exchange risk as well as the political and economic risks of the underlying issuer&#8217;s country.
ADRs, EDRs and GDRs may be sponsored or unsponsored. Unsponsored receipts are established without the participation of the issuer. Unsponsored
receipts may involve higher expenses, they may not pass through voting or other shareholder rights, and they may be less liquid.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>Derivative
Instruments.</B></FONT> Derivative instruments (which derive their value from another instrument, security or index) may be used for risk
management purposes, such as hedging against fluctuations in Senior Loans and other securities prices or interest rates. Such transactions
in derivative instruments may include the purchase or sale of futures contracts on securities, indices and other financial instruments,
credit-linked notes, tranches of collateralized loan obligations and/or collateralized debt obligations, options on futures contracts,
and exchange-traded and over-the-counter options on securities or indices, and interest rate, total return and credit default swaps. The
Trust may enter into derivatives transactions with respect to any security or other instrument in which it is permitted to invest. The
Trust incurs costs in opening and closing derivatives positions.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">The Trust may use derivative instruments and trading strategies, including
the following:</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0 3pt 0.25in"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><I>Options
on Securities Indices and Currencies.</I></FONT> The Trust may engage in transactions in exchange traded and over-the-counter (&#8220;OTC&#8221;)
options. In general, exchange-traded options have standardized exercise prices and expiration dates and require the parties to post margin
against their obligations, and the performance of the parties' obligations in connection with such options is guaranteed by the exchange
or a related clearing corporation. OTC options have more flexible terms negotiated between the buyer and the seller, but generally do
not require the parties to post margin and are subject to greater credit risk. The ability of the Trust to transact business with any
one or any number of counterparties, the lack of any independent evaluation of the counterparties or their financial capabilities and
the absence of a regulated market to facilitate settlement, may increase the potential for losses to the Trust. OTC options also involve
greater liquidity risk. This risk may be increased in times of financial stress if the trading market for OTC options becomes limited.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0 3pt 0.25in"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><I>Call
Options.</I></FONT> A purchased call option gives the Trust the right to buy, and obligates the seller to sell, the underlying instrument
at the exercise price at any time during the option period. The Trust also may purchase and sell call options on indices. Index options
are similar to options on securities except that, rather than taking or making delivery of securities underlying the option at a specified
price upon exercise, an index option gives the holder the right to receive cash upon exercise of the option if the level of the index
upon which the option is based is greater than the exercise price of the option.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0 3pt 0.25in"></P>

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<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0 3pt 0.25in">The Trust also is authorized to write (i.e., sell) call options
and to enter into closing purchase transactions with respect to certain of such options. A covered call option is an option in which the
Trust, in return for a premium, gives another party a right to buy specified securities owned by the Trust at a specified future date
and price set at the time of the contract.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0 3pt 0.25in">The principal reason for writing call options is the attempt
to realize, through the receipt of premiums, a greater return than would be realized on the securities alone. By writing covered call
options, the Trust gives up the opportunity, while the option is in effect, to profit from any price increase in the underlying security
above the option exercise price. In addition, the Trust's ability to sell the underlying security will be limited while the option is
in effect unless the Trust enters into a closing purchase transaction. A closing purchase transaction cancels out the Trust's position
as the writer of an option by means of an offsetting purchase of an identical option prior to the expiration of the option it has written.
Covered call options also serve as a partial hedge to the extent of the premium received against the price of the underlying security
declining.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0 3pt 0.25in"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><I>Put
Options.</I></FONT> The Trust is authorized to purchase put options to seek to hedge against a decline in the value of its securities
or to enhance its return. By buying a put option, the Trust acquires a right to sell the underlying securities or instruments at the exercise
price, thus limiting the Trust's risk of loss through a decline in the market value of the securities or instruments until the put option
expires. The amount of any appreciation in the value of the underlying securities or instruments will be partially offset by the amount
of the premium paid for the put option and any related transaction costs. Prior to its expiration, a put option may be sold in a closing
sale transaction and profit or loss from the sale will depend on whether the amount received is more or less than the premium paid for
the put option plus the related transaction costs. A closing sale transaction cancels out the Trust's position as the purchaser of an
option by means of an offsetting sale of an identical option prior to the expiration of the option it has purchased. The Trust also may
purchase uncovered put options.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0 3pt 0.25in">The Trust also has authority to write (i.e., sell) put options.
The Trust will receive a premium for writing a put option, which increases the Trust's return. The Trust has the obligation to buy the
securities or instruments at an agreed upon price if the price of the securities or instruments decreases below the exercise price. There
are several risks associated with transactions in options on securities and indexes. For example, there are significant differences between
the securities and options markets that could result in an imperfect correlation between these markets, causing a given transaction not
to achieve its objectives. In addition, a liquid secondary market for particular options, whether traded OTC or on a national securities
exchange may be absent for reasons which include the following: there may be insufficient trading interest in certain options; restrictions
may be imposed by a national securities exchange on opening transactions or closing transactions or both; trading halts, suspensions or
other restrictions may be imposed with respect to particular classes or series of options or underlying securities; unusual or unforeseen
circumstances may interrupt normal operations on a national securities exchange; the facilities of a national securities exchange or the
Options Clearing Corporation (the &#8220;OCC&#8221;) may not at all times be adequate to handle current trading volume; or one or more
national securities exchanges could, for economic or other reasons, decide or be compelled at some future date to discontinue the trading
of options (or a particular class or series of options), in which event the secondary market on that national securities exchange (or
in that class or series of options) would cease to exist, although outstanding options that had been issued by the OCC as a result of
trades on that national securities exchange would continue to be exercisable in accordance with their terms.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0 3pt 0.25in">Options positions are marked to market daily. The value of
options is affected by changes in the value and dividend rates of the securities underlying the option or represented in the index underlying
the option, changes in interest rates, changes in the actual or perceived volatility of the relevant index or market and the remaining
time to the options&#8217; expiration, as well as trading conditions in the options market. The hours of trading for options may not conform
to the hours during which the underlying securities are traded. To the extent that the options markets close before the markets for the
underlying securities, significant price and rate movements can take place in the underlying markets that would not be reflected concurrently
in the options markets.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0 3pt 0.25in"><I>Futures.</I> The Trust may engage in transactions in futures
and options on futures. Futures are standardized, exchange-traded contracts. Futures contracts on securities obligate a purchaser to take
delivery, and a seller to make delivery, of a specific amount of the financial instrument called for in the contract at a specified future
date at a specified price. An index futures contract obligates the purchaser to take, and a seller to deliver an amount of cash equal
to a specific dollar amount times the difference between the value of a specific index at the close of the last trading day of the contract
and the price at which the agreement is made. No physical delivery of the underlying securities in the index is made. It is the practice
of holders of futures contracts to close out their positions on or before the expiration date by use of offsetting contract positions,
and physical delivery of financial instruments or delivery of cash, as applicable, is thereby avoided. No price is paid upon entering
into a futures contract. Rather, upon purchasing or selling a futures</P>


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<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0 3pt 0.25in">contract the Trust is required to deposit collateral (&#8220;margin&#8221;)
equal to a percentage (generally less than 10%) of the contract value. Each day thereafter until the futures position is closed, the Trust
will pay additional margin representing any loss experienced as a result of the futures position the prior day or be entitled to a payment
representing any profit experienced as a result of the futures position the prior day. Futures involve substantial leverage risk. The
sale of a futures contract limits the Trust's risk of loss from a decline in the market value of portfolio holdings correlated with the
futures contract prior to the futures contract's expiration date. In the event the market value of the Trust holdings correlated with
the futures contract increases rather than decreases, however, the Trust will realize a loss on the futures position and a lower return
on the Trust holdings than would have been realized without the purchase of the futures contract.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0 3pt 0.25in">The purchase of a futures contract may protect the Trust
from having to pay more for securities as a consequence of increases in the market value for such securities during a period when the
Trust was attempting to identify specific securities in which to invest in a market the Trust believes to be attractive. In the event
that such securities decline in value or the Trust determines not to complete an anticipatory hedge transaction relating to a futures
contract, however, the Trust may realize a loss relating to the futures position.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0 3pt 0.25in">The Trust is also authorized to purchase or sell call and
put options on futures contracts including financial futures and stock indices. Generally, these strategies would be used under the same
market and market sector conditions (i.e., conditions relating to specific types of investments) in which the Trust entered into futures
transactions. The Trust may purchase put options or write call options on futures contracts and stock indices in lieu of selling the underlying
futures contract in anticipation of a decrease in the market value of its securities. Similarly, the Trust can purchase call options,
or write put options on futures contracts and stock indices, as a substitute for the purchase of such futures to hedge against the increased
cost resulting from an increase in the market value of securities which the Trust intends to purchase.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0 3pt 0.25in"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><I>Risks
Associated with Futures.</I></FONT> The primary risks associated with the use of futures contracts and options are (a) the imperfect correlation
between the change in market value of the instruments held by the Trust and the price of the futures contract or option; (b) possible
lack of a liquid secondary market for a futures contract and the resulting inability to close a futures contract when desired; (c) losses
caused by unanticipated market movements, which are potentially unlimited; (d) the investment adviser&#8217;s inability to predict correctly
the direction of securities prices, interest rates, currency exchange rates and other economic factors; and (e) the possibility that the
counterparty will default in the performance of its obligations.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0 3pt 0.25in">The Trust has claimed an exclusion from the definition of
the term Commodity Pool Operator (&#8220;CPO&#8221;) under the Commodity Exchange Act and therefore is not subject to registration as
a CPO.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0 3pt 0.25in"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><I>Foreign
Currency Transactions.</I></FONT> The Trust may engage in spot transactions and forward foreign currency exchange contracts and currency
swaps, purchase and sell options on currencies and purchase and sell currency futures and related options thereon (collectively, &#8220;Currency
Instruments&#8221;) for purposes of hedging against the decline in the value of currencies in which its portfolio holdings are denominated
against the U.S. dollar or, to seek to enhance returns. Such transactions could be effected with respect to hedges on foreign dollar denominated
securities owned by the Trust, sold by the Trust but not yet delivered, or committed or anticipated to be purchased by the Trust.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0 3pt 0.25in">As measured in U.S. dollars, the value of assets denominated
in foreign currencies may be affected favorably or unfavorably by changes in foreign currency rates and exchange control regulations.
Currency exchange rates can also be affected unpredictably by intervention by U.S. or foreign governments or central banks, or the failure
to intervene, or by currency controls or political developments in the United States or abroad. If the U.S. dollar rises in value relative
to a foreign currency, a security denominated in that foreign currency will be worth less in U.S. dollars. If the U.S. dollar decreases
in value relative to a foreign currency, a security denominated in that foreign currency will be worth more in U.S. dollars. A devaluation
of a currency by a country&#8217;s government or banking authority will have a significant impact on the value of any investments denominated
in that currency. Foreign currency exchange transactions may be conducted on a spot (i.e., cash) basis at the spot rate prevailing in
the foreign currency exchange market or through entering into derivative currency transactions. Currency transactions are subject to the
risk of a number of complex political and economic factors applicable to the countries issuing the underlying currencies. Furthermore,
unlike trading in most other types of instruments, there is no systematic reporting of last sale information with respect to the foreign
currencies underlying the derivative currency transactions. As a result, available information may not be complete. In an over-the-counter
trading environment, there are no daily price fluctuation limits.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0 3pt 0.25in"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><I>Forward
Foreign Currency Exchange Contracts.</I></FONT> Forward foreign currency exchange contracts are OTC contracts to purchase or sell a specified
amount of a specified currency or multinational currency unit at a price and future date set at the time of the contract. Spot foreign
exchange transactions are similar but require current, rather than future, settlement. The Trust will enter into foreign exchange transactions
for purposes of hedging either a specific</P>


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<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0 3pt 0.25in">transaction or the Trust position or, to seek to enhance
returns. Proxy hedging is often used when the currency to which the Trust is exposed is difficult to hedge or to hedge against the dollar.
Proxy hedging entails entering into a forward contract to sell a currency whose changes in value are generally considered to be linked
to a currency or currencies in which some or all of the Trust's securities are, or are expected to be, denominated, and to buy U.S. dollars.
Proxy hedging involves some of the same risks and considerations as other transactions with similar instruments. Currency transactions
can result in losses to the Trust if the currency being hedged fluctuates in value to a degree or in a direction that is not anticipated.
In addition, there is the risk that the perceived linkage between various currencies may not be present or may not be present during the
particular time that the Trust is engaged in proxy hedging. The Trust may also cross-hedge currencies by entering into forward contracts
to sell one or more currencies that are expected to decline in value relative to other currencies to which the Trust has or in which the
Trust expects to have portfolio exposure. Some of the forward foreign currency contracts entered into by the Trust are classified as non-deliverable
forwards (&#8220;NDF&#8221;). NDFs are cash-settled, short-term forward contracts that may be thinly traded or are denominated in non-convertible
foreign currency, where the profit or loss at the time at the settlement date is calculated by taking the difference between the agreed
upon exchange rate and the spot rate at the time of settlement, for an agreed upon notional amount of funds. NDFs are commonly quoted
for time periods of one month up to two years, and are normally quoted and settled in U.S. dollars. They are often used to gain exposure
to and/or hedge exposure to foreign currencies that are not internationally traded.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0 3pt 0.25in"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><I>Currency
Futures.</I></FONT> The Trust may also seek to enhance returns or hedge against the decline in the value of a currency through use of
currency futures or options thereon. Currency futures are similar to forward foreign exchange transactions except that futures are standardized,
exchange-traded contracts while forward foreign exchange transactions are traded in the OTC market. Currency futures involve substantial
currency risk, and also involve leverage risk.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0 3pt 0.25in"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><I>Currency
Options.</I></FONT> The Trust may also seek to enhance returns or hedge against the decline in the value of a currency through the use
of currency options. Currency options are similar to options on securities. For example, in consideration for an option premium the writer
of a currency option is obligated to sell (in the case of a call option) or purchase (in the case of a put option) a specified amount
of a specified currency on or before the expiration date for a specified amount of another currency. The Trust may engage in transactions
in options on currencies either on exchanges or OTC markets. Currency options involve substantial currency risk, and may also involve
credit, leverage or liquidity risk.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0 3pt 0.25in"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><I>Risk
Factors in Hedging Foreign Currency.</I></FONT> Hedging transactions involving Currency Instruments involve substantial risks, including
correlation risk. Although Currency Instruments will be used with the intention of hedging against adverse currency movements, transactions
in Currency Instruments involve the risk that anticipated currency movements will not be accurately predicted and that the Trust's hedging
strategies will be ineffective. To the extent that the Trust hedges against anticipated currency movements that do not occur, the Trust
may realize losses and decrease its total return as the result of its hedging transactions. Furthermore, the Trust will only engage in
hedging activities from time to time and may not be engaging in hedging activities when movements in currency exchange rates occur.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0 3pt 0.25in"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><I>Swap
Agreements.</I></FONT> Swap agreements are two-party contracts entered into primarily by institutional investors for periods ranging from
a few weeks to more than one year. In a standard &#8220;swap&#8221; transaction, two parties agree to exchange the returns (or differentials
in rates of return) earned or realized on a particular predetermined reference instrument or instruments, which can be adjusted for an
interest rate factor. The gross returns to be exchanged or &#8220;swapped&#8221; between the parties are generally calculated with respect
to a &#8220;notional amount&#8221; (<I>i.e.</I>, the return on or increase in value of a particular dollar amount invested at a particular
interest rate or in a &#8220;basket&#8221; of securities representing a particular index). Other types of swap agreements may calculate
the obligations of the parties to the agreement on a &#8220;net basis.&#8221; Consequently, a party&#8217;s current obligations (or rights)
under a swap agreement will generally be equal only to the net amount to be paid or received under the agreement based on the relative
values of the positions held by each party to the agreement (the &#8220;net amount&#8221;).</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0 3pt 0.25in">Whether the use of swap agreements will be successful will
depend on the investment adviser's ability to predict correctly whether certain types of reference instruments are likely to produce greater
returns than other instruments. Swap agreements may be subject to contractual restrictions on transferability and termination and they
may have terms of greater than seven days. The Trust&#8217;s obligations under a swap agreement will be accrued daily (offset against
any amounts owed to the Trust under the swap). Developments in the swaps market, including government regulation, could adversely affect
the Trust&#8217;s ability to terminate existing swap agreements or to realize amounts to be received under such agreements, as well as
to participate in swap agreements in the future. If there is a default by the counterparty to a swap, the Trust will have contractual
remedies pursuant to the swap agreement, but any recovery may be delayed depending on the circumstances of the default. To limit the counterparty
risk involved in swap agreements, the Trust will only enter into swap agreements with counterparties that meet certain criteria.</P>


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<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0 3pt 0.25in">Although there can be no assurance that the Trust will be
able to do so, the Trust may be able to reduce or eliminate its exposure under a swap agreement either by assignment or other disposition,
or by entering into an offsetting swap agreement with the same party or another creditworthy party. The Trust may have limited ability
to eliminate its exposure under a credit default swap if the credit of the reference instrument has declined.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0 3pt 0.25in">The swaps market was largely unregulated prior to the enactment
of federal legislation known as the Dodd-Frank Wall Street Reform and Consumer Protection Act (the &#8220;Dodd-Frank Act&#8221;), which
was enacted in 2010 in response to turmoil in the financial markets and other market events. Among other things, the Dodd-Frank Act sets
forth a new regulatory framework for certain OTC derivatives, such as swaps, in which the Trust may invest. The Dodd-Frank Act requires
many swap transactions to be executed on registered exchanges or through swap execution facilities, cleared through a regulated clearinghouse,
and publicly reported. In addition, many market participants are now regulated as swap dealers or major swap participants, and are, or
will be, subject to certain minimum capital and margin requirements and business conduct standards. The statutory requirements of the
Dodd-Frank Act are being implemented primarily through rules and regulations adopted by the SEC and/or the CFTC. There is a prescribed
phase-in period during which most of the mandated rulemaking and regulations are being implemented, and temporary exemptions from certain
rules and regulations have been granted so that current trading practices will not be unduly disrupted during the transition period.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0 3pt 0.25in">Currently, central clearing is only required for certain
market participants trading certain instruments, although central clearing for additional instruments is expected to be implemented by
the CFTC until the majority of the swaps market is ultimately subject to central clearing. In addition, uncleared OTC swaps are subject
to regulatory collateral requirements that may adversely affect the Trust&#8217;s ability to enter into swaps in the OTC market. These
developments may cause the Trust to terminate new or existing swap agreements or to realize amounts to be received under such instruments
at an inopportune time. Until the mandated rulemaking and regulations are implemented completely, it will not be possible to determine
the complete impact of the Dodd-Frank Act and related regulations on the Trust, and the establishment of a centralized exchange or market
for swap transactions may not result in swaps being easier to value or trade. However, it is expected that swap dealers, major market
participants, and swap counterparties will experience other new and/or additional regulations, requirements, compliance burdens, and associated
costs. The Dodd-Frank Act and rules promulgated thereunder may exert a negative effect on the Trust&#8217;s ability to meet its investment
objective, either through limits or requirements imposed on the Trust or its counterparties. The swap market could be disrupted or limited
as a result of this legislation, and the new requirements may increase the cost of the Trust&#8217;s investments and of doing business,
which could adversely affect the ability of the Trust to buy or sell OTC derivatives.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0 3pt 0.25in">Swap agreements include (but are not limited to):</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0 3pt 0.25in"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><I>Credit
Default Swaps.</I></FONT> Under a credit default swap agreement, the protection &#8220;buyer&#8221; in a credit default contract is generally
obligated to pay the protection &#8220;seller&#8221; an upfront or a periodic stream of payments over the term of the contract, provided
that no credit event, such as a default, on a reference instrument has occurred. If a credit event occurs, the seller generally must pay
the buyer the &#8220;par value&#8221; (full notional value) of the reference instrument in exchange for an equal face amount of the reference
instrument described in the swap, or the seller may be required to deliver the related net cash amount, if the swap is cash settled. If
the Trust is a buyer and no credit event occurs, the Trust may recover nothing if the swap is held through its termination date. As a
seller, the Trust generally receives an upfront payment or a fixed rate of income throughout the term of the swap provided that there
is no credit event. As the seller, the Trust would effectively add leverage to its portfolio because, in addition to its total net assets,
the Trust would be subject to investment exposure on the notional amount of the swap. The determination of a credit event under the swap
agreement will depend on the terms of the agreement and may rely on the decision of persons that are not a party to the agreement. The
Trust&#8217;s obligations under a credit default swap agreement will be accrued daily (offset against any amounts owed to the Trust).</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0 3pt 0.25in"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><I>Total
Return Swaps.</I></FONT> Total return swap agreements are contracts in which one party agrees to make periodic payments to another party
based on the change in market value of the assets underlying the contract, which may include a specified security, basket of securities
or securities indices during the specified period, in return for periodic payments based on a fixed or variable interest rate or the total
return from other underlying assets. Total return swap agreements may be used to obtain exposure to a security or market without owning
or taking physical custody of such security or investing directly in such market. Total return swap agreements may effectively add leverage
to the Trust&#8217;s portfolio because, in addition to its total net assets, the Trust would be subject to investment exposure on the
notional amount of the swap. Generally, the Trust will enter into total return swaps on a net basis (i.e., the two payment streams are
netted out, with the Trust receiving or paying, as the case may be, only the net amount of the two payments). The net amount of the excess,
if any, of the Trust&#8217;s obligations over its entitlements with respect to each total return swap will be accrued on a daily basis.
If the total return swap transaction is entered into on other than a net basis, the full amount of the Trust&#8217;s obligations will
be accrued on a daily basis, and the full amount of the Trust&#8217;s</P>


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<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0 3pt 0.25in">obligations will be segregated by the Trust in an amount
equal to or greater than the market value of the liabilities under the total return swap or the amount it would have cost the Trust initially
to make an equivalent direct investment, plus or minus any amount the Trust is obligated to pay or is to receive under the total return
swap agreement.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0 3pt 0.25in"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><I>Interest
Rate Swaps, Caps and Floors.</I></FONT> Interest rate swaps are OTC contracts in which each party agrees to make a periodic interest payment
based on an index or the value of an asset in return for a periodic payment from the other party based on a different index or asset.
The purchase of an interest rate floor entitles the purchaser, to the extent that a specified index falls below a predetermined interest
rate, to receive payments of interest on a notional principal amount from the party selling such interest rate floor. The purchase of
an interest rate cap entitles the purchaser, to the extent that a specified index rises above a predetermined interest rate, to receive
payments of interest on a notional principal amount from the party selling such interest rate cap. The Trust usually will enter into interest
rate swap transactions on a net basis (i.e., the two payment streams are netted out, with the Trust receiving or paying, as the case may
be, only the net amount of the two payments). The net amount of the excess, if any, of the Trust&#8217;s obligations over its entitlements
with respect to each interest rate swap will be accrued on a daily basis. If the interest rate swap transaction is entered into on other
than a net basis, the full amount of the Trust&#8217;s obligations will be accrued on a daily basis. Certain federal income tax requirements
may limit the Trust&#8217;s ability to engage in certain interest rate transactions.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0 3pt 0.25in"> The regulation of derivatives has undergone substantial
change in recent years. In particular, although many provisions of the Dodd-Frank Act have yet to be fully implemented or are subject
to phase-in periods, it is possible that upon implementation these provisions, or any future regulatory or legislative activity, could
limit or restrict the ability of the Trust to use derivative instruments, including futures, options on futures and swap agreements as
a part of its investment strategy, increase the costs of using these instruments or make them less effective. New position limits imposed
on the Trust or its counterparty may also impact the Trust&#8217;s ability to efficiently utilize futures, options, and swaps. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0 3pt 0.25in">The SEC has re-proposed regulations that, if adopted, could
significantly alter a Trust&#8217;s regulatory obligations with regard to its derivatives usage. In particular, the proposed regulations
would impose value at risk limitations on a Trust&#8217;s use of derivatives, eliminate the current asset segregation framework for covering
derivatives and certain other financial instruments, require the Trust&#8217;s Board to adopt a derivative risk management program, impose
new responsibilities on the Board and establish new reporting and recordkeeping requirements. Implementations of these proposed regulatory
requirements may limit the ability of a Trust to use derivative instruments as part of its investment strategy, increase the costs of
using these instruments or make them less effective. Limits or restrictions applicable to the counterparties with which a Trust engages
in derivative transactions also could prevent the Trust from using these instruments or affect the pricing or other factors relating to
these instruments, or may change the availability of certain investments.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0 3pt 0.25in">Legislation may be enacted that could negatively affect the
assets of the Trust. Legislation or regulation may also change the way in which the Trust itself is regulated. The effects of any new
governmental regulation cannot be predicted and there can be no assurance that any new governmental regulation will not adversely affect
the Trust&#8217;s ability to achieve its investment objective(s).</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0 3pt 0.25in">Regulatory bodies outside the U.S. have also passed, proposed,
or may propose in the future, legislation similar to Dodd-Frank Act or other legislation that could increase the costs of participating
in, or otherwise adversely impact the liquidity of, participating in the commodities markets.&nbsp; In addition, regulations adopted by
global prudential regulators that are now in effect require certain prudentially regulated entities and certain of their affiliates and
subsidiaries (including swap dealers) to include in their derivatives contracts, terms that delay or restrict the rights of counterparties
(such as the Trust) to terminate such contracts, foreclose upon collateral, exercise other default rights or restrict transfers of credit
support in the event that the prudentially regulated entity and/or its affiliates are subject to certain types of resolution or insolvency
proceedings. Similar regulations and laws have been adopted in non-U.S. jurisdictions that may apply to the Trust&#8217;s counterparties
located in those jurisdictions. It is possible that these requirements, as well as potential additional related government regulation,
could adversely affect the Trust&#8217;s ability to terminate existing derivatives contracts, exercise default rights or satisfy obligations
owed to it with collateral received under such contracts.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0 3pt 0.25in"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><I>Asset
Coverage</I>. T</FONT>o the extent required by SEC guidance, if a transaction creates a future obligation of the Trust to another party
the Trust will: (1) cover the obligation by entering into an offsetting position or transaction; and/or (2) segregate cash and/or liquid
securities with a value (together with any collateral posted with respect to the obligation) at least equal to the marked-to market value
of the obligations. Assets used as cover or segregated cannot be sold while the position(s) requiring cover is open unless replaced with
other appropriate assets. The types of transactions that may require asset coverage include (but are not limited to) reverse repurchase
agreements, repurchase agreements, short sales, securities lending, forward contracts, certain options, forward commitments, futures
contracts, when-issued securities, swap agreements, residual interest bonds, and participation in revolving credit facilities.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> <FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B></B></FONT> </P>

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<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> <FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>Securities
Lending.</B></FONT> As described in the Prospectus, the Trust may lend a portion of its portfolio Senior Loans or other securities to
broker-dealers or other institutional borrowers. Loans will be made only to organizations approved by the Adviser. All securities loans
will be collateralized on a continuous basis by cash or U.S. government securities having a value, marked to market daily, of at least
100% of the market value of the loaned securities. The Trust may receive loan fees in connection with loans that are collateralized by
securities or on loans of securities for which there is special demand. The Trust may also seek to earn income on securities loans by
reinvesting cash collateral in mortgage-backed securities (&#8220;MBS&#8221;) or other securities consistent with its investment objective
and policies, seeking to invest at rates that are higher than the &#8220;rebate&#8221; rate that it normally will pay to the borrower
with respect to such cash collateral. Any such reinvestment will be subject to the investment policies, restrictions and risk considerations
described in the Prospectus and in this SAI. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">Senior Loans and other securities may result in delays in recovering,
or a failure of the borrower to return, the loaned securities. The defaulting borrower ordinarily would be liable to the Trust for any
losses resulting from such delays or failures, and the collateral provided in connection with the loan normally would also be available
for that purpose. Securities loans normally may be terminated by either the Trust or the borrower at any time. Upon termination and the
return of the loaned securities, the Trust would be required to return the related cash or securities collateral to the borrower and it
may be required to liquidate longer term portfolio securities in order to do so. To the extent that such securities have decreased in
value, this may result in the Trust realizing a loss at a time when it would not otherwise do so. The Trust also may incur losses if it
is unable to reinvest cash collateral at rates higher than applicable rebate rates paid to borrowers and related administrative costs.
These risks are substantially the same as those incurred through investment leverage, and will be subject to the investment policies,
restrictions and risk considerations described in the Prospectus and in this SAI.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">The Trust will receive amounts equivalent to any interest or other distributions
paid on securities while they are on loan, and the Trust will not be entitled to exercise voting or other beneficial rights on loaned
securities. The Trust will exercise its right to terminate loans and thereby regain these rights whenever the Adviser considers it to
be in the Trust&#8217;s interest to do so, taking into account the related loss of reinvestment income and other factors.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>Short-Term
Trading.</B></FONT> Securities may be sold in anticipation of market decline (a rise in interest rates) or purchased in anticipation of
a market rise (a decline in interest rates) and later sold. In addition, a security may be sold and another purchased at approximately
the same time to take advantage of what the Adviser believes to be a temporary disparity in the normal yield relationship between the
two securities. Yield disparities may occur for reasons not directly related to the investment quality of particular issues or the general
movement of interest rates, such as changes in the overall demand for or supply of various types of fixed-income securities or changes
in the investment objectives of investors.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>Cybersecurity
Risk.</B></FONT>&nbsp; With the increased use of technologies by Trust service providers to conduct business, such as the Internet, the
Trust is susceptible to operational, information security and related risks. The Trust relies on communications technology, systems, and
networks to engage with clients, employees, accounts, shareholders, and service providers, and a cyber incident may inhibit the Trust&#8217;s
ability to use these technologies. In general, cyber incidents can result from deliberate attacks or unintentional events. Cyber attacks
include, but are not limited to, gaining unauthorized access to digital systems (e.g., through &#8220;hacking&#8221; or malicious software
coding) for purposes of misappropriating assets or sensitive information, corrupting data, or causing operational disruption. Cyber attacks
may also be carried out in a manner that does not require gaining unauthorized access, such as causing denial-of-service attacks on websites.
A denial-of-service attack is an effort to make network services unavailable to intended users, which could cause shareholders to lose
access to their electronic accounts, potentially indefinitely. Employees and service providers also may not be able to access electronic
systems to perform critical duties for the Trust, such as trading and NAV calculation, during a denial-of-service attack. There is also
the possibility for systems failures due to malfunctions, user error and misconduct by employees and agents, natural disasters, or other
foreseeable and unforeseeable events.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> Because technology is consistently changing, new ways to carry out
cyber attacks are always developing. Therefore, there is a chance that some risks have not been identified or prepared for, or that an
attack may not be detected, which puts limitations on the Trust's ability to plan for or respond to a cyber attack. Like other funds and
business enterprises, the Trust and its service providers have experienced, and will continue to experience, cyber incidents consistently.
In addition to deliberate cyber attacks, unintentional cyber incidents can occur, such as the inadvertent release of confidential information
by the Trust or its service providers. </P>


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<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">The Trust uses third party service providers who are also heavily dependent
on computers and technology for their operations. Cybersecurity failures by or breaches of the Trust&#8217;s investment adviser or administrator
and other service providers (including, but not limited to, the custodian or transfer agent), and the issuers of securities in which the
Trust invests, may disrupt and otherwise adversely affect their business operations. This may result in financial losses to the Trust,
impede Trust trading, interfere with the Trust&#8217;s ability to calculate its NAV, limit a shareholder&#8217;s ability to purchase or
redeem shares of the Trust or cause violations of applicable privacy and other laws, regulatory fines, penalties, reputational damage,
reimbursement or other compensation costs, litigation costs, or additional compliance costs. While many of the Trust&#8217;s service providers
have established business continuity plans and risk management systems intended to identify and mitigate cyber attacks, there are inherent
limitations in such plans and systems, including the possibility that certain risks have not been identified. The Trust cannot control
the cybersecurity plans and systems put in place by service providers to the Trust and issuers in which the Trust invests.&nbsp; The Trust
and its shareholders could be negatively impacted as a result.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>Operational
Risk.</B></FONT> The Trust&#8217;s service providers, including the investment adviser, may experience disruptions or operating errors
that could negatively impact the Trust. While service providers are expected to have appropriate operational risk management policies
and procedures, their methods of operational risk management may differ from the Trust&#8217;s in the setting of priorities, the personnel
and resources available or the effectiveness of relevant controls. It also is not possible for Trust service providers to identify all
of the operational risks that may affect the Trust or to develop processes and controls to completely eliminate or mitigate their occurrence
or effects.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> <FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>Portfolio
Trading and Turnover Rate.</B></FONT> A change in the investments held by the Trust is known as &#8220;portfolio turnover&#8221; and generally
involves expense to the Trust, including brokerage commissions or dealer markups and other transaction costs on both the sale of investments
and the reinvestment of the proceeds in other investments. If sales of portfolio investments cause the Trust to realize net short-term
capital gains, such gains will be taxable as ordinary income to taxable shareholders. Portfolio turnover rate for a fiscal year is the
ratio of the lesser of purchases or sales of portfolio investments to the monthly average of the value of portfolio investments &#8212;
excluding securities whose maturities at acquisition were one year or less. The portfolio turnover rate(s) for the Trust for the fiscal
years ended June 30, 2021 and 2020 were 40% and 57%, respectively. The increase was attributable to a higher number of portfolio transactions
during the period. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>Temporary
Investments.</B></FONT> The Trust may invest temporarily in cash or cash equivalents. Cash equivalents are highly liquid, short-term securities
such as commercial paper, time deposits, certificates of deposit, short-term notes and short-term U.S. Government obligations.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>Investment
Restrictions.</B></FONT> The following investment restrictions of the Trust are designated as fundamental policies and as such cannot
be changed without the approval of the holders of a majority of the Trust&#8217;s outstanding voting securities, which as used in this
SAI means the lesser of (a) 67% of the shares of the Trust present or represented by proxy at a meeting if the holders of more than 50%
of the outstanding shares are present or represented at the meeting or (b) more than 50% of outstanding shares of the Trust. As a matter
of fundamental policy the Trust may not:</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin-top: 3pt; margin-bottom: 3pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.25in"></TD><TD STYLE="width: 0.5in">(1)</TD><TD>Borrow money, except as permitted by the Investment Company Act of 1940, as amended (the &#8220;1940 Act&#8221;). The 1940 Act currently
requires that any indebtedness incurred by a closed-end investment company have an asset coverage of at least 300%;</TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin-top: 3pt; margin-bottom: 3pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.25in"></TD><TD STYLE="width: 0.5in">(2)</TD><TD>Issue senior securities, as defined in the 1940 Act, other than (i) preferred shares which immediately after issuance will have asset
coverage of at least 200%, (ii) indebtedness which immediately after issuance will have asset coverage of at least 300%, or (iii) the
borrowings permitted by investment restriction (1) above. The 1940 Act currently defines &#8220;senior security&#8221; as any bond, debenture,
note or similar obligation or instrument constituting a security and evidencing indebtedness, and any stock of a class having priority
over any other class as to distribution of assets or payment of dividends. Debt and equity securities issued by a closed-end investment
company meeting the foregoing asset coverage provisions are excluded from the general 1940 Act prohibition on the issuance of senior securities;</TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin-top: 3pt; margin-bottom: 3pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.25in"></TD><TD STYLE="width: 0.5in">(3)</TD><TD>Purchase securities on margin (but the Trust may obtain such short-term credits as may be necessary for the clearance of purchases
and sales of securities). The purchase of loan interests, securities or other investment assets with the proceeds of a permitted borrowing
or securities offering will not be deemed to be the purchase of securities on margin;</TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin-top: 3pt; margin-bottom: 3pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.25in"></TD><TD STYLE="width: 0.5in">(4)</TD><TD>Underwrite securities issued by other persons, except insofar as it may technically be deemed to be an underwriter under the Securities
Act of 1933, as amended, in selling or disposing of a portfolio investment;</TD></TR></TABLE>


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<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin-top: 3pt; margin-bottom: 3pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.25in"></TD><TD STYLE="width: 0.5in">(5)</TD><TD>Make loans to other persons, except by (a) the acquisition of loan interests, debt securities and other obligations in which the Trust
is authorized to invest in accordance with its investment objective and policies, (b) entering into repurchase agreements, and (c) lending
its portfolio securities;</TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin-top: 3pt; margin-bottom: 3pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.25in"></TD><TD STYLE="width: 0.5in">(6)</TD><TD>Purchase any security if, as a result of such purchase, 25% or more of the Trust's total assets (taken at current value) would be
invested in the securities of Borrowers and other issuers having their principal business activities in the same industry (the electric,
gas, water and telephone utility industries, commercial banks, thrift institutions and finance companies being treated as separate industries
for the purpose of this restriction); provided that there is no limitation with respect to obligations issued or guaranteed by the U.S.
Government or any of its agencies or instrumentalities;</TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin-top: 3pt; margin-bottom: 3pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.25in"></TD><TD STYLE="width: 0.5in">(7)</TD><TD>Purchase or sell real estate, although it may purchase and sell securities that are secured by interests in real estate and securities
of issuers that invest or deal in real estate. The Trust reserves the freedom of action to hold and to sell real estate acquired as a
result of the ownership of securities;</TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin-top: 3pt; margin-bottom: 3pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.25in"></TD><TD STYLE="width: 0.5in">(8)</TD><TD>Purchase or sell physical commodities or contracts for the purchase or sale of physical commodities. Physical commodities do not include
futures contracts with respect to securities, securities indices or other financial instruments; and</TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin-top: 3pt; margin-bottom: 3pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.25in"></TD><TD STYLE="width: 0.5in">(9)</TD><TD>With respect to 75% of its total assets, invest more than 5% of its total assets in the securities of a single issuer or purchase
more than 10% of the outstanding voting securities of a single issuer, except obligations issued or guaranteed by the U.S. government,
its agencies or instrumentalities and except securities of other investment companies.</TD></TR></TABLE>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">The Trust may borrow money as a temporary measure for extraordinary
or emergency purposes, including the payment of dividends and the settlement of securities transactions which otherwise might require
untimely dispositions of Trust securities. The Trust&#8217;s borrowing policy is consistent with the 1940 Act and guidance of the SEC
or its staff, and will comply with any applicable SEC exemptive order.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">For the purpose of investment restriction (6), the Trust will consider
all relevant factors in determining who is the issuer of the loan interest, including: the credit quality of the Borrower, the amount
and quality of the collateral, the terms of the Loan Agreement and other relevant agreements (including inter-creditor agreements), the
degree to which the credit of such interpositioned person was deemed material to the decision to purchase the Senior Loan, the interest
rate environment, and general economic conditions applicable to the Borrower and such interpositioned person.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">For purposes of construing restriction (9), securities of the U.S. Government,
its agencies, or instrumentalities are not considered to represent industries. Municipal obligations backed by the credit of a governmental
entity are also not considered to represent industries.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">The Trust has adopted the following nonfundamental investment policy,
which may be changed by the Board without approval of the Trust&#8217;s shareholders. As a matter of nonfundamental policy, the Trust
may not make short sales of securities or maintain a short position, unless at all times when a short position is open it either owns
an equal amount of such securities or owns securities convertible into or exchangeable, without payment of any further consideration,
for securities of the same issuer as, and equal in amount to, the securities sold short.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">The Trust may invest more than 10% of its total assets in one or more
other management investment companies (or may invest in affiliated investment companies) to the extent permitted by the 1940 Act and rules
thereunder.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> Whenever an investment policy or investment restriction set forth
in the Prospectus or this SAI states a requirement with respect to the percentage of assets that may be invested in any security or other
asset, or describes a policy regarding quality standards, such percentage limitation or standard shall be determined immediately after
and as a result of the acquisition by the Trust of such security or asset. Accordingly, unless otherwise noted, any later increase or
decrease resulting from a change in values, assets or other circumstances or any subsequent rating change made by a rating service (or
as determined by the Adviser if the security is not rated by a rating agency) will not compel the Trust to dispose of such security or
other asset. Notwithstanding the foregoing, the Trust must always be in compliance with the borrowing policies set forth above. If a Trust
is required to reduce borrowings, it will do so in a manner that is consistent with the 1940 Act and guidance of the SEC or its staff,
and that complies with any applicable SEC exemptive order. </P>


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<P STYLE="font: bold 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0; text-align: center">TRUSTEES AND OFFICERS</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0"> The Board of Trustees of the Trust (the &#8220;Board&#8221;) is responsible
for the overall management and supervision of the affairs of the Trust. The Board members and officers of the Trust are listed below.
Except as indicated, each individual has held the office shown or other offices in the same company for the last five years. Each Trustee
holds office until the annual meeting for the year in which his or her term expires and until his or her successor is elected and qualified,
subject to a prior death, resignation, retirement, disqualification or removal. Under the terms of the Trust&#8217;s current Trustee retirement
policy, an Independent Trustee must retire and resign as a Trustee on the earlier of: (i) the first day of July following his or her 74th
birthday; or (ii), with limited exception, December 31st of the 20th year in which he or she has served as a Trustee. However, if such
retirement and resignation would cause the Trust to be out of compliance with Section 16 of the 1940 Act, as amended (the &#8220;1940
Act&#8221;) or any other regulations or guidance of the Securities and Exchange Commission (&#8220;SEC&#8221;), then such retirement and
resignation will not become effective until such time as action has been taken for the Trust to be in compliance therewith. The &#8220;noninterested
Trustees&#8221; consist of those Trustees who are not &#8220;interested persons&#8221; of the Trust, as that term is defined under the
1940 Act. The business address of each Board member and officer is Two International Place, Boston, Massachusetts 02110. As used in this
SAI, &#8220;BMR&#8221; refers to Boston Management and Research, &#8220;EVC&#8221; refers to Eaton Vance Corp., &#8220;EV&#8221; refers
to EV, LLC, &#8220;Eaton Vance&#8221; or &#8220;EVM&#8221; refers to Eaton Vance Management and &#8220;EVD&#8221; refers to Eaton Vance
Distributors, Inc. EV is the trustee of each of Eaton Vance and BMR. Effective March 1, 2021, each of Eaton Vance, BMR, EVD and EV are
indirect wholly-owned subsidiaries of Morgan Stanley. Each officer affiliated with Eaton Vance may hold a position with other Eaton Vance
affiliates that is comparable to his or her position with Eaton Vance listed below. </P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 9pt Arial Narrow, Helvetica, Sans-Serif; width: 100%; border-collapse: collapse">
  <TR>
    <TD STYLE="vertical-align: bottom; width: 15%; border-bottom: Black 1pt solid; padding-top: 3pt; padding-bottom: 3pt; line-height: 10pt">Name and Year of Birth</TD>
    <TD STYLE="vertical-align: top; width: 1%; padding-top: 3pt; padding-bottom: 3pt; padding-left: 2.9pt; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; width: 8%; border-bottom: Black 1pt solid; padding-top: 3pt; padding-bottom: 3pt; padding-left: 2.9pt; line-height: 10pt">Trust<BR>
Position(s)<FONT STYLE="font-family: Arial Narrow, Helvetica, Sans-Serif"><SUP>(1)</SUP></FONT></TD>
    <TD STYLE="vertical-align: top; width: 1%; padding-top: 3pt; padding-bottom: 3pt; padding-left: 2.9pt; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; width: 12%; border-bottom: Black 1pt solid; padding-top: 3pt; padding-bottom: 3pt; padding-left: 2.9pt; line-height: 10pt">Length of Service</TD>
    <TD STYLE="vertical-align: top; width: 1%; padding-top: 3pt; padding-bottom: 3pt; text-align: center; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; width: 32%; border-bottom: Black 1pt solid; padding-top: 3pt; padding-bottom: 3pt; text-align: center; line-height: 10pt">Principal Occupation(s) During Past Five Years<BR>
and Other Relevant Experience</TD>
    <TD STYLE="vertical-align: top; width: 1%; padding-top: 3pt; padding-bottom: 3pt; text-align: center; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; width: 13%; border-bottom: Black 1pt solid; padding-top: 3pt; padding-bottom: 3pt; text-align: center; line-height: 10pt">Number of Portfolios<BR>
in Fund Complex<BR>
Overseen By<BR>
Trustee<FONT STYLE="font-family: Arial Narrow, Helvetica, Sans-Serif"><SUP>(2)</SUP></FONT></TD>
    <TD STYLE="vertical-align: top; width: 1%; padding-top: 3pt; padding-bottom: 3pt; padding-left: 2.9pt; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; width: 15%; border-bottom: Black 1pt solid; padding-top: 3pt; padding-bottom: 3pt; padding-left: 2.9pt; line-height: 10pt">Other Directorships Held<BR>
During Last Five Years</TD></TR>
  <TR>
    <TD STYLE="vertical-align: bottom; padding-top: 3pt; padding-bottom: 3pt; padding-left: 2.9pt; line-height: 10pt; font-weight: bold">Interested Trustee</TD>
    <TD STYLE="vertical-align: top; padding-top: 3pt; padding-bottom: 3pt; padding-left: 2.9pt; line-height: 10pt; font-weight: bold">&nbsp;</TD>
    <TD STYLE="vertical-align: top; padding-top: 3pt; padding-bottom: 3pt; padding-left: 2.9pt; line-height: 10pt; font-weight: bold">&nbsp;</TD>
    <TD STYLE="vertical-align: top; padding-top: 3pt; padding-bottom: 3pt; padding-left: 2.9pt; line-height: 10pt; font-weight: bold">&nbsp;</TD>
    <TD STYLE="vertical-align: top; padding-top: 3pt; padding-bottom: 3pt; padding-left: 2.9pt; line-height: 10pt; font-weight: bold">&nbsp;</TD>
    <TD STYLE="vertical-align: top; padding-top: 3pt; padding-bottom: 3pt; padding-left: 2.9pt; line-height: 10pt; font-weight: bold">&nbsp;</TD>
    <TD STYLE="vertical-align: top; padding-top: 3pt; padding-bottom: 3pt; padding-left: 2.9pt; line-height: 10pt; font-weight: bold">&nbsp;</TD>
    <TD STYLE="vertical-align: top; padding-top: 3pt; padding-bottom: 3pt; padding-left: 2.9pt; line-height: 10pt; font-weight: bold">&nbsp;</TD>
    <TD STYLE="vertical-align: top; padding-top: 3pt; padding-bottom: 3pt; padding-left: 2.9pt; line-height: 10pt; font-weight: bold">&nbsp;</TD>
    <TD STYLE="vertical-align: top; padding-top: 3pt; padding-bottom: 3pt; padding-left: 2.9pt; line-height: 10pt; font-weight: bold">&nbsp;</TD>
    <TD STYLE="vertical-align: top; padding-top: 3pt; padding-bottom: 3pt; padding-left: 2.9pt; line-height: 10pt; font-weight: bold">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt; padding-left: 2.9pt; line-height: 10pt">THOMAS E. FAUST JR.<BR>
1958</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt; padding-left: 2.9pt; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="padding: 6pt 0.1in 6pt 2.9pt; line-height: 10pt">Class I Trustee</TD>
    <TD STYLE="padding: 6pt 0.1in 6pt 2.9pt; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="padding: 6pt 0.1in 6pt 2.9pt; line-height: 10pt"> Until 2023.<BR>
3 years.<BR>
Since 2007. </TD>
    <TD STYLE="padding: 6pt 0.1in 6pt 2.9pt; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt; padding-left: 2.9pt; line-height: 10pt"> Chairman of Morgan Stanley Investment Management, Inc. (MSIM), member of the Board of Managers and President of EV, Chief Executive Officer and President of Eaton Vance and BMR, and Director of EVD.&nbsp;&nbsp;Formerly, Chairman, Chief Executive Officer and President of EVC. Trustee and/or officer of 137 registered investment companies. Mr. Faust is an interested person because of his positions with MSIM, BMR, Eaton Vance, EVD and EV, which are affiliates of the Trust, and his former position with EVC, which was an affiliate of the Trust prior to March 1, 2021. </TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt; padding-left: 2.9pt; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt; text-align: center; line-height: 10pt"> 137 </TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt; text-align: center; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt; padding-left: 2.9pt; line-height: 10pt"> Formerly, Director of EVC (2007-2021) and Hexavest Inc. (investment management firm) (2012-2021). </TD></TR>
  <TR>
    <TD STYLE="vertical-align: bottom; padding-top: 3pt; padding-bottom: 3pt; padding-left: 2.9pt; line-height: 10pt; font-weight: bold">Noninterested Trustees</TD>
    <TD STYLE="vertical-align: top; padding-top: 3pt; padding-bottom: 3pt; padding-left: 2.9pt; line-height: 10pt; font-weight: bold">&nbsp;</TD>
    <TD STYLE="vertical-align: top; padding-top: 3pt; padding-bottom: 3pt; padding-left: 2.9pt; line-height: 10pt; font-weight: bold">&nbsp;</TD>
    <TD STYLE="vertical-align: top; padding-top: 3pt; padding-bottom: 3pt; padding-left: 2.9pt; line-height: 10pt; font-weight: bold">&nbsp;</TD>
    <TD STYLE="vertical-align: top; padding-top: 3pt; padding-bottom: 3pt; padding-left: 2.9pt; line-height: 10pt; font-weight: bold">&nbsp;</TD>
    <TD STYLE="vertical-align: top; padding-top: 3pt; padding-bottom: 3pt; padding-left: 2.9pt; line-height: 10pt; font-weight: bold">&nbsp;</TD>
    <TD STYLE="vertical-align: top; padding-top: 3pt; padding-bottom: 3pt; padding-left: 2.9pt; line-height: 10pt; font-weight: bold">&nbsp;</TD>
    <TD STYLE="vertical-align: top; padding-top: 3pt; padding-bottom: 3pt; padding-left: 2.9pt; line-height: 10pt; font-weight: bold">&nbsp;</TD>
    <TD STYLE="vertical-align: top; padding-top: 3pt; padding-bottom: 3pt; padding-left: 2.9pt; line-height: 10pt; font-weight: bold">&nbsp;</TD>
    <TD STYLE="vertical-align: top; padding-top: 3pt; padding-bottom: 3pt; padding-left: 2.9pt; line-height: 10pt; font-weight: bold">&nbsp;</TD>
    <TD STYLE="vertical-align: top; padding-top: 3pt; padding-bottom: 3pt; padding-left: 2.9pt; line-height: 10pt; font-weight: bold">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt; padding-left: 2.9pt; line-height: 10pt">MARK R. FETTING<BR>
1954</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt; padding-left: 2.9pt; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="padding: 6pt 0.1in 6pt 2.9pt; line-height: 10pt">Class II Trustee</TD>
    <TD STYLE="padding: 6pt 0.1in 6pt 2.9pt; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="padding: 6pt 0.1in 6pt 2.9pt; line-height: 10pt">Until 2021.<BR>
3 years.&nbsp;&nbsp;<BR>
Since 2016.</TD>
    <TD STYLE="padding: 6pt 0.1in 6pt 2.9pt; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt; padding-left: 2.9pt; line-height: 10pt">Private investor.&nbsp;&nbsp;Formerly held various positions at Legg Mason, Inc. (investment management firm) (2000-2012), including President, Chief Executive Officer, Director and Chairman (2008-2012), Senior Executive Vice President (2004-2008) and Executive Vice President (2001-2004).&nbsp;&nbsp;Formerly, President of Legg Mason family of funds (2001-2008).&nbsp;&nbsp;Formerly, Division President and Senior Officer of Prudential Financial Group, Inc. and related companies (investment management firm) (1991-2000).</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt; padding-left: 2.9pt; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt; text-align: center; line-height: 10pt"> 138 </TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt; text-align: center; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt; padding-left: 2.9pt; line-height: 10pt">None</TD></TR>
  </TABLE>

<!-- Field: Page; Sequence: 84 -->
    <DIV STYLE="margin-bottom: 6pt"><TABLE CELLPADDING="0" CELLSPACING="0" STYLE="font: 8pt Arial, Helvetica, Sans-Serif; border-collapse: collapse; width: 100%"><TR STYLE="vertical-align: top; text-align: left"><TD STYLE="width: 33%">Eaton Vance Senior Income Trust</TD><TD STYLE="width: 34%; text-align: center"><!-- Field: Sequence; Type: Arabic; Name: PageNo -->20<!-- Field: /Sequence --></TD><TD STYLE="width: 33%; text-align: right">SAI dated [____], 2021</TD></TR></TABLE></DIV>
    <DIV STYLE="break-before: page; margin-top: 6pt"><TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%"><TR><TD STYLE="text-align: center; width: 100%">&nbsp;</TD></TR></TABLE></DIV>
    <!-- Field: /Page -->

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0">&nbsp;</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 9pt Arial Narrow, Helvetica, Sans-Serif; width: 100%; border-collapse: collapse">
  <TR>
    <TD STYLE="vertical-align: bottom; width: 15%; border-bottom: Black 1pt solid; padding-top: 3pt; padding-bottom: 3pt; line-height: 10pt">Name and Year of Birth</TD>
    <TD STYLE="vertical-align: top; width: 1%; padding-top: 3pt; padding-bottom: 3pt; padding-left: 2.9pt; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; width: 9%; border-bottom: Black 1pt solid; padding-top: 3pt; padding-bottom: 3pt; padding-left: 2.9pt; line-height: 10pt">Trust<BR>
Position(s)<FONT STYLE="font-family: Arial Narrow, Helvetica, Sans-Serif"><SUP>(1)</SUP></FONT></TD>
    <TD STYLE="vertical-align: top; width: 1%; padding-top: 3pt; padding-bottom: 3pt; padding-left: 2.9pt; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; width: 12%; border-bottom: Black 1pt solid; padding-top: 3pt; padding-bottom: 3pt; padding-left: 2.9pt; line-height: 10pt">Length of Service</TD>
    <TD STYLE="vertical-align: top; width: 1%; padding-top: 3pt; padding-bottom: 3pt; text-align: center; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; width: 31%; border-bottom: Black 1pt solid; padding-top: 3pt; padding-bottom: 3pt; text-align: center; line-height: 10pt">Principal Occupation(s) During Past Five Years<BR>
and Other Relevant Experience</TD>
    <TD STYLE="vertical-align: top; width: 1%; padding-top: 3pt; padding-bottom: 3pt; text-align: center; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; width: 13%; border-bottom: Black 1pt solid; padding-top: 3pt; padding-bottom: 3pt; text-align: center; line-height: 10pt">Number of Portfolios<BR>
in Fund Complex<BR>
Overseen By<BR>
Trustee<FONT STYLE="font-family: Arial Narrow, Helvetica, Sans-Serif"><SUP>(2)</SUP></FONT></TD>
    <TD STYLE="vertical-align: top; width: 1%; padding-top: 3pt; padding-bottom: 3pt; padding-left: 2.9pt; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; width: 15%; border-bottom: Black 1pt solid; padding-top: 3pt; padding-bottom: 3pt; padding-left: 2.9pt; line-height: 10pt">Other Directorships Held<BR>
During Last Five Years</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt; padding-left: 2.9pt; line-height: 10pt">CYNTHIA E. FROST<BR>
1961</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt; padding-left: 2.9pt; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="padding: 6pt 0.1in 6pt 2.9pt; line-height: 10pt">Class I Trustee</TD>
    <TD STYLE="padding: 6pt 0.1in 6pt 2.9pt; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="padding: 6pt 0.1in 6pt 2.9pt; line-height: 10pt"> Until 2023. <BR>
3 years. <BR>
Since 2014. </TD>
    <TD STYLE="padding: 6pt 0.1in 6pt 2.9pt; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt; padding-left: 2.9pt; line-height: 10pt">Private investor.&nbsp;&nbsp;Formerly, Chief Investment Officer of Brown University (university endowment) (2000-2012). Formerly, Portfolio Strategist for Duke Management Company (university endowment manager) (1995-2000). Formerly, Managing Director, Cambridge Associates (investment consulting company) (1989-1995).&nbsp;&nbsp;Formerly, Consultant, Bain and Company (management consulting firm) (1987-1989).&nbsp;&nbsp;Formerly, Senior Equity Analyst, BA Investment Management Company (1983-1985).</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt; padding-left: 2.9pt; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt; text-align: center; line-height: 10pt"> 137 </TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt; text-align: center; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt; padding-left: 2.9pt; line-height: 10pt">None</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt; padding-left: 2.9pt; line-height: 10pt">GEORGE J. GORMAN<BR>
1952</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt; padding-left: 2.9pt; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="padding: 6pt 0.1in 6pt 2.9pt; line-height: 10pt"> Chairperson of the Board and Class III Trustee </TD>
    <TD STYLE="padding: 6pt 0.1in 6pt 2.9pt; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="padding: 6pt 0.1in 6pt 2.9pt; line-height: 10pt">Until 2022. <BR>
3 years. <BR>
Since 2014.</TD>
    <TD STYLE="padding: 6pt 0.1in 6pt 2.9pt; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt; padding-left: 2.9pt; line-height: 10pt">Principal at George J. Gorman LLC (consulting firm). Formerly, Senior Partner at Ernst &amp; Young LLP (a registered public accounting firm) (1974-2009).</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt; padding-left: 2.9pt; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt; text-align: center; line-height: 10pt"> 138 </TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt; text-align: center; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt; padding-left: 2.9pt; line-height: 10pt"> None </TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt; padding-left: 2.9pt; line-height: 10pt">VALERIE A. MOSLEY<BR>
1960</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt; padding-left: 2.9pt; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="padding: 6pt 0.1in 6pt 2.9pt; line-height: 10pt">Class I Trustee<FONT STYLE="font-family: Arial Narrow, Helvetica, Sans-Serif"><SUP>(3)</SUP></FONT></TD>
    <TD STYLE="padding: 6pt 0.1in 6pt 2.9pt; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="padding: 6pt 0.1in 6pt 2.9pt; line-height: 10pt"> Until 2023. <BR>
3 years. <BR>
Since 2014. </TD>
    <TD STYLE="padding: 6pt 0.1in 6pt 2.9pt; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt; padding-left: 2.9pt; line-height: 10pt"> Chairwoman and Chief Executive Officer of Valmo Ventures (a consulting and investment firm). &nbsp;Founder of Upward Wealth, Inc., dba BrightUP, a fintech platform. Formerly, Partner and Senior Vice President, Portfolio Manager and Investment Strategist at Wellington Management Company, LLP (investment management firm) (1992-2012).&nbsp;&nbsp;Formerly, Chief Investment Officer, PG Corbin Asset Management (1990-1992).&nbsp;&nbsp;Formerly worked in institutional corporate bond sales at Kidder Peabody (1986-1990). </TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt; padding-left: 2.9pt; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt; text-align: center; line-height: 10pt"> 138 </TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt; text-align: center; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt; padding-left: 2.9pt; line-height: 10pt">Director of DraftKings, Inc. (digital sports entertainment and gaming company) (since September 2020).&nbsp;&nbsp;Director of Groupon, Inc. (e-commerce provider) (since April 2020).&nbsp;&nbsp;Director of Envestnet, Inc. (provider of intelligent systems for wealth management and financial wellness) (since 2018).&nbsp;&nbsp;Formerly, Director of Dynex Capital, Inc. (mortgage REIT) (2013-2020).</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt; padding-left: 2.9pt; line-height: 10pt">WILLIAM H. PARK<BR>
1947</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt; padding-left: 2.9pt; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="padding: 6pt 0.1in 6pt 2.9pt; line-height: 10pt"> Class III Trustee<FONT STYLE="font-family: Arial Narrow, Helvetica, Sans-Serif"><SUP>(3)</SUP></FONT> </TD>
    <TD STYLE="padding: 6pt 0.1in 6pt 2.9pt; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="padding: 6pt 0.1in 6pt 2.9pt; line-height: 10pt">Until 2022. <BR>
3 years. Chairperson of the Board since 2016 and Trustee since 2003.</TD>
    <TD STYLE="padding: 6pt 0.1in 6pt 2.9pt; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt; padding-left: 2.9pt; line-height: 10pt">Private investor. Formerly, Consultant (management and transactional) (2012-2014). Formerly, Chief Financial Officer, Aveon Group, L.P. (investment management firm) (2010-2011). Formerly, Vice Chairman, Commercial Industrial Finance Corp. (specialty finance company) (2006-2010). Formerly, President and Chief Executive Officer, Prizm Capital Management, LLC (investment management firm) (2002-2005). Formerly, Executive Vice President and Chief Financial Officer, United Asset Management Corporation (investment management firm) (1982-2001). Formerly, Senior Manager, Price Waterhouse (now PricewaterhouseCoopers) (a registered public accounting firm) (1972-1981).</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt; padding-left: 2.9pt; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt; text-align: center; line-height: 10pt"> 138 </TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt; text-align: center; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt; padding-left: 2.9pt; line-height: 10pt">None</TD></TR>
  </TABLE>

<!-- Field: Page; Sequence: 85 -->
    <DIV STYLE="margin-bottom: 6pt"><TABLE CELLPADDING="0" CELLSPACING="0" STYLE="font: 8pt Arial, Helvetica, Sans-Serif; border-collapse: collapse; width: 100%"><TR STYLE="vertical-align: top; text-align: left"><TD STYLE="width: 33%">Eaton Vance Senior Income Trust</TD><TD STYLE="width: 34%; text-align: center"><!-- Field: Sequence; Type: Arabic; Name: PageNo -->21<!-- Field: /Sequence --></TD><TD STYLE="width: 33%; text-align: right">SAI dated [____], 2021</TD></TR></TABLE></DIV>
    <DIV STYLE="break-before: page; margin-top: 6pt"><TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%"><TR><TD STYLE="text-align: center; width: 100%">&nbsp;</TD></TR></TABLE></DIV>
    <!-- Field: /Page -->

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0">&nbsp;</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 9pt Arial Narrow, Helvetica, Sans-Serif; width: 100%; border-collapse: collapse">
  <TR>
    <TD STYLE="vertical-align: bottom; width: 15%; border-bottom: Black 1pt solid; padding-top: 3pt; padding-bottom: 3pt; line-height: 10pt">Name and Year of Birth</TD>
    <TD STYLE="vertical-align: top; width: 1%; padding-top: 3pt; padding-bottom: 3pt; padding-left: 2.9pt; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; width: 8%; border-bottom: Black 1pt solid; padding-top: 3pt; padding-bottom: 3pt; padding-left: 2.9pt; line-height: 10pt">Trust<BR>
Position(s)<FONT STYLE="font-family: Arial Narrow, Helvetica, Sans-Serif"><SUP>(1)</SUP></FONT></TD>
    <TD STYLE="vertical-align: top; width: 1%; padding-top: 3pt; padding-bottom: 3pt; padding-left: 2.9pt; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; width: 12%; border-bottom: Black 1pt solid; padding-top: 3pt; padding-bottom: 3pt; padding-left: 2.9pt; line-height: 10pt">Length of Service</TD>
    <TD STYLE="vertical-align: top; width: 1%; padding-top: 3pt; padding-bottom: 3pt; text-align: center; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; width: 32%; border-bottom: Black 1pt solid; padding-top: 3pt; padding-bottom: 3pt; text-align: center; line-height: 10pt">Principal Occupation(s) During Past Five Years<BR>
and Other Relevant Experience</TD>
    <TD STYLE="vertical-align: top; width: 1%; padding-top: 3pt; padding-bottom: 3pt; text-align: center; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; width: 13%; border-bottom: Black 1pt solid; padding-top: 3pt; padding-bottom: 3pt; text-align: center; line-height: 10pt">Number of Portfolios<BR>
in Fund Complex<BR>
Overseen By<BR>
Trustee<FONT STYLE="font-family: Arial Narrow, Helvetica, Sans-Serif"><SUP>(2)</SUP></FONT></TD>
    <TD STYLE="vertical-align: top; width: 1%; padding-top: 3pt; padding-bottom: 3pt; padding-left: 2.9pt; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; width: 15%; border-bottom: Black 1pt solid; padding-top: 3pt; padding-bottom: 3pt; padding-left: 2.9pt; line-height: 10pt">Other Directorships Held<BR>
During Last Five Years</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt; padding-left: 2.9pt; line-height: 10pt">HELEN FRAME PETERS<BR>
1948<BR>
<BR>
</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt; padding-left: 2.9pt; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="padding: 6pt 0.1in 6pt 2.9pt; line-height: 10pt">Class II Trustee</TD>
    <TD STYLE="padding: 6pt 0.1in 6pt 2.9pt; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="padding: 6pt 0.1in 6pt 2.9pt; line-height: 10pt">Until 2021. <BR>
3 years. <BR>
Since 2008.</TD>
    <TD STYLE="padding: 6pt 0.1in 6pt 2.9pt; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt; padding-left: 2.9pt; line-height: 10pt">Professor of Finance, Carroll School of Management, Boston College. Formerly, Dean, Carroll School of Management, Boston College (2000-2002). Formerly, Chief Investment Officer, Fixed Income, Scudder Kemper Investments (investment management firm) (1998-1999).&nbsp;&nbsp;Formerly, Chief Investment Officer, Equity and Fixed Income, Colonial Management Associates (investment management firm) (1991-1998).</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt; padding-left: 2.9pt; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt; text-align: center; line-height: 10pt"> 138 </TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt; text-align: center; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt; padding-left: 2.9pt; line-height: 10pt">None</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt; padding-left: 2.9pt; line-height: 10pt">KEITH QUINTON<BR>
1958</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt; padding-left: 2.9pt; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="padding: 6pt 0.1in 6pt 2.9pt; line-height: 10pt">Class II Trustee</TD>
    <TD STYLE="padding: 6pt 0.1in 6pt 2.9pt; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="padding: 6pt 0.1in 6pt 2.9pt; line-height: 10pt">Until 2021. <BR>
3 years. <BR>
Since 2018.</TD>
    <TD STYLE="padding: 6pt 0.1in 6pt 2.9pt; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt; padding-left: 2.9pt; line-height: 10pt"> Private investor, researcher and lecturer. Formerly, Independent Investment Committee Member at New Hampshire Retirement System (2017-2021). Formerly, Portfolio Manager and Senior Quantitative Analyst at Fidelity Investments (investment management firm) (2001-2014). </TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt; padding-left: 2.9pt; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt; text-align: center; line-height: 10pt"> 138 </TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt; text-align: center; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt; padding-left: 2.9pt; line-height: 10pt"> Formerly, Director (2016-2021) and Chairman (2019-2021) of New Hampshire Municipal Bond Bank. </TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt; padding-left: 2.9pt; line-height: 10pt">MARCUS L. SMITH<BR>
1966</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt; padding-left: 2.9pt; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="padding: 6pt 0.1in 6pt 2.9pt; line-height: 10pt">Class III Trustee</TD>
    <TD STYLE="padding: 6pt 0.1in 6pt 2.9pt; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="padding: 6pt 0.1in 6pt 2.9pt; line-height: 10pt">Until 2022. <BR>
3 years. <BR>
Since 2018.</TD>
    <TD STYLE="padding: 6pt 0.1in 6pt 2.9pt; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt; padding-left: 2.9pt; line-height: 10pt"> Private investor. Formerly, Portfolio Manager at MFS Investment Management (investment management firm) (1994-2017). </TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt; padding-left: 2.9pt; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt; text-align: center; line-height: 10pt"> 138 </TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt; text-align: center; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt; padding-left: 2.9pt; line-height: 10pt"> Director of First Industrial Realty Trust, Inc. (an industrial REIT) (since 2021). Director of MSCI Inc. (global provider of investment decision support tools) (since 2017). Formerly, Director of DCT Industrial Trust Inc. (logistics real estate company) (2017-2018). </TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt; padding-left: 2.9pt; line-height: 10pt">SUSAN J. SUTHERLAND<BR>
1957</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt; padding-left: 2.9pt; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="padding: 6pt 0.1in 6pt 2.9pt; line-height: 10pt">Class I Trustee</TD>
    <TD STYLE="padding: 6pt 0.1in 6pt 2.9pt; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="padding: 6pt 0.1in 6pt 2.9pt; line-height: 10pt"> Until 2023. <BR>
3 years. <BR>
Since 2015. </TD>
    <TD STYLE="padding: 6pt 0.1in 6pt 2.9pt; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt; padding-left: 2.9pt; line-height: 10pt"> Private investor. Director of Ascot Group Limited and certain of its subsidiaries (insurance and reinsurance) (since 2017). Formerly, Director of Hagerty Holding Corp. (insurance) (2015-2018) and Montpelier Re Holdings Ltd. (insurance and reinsurance) (2013-2015). Formerly, Associate, Counsel and Partner at Skadden, Arps, Slate, Meagher &amp; Flom LLP (law firm) (1982-2013). </TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt; padding-left: 2.9pt; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt; text-align: center; line-height: 10pt"> 138 </TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt; text-align: center; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt; padding-left: 2.9pt; line-height: 10pt"> Director of Kairos Acquisition Corp. (insurance/InsurTech acquisition company) (since 2021). </TD></TR>
  </TABLE>

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    <DIV STYLE="margin-bottom: 6pt"><TABLE CELLPADDING="0" CELLSPACING="0" STYLE="font: 8pt Arial, Helvetica, Sans-Serif; border-collapse: collapse; width: 100%"><TR STYLE="vertical-align: top; text-align: left"><TD STYLE="width: 33%">Eaton Vance Senior Income Trust</TD><TD STYLE="width: 34%; text-align: center"><!-- Field: Sequence; Type: Arabic; Name: PageNo -->22<!-- Field: /Sequence --></TD><TD STYLE="width: 33%; text-align: right">SAI dated [____], 2021</TD></TR></TABLE></DIV>
    <DIV STYLE="break-before: page; margin-top: 6pt"><TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%"><TR><TD STYLE="text-align: center; width: 100%">&nbsp;</TD></TR></TABLE></DIV>
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<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0">&nbsp;</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 9pt Arial Narrow, Helvetica, Sans-Serif; width: 100%; border-collapse: collapse">
  <TR>
    <TD STYLE="vertical-align: bottom; width: 15%; border-bottom: Black 1pt solid; padding-top: 3pt; padding-bottom: 3pt; line-height: 10pt">Name and Year of Birth</TD>
    <TD STYLE="vertical-align: top; width: 1%; padding-top: 3pt; padding-bottom: 3pt; padding-left: 2.9pt; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; width: 8%; border-bottom: Black 1pt solid; padding-top: 3pt; padding-bottom: 3pt; padding-left: 2.9pt; line-height: 10pt">Trust<BR>
Position(s)<FONT STYLE="font-family: Arial Narrow, Helvetica, Sans-Serif"><SUP>(1)</SUP></FONT></TD>
    <TD STYLE="vertical-align: top; width: 1%; padding-top: 3pt; padding-bottom: 3pt; padding-left: 2.9pt; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; width: 12%; border-bottom: Black 1pt solid; padding-top: 3pt; padding-bottom: 3pt; padding-left: 2.9pt; line-height: 10pt">Length of Service</TD>
    <TD STYLE="vertical-align: top; width: 1%; padding-top: 3pt; padding-bottom: 3pt; text-align: center; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; width: 32%; border-bottom: Black 1pt solid; padding-top: 3pt; padding-bottom: 3pt; text-align: center; line-height: 10pt">Principal Occupation(s) During Past Five Years<BR>
and Other Relevant Experience</TD>
    <TD STYLE="vertical-align: top; width: 1%; padding-top: 3pt; padding-bottom: 3pt; text-align: center; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; width: 13%; border-bottom: Black 1pt solid; padding-top: 3pt; padding-bottom: 3pt; text-align: center; line-height: 10pt">Number of Portfolios<BR>
in Fund Complex<BR>
Overseen By<BR>
Trustee<FONT STYLE="font-family: Arial Narrow, Helvetica, Sans-Serif"><SUP>(2)</SUP></FONT></TD>
    <TD STYLE="vertical-align: top; width: 1%; padding-top: 3pt; padding-bottom: 3pt; padding-left: 2.9pt; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; width: 15%; border-bottom: Black 1pt solid; padding-top: 3pt; padding-bottom: 3pt; padding-left: 2.9pt; line-height: 10pt">Other Directorships Held<BR>
During Last Five Years</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt; padding-left: 2.9pt; line-height: 10pt">SCOTT E. WENNERHOLM<BR>
1959</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt; padding-left: 2.9pt; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="padding: 6pt 0.1in 6pt 2.9pt; line-height: 10pt">Class II Trustee</TD>
    <TD STYLE="padding: 6pt 0.1in 6pt 2.9pt; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="padding: 6pt 0.1in 6pt 2.9pt; line-height: 10pt">Until 2021.&nbsp;&nbsp;<BR>
3 years.&nbsp;&nbsp;<BR>
Since 2016.</TD>
    <TD STYLE="padding: 6pt 0.1in 6pt 2.9pt; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt; padding-left: 2.9pt; line-height: 10pt">Private investor. Formerly, Trustee at Wheelock College (postsecondary institution) (2012-2018). Formerly, Consultant at GF Parish Group (executive recruiting firm) (2016-2017). Formerly, Chief Operating Officer and Executive Vice President at BNY Mellon Asset Management (investment management firm) (2005-2011).&nbsp;&nbsp;Formerly, Chief Operating Officer and Chief Financial Officer at Natixis Global Asset Management (investment management firm) (1997-2004).&nbsp;&nbsp;Formerly, Vice President at Fidelity Investments Institutional Services (investment management firm) (1994-1997).</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt; padding-left: 2.9pt; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt; text-align: center; line-height: 10pt"> 137 </TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt; text-align: center; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt; padding-left: 2.9pt; line-height: 10pt">None</TD></TR>
  </TABLE>
<P STYLE="font: 9pt/10pt Arial Narrow, Helvetica, Sans-Serif; margin: 3pt 0 3pt 0.25in; text-indent: -0.25in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 9pt/10pt Arial Narrow, Helvetica, Sans-Serif; margin-top: 3pt; margin-bottom: 3pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Arial Narrow, Helvetica, Sans-Serif"><SUP>(1)</SUP></FONT></TD><TD>The Board of Trustees is divided into three classes, each class having a term of three years to expire on the date of the third annual
meeting following its election.</TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 9pt/10pt Arial Narrow, Helvetica, Sans-Serif; margin-top: 3pt; margin-bottom: 3pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 0.25in"> <FONT STYLE="font-family: Arial Narrow, Helvetica, Sans-Serif"><SUP>(2)</SUP></FONT> </TD><TD> Includes both funds and portfolios in a hub and spoke structure. </TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 9pt/10pt Arial Narrow, Helvetica, Sans-Serif; margin-top: 3pt; margin-bottom: 3pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Arial Narrow, Helvetica, Sans-Serif"><SUP>(3)</SUP></FONT></TD><TD>Preferred shares Trustee.</TD></TR></TABLE>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 9pt Arial Narrow, Helvetica, Sans-Serif; width: 100%; border-collapse: collapse">
  <TR STYLE="vertical-align: bottom">
    <TD COLSPAN="7" STYLE="padding-top: 3pt; padding-bottom: 3pt; padding-left: 2.9pt; line-height: 10pt; font-weight: bold">Principal Officers who are not Trustees</TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD STYLE="width: 17%; border-bottom: Black 1pt solid; padding-top: 3pt; padding-bottom: 3pt; padding-left: 2.9pt; line-height: 10pt">Name and Year of Birth</TD>
    <TD STYLE="width: 2%; padding-top: 3pt; padding-bottom: 3pt; padding-left: 2.9pt; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="width: 15%; border-bottom: Black 1pt solid; padding-top: 3pt; padding-bottom: 3pt; padding-left: 2.9pt; line-height: 10pt">Trust Position(s)</TD>
    <TD STYLE="width: 2%; padding-top: 3pt; padding-bottom: 3pt; padding-left: 2.9pt; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="width: 15%; border-bottom: Black 1pt solid; padding-top: 3pt; padding-bottom: 3pt; padding-left: 2.9pt; line-height: 10pt">Length of Service</TD>
    <TD STYLE="width: 2%; padding-top: 3pt; padding-bottom: 3pt; padding-left: 2.9pt; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="width: 47%; border-bottom: Black 1pt solid; padding-top: 3pt; padding-bottom: 3pt; padding-left: 2.9pt; line-height: 10pt">Principal Occupation(s) During Past Five Years</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt; padding-left: 2.9pt; line-height: 10pt"> ERIC A. STEIN<BR>
1980 </TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt; padding-left: 2.9pt; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="padding: 6pt 0.1in 6pt 2.9pt; line-height: 10pt"> President </TD>
    <TD STYLE="padding: 6pt 0.1in 6pt 2.9pt; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="padding: 6pt 0.1in 6pt 2.9pt; line-height: 10pt"> Since 2020 </TD>
    <TD STYLE="padding: 6pt 0.1in 6pt 2.9pt; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt; padding-left: 2.9pt; line-height: 10pt"> Vice President and Chief Investment Officer, Fixed Income of Eaton Vance and BMR.&nbsp;&nbsp;Prior to November 1, 2020, Mr. Stein was a co-Director of Eaton Vance&#8217;s&nbsp;&nbsp;Global Income Investments. Officer of 116 registered investment companies managed by Eaton Vance or BMR. &nbsp;Also Vice President of Calvert Research and Management (&#8220;CRM&#8221;) since 2020. </TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt; padding-left: 2.9pt; line-height: 10pt"> DEIDRE E. WALSH<BR>
1971 </TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt; padding-left: 2.9pt; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="padding: 6pt 0.1in 6pt 2.9pt; line-height: 10pt"> Vice President and Chief Legal Officer </TD>
    <TD STYLE="padding: 6pt 0.1in 6pt 2.9pt; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="padding: 6pt 0.1in 6pt 2.9pt; line-height: 10pt"> Since 2021 </TD>
    <TD STYLE="padding: 6pt 0.1in 6pt 2.9pt; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt; padding-left: 2.9pt; line-height: 10pt"> Vice President of Eaton Vance and BMR.&nbsp;&nbsp;Officer of 138 registered investment companies managed by Eaton Vance or BMR.&nbsp;&nbsp;Also Vice President of CRM and officer of 39 registered investment companies advised or administered by CRM since 2021. </TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt; padding-left: 2.9pt; line-height: 10pt">JAMES F. KIRCHNER<BR>
1967</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt; padding-left: 2.9pt; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="padding: 6pt 0.1in 6pt 2.9pt; line-height: 10pt">Treasurer</TD>
    <TD STYLE="padding: 6pt 0.1in 6pt 2.9pt; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="padding: 6pt 0.1in 6pt 2.9pt; line-height: 10pt">Since 2013</TD>
    <TD STYLE="padding: 6pt 0.1in 6pt 2.9pt; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt; padding-left: 2.9pt; line-height: 10pt"> Vice President of Eaton Vance and BMR.&nbsp;&nbsp;Officer of 138 registered investment companies managed by Eaton Vance or BMR.&nbsp;&nbsp;Also Vice President of CRM and officer of 39 registered investment companies advised or administered by CRM since 2016. </TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt; padding-left: 2.9pt; line-height: 10pt"> KIMBERLY M. ROESSIGER<BR>
1985 </TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt; padding-left: 2.9pt; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="padding: 6pt 0.1in 6pt 2.9pt; line-height: 10pt"> Secretary </TD>
    <TD STYLE="padding: 6pt 0.1in 6pt 2.9pt; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="padding: 6pt 0.1in 6pt 2.9pt; line-height: 10pt"> Since 2021 </TD>
    <TD STYLE="padding: 6pt 0.1in 6pt 2.9pt; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt; padding-left: 2.9pt; line-height: 10pt"> Vice President of Eaton Vance and BMR.&nbsp;&nbsp;Officer of 138 registered investment companies managed by Eaton Vance or BMR. </TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt; padding-left: 2.9pt; line-height: 10pt">RICHARD F. FROIO<BR>
1968</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt; padding-left: 2.9pt; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="padding: 6pt 0.1in 6pt 2.9pt; line-height: 10pt">Chief Compliance Officer</TD>
    <TD STYLE="padding: 6pt 0.1in 6pt 2.9pt; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="padding: 6pt 0.1in 6pt 2.9pt; line-height: 10pt">Since 2017</TD>
    <TD STYLE="padding: 6pt 0.1in 6pt 2.9pt; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt; padding-left: 2.9pt; line-height: 10pt"> Vice President of Eaton Vance and BMR since 2017.&nbsp;&nbsp;Officer of 138 registered investment companies managed by Eaton Vance or BMR.&nbsp;&nbsp;Formerly, Deputy Chief Compliance Officer (Adviser/Funds) and Chief Compliance Officer (Distribution) at PIMCO (2012-2017) and Managing Director at BlackRock/Barclays Global Investors (2009-2012). </TD></TR>
  </TABLE>
<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 9pt/10pt Arial Narrow, Helvetica, Sans-Serif; margin-top: 3pt; margin-bottom: 3pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 0.25in"></TD><TD></TD></TR></TABLE>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0">&nbsp;</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">The Board has general oversight responsibility with respect to the business
and affairs of the Trust. The Board has engaged an investment adviser and (if applicable) a sub-adviser(s) (collectively the &#8220;adviser&#8221;)
to manage the&nbsp;Trust and an administrator to administer the&nbsp;Trust and is responsible for overseeing such adviser and administrator
and other service providers to the Trust. The Board is currently composed of eleven Trustees, including ten Trustees who are not</P>


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<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">&#8220;interested persons&#8221; of the&nbsp;Trust, as that term is
defined in the 1940 Act (each a &#8220;noninterested Trustee&#8221;). In addition to six regularly scheduled meetings per year, the Board
holds special meetings or informal conference calls to discuss specific matters that may require action prior to the next regular meeting.
As discussed below, the Board has established six committees to assist the Board in performing its oversight responsibilities.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">The Board has appointed a noninterested Trustee to serve in the role
of Chairperson. The Chairperson&#8217;s primary role is to participate in the preparation of the agenda for meetings of the Board and
the identification of information to be presented to the Board with respect to matters to be acted upon by the Board. The Chairperson
also presides at all meetings of the Board and acts as a liaison with service providers, officers, attorneys, and other Board members
generally between meetings. The Chairperson may perform such other functions as may be requested by the Board from time to time. In addition,
the Board may appoint a noninterested Trustee to serve in the role of Vice-Chairperson. The Vice-Chairperson has the power and authority
to perform any or all of the duties and responsibilities of the Chairperson in the absence of the Chairperson and/or as requested by the
Chairperson. Except for any duties specified herein or pursuant to the Trust&#8217;s Declaration of Trust or By-laws, the designation
of Chairperson or Vice-Chairperson does not impose on such noninterested Trustee any duties, obligations or liability that is greater
than the duties, obligations or liability imposed on such person as a member of the Board, generally.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">The Trust is subject to a number of risks, including, among others,
investment, compliance, operational, and valuation risks. Risk oversight is part of the Board&#8217;s general oversight of the Trust and
is addressed as part of various activities of the Board and its Committees. As part of its oversight of the Trust, the Board directly,
or through a Committee, relies on and reviews reports from, among others, Trust management, the adviser, the administrator, the principal
underwriter, the Chief Compliance Officer (the &#8220;CCO&#8221;), and other Trust service providers responsible for day-to-day oversight
of Trust investments, operations and compliance to assist the Board in identifying and understanding the nature and extent of risks and
determining whether, and to what extent, such risks can or should be mitigated. The Board also interacts with the CCO and with senior
personnel of the adviser, administrator, principal underwriter and other Trust service providers and provides input on risk management
issues during meetings of the Board and its Committees. Each of the adviser, administrator, principal underwriter and the other Trust
service providers has its own, independent interest and responsibilities in risk management, and its policies and methods for carrying
out risk management functions will depend, in part, on its individual priorities, resources and controls. It is not possible to identify
all of the risks that may affect the&nbsp;Trust or to develop processes and controls to eliminate or mitigate their occurrence or effects.
Moreover, it is necessary to bear certain risks (such as investment-related risks) to achieve the&nbsp;Trust&#8217;s goals.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">The Board, with the assistance of management and with input from the
Board's various committees, reviews investment policies and risks in connection with its review of Trust performance. The Board has appointed
a Trust CCO who oversees the implementation and testing of the Trust compliance program and reports to the Board regarding compliance
matters for the Trust and its principal service providers. In addition, as part of the Board&#8217;s periodic review of the advisory,
subadvisory (if applicable), distribution and other service provider agreements, the Board may consider risk management aspects of their
operations and the functions for which they are responsible. With respect to valuation, the Board approves and periodically reviews valuation
policies and procedures applicable to valuing the&nbsp;Trust&#8217;s shares. The administrator, the investment adviser and the sub-adviser
(if applicable) are responsible for the implementation and day-to-day administration of these valuation policies and procedures and provides
reports to the Audit Committee of the Board and the Board regarding these and related matters. In addition, the Audit Committee of the
Board or the Board receives reports periodically from the independent public accounting firm for the Trust regarding tests performed by
such firm on the valuation of all securities, as well as with respect to other risks associated with mutual funds. Reports received from
service providers, legal counsel and the independent public accounting firm assist the Board in performing its oversight function.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">The Trust&#8217;s Declaration of Trust&nbsp;does not set forth any specific
qualifications to serve as a Trustee. The Charter of the Governance Committee also does not set forth any specific qualifications, but
does set forth certain factors that the Committee may take into account in considering noninterested Trustee candidates. In general, no
one factor is decisive in the selection of an individual to join the Board. Among the factors the Board considers when concluding that
an individual should serve on the Board are the following: (i) knowledge in matters relating to the mutual fund industry; (ii) experience
as a director or senior officer of public companies; (iii) educational background; (iv) reputation for high ethical standards and professional
integrity; (v) specific financial, technical or other expertise, and the extent to which such expertise would complement the Board members&#8217;
existing mix of skills, core competencies and qualifications; (vi) perceived ability to contribute to the ongoing functions of the Board,
including the ability and commitment to attend meetings regularly and work collaboratively with other members of the Board; (vii) the
ability to qualify as a noninterested Trustee for purposes of the 1940 Act and any other actual or potential conflicts of interest involving
the individual and the Trust; and (viii) such other factors as the Board determines to be relevant in light of the existing composition
of the Board.</P>


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<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">Among the attributes or skills common to all Board members are their
ability to review critically, evaluate, question and discuss information provided to them, to interact effectively with the other members
of the Board, management, sub-advisers, other service providers, counsel and independent registered public accounting firms, and to exercise
effective and independent business judgment in the performance of their duties as members of the Board. Each Board member&#8217;s ability
to perform his or her duties effectively has been attained through the Board member&#8217;s business, consulting, public service and/or
academic positions and through experience from service as a member of the Boards of the Eaton Vance family of funds (&#8220;Eaton Vance
Fund Boards&#8221;) (and/or in other capacities, including for any predecessor funds), public companies, or non-profit entities or other
organizations as set forth below. Each Board member&#8217;s ability to perform his or her duties effectively also has been enhanced by
his or her educational background, professional training, and/or other life experiences.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">In respect of each current member of the Board, the individual&#8217;s
substantial professional accomplishments and experience, including in fields related to the operations of registered investment companies,
were a significant factor in the determination that the individual should serve as a member of the Board. The following is a summary of
each Board member&#8217;s particular professional experience and additional considerations that contributed to the Board&#8217;s conclusion
that he or she should serve as a member of the Board:</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> <FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><I>Thomas
E. Faust Jr.</I></FONT> Mr. Faust has served as a member of the Eaton Vance Fund Boards since 2007. Effective March 1, 2021, he is Chairman
of MSIM. He is also a member of the Board of Managers and President of EV, Chief Executive Officer and President of Eaton Vance and BMR,
and Director of EVD. Mr. Faust previously served as Chairman and Chief Executive Officer of EVC from 2007 through March 1, 2021 and as
President of EVC from 2006 through March 1, 2021. Mr. Faust served as a Director of Hexavest Inc. from 2012-2021. From 2016 through 2019,
Mr. Faust served as a Director of SigFig Wealth Management LLC. Mr. Faust previously served as an equity analyst, portfolio manager, Director
of Equity Research and Management and Chief Investment Officer of Eaton Vance from 1985-2007. He holds B.S. degrees in Mechanical Engineering
and Economics from the Massachusetts Institute of Technology and an MBA from Harvard Business School. Mr. Faust has been a Chartered Financial
Analyst since 1988. He is a trustee and member of the executive committee of the Boston Symphony Orchestra, Inc. and trustee emeritus
of Wellesley College. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> <FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><I>Mark R.
Fetting.</I></FONT> Mr. Fetting has served as a member of the Eaton Vance Fund Boards since 2016 and is the Chairperson of the Contract
Review Committee. He has over 30 years of experience in the investment management industry as an executive and in various leadership roles.
From 2000 through 2012, Mr. Fetting served in several capacities at Legg Mason, Inc., including most recently serving as President, Chief
Executive Officer, Director and Chairman from 2008 to his retirement in 2012. He also served as a Director/Trustee and Chairman of the
Legg Mason family of funds from 2008-2012 and Director/Trustee of the Royce family of funds from 2001-2012. From 2001 through 2008, Mr.
Fetting also served as President of the Legg Mason family of funds. From 1991 through 2000, Mr. Fetting served as Division President and
Senior Officer of Prudential Financial Group, Inc. and related companies. Early in his professional career, Mr. Fetting was a Vice President
at T. Rowe Price and served in leadership roles within the firm&#8217;s mutual fund division from 1981-1987. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><I>Cynthia E. Frost</I>. Ms. Frost has served as a member of the Eaton
Vance Fund Boards since 2014 and is the Chairperson of the Portfolio Management Committee. From 2000 through 2012, Ms. Frost was the Chief
Investment Officer of Brown University, where she oversaw the evaluation, selection and monitoring of the third party investment managers
who managed the university&#8217;s endowment. From 1995 through 2000, Ms. Frost was a Portfolio Strategist for Duke Management Company,
which oversaw Duke University&#8217;s endowment. Ms. Frost also served in various investment and consulting roles at Cambridge Associates
from 1989-1995, Bain and Company from 1987-1989 and BA Investment Management Company from 1983-1985. She serves as a member of the investment
committee of The MCNC Endowment.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> <FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><I>George
J. Gorman</I></FONT>. Mr. Gorman has served as a member of the Eaton Vance Fund Boards since 2014 and is the Independent Chairperson of
the Board. From 1974 through 2009, Mr. Gorman served in various capacities at Ernst &amp; Young LLP, including as a Senior Partner in
the Asset Management Group (from 1988) specializing in managing engagement teams responsible for auditing mutual funds registered with
the SEC, hedge funds and private equity funds. Mr. Gorman also has experience serving as an independent trustee of other mutual fund complexes,
including the Bank of America Money Market Funds Series Trust from 2011-2014 and the Ashmore Funds from 2010-2014. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> <FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><I>Valerie
A. Mosley.</I></FONT> Ms. Mosley has served as a member of the Eaton Vance Fund Boards since 2014 and is the Chairperson of the Governance
Committee. She currently owns and manages a consulting and investment firm, Valmo Ventures, and in 2020 founded Upward Wealth, Inc., doing
business as BrightUP, a fintech platform focused on helping everyday workers grow their net worth and reinforce their self-worth. From
1992 through 2012, Ms. Mosley served in several capacities at Wellington Management Company, LLP, an investment management firm, including
as a Partner, </P>


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<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> Senior Vice President, Portfolio Manager and Investment Strategist.
Ms. Mosley also served as Chief Investment Officer at PG Corbin Asset Management from 1990-1992 and worked in institutional corporate
bond sales at Kidder Peabody from 1986-1990. She was also a Director of Progress Investment Management Company, a manager of emerging
managers until 2020. She is a Director of Groupon, Inc., an ecommerce provider, and a Director of Envestnet, Inc., a provider of intelligent
systems for wealth management and financial wellness. She is also a Director of DraftKings, Inc., a digital sports entertainment and gaming
company. Ms. Mosley previously served as a Director of Dynex Capital, Inc., a mortgage REIT, from 2013-2020. She serves as a trustee or
board member of several major non-profit organizations and endowments, including New Profit, a social venture firm that identifies, invests
in and helps scale social entrepreneurs. She is a member of the Risk Audit Committee of the United Auto Workers Retiree Medical Benefits
Trust and a member of the Investment Advisory Committee of New York State Common Retirement Fund. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> <FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><I>William
H. Park.</I></FONT> Mr. Park has served as a member of the Eaton Vance Fund Boards since 2003 and was formerly the Independent Chairperson
of the Board from 2016-2021. Mr. Park was formerly a consultant from 2012-2014 and formerly the Chief Financial Officer of Aveon Group,
L.P. from 2010-2011. Mr. Park also served as Vice Chairman of Commercial Industrial Finance Corp. from 2006-2010, as President and Chief
Executive Officer of Prizm Capital Management, LLC from 2002-2005, as Executive Vice President and Chief Financial Officer of United Asset
Management Corporation from 1982-2001 and as Senior Manager of Price Waterhouse (now PricewaterhouseCoopers) from 1972-1981. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><I>Helen Frame
Peters.</I></FONT> Dr. Peters has served as a member of the Eaton Vance Fund Boards since 2008. Dr. Peters is currently a Professor of
Finance at Carroll School of Management, Boston College and was formerly Dean of Carroll School of Management from 2000-2002. Dr. Peters
was previously a Director of BJ&#8217;s Wholesale Club, Inc. from 2004-2011. In addition, Dr. Peters was the Chief Investment Officer,
Fixed Income at Scudder Kemper Investments from 1998-1999 and Chief Investment Officer, Equity and Fixed Income at Colonial Management
Associates from 1991-1998. Dr. Peters also served as a Trustee of SPDR Index Shares Funds and SPDR Series Trust from 2000-2009 and as
a Director of the Federal Home Loan Bank of Boston from 2007-2009.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> <FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><I>Keith
Quinton. </I></FONT>Mr. Quinton has served as a member of the Eaton Vance Fund Boards since October 1, 2018. He had over thirty years
of experience in the investment industry before retiring from Fidelity Investments in 2014. Prior to joining Fidelity, Mr. Quinton was
a vice president and quantitative analyst at MFS Investment Management from 2000-2001. From 1997 through 2000, he was a senior quantitative
analyst at Santander Global Advisors and, from 1995 through 1997, Mr. Quinton was senior vice president in the quantitative equity research
department at Putnam Investments. Prior to joining Putnam Investments, Mr. Quinton served in various investment roles at Eberstadt Fleming,
Falconwood Securities Corporation and Drexel Burnham Lambert, where he began his career in the investment industry as a senior quantitative
analyst in 1983. Mr. Quinton served as an Independent Investment Committee Member of the New Hampshire Retirement System, a five member
committee that manages investments based on the investment policy and asset allocation approved by the board of trustees (2017-2021),
and as a Director, (2016-2021) and Chairman, (2019-2021) of the New Hampshire Municipal Bond Bank. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> <FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><I>Marcus
L. Smith.</I></FONT> Mr. Smith has served as a member of the Eaton Vance Fund Boards since October 1, 2018&nbsp;and of the Ad Hoc Committee
for Closed-End Fund Matters. Mr. Smith has been a Director of First Industrial Realty Trust, Inc., a fully integrated owner, operator
and developer of industrial real estate, since 2021, where he serves on the Investment and Nominating/Corporate Governance Committees.
Since 2017, Mr. Smith has been a Director of MSCI Inc., a leading provider of investment decision support tools worldwide, where he serves
on the Compensation and Talent Management Committee and Strategy &amp; Finance Committee. From 2017 through 2018, he served as a Director
of DCT Industrial Trust Inc., a leading logistics real estate company, where he served as a member of the Nominating and Corporate Governance
and Audit Committees. From 1994 through 2017, Mr. Smith served in several capacities at MFS Investment Management, an investment management
firm, where he managed the MFS Institutional International Fund for 17 years and the MFS Concentrated International Fund for 10 years.
In addition to his portfolio management duties, Mr. Smith served as Director of Equity, Canada from 2012-2017, Director of Equity, Asia
from 2010-2012, and Director of Asian Equity Research from 2005-2010. Prior to joining MFS, Mr. Smith was a senior consultant at Andersen
Consulting (now known as Accenture) from 1988-1992. Mr. Smith served as a United States Army Reserve Officer from 1987-1992. He was also
a trustee of the University of Mount Union from 2008-2020 and served on the Boston advisory board of the Posse Foundation from 2015-2021.
Mr. Smith currently sits on the Harvard Medical School Advisory Council on Education, the Board of Directors for Facing History and Ourselves
and is a Trustee of the Core Knowledge Foundation. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> <FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><I>Susan
J. Sutherland. </I></FONT>Ms. Sutherland has served as a member of the Eaton Vance Fund Boards since 2015 and is the Chairperson of the
Compliance Reports and Regulatory Matters Committee. She is also a Director of Ascot Group Limited and certain of its subsidiaries. Ascot
Group Limited, through its related businesses including Syndicate 1414 at Lloyd&#8217;s of London, is a leading global underwriter of
specialty property and casualty insurance and reinsurance. In addition, Ms. Sutherland is a Director of Kairos Acquisition Corp., which
is concentrating on acquisition and business </P>


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<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> combination efforts within the insurance and insurance technology
(also known as &#8220;InsurTech&#8221;) sectors. Ms. Sutherland was a Director of Montpelier Re Holdings Ltd., a global provider of customized
reinsurance and insurance products, from 2013 until its sale in 2015 and of Hagerty Holding Corp., a leading provider of specialized automobile
and marine insurance from 2015-2018. From 1982 through 2013, Ms. Sutherland was an associate, counsel and then a partner in the Financial
Institutions Group of Skadden, Arps, Slate, Meagher &amp; Flom LLP, where she primarily represented U.S. and international insurance and
reinsurance companies, investment banks and private equity firms in insurance-related corporate transactions. In addition, Ms. Sutherland
is qualified as a Governance Fellow of the National Association of Corporate Directors and has also served as a board member of prominent
non-profit organizations. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> <FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><I>Scott
E. Wennerholm.</I></FONT> Mr. Wennerholm has served as a member of the Eaton Vance Fund Boards since 2016 and is the Chairperson of the
Audit Committee. He has over 30 years of experience in the financial services industry in various leadership and executive roles. Mr.
Wennerholm served as Chief Operating Officer and Executive Vice President at BNY Mellon Asset Management from 2005-2011. He also served
as Chief Operating Officer and Chief Financial Officer at Natixis Global Asset Management from 1997-2004 and was a Vice President at Fidelity
Investments Institutional Services from 1994-1997. In addition, Mr. Wennerholm served as a Trustee at Wheelock College, a postsecondary
institution from 2012-2018. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">The Board(s) of the Trust&nbsp;has several standing Committees, including
the Governance Committee, the Audit Committee, the Portfolio Management Committee, the Compliance Reports and Regulatory Matters Committee,
the Contract Review Committee and the Ad Hoc Committee for Closed-End Fund Matters. Each of the Committees are comprised of only noninterested
Trustees.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> Mmes. Mosley (Chairperson), Frost, Peters and Sutherland, and Messrs.
Fetting, Gorman, Park, Quinton, Smith and Wennerholm are members of the Governance Committee. The purpose of the Governance Committee
is to consider, evaluate and make recommendations to the Board with respect to the structure, membership and operation of the Board and
the Committees thereof, including the nomination and selection of noninterested Trustees and a Chairperson of the Board and the compensation
of such persons. During the fiscal year ended June 30, 2021, the Governance Committee convened eight times. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">The Governance Committee will, when a vacancy exists, consider a nominee
for Trustee recommended by a&nbsp;shareholder, provided that such recommendation is submitted in writing to the Trust&#8217;s Secretary
at the principal executive office of the Trust. Such recommendations must be accompanied by biographical and occupational data on the
candidate (including whether the candidate would be an &#8220;interested person&#8221; of the Trust), a written consent by the candidate
to be named as a nominee and to serve as Trustee if elected, record and ownership information for the recommending shareholder with respect
to the Trust, and a description of any arrangements or understandings regarding recommendation of the candidate for consideration.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> Messrs. Wennerholm (Chairperson), Gorman and Park and Ms. Peters
are members of the Audit Committee. The Board has designated Messrs. Gorman, Park and Wennerholm, each a noninterested Trustee, as audit
committee financial experts. The Audit Committee&#8217;s purposes are to (i) oversee the&nbsp;Trust'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&nbsp;Trust's financial
statements and the independent audit thereof; (iii) oversee, or, as appropriate, assist Board oversight of, the&nbsp;Trust's compliance
with legal and regulatory requirements that relate to the&nbsp;Trust'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
registered public accounting firm, and, if applicable, nominate the independent registered public accounting firm to be proposed for shareholder
ratification in any proxy statement of the&nbsp;Trust; (v) evaluate the qualifications, independence and performance of the independent
registered public accounting firm and the audit partner in charge of leading the audit; and (vi) prepare, as necessary, audit committee
reports consistent with the requirements of applicable SEC and stock exchange rules for inclusion in the proxy statement of the&nbsp;Trust.
During the fiscal year ended June 30, 2021, the Audit Committee convened ten times. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> Messrs. Fetting (Chairperson), Gorman, Park, Quinton, Smith and
Wennerholm, and Mmes. Frost, Mosley, Peters and Sutherland are members of the Contract Review Committee. The purposes of the Contract
Review Committee are to consider, evaluate and make recommendations to the Board concerning the following matters: (i) contractual arrangements
with each service provider to the Trust, including advisory, sub-advisory, transfer agency, custodial and fund accounting, distribution
services and administrative services; (ii) any and all other matters in which any service provider (including Eaton Vance or any affiliated
entity thereof) has an actual or potential conflict of interest with the interests of the Trust; and (iii) any other matter appropriate
for review by the noninterested Trustees, unless the matter is within the responsibilities of the other Committees of the Board. During
the fiscal year ended June 30, 2021, the Contract Review Committee convened ten times. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> </P>

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<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> Mmes. Frost (Chairperson), Mosley and Peters and Messrs. Smith and
Wennerholm are members of the Portfolio Management Committee. The purposes of the Portfolio Management Committee are to: (i) assist the
Board in its oversight of the portfolio management process employed by the Trust and its investment adviser and sub-adviser(s), if applicable,
relative to the Trust's stated objective(s), strategies and restrictions; (ii) assist the Board in its oversight of the trading policies
and procedures and risk management techniques applicable to the Trust; and (iii) assist the Board in its monitoring of the performance
results of all funds and portfolios, giving special attention to the performance of certain funds and portfolios that it or the Board
identifies from time to time. During the fiscal year ended June 30, 2021, the Portfolio Management Committee convened seven times. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> Ms. Sutherland (Chairperson) and Messrs. Fetting, Park and Quinton
are members of the Compliance Reports and Regulatory Matters Committee. The purposes of the Compliance Reports and Regulatory Matters
Committee are to: (i) assist the Board in its oversight role with respect to compliance issues and certain other regulatory matters affecting
the Trust; (ii) serve as a liaison between the Board and the Trust's CCO; and (iii) serve as a &#8220;qualified legal compliance committee&#8221;
within the rules promulgated by the SEC. During the fiscal year ended June 30, 2021, the Compliance Reports and Regulatory Matters Committee
convened seven times. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> Messrs. Smith (Chairperson) and Fetting and Ms. Sutherland are members
of the Ad Hoc Committee for Closed-End Fund Matters. The purpose of the Ad Hoc Committee for Closed-End Fund Matters is to consider, evaluate
and make recommendations to the Board with respect to issues specifically related to Eaton Vance Closed-End Funds. During the fiscal year
ended June 30, 2021, the Ad Hoc Committee for Closed-End Fund Matters convened seven times. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> <FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>Share
Ownership.</B></FONT> The following table shows the dollar range of equity securities beneficially owned by each Trustee in the Trust
and in the Eaton Vance family of funds overseen by the Trustee as of December 31, 2020. </P>

<TABLE CELLSPACING="0" CELLPADDING="0" ALIGN="CENTER" STYLE="width: 80%; font: 9pt Arial Narrow, Helvetica, Sans-Serif; border-collapse: collapse">
  <TR STYLE="vertical-align: bottom">
    <TD STYLE="width: 28%; border-bottom: Black 1pt solid; padding: 3pt 5.4pt; text-align: center; line-height: 10pt">Name of Trustee</TD>
    <TD STYLE="width: 27%; border-bottom: Black 1pt solid; padding: 3pt 5.4pt; text-align: center; line-height: 10pt">Dollar Range of Equity Securities<BR>
Beneficially Owned in the Trust</TD>
    <TD STYLE="width: 45%; border-bottom: Black 1pt solid; padding: 3pt 5.4pt; text-align: center; line-height: 10pt">Aggregate Dollar Range of Equity<BR>
Securities Beneficially Owned in Funds<BR>
Overseen by Trustee in the<BR>
Eaton Vance Family of Funds</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding: 3pt 5.4pt 3pt 2.9pt; line-height: 10pt; font-weight: bold">Interested Trustee</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding: 3pt 5.4pt 3pt 13.7pt; line-height: 10pt">Thomas E. Faust Jr.</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">None</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">Over $100,000</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding: 3pt 5.4pt 3pt 2.9pt; line-height: 10pt; font-weight: bold">Noninterested Trustees</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding: 3pt 5.4pt 3pt 13.7pt; line-height: 10pt">Mark R. Fetting</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">None</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">Over $100,000</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding: 3pt 5.4pt 3pt 13.7pt; line-height: 10pt">Cynthia E. Frost</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">None</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">Over $100,000</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding: 3pt 5.4pt 3pt 13.7pt; line-height: 10pt">George J. Gorman</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">None</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">Over $100,000</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding: 3pt 5.4pt 3pt 13.7pt; line-height: 10pt">Valerie A. Mosley</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">None</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">Over $100,000</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding: 3pt 5.4pt 3pt 13.7pt; line-height: 10pt">William H. Park</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">None</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">Over $100,000</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding: 3pt 5.4pt 3pt 13.7pt; line-height: 10pt">Helen Frame Peters</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">None</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">Over $100,000</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding: 3pt 5.4pt 3pt 13.7pt; line-height: 10pt">Keith Quinton</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt"> $50,001 - $100,000 </TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">Over $100,000</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding: 3pt 5.4pt 3pt 13.7pt; line-height: 10pt">Marcus L. Smith</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">None</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">Over $100,000</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding: 3pt 5.4pt 3pt 13.7pt; line-height: 10pt">Susan J. Sutherland</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">None</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">Over $100,000<FONT STYLE="font-family: Arial Narrow, Helvetica, Sans-Serif"><SUP>(1)</SUP></FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding: 3pt 5.4pt 3pt 13.7pt; line-height: 10pt">Scott E. Wennerholm</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">None</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">Over $100,000<FONT STYLE="font-family: Arial Narrow, Helvetica, Sans-Serif"><SUP>(1)</SUP></FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD COLSPAN="3" STYLE="padding-top: 3pt; padding-left: 0.05in; line-height: 10pt"><FONT STYLE="font-family: Arial Narrow, Helvetica, Sans-Serif"><SUP>(1)</SUP></FONT> Includes shares which may be deemed to be beneficially owned through the Trustee Deferred Compensation Plan.</TD></TR>
  </TABLE>
<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0">&nbsp;</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> As of December 31, 2020, no noninterested Trustee or any of their
immediate family members owned beneficially or of record any class of securities of EVC, EVD, any sub-adviser, if applicable, or any person
controlling, controlled by or under common control with EVC or EVD or any sub-adviser, if applicable, collectively (&#8220;Affiliated
Entity&#8221;). </P>


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<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> During the calendar years ended December 31, 2019 and December 31,
2020, no noninterested Trustee (or their immediate family members) had: </P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin-top: 3pt; margin-bottom: 3pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.25in"></TD><TD STYLE="width: 0.5in">(1)</TD><TD>Any direct or indirect interest in any Affiliated Entity;</TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin-top: 3pt; margin-bottom: 3pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.25in"></TD><TD STYLE="width: 0.5in">(2)</TD><TD>Any direct or indirect material interest in any transaction or series of similar transactions with (i) the Trust; (ii) another fund
managed or distributed by any Affiliated Entity; (iii) any Affiliated Entity; or (iv) an officer of any of the above; or</TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin-top: 3pt; margin-bottom: 3pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.25in"></TD><TD STYLE="width: 0.5in">(3)</TD><TD>Any direct or indirect relationship with (i) the Trust; (ii) another fund managed or distributed by any Affiliated Entity; (iii) any
Affiliated Entity; or (iv) an officer of any of the above.</TD></TR></TABLE>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> During the calendar years ended December 31, 2019 and December 31,
2020, no officer of any Affiliated Entity served on the Board of Directors of a company where a noninterested Trustee of the Trust or
any of their immediate family members served as an officer. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">Noninterested Trustees 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 &#8220;Deferred Compensation Plan&#8221;).
Under the Deferred Compensation Plan, an eligible Board member may elect to have all or a portion of his or her deferred fees invested
in the shares of one or more funds in the Eaton Vance family of funds, and the amount paid to the Board members under the Deferred Compensation
Plan will be determined based upon the performance of such investments. Deferral of Board members&#8217; fees in accordance with the Deferred
Compensation Plan will have a negligible effect on the assets, liabilities, and net income of a participating fund or portfolio, and do
not require that a participating Board member be retained. There is no retirement plan for Board members.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> The fees and expenses of the Trustees of the Trust are paid by the
Trust. A Board member who is a member of the Eaton Vance organization receives no compensation from the Trust. During the fiscal year
ended June 30, 2021, the Trustees of the Trust earned the following compensation in their capacities as Board members from the Trust.
For the year ended December 31, 2020, the Board members earned the following compensation in their capacities as members of the Eaton
Vance Fund Boards<FONT STYLE="font-family: Arial Narrow, Helvetica, Sans-Serif; font-size: 9pt"><SUP>(1)</SUP></FONT>: </P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 9pt Arial Narrow, Helvetica, Sans-Serif; width: 100%; border-collapse: collapse">
  <TR STYLE="vertical-align: bottom">
    <TD STYLE="width: 18%; border-bottom: Black 1pt solid; padding: 3pt 5.4pt; text-align: center; line-height: 10pt">Source of Compensation</TD>
    <TD STYLE="width: 8%; border-bottom: Black 1pt solid; padding: 3pt 5.4pt; text-align: center; line-height: 10pt">Mark R.<BR>
Fetting</TD>
    <TD STYLE="width: 8%; border-bottom: Black 1pt solid; padding: 3pt 5.4pt; text-align: center; line-height: 10pt">Cynthia E.<BR>
Frost</TD>
    <TD STYLE="width: 8%; border-bottom: Black 1pt solid; padding: 3pt 5.4pt; text-align: center; line-height: 10pt">George J.<BR>
Gorman</TD>
    <TD STYLE="width: 8%; border-bottom: Black 1pt solid; padding: 3pt 5.4pt; text-align: center; line-height: 10pt">Valerie A.<BR>
Mosley</TD>
    <TD STYLE="width: 8%; border-bottom: Black 1pt solid; padding: 3pt 5.4pt; text-align: center; line-height: 10pt">William H.<BR>
Park</TD>
    <TD STYLE="width: 8%; border-bottom: Black 1pt solid; padding: 3pt 5.4pt; text-align: center; line-height: 10pt">Helen Frame<BR>
Peters</TD>
    <TD STYLE="width: 8%; border-bottom: Black 1pt solid; padding: 3pt 5.4pt; text-align: center; line-height: 10pt">Keith<BR>
Quinton</TD>
    <TD STYLE="width: 8%; border-bottom: Black 1pt solid; padding: 3pt 5.4pt; text-align: center; line-height: 10pt">Marcus L.<BR>
Smith</TD>
    <TD STYLE="width: 9%; border-bottom: Black 1pt solid; padding: 3pt 5.4pt; text-align: center; line-height: 10pt">Susan J.<BR>
Sutherland</TD>
    <TD STYLE="width: 9%; border-bottom: Black 1pt solid; padding: 3pt 5.4pt; text-align: center; line-height: 10pt">Scott E.<BR>
Wennerholm</TD></TR>
  <TR>
    <TD STYLE="vertical-align: top; padding: 3pt 5.4pt; text-align: center; line-height: 10pt">Trust</TD>
    <TD STYLE="vertical-align: bottom; padding: 3pt 5.4pt; text-align: center; line-height: 10pt"> $1,898 </TD>
    <TD STYLE="vertical-align: bottom; padding: 3pt 5.4pt; text-align: center; line-height: 10pt"> $2,033<FONT STYLE="font-family: Arial Narrow, Helvetica, Sans-Serif"><SUP>(2)</SUP></FONT> </TD>
    <TD STYLE="vertical-align: bottom; padding: 3pt 5.4pt; text-align: center; line-height: 10pt"> $2,114 </TD>
    <TD STYLE="vertical-align: bottom; padding: 3pt 5.4pt; text-align: center; line-height: 10pt"> $2,033 </TD>
    <TD STYLE="vertical-align: bottom; padding: 3pt 5.4pt; text-align: center; line-height: 10pt"> $2,572 </TD>
    <TD STYLE="vertical-align: bottom; padding: 3pt 5.4pt; text-align: center; line-height: 10pt"> $1,925 </TD>
    <TD STYLE="vertical-align: bottom; padding: 3pt 5.4pt; text-align: center; line-height: 10pt"> $1,843 </TD>
    <TD STYLE="vertical-align: bottom; padding: 3pt 5.4pt; text-align: center; line-height: 10pt"> $1,844 </TD>
    <TD STYLE="vertical-align: bottom; padding: 3pt 5.4pt; text-align: center; line-height: 10pt"> $2,060<FONT STYLE="font-family: Arial Narrow, Helvetica, Sans-Serif"><SUP>(3)</SUP></FONT> </TD>
    <TD STYLE="vertical-align: bottom; padding: 3pt 5.4pt; text-align: center; line-height: 10pt"> $2,114 </TD></TR>
  <TR>
    <TD STYLE="vertical-align: top; padding: 3pt 5.4pt; text-align: center; line-height: 10pt">Trust and Fund Complex<FONT STYLE="font-family: Arial Narrow, Helvetica, Sans-Serif"><SUP>(1)</SUP></FONT></TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt"> $348,306 </TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt"> $373,305 </TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt"> $387,056 </TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt"> $378,709<FONT STYLE="font-family: Arial Narrow, Helvetica, Sans-Serif"><SUP>(4)</SUP></FONT> </TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt"> $470,806 </TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt"> $351,652 </TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt"> $338,306 </TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt"> $338,306 </TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt"> $373,305<FONT STYLE="font-family: Arial Narrow, Helvetica, Sans-Serif"><SUP>(5)</SUP></FONT> </TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt"> $387,056 </TD></TR>
  </TABLE>
<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 9pt/10pt Arial Narrow, Helvetica, Sans-Serif; margin-top: 3pt; margin-bottom: 3pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 0.25in"> <FONT STYLE="font-family: Arial Narrow, Helvetica, Sans-Serif"><SUP>(1)</SUP></FONT> </TD><TD> As of September 17, 2021, the Eaton Vance fund complex consists of 138 registered investment companies or series thereof. </TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 9pt/10pt Arial Narrow, Helvetica, Sans-Serif; margin-top: 3pt; margin-bottom: 3pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 0.25in"> <FONT STYLE="font-family: Arial Narrow, Helvetica, Sans-Serif"><SUP>(2)</SUP></FONT> </TD><TD> Includes $681 of deferred compensation. </TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 9pt/10pt Arial Narrow, Helvetica, Sans-Serif; margin-top: 3pt; margin-bottom: 3pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 0.25in"> <FONT STYLE="font-family: Arial Narrow, Helvetica, Sans-Serif"><SUP>(3)</SUP></FONT> </TD><TD> Includes $2,060 of deferred compensation. </TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 9pt/10pt Arial Narrow, Helvetica, Sans-Serif; margin-top: 3pt; margin-bottom: 3pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 0.25in"> <FONT STYLE="font-family: Arial Narrow, Helvetica, Sans-Serif"><SUP>(4)</SUP></FONT> </TD><TD> Includes $20,000 of deferred compensation. </TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 9pt/10pt Arial Narrow, Helvetica, Sans-Serif; margin-top: 3pt; margin-bottom: 3pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 0.25in"> <FONT STYLE="font-family: Arial Narrow, Helvetica, Sans-Serif"><SUP>(5)</SUP></FONT> </TD><TD> Includes $370,208 of deferred compensation. </TD></TR></TABLE>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>Proxy Voting
Policy.</B></FONT> The Board adopted a proxy voting policy and procedures (the &#8220;Trust Policy&#8221;), pursuant to which the Board
has delegated proxy voting responsibility to the Adviser and adopted the Adviser&#8217;s proxy voting policies and procedures (the &#8220;Adviser
Policies&#8221;). An independent proxy voting service has been retained to assist in the voting of Trust proxies through the provision
of vote analysis, implementation and recordkeeping and disclosure services. The members of the Board will review the Trust&#8217;s proxy
voting records from time to time and will review annually the Adviser Policies. For a copy of the Trust Policy and the Adviser Policies,
see Appendix B. Pursuant to certain provisions of the 1940 Act and certain exemptive orders relating to funds investing in other funds,
a Trust may be required or may elect to vote its interest in another fund in the same proportion as the holders of all other shares of
that fund. Information on how the Trust voted proxies relating to portfolio securities during the most recent 12-month period ended June
30 is available (1) without charge, upon request, by calling 1-800-262-1122, and (2) on the SEC&#8217;s website at http://www.sec.gov.</P>


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<P STYLE="font: bold 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0; text-align: center">INVESTMENT ADVISORY AND OTHER SERVICES</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>The Adviser.</B></FONT>
Eaton Vance, its affiliates and its predecessor companies have been managing assets of individuals and institutions since 1924 and of
investment companies since 1931. They maintain a large staff of experienced fixed-income, senior loan and equity investment professionals
to service the needs of their clients. The fixed-income group focuses on all kinds of taxable investment-grade and high-yield securities,
tax-exempt investment-grade and high-yield securities, and U.S. Government securities. The senior loan group focuses on senior floating
rate loans, unsecured loans and other floating rate debt securities such as notes, bonds and asset-backed securities. The equity group
covers stocks ranging from blue chip to emerging growth companies. Eaton Vance and its affiliates act as adviser to a family of mutual
funds, and individual and various institutional accounts, including corporations, hospitals, retirement plans, universities, foundations
and trusts.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> As described in the Prospectus, as a result of the transaction by
which Morgan Stanley acquired EVC (the &#8220;Transaction&#8221;), the Trust entered into a new investment advisory agreement with Eaton
Vance. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> The Trust will be responsible for all of its costs and expenses not
expressly stated to be payable by Eaton Vance under the Investment Advisory Agreement (the &#8220;Advisory Agreement&#8221;) or the Amended
and Restated Administrative Services Agreement (the &#8220;Administration Agreement&#8221;). </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> The Advisory Agreement with the Adviser continues in effect through
and including the second anniversary of its execution and shall continue in full force and effect indefinitely thereafter, but only so
long as such continuance after such second anniversary is specifically approved at least annually (i) by the vote of a majority of those
Trustees of the Trust who are not interested persons of the Adviser or the Trust cast in person at a meeting specifically called for the
purpose of voting on such approval and (ii) by the Trust&#8217;s Board or by vote of a majority of the outstanding voting securities of
the Trust. The Administration Agreement continues in effect through and including the second anniversary of its execution and shall continue
in full force and effect indefinitely thereafter, but only so long as such continuance after such second anniversary is specifically approved
at least annually (i) by the Board of Trustees of the Trust and (ii) by the vote of a majority of those Trustees of the Trust who are
not interested persons of Eaton Vance or the Trust. Each Agreement may be terminated at any time without penalty on sixty (60) days&#8217;
written notice by either party, or by vote of the majority of the outstanding voting securities of the Trust, and the Advisory Agreement
will terminate automatically in the event of its assignment. Each Agreement provides that the investment adviser may render services to
others. Each Agreement also provides that Eaton Vance shall not be liable for any loss incurred in connection with the performance of
its duties, or action taken or omitted under the Agreements, in the absence of willful misfeasance, bad faith, gross negligence or reckless
disregard of its obligations and duties thereunder, and Eaton Vance shall not be liable for any losses sustained in the acquisition, holding
or disposition of any security or other investment. Each Agreement is not intended to, and does not, confer upon any person not a party
to it any right, benefit or remedy of any nature. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> As of May 1, 2021, pursuant to the Advisory Agreement, the advisory
fee is computed at an annual rate of 0.73% of the Trust&#8217;s average weekly gross assets. The annual adviser fee rate will be reduced
by 0.01% every May 1 to May 1, 2026. For the fiscal years ended June 30, 2021, 2020 and 2019, the Trust incurred $2,929,024, $2,930,938
and $3,155,995, respectively, in advisory fees. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> The administration fee is earned by Eaton Vance for administering
the business affairs of the Trust and is computed at an annual rate of 0.25% of the Trust&#8217;s average weekly gross assets. For the
fiscal years ended June 30, 2021, 2020 and 2019, Eaton Vance earned administration fees from the Trust of $991,798, $978,945 and $1,040,435,
respectively. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> <FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>Information
About Eaton Vance.</B></FONT>&#8194;Eaton Vance is a business trust organized under the laws of the Commonwealth of Massachusetts. EV
serves as trustee of Eaton Vance. As described in the Prospectus, following the closing of the Transaction on March 1, 2021, EV, Eaton
Vance and BMR became indirect wholly owned subsidiaries of Morgan Stanley (NYSE: MS), a preeminent global financial services firm engaged
in securities trading and brokerage activities, as well as providing investment banking, research and analysis, financing and financial
advisory services. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> Prior to March 1, 2021, each of EV and Eaton Vance were wholly owned
subsidiaries of EVC, a Maryland corporation and publicly-held holding company, and BMR was an indirect wholly owned subsidiary of EVC.
EVC through its subsidiaries and affiliates engaged primarily in investment management, administration and marketing activities. The Directors
of EVC were Thomas E. Faust Jr., Ann E. Berman, Leo I. Higdon, Jr., Paula A. Johnson, Brian D. Langstraat, Dorothy E. Puhy, Winthrop H.
Smith, Jr. and Richard A. Spillane, Jr. All shares of the outstanding Voting Common Stock of EVC were deposited in a Voting Trust, the
Voting Trustees of which were Mr. Faust, Paul W. Bouchey, Craig R. Brandon, Daniel C. Cataldo, Michael A. Cirami, Cynthia J. Clemson,
James H. Evans, Maureen A. Gemma, Laurie G. Hylton, Mr. Langstraat, Thomas Lee, Frederick S. Marius, David C. McCabe, Edward J. Perkin,
Lewis R. Piantedosi, Charles B. Reed, Craig P. </P>


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<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> Russ, Thomas C. Seto, John L. Shea, Eric A. Stein, John H. Streur,
Andrew N. Sveen, Payson F. Swaffield, R. Kelly Williams and Matthew J. Witkos (all of whom are or were officers of Eaton Vance or its
affiliates). The Voting Trustees had unrestricted voting rights for the election of Directors of EVC. Prior to March 1, 2021, all of the
outstanding voting trust receipts issued under said Voting Trust were owned by certain of the officers of Eaton Vance who may also have
been officers, or officers and Directors of EVC and EV. As indicated under &#8220;Management and Organization,&#8221; all of the officers
of the Trust&nbsp;(as well as Mr. Faust who is also a Trustee) are employees of Eaton Vance. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>Code of Ethics.</B></FONT>
The Adviser and the Trust have adopted codes of ethics (the &#8220;Codes of Ethics&#8221;) governing personal securities transactions
pursuant to Rule 17j-1 under the 1940 Act. Under the Codes of Ethics, employees of the Adviser may purchase and sell securities (including
securities held or eligible for purchase by the Trust) subject to the provisions of the Codes of Ethics and certain employees are also
subject to pre-clearance, reporting requirements and/or other procedures.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">The Codes of Ethics can be reviewed on the EDGAR Database on the SEC&#8217;s
Internet site (http://www.sec.gov), or a copy of the Codes of Ethics may be requested by electronic mail at publicinfo@sec.gov.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>Portfolio
Managers.</B></FONT> The portfolio managers of the Trust are listed below. The following table shows, as of the Trust&#8217;s most recent
fiscal year end, the number of accounts each portfolio manager managed in each of the listed categories and the total assets (in millions
of dollars) in the accounts managed within each category. The table also shows the number of accounts with respect to which the advisory
fee is based on the performance of the account, if any, and the total assets (in millions of dollars) in those accounts.</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="width: 100%; font: 9pt Arial Narrow, Helvetica, Sans-Serif; border-collapse: collapse">
  <TR>
    <TD STYLE="vertical-align: top; width: 32%; padding: 3pt 5.4pt; text-align: center; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; width: 12%; border-bottom: Black 1pt solid; padding: 3pt 5.4pt; text-align: center; line-height: 10pt">Number of<BR>
All Accounts</TD>
    <TD STYLE="vertical-align: bottom; width: 17%; border-bottom: Black 1pt solid; padding: 3pt 5.4pt; text-align: center; line-height: 10pt">Total Assets of<BR>
All Accounts</TD>
    <TD STYLE="vertical-align: bottom; width: 19%; border-bottom: Black 1pt solid; padding: 3pt 5.4pt; text-align: center; line-height: 10pt">Number of Accounts<BR>
Paying a Performance Fee</TD>
    <TD STYLE="vertical-align: bottom; width: 20%; border-bottom: Black 1pt solid; padding: 3pt 5.4pt; text-align: center; line-height: 10pt">Total Assets of Accounts<BR>
Paying a Performance Fee</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding: 3pt 5.4pt 3pt 13.7pt; line-height: 10pt">William E. Holt</TD>
    <TD STYLE="padding: 3pt 5.4pt 3pt 13.7pt; text-align: center; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="padding: 3pt 5.4pt 3pt 13.7pt; text-align: center; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="padding: 3pt 5.4pt 3pt 13.7pt; text-align: center; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="padding: 3pt 5.4pt 3pt 13.7pt; text-align: center; line-height: 10pt">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding: 3pt 5.4pt 3pt 2.9pt; line-height: 10pt">Registered Investment Companies</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">5</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt"> $2,574.3 </TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">0</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">$0</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding: 3pt 5.4pt 3pt 2.9pt; line-height: 10pt">Other Pooled Investment Vehicles</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">0</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">$0</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">0</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">$0</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding: 3pt 5.4pt 3pt 2.9pt; line-height: 10pt">Other Accounts</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">0</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">$0</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">0</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">$0</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding: 3pt 5.4pt 3pt 13.7pt; line-height: 10pt">Catherine C. McDermott</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding: 3pt 5.4pt 3pt 2.9pt; line-height: 10pt">Registered Investment Companies</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">8</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt"> $5,757.7 </TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">0</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">$0</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding: 3pt 5.4pt 3pt 2.9pt; line-height: 10pt">Other Pooled Investment Vehicles</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">0</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">$0</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">0</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">$0</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding: 3pt 5.4pt 3pt 2.9pt; line-height: 10pt">Other Accounts</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">0</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">$0</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">0</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">$0</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding: 3pt 5.4pt 3pt 13.7pt; line-height: 10pt">Daniel P. McElaney</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding: 3pt 5.4pt 3pt 2.9pt; line-height: 10pt">Registered Investment Companies</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">5</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt"> $2,574.3 </TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">0</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">$0</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding: 3pt 5.4pt 3pt 2.9pt; line-height: 10pt">Other Pooled Investment Vehicles</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">0</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">$0</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">0</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">$0</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding: 3pt 5.4pt 3pt 2.9pt; line-height: 10pt">Other Accounts</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">0</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">$0</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">0</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">$0</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding: 3pt 5.4pt 3pt 13.7pt; line-height: 10pt">John Redding</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding: 3pt 5.4pt 3pt 2.9pt; line-height: 10pt">Registered Investment Companies</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">2</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt"> $917.1 </TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">0</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">$0</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding: 3pt 5.4pt 3pt 2.9pt; line-height: 10pt">Other Pooled Investment Vehicles</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">2</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt"> $137.8 </TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">0</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">$0</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding: 3pt 5.4pt 3pt 2.9pt; line-height: 10pt">Other Accounts</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">0</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">$0</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">0</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">$0</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding: 3pt 5.4pt 3pt 13.7pt; line-height: 10pt">Andrew N. Sveen</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding: 3pt 5.4pt 3pt 2.9pt; line-height: 10pt">Registered Investment Companies</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt"> 13 </TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt"> $38,120.4 </TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">0</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">$0</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding: 3pt 5.4pt 3pt 2.9pt; line-height: 10pt">Other Pooled Investment Vehicles</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">0</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">$0</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">0</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">$0</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding: 3pt 5.4pt 3pt 2.9pt; line-height: 10pt">Other Accounts</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">0</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">$0</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">0</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">$0</TD></TR>
  </TABLE>
<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">&nbsp;</P>


<!-- Field: Page; Sequence: 95 -->
    <DIV STYLE="margin-bottom: 6pt"><TABLE CELLPADDING="0" CELLSPACING="0" STYLE="font: 8pt Arial, Helvetica, Sans-Serif; border-collapse: collapse; width: 100%"><TR STYLE="vertical-align: top; text-align: left"><TD STYLE="width: 33%">Eaton Vance Senior Income Trust</TD><TD STYLE="width: 34%; text-align: center"><!-- Field: Sequence; Type: Arabic; Name: PageNo -->31<!-- Field: /Sequence --></TD><TD STYLE="width: 33%; text-align: right">SAI dated [____], 2021</TD></TR></TABLE></DIV>
    <DIV STYLE="break-before: page; margin-top: 6pt"><TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%"><TR><TD STYLE="text-align: center; width: 100%">&nbsp;</TD></TR></TABLE></DIV>
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<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> The following table shows the dollar range of equity securities beneficially
owned in the Trust by its portfolio manager(s) as of the Trust&#8217;s most recent fiscal year ended June 30, 2021 and in the Eaton Vance
family of funds as of December 31, 2020. </P>

<TABLE CELLSPACING="0" CELLPADDING="0" ALIGN="CENTER" STYLE="font: 9pt Arial Narrow, Helvetica, Sans-Serif; width: 80%; border-collapse: collapse">
  <TR STYLE="vertical-align: bottom">
    <TD STYLE="width: 32%; border-bottom: Black 1pt solid; padding: 3pt 5.4pt 3pt 2.9pt; line-height: 10pt">Portfolio Managers</TD>
    <TD STYLE="width: 32%; border-bottom: Black 1pt solid; padding: 3pt 5.4pt; text-align: center; line-height: 10pt">Dollar Range of Equity Securities<BR>
Beneficially Owned in the Trust</TD>
    <TD STYLE="width: 36%; border-bottom: Black 1pt solid; padding: 3pt 5.4pt; text-align: center; line-height: 10pt">Aggregate Dollar Range of Equity<BR>
Securities Beneficially Owned in<BR>
the Eaton Vance Family of Funds</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding: 3pt 5.4pt 3pt 2.9pt; line-height: 10pt">William E. Holt</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">None</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">$100,001 - $500,000</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding: 3pt 5.4pt 3pt 2.9pt; line-height: 10pt">Catherine C. McDermott</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">None</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">$500,001 - $1,000,000</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding: 3pt 5.4pt 3pt 2.9pt; line-height: 10pt">Daniel P. McElaney</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">None</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">$100,001 - $500,000</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding: 3pt 5.4pt 3pt 2.9pt; line-height: 10pt">John Redding</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">$100,001 - $500,000</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">Over $1,000,000</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding: 3pt 5.4pt 3pt 2.9pt; line-height: 10pt">Andrew N. Sveen</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">None</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">$100,001 - $500,000</TD></TR>
  </TABLE>
<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">&nbsp;</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">It is possible that conflicts of interest may arise in connection with
a portfolio manager&#8217;s management of the Trust&#8217;s investments on the one hand and the investments of other accounts for which
a portfolio manager is responsible on the other. For example, a portfolio manager may have conflicts of interest in allocating management
time, resources and investment opportunities among the Trust and other accounts he or she advises. In addition, due to differences in
the investment strategies or restrictions between the Trust and the other accounts, the portfolio manager may take action with respect
to another account that differs from the action taken with respect to the Trust. In some cases, another account managed by a portfolio
manager may compensate the investment adviser based on the performance of the securities held by that account. The existence of such a
performance based fee may create additional conflicts of interest for the portfolio manager in the allocation of management time, resources
and investment opportunities. Whenever conflicts of interest arise, the portfolio manager will endeavor to exercise his or her discretion
in a manner that he or she believes is equitable to all interested persons. The Adviser has adopted several policies and procedures designed
to address these potential conflicts including a code of ethics and policies that govern the investment adviser's trading practices, including
among other things the aggregation and allocation of trades among clients, brokerage allocations, cross trades and best execution.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> <FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><I>Compensation
Structure for Eaton Vance. </I></FONT> Compensation of the Adviser's portfolio managers and other investment professionals has the following
primary components: (1) a base salary, (2) an annual cash bonus, and (3) annual non-cash compensation consisting of restricted shares
of Morgan Stanley stock that are subject to a fixed vesting and distribution schedule. The Adviser&#8217;s investment professionals also
receive certain retirement, insurance and other benefits that are broadly available to the Adviser&#8217;s employees. Compensation of
the Adviser&#8217;s investment professionals is reviewed primarily on an annual basis. Cash bonuses, stock-based compensation awards,
and adjustments in base salary are typically paid or put into effect at or shortly after the December 31st fiscal year end of Morgan Stanley. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> <FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><I>Method
to Determine Compensation.</I></FONT> The Adviser compensates its portfolio managers based primarily on the scale and complexity of their
portfolio responsibilities and the total return performance of managed funds and accounts versus the benchmark(s) stated in the prospectus,
as well as an appropriate peer group (as described below). In addition to rankings within peer groups of funds on the basis of absolute
performance, consideration may also be given to relative risk-adjusted performance. Risk-adjusted performance measures include, but are
not limited to, the Sharpe ratio, which uses standard deviation and excess return to determine reward per unit of risk. Performance is
normally based on periods ending on the September 30th preceding fiscal year end. Fund performance is normally evaluated primarily versus
peer groups of funds as determined by Lipper Inc. and/or Morningstar, Inc. When a fund&#8217;s peer group as determined by Lipper or Morningstar
is deemed by the Adviser&#8217;s management not to provide a fair comparison, performance may instead be evaluated primarily against a
custom peer group or market index. In evaluating the performance of a fund and its manager, primary emphasis is normally placed on three-year
performance, with secondary consideration of performance over longer and shorter periods. For funds that are tax-managed or otherwise
have an objective of after-tax returns, performance is measured net of taxes. For other funds, performance is evaluated on a pre-tax basis.
For funds with an investment objective other than total return (such as current income), consideration will also be given to the fund&#8217;s
success in achieving its objective. For managers responsible for multiple funds and accounts, investment performance is evaluated on an
aggregate basis, based on averages or weighted averages among managed funds and accounts. Funds and accounts that have performance-based
advisory fees are not accorded disproportionate weightings in measuring aggregate portfolio manager performance. </P>


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<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">The compensation of portfolio managers with other job responsibilities
(such as heading an investment group or providing analytical support to other portfolios) will include consideration of the scope of such
responsibilities and the managers&#8217; performance in meeting them.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> The Adviser seeks to compensate portfolio managers commensurate with
their responsibilities and performance, and competitive with other firms within the investment management industry. The Adviser participates
in investment-industry compensation surveys and utilizes survey data as a factor in determining salary, bonus and stock-based compensation
levels for portfolio managers and other investment professionals. Salaries, bonuses and stock-based compensation are also influenced by
the operating performance of the Adviser and Morgan Stanley. The overall annual cash bonus pool is generally based on a substantially
fixed percentage of pre-bonus adjusted operating income. While the salaries of the Adviser&#8217;s portfolio managers are comparatively
fixed, cash bonuses and stock-based compensation may fluctuate significantly from year to year, based on changes in manager performance
and other factors as described herein. For a high performing portfolio manager, cash bonuses and stock-based compensation may represent
a substantial portion of total compensation. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> <FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>Investment
Advisory Services.</B></FONT> Under the general supervision of the Trust&#8217;s Board, Eaton Vance will carry out the investment and
reinvestment of the assets of the Trust, will furnish continuously an investment program with respect to the Trust, will determine which
securities should be purchased, sold or exchanged, and will implement such determinations. Eaton Vance will furnish to the Trust investment
advice and provide related office facilities and personnel for servicing the investments of the Trust. Eaton Vance will pay the salaries
and fees of all officers and Trustees of the Trust who are members of the Adviser&#8217;s organization and all personnel of the Adviser
performing services relating to research and investment activities. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> <FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>Commodity
Futures Trading Commission Registration. </B></FONT>The Commodity Futures Trading Commission (&#8220;CFTC&#8221;) has adopted certain
regulations that subject registered investment companies and advisers to regulation by the CFTC if a fund invests more than a prescribed
level of its assets in certain CFTC-regulated instruments (including futures, certain options and swaps agreements) or markets itself
as providing investment exposure to such instruments. The Adviser has claimed an exclusion from the definition of &#8220;commodity pool
operator&#8221; under the Commodity Exchange Act with respect to its management of the Trust. Accordingly, neither the Trust nor the Adviser
with respect to the operation of the Trust is subject to CFTC regulation. Because of its management of other strategies, Eaton Vance is
registered with the CFTC as a commodity pool operator. Eaton Vance is also registered as a commodity trading advisor. The CFTC has neither
reviewed nor approved the Trust's investment strategies or this SAI. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> <FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>Administrative
Services.</B></FONT> Under the Administration Agreement, Eaton Vance has been engaged to administer the Trust&#8217;s affairs, subject
to the supervision of the Board, and shall furnish office space and all necessary office facilities, equipment and personnel for administering
the affairs of the Trust. </P>

<P STYLE="font: bold 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0; text-align: center">DETERMINATION OF NET ASSET VALUE</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">The net asset value of the Trust is determined by State Street Bank
and Trust Company (as agent and custodian) by subtracting the liabilities of the Trust from the value of its total assets. &nbsp; The
Trust is closed for business and will not issue a net asset value on the following business holidays and any other business day that the
New York Stock Exchange (the &#8220;Exchange&#8221;) is closed: New Year&#8217;s Day, Martin Luther King, Jr. Day, Presidents&#8217; Day,
Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">The Board has approved procedures pursuant to which investments are
valued for purposes of determining the Trust&#8217;s net asset value. Listed below is a summary of the methods generally used to value
investments (some or all of which may be held by the Trust) under the procedures.</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin-top: 0; margin-bottom: 0"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.25in"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Symbol">&middot;</FONT></TD><TD>Equity securities (including common stock, exchange-traded funds, closed-end funds, preferred equity securities, exchange-traded notes
and other instruments that trade on recognized stock exchanges) are valued at the last sale, official close or, if there are no reported
sales, at the mean between the bid and asked price on the primary exchange on which they are traded.</TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin-top: 0; margin-bottom: 0"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.25in"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Symbol">&middot;</FONT></TD><TD>Most debt obligations are valued on the basis of market valuations furnished by a pricing service or at the mean of the bid and asked
prices provided by recognized broker/dealers of such securities. The pricing service may use a pricing matrix to determine valuation.</TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin-top: 0; margin-bottom: 0"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.25in"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Symbol">&middot;</FONT></TD><TD>Short-term instruments with remaining maturities of less than 397 days are valued on the basis of market valuations furnished by a
pricing service or based on dealer quotations.</TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin-top: 0; margin-bottom: 0"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.25in"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Symbol">&middot;</FONT></TD><TD>Foreign securities and currencies are valued in U.S. dollars based on foreign currency exchange quotations supplied by a pricing service.</TD></TR></TABLE>


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<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin-top: 0; margin-bottom: 0"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.25in"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Symbol">&middot;</FONT></TD><TD>Senior and Junior Loans are valued on the basis of prices furnished by a pricing service. The pricing service uses transactions and
market quotations from brokers in determining values.</TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin-top: 0; margin-bottom: 0"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.25in"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Symbol">&middot;</FONT></TD><TD>Futures contracts are valued at the settlement or closing price on the primary exchange or board of trade on which they are traded.</TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin-top: 0; margin-bottom: 0"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.25in"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Symbol">&middot;</FONT></TD><TD>Exchange-traded options are valued at the mean of the bid and asked prices. Over-the-counter options are valued based on quotations
obtained from a pricing service or from a broker (typically the counterparty to the option).</TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin-top: 0; margin-bottom: 0"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.25in"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Symbol">&middot;</FONT></TD><TD>Non-exchange traded derivatives (including swap agreements, forward contracts and equity participation notes) are generally valued
on the basis of valuations provided by a pricing service or using quotes provided by a broker/dealer (typically the counterparty) or,
for total return swaps, based on market index data.</TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin-top: 0; margin-bottom: 0"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.25in"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Symbol">&middot;</FONT></TD><TD>Precious metals are valued at the New York Composite mean quotation.</TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin-top: 0; margin-bottom: 0"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.25in"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Symbol">&middot;</FONT></TD><TD>Liabilities with a payment or maturity date of 364 days or less are stated at their principal value and longer dated liabilities generally
will be carried at their fair value.</TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin-top: 0; margin-bottom: 0"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.25in"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Symbol">&middot;</FONT></TD><TD>Valuations of foreign equity securities and total return swaps and exchange-traded futures contracts on non-North American equity
indices are generally based on fair valuation provided by a pricing service.</TD></TR></TABLE>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">Investments which are unable to be valued in accordance with the foregoing
methodologies are valued at fair value using methods determined in good faith by or at the direction of the members of the Board. Such
methods may include consideration of relevant factors, including but not limited to (i) the type of security and the existence of any
contractual restrictions on the security&#8217;s disposition; (ii) the price and extent of public trading in similar securities of the
issuer or of comparable companies or entities; (iii) quotations or relevant information obtained from broker-dealers or other market participants;
(iv) information obtained from the issuer, analysts, and/or the appropriate stock exchange (for exchange-traded securities); (v) an analysis
of the company&#8217;s or entity&#8217;s financial statements; (vi) an evaluation of the forces that influence the issuer and the market(s)
in which the security is purchased and sold; (vii) any transaction involving the issuer of such securities; and (viii) any other factors
deemed relevant by the investment adviser. For purposes of fair valuation, the portfolio managers of one Eaton Vance fund that invests
in Senior and Junior Loans may not possess the same information about a Senior or Junior Loan as the portfolio managers of another Eaton
Vance fund. As such, at times the fair value of a Loan determined by certain Eaton Vance portfolio managers may vary from the fair value
of the same Loan determined by other portfolio managers.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">The Trust may invest in Eaton Vance Cash Reserves Fund, LLC (Cash Reserves
Fund), an affiliated investment company managed by Eaton Vance. Cash Reserves Fund generally values its investment securities utilizing
the amortized cost valuation technique in accordance with Rule 2a-7 under the 1940 Act. This technique involves initially valuing a portfolio
security at its cost and thereafter assuming a constant amortization to maturity of any discount or premium. If amortized cost is determined
not to approximate fair value, Cash Reserves Fund may value its investment securities in the same manner as debt obligations described
above.</P>

<P STYLE="font: bold 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0; text-align: center">PORTFOLIO TRADING</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> The Trust may transact in Senior Loans with major international banks,
selected domestic regional banks, insurance companies, finance companies and other financial institutions and market participants. In
selecting financial institutions with which The Trust may transact, the investment adviser will consider, among other factors, the financial
strength, professional ability, level of service and research capability of the institution. The Trust may trade in other types of investments
(e.g. bonds and equity securities) which generally are traded through broker-dealers. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> Decisions concerning the execution of portfolio security transactions,
including the selection of the market and the broker-dealer firm, or other financial intermediary (each an &#8220;intermediary&#8221;),
are made by the investment adviser. The Trust is responsible for the expenses associated with its portfolio transactions. The investment
adviser is also responsible for the execution of transactions for all other accounts managed by it. The investment adviser places the
portfolio security transactions for execution with one or more intermediaries. The investment adviser uses its best efforts to obtain
execution of portfolio security transactions at prices that in the investment adviser&#8217;s judgment are advantageous to the client
and at a reasonably competitive spread or (when a disclosed commission is being charged) at reasonably competitive commission rates. In
seeking such execution, the investment adviser will use its best judgment in evaluating the terms of a transaction, and will give consideration
to various relevant factors, which may include, without limitation, the full range and quality of the intermediary&#8217;s services, responsiveness
of the intermediary to the investment adviser, the size and type of the transaction, the nature and character of the market for the security,
the confidentiality, speed and certainty of effective execution required for the transaction, the general execution and operational capabilities
of the intermediary, the reputation, reliability, experience and financial condition of the intermediary, the value and quality of the
services rendered by the intermediary in this and other transactions, and the amount of the spread or commission, if any. In addition,
the investment adviser may consider the receipt of Research Services (as defined below), provided it does not </P>


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<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> compromise the investment adviser&#8217;s obligation to seek best
overall execution for the&nbsp;Trust and is otherwise in compliance with applicable law. The investment adviser may engage in portfolio
transactions with an intermediary that sells shares of Eaton Vance funds, provided such transactions are not directed to that intermediary
as compensation for the promotion or sale of such shares. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> As described in the Prospectus, following the closing of the Transaction
on March 1, 2021, the investment adviser became an &#8220;affiliated person,&#8221; as defined in the 1940 Act, of Morgan Stanley and
its affiliates, including certain intermediaries (as previously defined). As a result, the investment adviser is subject to certain restrictions
regarding transactions with Morgan Stanley-affiliated intermediaries, as set forth in the 1940 Act. Under certain circumstances, such
restrictions may limit the investment adviser&#8217;s ability to place portfolio transactions on behalf of the&nbsp;Trust at the desired
time or price. Any transaction the investment adviser enters into with a Morgan Stanley-affiliated intermediary on behalf of the&nbsp;Trust
will be done in compliance with applicable laws, rules, and regulations; will be subject to any restrictions contained in the&nbsp;Trust&#8217;s
investment advisory agreement; will be subject to the investment adviser&#8217;s duty to seek best execution; and, will comply with any
applicable policies and procedures of the investment adviser, as described below. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> Subject to the overriding objective of obtaining the best execution
of orders and applicable rules and regulations, as described above, the&nbsp;Trust may use an affiliated intermediary, including a Morgan
Stanley-affiliated intermediary, to effect Trust portfolio transactions, including transactions in futures contracts and options on futures
contracts, under procedures adopted by the Board. In order to use such affiliated intermediaries, the&nbsp;Trust&#8217;s Board must approve
and periodically review procedures reasonably designed to ensure that commission rates and other remuneration paid to the affiliated intermediaries
are fair and reasonable in comparison to those of other intermediaries for comparable transactions involving similar securities being
purchased or sold during a comparable time period. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> Pursuant to an order issued by the SEC, the&nbsp;Trust&nbsp;is permitted
to engage in principal transactions in money market instruments, subject to certain conditions, with Morgan Stanley &amp; Co. LLC, a broker-dealer
affiliated with Morgan Stanley. Since March 1, 2021, the&nbsp;Trust did not effect any principal transactions with any broker-dealer affiliated
with Morgan Stanley. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> Transactions on stock exchanges and other agency transactions involve
the payment of negotiated brokerage commissions. Such commissions vary among different broker-dealer firms, and a particular broker-dealer
may charge different commissions according to such factors as the difficulty and size of the transaction and the volume of business done
with such broker-dealer. Transactions in foreign securities often involve the payment of brokerage commissions, which may be higher than
those in the United States. There is generally no stated commission in the case of securities traded in the over-the-counter markets including
transactions in fixed-income securities which are generally purchased and sold on a net basis (i.e., without commission) through intermediaries
and banks acting for their own account rather than as brokers. Such intermediaries attempt to profit from such transactions by buying
at the bid price and selling at the higher asked price of the market for such obligations, and the difference between the bid and asked
price is customarily referred to as the spread. Fixed-income transactions may also be transacted directly with the issuer of the obligations.
In an underwritten offering the price paid often includes a disclosed fixed commission or discount retained by the underwriter or dealer.
Although spreads or commissions paid on portfolio security transactions will, in the judgment of the investment adviser, be reasonable
in relation to the value of the services provided, commissions exceeding those which another firm might charge may be paid to intermediaries
who were selected to execute transactions on behalf of the investment adviser&#8217;s clients in part for providing brokerage and research
services to the investment adviser as permitted by applicable law. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">Pursuant to the safe harbor provided in Section 28(e) of the Securities
Exchange Act of 1934, as amended (&#8220;Section 28(e)&#8221;) and to the extent permitted by other applicable law, a broker or dealer
who executes a portfolio transaction on behalf of the investment adviser client may receive a commission that is in excess of the amount
of commission another broker or dealer would have charged for effecting that transaction if the investment adviser determines in good
faith that such compensation was reasonable in relation to the value of the brokerage and research services provided. This determination
may be made on the basis of either that particular transaction or on the basis of the overall responsibility which the investment adviser
and its affiliates have for accounts over which they exercise investment discretion. &#8220;Research Services&#8221; as used herein includes
any and all brokerage and research services to the extent permitted by Section 28(e) and other applicable law. Generally, Research Services
may include, but are not limited to, such matters as research, analytical and quotation services, data, information and other services
products and materials which assist the investment adviser in the performance of its investment responsibilities. More specifically, Research
Services may include general economic, political, business and market information, industry and company reviews, evaluations of securities
and portfolio strategies and transactions, technical analysis of various aspects of the securities markets, recommendations as to the
purchase and sale of securities and other portfolio transactions, certain financial, industry and trade publications, certain news and
information services, and certain research oriented computer software, data bases and services. Any</P>


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<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">particular Research Service obtained through a broker-dealer may be
used by the investment adviser in connection with client accounts other than those accounts which pay commissions to such broker-dealer,
to the extent permitted by applicable law. Any such Research Service may be broadly useful and of value to the investment adviser in rendering
investment advisory services to all or a significant portion of its clients, or may be relevant and useful for the management of only
one client&#8217;s account or of a few clients&#8217; accounts, or may be useful for the management of merely a segment of certain clients&#8217;
accounts, regardless of whether any such account or accounts paid commissions to the broker-dealer through which such Research Service
was obtained. The investment adviser evaluates the nature and quality of the various Research Services obtained through broker-dealer
firms and, to the extent permitted by applicable law, may attempt to allocate sufficient portfolio security transactions to such firms
to ensure the continued receipt of Research Services which the investment adviser believes are useful or of value to it in rendering investment
advisory services to its clients. The investment adviser may also receive brokerage and Research Services from underwriters and dealers
in fixed-price offerings, when permitted under applicable law.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> Research Services provided by (and produced by) broker-dealers that
execute portfolio transactions or from affiliates of executing broker-dealers are referred to as &#8220;Proprietary Research.&#8221; Except
for trades executed in jurisdictions where such consideration is not permissible, the investment adviser may and does consider the receipt
of Proprietary Research Services as a factor in selecting broker dealers to execute client portfolio transactions, provided it does not
compromise the investment adviser&#8217;s obligation to seek best overall execution. In jurisdictions where permissible, the investment
adviser also may consider the receipt of Research Services under so called &#8220;client commission arrangements&#8221; or &#8220;commission
sharing arrangements&#8221; (both referred to as &#8220;CCAs&#8221;) as a factor in selecting broker dealers to execute transactions,
provided it does not compromise the investment adviser&#8217;s obligation to seek best overall execution. Under a CCA arrangement, the
investment adviser may cause client accounts to effect transactions through a broker-dealer and request that the broker-dealer allocate
a portion of the commissions paid on those transactions to a pool of commission credits that are paid to other firms that provide Research
Services to the investment adviser. Under a CCA, the broker-dealer that provides the Research Services need not execute the trade. Participating
in CCAs may enable the investment adviser to consolidate payments for research using accumulated client commission credits from transactions
executed through a particular broker-dealer to periodically pay for Research Services obtained from and provided by other firms, including
other broker-dealers that supply Research Services. The investment adviser believes that CCAs offer the potential to optimize the execution
of trades and the acquisition of a variety of high quality Research Services that the investment adviser might not be provided access
to absent CCAs. The investment adviser may enter into CCA arrangements with a number of broker-dealers and other firms, including certain
affiliates of the investment adviser. The investment adviser will only enter into and utilize CCAs to the extent permitted by Section
28(e) and other applicable law. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">Fund trades executed by an affiliate of the investment adviser licensed
in the United Kingdom may implicate laws of the United Kingdom, including rules of the UK Financial Conduct Authority, which govern client
trading commissions and Research Services (&#8220;UK Law&#8221;). Broadly speaking, under UK Law the investment adviser may not accept
any good or service when executing an order unless that good or service either is directly related to the execution of trades on behalf
of its clients/customers or amounts to the provision of substantive research (as defined under UK Law). These requirements may also apply
with respect to orders in connection with which the investment adviser receives goods and services under a CCA or other bundled brokerage
arrangement. Fund trades may also implicate UK Law requiring the investment adviser to direct any research portion of a brokerage commission
to an account controlled by the investment adviser.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> The investment companies sponsored by the investment adviser or certain
of its affiliates also may allocate brokerage commissions to acquire information relating to the performance, fees and expenses of such
companies and other investment companies, which information is used by the members of the Board of such companies to fulfill their responsibility
to oversee the quality of the services provided to various entities, including the investment adviser, to such companies. Such companies
may also pay cash for such information. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> Securities considered as investments for the Trust may also be appropriate
for other investment accounts managed by the investment adviser or certain of its affiliates. Whenever decisions are made to buy or sell
securities by the Trust and one or more of such other accounts simultaneously, the investment adviser will allocate the security transactions
(including &#8220;new&#8221; issues) in a manner which it believes to be equitable under the circumstances. As a result of such allocations,
there may be instances where the Trust will not participate in a transaction that is allocated among other accounts. If an aggregated
order cannot be filled completely, allocations will generally be made on a pro rata basis. An order may not be allocated on a pro rata
basis where, for example: (i) consideration is given to portfolio managers who have been instrumental in developing or negotiating a
particular investment; (ii) consideration is given to an account with specialized investment policies that coincide with the particulars
of a specific investment; (iii) pro rata allocation would result in odd-lot or de minimis amounts being allocated to a portfolio or other
client; or (iv) where the investment adviser reasonably determines that departure from a pro rata allocation is advisable. While these
aggregation and allocation policies could have a detrimental effect on the price or amount of the securities available to the Trust from
time to time, it is the opinion of the members of the Board that the benefits from the investment adviser organization outweigh any disadvantage
that may arise from exposure to simultaneous transactions. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> </P>

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<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> The following table shows brokerage commissions paid during the fiscal
years ended June 30, 2021, 2020 and 2019, as well as the amount of Trust security transactions for the most recent fiscal year (if any)
that were directed to firms that provided some Research Services to the investment adviser or its affiliates (see above), and the commissions
paid in connection therewith. The Trust did not pay any amount in&nbsp;brokerage commissions to affiliated brokers during the past three
fiscal years. </P>

<TABLE CELLSPACING="0" CELLPADDING="0" ALIGN="CENTER" STYLE="width: 80%; font: 9pt Arial Narrow, Helvetica, Sans-Serif; border-collapse: collapse">
  <TR STYLE="vertical-align: bottom">
    <TD STYLE="width: 25%; border-bottom: Black 1pt solid; padding: 3pt 5.4pt; text-align: center; line-height: 10pt">Fiscal Year End</TD>
    <TD STYLE="width: 25%; border-bottom: Black 1pt solid; padding: 3pt 5.4pt; text-align: center; line-height: 10pt">Brokerage Commission Paid</TD>
    <TD STYLE="width: 25%; border-bottom: Black 1pt solid; padding: 3pt 5.4pt; text-align: center; line-height: 10pt">Amount of Transactions Directed to Firms Providing Research</TD>
    <TD STYLE="width: 25%; border-bottom: Black 1pt solid; padding: 3pt 5.4pt; text-align: center; line-height: 10pt">Commissions Paid on Transactions Directed to Firms Providing Research</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt"> June 30, 2021 </TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt"> $0 </TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt"> $0 </TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt"> $0 </TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">June 30, 2020</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">$3</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">June 30, 2019</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">$0</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">&nbsp;</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt">&nbsp;</TD></TR>
  </TABLE>
<P STYLE="font: 9pt/10pt Arial Narrow, Helvetica, Sans-Serif; margin: 3pt 0 3pt 0.25in; text-indent: -0.25in">&nbsp;</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> During the fiscal year ended June 30, 2021, the Trust held securities
of its &#8220;regular brokers or dealers&#8221;, as that term is defined in Rule 10b-1 of the 1940 Act, and the value of such securities
as of the Trust&#8217;s fiscal year end was as follows: </P>

<TABLE CELLSPACING="0" CELLPADDING="0" ALIGN="CENTER" STYLE="width: 80%; font: 9pt Arial Narrow, Helvetica, Sans-Serif; border-collapse: collapse">
  <TR STYLE="vertical-align: top">
    <TD STYLE="width: 48%; padding: 3pt 5.4pt 3pt 2.9pt; line-height: 10pt"><U>Regular Broker or Dealer (or Parent)</U></TD>
    <TD STYLE="width: 52%; padding: 3pt 5.4pt; text-align: center; line-height: 10pt"><U>Aggregate Value</U></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding: 3pt 5.4pt 3pt 2.9pt; line-height: 10pt">J.P. Morgan Securities</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center; line-height: 10pt"> $38,832 </TD></TR>
  </TABLE>
<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">&nbsp;</P>

<P STYLE="font: bold 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0; text-align: center">TAXES</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">The Trust has elected and intends to qualify each year to be treated
as a regulated investment company (&#8220;RIC&#8221;) under the Internal Revenue Code of 1986, as amended (the &#8220;Code&#8221;). Accordingly,
the Trust intends to satisfy certain requirements relating to sources of its income and diversification of its assets and to distribute
substantially all of its net investment income, net tax-exempt income, if any, and net capital gains, if any, (after reduction by any
available capital loss carryforwards) in accordance with the timing requirements imposed by the Code, so as to maintain its RIC status
and to avoid paying any federal income or excise tax. To the extent it qualifies for treatment as a RIC and satisfies the above-mentioned
distribution requirements, the Trust will not be subject to federal income tax on income paid to its shareholders in the form of dividends.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> To qualify as a RIC for federal income tax purposes, the Trust must
derive at least 90% of its annual gross income from dividends, interest, payments with respect to securities loans, gains from the sale
or other disposition of stock, securities or foreign currencies, or other income (including, but not limited to, gains from options, futures
or forward contracts) derived with respect to its business of investing in stock, securities and currencies, and net income derived from
an interest in a qualified publicly traded partnership. The Trust must also distribute to its shareholders at least the sum of 90% of
its investment company taxable income (as that term is defined in the Code, but determined without regard to the deduction for dividends
paid) and 90% of its net tax-exempt interest income for each taxable year. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> The Trust must also satisfy certain requirements with respect to
the diversification of its assets. The Trust must have, at the close of each quarter of its taxable year, at least 50% of the value of
its total assets represented by cash and cash items, U.S. government securities, securities of other RICs, and other securities that,
in respect of any one issuer, do not represent more than 5% of the value of the assets of the Trust or more than 10% of the voting securities
of that issuer. In addition, at the close of each quarter of its taxable year, not more than 25% of the value of the Trust&#8217;s assets
may be invested, including through corporations in which the Trust owns a 20% or more voting stock interest, in securities (other than
U.S. Government securities or the securities of other RICs) of any one issuer, or of two or more issuers that the Trust controls and which
are engaged in the same or similar trades or businesses or related trades or businesses, or of one or more qualified publicly traded partnerships. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> The Trust also seeks to avoid the imposition of a federal excise
tax on its ordinary income and capital gain net income. In order to avoid incurring a federal excise tax obligation, the Code requires
that a RIC distribute (or be deemed to have distributed) by December 31 of each calendar year any amount at least equal to the sum of
(i) at least 98% of its ordinary income (not including tax-exempt income) for such year, (ii) 98.2% of its capital gain net income, generally
computed on </P>


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<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> the basis of the one-year period ending on October 31 (or later if
the Trust is permitted to elect and so elects) of such year and (iii) 100% of any ordinary income and capital gain net income from the
prior year (as previously computed) that was not paid out during such year and on which the Trust paid no federal income tax. If the Trust
fails to meet these requirements it will be subject to a nondeductible 4% excise tax on the undistributed amounts. For the foregoing purposes,
a RIC is treated as having distributed any amount on which it is subject to income tax for any tax year ending in such calendar year. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> If the Trust does not qualify as a RIC for any taxable year, the
Trust&#8217;s taxable income will be subject to corporate income taxes, and all distributions from earnings and profits, including distributions
of net capital gain (if any), will be taxable to the shareholder as ordinary income. Such distributions may be eligible to be treated
as qualified dividend income with respect to shareholders who are individuals and may be eligible for the dividends-received deduction
(&#8220;DRD&#8221;) in the case of shareholders taxed as corporations, provided, in both cases, the shareholder meets certain holding
period and other requirements in respect to the Trust&#8217;s shares. In order to requalify for taxation as a RIC, the Trust may be required
to recognize unrealized gains, pay substantial taxes and interest, and make substantial distributions. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">Distributions are taxable as described herein whether shareholders receive
them in cash or in additional shares of the Trust.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> The Trust intends to make monthly distributions of net investment
income after payment of dividends on any outstanding preferred shares or interest on any outstanding borrowings. The Trust will distribute
annually any net capital gain. Distributions of the Trust&#8217;s net capital gains that are properly reported by the Trust as capital
gain dividends (&#8220;capital gain dividends&#8221;), if any, are generally taxable to shareholders as long-term capital gains. Taxes
on distributions of capital gains are determined by how long the Trust owned (or is deemed to have owned) the investments that generated
them, rather than how long a shareholder has owned his or her shares. The IRS and the Department of the Treasury have issued regulations
that impose special rules in respect of capital gain dividends received through partnership interests constituting &#8220;applicable partnership
interests&#8221; under Section 1061 of the Code. Dividends paid to shareholders out of the Trust's current and accumulated earnings and
profits, except in the case of capital gain dividends and distributions of &#8220;qualified dividend income&#8221;, will be taxable as
ordinary income. Dividends with respect to the shares generally will not constitute &#8220;qualified dividends&#8221; for federal income
tax purposes and thus will not be eligible for the favorable long-term capital gains tax rates. If the Trust makes a distribution to a
Common Shareholder in excess of the Trust&#8217;s current and accumulated earnings and profits in any taxable year, the excess distribution
will be treated as a return of capital to the extent of such Common Shareholder&#8216;s tax basis in its Common Shares, and thereafter
as capital gain. A return of capital is not taxable, but it reduces a Common Shareholder&#8217;s tax basis in its Common Shares, thus
reducing any loss or increasing any gain on a subsequent taxable disposition by the Common Shareholder of its Common Shares. Dividends
generally will not qualify for a dividends-received deduction generally available to corporate shareholders. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> If the Trust were to fail to meet the income, diversification or
distribution test described above, the Trust could in some cases cure such failure, including by paying a Trust-level tax, paying interest,
making additional distributions, or disposing of certain assets. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">Gains or losses attributable to fluctuations in exchange rates between
the time the Trust accrues income or receivables or expenses or other liabilities denominated in a foreign currency and the time the Trust
actually collects such income or receivables or pays such liabilities are generally treated as ordinary income or loss. Transactions in
foreign currencies, foreign currency-denominated debt securities and certain foreign currency options, futures contracts, forward contracts
and similar instruments (to the extent permitted) may give rise to ordinary income or loss to the extent such income or loss results from
fluctuations in the value of the foreign currency concerned.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> The Trust may be subject to foreign withholding or other foreign
taxes with respect to income (possibly including, in some cases, capital gains) on certain foreign securities. These taxes may be reduced
or eliminated under the terms of an applicable U.S. income tax treaty. If more than 50% of the value of the total assets of the Trust
consists of securities issued by foreign issuers, the Trust may be eligible to elect to pass through to shareholders its proportionate
share of any foreign taxes paid by the Trust, in which event shareholders will include in income, and (subject to certain limitations
imposed by the Code) will be entitled to take foreign tax credits or deductions for, such foreign taxes. It is not anticipated that the
Trust will be eligible to make such election and, even if the Trust were eligible to make such an election for a given year, it may determine
not to do so. </P>


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<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> The Trust's investment in zero coupon and certain other securities
may cause it to realize income prior to the receipt of cash payments with respect to these securities. Such income will be accrued daily
by the Trust and, in order to avoid a tax payable by the Trust, the Trust may be required to liquidate securities that it might otherwise
have continued to hold in order to generate cash so that the Trust may make required distributions to its shareholders. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> Some debt obligations with a fixed maturity date of more than one
year from the date of issuance that are acquired by the Trust in the secondary market may be treated as having &#8220;market discount.&#8221;
Very generally, market discount is the excess of the stated redemption price of a debt obligation (or in the case of an obligation issued
with original issue discount, its &#8220;revised issue price&#8221;) over the purchase price of such obligation. Generally any gain recognized
on the disposition of, and any partial payment of principal on, a debt obligation having market discount is treated as ordinary income
to the extent the gain, or principal payment, does not exceed the &#8220;accrued market discount&#8221; on such debt obligation. Alternatively,
the Trust may elect to accrue market discount currently, in which case the Trust will be required to include the accrued market discount
in the Trust&#8217;s ordinary income) and thus distribute it over the term of the debt obligation, even though payment of that amount
is not received until a later time, upon partial or full repayment or disposition of the debt obligation. The rate at which the market
discount accrues, and thus is included in the Trust&#8217;s income, will depend upon which of the permitted accrual methods the Trust
elects. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">The Trust may invest a portion of its total assets in &#8220;high yield&#8221;
securities, commonly known as &#8220;junk bonds.&#8221; Investments in these types of securities may present special tax issues for the
Trust. U.S. federal income tax rules are not entirely clear about issues such as when the Trust may cease to accrue interest, original
issue discount or market discount, when and to what extent deductions may be taken for bad debts or worthless securities, how payments
received on obligations in default should be allocated between principal and income and whether exchanges of debt obligations in a bankruptcy
or workout context are taxable. These and other issues will be addressed by the Trust, in the event it invests in such debt securities,
in order to seek to preserve its status as a RIC and to not become subject to U.S. federal income or excise tax.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> The Trust's investments in options, futures contracts, hedging transactions,
forward contracts (to the extent permitted) and certain other transactions may be subject to special tax rules (including mark-to-market,
constructive sale, straddle, wash sale, short sale and other rules), the effect of which may be to accelerate income to the Trust, defer
Trust losses, cause adjustments in the holding periods of securities held by the Trust, convert capital gain into ordinary income and
convert short-term capital losses into long-term capital losses. These rules could therefore affect the amount, timing and character of
distributions to shareholders. The Trust may be required to limit its activities in options and futures contracts in order to enable it
to maintain its RIC status. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">Shareholders selling shares of the Trust will generally recognize gain
or loss in an amount equal to the difference between the shareholder&#8217;s adjusted tax basis in the shares sold and the amount received.
If the shares are held as a capital asset, the gain or loss will be a capital gain or loss. In general, any gain or loss realized upon
a taxable disposition of shares will be treated as long-term capital gain or loss if the shares have been held for more than 12 months.
Otherwise, the gain or loss on the taxable disposition of shares of the Trust will be treated as short-term capital gain or loss.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">Any loss on a disposition of shares held for six months or less will
be treated as a long-term capital loss to the extent of any capital gain dividends received with respect to those shares. For purposes
of determining whether shares have been held for six months or less, the holding period is suspended for any periods during which the
shareholder's risk of loss is diminished as a result of holding one or more other positions in substantially similar or related property,
or through certain options or short sales. Any loss realized on a sale or exchange of shares will be disallowed to the extent those shares
are replaced by other shares within a period of 61 days beginning 30 days before and ending 30 days after the date of disposition of the
shares (including through the reinvestment of distributions, which could occur, for example, if the shareholder is a participant in the
dividend reinvestment plan or otherwise). In that event, the basis of the replacement shares will be adjusted to reflect the disallowed
loss.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">Sales charges paid upon a purchase of shares cannot be taken into account
for purposes of determining gain or loss on a sale of the shares before the 91st day after their purchase to the extent a sales charge
is reduced or eliminated in a subsequent acquisition of shares of the Trust (or of another fund) during the period beginning on the date
of such sale and ending on January 31 of the calendar year following the calendar year that includes the date of such sale pursuant to
the reinvestment or exchange privilege. Any disregarded amounts will result in an adjustment to the shareholder's tax basis in some or
all of any other shares acquired.</P>


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<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> Certain net investment income received by a U.S. individual having
adjusted gross income in excess of $200,000 (or $250,000 for married individuals filing jointly) will be subject to a tax of 3.8 percent.
Undistributed net investment income of U.S. trusts and estates in excess of a specified amount also will be subject to this tax. Dividends
and capital gains distributed by the Trust, and gain realized on the sale of Trust shares, will constitute investment income of the type
subject to this tax. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> Dividends and distributions on the Trust's shares are generally subject
to U.S. federal income tax as described herein to the extent they do not exceed the Trust's realized income and gains, even though such
dividends and distributions may economically represent a return of a particular shareholder's investment. Such distributions are likely
to occur in respect of shares purchased at a time when the Trust's net asset value reflects gains that are either unrealized, or realized
but not distributed. Such realized gains may be required to be distributed even when the Trust's net asset value also reflects unrealized
losses. Certain distributions declared in October, November or December and paid in the following January will be taxed to shareholders
as if received on December 31 of the year in which they were declared. In addition, certain other distributions made after the close of
a taxable year of the Trust may be &#8220;spilled back&#8221; and treated as paid by the Trust (except for purposes of the 4% excise tax)
during such taxable year. In such case, shareholders will be treated as having received such dividends in the taxable year in which the
distributions were actually made. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> Amounts paid by the Trust to individuals and certain other shareholders
who have not provided the Trust with their correct taxpayer identification number (&#8220;TIN&#8221;) and certain certifications required
by the IRS as well as shareholders with respect to whom the Trust has received certain information from the IRS or a broker may be subject
to &#8220;backup&#8221; withholding of federal income tax arising from the Trust's taxable dividends and other distributions as well as
the gross proceeds of sales of shares. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding
rules from payments made to a shareholder may be refunded or credited against such shareholder's U.S. federal income tax liability, if
any, provided that the required information is furnished to the IRS and such shareholder makes a timely filing of an appropriate tax return
or refund claim. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> The Trust will inform shareholders of the source and tax status of
all distributions promptly after the close of each calendar year. The IRS has taken the position that if a RIC has more than one class
of shares, it must designate distributions made to each class in any year as consisting of that class's proportionate share of particular
types of income for that year, including ordinary income and net capital gain. A class's proportionate share of a particular type of income
for a year is determined according to the percentage of total dividends paid by the RIC during that year to the class. Accordingly, the
Trust intends to designate a portion of its distributions in capital gain dividends in accordance with the IRS position. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">The Trust (or its administrative agent) is required to report to the
IRS and furnish to shareholders the cost basis information and holding period for shares purchased on or after January 1, 2012, and redeemed
by the Trust on or after that date. The Trust will permit shareholders to elect from among several permitted cost basis methods. In the
absence of an election, the Trust will use a default cost basis method. The cost basis method a shareholder elects may not be changed
with respect to a redemption of shares after the settlement date of the redemption. Shareholders should consult with their tax advisors
to determine the best permitted cost basis method for their tax situation and to obtain more information about how the cost basis reporting
rules apply to them.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> Properly reported dividends are generally exempt from U.S. federal
withholding tax where they (i) are paid in respect of the Trust&#8217;s &#8220;qualified net interest income&#8221; (generally, the Trust&#8217;s
U.S. source interest income, other than certain contingent interest and interest from obligations of a corporation or partnership in
which the Trust is at least a 10% shareholder, reduced by expenses that are allocable to such income) or (ii) are paid in respect of
the Trust&#8217;s &#8220;qualified short-term capital gains&#8221; (generally, the excess of the Trust&#8217;s net short-term capital
gain over the Trust&#8217;s long-term capital loss for such taxable year). However, depending on its circumstances, the Trust may report
all, some or none of its potentially eligible dividends as such qualified net interest income or as qualified short-term capital gains
and/or treat such dividends, in whole or in part, as ineligible for this exemption from withholding. In order to qualify for this exemption
from withholding, a non-U.S. shareholder would need to comply with applicable certification requirements relating to its non-U.S. status
(including, in general, furnishing an IRS Form W-8BEN, IRS Form W-8BEN-E, or substitute Form). In the case of shares held through an
intermediary, the intermediary could withhold even if the Trust designates the payment as qualified net interest income or qualified
short-term capital gain. Non-U.S. shareholders should contact their intermediaries with respect to the application of these rules to
their accounts. There can be no assurance as to what portion of the Trust&rsquo;s distributions will qualify for favorable treatment
as qualified net interest income or qualified short-term capital gains. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> The foregoing discussion may not address the special tax rules applicable
to certain classes of investors, such as tax-exempt entities, foreign investors, insurance companies and financial institutions. Shareholders
should consult their own tax advisors with respect to special tax rules that may apply in their particular situations, as well as the
state, local, and, where applicable, foreign tax consequences of investing in the Trust. </P>


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<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> Although the matter is not free from doubt, the Trust intends to
take the position that under current law the manner in which the Trust intends to allocate items of ordinary income and net capital gain
among the Trust's shares and APS will be respected for U.S. federal income tax purposes. It is possible that the IRS could disagree with
this conclusion and attempt to reallocate the Trust's net capital gain or other taxable income. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">Under Treasury Regulations, if a shareholder realizes a loss on disposition
of the Trust&#8217;s shares of at least $2 million in any single taxable year or $4 million in any combination of taxable years for an
individual shareholder, or at least $10 million in any single taxable year or $20 million in any combination of taxable years for a corporate
shareholder, the shareholder must file with the IRS a disclosure statement on Form 8886. Direct shareholders of portfolio securities are
in many cases excepted from this reporting requirement, but under current guidance, shareholders of a RIC are not excepted. The fact that
a loss is reportable under these regulations does not affect the legal determination of whether the shareholder&#8217;s treatment of the
loss is proper. Shareholders should consult their tax advisors to determine the applicability of these regulations in light of their individual
circumstances. Under certain circumstances, certain tax-exempt entities and their managers may be subject to excise tax if they are parties
to certain reportable transactions.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> Distributions by the Trust to shareholders that are not &#8220;U.S.
persons&#8221; within the meaning of the Code (&#8220;foreign shareholders&#8221;) properly reported by the Trust as (1) capital gain
dividends, (2) short-term capital gain dividends, and (3) interest-related dividends, as defined and subject to certain conditions described
below, generally are not subject to withholding of U.S. federal income tax. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> In general, the Code defines (1) &#8220;short-term capital gain dividends&#8221;
as distributions of net short-term capital gains in excess of net long-term capital losses and (2) &#8220;interest-related dividends&#8221;
as distributions from U.S. source interest income of types similar to those not subject to U.S. federal income tax if earned directly
by an individual foreign shareholder, in each case to the extent such distributions are properly reported as such by the Trust in a written
notice to shareholders. The exceptions to withholding for capital gain dividends and short-term capital gain dividends do not apply to
(A) distributions to an individual foreign shareholder who is present in the United States for a period or periods aggregating 183 days
or more during the year of the distribution and (B) distributions attributable to gain that is treated as effectively connected with the
conduct by the foreign shareholder of a trade or business within the United States under special rules regarding the disposition of U.S.
real property interests. The exception to withholding for interest-related dividends does not apply to distributions to a foreign shareholder
(A) that has not provided a satisfactory statement that the beneficial owner is not a U.S. person, (B) to the extent that the dividend
is attributable to certain interest on an obligation if the foreign shareholder is the issuer or is a 10% shareholder of the issuer, (C)
that is within certain foreign countries that have inadequate information exchange with the United States, or (D) to the extent the dividend
is attributable to interest paid by a person that is a related person of the foreign shareholder and the foreign shareholder is a controlled
foreign corporation. The Trust is permitted to report such part of its dividends as interest-related and/or short-term capital gain dividends
as are eligible, but is not required to do so. In the case of shares held through an intermediary, the intermediary may withhold even
if the Trust reports all or a portion of a payment as an interest-related or short-term capital gain dividend to shareholders. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> In order to qualify for any exemptions from withholding described
above or for lower withholding tax rates under income tax treaties, or to establish an exemption from backup withholding, a foreign shareholder
must comply with special certification and filing requirements relating to its non-U.S. status (including, in general, furnishing an IRS
Form W-8BEN, W-8BEN-E or substitute form). Foreign shareholders should consult their tax advisors in this regard. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> Special rules (including withholding and reporting requirements)
apply to foreign partnerships and those holding Trust shares through foreign partnerships. Additional considerations may apply to foreign
trusts and estates. Investors holding Trust shares through foreign entities should consult their tax advisors about their particular situation. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> <FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>Compliance
with FATCA.</B></FONT> The Foreign Account Tax Compliance Act, Code Sections 1471 through 1474 and the U.S. Treasury Regulations and IRS
guidance issued thereunder (collectively, &#8220;FATCA&#8221;) generally require a Trust to obtain information sufficient to identify
the status of each of its shareholders under FATCA or under an applicable intergovernmental agreement (an &#8220;IGA&#8221;) between the
United States and a foreign government. If a shareholder of the Trust fails to provide the requested information or otherwise fails to
comply with FATCA or an IGA, the Trust may be required to withhold under FATCA at a rate of 30% with respect to that shareholder on ordinary
dividends it pays. The IRS and the Department of Treasury have issued proposed regulations providing that these withholding rules will
not apply to the gross proceeds of share redemptions or capital gain dividends the Trust pays. If a payment by the Trust is subject to
withholding under FATCA, the Trust is required to withhold even if such payment would otherwise be exempt from withholding under the rules
applicable to foreign shareholders described above. Shareholders should consult their own tax advisors regarding the possible implications
of these requirements on their investment in the Trust. </P>


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<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> The foregoing briefly summarizes some of the important U.S. federal
income tax consequences to shareholders of investing in shares, reflects the federal tax law as of the date of this SAI, and does not
address special tax rules applicable to certain types of investors, such as tax-exempt entities, corporate investors, foreign investors,
insurance companies and financial institutions. This discussion is based upon current provisions of the Code, the regulations promulgated
thereunder, and judicial and administrative ruling authorities, all of which are subject to change or differing interpretations by the
courts or the IRS retroactively or prospectively. No attempt has been made to present a complete explanation of the federal tax treatment
of the Trust or the implications to shareholders, and the discussions here and in the prospectus are not intended as a substitute for
careful tax planning. Investors should consult their tax advisors regarding other federal, state, local and, where applicable, foreign
tax considerations that may be applicable in their particular circumstances, as well as any proposed tax law changes. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>State and
Local Taxes.</B></FONT> Shareholders should consult their own tax advisers as to the state or local tax consequences of investing in the
Trust.</P>

<P STYLE="font: bold 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0; text-align: center">OTHER INFORMATION</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">The Trust is an organization of the type commonly known as a &#8220;Massachusetts
business trust.&#8221; Under Massachusetts law, shareholders of such a trust may, in certain circumstances, be held personally liable
as partners for the obligations of the trust. The Declaration of Trust contains an express disclaimer of shareholder liability in connection
with the Trust property or the acts, obligations or affairs of the Trust. The Declaration of Trust, in coordination with the Trust&#8217;s
Amended and Restated By-laws, also provides for indemnification out of the Trust property of any shareholder held personally liable for
the claims and liabilities to which a shareholder may become subject by reason of being or having been a shareholder. Thus, the risk of
a shareholder incurring financial loss on account of shareholder liability is limited to circumstances in which the Trust itself is unable
to meet its obligations. The Trust has been advised by its counsel that the risk of any shareholder incurring any liability for the obligations
of the Trust is remote.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">The Declaration of Trust provides that the Trustees will not be liable
for errors of judgment or mistakes of fact or law; but nothing in the Declaration of Trust protects a Trustee against any liability to
the Trust or its shareholders to which he or she would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence,
or reckless disregard of the duties involved in the conduct of his or her office. Voting rights are not cumulative, which means that the
holders of more than 50% of the shares voting for the election of Trustees can elect 100% of the Trustees and, in such event, the holders
of the remaining less than 50% of the shares voting on the matter will not be able to elect any Trustees.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">The Declaration of Trust provides that no person shall serve as a Trustee
if shareholders holding two-thirds of the outstanding shares have removed him from that office either by a written declaration filed with
the Trust&#8217;s custodian or by votes cast at a meeting called for that purpose. The Declaration of Trust further provides that the
Trustees of the Trust shall promptly call a meeting of the shareholders for the purpose of voting upon a question of removal of any such
Trustee or Trustees when requested in writing so to do by the record holders of not less than 10 per centum of the outstanding shares.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">The Trust&#8217;s Prospectus, any related Prospectus Supplement, and
this SAI do not contain all of the information set forth in the Registration Statement that the Trust has filed with the SEC. The complete
Registration Statement may be obtained from the SEC through the website www.sec.gov, or upon payment of the fee prescribed by its Rules
and Regulations.</P>

<P STYLE="font: bold 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0; text-align: center">CUSTODIAN</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">State Street Bank and Trust Company (&#8220;State Street&#8221;), State
Street Financial Center, One Lincoln Street, Boston, MA 02111, is the custodian of the Trust and will maintain custody of the securities
and cash of the Trust. State Street maintains the Trust&#8217;s general ledger and computes net asset value per share at least weekly.
State Street also attends to details in connection with the sale, exchange, substitution, transfer and other dealings with the Trust&#8217;s
investments, and receives and disburses all funds. State Street also assists in preparation of shareholder reports and the electronic
filing of such reports with the SEC.</P>


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<P STYLE="font: bold 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0; text-align: center">INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> Deloitte &amp; Touche LLP (&#8220;Deloitte&#8221;), 200 Berkeley
Street, Boston, MA 02116, independent registered public accounting firm, audits the Trust&#8217;s financial statements. Deloitte and/or
its affiliates provide other audit, tax and related services to the Trust. </P>

<P STYLE="font: bold 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0; text-align: center"> CONTROL PERSONS AND PRINCIPAL HOLDERS OF
SECURITIES </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> As of September 1, 2021, the officers and Trustees of the Trust as a
group owned beneficially less than 1% of the outstanding shares of the Trust. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> To the best knowledge of the Trust, the shareholders (principal holders)
listed below owned more than 5% of the Trust&#8217;s Common Shares as of September 1, 2021. Information related to these shareholders is
as of the date indicated and may be different as of September 1, 2021. A shareholder who owns beneficially more than 25% of a fund is deemed
to be a control person of that fund. </P>

<TABLE CELLSPACING="0" CELLPADDING="0" ALIGN="CENTER" STYLE="font: 9pt Arial Narrow, Helvetica, Sans-Serif; width: 90%; border-collapse: collapse">
  <TR STYLE="vertical-align: top">
    <TD STYLE="width: 25%; padding-top: 3pt; padding-bottom: 3pt; padding-left: 2.9pt; line-height: 10pt"> <U>Title of Class</U> </TD>
    <TD STYLE="width: 29%; padding-top: 3pt; padding-bottom: 3pt; padding-left: 2.9pt; line-height: 10pt"> <U>Name and Address of Owner</U> </TD>
    <TD STYLE="width: 40%; padding-top: 3pt; padding-bottom: 3pt; text-align: center; line-height: 10pt"> <U>Aggregate Share Amount Owned</U> </TD>
    <TD STYLE="width: 6%; padding-top: 3pt; padding-bottom: 3pt; text-align: center; line-height: 10pt"> <U>Percent</U> </TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-top: 3pt; padding-bottom: 3pt; padding-left: 2.9pt; line-height: 10pt"> Common Shares </TD>
    <TD STYLE="padding-top: 3pt; padding-bottom: 3pt; padding-left: 2.9pt; line-height: 10pt"> RiverNorth Capital Management, LLC<BR>
&#8194;325 N. LaSalle Street, Suite 645<BR>
&#8194;Chicago, Illinois 60654 </TD>
    <TD STYLE="padding-top: 3pt; padding-bottom: 3pt; text-align: center; line-height: 10pt"> 3,993,515 </TD>
    <TD STYLE="padding-top: 3pt; padding-bottom: 3pt; text-align: center; line-height: 10pt"> 10.55%<FONT STYLE="font-family: Arial Narrow, Helvetica, Sans-Serif"><SUP>(1)</SUP></FONT> </TD></TR>
  </TABLE>
<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 9pt/10pt Arial Narrow, Helvetica, Sans-Serif; margin-top: 3pt; margin-bottom: 3pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 0.25in"> <FONT STYLE="font-family: Arial Narrow, Helvetica, Sans-Serif"><SUP>(1)</SUP></FONT> </TD><TD> Based on a Schedule 13G filing dated June 11, 2021. </TD></TR></TABLE>

<P STYLE="font: 9pt/10pt Arial Narrow, Helvetica, Sans-Serif; margin: 3pt 0 3pt 0.25in; text-indent: -0.25in"> &nbsp; </P>

<P STYLE="font: bold 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0; text-align: center"> POTENTIAL CONFLICTS OF INTEREST </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"></P>

<P STYLE="font: 10pt/12pt Arial, Helvetica, Sans-Serif; margin: 3pt 0"> As a diversified global financial services firm, Morgan Stanley
engages in a broad spectrum of activities, including financial advisory services, investment management activities, lending, commercial
banking, sponsoring and managing private investment funds, engaging in broker-dealer transactions and principal securities, commodities
and foreign exchange transactions, research publication and other activities. In the ordinary course of its business, Morgan Stanley
is a full-service investment banking and financial services firm and therefore engages in activities where Morgan Stanley&rsquo;s interests
or the interests of its clients may conflict with the interests of a Fund or Portfolio, if applicable, (collectively for the purposes
of this section, &ldquo;Fund&rdquo; or &ldquo;Funds&rdquo;). Morgan Stanley advises clients and sponsors, manages or advises other investment
funds and investment programs, accounts and businesses (collectively, together with the Morgan Stanley funds, any new or successor funds,
programs, accounts or businesses (other than funds, programs, accounts or businesses sponsored, managed, or advised by former direct
or indirect subsidiaries of Eaton Vance Corp. (&ldquo;Eaton Vance Investment Accounts&rdquo;)), the &lsquo;&lsquo;MS Investment Accounts,
and, together with the Eaton Vance Investment Accounts, the &ldquo;Affiliated Investment Accounts&rsquo;&rsquo;) with a wide variety
of investment objectives that in some instances may overlap or conflict with a Fund&rsquo;s investment objectives and present conflicts
of interest. In addition, Morgan Stanley or the investment adviser may also from time to time create new or successor Affiliated Investment
Accounts that may compete with a Fund and present similar conflicts of interest. The discussion below enumerates certain actual, apparent
and potential conflicts of interest. There is no assurance that conflicts of interest will be resolved in favor of Fund shareholders
and, in fact, they may not be. Conflicts of interest not described below may also exist. </P>

<P STYLE="font: 10pt/12pt Arial, Helvetica, Sans-Serif; margin: 3pt 0; text-align: justify; background-color: white"> The discussions
below with respect to actual, apparent and potential conflicts of interest also may be applicable to or arise from the MS Investment
Accounts whether or not specifically identified. </P>

<P STYLE="font: 10pt/12pt Arial, Helvetica, Sans-Serif; margin: 3pt 0"> <B>Material Non-public and Other Information.</B> It is expected
that confidential or material non-public information regarding an investment or potential investment opportunity may become available
to the investment adviser. If such information becomes available, the investment adviser may be precluded (including by applicable law
or internal policies or procedures) from pursuing an investment or disposition opportunity with respect to such investment or investment
opportunity. The investment adviser may also from time to time be subject to contractual &lsquo;&lsquo;stand-still&rsquo;&rsquo; obligations
and/or confidentiality obligations that may restrict its ability to trade in certain investments on a Fund&rsquo;s behalf. In addition,
the investment adviser may be precluded from disclosing such information to an investment team, even in circumstances in which the information
would be beneficial if disclosed. Therefore, the investment team may not be provided access to material non-public information in the
possession of Morgan Stanley that might be relevant to an investment decision to be made on behalf of a Fund, and the investment team
may initiate a transaction or sell an investment that, if such information had been known to it, may not have been undertaken. In addition,
certain members of the investment team may be recused from certain investment-related discussions so that such members do not receive
information that would limit their ability to perform functions of their employment with the investment adviser or its affiliates unrelated
to that of a Fund. Furthermore, access to certain parts of Morgan Stanley may be subject to third party confidentiality obligations and
to information barriers established by Morgan Stanley in order to manage potential conflicts of interest and regulatory restrictions,
including without limitation joint transaction restrictions pursuant to the 1940 Act. Accordingly, the investment adviser&rsquo;s ability
to source investments from other business units within Morgan Stanley may be limited and there can be no assurance that the investment
adviser will be able to source any investments from any one or more parts of the Morgan Stanley network. </P>
<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"></P>

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<P STYLE="font: 10pt/12pt Arial, Helvetica, Sans-Serif; margin: 3pt 0"> The investment adviser may restrict its investment decisions
and activities on behalf of the Funds in various circumstances, including because of applicable regulatory requirements or information
held by the investment adviser or Morgan Stanley. The investment adviser might not engage in transactions or other activities for, or
enforce certain rights in favor of, a Fund due to Morgan Stanley&rsquo;s activities outside the Funds. In instances where trading of
an investment is restricted, the investment adviser may not be able to purchase or sell such investment on behalf of a Fund, resulting
in the Fund&rsquo;s inability to participate in certain desirable transactions. This inability to buy or sell an investment could have
an adverse effect on a Fund&rsquo;s portfolio due to, among other things, changes in an investment&rsquo;s value during the period its
trading is restricted. Also, in situations where the investment adviser is required to aggregate its positions with those of other Morgan
Stanley business units for position limit calculations, the investment adviser may have to refrain from making investments due to the
positions held by other Morgan Stanley business units or their clients. There may be other situations where the investment adviser refrains
from making an investment due to additional disclosure obligations, regulatory requirements, policies, and reputational risk, or the
investment adviser may limit purchases or sales of securities in respect of which Morgan Stanley is engaged in an underwriting or other
distribution capacity. </P>

<P STYLE="font: 10pt/12pt Arial, Helvetica, Sans-Serif; margin: 3pt 0"> Morgan Stanley has established certain information barriers
and other policies to address the sharing of information between different businesses within Morgan Stanley. As a result of information
barriers, the investment adviser generally will not have access, or will have limited access, to certain information and personnel in
other areas of Morgan Stanley and generally will not manage the Funds with the benefit of the information held by such other areas. Morgan
Stanley, due to its access to and knowledge of funds, markets and securities based on its prime brokerage and other businesses, may make
decisions based on information or take (or refrain from taking) actions with respect to interests in investments of the kind held (directly
or indirectly) by the Funds in a manner that may be adverse to the Funds, and will not have any obligation or other duty to share information
with the investment adviser. </P>

<P STYLE="font: 10pt/12pt Arial, Helvetica, Sans-Serif; margin: 3pt 0"> In limited circumstances, however, including for purposes of
managing business and reputational risk, and subject to policies and procedures and any applicable regulations, Morgan Stanley personnel,
including personnel of the investment adviser, on one side of an information barrier may have access to information and personnel on
the other side of the information barrier through &ldquo;wall crossings.&rdquo; The investment adviser faces conflicts of interest in
determining whether to engage in such wall crossings. Information obtained in connection with such wall crossings may limit or restrict
the ability of the investment adviser to engage in or otherwise effect transactions on behalf of the Funds (including purchasing or selling
securities that the investment adviser may otherwise have purchased or sold for a Fund in the absence of a wall crossing). In managing
conflicts of interest that arise because of the foregoing, the investment adviser generally will be subject to fiduciary requirements.
The investment adviser may also implement internal information barriers or ethical walls, and the conflicts described herein with respect
to information barriers and otherwise with respect to Morgan Stanley and the investment adviser will also apply internally within the
investment adviser. As a result, a Fund may not be permitted to transact in (e.g., dispose of a security in whole or in part) during
periods when it otherwise would have been able to do so, which could adversely affect a Fund. Other investors in the security that are
not subject to such restrictions may be able to transact in the security during such periods. There may also be circumstances in which,
as a result of information held by certain portfolio management teams in the investment adviser, the investment adviser limits an activity
or transaction for a Fund, including if the Fund is managed by a portfolio management team other than the team holding such information. </P>

<P STYLE="font: 10pt/12pt Arial, Helvetica, Sans-Serif; margin: 3pt 0"> <B>Investments by Morgan Stanley and its Affiliated Investment
Accounts. </B>In serving in multiple capacities to Affiliated Investment Accounts, Morgan Stanley, including the investment adviser and
its investment teams, may have obligations to other clients or investors in Affiliated Investment Accounts, the fulfillment of which
may not be in the best interests of a Fund or its shareholders. A Fund&rsquo;s investment objectives may overlap with the investment
objectives of certain Affiliated Investment Accounts. As a result, the members of an investment team may face conflicts in the allocation
of investment opportunities among a Fund and other investment funds, programs, accounts and businesses advised by or affiliated with
the investment adviser. Certain Affiliated Investment Accounts may provide for higher management or incentive fees or greater expense
reimbursements or overhead allocations, all of which may contribute to this conflict of interest and create an incentive for the investment
adviser to favor such other accounts. </P>
<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> Morgan Stanley currently invests and plans to continue to invest
on its own behalf and on behalf of its Affiliated Investment Accounts in a wide variety of investment opportunities globally. Morgan
Stanley and its Affiliated Investment Accounts, to the extent consistent with applicable law and policies and procedures, will be permitted
to invest in investment opportunities without making such opportunities available to a Fund beforehand. Subject to the foregoing, Morgan
Stanley may offer investments that fall into the investment objectives of an Affiliated Investment Account to such account or make such
investment on its own behalf, even though such investment also falls within a Fund&rsquo;s investment </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"></P>


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<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> objectives. A Fund may invest in opportunities that Morgan Stanley
and/or one or more Affiliated Investment Accounts has declined, and vice versa. All of the foregoing may reduce the number of investment
opportunities available to a Fund and may create conflicts of interest in allocating investment opportunities. Investors should note
that the conflicts inherent in making such allocation decisions may not always be resolved to a Fund&rsquo;s advantage. There can be
no assurance that a Fund will have an opportunity to participate in certain opportunities that fall within their investment objectives. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> To seek to reduce potential conflicts of interest and to attempt
to allocate such investment opportunities in a fair and equitable manner, the investment adviser has implemented allocation policies
and procedures. These policies and procedures are intended to give all clients of the investment adviser, including the Funds, fair access
to investment opportunities consistent with the requirements of organizational documents, investment strategies, applicable laws and
regulations, and the fiduciary duties of the investment adviser. Each client of the investment adviser that is subject to the allocation
policies and procedures, including each Fund, is assigned an investment team and portfolio manager(s) by the investment adviser. The
investment team and portfolio managers review investment opportunities and will decide with respect to the allocation of each opportunity
considering various factors and in accordance with the allocation policies and procedures. The allocation policies and procedures are
subject to change. Investors should note that the conflicts inherent in making such allocation decisions may not always be resolved to
the advantage of a Fund. </P>

<P STYLE="font: 10pt/12pt Arial, Helvetica, Sans-Serif; margin: 3pt 0"> It is possible that Morgan Stanley or an Affiliated Investment
Account, including another Eaton Vance fund, will invest in or advise a company that is or becomes a competitor of a company of which
a Fund holds an investment. Such investment could create a conflict between the Fund, on the one hand, and Morgan Stanley or the Affiliated
Investment Account, on the other hand. In such a situation, Morgan Stanley may also have a conflict in the allocation of its own resources
to the portfolio investment. Furthermore, certain Affiliated Investment Accounts will be focused primarily on investing in other funds
which may have strategies that overlap and/or directly conflict and compete with a Fund. </P>

<P STYLE="font: 10pt/12pt Arial, Helvetica, Sans-Serif; margin: 3pt 0"> In addition, certain investment professionals who are involved
in a Fund&rsquo;s activities remain responsible for the investment activities of other Affiliated Investment Accounts managed by the
investment adviser and its affiliates, and they will devote time to the management of such investments and other newly created Affiliated
Investment Accounts (whether in the form of funds, separate accounts or other vehicles), as well as their own investments. In addition,
in connection with the management of investments for other Affiliated Investment Accounts, members of Morgan Stanley and its affiliates
may serve on the boards of directors of or advise companies which may compete with a Fund&rsquo;s portfolio investments. Moreover, these
Affiliated Investment Accounts managed by Morgan Stanley and its affiliates may pursue investment opportunities that may also be suitable
for a Fund. </P>

<P STYLE="font: 10pt/12pt Arial, Helvetica, Sans-Serif; margin: 3pt 0"> It should be noted that Morgan Stanley may, directly or indirectly,
make large investments in certain of its Affiliated Investment Accounts, and accordingly Morgan Stanley&rsquo;s investment in a Fund
may not be a determining factor in the outcome of any of the foregoing conflicts. Nothing herein restricts or in any way limits the activities
of Morgan Stanley, including its ability to buy or sell interests in, or provide financing to, equity and/or debt instruments, funds
or portfolio companies, for its own accounts or for the accounts of Affiliated Investment Accounts or other investment funds or clients
in accordance with applicable law. </P>

<P STYLE="font: 10pt/12pt Arial, Helvetica, Sans-Serif; margin: 3pt 0"> Different clients of the investment adviser, including a Fund,
may invest in different classes of securities of the same issuer, depending on the respective clients&rsquo; investment objectives and
policies. As a result, the investment adviser and its affiliates, at times, will seek to satisfy fiduciary obligations to certain clients
owning one class of securities of a particular issuer by pursuing or enforcing rights on behalf of those clients with respect to such
class of securities, and those activities may have an adverse effect on another client which owns a different class of securities of
such issuer. For example, if one client holds debt securities of an issuer and another client holds equity securities of the same issuer,
if the issuer experiences financial or operational challenges, the investment adviser and its affiliates may seek a liquidation of the
issuer on behalf of the client that holds the debt securities, whereas the client holding the equity securities may benefit from a reorganization
of the issuer. Thus, in such situations, the actions taken by the investment adviser or its affiliates on behalf of one client can negatively
impact securities held by another client. These conflicts also exist as between the investment adviser&rsquo;s clients, including the
Funds, and the Affiliated Investment Accounts managed by Morgan Stanley. </P>

<P STYLE="font: 10pt/12pt Arial, Helvetica, Sans-Serif; margin: 3pt 0"> The investment adviser and its affiliates may give advice and
recommend securities to other clients which may differ from advice given to, or securities recommended or bought for, a Fund even though
such other clients&rsquo; investment objectives may be similar to those of the Fund. </P>
<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> The investment adviser and its affiliates manage long and short
portfolios. The simultaneous management of long and short portfolios creates conflicts of interest in portfolio management and trading
in that opposite directional positions may be taken in client accounts, including client accounts managed by the same investment team,
and creates risks such as: (i) the risk that short sale activity could adversely affect the market value of long positions in one or
more portfolios (and vice versa) and (ii) the risks </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"></P>

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    <!-- Field: /Page -->

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> associated with the trading desk receiving opposing orders in the
same security simultaneously. The investment adviser and its affiliates have adopted policies and procedures that are reasonably designed
to mitigate these conflicts. In certain circumstances, the investment adviser invests on behalf of itself in securities and other instruments
that would be appropriate for, held by, or may fall within the investment guidelines of its clients, including a Fund. At times, the
investment adviser may give advice or take action for its own accounts that differs from, conflicts with, or is adverse to advice given
or action taken for any client. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> From time to time, conflicts also arise due to the fact that certain
securities or instruments may be held in some client accounts, including a Fund, but not in others, or that client accounts may have
different levels of holdings in certain securities or instruments. . In addition, due to differences in the investment strategies or
restrictions among client accounts, the investment adviser may take action with respect to one account that differs from the action taken
with respect to another account. In some cases, a client account may compensate the investment adviser based on the performance of the
securities held by that account. The existence of such a performance based fee may create additional conflicts of interest for the investment
adviser in the allocation of management time, resources and investment opportunities. The investment adviser has adopted several policies
and procedures designed to address these potential conflicts including a code of ethics and policies that govern the investment adviser&rsquo;s
trading practices, including, among other things, the aggregation and allocation of trades among clients, brokerage allocations, cross
trades and best execution. </P>

<P STYLE="font: 10pt/12pt Arial, Helvetica, Sans-Serif; margin: 3pt 0"> In addition, at times an investment adviser investment team
will give advice or take action with respect to the investments of one or more clients that is not given or taken with respect to other
clients with similar investment programs, objectives, and strategies. Accordingly, clients with similar strategies will not always hold
the same securities or instruments or achieve the same performance. The investment adviser&rsquo;s investment teams also advise clients
with conflicting programs, objectives or strategies. These conflicts also exist as between the investment adviser&rsquo;s clients, including
the Funds, and the Affiliated Investment Accounts managed by Morgan Stanley. </P>

<P STYLE="font: 10pt/12pt Arial, Helvetica, Sans-Serif; margin: 3pt 0"> The investment adviser maintains separate trading desks by
investment team and generally based on asset class, including two trading desks trading equity securities. These trading desks operate
independently of one another. The two equity trading desks do not share information. The separate equity trading desks may result in
one desk competing against the other desk when implementing buy and sell transactions, possibly causing certain accounts to pay more
or receive less for a security than other accounts. In addition, Morgan Stanley and its affiliates maintain separate trading desks that
operate independently of each other and do not share trading information with the investment adviser. These trading desks may compete
against the investment adviser trading desks when implementing buy and sell transactions, possibly causing certain Affiliated Investment
Accounts to pay more or receive less for a security than other Affiliated Investment Accounts. </P>
<P STYLE="font: 10pt/12pt Arial, Helvetica, Sans-Serif; margin: 3pt 0; background-color: white"> <B>Investments by Separate Investment
Departments.</B> The entities and individuals that provide investment-related services for the Fund and certain other Eaton Vance Investment
Accounts (the &ldquo;Eaton Vance Investment Department&rdquo;) may be different from the entities and individuals that provide investment-related
services to MS Investment Accounts (the &ldquo;MS Investment Department and, together with the Eaton Vance Investment Department, the
&ldquo;Investment Departments&rdquo;). Although Morgan Stanley has implemented information barriers between the Investment Departments
in accordance with internal policies and procedures, each Investment Department may engage in discussions and share information and resources
with the other Investment Department on certain investment-related matters. The sharing of information and resources between the Investment
Departments is designed to further increase the knowledge and effectiveness of each Investment Department. Because each Investment Department
generally makes investment decisions and executes trades independently of the other, the quality and price of execution, and the performance
of investments and accounts, can be expected to vary. In addition, each Investment Department may use different trading systems and technology
and may employ differing investment and trading strategies. As a result, a MS Investment Account could trade in advance of the Fund (and
vice versa), might complete trades more quickly and efficiently than the Fund, and/or achieve different execution than the Fund on the
same or similar investments made contemporaneously, even when the Investment Departments shared research and viewpoints that led to that
investment decision. Any sharing of information or resources between the Investment Department servicing the Fund and the MS Investment
Department may result, from time to time, in the Fund simultaneously or contemporaneously seeking to engage in the same or similar transactions
as an account serviced by the other Investment Department and for which there are limited buyers or sellers on specific securities, which
could result in less favorable execution for the Fund than such account. The Eaton Vance Investment Department will not knowingly or
intentionally cause the Fund to engage in a cross trade with an account serviced by the MS Investment Department, however, subject to
applicable law and internal policies and procedures, the Fund may conduct cross trades with other accounts serviced by the Eaton Vance
Investment Department. Although the Eaton Vance Investment Department may aggregate the Fund&rsquo;s trades with trades of other accounts
serviced by the Eaton Vance Investment Department, subject to applicable law and internal policies and procedures, there will be no aggregation
or coordination of trades with accounts serviced by the MS Investment Department, even when both Investment Departments are seeking to
acquire or dispose of the same investments contemporaneously. </P>
<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> <FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>Payments
to Broker-Dealers and Other Financial Intermediaries.</B> The investment adviser and/or EVD may pay compensation, out of their own funds
and not as an expense of the Funds, to certain financial intermediaries (which may include affiliates of the investment adviser and EVD),
including recordkeepers and administrators of various deferred compensation plans, in connection with the sale, distribution, marketing
and retention of shares of the Funds and/or shareholder servicing. For example, the investment adviser or EVD may pay additional compensation
to a financial intermediary for, among other things, promoting the sale and distribution of Fund shares, providing access to various
programs, mutual fund platforms or preferred or recommended mutual fund lists that may be offered by a financial intermediary, granting
EVD access to a financial intermediary&rsquo;s financial advisors and consultants, providing assistance in the ongoing education and
training of a financial intermediary&rsquo;s financial personnel, furnishing marketing support, maintaining share balances and/or for
sub-accounting, recordkeeping, administrative, shareholder or transaction processing services. Such payments are in addition to any distribution
fees, shareholder servicing fees and/or transfer agency fees that may be payable by the Funds. The additional payments may be based on
various factors, including level of sales (based on gross or net sales or some specified minimum sales or some other similar criteria
related to sales of the Funds and/or some or all other Eaton Vance funds), amount of assets invested by the financial intermediary&rsquo;s
customers (which could include current or aged assets of the Funds and/or some or all other Eaton Vance funds), a Fund&rsquo;s advisory
fee, some other agreed upon amount or other measures as determined from time to time by the investment adviser and/or EVD. The amount
of these payments may be different for different financial intermediaries.</FONT> </P>

<P STYLE="font: 10pt/12pt Arial, Helvetica, Sans-Serif; margin: 3pt 0"> The prospect of receiving, or the receipt of, additional compensation,
as described above, by financial intermediaries may provide such financial intermediaries and their financial advisors and other salespersons
with an incentive to favor sales of shares of the Funds over other investment options with respect to which these financial intermediaries
do not receive additional compensation (or receive lower levels of additional compensation). These payment arrangements, however, will
not change the price that an investor pays for shares of the Funds or the amount that the Funds receive to invest on behalf of an investor.
Investors may wish to take such payment arrangements into account when considering and evaluating any recommendations relating to Fund
shares and should review carefully any disclosures provided by financial intermediaries as to their compensation. In addition, in certain
circumstances, the investment adviser may restrict, limit or reduce the amount of a Fund's investment, or restrict the type of governance
or voting rights it acquires or exercises, where the Fund (potentially together with Morgan Stanley) exceeds a certain ownership interest,
or possesses certain degrees of voting or control or has other interests. </P>
<P STYLE="font: 10pt/12pt Arial, Helvetica, Sans-Serif; margin: 3pt 0"> </P>
<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"></P>


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<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> </P>

<P STYLE="font: 10pt/12pt Arial, Helvetica, Sans-Serif; margin: 3pt 0"> <B>Morgan Stanley Trading and Principal Investing Activities.
</B>Notwithstanding anything to the contrary herein, Morgan Stanley will generally conduct its sales and trading businesses, publish
research and analysis, and render investment advice without regard for a Fund&rsquo;s holdings, although these activities could have
an adverse impact on the value of one or more of the Fund&rsquo;s investments, or could cause Morgan Stanley to have an interest in one
or more portfolio investments that is different from, and potentially adverse to that of a Fund. Furthermore, from time to time, the
investment adviser or its affiliates may invest &ldquo;seed&rdquo; capital in a Fund, typically to enable the Fund to commence investment
operations and/or achieve sufficient scale. The investment adviser and its affiliates may hedge such seed capital exposure by investing
in derivatives or other instruments expected to produce offsetting exposure. Such hedging transactions, if any, would occur outside of
a Fund. </P>
<P STYLE="font: 10pt/12pt Arial, Helvetica, Sans-Serif; margin: 3pt 0"> Morgan Stanley&rsquo;s sales and trading, financing and principal
investing businesses (whether or not specifically identified as such, and including Morgan Stanley&rsquo;s trading and principal investing
businesses) will not be required to offer any investment opportunities to a Fund. These businesses may encompass, among other things,
principal trading activities as well as principal investing. </P>

<P STYLE="font: 10pt/12pt Arial, Helvetica, Sans-Serif; margin: 3pt 0"> Morgan Stanley&rsquo;s sales and trading, financing and principal
investing businesses have acquired or invested in, and in the future may acquire or invest in, minority and/or majority control positions
in equity or debt instruments of diverse public and/or private companies. Such activities may put Morgan Stanley in a position to exercise
contractual, voting or creditor rights, or management or other control with respect to securities or loans of portfolio investments or
other issuers, and in these instances Morgan Stanley may, in its discretion and subject to applicable law, act to protect its own interests
or interests of clients, and not a Fund&rsquo;s interests. </P>

<P STYLE="font: 10pt/12pt Arial, Helvetica, Sans-Serif; margin: 3pt 0"> Subject to the limitations of applicable law, a Fund may purchase
from or sell assets to, or make investments in, companies in which Morgan Stanley has or may acquire an interest, including as an owner,
creditor or counterparty. </P>

<P STYLE="font: 10pt/12pt Arial, Helvetica, Sans-Serif; margin: 3pt 0"> <B>Morgan Stanley&rsquo;s Investment Banking and Other Commercial
Activities.</B> Morgan Stanley advises clients on a variety of mergers, acquisitions, restructuring, bankruptcy and financing transactions.
Morgan Stanley may act as an advisor to clients, including other investment funds that may compete with a Fund and with respect to investments
that a Fund may hold. Morgan Stanley may give advice and take action with respect to any of its clients or proprietary accounts that
may differ from the advice given, or may involve an action of a different timing or nature than the action taken, by a Fund. Morgan Stanley
may give advice and provide recommendations to persons competing with a Fund and/or any of a Fund&rsquo;s investments that are contrary
to the Fund&rsquo;s best interests and/or the best interests of any of its investments. </P>

<P STYLE="font: 10pt/12pt Arial, Helvetica, Sans-Serif; margin: 3pt 0"> Morgan Stanley could be engaged in financial advising, whether
on the buy-side or sell-side, or in financing or lending assignments that could result in Morgan Stanley&rsquo;s determining in its discretion
or being required to act exclusively on behalf of one or more third parties, which could limit a Fund&rsquo;s ability to transact with
respect to one or more existing or potential investments. Morgan Stanley may have relationships with third-party funds, companies or
investors who may have invested in or may look to invest in portfolio companies, and there could be conflicts between a Fund&rsquo;s
best interests, on the one hand, and the interests of a Morgan Stanley client or counterparty, on the other hand. </P>

<P STYLE="font: 10pt/12pt Arial, Helvetica, Sans-Serif; margin: 3pt 0"> To the extent that Morgan Stanley advises creditor or debtor
companies in the financial restructuring of companies either prior to or after filing for protection under Chapter 11 of the U.S. Bankruptcy
Code or similar laws in other jurisdictions, the investment adviser&rsquo;s flexibility in making investments in such restructurings
on a Fund&rsquo;s behalf may be limited. </P>

<P STYLE="font: 10pt/12pt Arial, Helvetica, Sans-Serif; margin: 3pt 0"> Morgan Stanley could provide investment banking services to
competitors of portfolio companies, as well as to private equity and/or private credit funds; such activities may present Morgan Stanley
with a conflict of interest vis-a-vis a Fund&rsquo;s investment and may also result in a conflict in respect of the allocation of investment
banking resources to portfolio companies. </P>

<P STYLE="font: 10pt/12pt Arial, Helvetica, Sans-Serif; margin: 3pt 0"> To the extent permitted by applicable law, Morgan Stanley may
provide a broad range of financial services to companies in which a Fund invests, including strategic and financial advisory services,
interim acquisition financing and other lending and underwriting or placement of securities, and Morgan Stanley generally will be paid
fees (that may include warrants or other securities) for such services. Morgan Stanley will not share any of the foregoing interest,
fees and other compensation received by it (including, for the avoidance of doubt, amounts received by the investment adviser) with a
Fund, and any advisory fees payable will not be reduced thereby. </P>

<P STYLE="font: 10pt/12pt Arial, Helvetica, Sans-Serif; margin: 3pt 0"> Morgan Stanley may be engaged to act as a financial advisor
to a company in connection with the sale of such company, or subsidiaries or divisions thereof, may represent potential buyers of businesses
through its mergers and acquisition activities and may provide lending and other related financing services in connection with such transactions.
Morgan Stanley&rsquo;s compensation for such activities is usually based upon realized consideration and is usually contingent, in substantial
part, upon the closing of the transaction. Under these circumstances, a Fund may be precluded from participating in a transaction with
or relating to the company being sold or participating in any financing activity related to merger or acquisition. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"></P>


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<P STYLE="font: 10pt/12pt Arial, Helvetica, Sans-Serif; margin: 3pt 0"> The involvement or presence of Morgan Stanley in the investment
banking and other commercial activities described above (or the&nbsp;financial markets more broadly) may restrict or otherwise limit
investment opportunities that may otherwise be available to the&nbsp;Funds. For example, issuers may hire and compensate Morgan Stanley
to provide underwriting, financial advisory, placement agency,&nbsp;brokerage services or other services and, because of limitations
imposed by applicable law and regulation,&nbsp;a Fund may be prohibited&nbsp;from buying or selling securities issued by those issuers
or participating in related transactions or otherwise limited in its ability to&nbsp;engage in such investments. </P>
<P STYLE="font: 10pt/12pt Arial, Helvetica, Sans-Serif; margin: 3pt 0"> <B>Morgan Stanley&rsquo;s Marketing Activities.</B> Morgan
Stanley is engaged in the business of underwriting, syndicating, brokering, administering, servicing, arranging and advising on the distribution
of a wide variety of securities and other investments in which a Fund may invest. Subject to the restrictions of the 1940 Act, including
Sections 10(f) and 17(e) thereof, a Fund may invest in transactions in which Morgan Stanley acts as underwriter, placement agent, syndicator,
broker, administrative agent, servicer, advisor, arranger or structuring agent and receives fees or other compensation from the sponsors
of such products or securities. Any fees earned by Morgan Stanley in such capacity will not be shared with the investment adviser or
the Funds. Certain conflicts of interest, in addition to the receipt of fees or other compensation, would be inherent in these transactions.
Moreover, the interests of one of Morgan Stanley&rsquo;s clients with respect to an issuer of securities in which a Fund has an investment
may be adverse to the investment adviser&rsquo;s or a Fund&rsquo;s best interests. In conducting the foregoing activities, Morgan Stanley
will be acting for its other clients and will have no obligation to act in the investment adviser&rsquo;s or a Fund&rsquo;s best interests. </P>

<P STYLE="font: 10pt/12pt Arial, Helvetica, Sans-Serif; margin: 3pt 0"> <B>Client Relationships.</B> Morgan Stanley has existing and
potential relationships with a significant number of corporations, institutions and individuals. In providing services to its clients,
Morgan Stanley may face conflicts of interest with respect to activities recommended to or performed for such clients, on the one hand,
and a Fund, its shareholders or the entities in which the Fund invests, on the other hand. In addition, these client relationships may
present conflicts of interest in determining whether to offer certain investment opportunities to a Fund. </P>

<P STYLE="font: 10pt/12pt Arial, Helvetica, Sans-Serif; margin: 3pt 0"> In acting as principal or in providing advisory and other services
to its other clients, Morgan Stanley may engage in or recommend activities with respect to a particular matter that conflict with or
are different from activities engaged in or recommended by the investment adviser on a Fund&rsquo;s behalf. </P>

<P STYLE="font: 10pt/12pt Arial, Helvetica, Sans-Serif; margin: 3pt 0"> <B>Principal Investments.</B> To the extent permitted by applicable
law, there may be situations in which a Fund&rsquo;s interests may conflict with the interests of one or more general accounts of Morgan
Stanley and its affiliates or accounts managed by Morgan Stanley or its affiliates. This may occur because these accounts hold public
and private debt and equity securities of many issuers which may be or become portfolio companies, or from whom portfolio companies may
be acquired. </P>

<P STYLE="font: 10pt/12pt Arial, Helvetica, Sans-Serif; margin: 3pt 0"> <B>Transactions with Portfolio Companies of Affiliated Investment
Accounts.</B> The companies in which a Fund may invest may be counterparties to or participants in agreements, transactions or other
arrangements with portfolio companies or other entities of portfolio investments of Affiliated Investment Accounts (for example, a company
in which a Fund invests may retain a company in which an Affiliated Investment Account invests to provide services or may acquire an
asset from such company or vice versa). Certain of these agreements, transactions and arrangements involve fees, servicing payments,
rebates and/or other benefits to Morgan Stanley or its affiliates. For example, portfolio entities may, including at the encouragement
of Morgan Stanley, enter into agreements regarding group procurement and/or vendor discounts. Morgan Stanley and its affiliates may also
participate in these agreements and may realize better pricing or discounts as a result of the participation of portfolio entities. To
the extent permitted by applicable law, certain of these agreements may provide for commissions or similar payments and/or discounts
or rebates to be paid to a portfolio entity of an Affiliated Investment Account, and such payments or discounts or rebates may also be
made directly to Morgan Stanley or its affiliates. Under these arrangements, a particular portfolio company or other entity may benefit
to a greater degree than the other participants, and the funds, investment vehicles and accounts (which may or may not include a Fund)
that own an interest in such entity will receive a greater relative benefit from the arrangements than the Eaton Vance funds, investment
vehicles or accounts that do not own an interest therein. Fees and compensation received by portfolio companies of Affiliated Investment
Accounts in relation to the foregoing will not be shared with a Fund or offset advisory fees payable. </P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"></P>

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<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"></P>

<P STYLE="font: 10pt/12pt Arial, Helvetica, Sans-Serif; margin: 3pt 0"> <B>Investments in Portfolio Investments of Other Funds</B>.
To the extent permitted by applicable law, when a Fund invests in certain companies or other entities, other funds affiliated with the
investment adviser may have made or may be making an investment in such companies or other entities. Other funds that have been or may
be managed by the investment adviser may invest in the companies or other entities in which a Fund has made an investment. Under such
circumstances, a Fund and such other funds may have conflicts of interest (e.g., over the terms, exit strategies and related matters,
including the exercise of remedies of their respective investments). If the interests held by a Fund are different from (or take priority
over) those held by such other funds, the investment adviser may be required to make a selection at the time of conflicts between the
interests held by such other funds and the interests held by a Fund. </P>

<P STYLE="font: 10pt/12pt Arial, Helvetica, Sans-Serif; margin: 3pt 0"> <B>Allocation of Expenses. </B>Expenses may be incurred that
are attributable to a Fund and one or more other Affiliated Investment Accounts (including in connection with issuers in which a Fund
and such other Affiliated Investment Accounts have overlapping investments). The allocation of such expenses among such entities raises
potential conflicts of interest. The investment adviser and its affiliates intend to allocate such common expenses among a Fund and any
such other Affiliated Investment Accounts on a pro rata basis or in such other manner as the investment adviser deems to be fair and
equitable or in such other manner as may be required by applicable law. </P>

<P STYLE="font: 10pt/12pt Arial, Helvetica, Sans-Serif; margin: 3pt 0"> <B>Temporary Investments.</B> To more efficiently invest short-term
cash balances held by a Fund, the investment adviser may invest such balances on an overnight &ldquo;sweep&rdquo; basis in shares of
one or more money market funds or other short-term vehicles. It is anticipated that the investment adviser to these money market funds
or other short-term vehicles may be the investment adviser (or an affiliate) to the extent permitted by applicable law, including Rule
12d1-1 under the 1940 Act. The Fund may invest in Eaton Vance Cash Reserves Fund, LLC (Cash Reserves Fund), an affiliated investment
company managed by Eaton Vance, for this purpose. Eaton Vance does not currently receive a fee for advisory services provided to Cash
Reserves Fund. </P>

<P STYLE="font: 10pt/12pt Arial, Helvetica, Sans-Serif; margin: 3pt 0"> <B>Transactions with Affiliates.</B> The investment adviser
and any investment sub-adviser might purchase securities from underwriters or placement agents in which a Morgan Stanley affiliate is
a member of a syndicate or selling group, as a result of which an affiliate might benefit from the purchase through receipt of a fee
or otherwise. Neither the investment adviser nor any investment sub-adviser will purchase securities on behalf of a Fund from an affiliate
that is acting as a manager of a syndicate or selling group. Purchases by the investment adviser on behalf of a Fund from an affiliate
acting as a placement agent must meet the requirements of applicable law. Furthermore, Morgan Stanley may face conflicts of interest
when the Funds use service providers affiliated with Morgan Stanley because Morgan Stanley receives greater overall fees when they are
used. </P>

<P STYLE="font: 10pt/12pt Arial, Helvetica, Sans-Serif; margin: 3pt 0"> <B>General Process for Potential Conflicts.</B> All of the
transactions described above involve the potential for conflicts of interest between the investment adviser, related persons of the investment
adviser and/or their clients. The Advisers Act, the 1940 Act and ERISA impose certain requirements designed to decrease the possibility
of conflicts of interest between an investment adviser and its clients. In some cases, transactions may be permitted subject to fulfillment
of certain conditions. Certain other transactions may be prohibited. In addition, the investment adviser has instituted policies and
procedures designed to prevent conflicts of interest from arising and, when they do arise, to ensure that it effects transactions for
clients in a manner that is consistent with its fiduciary duty to its clients and in accordance with applicable law. The investment adviser
seeks to ensure that potential or actual conflicts of interest are appropriately resolved taking into consideration the overriding best
interests of the client. </P>
<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"></P>

<P STYLE="font: bold 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0; text-align: center">FINANCIAL STATEMENTS</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> The audited financial statements and the report of the independent
registered public accounting firm of the Trust, for the fiscal year ended June 30, 2021, are incorporated herein by reference from the
Trust&#8217;s most recent Annual Report to Common Shareholders filed with the SEC on August 24, 2021 (Accession No. 0001193125-21-254906)
on Form N-CSR pursuant to Rule 30b2-1 under the 1940 Act. </P>


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<P STYLE="font: bold 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0.25in 3pt 0; text-align: right">APPENDIX A</P>

<P STYLE="font: bold 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0; text-align: center">RATINGS</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">The ratings indicated herein are believed to be the most recent ratings
available at the date of this SAI for the securities listed. Ratings are generally given to securities at the time of issuance. While
the rating agencies may from time to time revise such ratings, they undertake no obligation to do so, and the ratings indicated do not
necessarily represent ratings which would be given to these securities on a particular date.</P>

<P STYLE="font: bold 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0">MOODY&#8217;S INVESTORS SERVICE, INC. (&#8220;Moody&#8217;s&#8221;)</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">Ratings assigned on Moody&#8217;s global long-term and short-term rating
scales are forward-looking opinions of the relative credit risks of financial obligations issued by non-financial corporates, financial
institutions, structured finance vehicles, project finance vehicles, and public sector entities. Long-term ratings are assigned to issuers
or obligations with an original maturity of one year or more and reflect both the likelihood of a default or impairment on contractual
financial obligations and the expected financial loss suffered in the event of default or impairment. Short-term ratings are assigned
to obligations with an original maturity of thirteen months or less and reflect the likelihood of a default or impairment on contractual
financial obligations and the expected financial loss suffered in the event of a default or impairment.</P>

<P STYLE="font: bold 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0">GLOBAL LONG-TERM RATINGS SCALE</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>Aaa:</B></FONT>
Obligations rated Aaa are judged to be of the highest quality, subject to the lowest level of credit risk.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>Aa:</B></FONT>
Obligations rated Aa are judged to be of high quality and are subject to very low credit risk.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>A:</B></FONT>
Obligations rated A are considered upper-medium grade and are subject to low credit risk.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>Baa:</B></FONT>
Obligations rated Baa are judged to be medium-grade and subject to moderate credit risk and as such may possess certain speculative characteristics</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>Ba:</B></FONT>
Obligations rated Ba are judged to be speculative and are subject to substantial credit risk.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>B:</B></FONT>
Obligations rated B are considered speculative and are subject to high credit risk.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>Caa:</B></FONT>
Obligations rated Caa are judged to be speculative of poor standing and are subject to very high credit risk.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>Ca:</B></FONT>
Obligations rated Ca are highly speculative and are likely in, or very near, default, with some prospect of recovery of principal and
interest.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>C:</B></FONT>
Obligations rated C are the lowest rated and are typically in default, with little prospect for recovery of principal or interest.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>Note:</B></FONT>
Moody&#8217;s appends numerical modifiers, 1, 2, and 3 to each generic rating classification from Aa through Caa. The modifier 1 indicates
that the obligation ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier
3 indicates a ranking in the lower end of that generic rating category.</P>

<P STYLE="font: bold 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0">GLOBAL SHORT-TERM RATING SCALE</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">Moody&#8217;s short-term ratings are opinions of the ability of issuers
to honor short-term financial obligations. Ratings may be assigned to issuers, short-term programs or to individual short-term debt instruments.
Such obligations generally have an original maturity not exceeding thirteen months, unless explicitly noted.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>P-1:</B></FONT>
Issuers (or supporting institutions) rated Prime-1 have a superior ability to repay short-term debt obligations.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>P-2:</B></FONT>
Issuers (or supporting institutions) rated Prime-2 have a strong ability to repay short-term debt obligations.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>P-3:</B></FONT>
Issuers (or supporting institutions) rated Prime-3 have an acceptable ability to repay short-term obligations.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>NP:</B></FONT>
Issuers (or supporting institutions) rated Not Prime do not fall within any of the Prime ratings categories.</P>


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<P STYLE="font: bold 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0">ISSUER RATINGS</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">Issuer Ratings are opinions of the ability of entities to honor senior
unsecured debt and debt like obligations. As such, Issuer Ratings incorporate any external support that is expected to apply to all current
and future issuance of senior unsecured financial obligations and contracts, such as explicit support stemming from a guarantee of all
senior unsecured financial obligations and contracts, and/or implicit support for issuers subject to joint default analysis (e.g. banks
and government-related issuers). Issuer Ratings do not incorporate support arrangements, such as guarantees, that apply only to specific
(but not to all) senior unsecured financial obligations and contracts.</P>

<P STYLE="font: bold 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0">US MUNICIPAL SHORT-TERM OBLIGATION RATINGS AND DEMAND OBLIGATION
RATINGS</P>

<P STYLE="font: bold 9pt Arial, Helvetica, Sans-Serif; margin: 3pt 0">SHORT-TERM OBLIGATION RATINGS</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">The global short-term &#8216;prime&#8217; rating scale is applied to
commercial paper issued by U.S. municipalities and nonprofits. These commercial paper programs may be backed by external letters of credit
or liquidity facilities, or by an issuer&#8217;s self-liquidity.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">For other short-term municipal obligations, Moody&#8217;s uses one of
two other short-term rating scales, the Municipal Investment Grade (MIG) and Variable Municipal Investment Grade (VMIG) scales discussed
below.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">The MIG scale is used for U.S. municipal cash flow notes, bond anticipation
notes and certain other short-term obligations, which typically mature in three years or less. Under certain circumstances, the MIG scale
is used for bond anticipation notes with maturities of up to five years.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>MIG 1</B></FONT>
This designation denotes superior credit quality. Excellent protection is afforded by established cash flows, highly reliable liquidity
support, or demonstrated broad-based access to the market for refinancing.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>MIG 2</B></FONT>
This designation denotes strong credit quality. Margins of protection are ample, although not as large as in the preceding group.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>MIG 3</B></FONT>
This designation denotes acceptable credit quality. Liquidity and cash-flow protection may be narrow, and market access for refinancing
is likely to be less well-established.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>SG</B></FONT>
This designation denotes speculative-grade credit quality. Debt instruments in this category may lack sufficient margins of protection.</P>

<P STYLE="font: bold 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0">Demand Obligation Ratings</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">In the case of variable rate demand obligations (VRDOs), a two-component
rating is assigned. The components are a long-term rating and a short-term demand obligation rating. The long-term rating addresses the
issuer&#8217;s ability to meet scheduled principal and interest payments. The short-term demand obligation rating addresses the ability
of the issuer or the liquidity provider to make payments associated with the purchase-price-upon demand feature (&#8220;demand feature&#8221;)
of the VRDO. The short-term demand obligation rating uses the VMIG scale. VMIG ratings with liquidity support use as an input the short-term
counterparty risk assessment of the support provider, or the long-term rating of the underlying obligor in the absence of third party
liquidity support. Transitions of VMIG ratings of demand obligations with conditional liquidity support differ from transitions on the
Prime scale to reflect the risk that external liquidity support will terminate if the issuer&#8217;s long-term rating drops below investment
grade.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>VMIG 1:</B></FONT>
This designation denotes superior credit quality. Excellent protection is afforded by the superior short-term credit strength of the liquidity
provider and structural and legal protections that ensure the timely payment of purchase price upon demand.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>VMIG 2:</B></FONT>
This designation denotes strong credit quality. Good protection is afforded by the strong short-term credit strength of the liquidity
provider and structural and legal protections that ensure the timely payment of purchase price upon demand.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>VMIG 3:</B></FONT>
This designation denotes acceptable credit quality. Adequate protection is afforded by the satisfactory short-term credit strength of
the liquidity provider and structural and legal protections that ensure the timely payment of purchase price upon demand.</P>


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<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>SG:</B></FONT>
This designation denotes speculative-grade credit quality. Demand features rated in this category may be supported by a liquidity provider
that does not have a sufficiently strong short-term rating or may lack the structural or legal protections necessary to ensure the timely
payment of purchase price upon demand.</P>

<P STYLE="font: bold 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0">S&amp;P GLOBAL RATINGS (&#8220;S&amp;P&#8221;)</P>

<P STYLE="font: bold 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0">ISSUE CREDIT RATINGS DEFINITIONS</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">An S&amp;P issue credit rating is a forward-looking opinion about the
creditworthiness of an obligor with respect to a specific financial obligation, a specific class of financial obligations, or a specific
financial program (including ratings on medium-term note programs and commercial paper programs). It takes into consideration the creditworthiness
of guarantors, insurers, or other forms of credit enhancement on the obligation and takes into account the currency in which the obligation
is denominated. The opinion reflects S&amp;P&#8217;s view of the obligor's capacity and willingness to meet its financial commitments
as they come due, and may assess terms, such as collateral security and subordination, which could affect ultimate payment in the event
of default.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">Issue credit ratings can be either long-term or short-term. Short-term
issue credit ratings are generally assigned to those obligations considered short-term in the relevant market. Short-term issue credit
ratings are also used to indicate the creditworthiness of an obligor with respect to put features on long-term obligations. Medium-term
notes are assigned long-term ratings.</P>

<P STYLE="font: bold 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0">LONG-TERM ISSUE CREDIT RATINGS:</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">Issue credit ratings are based, in varying degrees, on S&amp;P&#8217;s
analysis of the following considerations:</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Symbol">&middot;</FONT> Likelihood of payment&#8212;capacity
and willingness of the obligor to meet its financial commitment on an obligation in accordance with the terms of the obligation;</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Symbol">&middot;</FONT> Nature of and provisions
of the financial obligation and the promise that it is imputed; and</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Symbol">&middot;</FONT> Protection afforded
by, and relative position of, the financial obligation in the event of bankruptcy, reorganization, or other arrangement under the laws
of bankruptcy and other laws affecting creditors' rights.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">Issue ratings are an assessment of default risk, but may incorporate
an assessment of relative seniority or ultimate recovery in the event of default. Junior obligations are typically rated lower than senior
obligations, to reflect the lower priority in bankruptcy, as noted above. (Such differentiation may apply when an entity has both senior
and subordinated obligations, secured and unsecured obligations, or operating company and holding company obligations.)</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>AAA:</B></FONT>
An obligation rated &#8216;AAA&#8217; has the highest rating assigned by S&amp;P. The obligor&#8217;s capacity to meet its financial commitment
on the obligation is extremely strong.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>AA:</B></FONT>
An obligation rated &#8216;AA&#8217; differs from the highest-rated obligors only to a small degree. The obligor&#8217;s capacity to meet
its financial commitments on the obligation is very strong.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>A:</B></FONT>
An obligation rated &#8216;A&#8217; is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions
than obligations in higher-rated categories. However, the obligor&#8217;s capacity to meet its financial commitments on the obligation
is still strong.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>BBB:</B></FONT>
An obligation rated &#8216;BBB&#8217; exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances
are more likely to weaken the obligor&#8217;s capacity to meet its financial commitments on the obligation.</P>

<P STYLE="font: bold 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0">BB, B, CCC, CC and C</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">Obligations rated &#8216;BB&#8217;, &#8216;B&#8217;, &#8216;CCC&#8217;,
&#8216;CC&#8217;, and &#8216;C&#8217; are regarded as having significant speculative characteristics. &#8216;BB&#8217; indicates the least
degree of speculation and &#8216;C&#8217; the highest. While such obligations will likely have some quality and protective characteristics,
these may be outweighed by large uncertainties or major exposures to adverse conditions.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>BB:</B></FONT>
An obligation rated &#8216;BB&#8217; is less vulnerable to non-payment than other speculative issues. However, it faces major ongoing
uncertainties or exposure to adverse business, financial, or economic conditions that could lead to the obligor&#8217;s inadequate capacity
to meet its financial commitment on the obligation.</P>


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<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>B:</B></FONT>
An obligation rated &#8216;B&#8217; is more vulnerable to nonpayment than obligations rated &#8216;BB&#8217;, but the obligor currently
has the capacity to meet its financial commitment on the obligation. Adverse business, financial or economic conditions will likely impair
the obligor&#8217;s capacity or willingness to meet its financial commitment on the obligation.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>CCC:</B></FONT>
An obligation rated &#8216;CCC&#8217; is currently vulnerable to nonpayment, and is dependent upon favorable business, financial, and
economic conditions for the obligor to meet its financial commitments on the obligation. In the event of adverse business, financial or,
economic conditions, the obligor is not likely to have the capacity to meet its financial commitment on the obligation.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>CC:</B></FONT>
An obligation rated &#8216;CC&#8217; is currently highly vulnerable to nonpayment. The 'CC' rating is used when a default has not yet
occurred, but S&amp;P expects default to be a virtual certainty, regardless of the anticipated time to default.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>C:</B></FONT>
An obligation rated 'C' is currently highly vulnerable to nonpayment, and the obligation is expected to have lower relative seniority
or lower ultimate recovery compared to obligations that are rated higher<FONT STYLE="font-size: 8pt">.</FONT></P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>D:</B></FONT>
An obligation rated 'D' is in default or in breach of an imputed promise. For non-hybrid capital instruments, the 'D' rating category
is used when payments on an obligation are not made on the date due, unless S&amp;P believes that such payments will be made within five
business days in the absence of a stated grace period or within the earlier of the stated grace period or 30 calendar days. The 'D' rating
also will be used upon the filing of a bankruptcy petition or the taking of similar action and where default on an obligation is a virtual
certainty, for example due to automatic stay provisions. An obligation's rating is lowered to 'D' if it is subject to a distressed exchange
offer.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>NR:</B></FONT>
This indicates that a rating has not been assigned or is no longer assigned.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>Plus (+)
or Minus (-):</B></FONT> The ratings from &#8216;AA&#8217; to&#8217; CCC&#8217; may be modified by the addition of a plus (+) or minus
(-) sign to show relative standing within the major rating categories.</P>

<P STYLE="font: bold 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0">SHORT-TERM ISSUE CREDIT RATINGS</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>A-1:</B></FONT>
A short-term obligation rated &#8216;A-1&#8217; is rated in the highest category by S&amp;P. The obligor&#8217;s capacity to meet its
financial commitment on the obligation is strong. Within this category, certain obligations are designated with a plus sign (+). This
indicates that the obligor&#8217;s capacity to meet its financial commitments on the obligation is extremely strong.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>A-2:</B></FONT>
A short-term obligation rated &#8216;A-2&#8217; is somewhat more susceptible to the adverse effects of changes in circumstances and economic
conditions than obligations in higher rating categories. However, the obligor&#8217;s capacity to meet its financial commitment on the
obligation is satisfactory.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>A-3:</B></FONT>
A short-term obligation rated &#8216;A-3&#8217; exhibits adequate protection parameters. However, adverse economic conditions or changing
circumstances are more likely to weaken an obligor&#8217;s capacity to meet its financial commitment on the obligation.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>B:</B></FONT>
A short-term obligation rated &#8216;B&#8217; is regarded as vulnerable and has significant speculative characteristics. The obligor currently
has the capacity to meet its financial commitments; however, it faces major ongoing uncertainties which could lead to the obligor's inadequate
capacity to meet its financial commitments<FONT STYLE="font-family: AmasisMT,serif; font-size: 8pt">.</FONT></P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>C:</B></FONT>
A short-term obligation rated &#8216;C&#8217; is currently vulnerable to nonpayment and is dependent upon favorable business, financial
and economic conditions for the obligor to meet its financial commitments on the obligation.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>D:</B></FONT>
A short-term obligation rated 'D' is in default or in breach of an imputed promise. For non-hybrid capital instruments, the 'D' rating
category is used when payments on an obligation are not made on the date due, unless S&amp;P believes that such payments will be made
within any stated grace period. However, any stated grace period longer than five business days will be treated as five business days.
The 'D' rating also will be used upon the filing of a bankruptcy petition or the taking of a similar action and where default on an obligation
is a virtual certainty, for example due to automatic stay provisions. A rating on an obligation is lowered to 'D' if it is subject to
a distressed exchange offer.</P>


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<P STYLE="font: bold 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0">ISSUER CREDIT RATINGS DEFINITIONS</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">S&amp;P&#8217;s issuer credit rating is a forward-looking opinion about
an obligor's overall creditworthiness. This opinion focuses on the obligor's capacity and willingness to meet its financial commitments
as they come due. It does not apply to any specific financial obligation, as it does not take into account the nature of and provisions
of the obligation, its standing in bankruptcy or liquidation, statutory preferences, or the legality and enforceability of the obligation.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">Sovereign credit ratings are forms of issuer credit ratings.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">Issuer credit ratings can be either long-term or short-term.</P>

<P STYLE="font: bold 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0">LONG-TERM ISSUER CREDIT RATINGS</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>AAA:</B></FONT>
An obligor rated &#8216;AAA&#8217; has extremely strong capacity to meet its financial commitments. &#8216;AAA&#8217; is the highest issuer
credit rating assigned by S&amp;P.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>AA:</B></FONT>
An obligor rated &#8216;AA&#8217; has very strong capacity to meet its financial commitments. It differs from the highest-rated obligors
only to a small degree.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>A:</B></FONT>
An obligor rated &#8216;A&#8217; has strong capacity to meet its financial commitments but is somewhat more susceptible to the adverse
effects of changes in circumstances and economic conditions than obligors in higher-rated categories.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>BBB:</B></FONT>
An obligor rated &#8216;BBB&#8217; has adequate capacity to meet its financial commitments. However, adverse economic conditions or changing
circumstances are more likely to weaken the obligor&#8217;s capacity to meet its financial commitments.</P>

<P STYLE="font: bold 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0">BB, B, CCC and CC</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">Obligors rated &#8216;BB&#8217;, &#8216;B&#8217;, &#8216;CCC&#8217;,
and &#8216;CC&#8217; are regarded as having significant speculative characteristics. &#8216;BB&#8217; indicates the least degree of speculation
and &#8216;CC&#8217; the highest. While such obligors will likely have some quality and protective characteristics, these may be outweighed
by large uncertainties or major exposure to adverse conditions.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>BB:</B></FONT>
An obligor &#8216;BB&#8217; is less vulnerable in the near term than other lower-rated obligors. However, it faces major ongoing uncertainties
and exposure to adverse business, financial, or economic conditions that could lead to the obligor&#8217;s inadequate capacity to meet
its financial commitments.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>B:</B></FONT>
An obligor rated &#8216;B&#8217; is more vulnerable than the obligors rated &#8216;BB&#8217;, but the obligor currently has the capacity
to meet its financial commitments. Adverse business, financial, or economic conditions will likely impair the obligor&#8217;s capacity
or willingness to meets its financial commitments.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>CCC:</B></FONT>
An obligor rated &#8216;CCC&#8217; is currently vulnerable, and is dependent upon favorable business, financial, and economic conditions
to meet its financial commitments.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>CC:</B></FONT>
An obligor rated &#8216;CC&#8217; is currently highly vulnerable. The 'CC' rating is used when a default has not yet occurred, but S&amp;P
expects default to be a virtual certainty, regardless of the anticipated time to default.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: NewsGoth Dm BT,sans-serif">SD and D</FONT><FONT STYLE="font-family: AmasisMT,serif; font-size: 8pt">:
</FONT>An obligor is rated 'SD' (selective default) or 'D' if S&amp;P considers there to be a default on one or more of its financial
obligations, whether long -or short-term, including rated and unrated financial obligations but excluding hybrid instruments classified
as regulatory capital or in non-payment according to terms. A 'D' rating is assigned when S&amp;P believes that the default will be a
general default and that the obligor will fail to pay all or substantially all of its obligations as they come due. An 'SD' rating is
assigned when S&amp;P believes that the obligor has selectively defaulted on a specific issue or class of obligations but it will continue
to meet its payment obligations on other issues or classes of obligations in a timely manner. A rating on an obligor is lowered to 'D'
or 'SD' if it is conducting a distressed exchange offer.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>NR:</B></FONT>
Indicates that a rating has not been assigned or is no longer assigned.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>Plus (+)
or Minus (-):</B></FONT> The ratings from &#8216;AA&#8217; to&#8217; CCC&#8217; may be modified by the addition of a plus (+) or minus
(-) sign to show relative standing within the major rating categories.</P>


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<P STYLE="font: bold 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0">SHORT-TERM ISSUER CREDIT RATINGS</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>A-1:</B></FONT>
An obligor rated &#8216;A-1&#8217; has strong capacity to meet its financial commitments. It is rated in the highest category by S&amp;P.
Within this category, certain obligors are designated with a plus sign (+). This indicates that the obligor&#8217;s capacity to meet its
financial commitments is extremely strong.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>A-2:</B></FONT>
An obligor rated &#8216;A-2&#8217; has satisfactory capacity to meet its financial commitments. However, it is somewhat more susceptible
to the adverse effects of changes in circumstances and economic conditions than obligors in the highest rating category.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>A-3:</B></FONT>
An obligor rated &#8216;A-3&#8217; has adequate capacity to meet its financial obligations. However, adverse economic conditions or changing
circumstances are more likely to weaken the obligor&#8217;s capacity to meet its financial commitments.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>B:</B></FONT>
An obligor rated &#8216;B&#8217; is regarded as vulnerable and has significant speculative characteristics. The obligor currently has
the capacity to meet its financial commitments; however, it faces major ongoing uncertainties which could lead to the obligor&#8217;s
inadequate capacity to meet its financial commitments.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>C:</B></FONT>
An obligor rated 'C' is currently vulnerable to nonpayment that would result in a 'SD' or 'D' issuer rating, and is dependent upon favorable
business, financial, and economic conditions for it to meet its financial commitments.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>SD and D:</B></FONT>
An obligor is rated 'SD' (selective default) or 'D' if S&amp;P considers there to be a default on one or more of its financial obligations,
whether long- or short-term, including rated and unrated obligations but excluding hybrid instruments classified as regulatory capital
or in nonpayment according to term. An obligor is considered in default unless S&amp;P believes that such payments will be made within
any stated grace period. However, any stated grace period longer than five business days will be treated as five business days. A 'D'
rating is assigned when S&amp;P believes that the default will be a general default and that the obligor will fail to pay all or substantially
all of its obligations as they come due. An 'SD' rating is assigned when S&amp;P believes that the obligor has selectively defaulted on
a specific issue or class of obligations, excluding hybrid instruments classified as regulatory capital, but it will continue to meet
its payment obligations on other issues or classes of obligations in a timely manner. An obligor's rating is lowered to 'D' or 'SD' if
it is conducting a distressed exchange offer.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>NR: </B></FONT>Indicates
that a rating has not been assigned or is no longer assigned.</P>

<P STYLE="font: bold 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0">MUNICIPAL SHORT-TERM NOTE RATINGS</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>SHORT-TERM
NOTES:</B></FONT> An S&amp;P U.S. municipal note rating reflects S&amp;P opinions about the liquidity factors and market access risks
unique to notes. Notes due in three years or less will likely receive a note rating. Notes with an original maturity of more than three
years will most likely receive a long-term debt rating. In determining which type of rating, if any, to assign, S&amp;P&#8217;s analysis
will review the following considerations: Amortization schedule--the larger the final maturity relative to other maturities, the more
likely it will be treated as a note; and Source of payment--the more dependent the issue is on the market for its refinancing, the more
likely it will be treated as a note.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">Municipal Short-Term Note rating symbols are as follows:</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>SP-1:</B></FONT>
Strong capacity to pay principal and interest. An issue determined to possess a very strong capacity to pay debt will be given a plus
(+) designation.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>SP-2:</B></FONT>
Satisfactory capacity to pay principal and interest, with some vulnerability to adverse financial and economic changes over the term of
the notes.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>SP-3:</B></FONT>
Speculative capacity to pay principal and interest.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: NewsGoth Dm BT,sans-serif">D: </FONT>&#8216;D&#8217;
is assigned upon failure to pay the note when due, completion of a distressed exchange offer, or the filing of a bankruptcy petition or
the taking of similar action and where default on an obligation is a virtual certainty, for example due to automatic stay provisions.</P>


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<P STYLE="font: bold 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0">FITCH RATINGS</P>

<P STYLE="font: bold 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0">LONG-TERM CREDIT RATINGS</P>

<P STYLE="font: bold 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0">Issuer Default Ratings</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>AAA: Highest
credit quality</B></FONT>. &#8216;AAA&#8217; ratings denote the lowest expectation of default risk. They are assigned only in case of
exceptionally strong capacity for payment of financial commitments. The capacity is highly unlikely to be adversely affected by foreseeable
events.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>AA: Very
high credit quality</B></FONT>. &#8216;AA&#8217; ratings denote expectations of very low default risk. They indicate very strong capacity
for payment of financial commitments. This capacity is not significantly vulnerable to foreseeable events.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>A: High credit
quality</B></FONT>. &#8216;A&#8217; ratings denote expectations of low default risk. The capacity for payment of financial commitments
is considered strong. The capacity may, nevertheless, be more vulnerable to changes in circumstances or in economic conditions than is
the case for higher ratings.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>BBB: Good
credit quality.</B></FONT> 'BBB' ratings indicate that expectations of default risk are currently low. The capacity for payment of financial
commitments is considered adequate but adverse business or economic conditions are more likely to impair this capacity.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>BB: Speculative.</B></FONT>
'BB' ratings indicate an elevated vulnerability to default risk, particularly in the event of adverse changes in business or economic
conditions over time; however, business or financial flexibility exist that supports the servicing of financial commitments.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>B: Highly
speculative.</B></FONT> B' ratings indicate that material default risk is present, but a limited margin of safety remains. Financial commitments
are currently being met; however, capacity for continued payment is vulnerable to deterioration in the business and economic environment.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>CCC: Substantial
credit risk.</B></FONT> Default is a real possibility.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>CC: Very
high levels of credit risk.</B></FONT> Default of some kind appears probable.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>C: Near default.</B></FONT>
A default or default-like process has begun, or the issuer is in standstill, or for a closed funding vehicle, payment capacity is irrevocably
impaired. Conditions that are indicative of a &#8216;C&#8217; category rating for an issuer include:</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">&#8226; The issuer has entered into a grace or cure period following
non-payment of a material financial obligation;</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">&#8226; The issuer had entered into a temporary negotiated waiver or
standstill agreement following a payment default on a material financial obligation;</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">&#8226; The formal announcement by the issuer or their agent of distressed
debt exchange;</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">&#8226; A closed financing vehicle where payment capacity is irrevocably
impaired such that it is not expected to pay interest and/or principal in full during the life of the transaction, but where no payment
default is imminent.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>RD: Restricted
Default.</B></FONT> &#8216;RD&#8217; ratings indicate an issuer that in Fitch&#8217;s opinion has experienced:</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">&#8226; An unsecured payment default or distressed debt exchange on
a bond, loan or other material financial obligation, but</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">&#8226; Has not entered into bankruptcy filings, administration, receivership,
liquidation, or other formal winding-up procedure, and</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">&#8226; Has not otherwise ceased operating.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">This would include:</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">&#8226; The selective payment default on specific class or currency
of debt;</P>


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<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">&#8226; The uncured expiry of any applicable grace period, cure period
or default forbearance period following a payment default on a bank loan, capital markets security or other material financial obligation;</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">&#8226; The extension of multiple waivers of forbearance periods upon
a payment default on one or more material financial obligations, either in series or in parallel; ordinary execution of a distressed debt
exchange on one or more material financial obligations.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>D: Default.</B></FONT>
&#8216;D&#8217; ratings indicate an issuer that in Fitch&#8217;s opinion has entered into bankruptcy filings, administration, receivership,
liquidation or other formal winding-up procedure or that has otherwise ceased business.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">&#8226; Default ratings are not assigned prospectively to entities or
their obligations; within this context, non-payment on an instrument that contains a deferral feature or grace period will generally not
be considered a default until after the expiration of the deferral or grace period, unless a default is otherwise driven by bankruptcy
or other similar circumstance, or by a distressed debt exchange.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">&#8226; In all cases, the assignment of default rating reflects the
agency&#8217;s opinion as to the most appropriate rating category consistent with the rest of its universe of ratings and may differ from
the definition of default under the terms of an issuer&#8217;s financial obligations or local commercial practice.</P>

<P STYLE="font: bold 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0">Notes to Long-Term ratings:</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">The modifiers &#8220;+&#8221; or &#8220;-&#8221; may be appended to
a rating to denote relative status within major rating categories. Such suffixes are not added to the &#8216;AAA&#8217; Long-Term IDR
category, or to Long-Term IDR categories below &#8216;B&#8217;.</P>

<P STYLE="font: bold 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0">Short-Term Credit Ratings Assigned to Issuers and Obligations</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">A short-term issuer or obligation rating is based in all cases on the
short-term vulnerability to default of the rated entity and relates to the capacity to meet financial obligations in accordance with the
documentation governing the relevant obligation. Short-Term Ratings are assigned to obligations whose initial maturity is viewed as &#8220;short
term&#8221; based on market convention. Typically, this means up to 13 months for corporate, sovereign, and structured obligations, and
up to 36 months for obligations in U.S. public finance markets.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>F1: Highest
short-term credit quality</B></FONT><B>. </B>Indicates the strongest intrinsic capacity for timely payment of financial commitments; may
have an added &#8220;+&#8221; to denote any exceptionally strong credit feature.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>F2: Good
short-term credit quality</B></FONT>. Good intrinsic capacity for timely payment of financial commitments.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>F3: Fair
short-term credit quality</B></FONT>. The intrinsic capacity for timely payment of financial commitments is adequate.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>B: Speculative
short-term credit quality</B></FONT>. Minimal capacity for timely payment of financial commitments, plus heightened vulnerability to near
term adverse changes in financial and economic conditions.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>C: High short-term
default risk.</B></FONT> Default is a real possibility.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>RD: Restricted
default.</B></FONT> Indicates an entity that has defaulted on one or more of its financial commitments, although it continues to meet
other financial obligations. Typically applicable to entity ratings only.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>D:</B></FONT>
Indicates a broad-based default event for an entity, or the default of a short-term obligation.</P>

<P STYLE="font: bold 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0">DESCRIPTION OF INSURANCE FINANCIAL STRENGTH RATINGS</P>

<P STYLE="font: bold 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0">Moody&#8217;s Investors Service, Inc. Insurance Financial Strength
Ratings</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">Moody&#8217;s Insurance Financial Strength Ratings are opinions of the
ability of insurance companies to repay punctually senior policyholder claims and obligations and also reflect the expected financial
loss suffered in the event of default.</P>

<P STYLE="font: bold 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0">S&amp;P Insurer Financial Strength Ratings</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">An S&amp;P insurer financial strength rating is a forward-looking opinion
about the financial security characteristics of an insurance organization with respect to its ability to pay under its insurance policies
and contracts in accordance with their terms. Insurer financial strength ratings are also assigned to health maintenance organizations
and similar health plans with respect to their ability to pay under their policies and contracts in accordance with their terms.</P>


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<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">This opinion is not specific to any particular policy or contract, nor
does it address the suitability of a particular policy or contract for a specific purpose or purchaser. Furthermore, the opinion does
not take into account deductibles, surrender or cancellation penalties, timeliness of payment, nor the likelihood of the use of a defense
such as fraud to deny claims.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">Insurer financial strength ratings do not refer to an organization's
ability to meet nonpolicy (i.e., debt) obligations. Assignment of ratings to debt issued by insurers or to debt issues that are fully
or partially supported by insurance policies, contracts, or guarantees is a separate process from the determination of insurer financial
strength ratings, and it follows procedures consistent with those used to assign an issue credit rating. An insurer financial strength
rating is not a recommendation to purchase or discontinue any policy or contract issued by an insurer.</P>

<P STYLE="font: bold 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0">Long-Term Insurer Financial Strength Ratings</P>

<P STYLE="font: bold 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0">Category Definition</P>

<P STYLE="font: bold 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0">AAA</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">An insurer rated 'AAA' has extremely strong financial security characteristics.
'AAA' is the highest insurer financial strength rating assigned by S&amp;P.</P>

<P STYLE="font: bold 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0">AA</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">An insurer rated 'AA' has very strong financial security characteristics,
differing only slightly from those rated higher.</P>

<P STYLE="font: bold 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0">A</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">An insurer rated 'A' has strong financial security characteristics,
but is somewhat more likely to be affected by adverse business conditions than are insurers with higher ratings.</P>

<P STYLE="font: bold 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0">BBB</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">An insurer rated 'BBB' has good financial security characteristics,
but is more likely to be affected by adverse business conditions than are higher-rated insurers.</P>

<P STYLE="font: bold 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0">BB, B, CCC and CC</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">An insurer rated 'BB' or lower is regarded as having vulnerable characteristics
that may outweigh its strengths. 'BB' indicates the least degree of vulnerability within the range and 'CC' the highest.</P>

<P STYLE="font: bold 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0">BB</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">An insurer rated 'BB' has marginal financial security characteristics.
Positive attributes exist, but adverse business conditions could lead to insufficient ability to meet financial commitments.</P>

<P STYLE="font: bold 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0">B</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">An insurer rated 'B' has weak financial security characteristics. Adverse
business conditions will likely impair its ability to meet financial commitments.</P>

<P STYLE="font: bold 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0">CCC</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">An insurer rated 'CCC' has very weak financial security characteristics,
and is dependent on favorable business conditions to meet financial commitments.</P>

<P STYLE="font: bold 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0">CC</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">An insurer rated 'CC' has extremely weak financial security characteristics
and is likely not to meet some of its financial commitments.</P>

<P STYLE="font: bold 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0">SD or D</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">An insurer rated 'SD' (selective default) or 'D' is in default on
one or more of its insurance policy obligations. The 'D' rating also will be used upon the filing of a bankruptcy petition or the
taking of similar action if payments on a policy obligation are at risk. A 'D' rating is assigned when S&amp;P believes that the
default will be a general default and that the obligor will fail to pay substantially all of its obligations in full in accordance
with the policy terms. An 'SD' rating is assigned when S&amp;P believes that the insurer has selectively defaulted on a specific
class of policies but it will continue to meet its payment obligations on other classes of obligations. A selective default includes
the completion of a distressed exchange offer. Claim denials due to lack of coverage or other legally permitted defenses are not
considered defaults.</P>

<P STYLE="font: bold 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0"></P>

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<P STYLE="font: bold 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0">NR: <FONT STYLE="font-family: NewsGoth Lt BT,sans-serif">Indicates
that a rating has not been assigned or is no longer assigned.</FONT></P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>Plus (+)
or Minus (-):</B></FONT> The ratings from &#8216;AA&#8217; to&#8217; CCC&#8217; may be modified by the addition of a plus (+) or minus
(-) sign to show relative standing within the major rating categories.</P>

<P STYLE="font: bold 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0">Fitch Insurer Financial Strength Rating</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">The Insurer Financial Strength (IFS) Rating provides an assessment of
the financial strength of an insurance organization. The IFS Rating is assigned to the insurance company's policyholder obligations, including
assumed reinsurance obligations and contract holder obligations, such as guaranteed investment contracts. The IFS Rating reflects both
the ability of the insurer to meet these obligations on a timely basis, and expected recoveries received by claimants in the event the
insurer stops making payments or payments are interrupted, due to either the failure of the insurer or some form of regulatory intervention.
In the context of the IFS Rating, the timeliness of payments is considered relative to both contract and/or policy terms but also recognizes
the possibility of reasonable delays caused by circumstances common to the insurance industry, including claims reviews, fraud investigations
and coverage disputes.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">The IFS Rating does not encompass policyholder obligations residing
in separate accounts, unit-linked products or segregated funds, for which the policyholder bears investment or other risks. However, any
guarantees provided to the policyholder with respect to such obligations are included in the IFS Rating.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">Expected recoveries are based on the agency's assessments of the sufficiency
of an insurance company's assets to fund policyholder obligations, in a scenario in which payments have ceased or been interrupted. Accordingly,
expected recoveries exclude the impact of recoveries obtained from any government sponsored guaranty or policyholder protection funds.
Expected recoveries also exclude the impact of collateralization or security, such as letters of credit or trusteed assets, supporting
select reinsurance obligations.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">IFS Ratings can be assigned to insurance and reinsurance companies in
any insurance sector, including the life &amp; annuity, non-life, property/casualty, health, mortgage, financial guaranty, residual value
and title insurance sectors, as well as to managed care companies such as health maintenance organizations.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">The IFS Rating uses the same symbols used by the agency for its International
and National credit ratings of long-term or short-term debt issues. However, the definitions associated with the ratings reflect the unique
aspects of the IFS Rating within an insurance industry context.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">Obligations for which a payment interruption has occurred due to either
the insolvency or failure of the insurer or some form of regulatory intervention will generally be rated between 'B' and 'C' on the Long-Term
IFS Rating scales (both International and National). International Short-Term IFS Ratings assigned under the same circumstances will align
with the insurer's International Long-Term IFS Ratings.</P>


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<P STYLE="font: bold 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0.25in 3pt 0; text-align: right">APPENDIX B</P>

<P STYLE="font: bold 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0; text-align: center">Eaton Vance Funds</P>

<P STYLE="font: bold 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0; text-align: center">Proxy Voting Policy and Procedures</P>

<P STYLE="font: bold 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0">I.&#8194; &#8194;Overview</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">The Boards of Trustees (the &#8220;Board&#8221;) of the Eaton Vance
Funds<FONT STYLE="font-family: Arial Narrow, Helvetica, Sans-Serif; font-size: 9pt"><SUP>1</SUP></FONT> have determined that it is in
the interests of the Funds&#8217; shareholders to adopt these written proxy voting policy and procedures (the &#8220;Policy&#8221;). For
purposes of this Policy:</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin-top: 0; margin-bottom: 0"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.25in"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Symbol">&middot;</FONT></TD><TD>&#8220;Fund&#8221; means each registered investment company sponsored by the Eaton Vance organization; and</TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin-top: 0; margin-bottom: 0"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.25in"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Symbol">&middot;</FONT></TD><TD>&#8220;Adviser&#8221; means the adviser or sub-adviser responsible for the day-to-day management of all or a portion of the Fund&#8217;s
assets.</TD></TR></TABLE>

<P STYLE="font: bold 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0">II.&#8194; &#8194;Delegation of Proxy Voting Responsibilities</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">The Board hereby delegates to the Adviser responsibility for voting
the Fund&#8217;s proxies as described in this Policy. In this connection, the Adviser is required to provide the Board with a copy of
its proxy voting policies and procedures (&#8220;Adviser Procedures&#8221;) and all Fund proxies will be voted in accordance with the
Adviser Procedures, provided that in the event a material conflict of interest arises with respect to a proxy to be voted for the Fund
(as described in Section IV below) the Adviser shall follow the process for voting such proxy as described in Section IV below.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">The Adviser is required to report any material change to the Adviser
Procedures to the Board in the manner set forth in Section V below. In addition, the Board will review the Adviser Procedures annually.</P>

<P STYLE="font: bold 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0">III.&#8194; &#8194;Delegation of Proxy Voting Disclosure Responsibilities</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">Pursuant to Rule 30b1-4 promulgated under the Investment Company Act
of 1940, as amended (the &#8220;1940 Act&#8221;), the Fund is required to file Form N-PX no later than August 31st of each year. On Form
N-PX, the Fund is required to disclose, among other things, information concerning proxies relating to the Fund&#8217;s portfolio investments,
whether or not the Fund (or its Adviser) voted the proxies relating to securities held by the Fund and how it voted on the matter and
whether it voted for or against management.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">To facilitate the filing of Form N-PX for the Fund:</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin-top: 0; margin-bottom: 0"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.25in"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Symbol">&middot;</FONT></TD><TD>The Adviser is required to record, compile and transmit in a timely manner all data required to be filed on Form N-PX for the Fund
that it manages. Such data shall be transmitted to Eaton Vance Management, which acts as administrator to the Fund (the &#8220;Administrator&#8221;)
or the third party service provider designated by the Administrator; and</TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin-top: 0; margin-bottom: 0"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.25in"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Symbol">&middot;</FONT></TD><TD>the Administrator is required to file Form N-PX on behalf of the Fund with the Securities and Exchange Commission (&#8220;Commission&#8221;)
as required by the 1940 Act. The Administrator may delegate the filing to a third party service party provided each such filing is reviewed
and approved by the Administrator.</TD></TR></TABLE>

<P STYLE="font: bold 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0">IV.&#8194; &#8194;Conflicts of Interest</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">The Board expects the Adviser, as a fiduciary to the Fund it manages,
to put the interests of the Fund and its shareholders above those of the Adviser. When required to vote a proxy for the Fund, the Adviser
may have material business relationships with the issuer soliciting the proxy that could give rise to a potential material conflict of
interest for the Adviser.<FONT STYLE="font-family: Arial Narrow, Helvetica, Sans-Serif; font-size: 9pt"><SUP>2</SUP></FONT> In the event
such a material conflict of interest arises, the Adviser, to the extent it is aware or reasonably should have been aware of the material
conflict, will refrain from voting any proxies related to companies giving rise to such material conflict until it notifies and consults
with the appropriate Board, or any committee, sub-committee or group of Independent Trustees identified by the Board (as long as such
committee, sub-committee or group contains at least two or more Independent Trustees) (the &#8220;Board Members&#8221;), concerning the
material conflict.<FONT STYLE="font-family: Arial Narrow, Helvetica, Sans-Serif; font-size: 9pt"><SUP>3</SUP></FONT> For ease of communicating
with the Board Members, the Adviser is required to provide the foregoing notice to the Fund&#8217;s Chief Legal Officer who will then
notify and facilitate a consultation with the Board Members.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">Once the Board Members have been notified of the material conflict:&#9;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin-top: 0; margin-bottom: 0"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.25in"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Symbol">&middot;</FONT></TD><TD>They shall convene a meeting to review and consider all relevant materials related to the proxies involved. This meeting shall be
convened within 3 business days, provided that it an effort will be made to convene the meeting sooner if the proxy must be voted in less
than 3 business days;</TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin-top: 0; margin-bottom: 0"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.25in"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Symbol">&middot;</FONT></TD><TD>In considering such proxies, the Adviser shall make available all materials requested by the Board Members and make reasonably available
appropriate personnel to discuss the matter upon request.</TD></TR></TABLE>


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<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin-top: 0; margin-bottom: 0"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.25in"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Symbol">&middot;</FONT></TD><TD>The Board Members will then instruct the Adviser on the appropriate course of action with respect to the proxy at issue.</TD></TR></TABLE>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">If the Board Members are unable to meet and the failure to vote a proxy
would have a material adverse impact on the Fund(s) involved, the Adviser will have the right to vote such proxy, provided that it discloses
the existence of the material conflict to the Chairperson of the Board as soon as practicable and to the Board at its next meeting. Any
determination regarding the voting of proxies of the Fund that is made by the Board Members shall be deemed to be a good faith determination
regarding the voting of proxies by the full Board.</P>

<P STYLE="font: bold 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0">V.&#8194; &#8194; Reports and Review</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">The Administrator shall make copies of each Form N-PX filed on behalf
of the Fund available for the Boards&#8217; review upon the Boards&#8217; request. The Administrator (with input from the Adviser for
the Fund) shall also provide any reports reasonably requested by the Board regarding the proxy voting records of the Fund.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">The Adviser shall report any material changes to the Adviser Procedures
to the Board as soon as practicable and the Boards will review the Adviser Procedures annually.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">The Adviser also shall report any material changes to the Adviser Procedures
to the Fund Chief Legal Officer prior to implementing such changes in order to enable the Administrator to effectively coordinate the
Fund&#8217;s disclosure relating to the Adviser Procedures.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">To the extent requested by the Commission, the Policy and the Adviser
Procedures shall be appended to the Fund&#8217;s statement of additional information included in its registration statement.</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 9pt/10pt Arial Narrow, Helvetica, Sans-Serif; margin-top: 3pt; margin-bottom: 3pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 0.25in">_____________________</TD><TD></TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 9pt/10pt Arial Narrow, Helvetica, Sans-Serif; margin-top: 3pt; margin-bottom: 3pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Arial Narrow, Helvetica, Sans-Serif"><SUP>1</SUP></FONT></TD><TD>The Eaton Vance Funds may be organized as trusts or corporations. For ease of reference, the Funds may be referred to herein as Trusts
and the Funds&#8217; Board of Trustees or Board of Directors may be referred to collectively herein as the Board.</TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 9pt/10pt Arial Narrow, Helvetica, Sans-Serif; margin-top: 3pt; margin-bottom: 3pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Arial Narrow, Helvetica, Sans-Serif"><SUP>2</SUP></FONT></TD><TD>An Adviser is expected to maintain a process for identifying a potential material conflict of interest. As an example only, such potential
conflicts may arise when the issuer is a client of the Adviser and generates a significant amount of fees to the Adviser or the issuer
is a distributor of the Adviser&#8217;s products.</TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 9pt/10pt Arial Narrow, Helvetica, Sans-Serif; margin-top: 3pt; margin-bottom: 3pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Arial Narrow, Helvetica, Sans-Serif"><SUP>3</SUP></FONT></TD><TD>If a material conflict of interest exists with respect to a particular proxy and the proxy voting procedures of the relevant Adviser
require that proxies are to be voted in accordance with the recommendation of a third party proxy voting vendor, the requirements of this
Section IV shall only apply if the Adviser intends to vote such proxy in a manner inconsistent with such third party recommendation.</TD></TR></TABLE>


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<P STYLE="font: bold 12pt Arial, Helvetica, Sans-Serif; margin: 3pt 0">&nbsp;</P>

<P STYLE="font: bold 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0; text-align: center">EATON VANCE MANAGEMENT</P>

<P STYLE="font: bold 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0; text-align: center">BOSTON MANAGEMENT AND RESEARCH</P>

<P STYLE="font: bold 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0; text-align: center"> EATON VANCE WATEROAK ADVISORS </P>

<P STYLE="font: bold 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0; text-align: center">&nbsp;</P>

<P STYLE="font: bold 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0; text-align: center">EATON VANCE MANAGEMENT (INTERNATIONAL) LIMITED</P>

<P STYLE="font: bold 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0; text-align: center"> EATON VANCE GLOBAL ADVISORS LIMITED </P>

<P STYLE="font: bold 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0; text-align: center">EATON VANCE ADVISERS INTERNATIONAL LTD.</P>

<P STYLE="font: bold 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0; text-align: center">PROXY VOTING POLICIES AND PROCEDURES</P>

<P STYLE="font: bold 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0">I. Introduction</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"> Eaton Vance Management, Boston Management and Research, Eaton Vance
WaterOak Advisors, Eaton Vance Management (International) Limited, Eaton Vance Global Advisors Limited and Eaton Vance Advisers International
Ltd. (each an &#8220;Adviser&#8221; and collectively the &#8220;Advisers&#8221;) have each adopted and implemented policies and procedures
that each Adviser believes are reasonably designed to ensure that proxies are voted in the best interest of clients, in accordance with
its fiduciary duties and, to the extent applicable, Rule 206(4)-6 under the Investment Advisers Act of 1940, as amended. The Advisers&#8217;
authority to vote the proxies of their clients is established by their advisory contracts or similar documentation. These proxy policies
and procedures are intended to reflect current requirements applicable to investment advisers registered with the U.S. Securities and
Exchange Commission (&#8220;SEC&#8221;). These procedures may change from time to time. </P>

<P STYLE="font: bold 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0">II. Overview</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">Each Adviser manages its clients&#8217; assets with the overriding goal
of seeking to provide the greatest possible return to such clients consistent with governing laws and the investment policies of each
client. In pursuing that goal, each Adviser seeks to exercise its clients&#8217; rights as shareholders of voting securities to support
sound corporate governance of the companies issuing those securities with the principle aim of maintaining or enhancing the companies&#8217;
economic value.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">The exercise of shareholder rights is generally done by casting votes
by proxy at shareholder meetings on matters submitted to shareholders for approval (for example, the election of directors or the approval
of a company&#8217;s stock option plans for directors, officers or employees). Each Adviser has established guidelines (&#8220;Guidelines&#8221;)
as described below and generally will utilize such Guidelines in voting proxies on behalf of its clients. The Guidelines are largely based
on those developed by the Agent (defined below) but also reflect input from the Global Proxy Group (defined below) and other Adviser investment
professionals and are believed to be consistent with the views of the Adviser on the various types of proxy proposals. These Guidelines
are designed to promote accountability of a company&#8217;s management and board of directors to its shareholders and to align the interests
of management with those of shareholders. The Guidelines provide a framework for analysis and decision making but do not address all potential
issues.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">Except as noted below, each Adviser will vote any proxies received by
a client for which it has sole investment discretion through a third-party proxy voting service (&#8220;Agent&#8221;) in accordance with
the Guidelines in a manner that is reasonably designed to eliminate any potential conflicts of interest, as described more fully below.
The Agent is currently Institutional Shareholder Services Inc. Where applicable, proxies will be voted in accordance with client-specific
guidelines or, in the case of an Eaton Vance Fund that is sub-advised, pursuant to the sub-adviser&#8217;s proxy voting policies and procedures.
Although an Adviser retains the services of the Agent for research and voting recommendations, the Adviser remains responsible for proxy
voting decisions.</P>

<P STYLE="font: bold 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0">III. Roles and Responsibilities</P>

<P STYLE="font: bold 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0 3pt 0.25in">A. Proxy Administrator</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0 3pt 0.25in">The Proxy Administrator and/or her designee coordinate the
consideration of proxies referred back to the Adviser by the Agent, and otherwise administers these Procedures. In the Proxy Administrator&#8217;s
absence, another employee of the Adviser may perform the Proxy Administrator&#8217;s responsibilities as deemed appropriate by the Global
Proxy Group. The Proxy Administrator also may designate another employee to perform certain of the Proxy Administrator&#8217;s duties
hereunder, subject to the oversight of the Proxy Administrator.</P>


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<P STYLE="font: bold 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0 3pt 0.25in">B. Agent</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0 3pt 0.25in">The Agent is responsible for coordinating with the clients&#8217;
custodians and the Advisers to ensure that all proxy materials received by the custodians relating to the portfolio securities are processed
in a timely fashion. Each Adviser shall instruct the custodian for its clients to deliver proxy ballots and related materials to the Agent.
The Agent shall vote and/or refer all proxies in accordance with the Guidelines. The Agent shall retain a record of all proxy votes handled
by the Agent. With respect to each Eaton Vance Fund memorialized therein, such record must reflect all of the information required to
be disclosed in the Fund&#8217;s Form N-PX pursuant to Rule 30b1-4 under the Investment Company Act of 1940, to the extent applicable.
In addition, the Agent is responsible for maintaining copies of all proxy statements received by issuers and to promptly provide such
materials to an Adviser upon request.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0 3pt 0.25in">Subject to the oversight of the Advisers, the Agent shall
establish and maintain adequate internal controls and policies in connection with the provision of proxy voting services to the Advisers,
including methods to reasonably ensure that its analysis and recommendations are not influenced by a conflict of interest, and shall disclose
such controls and policies to the Advisers when and as provided for herein. Unless otherwise specified, references herein to recommendations
of the Agent shall refer to those in which no conflict of interest has been identified. The Advisers are responsible for the ongoing oversight
of the Agent as contemplated by SEC Staff Legal Bulletin No. 20 (June 30, 2014) and interpretive guidance issued by the SEC in August
2019 regarding proxy voting responsibilities of investment advisers (Release Nos. IA-5325 and IC-33605). Such oversight currently may
include one or more of the following and may change from time to time:</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin-top: 0; margin-bottom: 0"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.25in"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Symbol">&middot;</FONT></TD><TD>periodic review of Agent&#8217;s proxy voting platform and reporting capabilities (including recordkeeping);</TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin-top: 0; margin-bottom: 0"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.25in"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Symbol">&middot;</FONT></TD><TD>periodic review of a sample of ballots for accuracy and correct application of the Guidelines;</TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin-top: 0; margin-bottom: 0"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.25in"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Symbol">&middot;</FONT></TD><TD>periodic meetings with Agent&#8217;s client services team;</TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin-top: 0; margin-bottom: 0"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.25in"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Symbol">&middot;</FONT></TD><TD>periodic in-person and/or web-based due diligence meetings;</TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin-top: 0; margin-bottom: 0"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.25in"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Symbol">&middot;</FONT></TD><TD>receipt and review of annual certifications received from the Agent;</TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin-top: 0; margin-bottom: 0"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.25in"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Symbol">&middot;</FONT></TD><TD>annual review of due diligence materials provided by the Agent, including review of procedures and practices regarding potential conflicts
of interests;</TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin-top: 0; margin-bottom: 0"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.25in"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Symbol">&middot;</FONT></TD><TD>periodic review of relevant changes to Agent&#8217;s business; and/or</TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin-top: 0; margin-bottom: 0"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.25in"></TD><TD STYLE="width: 0.25in"> <FONT STYLE="font-family: Symbol">&middot;</FONT> </TD><TD> periodic review of the following to the extent not included in due diligence materials provided by the Agent: (i) Agent&#8217;s
staffing, personnel and/or technology; (ii) Agent&#8217;s process for seeking timely input from issuers (<I>e.g.,</I> with respect to
proxy voting policies, methodologies and peer group construction); (iii) Agent&#8217;s process for use of third-party information; (iv)
the Agent&#8217;s policies and procedures for obtaining current and accurate information relevant to matters in its research and on which
it makes voting recommendations; and (v) Agent&#8217;s business continuity program (&#8220;BCP&#8221;) and any service/operational issues
experienced due to the enacting of Agent&#8217;s BCP. </TD></TR></TABLE>

<P STYLE="font: bold 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0 3pt 0.25in">C. Global Proxy Group</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0 3pt 0.25in">The Adviser shall establish a Global Proxy Group which is
responsible for establishing the Guidelines (described below) and reviewing such Guidelines at least annually. The Global Proxy Group
shall also review recommendations to vote proxies in a manner that is contrary to the Guidelines and when the proxy relates to a conflicted
company of the Adviser or the Agent as described below.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0 3pt 0.25in">The members of the Global Proxy Group shall include the Chief
Equity Investment Officer of Eaton Vance Management (&#8220;EVM&#8221;) and selected members of the Equity Departments of EVM and Eaton
Vance Advisers International Ltd. (&#8220;EVAIL&#8221;) and EVM&#8217;s Global Income Department. The Proxy Administrator is not a voting
member of the Global Proxy Group. Members of the Global Proxy Group may be changed from time to time at the Advisers&#8217; discretion.
Matters that require the approval of the Global Proxy Group may be acted upon by its member(s) available to consider the matter.</P>

<P STYLE="font: bold 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0">IV. Proxy Voting</P>

<P STYLE="font: bold 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0 3pt 0.25in">A. The Guidelines</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0 3pt 0.25in">The Global Proxy Group shall establish recommendations for
the manner in which proxy proposals shall be voted (the &#8220;Guidelines&#8221;). The Guidelines shall identify when ballots for specific
types of proxy proposals shall be voted<FONT STYLE="font-family: Arial Narrow, Helvetica, Sans-Serif; font-size: 9pt"><SUP>(1) </SUP></FONT>or
referred to the Adviser. The Guidelines shall address a wide variety of individual topics, including, among other matters, shareholder
voting rights, anti-takeover defenses, board structures, the election of directors, executive and director compensation, reorganizations,
mergers, issues of corporate social responsibility and other proposals affecting shareholder rights. In determining the Guidelines, the
Global Proxy Group considers the recommendations of the Agent as well as input from the Advisers&#8217; portfolio managers and analysts
and/or other internally developed or third party research.</P>


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<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0 3pt 0.25in">The Global Proxy Group shall review the Guidelines at least
annually and, in connection with proxies to be voted on behalf of the Eaton Vance Funds, the Adviser will submit amendments to the Guidelines
to the Fund Boards each year for approval.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0 3pt 0.25in">With respect to the types of proxy proposals listed below,
the Guidelines will generally provide as follows:</P>

<P STYLE="font: bold 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0 3pt 0.25in">1. Proposals Regarding Mergers and Corporate Restructurings/Disposition
of Assets/Termination/Liquidation and Mergers</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0 3pt 0.25in">The Agent shall be directed to refer proxy proposals accompanied
by its written analysis and voting recommendation to the Proxy Administrator and/or her designee for all proposals relating to Mergers
and Corporate Restructurings.</P>

<P STYLE="font: bold 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0 3pt 0.25in">2. Corporate Structure Matters/Anti-Takeover Defenses</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0 3pt 0.25in">As a general matter, the Advisers will normally vote against
anti-takeover measures and other proposals designed to limit the ability of shareholders to act on possible transactions (except in the
case of closed-end management investment companies).</P>

<P STYLE="font: bold 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0 3pt 0.25in">3. Proposals Regarding Proxy Contests</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0 3pt 0.25in">The Agent shall be directed to refer contested proxy proposals
accompanied by its written analysis and voting recommendation to the Proxy Administrator and/or her designee.</P>

<P STYLE="font: bold 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0 3pt 0.25in">4. Social and Environmental Issues</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0 3pt 0.25in">The Advisers will vote social and environmental proposals
on a &#8220;case-by-case&#8221; basis taking into consideration industry best practices and existing management policies and practices.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0 3pt 0.25in">Interpretation and application of the Guidelines is not intended
to supersede any law, regulation, binding agreement or other legal requirement to which an issuer or the Adviser may be or become subject.
The Guidelines generally relate to the types of proposals that are most frequently presented in proxy statements to shareholders. In certain
circumstances, an Adviser may determine to vote contrary to the Guidelines subject to the voting procedures set forth below.</P>

<P STYLE="font: bold 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0 3pt 0.25in">B. Voting Procedures</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0 3pt 0.25in">Except as noted in Section V below, the Proxy Administrator
and/or her designee shall instruct the Agent to vote proxies as follows:</P>

<P STYLE="font: bold 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0 3pt 0.25in">1. Vote in Accordance with Guidelines</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0 3pt 0.25in">If the Guidelines prescribe the manner in which the proxy
is to be voted, the Agent shall vote in accordance with the Guidelines, which for certain types of proposals, are recommendations of the
Agent made on a case-by-case basis.</P>

<P STYLE="font: bold 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0 3pt 0.25in">2. Seek Guidance for a Referred Item or a Proposal for
which there is No Guideline</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0 3pt 0.25in">If (i) the Guidelines state that the proxy shall be referred
to the Adviser to determine the manner in which it should be voted or (ii) a proxy is received for a proposal for which there is no Guideline,
the Proxy Administrator and/or her designee shall consult with the analyst(s) covering the company subject to the proxy proposal and shall
instruct the Agent to vote in accordance with the determination of the analyst. The Proxy Administrator and/or her designee will maintain
a record of all proxy proposals that are referred by the Agent, as well as all applicable recommendations, analysis and research received
and the resolution of the matter. Where more than one analyst covers a particular company and the recommendations of such analysts for
voting a proposal subject to this Section IV.B.2 conflict, the Global Proxy Group shall review such recommendations and any other available
information related to the proposal and determine the manner in which it should be voted, which may result in different recommendations
for clients (including Funds).</P>

<P STYLE="font: bold 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0 3pt 0.25in">3. Votes Contrary to the Guidelines or Where Agent is
Conflicted</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0 3pt 0.25in">In the event an analyst with respect to companies within
his or her coverage area may recommend a vote contrary to the Guidelines, the Proxy Administrator and/or her designee will provide the
Global Proxy Group with the Agent&#8217;s recommendation for the proposal along with any other relevant materials, including a description
of the basis for the analyst&#8217;s recommendation via email and the Proxy Administrator and/or designee will then instruct the Agent
to vote the proxy in the manner determined by the Global Proxy Group. Should the vote <FONT STYLE="letter-spacing: 0.1pt">by</FONT> the
<FONT STYLE="letter-spacing: -0.05pt">Global</FONT> <FONT STYLE="letter-spacing: 0.05pt">Proxy</FONT> Group concerning one or <FONT STYLE="letter-spacing: -0.05pt">more
recommendations</FONT> result in a <FONT STYLE="letter-spacing: -0.05pt">tie, EVM&#8217;s Chief </FONT>Equity <FONT STYLE="letter-spacing: -0.05pt">Investment
Officer </FONT>will <FONT STYLE="letter-spacing: -0.05pt">determine</FONT> the <FONT STYLE="letter-spacing: -0.05pt">manner </FONT>in
<FONT STYLE="letter-spacing: -0.05pt">which</FONT> the proxy <FONT STYLE="letter-spacing: -0.05pt">will</FONT> be <FONT STYLE="letter-spacing: -0.05pt">voted.
</FONT>The Adviser will provide a report to the Boards of Trustees of the Eaton Vance Funds reflecting any votes cast on behalf of the
Eaton Vance Funds contrary to the Guidelines, and shall do so quarterly. A similar process will be followed if the Agent has a conflict
of interest with respect to a proxy as described in Section VI.B.</P>


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<P STYLE="font: bold 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0 3pt 0.25in">4. Do Not Cast a Vote</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0 3pt 0.25in"> It shall generally be the policy of the Advisers to take
no action on a proxy for which no client holds a position or otherwise maintains an economic interest in the relevant security at the
time the vote is to be cast. In addition, the Advisers may determine not to vote (i) if the economic effect on shareholders' interests
or the value of the portfolio holding is indeterminable or insignificant (<I>e.g.,</I> proxies in connection with securities no longer
held in the portfolio of a client or proxies being considered on behalf of a client that is no longer in existence); (ii) if the cost
of voting a proxy outweighs the benefits (<I>e.g.,</I> certain international proxies, particularly in cases in which share blocking practices
may impose trading restrictions on the relevant portfolio security); or (iii) in markets in which shareholders' rights are limited; and
(iv) the Adviser is unable to access or access timely ballots or other proxy information. Non-Votes may also result in certain cases in
which the Agent's recommendation has been deemed to be conflicted, as provided for herein. </P>

<P STYLE="font: bold 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0 3pt 0.25in">C. Securities on Loan</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0 3pt 0.25in">When a fund client participates in the lending of its securities
and the securities are on loan at the record date for a shareholder meeting, proxies related to such securities generally will not be
forwarded to the relevant Adviser by the fund&#8217;s custodian and therefore will not be voted. In the event that the Adviser determines
that the matters involved would have a material effect on the applicable fund&#8217;s investment in the loaned securities, the Adviser
will make reasonable efforts to terminate the loan in time to be able to cast such vote or exercise such consent. The Adviser shall instruct
the fund&#8217;s security lending agent to refrain from lending the full position of any security held by a fund to ensure that the Adviser
receives notice of proxy proposals impacting the loaned security.</P>

<P STYLE="font: bold 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0">V. Recordkeeping</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">The Advisers will maintain records relating to the proxies they vote
on behalf of their clients in accordance with Section 204-2 of the Investment Advisers Act of 1940, as amended. Those records will include:</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin-top: 0; margin-bottom: 0"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.25in"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Symbol">&middot;</FONT></TD><TD>A copy of the Advisers&#8217; proxy voting policies and procedures;</TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin-top: 0; margin-bottom: 0"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.25in"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Symbol">&middot;</FONT></TD><TD>Proxy statements received regarding client securities. Such proxy statements received from issuers are either in the SEC&#8217;s EDGAR
database or are kept by the Agent and are available upon request;</TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin-top: 0; margin-bottom: 0"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.25in"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Symbol">&middot;</FONT></TD><TD>A record of each vote cast;</TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin-top: 0; margin-bottom: 0"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.25in"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Symbol">&middot;</FONT></TD><TD>A copy of any document created by the Advisers that was material to making a decision on how to vote a proxy for a client or that
memorializes the basis for such a decision; and</TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin-top: 0; margin-bottom: 0"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.25in"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Symbol">&middot;</FONT></TD><TD>Each written client request for proxy voting records and the Advisers&#8217; written response to any client request (whether written
or oral) for such records.</TD></TR></TABLE>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">All records described above will be maintained in an easily accessible
place for five years and will be maintained in the offices of the Advisers or their Agent for two years after they are created.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">Notwithstanding anything contained in this Section V, Eaton Vance Trust
Company shall maintain records relating to the proxies it votes on behalf of its clients in accordance with laws and regulations applicable
to it and its activities. In addition, EVAIL shall maintain records relating to the proxies it votes on behalf of its clients in accordance
with UK law.</P>

<P STYLE="font: bold 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0">VI. Assessment of Agent and Identification and Resolution of Conflicts
with Clients</P>

<P STYLE="font: bold 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0 3pt 0.25in"><FONT STYLE="text-transform: uppercase">A. A</FONT>ssessment
of Agent</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0 3pt 0.25in">The Advisers shall establish that the Agent (i) is independent
from the Advisers, (ii) has resources that indicate it can competently provide analysis of proxy issues, and (iii) can make recommendations
in an impartial manner and in the best interests of the clients and, where applicable, their beneficial owners. The Advisers shall utilize,
and the Agent shall comply with, such methods for establishing the foregoing as the Advisers may deem reasonably appropriate and shall
do so not less than annually as well as prior to engaging the services of any new proxy voting service. The Agent shall also notify the
Advisers in writing within fifteen (15) calendar days of any material change to information previously provided to an Adviser in connection
with establishing the Agent&#8217;s independence, competence or impartiality.</P>


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<P STYLE="font: bold 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0 3pt 0.25in">B. Conflicts of Interest</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0 3pt 0.25in">As fiduciaries to their clients, each Adviser puts the interests
of its clients ahead of its own. In order to ensure that relevant personnel of the Advisers are able to identify potential material conflicts
of interest, each Adviser will take the following steps:</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin-top: 0; margin-bottom: 0"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.25in"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Symbol">&middot;</FONT></TD><TD>Quarterly, the Eaton Vance Legal and Compliance Department will seek information from the department heads of each department of the
Advisers and of Eaton Vance Distributors, Inc. (&#8220;EVD&#8221;) (an affiliate of the Advisers and principal underwriter of certain
Eaton Vance Funds). Each department head will be asked to provide a list of significant clients or prospective clients of the Advisers
or EVD.</TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin-top: 0; margin-bottom: 0"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.25in"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Symbol">&middot;</FONT></TD><TD>A representative of the Legal and Compliance Department will compile a list of the companies identified (the &#8220;Conflicted Companies&#8221;)
and provide that list to the Proxy Administrator.</TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin-top: 0; margin-bottom: 0"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.25in"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Symbol">&middot;</FONT></TD><TD>The Proxy Administrator will compare the list of Conflicted Companies with the names of companies for which he or she has been referred
a proxy statement (the &#8220;Proxy Companies&#8221;). If a Conflicted Company is also a Proxy Company, the Proxy Administrator will report
that fact to the Global Proxy Group.</TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin-top: 0; margin-bottom: 0"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.25in"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Symbol">&middot;</FONT></TD><TD>If the Proxy Administrator expects to instruct the Agent to vote the proxy of the Conflicted Company strictly according to the Guidelines
contained in these Proxy Voting Policies and Procedures (the &#8220;Policies&#8221;) or the recommendation of the Agent, as applicable,
he or she will (i) inform the Global Proxy Group of that fact, (ii) instruct the Agent to vote the proxies and (iii) record the existence
of the material conflict and the resolution of the matter.</TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin-top: 0; margin-bottom: 0"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.25in"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Symbol">&middot;</FONT></TD><TD>If the Proxy Administrator intends to instruct the Agent to vote in a manner inconsistent with the Guidelines, the Global Proxy Group
will then determine if a material conflict of interest exists between the relevant Adviser and its clients (in consultation with the Legal
and Compliance Department if needed). If the Global Proxy Group determines that a material conflict exists, prior to instructing the Agent
to vote any proxies relating to these Conflicted Companies the Adviser will seek instruction on how the proxy should be voted from:</TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin-top: 0; margin-bottom: 0"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Symbol">&middot;</FONT></TD><TD>The client, in the case of an individual, corporate, institutional or benefit plan client;</TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin-top: 0; margin-bottom: 0"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Symbol">&middot;</FONT></TD><TD>In the case of a Fund, its board of directors, any committee, sub-committee or group of Independent Trustees (as long as such committee,
sub-committee or group contains at least two or more Independent Trustees); or</TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin-top: 0; margin-bottom: 0"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Symbol">&middot;</FONT></TD><TD>The adviser, in situations where the Adviser acts as a sub-adviser to such adviser.</TD></TR></TABLE>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">The Adviser will provide all reasonable assistance to each party to
enable such party to make an informed decision.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">If the client, Fund board or adviser, as the case may be, fails to instruct
the Adviser on how to vote the proxy, the Adviser will generally instruct the Agent, through the Proxy Administrator, to abstain from
voting in order to avoid the appearance of impropriety. If however, the failure of the Adviser to vote its clients&#8217; proxies would
have a material adverse economic impact on the Advisers&#8217; clients&#8217; securities holdings in the Conflicted Company, the Adviser
may instruct the Agent, through the Proxy Administrator, to vote such proxies in order to protect its clients&#8217; interests. In either
case, the Proxy Administrator will record the existence of the material conflict and the resolution of the matter.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">The Advisers shall also identify and address conflicts that may arise
from time to time concerning the Agent. Upon the Advisers&#8217; request, which shall be not less than annually, and within fifteen (15)
calendar days of any material change to such information previously provided to an Adviser, the Agent shall provide the Advisers with
such information as the Advisers deem reasonable and appropriate for use in determining material relationships of the Agent that may pose
a conflict of interest with respect to the Agent&#8217;s proxy analysis or recommendations. Such information shall include, but is not
limited to, a monthly report from the Agent detailing the Agent&#8217;s Corporate Securities Division clients and related revenue data.
The Advisers shall review such information on a monthly basis. The Proxy Administrator shall instruct the Agent to refer any proxies for
which a material conflict of the Agent is deemed to be present to the Proxy Administrator. Any such proxy referred by the Agent shall
be referred to the Global Proxy Group for consideration accompanied by the Agent&#8217;s written analysis and voting recommendation. The
Proxy Administrator will instruct the Agent to vote the proxy as recommended by the Global Proxy Group.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 9pt/10pt Arial Narrow, Helvetica, Sans-Serif; margin-top: 3pt; margin-bottom: 3pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Arial Narrow, Helvetica, Sans-Serif"><SUP>(1)</SUP></FONT></TD><TD>The Guidelines will prescribe how a proposal shall be voted or provide factors to be considered on a case-by-case basis by the Agent
in recommending a vote pursuant to the Guidelines.</TD></TR></TABLE>


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    <DIV STYLE="break-before: page; margin-top: 6pt"><TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%"><TR><TD STYLE="text-align: center; width: 100%">&nbsp;</TD></TR></TABLE></DIV>
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<P STYLE="font: bold 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0; text-align: center">Eaton Vance Senior Income Trust</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0; text-align: center">Statement of Additional Information</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0; text-align: center"> [____], 2021<BR>
<BR>
</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0; text-align: center">&nbsp;</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0; text-align: center">_______________<BR>
<BR>
</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0; text-align: center">&#8195;</P>

<P STYLE="font: bold 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0; text-align: center">Investment Adviser and Administrator</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0; text-align: center">Eaton Vance Management</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0; text-align: center">Two International Place</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0; text-align: center">Boston, MA 02110</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0; text-align: center">&#8195;</P>

<P STYLE="font: bold 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0; text-align: center">Custodian</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0; text-align: center">State Street Bank and Trust Company</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0; text-align: center">State Street Financial Center, One Lincoln Street</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0; text-align: center">Boston, MA 02111</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0; text-align: center">&#8195;</P>

<P STYLE="font: bold 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0; text-align: center">Transfer Agent</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0; text-align: center">American Stock Transfer &amp; Trust Company, LLC</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0; text-align: center">6201 15<SUP>th</SUP> Avenue</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0; text-align: center">Brooklyn, NY 11219</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0; text-align: center">&#8195;</P>

<P STYLE="font: bold 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0; text-align: center">Independent Registered Public Accounting Firm</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0; text-align: center">Deloitte &amp; Touche LLP</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0; text-align: center">200 Berkeley Street</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0; text-align: center">Boston, MA 02116</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0; text-align: center"></P>

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<P STYLE="margin: 0"></P>

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<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0; text-align: center"><B>PART C</B></P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0; text-align: center"><B>OTHER INFORMATION</B></P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin-top: 6pt; margin-bottom: 6pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 1in"><B>ITEM 25.</B></TD><TD><B>FINANCIAL STATEMENTS AND EXHIBITS</B></TD></TR></TABLE>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0"><B>(1)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;FINANCIAL STATEMENTS:</B></P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0; text-indent: 0.5in">Included in Part A:</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0; text-indent: 0.5in">&#9;Financial Highlights.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0; text-indent: 0.5in">Included in Part B:</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0; text-indent: 0.5in">&#9;Registrant&#8217;s Certified Shareholder Report
on Form N-CSR filed August 24, 2021 (Accession No. 0001193125-21-254906) and incorporated herein by reference.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0">_______________________________</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0 0 6pt"><B>(2)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;EXHIBITS:</B></P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt NewsGoth Lt BT; width: 100%; border-collapse: collapse">
  <TR STYLE="vertical-align: top">
    <TD STYLE="width: 4%; padding-top: 6pt; padding-bottom: 6pt">&nbsp;</TD>
    <TD STYLE="width: 4%; padding-top: 6pt; padding-bottom: 6pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">(a)</FONT></TD>
    <TD STYLE="width: 5%; padding-top: 6pt; padding-bottom: 6pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">(1)</FONT></TD>
    <TD STYLE="width: 3%; padding-top: 6pt; padding-bottom: 6pt">&nbsp;</TD>
    <TD STYLE="width: 84%; padding-top: 6pt; padding-bottom: 6pt"><A HREF="http://www.sec.gov/Archives/edgar/data/1070732/000089843298000638/0000898432-98-000638.txt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">Agreement and Declaration of Trust dated September 23, 1998 filed as Exhibit (a) is incorporated herein by reference to the Registration Statement under the Securities Act of 1933 (1933 Act File No. 333-64151) and under the Investment Company Act of 1940 (1940 Act File No. 811-09013) filed with the Commission on September 24, 1998 (Accession No. 0000898432-98-000638) (&#8220;Registration Statement&#8221;).</FONT></A></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">(2)</FONT></TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt"><A HREF="http://www.sec.gov/Archives/edgar/data/1070732/000089843211000792/exh-a2.htm"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">Amendment dated August 11, 2008 to Agreement and Declaration of Trust is incorporated herein by reference to the Registrant&#8217;s initial Registration Statement on Form N-2 (File Nos. 333-175096 and 811-09013) as to Registrant&#8217;s shelf offering filed with the Commission on June 23, 2011 (Accession No. 0000898432-11-000792) (&#8220;Initial Shelf Registration Statement&#8221;).</FONT></A></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">(b)</FONT></TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><A HREF="exhibitb_ex-99zb.htm">Amended and Restated By-Laws dated March 23, 2020 filed herewith.</A></FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">(c)</FONT></TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">Not applicable.</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">(d)</FONT></TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">(1)</FONT></TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt"><A HREF="http://www.sec.gov/Archives/edgar/data/1070732/000089843298000638/0000898432-98-000638.txt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">Form of Specimen Certificate representing the Registrant's Common Shares of Beneficial Interest filed as Exhibit (d) is incorporated herein by reference to the Registrant&#8217;s Registration Statement.</FONT></A></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">(2)</FONT></TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt"><A HREF="http://www.sec.gov/Archives/edgar/data/1070732/000094039401500292/exhd2.txt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">Form of Specimen Certificate representing the Registrant's Auction Preferred Shares of Beneficial Interest filed as Exhibit (d)(2) to Amendment No. 4 and incorporated herein by reference.</FONT></A></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">(e)</FONT></TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt"><A HREF="http://www.sec.gov/Archives/edgar/data/1070732/000089843298000638/0000898432-98-000638.txt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">Dividend Reinvestment Plan filed as Exhibit (e) is incorporated herein by reference to the Registrant&#8217;s Registration Statement.</FONT></A></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">(f)</FONT></TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">Not applicable.</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">(g)</FONT></TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">(1)</FONT></TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><A HREF="exhibitg1_ex-99zg1.htm">Investment Advisory Agreement dated June 24, 2021 between the Registrant and Eaton Vance Management filed herewith.</A></FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">(h)</FONT></TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">(1)</FONT></TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt"><A HREF="http://www.sec.gov/Archives/edgar/data/1070732/000095013598005546/0000950135-98-005546.txt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">Form of Underwriting Agreement dated October 27, 1998 filed as Exhibit (h)(1) to Amendment No. 1 and incorporated herein by reference.</FONT></A></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">(2)</FONT></TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt"><A HREF="http://www.sec.gov/Archives/edgar/data/1070732/000095013598005546/0000950135-98-005546.txt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">Amended and Restated Master Agreement Among Underwriters filed as Exhibit (h)(2) to Amendment No. 1 and incorporated herein by reference.</FONT></A></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">(3)</FONT></TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt"><A HREF="http://www.sec.gov/Archives/edgar/data/1070732/000095013598005546/0000950135-98-005546.txt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">Amended and Restated Master Selected Dealer Agreement filed as Exhibit (h)(3) to Amendment No. 1 and incorporated herein by reference.</FONT></A></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">(4)</FONT></TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><A HREF="https://www.sec.gov/Archives/edgar/data/1070732/000094039401500302/exh.txt">Form of Underwriting Agreement for Auction Preferred Shares filed as Exhibit (h) to Pre-Effective Amendment No. 2 to the Registration Statement under the Securities Act of 1933 (1933 Act File No. 333-58758) and Amendment No. 5 to the Registration Statement under the Investment Company Act of 1940 (1940 Act File No. 811-09013) filed with the Commission on June 19, 2001 (Accession No. 0000940394-01-500302) (&quot;Amendment No. 5&quot;) and incorporated herein by reference.</A></FONT></TD></TR>
  </TABLE>

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    <TD STYLE="width: 4%; padding-top: 6pt; padding-bottom: 6pt">&nbsp;</TD>
    <TD STYLE="width: 4%; padding-top: 6pt; padding-bottom: 6pt">&nbsp;</TD>
    <TD STYLE="width: 5%; padding-top: 6pt; padding-bottom: 6pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">(5)</FONT></TD>
    <TD STYLE="width: 3%; padding-top: 6pt; padding-bottom: 6pt">&nbsp;</TD>
    <TD STYLE="width: 84%; padding-top: 6pt; padding-bottom: 6pt"><A HREF="http://www.sec.gov/Archives/edgar/data/1070732/000094039419000355/exhibith5_ex-99zh5.htm"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">Form of Distribution Agreement with respect to the Rule 415 shelf offering is incorporated by reference to Pre-Effective Amendment No. 1 to the Registrant&#8217;s Shelf Registration Statement filed with the Commission on February 21, 2019 (Accession No. 000940394-19-000355) (&#8220;Form of Distribution Agreement&#8221;).</FONT></A></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">(6)</FONT></TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt"><A HREF="http://www.sec.gov/Archives/edgar/data/1070732/000094039419000355/exhibith6_ex-99zh6.htm"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">Form of Sub-Placement Agent Agreement between Eaton Vance Distributors, Inc. and UBS Securities LLC is incorporated by reference to Pre-Effective Amendment No. 1 to the Registrant&#8217;s Shelf Registration Statement filed with the Commission on February 21, 2019 (Accession No. 000940394-19-000355) (&#8220;Form of Sub-Placement Agent Agreement&#8221;).</FONT></A></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">(i)</FONT></TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">The Securities and Exchange Commission has granted the Registrant an exemptive order that permits the Registrant to enter into deferred compensation arrangements with its independent Trustees. See in the matter of Capital Exchange Fund, Inc., Release No. IC- 20671 (November 1, 1994).</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">(j)</FONT></TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">(1)</FONT></TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt"><A HREF="http://www.sec.gov/Archives/edgar/data/745463/000094039413001073/exhibitg1_ex99zg1.htm"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">Amended and Restated Master Custodian Agreement between Eaton Vance Funds and State Street Bank &amp; Trust Company dated September 1, 2013 filed as Exhibit (g)(1) to Post-Effective Amendment No. 211 of Eaton Vance Mutual Funds Trust (File Nos. 002-90946, 811-04015) filed September 24, 2013 (Accession No. 0000940394-13-001073) and incorporated herein by reference.</FONT></A></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">(2)</FONT></TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt"><A HREF="https://www.sec.gov/Archives/edgar/data/779991/000094039420001312/exhibitg1b_ex-99zg1b.htm"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">Amendment dated August 13, 2020 and effective May 29, 2020 to Amended and Restated Master Custodian Agreement between Eaton Vance Funds and State Street Bank &amp; Trust Company dated September 1, 2013 filed as Exhibit (g)(1)(b) is incorporated herein by reference to Post-Effective Amendment No. 79 filed September 24, 2020 (Accession No. 0000940394-20-001312).</FONT></A></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">(3)</FONT></TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt"><A HREF="http://www.sec.gov/Archives/edgar/data/31266/000094039410001000/exhibitg2.htm"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">Amended and Restated Services Agreement with State Street Bank &amp; Trust Company dated September 1, 2010 filed as exhibit (g)(2) to Post-Effective Amendment No. 108 of Eaton Vance Special Investment Trust (File Nos. 02-27962, 811-1545) filed September 27, 2010 (Accession No. 0000940394-10-001000) and incorporated herein by reference.</FONT></A></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">(4)</FONT></TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt"><A HREF="http://www.sec.gov/Archives/edgar/data/914529/000094039412000641/exhibitg3_ex99zg3.htm"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">Amendment Number 1 dated May 16, 2012 to Amended and Restated Services Agreement with State Street Bank &amp; Trust Company dated September 1, 2010 filed as Exhibit (g)(3) to Post-Effective Amendment No. 39 of Eaton Vance Municipals Trust II (File Nos. 033-71320, 811-08134) filed May 29, 2012 (Accession No. 0000940394-12-000641) and incorporated herein by reference.</FONT></A></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">(5)</FONT></TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt"><A HREF="http://www.sec.gov/Archives/edgar/data/745463/000094039413001073/exhibitg4_ex99zg4.htm"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">Amendment dated September 1, 2013 to Amended and Restated Services Agreement with State Street Bank &amp; Trust Company filed as Exhibit (g)(4) to Post-Effective Amendment No. 211 of Eaton Vance Mutual Funds Trust (File Nos. 002-90946, 811-04015) filed September 24, 2013 (Accession No. 0000940394-13-001073) and incorporated herein by reference.</FONT></A></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt">&nbsp;</TD>
    <TD STYLE="padding: 3pt 5.4pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">(6)</FONT></TD>
    <TD STYLE="padding: 3pt 5.4pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt"><A HREF="http://www.sec.gov/Archives/edgar/data/102816/000094039418001408/exhibitg5_ex-99zg5.htm"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">Amendment dated July 18, 2018 and effective June 29, 2018 to Amended and Restated Services Agreement with State Street Bank &amp; Trust Company dated September 1, 2010 filed as Exhibit (g)(5) to Post-Effective Amendment No. 212 filed July 31, 2018 (Accession No. 0000940394-18-001408) and incorporated herein by reference.</FONT></A></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">(7)</FONT></TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt"><A HREF="https://www.sec.gov/Archives/edgar/data/779991/000094039420001312/exhibith1e_ex-99zh1e.htm"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">Amendment dated August 13, 2020 and effective May 29, 2020 to Amended and Restated Services Agreement with State Street Bank &amp; Trust Company dated September 1, 2010 filed as Exhibit (h)(1)(e) is incorporated herein by reference to Post-Effective Amendment No. 79 of Eaton Vance Investment Trust (File Nos. 033-01121, 811-04443) filed September 24, 2020 (Accession No. 0000940394-20-001312).</FONT></A></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">(k)</FONT></TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">(1)</FONT></TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt"><A HREF="http://www.sec.gov/Archives/edgar/data/1379438/000095013507000974/b63412n4exv99wxkyx1y.htm"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">Transfer Agency and Services Agreement dated February 5, 2007 between American Stock Transfer &amp; Trust Company and each Registered Investment Company listed on Exhibit 1 filed as Exhibit (k)(1) is incorporated herein by reference to Pre-Effective Amendment No. 3 to the initial Registration Statement on Form N-2 of Eaton Vance Tax-Managed Global Diversified Equity Income Fund (File Nos. 333-138318, 811-21973) filed February 21, 2007 (Accession No. 0000950135- 07- 000974).</FONT></A></TD></TR>
  </TABLE>

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<P STYLE="font: 10pt NewsGoth Lt BT; margin: 3pt 0">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt NewsGoth Lt BT; width: 100%; border-collapse: collapse">
  <TR STYLE="vertical-align: top">
    <TD STYLE="width: 4%; padding-top: 6pt; padding-bottom: 6pt">&nbsp;</TD>
    <TD STYLE="width: 4%; padding-top: 6pt; padding-bottom: 6pt">&nbsp;</TD>
    <TD STYLE="width: 5%; padding-top: 6pt; padding-bottom: 6pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">(2)</FONT></TD>
    <TD STYLE="width: 3%; padding-top: 6pt; padding-bottom: 6pt">&nbsp;</TD>
    <TD STYLE="width: 84%; padding-top: 6pt; padding-bottom: 6pt"><A HREF="http://www.sec.gov/Archives/edgar/data/1454741/000119312509083055/dex99k1.htm"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">Amendment dated April 21, 2008 to Transfer Agency and Services Agreement dated February 5, 2007 between American Stock Transfer &amp; Trust Company and each Registered Investment Company listed on Exhibit 1 filed as Exhibit (k)(1) is incorporated herein by reference to Pre-Effective Amendment No. 1 to the initial Registration Statement on Form N-2 of Eaton Vance National Municipal Opportunities Trust (File Nos. 333-156948, 811-22269) filed April 21, 2009 (Accession No. 0001193125-09- 083055).</FONT></A></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">(3)</FONT></TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt"><A HREF="http://www.sec.gov/Archives/edgar/data/1665817/000119312516552383/d166897dex99k1.htm"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">Amendment dated June 13, 2012 to Transfer Agency and Services Agreement dated February 5, 2007 between American Stock Transfer &amp; Trust Company and each Registered Investment Company listed on Exhibit 1 filed as Exhibit (k)(1) is incorporated herein by reference to Pre-Effective Amendment No. 2 to the initial Registration Statement on Form N-2 of Eaton Vance High Income 2021 Target Term Trust (File Nos. 333-209436, 811-23136) filed April 25, 2016 (Accession No. 0001193125-16-552383).</FONT></A></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">(4)</FONT></TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt">&nbsp;</TD>
    <TD STYLE="font: 9pt/101% Times New Roman, Times, Serif; padding-top: 6pt; padding-bottom: 6pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif; font-size: 10pt; line-height: 101%"><A HREF="exhibitk4_ex-99zk4.htm">Administrative Services Agreement dated March 1, 2021 filed herewith.</A></FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">(5)</FONT></TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt"><A HREF="http://www.sec.gov/Archives/edgar/data/1070732/000095013598005546/0000950135-98-005546.txt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">Shareholder Servicing Agreement dated as of October 19, 1998 filed as Exhibit (k)(3) to Amendment No. 1 and incorporated herein by reference.</FONT></A></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">(6)</FONT></TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt"><A HREF="http://www.sec.gov/Archives/edgar/data/1070732/000094039401500302/exk1.txt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">Form of Auction Agency Agreement to the Auction Preferred Shares filed as Exhibit (k)(1) to Amendment No. 5 and incorporated herein by reference.</FONT></A></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">(7)</FONT></TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt"><A HREF="http://www.sec.gov/Archives/edgar/data/1070732/000094039401500302/exk2.txt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">Form of Broker-Dealer Agreement as to the Registrant's Auction Preferred Shares filed as Exhibit (k)(2) to Amendment No. 5 and incorporated herein by reference.</FONT></A></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">(8)</FONT></TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt"><A HREF="http://www.sec.gov/Archives/edgar/data/1070732/000094039401500302/exk3.txt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">Form of DTC Representations Letter as to the Registrant's Auction Preferred Shares filed as Exhibit (k)(3) to Amendment No. 5 and incorporated herein by reference.</FONT></A></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">(l)</FONT></TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><A HREF="exhibitl_ex-99zl.htm">Opinion of Internal Counsel filed herewith.</A></FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">(m)</FONT></TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">Not applicable.</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">(n)</FONT></TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><A HREF="exhibitn_ex-99zn.htm">Consent of Independent Registered Public Accounting Firm filed herewith.</A></FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">(o)</FONT></TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">Not applicable.</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">(p)</FONT></TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt"><A HREF="http://www.sec.gov/Archives/edgar/data/1070732/000095013598005546/0000950135-98-005546.txt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">Letter Agreement with Eaton Vance Management dated October 23, 1998 filed as Exhibit (p) to Amendment No. 1 and incorporated herein by reference.</FONT></A></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">(q)</FONT></TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">Not applicable.</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">(r)</FONT></TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">(1)</FONT></TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt"><A HREF="http://www.sec.gov/Archives/edgar/data/31266/000094039420000815/exhibitp1a_ex-99zp1a.htm"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">Code of Ethics adopted by the Eaton Vance Funds effective April 8, 2020 filed as Exhibit (p)(1)(a) to Post-Effective Amendment No. 198 of Eaton Vance Special Investment Trust (File Nos. 002-27962, 811-01545) filed April 27, 2020 (Accession No. 0000940394-20-000815) and incorporated herein by reference.</FONT></A></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">(2)</FONT></TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt"><A HREF="https://www.sec.gov/Archives/edgar/data/102816/000035079721000047/exhibitp1b_ex99zp1b.htm"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">Code of Ethics adopted by the Eaton Vance Entities effective June 1, 2021 filed as Exhibit (p)(1)(b) to Post-Effective Amendment No. 238 of Eaton Vance Growth Trust (File Nos. 002-22019, 811-01241) filed June 24, 2021 (Accession No. 0000940394-21-000047) and incorporated herein by reference.</FONT></A></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding: 3pt 5.4pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">(s)</FONT></TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">(1)</FONT></TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt"><A HREF="https://www.sec.gov/Archives/edgar/data/1300391/000094039421000071/exhibits2_ex99zs2.htm"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">Secretary&#8217;s Certificate dated January 20, 2021 filed as Exhibit (s)(2) to Post-Effective Amendment No. 3 of Eaton Vance Enhanced Equity Income Fund (File No. 333-229447, 811-21614) filed January 21, 2021 (Accession No. 0000940394-20-000071) and incorporated herein by reference.</FONT></A></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding: 3pt 5.4pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">(2)</FONT></TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><A HREF="exhibits2_ex-99zs2.htm">Power of Attorney dated June 18, 2021 herewith.</A></FONT></TD></TR>
  </TABLE>
<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0"><B>&nbsp;</B></P>


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<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0"><B>&nbsp;</B></P>

<P STYLE="font: 10pt NewsGoth Lt BT; margin: 0">&nbsp;</P>

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<TD STYLE="width: 0"></TD><TD STYLE="width: 1in"><B>ITEM 26.</B></TD><TD><B>MARKETING ARRANGEMENTS</B></TD></TR></TABLE>

<P STYLE="font: 10pt/101% Arial, Helvetica, Sans-Serif; margin: 0 0 6pt">See Form of Distribution Agreement with respect to the Rule 415
shelf offering.</P>

<P STYLE="font: 10pt/101% Arial, Helvetica, Sans-Serif; margin: 0">See Form of Sub-Placement Agent Agreement between Eaton Vance Distributors,
Inc. and UBS Securities LLC.</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin-top: 12pt; margin-bottom: 12pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 1in"><B>ITEM 27.</B></TD><TD><B>OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION</B></TD></TR></TABLE>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 12pt 0">The approximate expenses in connection with the offering are as follows:</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt NewsGoth Lt BT; width: 80%; border-collapse: collapse">
  <TR STYLE="vertical-align: top">
    <TD STYLE="width: 77%; padding: 3pt 5.4pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">Registration and Filing Fees</FONT></TD>
    <TD STYLE="text-align: right; width: 23%; padding: 3pt 5.4pt; vertical-align: middle"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">&#9;$&#9;3,365</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding: 3pt 5.4pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">FINRA Fees</FONT></TD>
    <TD STYLE="text-align: right; padding: 3pt 5.4pt; vertical-align: middle"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">&#9;500</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding: 3pt 5.4pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">New York Stock Exchange Fees</FONT></TD>
    <TD STYLE="text-align: right; padding: 3pt 5.4pt; vertical-align: middle"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">&#9;15,930</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding: 3pt 5.4pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">Costs of Printing and Engraving</FONT></TD>
    <TD STYLE="text-align: right; padding: 3pt 5.4pt; vertical-align: middle"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">&#9;0</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding: 3pt 5.4pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">Accounting Fees and Expenses</FONT></TD>
    <TD STYLE="text-align: right; padding: 3pt 5.4pt; vertical-align: middle"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">&#9;2,050</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding: 3pt 5.4pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">Legal Fees and Expenses</FONT></TD>
    <TD STYLE="text-align: right; padding: 3pt 5.4pt; vertical-align: middle"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif; text-underline-style: double"><U>&#9;5,000</U></FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding: 3pt 5.4pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">Total</FONT></TD>
    <TD STYLE="text-align: right; padding: 3pt 5.4pt; vertical-align: middle"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">&#9;$&#9;26,845</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD COLSPAN="2" STYLE="font: 9pt/101% Times New Roman, Times, Serif; padding-top: 6pt; padding-bottom: 3pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">* The Adviser will pay expenses of the offering (other than the applicable commissions).</FONT></TD></TR>
  </TABLE>
<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin-top: 12pt; margin-bottom: 6pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 1in"><B>ITEM 28.</B></TD><TD><B>PERSONS CONTROLLED BY OR UNDER COMMON CONTROL</B></TD></TR></TABLE>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0 12pt">None.</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin-top: 12pt; margin-bottom: 12pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 1in"><B>ITEM 29.</B></TD><TD><B>NUMBER OF HOLDERS OF SECURITIES</B></TD></TR></TABLE>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 12pt 0">Set forth below is the number of record holders as of July 31,
2021, of each class of securities of the Registrant:</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Arial, Helvetica, Sans-Serif; width: 100%; border-collapse: collapse">
  <TR STYLE="vertical-align: top">
    <TD STYLE="width: 45%; padding: 3pt 5.4pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">Title of Class</FONT></TD>
    <TD STYLE="width: 21%; padding: 3pt 5.4pt">&nbsp;</TD>
    <TD STYLE="width: 34%; padding: 3pt 5.4pt; text-align: center"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">Number of Record Holders</FONT></TD></TR>
  <TR>
    <TD STYLE="vertical-align: top; padding: 3pt 5.4pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">Common Shares of Beneficial interest, par value $0.01 per share </FONT></TD>
    <TD STYLE="vertical-align: top; padding: 3pt 5.4pt">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; padding: 3pt 5.4pt; text-align: center"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif; font-size: 10pt">6,461</FONT></TD></TR>
  <TR>
    <TD STYLE="vertical-align: top; padding: 3pt 5.4pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">Auction Preferred Shares - Series A, par value $0.01 per share</FONT></TD>
    <TD STYLE="vertical-align: top; padding: 3pt 5.4pt">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; padding: 3pt 5.4pt; text-align: center">18</TD></TR>
  <TR>
    <TD STYLE="vertical-align: top; padding: 3pt 5.4pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">Auction Preferred Shares - Series B, par value $0.01 per share</FONT></TD>
    <TD STYLE="vertical-align: top; padding: 3pt 5.4pt">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; padding: 3pt 5.4pt; text-align: center">10</TD></TR>
  </TABLE>
<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin-top: 12pt; margin-bottom: 12pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 1in"><B>ITEM 30.</B></TD><TD><B>INDEMNIFICATION</B></TD></TR></TABLE>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 12pt 0">The Registrant's Amended and Restated By-Laws and the Form of Distribution
Agreement contain provisions limiting the liability, and providing for indemnification, of the Trustees and officers under certain circumstances.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 12pt 0 0">The Registrant's Trustees and officers are insured under a standard
investment company errors and omissions insurance policy covering loss incurred by reason of negligent errors and omissions committed
in their official capacities as such. Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended
(the &#8220;Securities Act&#8221;), may be permitted to directors, officers and controlling persons of the Registrant pursuant to the
provisions described in this Item 30, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. In the event
that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication
of such issue.</P>


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<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0"><B>&nbsp;</B></P>

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<TD STYLE="width: 0"></TD><TD STYLE="width: 1in"><B>ITEM 31.</B></TD><TD><B>BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER</B></TD></TR></TABLE>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 12pt 0">Reference is made to: (i) the information set forth under the caption
&#8220;Investment advisory and other services&#8221; in the Statement of Additional Information; (ii) the Eaton Vance Corp. 10-K filed
under the Securities Exchange Act of 1934, as amended (File No. 001-8100); and (iii) the Form ADV of Eaton Vance Management (File No.
801-15930) filed with the Securities and Exchange Commission, all of which are incorporated herein by reference.</P>

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<TD STYLE="width: 0"></TD><TD STYLE="width: 1in"><B>ITEM 32.</B></TD><TD><B>LOCATION OF ACCOUNTS AND RECORDS</B></TD></TR></TABLE>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 12pt 0">All applicable accounts, books and documents required to be maintained
by the Registrant by Section 31(a) of the Investment Company Act of 1940, as amended, and the Rules promulgated thereunder are in the
possession and custody of the Registrant's custodian, State Street Bank and Trust Company, State Street Financial Center, One Lincoln
Street, Boston, MA 02111, and its transfer agent, American Stock Transfer &amp; Trust Company, LLC, 6201 15<SUP>th</SUP> Avenue, Brooklyn,
NY 11219, with the exception of certain corporate documents and portfolio trading documents which are in the possession and custody of
Eaton Vance Management, Two International Place, Boston, MA 02110. Registrant is informed that all applicable accounts, books and documents
required to be maintained by registered investment advisers are in the custody and possession of Eaton Vance Management.</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin-top: 12pt; margin-bottom: 12pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 1in"><B>ITEM 33.</B></TD><TD><B>MANAGEMENT SERVICES</B></TD></TR></TABLE>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 12pt 0">Not applicable.</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin-top: 12pt; margin-bottom: 12pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 1in"><B>ITEM 34.</B></TD><TD><B>UNDERTAKINGS</B></TD></TR></TABLE>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0 0 12pt; text-indent: 0.5in">1.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Registrant undertakes to suspend the offering of Common Shares until the prospectus is amended if (1) subsequent to the effective date
of this Registration Statement, the net asset value declines more than 10 percent from its net asset value as of the effective date of
this Registration Statement or (2) the net asset value increases to an amount greater than its net proceeds as stated in the prospectus.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 12pt 0; text-indent: 0.5in">2.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not
applicable.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 12pt 0; text-indent: 0.5in">3.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Registrant undertakes to</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 12pt 0; text-indent: 0.5in">(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;file,
during any period in which offers or sales are being made, a post-effective amendment to the registration statement:</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 12pt 0 12pt 0.5in; text-indent: 0.5in">(1)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;to
include any prospectus required by Section 10(a)(3) of the Securities Act;</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0 12pt 0.5in; text-indent: 0.5in">(2)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;to
reflect in the prospectus any facts or events after the effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than 20% change in the maximum aggregate offering price set forth in the &#8220;Calculation of Registration
Fee&#8221; table in the effective registration statement;</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 12pt 0; text-indent: 1in">(3)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;to include
any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material
change to such information in the registration statement.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 12pt 0; text-indent: 0.5in">(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;that,
for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the offering of those securities at that time shall be deemed to
be the initial bona fide offering thereof;</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 12pt 0; text-indent: 0.5in">(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;to
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination
of the offering;</P>


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<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0 12pt 0.25in; text-indent: 0.5in">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;that,
for the purpose of determining liability under the Securities Act to any purchaser:</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0 12pt 1.25in; text-indent: 0.25in">(1) if the Registrant is relying on
Rule 430B [17 CFR 230.430B]:</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0 12pt 1.25in; text-indent: 0.5in">(A) Each prospectus filed by the Registrant
pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part
of and included in the registration statement; and</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0 12pt 1.25in; text-indent: 0.5in">(B) Each prospectus required to be filed
pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made
pursuant to Rule 415(a)(1)(i), (x), or (xi) for the purpose of providing the information required by Section 10(a) of the Securities Act
shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first
used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided
in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be
a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates,
and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that
no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated
or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as
to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration
statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date;
or</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0 12pt 1in; text-indent: 0.5in">(2) if the Registrant is subject to Rule
430C [17 CFR 230.430C]: each prospectus filed pursuant to Rule 424(b) under the Securities Act as part of a registration statement relating
to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall
be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however,
that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated
or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as
to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration
statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first
use.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 12pt 0; text-indent: 0.5in">(e)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;that
for the purpose of determining liability of the Registrant under the Securities Act to any purchaser in the initial distribution of securities:
The undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this registration
statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to
such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will
be considered to offer or sell such securities to the purchaser:</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 12pt 0; text-indent: 1in">(1)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;any
preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424
under the Securities Act;</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0 12pt 0.5in; text-indent: 0.5in">(2)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;free
writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned
Registrants;</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 12pt 0; text-indent: 1in">(3)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;the
portion of any other free writing prospectus or advertisement pursuant to Rule 482 under the Securities Act relating to the offering containing
material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 12pt 0; text-indent: 1in">(4)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;any
other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.</P>


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<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0">&nbsp;</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 12pt 0; text-indent: 0.5in">4.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Registrant undertakes that:</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 12pt 0; text-indent: 0.5in">(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;for
the purpose of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of
this Registration Statement in reliance upon Rule 430A and contained in the form of prospectus filed by the Registrant under the Securities
Act shall be deemed to be part of the Registration Statement as of the time it was declared effective; and</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 12pt 0; text-indent: 0.5in">(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;for
the purpose of determining any liability under the Securities Act, each post- effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0 12pt 0.25in; text-indent: 0.25in">5.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not
applicable.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 12pt 0 12pt 0.25in; text-indent: 0.25in">6.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not
applicable.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 12pt 0 3pt; text-indent: 0.5in">7.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Registrant undertakes to send by first class mail or other means designed to ensure equally prompt delivery, within two business days
of receipt of an oral or written request, its Statement of Additional Information.</P>


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<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0; text-align: left">&nbsp;</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0; text-align: center"><B>NOTICE</B></P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0; text-align: center">&nbsp;</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0; text-indent: 0.5in">A copy of the Agreement and Declaration of Trust of
Eaton Vance Senior Income Trust is on file with the Secretary of State of The Commonwealth of Massachusetts and notice is hereby given
that this instrument is executed on behalf of the Registrant by an officer of the Registrant as an officer and not individually and that
the obligations of or arising out of this instrument are not binding upon any of the Trustees, officers or shareholders individually,
but are binding only upon the assets and property of the Registrant.</P>


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<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0; text-align: center"><B>SIGNATURES</B></P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 3pt 0 6pt">Pursuant to the requirements of the Securities Act of 1933, as amended
and the Investment Company Act of 1940, as amended, the Registrant has duly caused this Amendment to the Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized in the City of Boston and the Commonwealth of Massachusetts, on the
21<SUP>st</SUP> day of September, 2021.</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt NewsGoth Lt BT; width: 100%; border-collapse: collapse">
  <TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD COLSPAN="2"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>EATON VANCE SENIOR INCOME TRUST</B></FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD COLSPAN="2">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="width: 57%">&nbsp;</TD>
    <TD STYLE="width: 6%; padding: 3pt 5.4pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">By:</FONT></TD>
    <TD STYLE="width: 37%; border-bottom: Black 1pt solid; padding: 3pt 5.4pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">Eric A. Stein*</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD STYLE="padding: 3pt 5.4pt">&nbsp;</TD>
    <TD STYLE="padding: 3pt 5.4pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">Eric A. Stein, <I>President</I></FONT></TD></TR>
  </TABLE>
<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 6pt 0">Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt NewsGoth Lt BT; width: 100%; border-collapse: collapse">
  <TR STYLE="vertical-align: top">
    <TD COLSPAN="2" STYLE="padding-top: 3pt; padding-bottom: 3pt; text-align: center"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>Signature</B></FONT></TD>
    <TD COLSPAN="4" STYLE="padding-top: 3pt; padding-bottom: 3pt; text-align: center"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>Title</B></FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD COLSPAN="2" STYLE="padding-top: 3pt; padding-bottom: 3pt">&nbsp;</TD>
    <TD COLSPAN="4" STYLE="padding-top: 3pt; padding-bottom: 3pt">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD COLSPAN="2" STYLE="border-bottom: Black 1pt solid; padding-top: 3pt; padding-bottom: 3pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">Eric A. Stein*</FONT></TD>
    <TD COLSPAN="4" STYLE="padding-top: 3pt; padding-bottom: 3pt; text-align: center"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">President (Chief Executive Officer)</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD COLSPAN="2" STYLE="padding-top: 3pt; padding-bottom: 3pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">Eric A. Stein</FONT></TD>
    <TD COLSPAN="4" STYLE="padding-top: 3pt; padding-bottom: 3pt; text-align: center">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD COLSPAN="2" STYLE="padding-top: 3pt; padding-bottom: 3pt">&nbsp;</TD>
    <TD COLSPAN="4" STYLE="padding-top: 3pt; padding-bottom: 3pt; text-align: center">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD COLSPAN="2" STYLE="border-bottom: Black 1pt solid; padding-top: 3pt; padding-bottom: 3pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">James F. Kirchner*</FONT></TD>
    <TD COLSPAN="4" STYLE="padding-top: 3pt; padding-bottom: 3pt; text-align: center"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">Treasurer (Principal Financial and Accounting Officer)</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD COLSPAN="2" STYLE="padding-top: 3pt; padding-bottom: 3pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">James F. Kirchner</FONT></TD>
    <TD COLSPAN="4" STYLE="padding-top: 3pt; padding-bottom: 3pt">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD COLSPAN="2" STYLE="padding-top: 3pt; padding-bottom: 3pt">&nbsp;</TD>
    <TD COLSPAN="4" STYLE="padding-top: 3pt; padding-bottom: 3pt">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD COLSPAN="2" STYLE="padding: 3pt 5.4pt; text-align: center"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>Signature</B></FONT></TD>
    <TD COLSPAN="2" STYLE="padding: 3pt 5.4pt; text-align: center"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>Title</B></FONT></TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>Signature</B></FONT></TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>Title</B></FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD COLSPAN="2" STYLE="padding: 3pt 5.4pt">&nbsp;</TD>
    <TD COLSPAN="2" STYLE="padding: 3pt 5.4pt; text-align: center">&nbsp;</TD>
    <TD STYLE="padding: 3pt 5.4pt">&nbsp;</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD COLSPAN="2" STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.4pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">Thomas E. Faust Jr.*</FONT></TD>
    <TD COLSPAN="2" STYLE="padding: 3pt 5.4pt; text-align: center"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">Trustee</FONT></TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.4pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">Helen Frame Peters*</FONT></TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">Trustee</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD COLSPAN="2" STYLE="padding: 3pt 5.4pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">Thomas E. Faust Jr.</FONT></TD>
    <TD COLSPAN="2" STYLE="padding: 3pt 5.4pt; text-align: center">&nbsp;</TD>
    <TD STYLE="padding: 3pt 5.4pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">Helen Frame Peters</FONT></TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD COLSPAN="2" STYLE="padding: 3pt 5.4pt">&nbsp;</TD>
    <TD COLSPAN="2" STYLE="padding: 3pt 5.4pt; text-align: center">&nbsp;</TD>
    <TD STYLE="padding: 3pt 5.4pt">&nbsp;</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD COLSPAN="2" STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.4pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">Mark R. Fetting*</FONT></TD>
    <TD COLSPAN="2" STYLE="padding: 3pt 5.4pt; text-align: center"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">Trustee</FONT></TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.4pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">Keith Quinton*</FONT></TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">Trustee</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD COLSPAN="2" STYLE="padding: 3pt 5.4pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">Mark R. Fetting</FONT></TD>
    <TD COLSPAN="2" STYLE="padding: 3pt 5.4pt; text-align: center">&nbsp;</TD>
    <TD STYLE="padding: 3pt 5.4pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">Keith Quinton</FONT></TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD COLSPAN="2" STYLE="padding: 3pt 5.4pt">&nbsp;</TD>
    <TD COLSPAN="2" STYLE="padding: 3pt 5.4pt; text-align: center">&nbsp;</TD>
    <TD STYLE="padding: 3pt 5.4pt">&nbsp;</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD COLSPAN="2" STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.4pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">Cynthia E. Frost*</FONT></TD>
    <TD COLSPAN="2" STYLE="padding: 3pt 5.4pt; text-align: center"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">Trustee</FONT></TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.4pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">Marcus L. Smith*</FONT></TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">Trustee</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD COLSPAN="2" STYLE="padding: 3pt 5.4pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">Cynthia E. Frost</FONT></TD>
    <TD COLSPAN="2" STYLE="padding: 3pt 5.4pt; text-align: center">&nbsp;</TD>
    <TD STYLE="padding: 3pt 5.4pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">Marcus L. Smith</FONT></TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD COLSPAN="2" STYLE="padding: 3pt 5.4pt">&nbsp;</TD>
    <TD COLSPAN="2" STYLE="padding: 3pt 5.4pt; text-align: center">&nbsp;</TD>
    <TD STYLE="padding: 3pt 5.4pt">&nbsp;</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD COLSPAN="2" STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.4pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">George J. Gorman*</FONT></TD>
    <TD COLSPAN="2" STYLE="padding: 3pt 5.4pt; text-align: center"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">Trustee</FONT></TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.4pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">Susan J. Sutherland*</FONT></TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">Trustee</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD COLSPAN="2" STYLE="padding: 3pt 5.4pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">George J. Gorman</FONT></TD>
    <TD COLSPAN="2" STYLE="padding: 3pt 5.4pt; text-align: center">&nbsp;</TD>
    <TD STYLE="padding: 3pt 5.4pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">Susan J. Sutherland</FONT></TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD COLSPAN="2" STYLE="padding: 3pt 5.4pt">&nbsp;</TD>
    <TD COLSPAN="2" STYLE="padding: 3pt 5.4pt; text-align: center">&nbsp;</TD>
    <TD STYLE="padding: 3pt 5.4pt">&nbsp;</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD COLSPAN="2" STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.4pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">Valerie A. Mosley*</FONT></TD>
    <TD COLSPAN="2" STYLE="padding: 3pt 5.4pt; text-align: center"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">Trustee</FONT></TD>
    <TD STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.4pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">Scott E. Wennerholm*</FONT></TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">Trustee</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD COLSPAN="2" STYLE="padding: 3pt 5.4pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">Valerie A. Mosley</FONT></TD>
    <TD COLSPAN="2" STYLE="padding: 3pt 5.4pt; text-align: center">&nbsp;</TD>
    <TD STYLE="padding: 3pt 5.4pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">Scott E. Wennerholm</FONT></TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD COLSPAN="2" STYLE="padding: 3pt 5.4pt">&nbsp;</TD>
    <TD COLSPAN="2" STYLE="padding: 3pt 5.4pt; text-align: center">&nbsp;</TD>
    <TD STYLE="padding: 3pt 5.4pt">&nbsp;</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD COLSPAN="2" STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.4pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">William H. Park*</FONT></TD>
    <TD COLSPAN="2" STYLE="padding: 3pt 5.4pt; text-align: center"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">Trustee</FONT></TD>
    <TD STYLE="padding: 3pt 5.4pt">&nbsp;</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD COLSPAN="2" STYLE="padding: 3pt 5.4pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">William H. Park</FONT></TD>
    <TD COLSPAN="2" STYLE="padding: 3pt 5.4pt; text-align: center">&nbsp;</TD>
    <TD STYLE="padding: 3pt 5.4pt">&nbsp;</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD COLSPAN="2" STYLE="padding: 3pt 5.4pt">&nbsp;</TD>
    <TD COLSPAN="2" STYLE="padding: 3pt 5.4pt; text-align: center">&nbsp;</TD>
    <TD STYLE="padding: 3pt 5.4pt">&nbsp;</TD>
    <TD STYLE="padding: 3pt 5.4pt; text-align: center">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding: 3pt 5.4pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">*By:</FONT></TD>
    <TD COLSPAN="2" STYLE="border-bottom: Black 1pt solid; padding: 3pt 5.4pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">/s/ Deidre E. Walsh</FONT></TD>
    <TD COLSPAN="3" STYLE="padding: 3pt 5.4pt">&nbsp;</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding: 3pt 5.4pt">&nbsp;</TD>
    <TD COLSPAN="5" STYLE="padding: 3pt 5.4pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">Deidre E. Walsh <I>(As attorney-in-fact)</I></FONT></TD></TR>
  <TR>
    <TD STYLE="width: 5%">&nbsp;</TD>
    <TD STYLE="width: 25%">&nbsp;</TD>
    <TD STYLE="width: 9%">&nbsp;</TD>
    <TD STYLE="width: 8%">&nbsp;</TD>
    <TD STYLE="width: 33%">&nbsp;</TD>
    <TD STYLE="width: 20%">&nbsp;</TD></TR>
  </TABLE>
<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0; text-align: left">&nbsp;</P>


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<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0; text-align: center"><B>INDEX TO EXHIBITS<BR>
<BR>
</B></P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt NewsGoth Lt BT; width: 100%; border-collapse: collapse">
  <TR STYLE="vertical-align: top">
    <TD STYLE="width: 9%"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B><U>Exhibit No.</U></B></FONT></TD>
    <TD STYLE="width: 8%"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B>&nbsp;</B></FONT></TD>
    <TD STYLE="width: 83%"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif"><B><U>Description</U></B></FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="font: 9pt/101% Times New Roman, Times, Serif; padding-top: 6pt; padding-bottom: 6pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif; font-size: 10pt; line-height: 101%">(b)</FONT></TD>
    <TD STYLE="font: 9pt/101% Times New Roman, Times, Serif; padding-top: 6pt; padding-bottom: 6pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">Amended and Restated By-Laws dated March 23, 2020</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="font: 9pt/101% Times New Roman, Times, Serif; padding-top: 6pt; padding-bottom: 6pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif; font-size: 10pt; line-height: 101%">(g)</FONT></TD>
    <TD STYLE="font: 9pt/101% Times New Roman, Times, Serif; padding-top: 6pt; padding-bottom: 6pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif; font-size: 10pt; line-height: 101%">(1)</FONT></TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">Investment Advisory Agreement dated May 12, 2021</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="font: 9pt/101% Times New Roman, Times, Serif; padding-top: 6pt; padding-bottom: 6pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif; font-size: 10pt; line-height: 101%">(k)</FONT></TD>
    <TD STYLE="font: 9pt/101% Times New Roman, Times, Serif; padding-top: 6pt; padding-bottom: 6pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif; font-size: 10pt; line-height: 101%">(4)</FONT></TD>
    <TD STYLE="font: 9pt/101% Times New Roman, Times, Serif; padding-top: 6pt; padding-bottom: 6pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif; font-size: 10pt; line-height: 101%">Administrative Services Agreement dated March 1, 2021</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="font: 9pt/101% Times New Roman, Times, Serif; padding-top: 6pt; padding-bottom: 6pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif; font-size: 10pt; line-height: 101%">(l)</FONT></TD>
    <TD STYLE="font: 9pt/101% Times New Roman, Times, Serif; padding-top: 6pt; padding-bottom: 6pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">Opinion of Internal Counsel</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="font: 9pt/101% Times New Roman, Times, Serif; padding-top: 6pt; padding-bottom: 6pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif; font-size: 10pt; line-height: 101%">(n)</FONT></TD>
    <TD STYLE="font: 9pt/101% Times New Roman, Times, Serif; padding-top: 6pt; padding-bottom: 6pt">&nbsp;</TD>
    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">Consent of Independent Registered Public Accounting Firm</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="font: 9pt/101% Times New Roman, Times, Serif; padding-top: 6pt; padding-bottom: 6pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif; font-size: 10pt; line-height: 101%">(s)</FONT></TD>
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    <TD STYLE="padding-top: 6pt; padding-bottom: 6pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">Power of Attorney dated June 18, 2021</FONT></TD></TR>
  </TABLE>
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<DOCUMENT>
<TYPE>EX-99.(B)
<SEQUENCE>2
<FILENAME>exhibitb_ex-99zb.htm
<DESCRIPTION>AMENDED AND RESTATED BY-LAWS DATED MARCH 23, 2020
<TEXT>
<HTML>
<HEAD>
<TITLE></TITLE>
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<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: right"><B>EXHIBIT (b)&nbsp;</B></P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: center">AMENDED AND RESTATED BY-LAWS</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: center">OF</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: center">EATON VANCE SENIOR INCOME TRUST</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: center">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: center">ARTICLE I</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: center">The Trustees</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">SECTION 1.&#9;<U>Number of Trustees</U>. The number
of Trustees shall be fixed by the Trustees, provided, however, that such number shall at no time be less than two or exceed eighteen.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<P STYLE="text-align: justify; font: 11pt Times New Roman, Times, Serif; margin: 0">SECTION 2. &#9;<U>Trustee Qualifications</U>. All Trustees shall satisfy
the requirements set forth below in this Section 2 of this Article I, except that such requirements are subject to waiver by a majority
of Trustees in office at the time of the nomination of such Trustee.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">(A) Only persons satisfying the
following qualification requirements applicable to all Trustees may be nominated, elected, appointed, qualified or seated (&#8220;nominated
or seated&#8221;) to serve as Trustees:</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 11pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 0"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.5in">(1)</TD><TD STYLE="text-align: justify">An individual nominated or seated as a Trustee shall be at least twenty-one years of age and not older
than the mandatory retirement age determined from time to time by the Trustees or a committee of the Trustees, in each case at the time
the individual is nominated or seated;</TD></TR></TABLE>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 11pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 0"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.5in">(2)</TD><TD STYLE="text-align: justify">An individual nominated or seated as a Trustee shall, at the time the individual is nominated or seated,
serve as a trustee or director of no more than 5 issuers (including the Trust) having securities registered under the Securities Exchange
Act of 1934, as amended (the &#8220;Exchange Act&#8221;) (investment companies or individual series thereof having the same investment
adviser or investment advisers affiliated through a control relationship shall all be counted as a single company for this purpose);</TD></TR></TABLE>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 11pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 0"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.5in">(3)</TD><TD STYLE="text-align: justify">Except as set forth in this Section 2, an individual nominated or seated as a Trustee shall not be an
employee, officer, partner, member, trustee, director or 5% or greater shareholder in any investment adviser (other than the Trust&#8217;s
investment adviser or any investment adviser affiliated with the Trust&#8217;s investment adviser), collective investment vehicle primarily
engaged in the business of investing in &#8220;investment securities&#8221; (as defined in the Investment Company Act of 1940, as amended
(the &#8220;1940 Act&#8221;)) (an &#8220;investment company&#8221;) or entity controlling or controlled by any investment adviser (other
than the Trust&#8217;s investment adviser or any investment adviser affiliated with the Trust&#8217;s investment adviser) or investment
company;</TD></TR></TABLE>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 11pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 0"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.5in">(4)</TD><TD STYLE="text-align: justify">An individual nominated or seated as a Trustee shall not be and shall not have been subject to any censure,
order, consent decree (including consent decrees in which the respondent has neither admitted nor denied the findings) or adverse final
action of any federal, state or foreign governmental or regulatory authority (including self-regulatory organizations), barring or suspending
such individual from participation in or association with any investment-related business or restricting such individual&#8217;s activities
with respect to any investment-related business (collectively, &#8220;Prohibited Conduct&#8221;), nor shall an individual</TD></TR></TABLE>


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<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0 0 0 1in; text-align: justify">nominated or seated as a Trustee be the subject
of any investigation or proceeding that could reasonably be expected to result in an individual nominated or seated as a Trustee failing
to satisfy the requirements of this paragraph, nor shall any individual nominated or seated as a Trustee be or have engaged in any conduct
which has resulted in, or could have reasonably been expected or would reasonably be expected to result in, the Securities and Exchange
Commission (&#8220;SEC&#8221;) censuring, placing limitations on the activities, functions, or operations of, suspending, or revoking
the registration of any investment adviser under Section 203(e) or (f) of the Investment Advisers Act of 1940, as amended; and</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 11pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 0"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.5in">(5)</TD><TD STYLE="text-align: justify">An individual nominated or seated as a Trustee shall not be and shall not have been the subject of any of the ineligibility provisions
contained in Section 9(b) of the 1940 Act that would permit, or could reasonably have been expected or would reasonably be expected to
permit the SEC by order to prohibit, conditionally or unconditionally, either permanently or for a period of time, such individual from
serving or acting as an employee, officer, trustee, director, member of an advisory board, investment adviser or depositor of, or principal
underwriter for, a registered investment company or affiliated person (as defined in Section 2(a)(3) of the 1940 Act) of such investment
adviser, depositor, or principal underwriter.</TD></TR></TABLE>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: center">ARTICLE II</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: center">Officers and Their Election</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">SECTION 1.&#9;<U>Officers</U>. The officers of the
Trust shall be a President, a Treasurer, a Secretary, and such other officers or agents as the Trustees may from time to time elect. It
shall not be necessary for any Trustee or other officer to be a holder of shares in the Trust.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">SECTION 2.&#9;<U>Election of Officers</U>. The Treasurer
and Secretary shall be chosen annually by the Trustees. The President shall be chosen annually by the Trustees. Except for the offices
of the President and Secretary, two or more offices may be held by a single person. The officers shall hold office until their successors
are chosen and qualified.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">SECTION 3.&#9;<U>Resignations and Removals</U>. Any
officer of the Trust may resign by filing a written resignation with the President or with the Trustees or with the Secretary, which shall
take effect on being so filed or at such time as may otherwise be specified therein. The Trustees may at any meeting remove an officer.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: center">ARTICLE III</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: center">Powers and Duties of Trustees and Officers</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">SECTION 1.&#9;<U>Trustees</U>. The business and affairs
of the Trust shall be managed by the Trustees, and they shall have all powers necessary and desirable to carry out that responsibility,
so far as such powers are not inconsistent with the laws of the Commonwealth of Massachusetts, the Declaration of Trust, or these By-Laws.
Except as may be required by Section 16(a) of the 1940 Act, Trustees shall be elected by shareholders only at an annual meeting of shareholders
or special meeting in lieu of an annual meeting, provided that this restriction shall not apply to special meetings called pursuant to
Part I, Section 6(c) of Appendix I to these By-Laws.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>


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<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">SECTION 2.&#9;<U>Executive and other Committees</U>.
The Trustees may elect from their own number an executive committee to consist of not less than three nor more than five members, which
shall have the power and duty to conduct the current and ordinary business of the Trust while the Trustees are not in session, and such
other powers and duties as the Trustees may from time to time delegate to such committee. The Trustees may also elect from their own number
other committees from time to time, the number composing such committees and the powers conferred upon the same to be determined by the
Trustees. Without limiting the generality of the foregoing, the Trustees may appoint a committee consisting of less than the whole number
of Trustees then in office, which committee may be empowered to act for and bind the Trustees and the Trust, as if the acts of such committee
were the acts of all the Trustees then in office, with respect to the institution, prosecution, dismissal, settlement, review, investigation
or other disposition of any dispute, claim, action, suit or proceeding which shall be pending or threatened to be brought before any court,
administrative agency or other adjudicatory body.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">SECTION 3.&#9;<U>Chairperson of the Trustees</U>.
The Trustees shall appoint from among their number a Chairperson. The Chairperson shall preside at the meetings of the Trustees and may
call meetings of the Trustees and of any committee thereof whenever he deems it necessary or desirable to do so. The Chairperson may in
his discretion preside at any meeting of the shareholders, and may delegate such authority to another Trustee or officer of the Trust.
The Chairperson shall exercise and perform such additional powers and duties as from time to time may be assigned to him by the Trustees,
and shall have the resources and authority appropriate to discharge the responsibilities of the office. A Trustee elected or appointed
as Chairperson shall not be considered an officer of the Trust by virtue of such election or appointment. As used herein, the masculine
gender shall be deemed to denote the feminine or other gender.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">SECTION 4.&#9;<U>President</U>. Subject to such supervisory
powers, if any, as may be given by the Trustees to the Chairperson of the Trustees, the President shall be the chief executive officer
of the Trust and subject to the control of the Trustees, he shall have general supervision, direction and control of the business of the
Trust and of its employees and shall exercise such general powers of management as are usually vested in the office of President of a
corporation. 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 Trust, the President or his designee shall preside at such meeting. He shall have the power to employ attorneys
and counsel for the Trust and to employ such subordinate officers, agents, clerks and employees as he may find necessary to transact the
business of the Trust. He shall also have the power to grant, issue, execute or sign such powers of attorney, proxies, contracts, agreements
or other documents as may be deemed advisable or necessary in furtherance of the interests of the Trust. The President shall have such
other powers and duties as, from time to time, may be conferred upon or assigned to him by the Trustees.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">SECTION 5.&#9;<U>Treasurer</U>. The Treasurer shall
be the principal financial and accounting officer of the Trust. He shall deliver all funds and securities of the Trust which may come
into his hands to such bank or trust company as the Trustees shall employ as custodian in accordance with Article III of the Declaration
of Trust. He shall make annual reports in writing of the business conditions of the Trust, which reports shall be preserved upon its records,
and he shall furnish such other reports regarding the business and condition as the Trustees may from time to time require. The Treasurer
shall perform such duties additional to foregoing as the Trustees may from time to time designate.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">SECTION 6.&#9;<U>Secretary</U>. The Secretary shall
record in books kept for the purpose all votes and proceedings of the Trustees and the shareholders at their respective meetings. He shall
have custody of the seal, if any, of the Trust and shall perform such duties additional to the foregoing as the Trustees may from time
to time designate.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0 0 0 1in; text-align: justify; text-indent: -1in">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">SECTION 7.&#9;<U>Other Officers</U>. Other officers
elected by the Trustees shall perform such duties as the Trustees may from time to time designate, including executing or signing such
powers of attorney, proxies, contracts, agreements or other documents as may be deemed advisable or necessary in furtherance of the interests
of the Trust.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify"></P>

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<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">SECTION 8.&#9;<U>Compensation</U>. The Trustees and
officers of the Trust may receive such reasonable compensation from the Trust for the performance of their duties as the Trustees may
from time to time determine.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: center">ARTICLE IV</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: center">Meetings of Shareholders</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<P STYLE="text-align: justify; font: 10pt Times New Roman, Times, Serif; margin: 0 0 6pt; text-indent: 0in">SECTION 1.&#9;<FONT STYLE="font-size: 11pt"><U>Meetings</U>.
Meetings of shareholders, at which the shareholders shall elect Trustees and transact such other business as may properly come before
the meeting, shall be held annually so long as required by NYSE American LLC, New York Stock Exchange or such other exchange or trading
system on which shares of the Trust are principally traded. Meetings of the shareholders (or any class or series) may be called at any
time by the President, and shall be called by the President or the Secretary at the request, in writing or by resolution, of a majority
of the Trustees, or at the written request of the holder or holders of fifty-one percent or more of the total number of the then issued
and outstanding shares of the Trust entitled to vote at such meeting, except that meetings of holders of preferred shares held for the
purpose of considering matters upon which holders of preferred shares are entitled to vote as a separate class may be called at the written
request of the holder or holders of twenty-five percent or more of the total number of the then issued and outstanding preferred shares
of the Trust entitled to vote at such meeting. Any such request shall state the purposes of the proposed meeting.</FONT></P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">SECTION 2.&#9;<U>Place of Meetings</U>. Meetings of
the shareholders shall be held at the principal place of business of the Trust in Boston, Massachusetts, unless a different place within
the United States is designated by the Trustees and stated as specified in the respective notices or waivers of notice with respect thereto;
provided that the Trust may, subject to any applicable law, and upon designation by a majority of Trustees, hold meetings of shareholders
solely by means of remote communications, or may hold &#8220;hybrid&#8221; meetings where some participants attend in person and others
attend by means of remote communications.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">SECTION 3.&#9;<U>Notice of Meetings</U>. Notice of
all meetings of the shareholders, stating the time, place and the purposes for which the meetings are called, shall be given by the Secretary
to each shareholder entitled to vote thereat, and to each shareholder who under the By-Laws is entitled to such notice, by delivering
(by electronic, telephonic, computerized or other alternative means as may be approved by resolutions adopted by the Trustees, which authorization
is received not more than six months before delivery of such notice) or mailing, postage paid, addressed to such address as it appears
upon the books of the Trust, at least ten days no more than ninety days before the time fixed for the meeting, and the person given such
notice shall make an affidavit with respect thereto. If any shareholder shall have failed to inform the Trust of his address, no notice
need be sent to him. No notice need be given to any shareholder if a written waiver of notice, executed before or after the meeting by
the shareholder or his attorney thereunto authorized, is filed with the records of the meeting.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">SECTION 4.&#9;<U>Quorum</U>. Except as otherwise provided
by law, to constitute a quorum for the transaction of any business at any meeting of shareholders, there must be present, in person or
by proxy, holders of a majority of the total number of shares of the then issued and outstanding shares of the Trust entitled to vote
at such meeting; provided that if a class (or series) of shares is entitled to vote as a separate class (or series) on any matter, then
in the case of that matter a quorum shall consist of the holders of a majority of the total number of shares of the then issued and outstanding
shares of that class (or series) entitled to vote at the meeting. Shares owned directly or indirectly by the Trust, if any, shall not
be deemed outstanding for this purpose.</P>


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<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">If a quorum, as above defined,
shall not be present for the purpose of any vote that may properly come before any meeting of shareholders at the time and place of any
meeting, the shareholders present in person or by proxy and entitled to vote at such meeting on such matter holding a majority of the
shares present and entitled to vote on such matter may by vote adjourn the meeting from time to time to be held at the same place without
further notice than by announcement to be given at the meeting until a quorum, as above defined, entitled to vote on such matter, shall
be present, whereupon any such matter may be voted upon at the meeting as though held when originally convened.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">SECTION 5.&#9;<U>Voting</U>. At each meeting of the
shareholders, every shareholder of the Trust shall be entitled to one vote in person or by proxy for each of the then issued and outstanding
shares of the Trust then having voting power in respect of the matter upon which the vote is to be taken, standing in his name on the
books of the Trust at the time of the closing of the transfer books for the meeting, or, if the books be not closed for any meeting, on
the record date fixed as provided in Section 4 of Article VI of these By-Laws for determining the shareholders entitled to vote at such
meeting, or if the books be not closed and no record date be fixed, at the time of the meeting. The record holder of a fraction of a share
shall be entitled in like manner to corresponding fraction of a vote. Notwithstanding the foregoing, the Trustees may, in connection with
the establishment of any class (or series) of shares or in proxy materials for any meeting of shareholders or in other solicitation materials
or by vote or other action duly taken by them, establish conditions under which the several classes (or series) shall have separate voting
rights or no voting rights.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">All elections of Trustees shall
be conducted in any manner approved at the meeting of the shareholders at which said election is held, and shall be by ballot if so requested
by any shareholder entitled to vote thereon. Subject to any provision of applicable binding law, the Declaration of Trust, these By-Laws
or a resolution of the Trustees specifying a greater or a lesser vote requirement, for the transaction of any item of business that properly
comes before any meeting of shareholders, (i) with respect to the election of Trustees, other than a Contested Election, a nominee receiving
the affirmative vote of a plurality of the shares represented in person or by proxy at any meeting at which a quorum is present shall
be deemed and declared elected, (ii) with respect to a Contested Election, a nominee receiving the affirmative vote of a majority of the
shares outstanding and entitled to vote with respect to such matter at such meeting shall be deemed and declared elected and (iii) for
all other items of business, upon the affirmative vote of a majority of the votes cast in person or by proxy at any meeting at which a
quorum is present and entitled to vote on the subject matter, such matter shall be deemed and declared approved.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">For purposes of the foregoing
paragraph, &#8220;Contested Election&#8221; shall mean any election of Trustees in which the number of persons nominated for election
as Trustees with respect to a given class of shares of the Trust in accordance with Article IV, Section 8 hereof exceeds the number of
Trustees to be elected with respect to such class, with the determination that any election of Trustees is a Contested Election to be
made by the Secretary or other officer of the Trust prior to the time the Trust mails its initial proxy statement in connection with such
election of Trustees. If, prior to the time the Trust mails its initial proxy statement in connection with such election of Trustees,
one or more persons nominated for election as a Trustee are withdrawn or deemed to be ineligible pursuant to these By-Laws, such that
the number of persons nominated for election as Trustee no longer exceeds the number of Trustees to be elected, such election shall not
be considered a Contested Election.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">In the event of a Contested Election,
if one (or more) nominees are elected who were not Trustees prior to such Contested Election (&#8220;Non-Incumbents&#8221;), then the
Non-Incumbents shall first fill any vacancies and then succeed those Trustees who served as Trustees prior to such Contested Election
and stood for reelection at such Contested Election with the fewest affirmative votes. If an annual meeting (the &#8220;Current Annual
Meeting&#8221;) is called for the purpose of considering the election of a Trustee whose term is expiring</P>


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<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">at the time of such annual meeting (an &#8220;Expiring
Trustee&#8221;) or such Trustee&#8217;s successor, and the Expiring Trustee is not elected and such Expiring Trustee&#8217;s successor
is not elected and qualified (in either case, because the required vote or quorum is not obtained, or otherwise), then such Trustee shall
remain a member of the relevant class of Trustees, holding office until the annual meeting held in the third succeeding year following
the year set for the Current Annual Meeting in the initial notice thereof and until the election and qualification of such Trustee&#8217;s
successor, if any, or until such Trustee sooner dies, resigns, retires or is removed.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0 0 12pt; text-align: justify">SECTION 6.&#9;<U>Proxies</U>. A<FONT STYLE="letter-spacing: -0.15pt">ny
shareholder entitled to vote upon any matter at any meeting of the shareholders may so vote by proxy, provided that such proxy to act
is authorized to act by (i) a written instrument, dated not more than six months before the meeting and executed either by the shareholder
or by his or her duly authorized attorney in fact (who may be so authorized by a writing or by any non-written means permitted by the
laws of the Commonwealth of Massachusetts) or (ii) such electronic, telephonic, computerized or other alternative means as may be approved
by a resolution adopted by the Trustees, which authorization is received not more than six months before the initial session of the meeting.
Proxies shall be delivered to the Secretary of the Trust or other person responsible for recording the proceedings before being voted.
A proxy with respect to shares held in the name of two or more persons shall be valid if executed by one of them unless at or prior to
exercise of such proxy the Trust receives a specific written notice to the contrary from any one of them. Unless otherwise specifically
limited by their terms, proxies shall entitle the holder thereof to vote at any adjournment of a meeting. A proxy purporting to be exercised
by or on behalf of a shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity
shall rest on the challenger. At all meetings of the shareholders, unless the voting is conducted by inspectors, all questions relating
to the qualifications of voters, the validity of proxies, and the acceptance or rejection of votes shall be decided by the chairperson
of the meeting.</FONT></P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">SECTION 7.&#9;<U>Consents</U>. Any action which may
be taken by shareholders may be taken without a meeting if the holder or holders of fifty-one percent or more of the total number of the
then issued and outstanding shares of the Trust entitled to vote on such matter (or such higher proportion as would be required by the
Declaration of Trust or these By-Laws with respect to such action at an in-person meeting) consent to the action in writing and the written
consents are filed with the records of the meetings of shareholders. Such consents shall be treated for all purposes as a vote taken at
a meeting of shareholders.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">SECTION 8.&#9;<U>Notice of Shareholder Business and
Nominations</U></P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">(A) <U>Annual Meetings of Shareholders</U>.
(1) Nominations of persons for election to the Board of Trustees and the proposal of business to be considered by the shareholders may
be made at an annual meeting of shareholders or special meeting in lieu of an annual meeting (a) pursuant to the notice of meeting described
in Section 3 of this Article of these By-Laws; (b) by or at the direction of the Board of Trustees; or (c) by any shareholder of the Trust
who was a shareholder of record at the time of giving of notice provided for in Section 3 of this Article of these By-Laws, who is entitled
to vote at the meeting, who complied with the notice provisions set forth in this Section 8 and who held at least $2,000 in market value,
or 1%, of the Trust&#8217;s securities entitled to be voted on the nomination or proposal at the meeting for at least one year by the
date such shareholder submitted such nomination or proposal. As used in these By-Laws, an &#8220;annual meeting&#8221; is a meeting of
the shareholders of the Trust that is required pursuant to the first sentence of Section 1 of this Article IV. As used in these By-Laws,
a &#8220;special meeting in lieu of an annual meeting&#8221; is a meeting held in lieu of an annual meeting that is not held in a given
year if so required, whether the omission be by oversight or otherwise.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 1in">(2) For nominations or other business
properly to be brought before an annual meeting or special meeting in lieu of an annual meeting by a shareholder pursuant to clause (c)
of paragraph (A)(1) of this Section 8, the shareholder must have given timely notice thereof in writing to the Secretary of the Trust</P>


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<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">and such other business must be a proper matter for
shareholder action. To be timely, a shareholder&#8217;s notice shall be delivered to the Secretary at the principal executive offices
of the Trust not later than the close of business on the ninetieth day nor earlier than the close of business on the one hundred-twentieth
day prior to the first anniversary of the preceding year&#8217;s annual meeting or, as applicable, special meeting in lieu of an annual
meeting; provided, however, that in the event that the date of the annual meeting or special meeting in lieu of an annual meeting is more
than thirty days before or more than sixty days after such anniversary date, notice by the shareholder to be timely must be so delivered
not earlier than the close of business on the later of the ninetieth day prior to such annual meeting or special meeting in lieu of an
annual meeting or the tenth day following the day on which public announcement of the date of such meeting is first made. In no event,
shall the public announcement of an adjournment of an annual meeting or special meeting in lieu of an annual meeting commence a new time
period for the giving of a shareholder&#8217;s notice as described above. Such shareholder&#8217;s notice shall set forth:</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">(a) as to each person whom the
shareholder proposes to nominate for election or reelection as a Trustee:</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0 0 0 1in; text-align: justify; text-indent: -0.5in">&#9;(i) &#9;the name,
age, business address and residence address of such proposed nominee &#9;and of any Proposed Nominee Associated Person;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0 0 0 1in; text-align: justify; text-indent: -0.5in">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0 0 0 1in; text-align: justify; text-indent: -0.5in">&#9;(ii) &#9;the principal
occupation or employment of such proposed nominee;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0 0 0 1in; text-align: justify; text-indent: -0.5in">&#9;(iii) &#9;the class
or series and number of all shares of the Trust which are owned &#9;beneficially or of record, directly or indirectly, by such proposed
nominee and any &#9;Proposed Nominee Associated Person, and the name and address of the record &#9;holder(s) of such shares (if different
than the beneficial owner(s)) as they appear &#9;on the records of the Trust;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0 0 0 1in; text-align: justify; text-indent: -0.5in">&#9;(iv) &#9;the name
of each nominee holder of shares owned beneficially but not of record &#9;by such proposed nominee or any Proposed Nominee Associated
Person, and the &#9;number of such shares held by each such nominee holder;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0 0 0 1in; text-align: justify; text-indent: -0.5in">&#9;(v) &#9;whether and
the extent to which any derivative instrument, swap, option, warrant, &#9;short interest, hedge or profit interest or other transaction
has been entered into by &#9;or on behalf of such proposed nominee, or any Proposed Nominee &#9;Associated Person, with respect to shares
of the Trust;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0 0 0 1in; text-align: justify; text-indent: -0.5in">&#9;(vi) &#9;whether
and the extent to which any other transaction, agreement, arrangement or &#9;understanding (including any short position or any borrowing
or lending of shares) &#9;has been made by or on behalf of such proposed nominee, or any Proposed &#9;Nominee Associated Person, the effect
or intent of any of the foregoing being to &#9;mitigate loss to, or to manage risk or benefit of share price changes for, such &#9;proposed
nominee, or any Proposed Nominee Associated Person, or to increase or &#9;decrease the voting power or pecuniary or economic interest
of such proposed &#9;nominee, or any Proposed Nominee Associated Person, with respect to the shares;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0 0 0 1in; text-align: justify; text-indent: -0.5in">&#9;(vii) &#9;a representation
as to whether such proposed nominee is an &#8220;interested person,&#8221; as &#9;defined under Section 2(a)(19) of the 1940 Act and sufficient
information about &#9;the proposed nominee to permit counsel to the Trust to confirm such &#9;representation, including information with
respect to each relationship set forth in &#9;Section 2(a)(19) of the 1940 Act which may cause such proposed nominee to be &#9;an interested
person of the Trust or a representation that no such relationship exists;</P>


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<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0 0 0 1in; text-align: justify; text-indent: -0.5in">&#9;(viii) &#9;information
to establish to the satisfaction of the Board of Trustees that the &#9;proposed nominee satisfies the trustee qualifications as set out
in these By-Laws; &#9;and</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0 0 0 1in; text-align: justify; text-indent: -0.5in">&#9;(ix) &#9;any other
information relating to such proposed nominee or Proposed Nominee &#9;Associated Person that would be required to be disclosed in a proxy
statement or &#9;other filings required to be made in connection with solicitations of proxies for &#9;election of directors in an election
contest pursuant to Section 14 of the Exchange &#9;Act (even if an election contest is not involved); and</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">(b) as to any other business that
the shareholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the
reasons for conducting such business at the meeting and any material interest in such business of such shareholder and the beneficial
owner, if any, on whose behalf the proposal is made; and</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">(c) as to the shareholder giving
the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made:</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; text-indent: -40pt; margin: 0 0 0 1in; text-align: justify">&#9;(i) &#9;the name and address of such shareholder,
as they appear on the Trust&#8217;s books, and &#9;&#9;of such beneficial owner and of any Shareholder Associated Person;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0 0 0 1in; text-align: justify; text-indent: -0.5in">&#9;(ii) &#9;the class/series
and number of shares of the Trust which are owned beneficially &#9;and of record by such shareholder, such beneficial owner and any Shareholder
&#9;Associated Person;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0 0 0 1in; text-align: justify; text-indent: -0.5in">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0 0 0 1in; text-align: justify; text-indent: -0.5in">&#9; (iii) &#9;whether
and the extent to which any derivative instrument, swap option, warrant, &#9;short interest, hedge or profit interest or other transaction
has been entered into by &#9;or on behalf of such person, or any Shareholder Associated Person, with respect to &#9;shares of the Trust;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0 0 0 1in; text-align: justify; text-indent: -0.5in">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0 0 0 1in; text-align: justify; text-indent: -0.5in">&#9;(iv) &#9;whether
and the extent to which any other transaction, agreement, arrangement or &#9;understanding (including any short position or any borrowing
or lending of shares) &#9;has been made by or on behalf of such person, or any Shareholder Associated &#9;Person, the effect or intent
of any of the foregoing being to mitigate loss to, or to &#9;manage risk or benefit of stock price changes for, such person, or any Shareholder
&#9;Associated Person, or to increase or decrease the voting power or pecuniary or &#9;economic interest of such person, or any Shareholder
Associated Person, with &#9;respect to shares of the Trust;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0 0 0 1in; text-align: justify; text-indent: -0.5in">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0 0 0 1in; text-align: justify; text-indent: -0.5in">&#9;(v) &#9;a description
of all agreements, arrangements, or understandings (whether written &#9;or oral) between such person, or any Shareholder Associated Person
and any &#9;proposed nominee or any other person or persons (including their names) pursuant &#9;to which the proposal(s) or nomination(s)
are being made by such person, and any &#9;material interest of such person, or any Shareholder Associated Person, in such &#9;proposal
or nomination, including any anticipated benefit therefrom to such &#9;person, or any Shareholder Associated Person;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0 0 0 1in; text-align: justify; text-indent: -0.5in">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0 0 0 1in; text-align: justify; text-indent: -0.5in">&#9;(vi)&#9;a representation
that the shareholder, or group of shareholders, giving notice &#9;intends to appear in person at the annual meeting or special meeting
in lieu of an &#9;annual meeting to make the proposals or nominate the persons named in its notice; &#9;and</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0 0 0 1in; text-align: justify; text-indent: -0.5in"></P>

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<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0 0 0 1in; text-align: justify; text-indent: -0.5in">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0 0 0 1in; text-align: justify; text-indent: -0.5in">&#9;(vii) &#9;any other
information relating to such person that would be required to be disclosed &#9;in a proxy statement or other filings required to be made
in connection with the &#9;solicitation of proxies for election of directors in an election contest pursuant to &#9;Section 14 of the
Exchange Act (even if an election contest is not involved).&#9;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0 0 0 1in; text-align: justify; text-indent: -0.5in">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">For purposes of the foregoing,
a &#8220;Proposed Nominee Associated Person&#8221; of any proposed nominee shall mean (A) any person acting in concert with such proposed
nominee and (B) any direct or indirect beneficial owner of shares owned of record or beneficially by such proposed nominee or person acting
in concert with the proposed nominee. A &#8220;Shareholder Associated Person&#8221; of any beneficial or record shareholder shall mean
(A) any person acting in concert with such shareholder, (B) any direct or indirect beneficial owner of shares owned of record or beneficially
by such shareholder or any person acting in concert with such shareholder, (C) any person controlling, controlled by or under common control
with such shareholder or a Shareholder Associated Person and (D) any member of the immediate family of such shareholder or Shareholder
Associated Person.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 1in">(3) A shareholder of record, or
group of shareholders of record, providing notice of any proposal or nomination proposed to be made at an annual meeting or special meeting
in lieu of an annual meeting shall further update and supplement such notice, if necessary, so that:</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0 0 0 1in; text-align: justify; text-indent: -0.5in">&#9;(i) &#9;the information
provided or required to be provided in such notice pursuant to &#9;paragraph (A)(2) of this Article IV, Section 8 shall be true and correct
as of the &#9;record date for determining the shareholders entitled to receive notice of the annual &#9;meeting or special meeting in
lieu of an annual meeting, and such update and &#9;supplement shall be delivered to or be mailed and received by the Secretary at the
&#9;principal executive offices of the Trust not later than five business days after the &#9;record date for determining the shareholders
entitled to receive notice of such &#9;annual meeting or special meeting in lieu of an annual meeting; and</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0 0 0 1in; text-align: justify; text-indent: -0.5in">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0 0 0 1in; text-align: justify; text-indent: -0.5in">&#9; (ii) &#9;any subsequent
information reasonably requested by the Board of Trustees to &#9;determine that any proposed nominee has met the trustee qualifications
as set out &#9;in these By-Laws is provided, and such update and supplement shall be delivered &#9;to or be mailed and received by the
Secretary at the principal executive offices of &#9;the Trust not later than five business days after the request by the Board of Trustees
&#9;for subsequent information regarding trustee qualifications has been delivered to &#9;or mailed and received by such shareholder of
record, or group of shareholders of &#9;record, providing notice of any nomination.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 1in">(4) Notwithstanding anything in
the second sentence of paragraph (A)(2) of this Section 8 to the contrary, in the event that the number of Trustees to be elected by shareholders
of the Trust to the Board of Trustees is increased and there is no public announcement naming all of the nominees for Trustee or specifying
the size of the increased Board of Trustees made by the Trust at least one hundred days prior to the first anniversary of the preceding
year&#8217;s annual meeting, a shareholder&#8217;s notice required by this Section 8 shall also be considered timely, but only with respect
to nominees for any new positions created by such increase, if it shall be delivered to the Secretary at the principal executive offices
of the Trust not later than the close of business on the tenth day following the day on which such public announcement is first made by
the Trust.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>


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<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">(B)
<U>Special Meetings of Shareholders</U>. As used in these By-Laws, &#8220;special meeting&#8221; refers to any meeting of the Trust&#8217;s
shareholders other than an annual meeting or special meeting in lieu of an annual meeting. Only such business shall be conducted by a
special meeting of shareholders as shall have been brought before the meeting pursuant to the Trust&#8217;s notice of meeting given by
or at the direction of a majority of the Trustees. Except as may be required by Section 16(a) of the 1940 Act, Trustees shall be elected
only at an annual meeting of shareholders or special meeting in lieu of an annual meeting and not at a special meeting, provided that
this restriction shall not apply to special meetings called pursuant to Part I, Section 6(c) of Appendix I to these By-Laws.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">(C) <U>General</U>. (1) Only such
persons who are nominated in accordance with the procedures set forth in this Section 8 shall be eligible to serve as Trustees and only
such business shall be conducted at a meeting of shareholders as shall have been brought before the meeting in accordance with the procedures
set forth in this Section 8. Except as otherwise provided by law, the Declaration of Trust or these By-Laws, the Chairperson (or such
officer of the Trust or its investment adviser presiding at the meeting) shall have the power and duty to determine whether a nomination
or any business proposed to be brought before the meeting was made, or proposed, as the case may be, in accordance with the procedures
set forth in this Section 8 and, if any proposed nomination or business is not in compliance with this Section 8, to declare that such
defective proposal or nomination shall be disregarded.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 1in">(2) For purposes of this Section
8, &#8220;public announcement&#8221; shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press
or comparable national news service or in a document publicly filed by the Trust with the SEC pursuant to Section 13, 14 or 15(d) of the
Exchange Act.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 1in">(3) Notwithstanding the foregoing
provisions of this Section 8, a shareholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations
thereunder with respect to the matters set forth in this Section 8. Nothing in this Section 8 shall be deemed to affect any rights of
(a) shareholders to request inclusion of proposals in the Trust&#8217;s proxy statement pursuant to Rule 14a-8 under the Exchange Act
or (b) the holders of any class of preferred shares of beneficial interest to elect Trustees under specified circumstances.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0in">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: center">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: center">ARTICLE V</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: center">Trustees Meetings</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">SECTION 1.&#9;<U>Meetings</U>. The Trustees may in
their discretion provide for regular or stated meetings of the Trustees. Meetings of the Trustees other than regular or stated meetings
shall be held whenever called by the Chairperson and at least one other Trustee at the time being in office, or by a majority of the Trustees
at the time being in office. Any or all of the Trustees may participate in a meeting by means of a conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear each other at the same time, and participation by such means
shall constitute presence in person at a meeting.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">SECTION 2.&#9;<U>Notices</U>. Notice of regular or
stated meetings need not be given. Notice of the time and place of each meeting other than regular or stated meeting shall be given by
the Secretary or by one of the Trustee(s) calling the meeting and shall be mailed to each Trustee at his or her business address for
delivery at least two days before the meeting, or shall be transmitted electronically to each Trustee at his or her electronic delivery
address or personally delivered to him at least one day before the meeting. Such notice may, however, be waived by all the Trustees.
Notice of a meeting need not be given to any Trustee if a written waiver of notice, executed by him before or after the meeting, is filed
with the records of the meeting, or to any Trustee who attends the meeting without protesting prior thereto or at its commencement the
lack of notice to him. A notice or waiver of notice need not specify the purpose of any special meeting.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify"></P>

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<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">SECTION 3.&#9;<U>Consents</U>. Any action required
or permitted to be taken at any meeting of the Trustees may be taken by the Trustees without a meeting if a written consent thereto is
signed by a majority of the Trustees (or such higher proportion as would be required by the Declaration of Trust or these By-Laws with
respect to such action at an in-person meeting) and filed with the records of the Trustees' meetings. A Trustee may deliver his consent
to the Trust by facsimile machine or other electronic communication equipment. Such consent shall be treated as a vote at a meeting for
all purposes.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">SECTION 4.&#9;<U>Place of In-Person Meetings</U>.
The Trustees may hold their meetings within or without the Commonwealth of Massachusetts.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">SECTION 5.&#9;<U>Quorum and Manner of Acting</U>.
Except as otherwise required by the Declaration of Trust, these By-Laws or by statute, a majority of the Trustees in office shall be present
in person at any regular or stated meeting or special meeting of the Trustees in order to constitute a quorum for the transaction of business
at such meeting and the act of a majority of the Trustees present at any such meeting, at which a quorum is present, shall be the act
of the Trustees. In the event that action is to be taken with respect to the death, declination, resignation, retirement, removal or incapacity
of one or more Trustees, a quorum for the transaction of such business and any other business conducted at such meeting and (except as
otherwise required by the Declaration of Trust, by these By-Laws or by statute) shall be a majority of the remaining Trustees then in
office. In the absence of a quorum, a majority of the Trustees present may adjourn the meeting from time to time until a quorum shall
be present. Notice of any adjourned meeting need not be given.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: center">ARTICLE VI</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: center">Shares of Beneficial Interest</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">SECTION 1.&#9;<U>Certificates for Shares of Beneficial
Interest</U>. Certificates for shares of beneficial interest of any class of shares of the Trust, if issued, shall be in such form as
shall be approved by the Trustees. They shall be signed by, or in the name of, the Trust by the President and by the Treasurer and may,
but need not be, sealed with seal of the Trust; provided, however, that where such certificate is signed by a transfer agent or a transfer
clerk acting on behalf of the Trust or a registrar other than a Trustee, officer or employee of the Trust, the signature of the President
or Treasurer and the seal may be facsimile. In case any officer or officers who shall have signed, or whose facsimile signature or signatures
shall have been used on any such certificate or certificates, shall cease to be such officer or officers of the Trust whether because
of death, resignation or otherwise, before such certificate or certificates shall have been delivered by the Trust, such certificate or
certificates may nevertheless be adopted by the Trust and be issued and delivered as though the person or persons who signed such certificate
or certificates or whose facsimile signatures shall have been used thereon had not ceased to be such officer or officers of the Trust.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">SECTION 2.&#9;<U>Transfer of Shares</U>. Transfers
of shares of beneficial interest of any shares of the Trust shall be made only on the books of the Trust by the owner thereof or by his
attorney thereunto authorized by a power of attorney duly executed and filed with the Secretary or a transfer agent, and only upon the
surrender of any certificate or certificates for such shares. The Trust shall not impose any restrictions upon the transfer of the shares
of the Trust, but this requirement shall not prevent the charging of customary transfer agent fees.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify"></P>

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<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">SECTION 3.&#9;<U>Transfer Agent and Registrar; Regulations</U>.
The Trust shall, if and whenever the Trustees shall so determine, maintain one or more transfer offices or agencies, each in the charge
of a transfer agent designated by the Trustees, where the shares of beneficial interest of the Trust shall be directly transferable.
The Trust shall, if and whenever the Trustees shall so determine, maintain one or more registry offices, each in the charge of a registrar
designated by the Trustees, where such shares shall be registered, and no certificate for shares of the Trust in respect of which a transfer
agent and/or registrar shall have been designated shall be valid unless countersigned by such transfer agent and/or registered by such
registrar. The principal transfer agent may be located within or without the Commonwealth of Massachusetts and shall have charge of the
stock transfer books, lists and records, which shall be kept within or without Massachusetts in an office which shall be deemed to be
the stock transfer office of the Trust. The Trustees may also make such additional rules and regulations as it may deem expedient concerning
the issue, transfer and registration of certificates for shares of the Trust.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">SECTION 4.&#9;<U>Closing of Transfer Books and Fixing
Record Date</U>. The Trustees may fix in advance a time which shall be not more than seventy-five days before the date of any meeting
of shareholders, or the date for the payment of any dividend or the making or any distribution to shareholders or the last day on which
the consent or dissent of shareholders may be effectively expressed for any purpose, as the record date for determining the shareholders
having the right to notice of and to vote at such meeting, and any adjournment thereof, or the right to receive such dividend or distribution
or the right to give such consent or dissent, and in such case only shareholders of record on such record date shall have such right,
notwithstanding any transfer of shares on the books of the Trust after the record date. The Trustees may, without fixing such record date,
close the transfer books for all or any part of such period for any of the foregoing purposes.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">SECTION 5.&#9;<U>Lost, Destroyed or Mutilated Certificates</U>.
The holder of any shares of the Trust shall immediately notify the Trust of any loss, destruction or mutilation of the certificate therefor,
and the Trustees may, in their discretion, cause a new certificate or certificates to be issued to him, in case of mutilation of the certificate,
upon the surrender of the mutilated certificate, or, in case of loss or destruction of the certificate, upon satisfactory proof of such
loss or destruction and, in any case, if the Trustees shall so determine, upon the delivery of a bond in such form and in such sum and
with such surety or sureties as the Trustees may direct, to indemnify the Trust against any claim that may be made against it on account
of the alleged loss or destruction of any such certificate.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">SECTION 6.&#9;<U>Record Owner of Shares</U>. The Trust
shall be entitled to treat the person in whose name any share of the Trust is registered on the books of the Trust as the owner thereof,
and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: center">ARTICLE VII</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: center">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: center">Preferred Shares</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: center">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0">The rights and preferences of the Trust&#8217;s preferred shares are as
set forth on Appendix I, which is incorporated herein in its entirety.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: center">ARTICLE VIII</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: center">Fiscal Year</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">SECTION 1.&#9;<U>Fiscal Year</U>. The fiscal year
of the Trust shall end on such date as the Trustees may, from time to time, determine.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: center"></P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: center"></P>

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<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: center">ARTICLE IX</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: center">Seal</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">SECTION 1.&#9;<U>Seal</U>. The Trustees may adopt
a seal of the Trust which shall be in such form and shall have such inscription thereon as the Trustees may from time to time prescribe.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: center">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: center">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: center">ARTICLE X</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: center">Inspection of Books</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">SECTION 1.&#9;<U>Inspection of Books by Shareholders</U>.
The Trustees shall from time to time determine whether and to what extent, and at what times and places, and under what conditions and
regulations the accounts and books of the Trust or any of them shall be open to the inspection of the shareholders; and no shareholder
shall have any right to inspect any account or book or document of the Trust except as conferred by law or authorized by the Trustees
or by resolution of the shareholders.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">SECTION 2.&#9;<U>Inspection of Books by Trustees</U>.
The results of all actions taken at a meeting of the Trustees, or by written consent of the Trustees, shall be recorded by the Secretary
of the meeting appointed by the Board of Trustees. Each Trustee shall be entitled to examine the Declaration of Trust and these By-Laws.
Subject to such policies and procedures as may be adopted by the Board of Trustees, a Trustee shall also be entitled to access the Trust&#8217;s
other records and to receive such other information about the Trust as is reasonably necessary for the Trustee to perform his or her duties
to the Trust and its shareholders and otherwise only to the extent required by applicable law. Subject to such policies and procedures,
a majority of Trustees shall determine in good faith whether any request for such access to records or such other information is reasonably
necessary for the Trustees to perform such duties, and such determination shall be binding upon the requesting Trustee and all other parties.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: center">ARTICLE XI</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: center">Principal Custodian and Sub&#45;custodians</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">SECTION 1.&#9;<U>Principal Custodian</U>. The following
provisions shall apply to the employment of the principal Custodian pursuant to the Declaration of Trust:</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">(A) The Trust may employ the principal
Custodian:</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0 0.5in 0 1.5in; text-align: justify; text-indent: -1in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 11pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 0"><TR STYLE="vertical-align: top">
<TD STYLE="width: 1in"></TD><TD STYLE="width: 0.5in">(1)</TD><TD STYLE="text-align: justify; padding-right: 0.5in">To hold securities owned by the Trust and deliver the same upon written order or
oral order, if confirmed in writing, or by such electro-mechanical or electronic devices as are agreed to by the Trust and such Custodian;</TD></TR></TABLE>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0 0.5in 0 0; text-align: justify">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 11pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 0"><TR STYLE="vertical-align: top">
<TD STYLE="width: 1in"></TD><TD STYLE="width: 0.5in">(2)</TD><TD STYLE="text-align: justify; padding-right: 0.5in">To receive and receipt for any moneys due to the Trust and deposit the same in its
own banking department or, as the Trustees may direct, in any bank, trust company or banking institution approved by such Custodian, provided
that all such deposits shall be subject only to the draft or order of such Custodian; and</TD></TR></TABLE>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0 0.5in 0 0; text-align: justify">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 11pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 0"><TR STYLE="vertical-align: top">
<TD STYLE="width: 1in"></TD><TD STYLE="width: 0.5in">(3)</TD><TD STYLE="text-align: justify; padding-right: 0.5in">To disburse such funds upon orders or vouchers.</TD></TR></TABLE>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0 0.5in 0 0; text-align: justify">&nbsp;</P>

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<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 11pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 0"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.5in">(B)</TD><TD STYLE="text-align: justify; padding-right: 0.5in">The Trust may also employ such Custodian as its agent:</TD></TR></TABLE>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0 0.5in 0 0; text-align: justify">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 11pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 0"><TR STYLE="vertical-align: top">
<TD STYLE="width: 1in"></TD><TD STYLE="width: 0.5in">(1)</TD><TD STYLE="text-align: justify; padding-right: 0.5in">To keep the books and accounts of the Trust and furnish clerical and accounting
services; and</TD></TR></TABLE>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0 0.5in 0 0; text-align: justify">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 11pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 0"><TR STYLE="vertical-align: top">
<TD STYLE="width: 1in"></TD><TD STYLE="width: 0.5in">(2)</TD><TD STYLE="text-align: justify; padding-right: 0.5in">To compute the net asset value per share in the manner approved by the Trust.</TD></TR></TABLE>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0 0.5in 0 0; text-align: justify">&nbsp;&#9;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" STYLE="border-collapse: collapse; font: 11pt Times New Roman, Times, Serif; width: 100%">
<TR STYLE="vertical-align: top; text-align: left">
  <TD STYLE="width: 7%">&nbsp;</TD>
  <TD STYLE="width: 7%">&#9;(C)</TD>
  <TD STYLE="padding-right: 0.5in; text-align: justify; width: 86%">All
of the foregoing services shall be performed upon such basis of compensation as may be agreed upon between the Trust and the
principal Custodian. If so directed by vote of the holders of a majority of the outstanding shares of Trust, the principal Custodian
shall deliver and pay over all property of the Trust held by it as specified in such vote.&#9;</TD></TR>
</TABLE>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0 0.5in 0 1in; text-align: justify; text-indent: -40pt">&nbsp;&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 11pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 0"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.5in">(D)</TD><TD STYLE="text-align: justify; padding-right: 0.5in">In case of the resignation, removal or inability to serve of any such Custodian,
the Trustees shall promptly appoint another bank or trust company meeting the requirements of the Declaration of Trust as successor principal
Custodian. The agreement with the principal Custodian shall provide that the retiring principal Custodian shall, upon receipt of notice
of such appointment, deliver the funds and property of the Trust in its possession to and only to such successor, and that pending appointment
of a successor principal Custodian, or a vote of the shareholders to function without a principal Custodian, the principal Custodian shall
not deliver funds and property of the Trust to the Trustees, but may deliver them to a bank or trust company doing business in Boston,
Massachusetts, of its own selection, having an aggregate capital, surplus and undivided profits, as shown by its last published report,
of not less than $2,000,000, as the property of the Trust to be held under terms similar to those on which they were held by the retiring
principal Custodian.</TD></TR></TABLE>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">SECTION 2.&#9;<U>Sub-Custodian</U>. The Trust may
also authorize the principal Custodian to employ one or more sub&#45;custodians from time to time to perform such of the acts and services
of the Custodian and upon such terms and conditions as may be agreed upon between the Custodian and sub&#45;custodian.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">SECTION 3.&#9;<U>Securities Depositories, etc.</U>
Subject to such rules, regulations and orders as the SEC may adopt, the Trust may authorize or direct the principal Custodian or any sub&#45;custodian
to deposit all or any part of the securities in or with one or more depositories or clearing agencies or systems for the central handling
of securities or other book&#45;entry systems approved by the Trust, or in or with such other persons or systems as may be permitted by
the SEC, or otherwise in accordance with the Act, pursuant to which all securities of any particular class or series of any issuer deposited
within the system are treated as fungible and may be transferred or pledged by bookkeeping entry without physical delivery of such securities,
provided that all such deposits shall be subject to withdrawal only upon the order of the Trust or the principal Custodian or the sub&#45;custodian.
The Trust may also authorize the deposit in or with one or more eligible foreign custodians (or in or with one or more foreign depositories,
clearing agencies or systems for the central handling of securities) of all or part of the Trust&#8217;s foreign assets, securities, cash
and cash equivalents in amounts reasonably necessary to effect the Trust&#8217;s foreign investment transactions, in accordance with such
rules, regulations and orders as the SEC may adopt.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: center"></P>

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<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: center">ARTICLE XII</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: center">Limitation of Liability and Indemnification</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">SECTION 1.&#9;<U>Limitation of Liability</U>. Provided
they have exercised reasonable care and have acted under the reasonable belief that their actions are in the best interest of the Trust,
the Trustees shall not be responsible for or liable in any event for neglect or wrongdoing of them or any officer, agent, employee or
investment adviser of the Trust, but nothing contained in the Declaration of Trust or herein shall protect any Trustee against any liability
to which he would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of his office.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="text-align: justify; font: 11pt Times New Roman, Times, Serif; margin: 0">SECTION 2.&#9;<U>Indemnification of Trustees and Officers</U>. Subject
to the exceptions and limitations contained in this section, every person who is, or has been, a Trustee or officer of the Trust or, at
the Trust&#8217;s request, serves, or has served, as a director, trustee or officer of another organization in which the Trust has an
interest as a shareholder, creditor or otherwise (hereinafter referred to as a &#8220;Covered Person&#8221;), shall be indemnified by
the Trust to the fullest extent permitted by applicable law, as in effect from time to time (&#8220;Applicable Law&#8221;), against any
and all liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or settlement, or as fines and penalties,
and counsel fees, incurred by or for such Covered Person in connection with the preparation for, defense or disposition of, any claim,
demand, action, suit, investigation, inquiry or proceeding of any and every kind, whether actual or threatened (collectively, a &#8220;Claim&#8221;),
in which such Covered Person becomes involved as a party or otherwise by virtue of being or having been a Covered Person.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<P STYLE="text-align: justify; font: 11pt Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">No indemnification shall be provided hereunder to a
Covered Person to the extent such indemnification is prohibited by Applicable Law. In no event shall the Trust be obligated to indemnify
a Covered Person against liabilities to the Trust or any shareholder to which such Covered Person would otherwise be subject by reason
of the willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such Covered Person&#8217;s
office (collectively, &#8220;Disabling Conduct&#8221;).</P>

<P STYLE="text-align: justify; font: 11pt Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="text-align: justify; font: 11pt Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">The rights of indemnification herein provided may be
insured against by policies maintained by the Trust, shall be severable, shall not affect any other rights to which any Covered Person
may now or hereafter be entitled and shall inure to the benefit of the heirs, executors and administrators of such Covered Person.</P>

<P STYLE="text-align: justify; font: 11pt Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="text-align: justify; font: 11pt Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">To the maximum extent permitted by Applicable Law,
the Trust shall make advances for the payment of expenses reasonably incurred by or for a Covered Person in connection with any Claim
for which the Covered Person is entitled to indemnification by the Trust prior to final disposition thereof upon receipt of an undertaking
by or on behalf of the Covered Person to repay such amount if it is ultimately determined that such Covered Person is not entitled to
indemnification by the Trust.</P>

<P STYLE="text-align: justify; font: 11pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<P STYLE="text-align: justify; font: 11pt Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">The obligation of the Trust to indemnify a Covered
Person and/or make advances for the payment of expenses incurred by or for such Covered Person under this section may be made subject
to conditions and procedures as the Trustees determine are necessary or appropriate to protect the Trust from the risk that a Covered
Person will ultimately be determined to be not entitled to indemnification hereunder. Except as otherwise provided in such conditions
and procedures, the Covered Person shall be entitled to the benefit of a rebuttable presumption that the Covered Person has not engaged
in Disabling Conduct and that the Covered Person is entitled to indemnification hereunder.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">Nothing contained in this section
shall affect any rights to indemnification to which any Covered Person or other person may be entitled by contract or otherwise under
law or prevent the Trust from entering into any contract to provide indemnification to any Covered Person or other person. Without limiting
the foregoing, the Trust may, in connection with the acquisition of assets subject to liabilities or a merger or consolidation, assume
the obligation to indemnify any person including a Covered Person or otherwise contract to provide such indemnification, and such indemnification
shall not be subject to the terms of this section.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify"></P>

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<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">SECTION 3.&#9;<U>Indemnification of Shareholders</U>.
In case any shareholder or former shareholder shall be held to be personally liable solely by reason of his being or having been a shareholder
and not because of his acts or omissions or for some other reason, the shareholder or former shareholder (or his heirs, executors, administrators
or other legal representatives, or in the case of a corporation or other entity, its corporate or other general successor) shall be entitled
out of the Trust estate to be held harmless from and indemnified against all loss and expense arising from such liability. The Trust shall,
upon request by the shareholder, assume the defense of any claim made against any shareholder for any act or obligation of the Trust and
satisfy any judgment thereon. A holder of shares of a series shall be entitled to indemnification hereunder only out of assets allocated
to that series.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: center">ARTICLE XIII</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: center">Litigation, Limitation of Liability, Applicable Law
and Conflicts of Law</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<P STYLE="text-align: justify; font: 11pt Times New Roman, Times, Serif; margin: 0">SECTION 1.&#9;<U>Litigation</U>. To the maximum extent permitted by law,
any exercise of power described in Section 2.18 of the Declaration of Trust shall be final, and binding on all persons (including shareholders
of the Trust).</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0">SECTION 2.&#9;<U>Derivative Actions</U>.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">(A) The purpose of this Article
XIII, Section 2 is to protect the interests of the Trust and the shareholders of the Trust by establishing a process that will permit
legitimate inquiries and claims to be made and considered while avoiding the time, expense, distraction and other harm that can be caused
to the Trust and shareholders as a result of spurious shareholder demands and derivative actions. In addition to any requirements applicable
to shareholders of a Massachusetts business corporation that are not inconsistent with the terms of this Declaration of Trust, a shareholder
or shareholders may bring a derivative action on behalf of the Trust only in accordance with the terms of this Article XIII, Section 2.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">(B) Except to the extent explicitly
permitted under the federal securities laws, no shareholder or group of shareholders shall have the right to bring or maintain any court
action, proceeding or claim on behalf of the Trust or any series or class of shares of the Trust without first making demand on the Trustees
requesting the Trustees to bring or maintain such action, proceeding or claim. Such demand shall not be excused under any circumstances,
including claims of alleged interest on the part of the Trustees, unless the demanding shareholder(s) make a specific showing that irreparable
nonmonetary injury to the Trust or series or class of shares of the Trust that the shareholder(s) could not reasonably have prevented
would otherwise result. Such demand shall be mailed to the Secretary of the Trust at the Trust&#8217;s principal office and shall set
forth with particularity the nature of the proposed court action, proceeding or claim and the essential facts relied upon by the shareholder(s)
to support the allegations made in the demand. Within 90 days of receipt of any such demand, the Trustees shall consider the merits of
the claim and determine whether commencing or maintaining a suit would be in the best interests of the Trust or the affected series or
class, as applicable.&nbsp; If, during this 90-day period, the Trustees conclude that a determination as to the maintenance of a suit
cannot reasonably be made within the 90-day period, the Trustees may extend the 90-day period by a period of time that the Trustees consider
will be sufficient to permit them to make such a determination, not to exceed 60 calendar days from the end of the initial 90-day period.
In their sole discretion, the Trustees may submit the question of whether to proceed with the claim to a vote of shareholders of the
Trust or a series or class of shares, as appropriate. To the maximum extent permitted by law, any decision by the Trustees to bring,
maintain or settle (or not to bring, maintain or settle) such court action, proceeding or claim, or to submit the matter to a vote of
shareholders, shall be final and binding upon the shareholders.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

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<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify"></P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">(C) Any Trustee acting in connection
with any demand or any proceeding relating to a claim on behalf of or for the benefit of the Trust or any series or class thereof who
is not an &#8220;interested person&#8221; of the Trust within the meaning of Section 2(a)(19) of the 1940 Act shall be deemed to be independent
and disinterested with respect to any actions taken in connection with any such demand, proceeding, or claim. Without limiting the foregoing,
a Trustee otherwise independent for purposes of considering the demand shall not be considered not to be independent and disinterested
by virtue of (i) the fact that such Trustee receives remuneration for his service as a Trustee of the Trust or as a trustee or director
of one or more investment companies with the same or an affiliated investment adviser or underwriter, (ii) the amount of such remuneration,
(iii) the fact that such Trustee was identified in the demand as a potential defendant or witness or was named as a defendant in any derivative
action, or (iv) the fact that the Trustee approved or participated in the act being challenged in the demand if the act resulted in no
material personal benefit to the Trustee or, if the Trustee is also a shareholder, no material personal benefit that is not shared pro
rata with other shareholders of the series or class of which the Trustee is a shareholder.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">(D) For purposes of this Article
XIII, Section 2, the Trustees may designate a committee to consider a demand by shareholders. Such committee (or the Trustees in the absence
of a committee) shall be entitled to retain counsel or other advisers in considering the merits of the demand.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">SECTION 3.&#9;<U>Exclusive Right of Action</U>. To
the maximum extent permitted by law, each shareholder of the Trust acknowledges and agrees that any alleged injury to the Trust&#8217;s
property, any diminution in the value of the shareholder&#8217;s shares, or any other claim arising out of or relating to an allegation
regarding the actions, inaction, or omissions of or by the Trustees, the Trust&#8217;s officers or the investment adviser of the Trust
is a legal claim belonging only to the Trust and not to the shareholders individually. Accordingly, all shareholders shall be bound to
bring any and all such claims pursuant only to the provisions of Article XIII, Section 2. The shareholders acknowledge that, for these
purposes, the Trust is deemed to be a separate and distinct legal entity.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">SECTION 4.&#9;<U>Direct Claims</U>. No group of shareholders
shall have the right to bring or maintain a direct action or claim for monetary damages against the Trust or the Trustees predicated upon
an express or implied right of action under the Declaration of Trust or the 1940 Act, nor shall any single shareholder, who is similarly
situated to one or more other shareholders with respect to the alleged injury, have the right to bring such an action, unless such group
of shareholders or shareholder has obtained authorization from the Trustees to bring the action. The requirement of authorization shall
not be excused under any circumstances, including claims of alleged interest on the part of the Trustees. A request for authorization
shall be mailed to the Secretary of the Trust at the Trust&#8217;s principal office and shall set forth with particularity the nature
of the proposed court action, proceeding or claim and the essential facts relied upon by the group of shareholders or shareholder to support
the allegations made in the request. The Trustees shall consider such request within 90 days of its receipt by the Trust. In their sole
discretion, the Trustees may submit the matter to a vote of shareholders of the Trust or series or class of shares, as appropriate. Any
decision by the Trustees to settle or to authorize (or not to settle or to authorize) such court action, proceeding or claim, or to submit
the matter to a vote of shareholders, shall be made in their business judgment and shall be binding on all shareholders.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">SECTION 5. &#9;<U>No Implied Duties or Liabilities</U>.
Except to the extent required by applicable law or expressly stated herein, nothing in the Declaration of Trust or these By-Laws shall
be deemed to create any fiduciary duty or other legal obligation (a) on the part of the Trustees or Trust officers to the Trust, the shareholders
or any other Person; or (b) on the part of the Trust to any person.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>


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<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">SECTION 6.&#9;<U>Applicable Law</U>. The Trust is
governed by and construed and administered according to the laws of the Commonwealth of Massachusetts. The Trust is of the type commonly
called a Massachusetts business trust, and without limiting the provisions hereof, the Trust may exercise all powers which are ordinarily
exercised by such a trust. Any suit, action or proceeding brought by or in the right of any shareholder of the Trust or any person claiming
any interest in any shares of the Trust seeking to enforce any provision of, or based on any matter arising out of, related to, or in
connection with, the Declaration of Trust or the Trust, any series or class or any shares of the Trust, including without limitation any
claim (whether direct, derivative or otherwise) of any nature against or on behalf of the Trust, any series or class, the Trustees or
officers of the Trust or the investment adviser of the Trust, shall be brought exclusively in the United States District Court for the
District of Massachusetts, or to the extent such court does not have jurisdiction than such actions and/or claims, shall be brought in
the Superior Court of Suffolk County for the Commonwealth of Massachusetts. If a shareholder or group of shareholders bring a claim in
a jurisdiction other than as specified above, and venue for such claim is subsequently changed through legal process to the United States
District Court for the District of Massachusetts or the Superior Court of Suffolk County for the Commonwealth of Massachusetts, such shareholder(s)
shall reimburse all expenses incurred by the Trust or any other person in effecting such change of venue.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">SECTION 7.&#9;<U>Provisions in Conflict with Law or
Regulations</U>.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">(A) The provisions of the Declaration
of Trust and By-Laws are severable, and if the Trustees shall determine, with the advice of legal counsel, that any of such provisions
is in conflict with the 1940 Act, the Internal Revenue code of 1986 or with other applicable laws and regulations, the conflicting provision
shall be deemed never to have constituted a part of the Declaration of Trust or By-Laws, as applicable; provided, however, that such determination
shall not affect any of the remaining provisions of the Declaration of Trust or By-Laws or render invalid or improper any action taken
or omitted prior to such determination.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">(B) If any provision of the Declaration
of Trust or By-Laws shall be held invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall attach only
to such provision in such jurisdiction and shall not in any manner affect such provisions in any other jurisdiction or any other provision
of the Declaration of Trust or By-Laws in any jurisdiction.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: center">ARTICLE XIV</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: center">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: center">Report to Shareholders</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">SECTION 1.&#9;<U>Reports to Shareholders</U>. The
Trustees shall at least semi-annually transmit by written, electronic, computerized or other alternative means to the shareholders a written
report of the financial statements of the Trust, which shall at least annually be certified by independent public accountants.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: center">ARTICLE XV</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: center">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: center">Amendments</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">SECTION 1.&#9;<U>Amendments</U>. These By-Laws may
be amended at any meeting of the Trustees by a vote of a majority of the Trustees then in office; provided, however, that any provision
of Article XII may be amended only by a two-thirds vote of such Trustees.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Dated: March 23, 2020</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: right"><B>&nbsp;</B></P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: right"><B>&nbsp;</B></P>


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<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: right"><B>APPENDIX I</B></P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: right"><B>&nbsp;</B></P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: center"><B>DESIGNATION</B></P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">SERIES A: A series of 2,200 Preferred
Shares, liquidation preference $25,000 per share, is hereby designated &#8220;Series A Auction Rate Cumulative Preferred Shares&#8221;
(&#8220;Series A&#8221;). Each share of Series A may be issued on a date to be determined by the Board of Trustees of the Trust or pursuant
to their delegated authority; have an initial Dividend Rate and an initial Dividend Payment Date as shall be determined in advance of
the issuance thereof by the Board of Trustees of the Trust or pursuant to their delegated authority; and have such other preferences,
rights, voting powers, restrictions, limitations as to dividends, qualifications and terms and conditions of redemption, in addition to
those required by applicable law or set forth in the Declaration applicable to preferred shares of the Trust, as are set forth in Part
I and Part II of these By-laws. The Series A shall constitute a separate series of Preferred Shares of the Trust.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">SERIES B: A series of 2,200 Preferred
Shares, liquidation preference $25,000 per share, is hereby designated &#8220;Series B Auction Rate Cumulative Preferred Shares&#8221;
(&#8220;Series B&#8221;). Each share of Series B may be issued on a date to be determined by the Board of Trustees of the Trust or pursuant
to their delegated authority; have an initial Dividend Rate and an initial Dividend Payment Date as shall be determined in advance of
the issuance thereof by the Board of Trustees of the Trust or pursuant to their delegated authority; and have such other preferences,
rights, voting powers, restrictions, limitations as to dividends, qualifications and terms and conditions of redemption, in addition to
those required by applicable law or set forth in the Declaration applicable to preferred shares of the Trust, as are set forth in Part
I and Part II of these By-laws. The Series B shall constitute a separate series of Preferred Shares of the Trust.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><B>PART I: PREFERRED SHARES TERMS</B></P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in"><B>1.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Number
of Shares; Ranking.</B></P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
initial number of authorized shares constituting Series A is 2,200 shares. The initial number of authorized shares constituting Series
B is 2,200 shares. No fractional shares of either Series shall be issued.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Shares
of each Series which at any time have been redeemed or purchased by the Trust shall, after such redemption or purchase, have the status
of authorized but unissued preferred shares.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Shares
of each Series shall rank on a parity with shares of any other series of preferred shares (including any other shares of Preferred Shares)
as to the payment of dividends to which such shares are entitled and the distribution of assets upon dissolution, liquidation or winding
up of the affairs of the Trust.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;No
Holder of shares of any Series shall have, solely by reason of being such a holder, any preemptive or other right to acquire, purchase
or subscribe for any shares of any Series, shares of Common Shares of the Trust or other securities of the Trust which it may hereafter
issue or sell.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in"><B>2.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Dividends.</B></P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Holders of shares of each Series shall be entitled to receive, when, as and if declared by the Board of Trustees, out of funds legally
available therefore, cumulative cash dividends on their shares at the Applicable Rate, determined as set forth in paragraph (c) of this
Section 2, and no more, payable on the respective dates determined as set forth in paragraph (b) of this Section 2. Dividends on the Outstanding
shares of each Series issued on the Date of Original Issue shall accumulate from the Date of Original Issue.</P>


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<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">(b)(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Dividends
shall be payable when, as and if declared by the Board of Trustees following the initial Dividend Payment Date, subject to subparagraph
(b)(ii) of this Section 2, on the shares of each Series, as follows:</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 1.5in">(A)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;with
respect to any Dividend Period of one year or less, on the Business Day following the last day of such Dividend Period; provided however,
if the Dividend Period is more than 91 days then on the 91st, 181st and 271st days within such period, if applicable, and on the Business
Day following the last day of such Dividend Period; and</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 1.5in">(B)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;with
respect to any Dividend Period of more than one year, on a quarterly basis on each January 1, April 1, July 1 and October 1 within such
Dividend Period and on the Business Day following the last day of such Dividend Period.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 1in">(ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If
a day for payment of dividends resulting from the application of subparagraph (b)(i) above is not a Business Day, then the Dividend Payment
Date shall be the first Business Day following such day for payment of dividends.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 1in">(iii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Trust shall pay to the Paying Agent not later than 12:00 p.m., New York City time, on the Business Day next preceding each Dividend Payment
Date for a Series, an aggregate amount of funds available on the next Business Day in The City of New York, New York, equal to the dividends
to be paid to all Holders of such Series on such Dividend Payment Date. The Trust shall not be required to establish any reserves for
the payment of dividends.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 1in">(iv)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All
moneys paid to the Paying Agent for the payment of dividends shall be held in trust for the payment of such dividends by the Paying Agent
for the benefit of the Holders specified in subparagraph (b)(v) of this Section 2. Any moneys paid to the Paying Agent in accordance with
the foregoing but not applied by the Paying Agent to the payment of dividends, including interest earned on such moneys, will, to the
extent permitted by law, be repaid to the Trust at the end of 90 days from the date on which such moneys were to have been so applied.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 1in">(v)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Each
dividend on each Series shall be paid on the Dividend Payment Date therefore to the Holders of that Series as their names appear on the
share ledger or share records of the Trust on the Business Day next preceding such Dividend Payment Date, to the Holders as their names
appear on the share ledger or share records of the Trust on such date; provided, however, if dividends are in arrears, they may be declared
and paid at any time to Holders as their names appear on the share ledger or share records of the Trust on such date not exceeding 15
days preceding the payment date thereof, as may be fixed by the Board of Trustees. No interest will be payable in respect of any dividend
payment or payments which may be in arrears.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">(c)(i)&#9;The dividend rate on Outstanding shares
of each Series during the period from and after the Date of Original Issue to and including the last day of the initial Dividend Period
therefore shall be equal to the rate per annum set forth under &#8220;Designation&#8221; above. For each subsequent Dividend Period,
the dividend rate shall be equal to the rate per annum that results from an Auction; provided, however, that if an Auction for any subsequent
Dividend Period of a Series is not held for any reason or if Sufficient Clearing Orders have not been made in an Auction (other than
as a result of all shares of any Series being the subject of Submitted Hold Orders), then the dividend rate on the shares of that Series
for any such Dividend Period shall be the Maximum Rate (except (i) during a Default Period when the dividend rate shall be the Default
Rate, as set forth in Section 2(c)(ii) below) or (ii) after a Default Period and prior to the beginning of the next Dividend Period when
the dividend rate shall be the Maximum Rate at the close of business on the last day of such Default Period). The rate per annum at which
dividends are payable on shares of each Series as determined pursuant to this Section 2(c)(i) shall be the &#8220;Applicable Rate.&#8221;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

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<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify"></P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 1in">(ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Subject
to the cure provisions in Section 2(c)(iii) below, a &#8220;Default Period&#8221; with respect to a particular Series will commence on
any date the Trust fails to deposit irrevocably in trust in same-day funds, with the Paying Agent by 12:00 noon, New York City time, (A)
the full amount of any declared dividend on that Series payable on the Dividend Payment Date (a &#8220;Dividend Default&#8221;) or (B)
the full amount of any redemption price (the &#8220;Redemption Price&#8221;) payable on the date fixed for redemption (the &#8220;Redemption
Date&#8221;) (a &#8220;Redemption Default&#8221;) and together with a Dividend Default and a Redemption Default, hereinafter referred
to as &#8220;Default&#8221;).</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 1in">Subject to the cure provisions of
Section 2(c)(iii) below, a Default Period with respect to a Dividend Default or a Redemption Default shall end on the Business Day on
which, by 12:00 noon, New York City time, all unpaid dividends and any unpaid Redemption Price shall have been deposited irrevocably in
trust in same-day funds with the Paying Agent. In the case of a Dividend Default, no Auction shall be held during a Default Period applicable
to that Series and the Applicable Rate for each Dividend Period commencing during a Default Period will be equal to the Default Rate,
and each subsequent Dividend Period commencing after the beginning of a Default Period shall be a Standard Rate Period; provided, however,
that the commencement of a Default Period will not by itself cause the commencement of a new Dividend Period. No Auction shall be held
during a Default Period applicable to that Series.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 1in">(iii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;No
Default Period with respect to a Dividend Default or Redemption Default shall be deemed to commence if the amount of any dividend or any
Redemption Price due (if such default is not solely due to the willful failure of the Trust) is deposited irrevocably in trust, in same-day
funds with the Paying Agent by 12:00 noon, New York City time within three Business Days after the applicable Dividend Payment Date or
Redemption Date, together with an amount equal to the Default Rate applied to the amount of such non-payment based on the actual number
of days comprising such period divided by 360. The Default Rate shall be equal to the Reference Rate multiplied by three (3).</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 1in">(iv)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
amount of dividends per share payable (if declared) on each Dividend Payment Date of each Dividend Period of less than one (1) year (or
in respect of dividends on another date in connection with a redemption during such Dividend Period) shall be computed by multiplying
the Applicable Rate (or the Default Rate) for such Dividend Period (or a portion thereof) by a fraction, the numerator of which will
be the number of days in such Dividend Period (or portion thereof) that such share was Outstanding and for which the Applicable Rate
or the Default Rate was applicable and the denominator of which will be 360, multiplying the amount so obtained by $25,000, and rounding
the amount so obtained to the nearest cent. During any Dividend Period of one (1) year or more, the amount of dividends per share payable
on any Dividend Payment Date (or in respect of dividends on another date in connection with a redemption during such Dividend Period)
shall be computed as described in the preceding sentence, except that it will be determined on the basis of a year consisting of twelve
30-day months.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

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<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify"></P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Any
dividend payment made on shares of any Series shall first be credited against the earliest accumulated but unpaid dividends due with respect
to such Series.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">(e)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;For
so long as the Preferred Shares are Outstanding, except as otherwise contemplated by Part I of these By-laws, the Trust will not declare,
pay or set apart for payment any dividend or other distribution (other than a dividend or distribution paid in shares of, or options,
warrants or rights to subscribe for or purchase, Common Shares or other shares, ranking junior to the Preferred Shares as to dividends
or upon liquidation) with respect to Common Shares or any other shares of the Trust ranking junior to the Preferred Shares as to dividends
or upon liquidation, or call for redemption, redeem, purchase or otherwise acquire for consideration any Common Shares or other shares
ranking junior to the Preferred Shares (except by conversion into or exchange for shares of the Trust ranking junior to the Preferred
Shares as to dividends and upon liquidation), unless (i) immediately after such transaction, the Trust would have Eligible Assets with
an aggregate Discounted Value at least equal to the Preferred Shares Basic Maintenance Amount and the 1940 Act Preferred Shares Asset
Coverage would be achieved, (ii) all cumulative an unpaid dividends due on or prior to the date of the transaction have been declared
and paid in full with respect to the Trust&#8217;s preferred shares, including the Preferred Shares, and (iii) the Trust has redeemed
the full number of preferred shares required to be redeemed by any mandatory provision for redemption including shares of the Preferred
Shares required to be redeemed by any provision for mandatory redemption contained in Section 3(a)(ii) of Part I of these By-laws.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">(f)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;For
so long as the Preferred Shares are Outstanding, except as set forth in the next sentence, the Trust will not declare, pay or set apart
for payment on any series of shares of the Trust ranking, as to the payment of dividends, on a parity with the Preferred Shares for any
period unless full cumulative dividends have been or contemporaneously are declared and paid on the Preferred Shares through their most
recent Dividend Payment Date. When dividends are not paid in full upon the Preferred Shares through their most recent Dividend Payment
Date or upon any other series of shares ranking on a parity as to the payment of dividends with Preferred Shares through their most recent
respective Dividend Payment Dates, all dividends declared upon Preferred Share and any other such series of shares ranking on a parity
as to the payment of dividends with Preferred Shares shall be declared pro rata so that the amount of dividends declared per share on
Preferred Shares and such other series of preferred shares shall in all cases bear to each other the same ratio that accumulated dividends
per share on the Preferred Shares and such other series of preferred shares bear to each other.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">(g)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Trust will not declare, pay or set apart for payment any dividend or other distribution in respect to any Series (i) if there is any event
of payment default which has occurred and is continuing under indebtedness senior to such Series (such senior indebtedness including but
not limited to indebtedness under the Credit Agreement) or (ii) unless immediately after such transaction, the Trust would have Eligible
Assets with an aggregate Discounted Value at least equal to the asset coverage requirements under the indebtedness senior to such Series.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in"><B>3.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Redemption.</B></P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">(a)(i) &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;After
the initial Dividend Period, subject to the provisions of this Section 3 and to the extent permitted under the Investment Company Act
and Massachusetts law, the Trust may, at its option, redeem in whole or in part out of funds legally available therefore shares of any
Series herein designated as (A) having a Dividend Period of one year or less, on the Business Day after the last day of such Dividend
Period by delivering a notice of redemption not less than 15 calendar days and not more than 40 calendar days</P>


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<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">prior to the Redemption Date, at a redemption price
per share equal to $25,000, plus an amount equal to accumulated but unpaid dividends thereon (whether or not earned or declared) to the
Redemption Date (&#8220;Redemption Price&#8221;), or (B) having a Dividend Period of more than one year, on any Business Day prior to
the end of the relevant Dividend Period by delivering a notice of redemption not less than 15 calendar days and not more than 40 calendar
days prior to the Redemption Date, at the Redemption Price, plus a redemption premium, if any, determined by the Board of Trustees after
consultation with the Broker-Dealers and set forth in any applicable Specific Redemption Provisions at the time of the designation of
such Dividend Period as set forth in Section 4 of Part I of these By-laws; provided, however, that during a Dividend Period of more than
one year no shares of any Series will be subject to optional redemption except in accordance with any Specific Redemption Provisions approved
by the Board of Trustees after consultation with the Broker-Dealers at the time of the designation of such Dividend Period. Notwithstanding
the foregoing, the Trust shall not give a notice of or effect any redemption pursuant to this Section 3(a)(i) unless, on the date on which
the Trust gives such notice and on the Redemption Date (a) the Trust has available Deposit Securities with maturity or tender dates not
later than the day preceding the applicable Redemption Date and having a value not less than the amount (including any applicable premium)
due to Holders of each Series by reason of the redemption of each Series on the Redemption Date and (b) the Trust would have Eligible
Assets with an aggregate Discounted Value at least equal the Preferred Shares Basic Maintenance Amount immediately subsequent to such
redemption, if such redemption were to occur on such date, it being understood that the provisions of paragraph (d) of this Section 3
shall be applicable in such circumstances in the event the Trust makes the deposit and takes the other action required thereby.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">(ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If
the Trust fails as of any Valuation Date to meet the Preferred Shares Basic Maintenance Amount Test or, as of the last Business Day of
any month, the 1940 Act Preferred Shares Asset Coverage, and such failure is not cured within five Business Days following the relevant
Valuation Date in the case of a failure to meet the Preferred Shares Basic Maintenance Amount Test or the last Business Day of the following
month in the case of a failure to meet the 1940 Act Preferred Shares Asset Coverage (each an &#8220;Asset Coverage Cure Date&#8221;),
the Preferred Shares will be subject to mandatory redemption out of funds legally available therefore. The number of Preferred Shares
to be redeemed in such circumstances will be equal to the lesser of (A) the minimum number of Preferred Shares the redemption of which,
if deemed to have occurred immediately prior to the opening of business on the relevant Asset Coverage Cure Date, would result in the
Trust meeting the Preferred Shares Basic Maintenance Amount Test, and the 1940 Act Preferred Shares Asset Coverage, as the case may be,
in either case as of the relevant Asset Coverage Cure Date (provided that, if there is no such minimum number of shares the redemption
of which would have such result, all Preferred Shares then Outstanding will be redeemed), and (B) the maximum number of shares of Preferred
Shares that can be redeemed out of funds expected to be available therefore on the Mandatory Redemption Date at the Mandatory Redemption
Price set forth in subparagraph (a)(iv) of this Section 3.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 1in">(iii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;[Reserved]</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 1in">(iv)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In
determining the Preferred Shares required to be redeemed in accordance with the foregoing Section 3(a)(ii), the Trust shall allocate the
number of shares required to be redeemed to satisfy the Preferred Shares Basic Maintenance Amount Test or the 1940 Act Preferred Shares
Asset Coverage, as the case may be, pro rata among the Holders of the Preferred Shares in proportion to the number of shares they hold
and shares of other preferred shares subject to mandatory redemption provisions similar to those contained in this Section 3, subject
to the further provisions of this subparagraph (iv). The Trust shall effect any required mandatory redemption pursuant to: (A) the Preferred
Shares Basic Maintenance Amount Test, as described in subparagraph (a)(ii) of this Section 3, no later than 30 days after the Trust last
met the Preferred Shares Basic Maintenance Amount Test, or (B) the 1940 Act Preferred Shares Asset Coverage, as described in subparagraph
(a)(ii) of this Section 3, no later than 30 days after the</P>


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<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Asset Coverage Cure Date (the &#8220;Mandatory Redemption
Date&#8221;), except that if the Trust does not have funds legally available for the redemption of, or is not otherwise legally permitted
to redeem, the number of Preferred Shares which would be required to be redeemed by the Trust under clause (A) of subparagraph (a)(ii)
of this Section 3 if sufficient funds were available, together with shares of other preferred shares which are subject to mandatory redemption
under provisions similar to those contained in this Section 3, or the Trust otherwise is unable to effect such redemption on or prior
to such Mandatory Redemption Date, the Trust shall redeem those Preferred Shares, and shares of other preferred shares which it was unable
to redeem, on the earliest practicable date on which the Trust will have such funds available, upon notice pursuant to Section 3(b) to
record owners of shares of the Preferred Shares to be redeemed and the Paying Agent. The Trust will deposit with the Paying Agent funds
sufficient to redeem the specified number of Preferred Shares with respect to a redemption required under subparagraph (a)(ii) of this
Section 3, by 1:00 p.m., New York City time, of the Business Day immediately preceding the Mandatory Redemption Date. If fewer than all
of the Outstanding Preferred Shares are to be redeemed pursuant to this Section 3(a)(iv), the number of shares to be redeemed shall be
redeemed pro rata from the Holders of such shares in proportion to the number of such shares held by such Holders, by lot or by such other
method as the Trust shall deem fair and equitable, subject, however, to the terms of any applicable Specific Redemption Provisions. &#8220;Mandatory
Redemption Price&#8221; means the Redemption Price plus (in the case of a Dividend Period of one year or more only) a redemption premium,
if any, determined by the Board of Trustees after consultation with the Broker-Dealers and set forth in any applicable Specific Redemption
Provisions.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In
the event of a redemption pursuant to the foregoing Section 3(a), the Trust will file a notice of its intention to redeem with the Securities
and Exchange Commission so as to provide at least the minimum notice required under Rule 23c-2 under the Investment Company Act or any
successor provision. In addition, the Trust shall deliver a notice of redemption to the Auction Agent (the &#8220;Notice of Redemption&#8221;)
containing the information set forth below (i) in the case of an optional redemption pursuant to Section 3(a)(i) above, one Business Day
prior to the giving of notice to the Holders, (ii) in the case of a mandatory redemption pursuant to Section 3(a)(ii) above, on or prior
to the 10<SUP>th</SUP> day preceding the Mandatory Redemption Date. The Auction Agent will use its reasonable efforts to provide telephonic
notice to each Holder of shares of any Series called for redemption not later than the close of business on the Business Day immediately
following the day on which the Auction Agent determines the shares to be redeemed (or, during a Default Period with respect to such shares,
not later than the close of business on the Business Day immediately following the day on which the Auction Agent receives Notice of Redemption
from the Trust). The Auction Agent shall confirm such telephonic notice in writing not later than the close of business on the third Business
Day preceding the date fixed for redemption by providing the Notice of Redemption to each Holder of shares called for redemption, the
Paying Agent (if different from the Auction Agent) and the Securities Depository. Notice of Redemption will be addressed to the registered
owners of shares of any Series at their addresses appearing on the share records of the Trust. Such Notice of Redemption will set forth
(i) the date fixed for redemption, (ii) the number and identity of shares of each Series to be redeemed, (iii) the redemption price (specifying
the amount of accumulated dividends to be included therein), (iv) that dividends on the shares to be redeemed will cease to accumulate
on such date fixed for redemption, and (v) the provision under which redemption shall be made. No defect in the Notice of Redemption or
in the transmittal or mailing thereof will affect the validity of the redemption proceedings, except as required by applicable law. If
fewer than all shares held by any Holder are to be redeemed, the Notice of Redemption mailed to such Holder shall also specify the number
of shares to be redeemed from such Holder.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Notwithstanding
the provisions of paragraph (a) of this Section 3, no preferred shares, including the Preferred Shares, may be redeemed at the option
of the Trust unless all dividends in arrears on the Outstanding Preferred Shares and any other preferred shares have been or are being
contemporaneously paid or set aside for payment; provided, however, that the foregoing shall not prevent the purchase or acquisition
of outstanding preferred shares pursuant to the successful completion of an otherwise lawful purchase or exchange offer made on the same
terms to Holders of all outstanding preferred shares.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

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<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify"></P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Upon
the deposit of funds sufficient to redeem shares of any Series with the Paying Agent and the giving of the Notice of Redemption to the
Auction Agent under paragraph (b) of this Section 3, dividends on such shares shall cease to accumulate and such shares shall no longer
be deemed to be Outstanding for any purpose (including, without limitation, for purposes of calculating whether the Trust has met the
Preferred Shares Basic Maintenance Amount Test or the 1940 Act Preferred Shares Asset Coverage), and all rights of the Holders of the
shares so called for redemption shall cease and terminate, except the right of such Holder to receive the redemption price specified herein,
but without any interest or other additional amount. Such redemption price shall be paid by the Paying Agent to the nominee of the Securities
Depository. The Trust shall be entitled to receive from the Paying Agent, promptly after the date fixed for redemption, any cash deposited
with the Paying Agent in excess of (i) the aggregate redemption price of the shares of any Series called for redemption on such date and
(ii) such other amounts, if any, to which Holders of shares of any Series called for redemption may be entitled. Any funds so deposited
that are unclaimed at the end of two years from such redemption date shall, to the extent permitted by law, be paid to the Trust, after
which time the Holders of shares of each Series so called for redemption may look only to the Trust for payment of the redemption price
and all other amounts, if any, to which they may be entitled; provided, however, that the Paying Agent shall notify all Holders whose
funds are unclaimed by placing a notice in the Wall Street Journal concerning the availability of such funds for three consecutive weeks.
The Trust shall be entitled to receive, from time to time after the date fixed for redemption, any interest earned on the funds so deposited.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">(e)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;To
the extent that any redemption for which Notice of Redemption has been given is not made by reason of the absence of legally available
funds therefore, or is otherwise prohibited, such redemption shall be made as soon as practicable to the extent such funds become legally
available or such redemption is no longer otherwise prohibited. Failure to redeem shares of any Series shall be deemed to exist at any
time after the date specified for redemption in a Notice of Redemption when the Trust shall have failed, for any reason whatsoever, to
deposit in trust with the Paying Agent the redemption price with respect to any shares for which such Notice of Redemption has been given.
Notwithstanding the fact that the Trust may not have redeemed shares of each Series for which a Notice of Redemption has been given, dividends
may be declared and paid on shares of any Series and shall include those shares of any Series for which Notice of Redemption has been
given but for which deposit of funds has not been made.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">(f)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All
moneys paid to the Paying Agent for payment of the redemption price of shares of any Series called for redemption shall be held in trust
by the Paying Agent for the benefit of holders of shares so to be redeemed.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">(g)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;So
long as any shares of any Series are held of record by the nominee of the Securities Depository, the redemption price for such shares
will be paid on the date fixed for redemption to the nominee of the Securities Depository for distribution to Agent Members for distribution
to the persons for whom they are acting as agent.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">(h)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Except
for the provisions described above, nothing contained in these By-laws limits any right of the Trust to purchase or otherwise acquire
any shares of each Series outside of an Auction at any price, whether higher or lower than the price that would be paid in connection
with an optional or mandatory redemption, so long as, at the time of any such purchase, there is no arrearage in the payment of dividends
on, or the mandatory or optional redemption price with respect to, any shares of each Series for which Notice of Redemption has been given
and the Trust meets the 1940 Act Preferred Shares Asset Coverage and the Preferred Shares Basic Maintenance Amount Test after giving effect
to such purchase or acquisition on the date thereof. Any shares which are purchased, redeemed or otherwise acquired by the Trust shall</P>


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<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">have no voting rights. If fewer than all the Outstanding
shares of any Series are redeemed or otherwise acquired by the Trust, the Trust shall give notice of such transaction to the Auction Agent,
in accordance with the procedures agreed upon by the Board of Trustees.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In
the case of any redemption pursuant to this Section 3, only whole shares of each Series shall be redeemed, and in the event that any provision
of the Declaration would require redemption of a fractional share, the Auction Agent shall be authorized to round up so that only whole
shares are redeemed.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">(j)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Notwithstanding
anything herein to the contrary, including, without limitation, Section 6(i) of Part I of these By-laws, the Board of Trustees may authorize,
create or issue other series of preferred shares, including other series of Preferred Shares, series of stock ranking on a parity with
the Preferred Shares with respect to the payment of dividends or the distribution of assets upon dissolution, liquidation or winding up
of the affairs of the Trust, to the extent permitted by the 1940 Act, as amended, if upon issuance, the net proceeds from the sale of
such stock (or such portion thereof needed to redeem or repurchase the Outstanding Preferred Shares) are deposited with the Auction Agent
in accordance with Section 3(d) of Part I of these By-laws, Notice of Redemption as contemplated by Section 3(b) of Part I of these By-laws
has been delivered prior thereto or is sent promptly thereafter, and such proceeds are used to redeem all Outstanding Preferred Shares
or if upon the issuance of any such series, the Trust would meet the 1940 Act Preferred Shares Asset Coverage, the Preferred Shares Basic
Maintenance Amount Test and the requirements of Section 12(b) of Part I of these By-laws.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">(k)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Notwithstanding
anything herein to the contrary, redemptions of preferred shares pursuant to this Section 3 shall comply with the terms and covenants
of the Credit Agreement and no such redemptions shall be permitted to the extent they will cause an event of default under such agreements.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in"><B>4.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Designation
of Dividend Period.</B></P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
initial Dividend Period for each Series is as set forth under &#8220;Designation&#8221; above. The Trust will designate the duration of
subsequent Dividend Periods of each Series; provided, however, that no such designation is necessary for a Standard Rate Period and, provided
further, that any designation of a Special Rate Period shall be effective only if (i) notice thereof shall have been given as provided
herein, (ii) any failure to pay in a timely manner to the Auction Agent the full amount of any dividend on, or the redemption price of,
each Series shall have been cured as provided above, (iii) Sufficient Clearing Orders shall have existed in an Auction held on the Auction
Date immediately preceding the first day of such proposed Special Rate Period, (iv) if the Trust shall have mailed a Notice of Redemption
with respect to any shares, the redemption price with respect to such shares shall have been deposited with the Paying Agent, and (v)
in the case of the designation of a Special Rate Period, the Trust has confirmed that as of the Auction Date next preceding the first
day of such Special Rate Period, it has Eligible Assets with an aggregate Discounted Value at least equal to the Preferred Shares Basic
Maintenance Amount, and the Trust has consulted with the Broker-Dealers and has provided notice of such designation and a Preferred Shares
Basic Maintenance Certificate to each Rating Agency.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If
the Trust proposes to designate any Special Rate Period, not fewer than 7 Business Days (or two Business Days in the event the duration
of the Dividend Period prior to such Special Rate Period is fewer than 8 days) nor more than 30 Business Days prior to the first day of
such Special Rate Period, notice shall be (i) made by press release and (ii) communicated by the Trust by telephonic or other means to
the Auction Agent and confirmed in writing promptly thereafter. Each such notice shall state (A) that the Trust proposes to exercise its
option to designate a succeeding Special Rate Period, specifying the first and last days thereof and (B) that the Trust will by 3:00 p.m.,
New York City time, on the second Business Day next preceding the first day of such Special Rate Period, notify the Auction Agent, who
will promptly notify the Broker-Dealers, of either (x) its determination, subject to certain conditions, to proceed with such</P>


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<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Special Rate Period, subject to the terms of any Specific
Redemption Provisions, or (y) its determination not to proceed with such Special Rate Period, in which latter event the succeeding Dividend
Period shall be a Standard Rate Period. No later than 3:00 p.m., New York City time, on the second Business Day next preceding the first
day of any proposed Special Rate Period, the Trust shall deliver to the Auction Agent, who will promptly deliver to the Broker- Dealers
and Existing Holders, either:</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 1in">(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;a
notice stating (A) that the Trust has determined to designate the next succeeding Dividend Period as an Special Rate Period, specifying
the first and last days thereof and (B) the terms of any Specific Redemption Provisions; or</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 1in">(ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;a
notice stating that the Trust has determined not to exercise its option to designate a Special Rate Period.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">If the Trust fails to deliver
either such notice with respect to any designation of any proposed Special Rate Period to the Auction Agent or is unable to make the confirmation
provided in clause (v) of Paragraph (a) of this Section 4 by 3:00 p.m., New York City time, on the second Business Day next preceding
the first day of such proposed Special Rate Period, the Trust shall be deemed to have delivered a notice to the Auction Agent with respect
to such Dividend Period to the effect set forth in clause (ii) above, thereby resulting in a Standard Rate Period.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in"><B>5.</B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Restrictions
on Transfer. </B></P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">Shares of each Series may be transferred
only (a) pursuant to an order placed in an Auction, (b) to or through a Broker-Dealer or (c) to the Trust or any Affiliate. Notwithstanding
the foregoing, a transfer other than pursuant to an Auction will not be effective unless the selling Existing Holder or the Agent Member
of such Existing Holder, in the case of an Existing Holder whose shares are listed in its own name on the books of the Auction Agent,
or the Broker-Dealer or Agent Member of such Broker-Dealer, in the case of a transfer between persons holding shares of any Series through
different Broker-Dealers, advises the Auction Agent of such transfer. The certificates representing the shares of each Series issued to
the Securities Depository will bear legends with respect to the restrictions described above and stop-transfer instructions will be issued
to the Transfer Agent and/or Registrar.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>


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<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in"><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Voting
Rights.</B></P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Except
as otherwise provided in the Declaration or as otherwise required by applicable law, (i) each Holder of shares of any Series shall be
entitled to one vote for each share of any Series held on each matter submitted to a vote of shareholders of the Trust, and (ii) the holders
of outstanding shares of preferred shares, including each Series, and shares of Common Shares shall vote together as a single class on
all matters submitted to stockholders; provided, however, that, at any meeting of the shareholders of the Trust held for the election
of trustees, the holders of outstanding shares of preferred shares, including each Series, represented in person or by proxy at said meeting,
shall be entitled, as a class, to the exclusion of the holders of all other securities and classes of capital stock of the Trust, to elect
two trustees of the Trust, each share of preferred shares, including each Series, entitling the holder thereof to one vote. Except as
set forth in paragraph (b) of this Section 6, the class of outstanding preferred shares, including each Series, shall not be entitled
to participate in the election of any other trustees of the Trust.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;During
any period in which any one or more of the conditions described below shall exist (such period being referred to herein as a &#8220;Voting
Period&#8221;), the number of trustees constituting the Board of Trustees shall be automatically increased by the smallest number that,
when added to the two trustees elected exclusively by the holders of shares of preferred shares, including each Series, would constitute
a majority of the Board of Trustees as so increased by such smallest number; and the holders of shares of preferred shares, including
each Series, shall be entitled, voting as a class on a one-vote-per-share basis (to the exclusion of the holders of all other securities
and classes of capital stock of the Trust), to elect such smallest number of additional trustees, together with the two trustees that
such holders are in any event entitled to elect. A Voting Period shall commence:</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 1in">(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;if
at the close of business on any Dividend Payment Date accumulated dividends (whether or not earned or declared) on preferred shares, including
each Series, equal to at least two full years&#8217; dividends shall be due and unpaid; or</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 1in">(ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;if
at any time holders of any other shares of preferred shares are entitled under the 1940 Act to elect a majority of the trustees of the
Trust.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">Upon the termination of a Voting
Period, the voting rights described in this paragraph (b) of Section 6 shall cease, subject always, however, to the revesting of such
voting rights in the holders of preferred shares, including each Series, upon the further occurrence of any of the events described in
this paragraph (b) of Section 6.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As
soon as practicable after the accrual of any right of the holders of shares of preferred shares, including each Series, to elect additional
trustees as described in paragraph (b) of this Section 6, the Trust shall notify the Auction Agent, and the Auction Agent shall call a
special meeting of such holders, by mailing a notice of such special meeting to such holders, such meeting to be held not less than 10
nor more than 90 days after the date of mailing of such notice. If the Trust fails to send such notice to the Auction Agent or if the
Auction Agent does not call such a special meeting, it may be called by any such holder on like notice. The record date for determining
the holders entitled to notice of and to vote at such special meeting shall be the close of business on the fifth Business Day preceding
the day on which such notice is mailed. At any such special meeting and at each meeting of holders of preferred shares, including each
Series, held during a Voting Period at which trustees are to be elected, such holders, voting together as a class (to the exclusion of
the holders of all other securities and classes of capital stock of the Trust), shall be entitled to elect the number of trustees prescribed
in paragraph (b) of this Section 6 on a one-vote-per-share basis.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>


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<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
holders of preferred shares, including each Series, may also have such other voting rights as are contemplated by Article V of the Trust&#8217;s
Declaration of Trust.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">(e)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;For
purposes of determining any rights of the holders of preferred shares, including each Series, to vote on any matter, whether such right
is created by the Certificate, by statute or otherwise, if redemption of some or all of the preferred shares, including each Series, is
required, no holder of preferred shares, including each Series, shall be entitled to vote and no share of preferred shares, including
each Series, shall be deemed to be &#8220;outstanding&#8221; for the purpose of voting or determining the number of shares required to
constitute a quorum, if prior to or concurrently with the time of determination, sufficient Deposit Securities for the redemption of such
shares have been deposited in the case of Preferred Shares in trust with the Paying Agent for that purpose and the requisite Notice of
Redemption with respect to such shares shall have been given as provided in Section 3(b) of Part I of these By-laws and in the case of
other preferred shares the Trust has otherwise met the conditions for redemption applicable to such preferred shares.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">(f)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
terms of office of all persons who are trustees of the Trust at the time of a special meeting of Holders of the Preferred Shares and holders
of other preferred shares to elect trustees pursuant to paragraph (b) of this Section 6 shall continue, notwithstanding the election at
such meeting by the holders of the number of trustees that they are entitled to elect.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">(g)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Simultaneously
with the termination of a Voting Period, the terms of office of the additional trustees elected by the Holders of the Preferred Shares
and holders of other preferred shares pursuant to paragraph (b) of this Section 6 shall terminate, the remaining trustees shall constitute
the trustees of the Trust and the voting rights of such holders to elect additional trustees pursuant to paragraph (b) of this Section
6 shall cease, subject to the provisions of the last sentence of paragraph (b) of this Section 6.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">(h)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Unless
otherwise required by law or in the Trust&#8217;s charter documents, the Holders of Preferred Shares shall not have any relative rights
or preferences or other special rights other than those specifically set forth herein. In the event that the Trust fails to pay any dividends
on the Preferred Shares of the Trust or fails to redeem any Preferred Shares which it is required to redeem, or any other event occurs
which requires the mandatory redemption of Preferred Shares and the required Notice of Redemption has not been given, other than the rights
set forth in paragraph (a) of Section 3 of Part I of these By-laws, the exclusive remedy of the Holders of Preferred Shares shall be the
right to vote for trustees pursuant to the provisions of paragraph (b) of this Section 6. In no event shall the Holders of Preferred Shares
have any right to sue for, or bring a proceeding with respect to, such dividends or redemptions or damages for the failure to receive
the same.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;So
long as any of the preferred shares, are outstanding, the Trust will not, without the affirmative vote of the holders of a majority of
the outstanding preferred shares, (i) institute any proceedings to be adjudicated bankrupt or insolvent, or consent to the institution
of bankruptcy or insolvency proceedings against it, or file a petition seeking or consenting to reorganization or relief under any applicable
federal or state law relating to bankruptcy or insolvency, or consent to the appointment of a receiver, liquidator, assignee, trustee,
sequestrator (or other similar official) of the Trust or a substantial part of its property, or make any assignment for the benefit of
creditors, or, except as may be required by applicable law, admit in writing its inability to pay its debts generally as they become due
or take any corporate action in furtherance of any such action; (ii) create, incur or suffer to exist, or agree to create, incur or suffer
to exist, or consent to cause or permit in the future (upon the happening of a contingency or otherwise) the creation, incurrence or existence
of any material lien, mortgage, pledge, charge, security interest, security agreement, conditional sale or trust receipt or other material
encumbrance of any kind upon any of the Trust&#8217;s assets as a whole, except (A) liens the validity of which are being contested in
good faith by appropriate proceedings, (B) liens for taxes that are not then due and payable or that can be paid thereafter without penalty,
(C) liens, pledges, charges, security interests, security agreements or other</P>


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<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">encumbrances arising in connection with any indebtedness
senior to the Preferred Shares, (D) liens, pledges, charges, security interests, security agreements or other encumbrances arising in
connection with any indebtedness permitted under clause (iii) below and (E) liens to secure payment for services rendered including, without
limitation, services rendered by the Trust&#8217;s Paying Agent and the Auction Agent; or (iii) create, authorize, issue, incur or suffer
to exist any indebtedness for borrowed money or any direct or indirect guarantee of such indebtedness for borrowed money or any direct
or indirect guarantee of such indebtedness, except the Trust may borrow as may be permitted by the Trust&#8217;s investment restrictions;
provided, however, that transfers of assets by the Trust subject to an obligation to repurchase shall not be deemed to be indebtedness
for purposes of this provision to the extent that after any such transaction the Trust has Eligible Assets with an aggregate Discounted
Value at least equal to the Preferred Shares Basic Maintenance Amount as of the immediately preceding Valuation Date.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">(j)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
affirmative vote of the holders of a majority of the outstanding preferred shares, including each Series, voting as a separate class,
shall be required to approve any plan of reorganization (as such term is used in the Investment Company Act) adversely affecting such
shares or any action requiring a vote of security holders of the Trust under Section 13(a) of the Investment Company Act. In the event
a vote of holders of preferred shares is required pursuant to the provisions of Section 13(a) of the Investment Company Act, the Trust
shall, not later than ten Business Days prior to the date on which such vote is to be taken, notify each Rating Agency that such vote
is to be taken and the nature of the action with respect to which such vote is to be taken and shall, not later than ten Business Days
after the date on which such vote is taken, notify each Rating Agency of the results of such vote.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">(k)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
affirmative vote of the holders of a majority of the outstanding preferred shares of any series, voting separately from any other series,
shall be required with respect to any matter that materially and adversely affects the rights, preferences, or powers of that series in
a manner different from that of other series or classes of the Trust&#8217;s shares of capital stock. For purposes of the foregoing, no
matter shall be deemed to adversely affect any right, preference or power unless such matter (i) alters or abolishes any preferential
right of such series; (ii) creates, alters or abolishes any right in respect of redemption of such series; or (iii) creates or alters
(other than to abolish) any restriction on transfer applicable to such series. The vote of holders of any series described in this Section
6(k) will in each case be in addition to a separate vote of the requisite percentage of Common Shares and/or preferred shares necessary
to authorize the action in question.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">(l)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Board of Trustees, without the vote or consent of any holder of the preferred shares or any other shareholder of the Trust, may from time
to time amend, alter or repeal any or all of the definitions contained herein, add covenants and other obligations of the Trust, or confirm
the applicability of covenants and other obligations set forth herein, all in connection with obtaining or maintaining the rating of any
Rating Agency with respect to each Series, and any such amendment, alteration or repeal will not be deemed to affect the preferences,
rights or powers of Preferred Shares or the Holders thereof, provided that the Board of Trustees receives written confirmation from each
relevant Rating Agency (with such confirmation in no event being required to be obtained from a particular Rating Agency with respect
to definitions or other provisions relevant only to and adopted in connection with another Rating Agency&#8217;s rating of any Series)
that any such amendment, alteration or repeal would not adversely affect the rating then assigned by such Rating Agency.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">In addition, subject to compliance
with applicable law, the Board of Trustees may amend the definition of Maximum Rate to increase the percentage amount by which the Reference
Rate is multiplied to determine the Maximum Rate shown therein without the vote or consent of the holders of preferred shares, including
each Series, or any other shareholder of the Trust, and without receiving any confirmation from any Rating Agency, after consultation
with the Broker-Dealers, provided that immediately following any such increase the Trust would meet the Preferred Shares Basic Maintenance
Amount Test.</P>


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<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">(m)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Unless
otherwise required by law, Holders of shares of each Series shall not have any relative rights or preferences or other special rights
other than those specifically set forth herein. The Holders of shares of each Series shall have no rights to cumulative voting. In the
event that the Trust fails to pay any dividends on the shares of any Series, the exclusive remedy of the Holders shall be the right to
vote for trustees pursuant to the provisions of this Section 6.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">(n)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
foregoing voting provisions will not apply with respect to any series if, at or prior to the time when a vote is required, such shares
have been (i) redeemed or (ii) called for redemption and sufficient funds shall have been deposited in trust to effect such redemption.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in"><B>7.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Liquidation
Rights.</B></P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In
the event of any liquidation, dissolution or winding up of the affairs of the Trust, whether voluntary or involuntary, the Holders of
Preferred Shares, including each Series, shall be entitled to receive out of the assets of the Trust available for distribution to stockholders,
after claims of creditors but before distribution to stockholders, after claims of creditors but before any distribution or payment shall
be made in respect of the Common Stock or any other stock of the Trust ranking junior to the preferred shares, as to liquidation payments,
a liquidation distribution in the amount of $25,000 per share (the &#8220;Liquidation Preference&#8221;), plus an amount equal to all
unpaid dividends accrued to and including the date fixed for such distribution or payment (whether or not declared by the Trust, but excluding
interest thereon), but such Holders shall be entitled to no further participation in any distribution or payment in connection with any
such liquidation, dissolution or winding up.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If,
upon any such liquidation, dissolution or winding up of the affairs of the Trust, whether voluntary or involuntary, the assets of the
Trust available for distribution among the holders of all outstanding preferred shares, including each Series, shall be insufficient to
permit the payment in full to such holders of the amounts to which they are entitled, then such available assets shall be distributed
among the holders of preferred shares, including each Series, ratably in any such distribution of assets according to the respective amounts
which would be payable on all such shares if all amounts thereon were paid in full. Unless and until payment in full has been made to
the holders of preferred shares, including each Series, of the liquidation distributions to which they are entitled, no dividends or distributions
will be made to holders of Common Stock or any stock of the Trust ranking junior to the preferred shares as to liquidation.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Neither
the consolidation nor merger of the Trust with or into any other corporation or corporations, nor the sale, lease, exchange or transfer
by the Trust of all or substantially all of its property and assets, shall be deemed to be a liquidation, dissolution or winding up of
the Trust for purposes of this Section 7.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;After
the payment to Holders of Preferred Shares of the full preferential amounts provided for in this Section 7, the Holders of the Preferred
Shares as such shall have no right or claim to any of the remaining assets of the Trust.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">(e)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In
the event the assets of the Trust or proceeds thereof available for distribution to the Holders of Preferred Shares, upon dissolution,
liquidation or winding up of the affairs of the Trust, whether voluntary or involuntary, shall be insufficient to pay in full all amounts
to which such Holders are entitled pursuant to paragraph (a) of this Section 7, no such distribution shall be made on account of any shares
of any other series of preferred shares unless proportionate distributive amounts shall be paid on account of the Preferred Shares, ratably,
in proportion to the full distributable amounts to which holders of all preferred shares are entitled upon such dissolution, liquidation
or winding up.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>


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<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Subject
to the rights of the holders of other preferred shares or after payment shall have been made in full to the Holders of Preferred Shares
as provided in paragraph (a) of this Section 7, but not prior thereto, any other series or class of stock ranking junior to the Preferred
Shares with respect to the distribution of assets upon dissolution, liquidation or winding up of the affairs of the Trust shall, subject
to any respective terms and provisions (if any) applying thereto, be entitled to receive any and all assets remaining to be paid or distributed,
and the Holders of the Preferred Shares shall not be entitled to share therein.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in"><B>8.</B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Auction
Agent.</B></P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">For so long as any shares of Preferred
Shares are Outstanding, the Auction Agent, duly appointed by the Trust to so act, shall be in each case a commercial bank, trust company
or other financial institution independent of the Trust and its Affiliates (which, however, may engage or have engaged in business transactions
with the Trust or its Affiliates) and at no time shall the Trust or any of its Affiliates act as the Auction Agent in connection with
the Auction Procedures. If the Auction Agent resigns or for any reason its appointment is terminated during any period that any shares
of any Series are Outstanding, the Trust shall use its best efforts promptly thereafter to appoint another qualified commercial bank,
trust company or financial institution to act as the Auction Agent.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in"><B>9.</B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>1940
Act Preferred Shares Asset Coverage.</B></P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">The Trust shall maintain, as of
the last Business Day of each month in which any Preferred Shares are Outstanding, the 1940 Act Preferred Shares Asset Coverage; provided,
however, that Section 3(a)(ii) shall be the sole remedy in the event the Trust fails to do so.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in"><B>10.</B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Preferred
Shares Basic Maintenance Amount. </B></P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><B>&nbsp;</B></P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">So long as any Preferred Shares
are Outstanding and any Rating Agency so requires, the Trust shall maintain, as of each Valuation Date, Moody&#8217;s Eligible Assets
having an aggregate Discounted Value equal to or greater than the Preferred Shares Basic Maintenance Amount; provided, however, that Section
3(a)(ii) shall be the sole remedy in the event the Trust fails to do so.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in"><B>11.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;[Reserved]</B></P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in"><B>12.</B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Certain
Other Restrictions.</B></P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">So long as any Preferred Shares
are Outstanding and Moody&#8217;s so requires, the Trust will not, unless it has received written confirmation from Moody&#8217;s that
any such action would not impair the rating then assigned by Moody&#8217;s to the Preferred Shares, engage in any one or more of the following
transactions:</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 1in">(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;purchase
or sell futures contracts or options thereon with respect to portfolio securities or write put or call options on portfolio securities
if the aggregate notional amount exceeds 2 &frac12;% of the Trust&#8217;s total assets;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 1in">(ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;except
in connection with a refinancing of the Preferred Shares, issue additional shares of any series of preferred shares, including any Series
or reissue any shares of preferred shares, including any Series previously purchased or redeemed by the Trust;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 1in">(iii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;engage
in any short sales of securities;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 1in">(iv)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;lend
portfolio securities;</P>


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<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 1in">(v)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;merge
or consolidate into or with any other corporation;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 1in">(vi)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;engage
in any reverse repurchase agreement or forms of leverage for hedging purposes if the aggregate notional amount exceeds 10% of the Trust&#8217;s
total assets or engage in forms of leverage for non-hedging purposes; or</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 1in">(vii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;change
the Pricing Service to a service other than an Approved Pricing Service.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in"><B>13.</B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Compliance
Procedures For Asset Maintenance Tests. </B></P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">For so long as any Preferred Shares
are Outstanding and any Rating Agency so requires:</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As
of each Valuation Date, the Trust shall determine (i) the Market Value of each Eligible Asset owned by the Trust on that date, (ii) the
Discounted Value of each such Eligible Asset, (iii) whether the Preferred Shares Basic Maintenance Amount Test is met as of that date,
(iv) the value (as used in the Investment Company Act) of the total assets of the Trust, less all liabilities, and (v) whether the 1940
Act Preferred Shares Asset Coverage is met as of that date.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Upon
any failure to meet the Preferred Shares Basic Maintenance Amount Test or 1940 Act Preferred Shares Asset Coverage on any Valuation Date,
the Trust may use reasonable commercial efforts (including, without limitation, altering the composition of its portfolio, purchasing
shares of the Preferred Shares outside of an Auction or, in the event of a failure to file a certificate on a timely basis, submitting
the requisite certificate), to meet (or certify in the case of a failure to file a certificate on a timely basis, as the case may be)
the Preferred Shares Basic Maintenance Amount Test or 1940 Act Preferred Shares Asset Coverage on or prior to the Asset Coverage Cure
Date.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;[Reserved]</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Trust shall deliver to the Auction Agent and each Rating Agency a certificate which sets forth a determination of items (i)-(iii) of paragraph
(a) of this Section 13 (a &#8220;Preferred Shares Basic Maintenance Certificate&#8221;) as of (A) the Date of Original Issue, (B) the
last Valuation Date of each quarter, (C) any date requested by any Rating Agency, (D) a Business Day on or before any Asset Coverage Cure
Date relating to the Trust&#8217;s cure of a failure to meet the Preferred Shares Basic Maintenance Amount Test, and (E) any day that
Common or Preferred Shares are redeemed. Such Preferred Shares Basic Maintenance Certificate shall be delivered in the case of clause
(i)(A) on the Date of Original Issue and in the case of all other clauses above on or before the seventh Business Day after the relevant
Valuation Date or Asset Coverage Cure Date.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">(e)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Trust shall deliver to the Auction Agent and each Rating Agency a certificate which sets forth a determination of items (iv) and (v) of
paragraph (a) of this Section 13 (a &#8220;1940 Act Preferred Shares Asset Coverage Certificate&#8221;) (i) as of the Date of Original
Issue, and (ii) as of (A) the last Valuation Date of each quarter thereafter, and (B) as of a Business Day on or before any Asset Coverage
Cure Date relating to the failure to meet the 1940 Act Preferred Shares Asset Coverage. Such 1940 Act Preferred Shares Asset Coverage
Certificate shall be delivered in the case of clause (i) on the Date of Original Issue and in the case of clause (ii) on or before the
seventh Business Day after the relevant Valuation Date or the Asset Coverage Cure Date. The certificates required by paragraphs (d) and
(e) of this Section 13 may be combined into a single certificate.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">(f)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;[Reserved]</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>


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<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Within
ten Business Days of the Date of Original Issue, the Trust shall deliver to the Auction Agent and each Rating Agency a letter prepared
by the Trust&#8217;s independent auditors (an &#8220;Auditor&#8217;s Certificate&#8221;) regarding the accuracy of the calculations made
by the Trust in the Preferred Shares Basic Maintenance Certificate and the 1940 Act Preferred Shares Asset Coverage Certificate required
to be delivered by the Trust on the Date of Original Issue. Within ten Business Days after delivery of the Preferred Shares Basic Maintenance
Certificate and the 1940 Act Preferred Shares Asset Coverage Certificate relating to the last Valuation Date of each fiscal quarter of
the Trust, the Trust will deliver to the Auction Agent and each Rating Agency an Auditor&#8217;s Certificate regarding the accuracy of
the calculations made by the Trust in such Certificates and in one other Preferred Shares Basic Maintenance Certificate randomly selected
by the Trust&#8217;s independent auditors during such fiscal quarter. In addition, the Trust will deliver to the persons specified in
the preceding sentence an Auditor&#8217;s Certificate regarding the accuracy of the calculations made by the Trust on each Preferred Shares
Basic Maintenance Certificate and 1940 Act Preferred Shares Asset Coverage Certificate delivered in relation to an Asset Coverage Cure
Date within ten days after the relevant Asset Coverage Cure Date. If an Auditor&#8217;s Certificate shows that an error was made in any
such report, the calculation or determination made by the Trust&#8217;s independent auditors will be conclusive and binding on the Trust.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">(h)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Auditor&#8217;s Certificates referred to in paragraph (g) above will confirm, based upon the independent auditors review of portfolio
data provided by the Trust, (i) the mathematical accuracy of the calculations reflected in the related Preferred Shares Basic Maintenance
Amount Certificates and 1940 Act Preferred Shares Asset Coverage Certificates, (ii) that, based upon such calculations, the Trust had,
at such Valuation Date, met the Preferred Shares Basic Maintenance Amount Test, and (iii) that the Trust met the Moody&#8217;s General
Portfolio Requirements.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In
the event that a Preferred Shares Basic Maintenance Certificate or 1940 Act Preferred Shares Asset Coverage Certificate with respect to
an applicable Valuation Date is not delivered within the time periods specified in this Section 13, the Trust shall be deemed to have
failed to meet the Preferred Shares Basic Maintenance Amount Test or the 1940 Act Preferred Shares Asset Coverage, as the case may be,
on such Valuation Date for purposes of Section 13(b) of Part I of these By-laws. In the event that a Preferred Shares Basic Maintenance
Certificate, a 1940 Act Preferred Shares Asset Coverage Certificate or an applicable Auditor&#8217;s Certificate with respect to an Asset
Coverage Cure Date is not delivered within the time periods specified herein, the Trust shall be deemed to have failed to meet the Preferred
Shares Basic Maintenance Amount Test or the 1940 Preferred Shares Asset Coverage, as the case may be, as of the related Valuation Date.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">(j)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In
the event the outstanding Senior Securities (as defined in the Investment Company Act) of the Trust exceed 45% of the Trust&#8217;s total
assets, the Trust will promptly notify each Rating Agency.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in"><B>14.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;[Reserved]</B></P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in"><B>15.</B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Notice.
</B></P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">All notices or communications
hereunder, unless otherwise specified in these By-laws, shall be sufficiently given if in writing and delivered in person, by telecopier
or mailed by first-class mail, postage prepaid. Notices delivered pursuant to this Section 15 shall be deemed given on the earlier of
the date received or the date five days after which such notice is mailed.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in"><B>16.</B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Waiver.</B></P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">To the extent permitted by Massachusetts
law, holders of at least two-thirds of the Outstanding Preferred Shares, acting collectively, or each Series, acting as a separate series,
may waive any provision hereof intended for their respective benefit in accordance with such procedures as may from time to time be established
by the Board of Trustees.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

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<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify"></P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in"><B>17.</B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Termination.
</B></P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">In the event that no shares of
the Preferred Shares are Outstanding, all rights and preferences of such shares established and designated hereunder shall cease and terminate,
and all obligations of the Trust under these By-laws shall terminate.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in"><B>18.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Amendment.
</B></P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">Subject to the provisions of these
By-laws, the Board of Trustees may, by resolution duly adopted without shareholder approval (except as otherwise provided by these By-laws
or required by applicable law), amend these By-laws to (1) reflect any amendments hereto which the Board of Trustees is entitled to adopt
pursuant to the terms of Section 6(l) of Part I of these By-laws without shareholder approval or (2) add additional shares of each Series
(and terms relating thereto). All such additional shares shall be governed by the terms of these By-laws. To the extent permitted by applicable
law, the Board of Trustees may interpret, amend or adjust the provisions of these By-laws to resolve any inconsistency or ambiguity or
to remedy any patent defect.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in"><B>19.</B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Definitions.
</B></P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">As used in Part I and Part II
of these By-laws, the following terms shall have the following meanings (with terms defined in the singular having comparable meanings
when used in the plural and vice versa), unless the context otherwise requires:</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&#8220; &#8216;AA&#8217; Financial
Composite Commercial Paper Rate&#8221; on any date means (i) the interest equivalent of the 7-day rate, in the case of a Dividend Period
which is a Standard Rate Period or shorter; for Dividend Periods greater than 7 days but fewer than or equal to 31 days, the 30-day rate;
for Dividend Periods greater than 31 days but fewer than or equal to 61 days, the 60-day rate; for Dividend Periods greater than 61 days
but fewer than or equal to 91 days, the 90 day rate; for Dividend Periods greater than 91 days but fewer than or equal to 270 days, the
rate described in (ii); for Dividend Periods greater than 270 days, the Treasury Index Rate; on commercial paper on behalf of issuers
whose corporate bonds are rated &#8220;AA&#8221; by S&amp;P, or the equivalent of such rating by another nationally recognized rating
agency, as announced by the Federal Reserve Bank of New York for the close of business on the Business Day immediately preceding such
date; or (ii) if the Federal Reserve Bank of New York does not make available such a rate, then the arithmetic average of the interest
equivalent of such rates on commercial paper placed on behalf of such issuers, as quoted on a discount basis or otherwise by the Commercial
Paper Dealers to the Auction Agent for the close of business on the Business Day immediately preceding such date (rounded to the next
highest .001 of 1%). If any Commercial Paper Dealer does not quote a rate required to determine the &#8220;AA&#8221; Financial Composite
Commercial Paper Rate, such rate shall be determined on the basis of the quotations (or quotation) furnished by the remaining Commercial
Paper Dealers (or Dealer), if any, or, if there are no such Commercial Paper Dealers, by the Auction Agent. For Dividend Periods greater
than 360 days, the Treasury Index Rate. For purposes of this definition, (A) &#8220;Commercial Paper Dealers&#8221; shall mean (1) Salomon
Smith Barney Inc., Lehman Brothers Inc., Merrill Lynch, Pierce, Fenner &amp; Smith Incorporated and Goldman Sachs &amp; Co.; (2) in lieu
of any thereof, its respective Affiliate or successor; and (3) in the event that any of the foregoing shall cease to quote rates for commercial
paper of issuers of the sort described above, in substitution therefore, a nationally recognized dealer in commercial paper of such issuers
then making such quotations selected by the Trust, and (B) &#8220;interest equivalent&#8221; of a rate stated on a discount basis for
commercial paper of a given number of days&#8217; maturity shall mean a number equal to the quotient (rounded upward to the next higher
one-thousandth of 1%) of (1) such rate expressed as a decimal, divided by (2) the</P>


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<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">difference between (x) 1.00 and (y) a fraction, the
numerator of which shall be the product of such rate expressed as a decimal, multiplied by the number of days in which such commercial
paper shall mature and the denominator of which shall be 365.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&#8220;Advance Rate&#8221; means
the Moody&#8217;s Advance Rate.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&#8220;Affiliate&#8221; means
any person known to the Auction Agent to be controlled by, in control of or under common control with the Trust; provided that Eaton Vance
Management shall not be deemed to be an Affiliate nor shall any corporation or any person controlled by, in control of or under common
control with such entity, one of the trustees, directors or executive officers of which is also a trustee, director or executive officer
of the Trust, be deemed to be an Affiliate.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&#8220;Agent Member&#8221; means
a member of or a participant in the Securities Depository that will act on behalf of a Bidder.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&#8220;All Hold Rate&#8221; means
80% of the &#8220;AA&#8221; Financial Composite Commercial Paper Rate.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&#8220;Applicable Rate&#8221;
means, with respect to each Series for each Dividend Period (i) if Sufficient Clearing Orders exist for the Auction in respect thereof,
the Winning Bid Rate, (ii) if Sufficient Clearing Orders do not exist for the Auction in respect thereof, the Maximum Rate.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&#8220;Approved Dealer&#8221;
means any Broker-Dealer listed in Exhibit A to these By-laws or any other broker-dealer designated in writing by the Trust provided that
no Rating Agency, in its reasonable discretion, has objected to such designated broker-dealer in writing to the Trust within ten business
days of receipt of the Trust&#8217;s written notice of such designation.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&#8220;Approved Price&#8221; means
the &#8220;fair value&#8221; as determined by the Trust in accordance with the valuation procedures adopted from time to time by the Board
of Trustees.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&#8220;Approved Pricing Service&#8221;
means for Senior Loans Loan Pricing Corporation or any other quotation service designated in writing by the Trust provided that no Rating
Agency has objected, in its reasonable discretion, in writing to the Trust within ten business days of receipt of the Trust&#8217;s written
notice of the designation of such quotation service.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&#8220;Asset Coverage Cure Date&#8221;
has the meaning set forth in Section 3(a)(ii) of these By-laws.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&#8220;Auction&#8221; means each
periodic operation of the procedures set forth under &#8220;Auction Procedures.&#8221;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&#8220;Auction Agent&#8221; means
Bankers Trust Company unless and until another commercial bank, trust company, or other financial institution appointed by a resolution
of the Board of Trustees enters into an agreement with the Trust to follow the Auction Procedures for the purpose of determining the Applicable
Rate.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&#8220;Auction Date&#8221; means
the first Business Day next preceding the first day of a Dividend Period for each Series.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&#8220;Auction Procedures&#8221;
means the procedures for conducting Auctions set forth in Part II hereof.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&#8220;Auditor&#8217;s Certificate&#8221;
has the meaning set forth in Section 13(g) of Part I of these By-laws.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>


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<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#8220;Beneficial
Owner,&#8221; with respect to shares of each Series, means a customer of a Broker-Dealer who is listed on the records of that Broker-Dealer
(or, if applicable, the Auction Agent) as a holder of shares of such series.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&#8220;Bid&#8221; has the meaning
set forth in Section 2(a)(ii) of Part II of these By-laws.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&#8220;Bidder&#8221; has the meaning
set forth in Section 2(a)(ii) of Part II of these By-laws; provided, however, that neither the Trust nor any Affiliate shall be permitted
to be a Bidder in an Auction.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&#8220;Board of Trustees&#8221;
means the Board of Trustees of the Trust or any duly authorized committee thereof as permitted by applicable law.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&#8220;Bonds&#8221; means corporate
debt securities and U.S. government and U.S. dollar-denominated foreign government or supranational debt securities, other than Short-Term
Money Market Instruments.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&#8220;Broker-Dealer&#8221; means
any broker-dealer or broker-dealers, or other entity permitted by law to perform the functions required of a Broker-Dealer by the Auction
Procedures, that has been selected by the Trust and has entered into a Broker-Dealer Agreement that remains effective.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&#8220;Broker-Dealer Agreement&#8221;
means an agreement between the Auction Agent and a Broker-Dealer, pursuant to which such Broker-Dealer agrees to follow the Auction Procedures.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&#8220;Business Day&#8221; means
a day on which the New York Stock Exchange is open for trading and which is not a Saturday, Sunday or other day on which banks in The
City of New York, New York are authorized or obligated by law to close.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&#8220;Code&#8221; means the Internal
Revenue Code of 1986, as amended.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&#8220;Commercial Paper Dealers&#8221;
has the meaning set forth in the definition of &#8220;AA&#8221; Financial Composite Commercial Paper Rate.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&#8220;Commission&#8221; means
the Securities and Exchange Commission.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&#8220;Common Share&#8221; means
the shares of beneficial interest, par value $.01 per share, of the Trust.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&#8220;Credit Agreement&#8221;
means a certain Credit Agreement dated as of November 1, 1998 (as amended or supplemented thereafter) among Eaton Vance Senior Income
Trust, a Massachusetts business trust, various financial institutions party to the Credit Agreement, and Citibank, N.A., a national banking
association and any other additional or subsequent credit agreement permitting Trust borrowings.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&#8220;Date of Original Issue&#8221;
means the date on which a Series is originally issued by the Trust.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&#8220;Default Period&#8221; has
the meaning set forth in Sections 2(c) (ii) or (iii) of Part I of these By-laws.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&#8220;Default Rate&#8221; means
the Reference Rate multiplied by three (3).</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&#8220;Deposit Securities&#8221;
means cash and any obligations or securities, including Short Term Money Market Instruments that are Eligible Assets, rated at least AAA,
A-1+ or SP-1+ by S&amp;P, except that, for purposes of optional redemption such obligations or securities shall be considered &#8220;Deposit
Securities&#8221; only if they are also rated at least P-1 by Moody&#8217;s.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>


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<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#8220;Discounted
Value&#8221; means the product of the Market Value (plus accrued interest) of an Eligible Asset multiplied by the applicable Advance Rate.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&#8220;Dividend Default&#8221;
has the meaning set forth in Section 2(c)(iii) of Part I of these By-laws.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&#8220;Dividend Payment Date&#8221;
means (i) with respect to any Dividend Period of one year or less, the Business Day next succeeding the last day thereof and, if any,
the 91st, 181st and 271st days thereof, and (ii) with respect to any Dividend Period of more than one year, on a quarterly basis on each
January 1, April 1, July 1 and October 1 and on the Business Day following the last day of such Dividend Period.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&#8220;Dividend Period&#8221;
means, with respect to each Series, the period commencing on the Date of Original Issue thereof and ending on the date specified for such
series on the Date of Original Issue thereof and thereafter, as to such Series, the period commencing on the day following each Dividend
Period for such Series and ending on the day established for such Series by the Trust.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&#8220;Eligible Assets&#8221;
means Moody&#8217;s Eligible Assets.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&#8220;Equity Assets&#8221; means
warrants and equity securities issued by a borrower or its affiliates as part of a package of investments or in connection with a restructuring
of debt.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&#8220;Existing Holder,&#8221;
has the meaning set forth in Section 1(d) of Part II of these By-laws.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&#8220;Hold Order&#8221; has the
meaning set forth in Section 2(a)(ii) of Part II of these By-laws.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&#8220;Holder&#8221; means, with
respect to Preferred Shares, the registered holder of shares of each Series as the same appears on the share ledger or share records of
the Trust.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&#8220;Investment Company Act&#8221;
means the Investment Company Act of 1940, as amended.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&#8220;Investment Company Security&#8221;
means common shares of an investment company registered under the Investment Company Act.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&#8220;Loan&#8221; means any assignment
of or participation in any bank loan denominated in U.S. dollars including term loans, the funded and unfunded portions of revolving credit
lines (provided that the Trust shall place in reserve an amount equal to any unfunded portion of any revolving credit line) and debtor-in
possession financings; provided that such loan (a) is not extended for the purpose of purchasing or carrying any margin stock and (b)
is similar to those typically made, syndicated, purchased or participated by a commercial bank in the ordinary course of business.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&#8220;Mandatory Redemption Date&#8221;
has the meaning set forth in Section 3(a)(iv) of Part I of these By-laws.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&#8220;Mandatory Redemption Price&#8221;
has the meaning set forth in Section 3(a)(iv) of Part I of these By-laws.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&#8220;Market Value&#8221; means
the Market Value Price or, if a Market Value Price is not readily available, the Approved Price of each Eligible Asset held by the Trust.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&#8220;Market Value Price&#8221;
means the price of an Eligible Asset which is the price obtained from an Approved Pricing Service or, such other price used pursuant to
the Trust&#8217;s valuation procedures adopted pursuant to the 1940 Act.</P>


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<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&#8220;Maximum Rate&#8221; means,
on any date on which the Applicable Rate is determined, the applicable percentage of the &#8220;AA&#8221; Financial Composite Commercial
Paper Rate on the date of such Auction determined as set forth below based on the credit ratings assigned to the Preferred Shares by Moody&#8217;s
subject to upward but not downward adjustment in the discretion of the Board of Trustees after consultation with the Broker-Dealers; provided
that immediately following any such increase the Trust would be in compliance with the Preferred Shares Basic Maintenance Amount.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="width: 100%; border-collapse: collapse">
  <TR STYLE="vertical-align: top">
    <TD STYLE="width: 51%; padding-right: 5.4pt; padding-left: 5.4pt">
    <P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Moody&#8217;s</P>
    <P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><U>Credit Rating</U></P></TD>
    <TD STYLE="width: 49%; padding-right: 5.4pt; padding-left: 5.4pt">
    <P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Applicable</P>
    <P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><U>Percentage</U></P></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="font: 11pt Times New Roman, Times, Serif; padding-right: 5.4pt; padding-left: 45.9pt; text-align: justify">aa3 or Above</TD>
    <TD STYLE="font: 11pt Times New Roman, Times, Serif; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">125%</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="font: 11pt Times New Roman, Times, Serif; padding-right: 5.4pt; padding-left: 45.9pt; text-align: justify">a3 or a1</TD>
    <TD STYLE="font: 11pt Times New Roman, Times, Serif; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">160%</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="font: 11pt Times New Roman, Times, Serif; padding-right: 5.4pt; padding-left: 45.9pt; text-align: justify">baa3 to baa1</TD>
    <TD STYLE="font: 11pt Times New Roman, Times, Serif; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">250%</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="font: 11pt Times New Roman, Times, Serif; padding-right: 5.4pt; padding-left: 45.9pt; text-align: justify">Below baa3</TD>
    <TD STYLE="font: 11pt Times New Roman, Times, Serif; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">275%</TD></TR>
  </TABLE>
<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&#8220;Moody&#8217;s&#8221; means
Moody&#8217;s Investors Service, Inc. and its successors at law.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&#8220;Moody&#8217;s Advance Rate&#8221;
means, so long as the Trust&#8217;s portfolio complies with the Moody&#8217;s General Portfolio Requirements, the percentage determined
below (which may be increased from time to time by Moody&#8217;s):</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 1in">(i) Loans: for each Moody&#8217;s
Asset Category, the percentage specified in the table below opposite such Moody&#8217;s Asset Category.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="width: 100%; font: 11pt Times New Roman, Times, Serif; border-collapse: collapse">
  <TR STYLE="vertical-align: top">
    <TD STYLE="width: 51%; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify"><U>Moody&#8217;s Asset Category</U></TD>
    <TD STYLE="width: 49%; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify"><U>Advance Rate</U></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">A</TD>
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">&#9;84.5%</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">B</TD>
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">&#9;73%</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">C</TD>
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">&#9;62%</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">D</TD>
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">&#9;45%</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">E</TD>
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">&#9;45%</TD></TR>
  </TABLE>
<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Loans rated by S&amp;P but not Moody&#8217;s that
do not exceed 10% of the Trust&#8217;s Total Assets shall be treated the same as Loans rated solely by Moody&#8217;s. For all unrated
Loans and Loans rated solely by S&amp;P that exceed 10% of the Trust&#8217;s total assets the Advance Rate shall be reduced by 10%; provided,
however, no reduction will occur if the Loan does not have a market value price and has received a category change pursuant to the definition
contained in &#8220;Moody&#8217;s Eligible Assets&#8221; below.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 1in">(ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Bonds:
the percentage specified in the table below based upon remaining maturity of the Bond and the rating assigned by Moody&#8217;s:</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="width: 100%; font: 11pt Times New Roman, Times, Serif; border-collapse: collapse">
  <TR STYLE="vertical-align: top">
    <TD STYLE="width: 24%; border: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify"><B>Maturity Years</B></TD>
    <TD STYLE="width: 7%; border-top: Black 1pt solid; border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify"><B>Aaa</B></TD>
    <TD STYLE="width: 7%; border-top: Black 1pt solid; border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify"><B>Aa</B></TD>
    <TD STYLE="width: 7%; border-top: Black 1pt solid; border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify"><B>A</B></TD>
    <TD STYLE="width: 7%; border-top: Black 1pt solid; border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify"><B>Baa</B></TD>
    <TD STYLE="width: 7%; border-top: Black 1pt solid; border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify"><B>Ba</B></TD>
    <TD STYLE="width: 7%; border-top: Black 1pt solid; border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify"><B>B</B></TD>
    <TD STYLE="width: 7%; border-top: Black 1pt solid; border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify"><B>Caa</B></TD>
    <TD STYLE="width: 12%; border-top: Black 1pt solid; border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify"><B>Unrated</B></TD>
    <TD STYLE="width: 15%; border-top: Black 1pt solid; border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify"><B>Below Caa</B></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; border-left: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">1</TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">92%</TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">89%</TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">87%</TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">85%</TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">84%</TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">80%</TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">49%</TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">44%</TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">44%</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; border-left: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">2</TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">87%</TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">85%</TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">82%</TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">80%</TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">79%</TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">75%</TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">49%</TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">44%</TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">44%</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; border-left: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">3</TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">83%</TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">81%</TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">79%</TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">76%</TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">75%</TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">71%</TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">49%</TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">44%</TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">44%</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; border-left: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">4</TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">79%</TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">78%</TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">75%</TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">72%</TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">71%</TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">68%</TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">49%</TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">44%</TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">44%</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; border-left: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">5</TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">76%</TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">74%</TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">72%</TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">69%</TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">68%</TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">65%</TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">49%</TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">44%</TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">44%</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; border-left: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">7</TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">72%</TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">70%</TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">68%</TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">66%</TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">64%</TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">61%</TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">49%</TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">44%</TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">44%</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; border-left: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">10</TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">69%</TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">67%</TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">65%</TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">63%</TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">61%</TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">58%</TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">49%</TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">44%</TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">44%</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; border-left: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">15</TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">67%</TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">65%</TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">63%</TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">61%</TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">59%</TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">56%</TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">49%</TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">44%</TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">44%</TD></TR>
  </TABLE>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0"></P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="width: 100%; font: 11pt Times New Roman, Times, Serif; border-collapse: collapse">
  <TR STYLE="vertical-align: top">
    <TD STYLE="width: 24%; border: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">20</TD>
    <TD STYLE="width: 7%; border-top: Black 1pt solid; border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">67%</TD>
    <TD STYLE="width: 7%; border-top: Black 1pt solid; border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">65%</TD>
    <TD STYLE="width: 7%; border-top: Black 1pt solid; border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">63%</TD>
    <TD STYLE="width: 7%; border-top: Black 1pt solid; border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">61%</TD>
    <TD STYLE="width: 7%; border-top: Black 1pt solid; border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">59%</TD>
    <TD STYLE="width: 7%; border-top: Black 1pt solid; border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">53%</TD>
    <TD STYLE="width: 7%; border-top: Black 1pt solid; border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">49%</TD>
    <TD STYLE="width: 12%; border-top: Black 1pt solid; border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">44%</TD>
    <TD STYLE="width: 15%; border-top: Black 1pt solid; border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">44%</TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; border-left: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">30</TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">67%</TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">65%</TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">63%</TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">61%</TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">59%</TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">52%</TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">49%</TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">44%</TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: justify">44%</TD></TR>
  </TABLE>
<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<!-- Field: Page; Sequence: 39 -->
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    <DIV STYLE="break-before: page; margin-top: 6pt"><TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%"><TR><TD STYLE="text-align: center; width: 100%">&nbsp;</TD></TR></TABLE></DIV>
    <!-- Field: /Page -->

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify"></P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">Unrated bonds are limited to 5%
of the Trust&#8217;s total assets and must meet the following conditions: the issuer must (i) not have filed for bankruptcy within the
past three years, (ii) be current on all principal and interest payments on fixed-income obligations; (iii) be current on all preferred
stock dividends; and (iv) possess a current, unqualified auditor&#8217;s report without qualified, explanatory language. If a Bond is
unrated by Moody&#8217;s but is rated by S&amp;P, then a rating two numeric ratings below the S&amp;P rating will be used (e.g. where
the S&amp;P rating is AAA, a Moody&#8217;s rating of Aa2 will be used; where the S&amp;P rating is AA+, a Moody&#8217;s rating of Aa3
will be used).</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 11pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 0"><TR STYLE="vertical-align: top">
<TD STYLE="width: 1in"></TD><TD STYLE="width: 0.5in">(iii)</TD><TD STYLE="text-align: justify">Structured Notes: 68% provided the security is rated Baa3 or higher</TD></TR></TABLE>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">by Moody&#8217;s, otherwise 51%.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 11pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 0"><TR STYLE="vertical-align: top">
<TD STYLE="width: 1in"></TD><TD STYLE="width: 0.5in">(iv)</TD><TD STYLE="text-align: justify">Investment Company Securities: 84.5%, provided that the issuer invests at least 65% of its total assets
in Loans (under normal market conditions).</TD></TR></TABLE>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0 0 0 1in; text-align: justify">(v)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Equity
Assets: 66%.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 1in">(vi)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Short
Term Money Market Instruments: (A) 97%, so long as such investments mature or have a demand feature at par exercisable within 30 days,
(B) 90%, so long as such investments mature or have a demand feature at par not exercisable within 30 days, and (C) 83%, if such securities
are not rated by Moody&#8217;s, so long as such investments are rated at least A-2/AA or SP-2/AA by S&amp;P and mature or have a demand
feature at par exercisable within 30 days.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 11pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 0"><TR STYLE="vertical-align: top">
<TD STYLE="width: 1in"></TD><TD STYLE="width: 0.5in">(vii)</TD><TD STYLE="text-align: justify">Cash: 100%.</TD></TR></TABLE>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">Any derivative instruments constituting
an outstanding obligation or entitlement shall have an Advance Rate applied in the same amount as the underlying security to which it
relates, either as an additional asset or as a reduction in assets, as the case may be.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&#8220;Moody&#8217;s Asset Category&#8221;
means the following five categories (and, for purposes of this categorization, the Market Value Price of a Moody&#8217;s Eligible Asset
trading at par is equal to $ 1.00).</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&#8220;Moody&#8217;s Asset Category
A&#8221; means Performing Senior Loans which have a Market Value Price or an Approved Price greater than or equal to $.90.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&#8220;Moody&#8217;s Asset Category
B&#8221; means:</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 1in">(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Performing
Senior Loans which have a Market Value Price or a Approved Price of greater than or equal to $.80 but less than $.90; and</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 1in">(ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;non-Performing
Senior Loans which have a Market Value Price or an Approved Price greater than or equal to $.85.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&#8220;Moody&#8217;s Asset Category
C&#8221; means:</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 1in">(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Performing
Senior Loans which have a Market Value Price or an Approved Price greater than or equal to $.70 but less than $.80; and</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>


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<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 1in">(ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;non-Performing
Senior Loans which have a Market Value Price or an Approved Price greater than or equal to $.75 but less than $.85.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&#8220;Moody&#8217;s Asset Category
D&#8221; means Senior Loans which have a Market Value Price or an Approved Price less than $.75.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&#8220;Moody&#8217;s Asset Category
E&#8221; means Non-Senior Loans which have a Market Value Price or an Approved Price.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">Notwithstanding any other provision
contained above, for purposes of determining whether a Moody&#8217;s Eligible Asset falls within a specific Moody&#8217;s Asset Category,
to the extent that any Moody&#8217;s Eligible Asset would fall in more than one of the Moody&#8217;s Asset Categories, such Moody&#8217;s
Eligible Asset shall be deemed to fall into the Moody&#8217;s Asset Category with the highest applicable Moody&#8217;s Advance Rate.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&#8220;Moody&#8217;s Eligible
Assets&#8221; means:</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 1in">(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Senior
Loans and Bonds; provided, however, that (a) Senior Loans with an Approved Price (but no Market Value Price) will qualify as Moody&#8217;s
Eligible Assets only up to a maximum of 15% of the Trust&#8217;s total assets, and such Senior Loans constituting more than 10% of the
Trust&#8217;s total assets will apply a Moody&#8217;s Asset Category one category below that which would otherwise apply for purposes
of determining the Advance Rate; and (b) Senior Loans under Moody&#8217;s Asset Category D will qualify as Moody&#8217;s Eligible Assets
only up to a maximum of 20% of the Trust&#8217;s total assets.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 1in">(ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Non-Senior
Loans; provided, however, that Non-Senior Loans will qualify as Moody&#8217;s Eligible Assets only up to a maximum of 10% of the Trust&#8217;s
total assets.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 1in">(iii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Bonds,
Structured Notes, Equity Securities and Investment Company Securities; provided, however, that such securities do not exceed 20% of the
Trust&#8217;s total assets.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 1in">(iv)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Short-Term
Money Market Instruments so long as (a) such securities are rated at least P-2, (b) in the case of demand deposits, time deposits, banker&#8217;s
acceptances and certificate of deposit and overnight funds, the supporting entity is rated at least A2, (c) such securities are U.S. Government
Securities, or (d) in all other cases, the supporting entity (1) is rated A2 and the security matures within one month, (2) is rated A2
and the security matures within three months or (3) is rated at least Aa3 and the security matures within six months.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 1in">(v)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Cash.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&#8220;Moody&#8217;s General Portfolio
Requirements&#8221; means that the Trust&#8217;s portfolio must meet the following diversification requirements: (a) no more than 25%
by par value of the Trust&#8217;s total assets can be invested in the securities of borrowers and other issuers having their principal
business activities in the same Moody&#8217;s Industry Classification; provided, that this limitation shall not apply with respect to
U.S. Government Securities and provided further that for purposes of this subsection (a), the term &#8220;issuer&#8221; shall not include
a lender selling a participation to the Trust or any other person interpositioned between such lender and the Trust with respect to a
participation and (b) no more than 10% by par value of the Trust&#8217;s total assets can be invested in securities of a single issuer,
and provided further that for purposes of this subsection (b), the term &#8220;issuer&#8221; includes both the borrower under a loan agreement
and the lender selling a participation to the Trust together with any other persons interpositioned between such lender and the Trust
with respect to such participation.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>


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<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#8220;Moody&#8217;s
Industry Classification&#8221; means, for the purposes of determining Moody&#8217;s Eligible Assets, each of the following industry classifications
(or such other classifications as Moody&#8217;s may from time to time approve for application to the Preferred Shares:</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 11pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 0"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.5in">1.</TD><TD STYLE="text-align: justify">Aerospace and Defense: Major Contractor, Subsystems, Research, Aircraft Manufacturing, Arms, Ammunition</TD></TR></TABLE>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 11pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 0"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.5in">2.</TD><TD STYLE="text-align: justify">Automobile: Automobile Equipment, Auto-Manufacturing, Auto Parts Manufacturing, Personal Use Trailers,
Motor Homes, Dealers</TD></TR></TABLE>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0 0 0 1in; text-align: justify; text-indent: -0.5in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 11pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 0"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.5in">3.</TD><TD STYLE="text-align: justify">Banking: Bank Holding, Savings and Loans, Consumer Credit, Small Loan, Agency, Factoring, Receivables</TD></TR></TABLE>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0 0 0 1in; text-align: justify; text-indent: -0.5in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 11pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 0"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.5in">4.</TD><TD STYLE="text-align: justify">Beverage, Food and Tobacco: Beer and Ale, Distillers, Wines and Liquors, Distributors, Soft Drink Syrup,
Bottlers, Bakery, Mill Sugar, Canned Foods, Corn Refiners, Dairy Products, Meat Products, Poultry Products, Snacks, Packaged Foods, Distributors,
Candy, Gum, Seafood, Frozen Food, Cigarettes, Cigars, Leaf/Snuff, Vegetable Oil</TD></TR></TABLE>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0 0 0 1in; text-align: justify; text-indent: -0.5in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 11pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 0"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.5in">5.</TD><TD STYLE="text-align: justify">Buildings and Real Estate: Brick, Cement, Climate Controls, Contracting, Engineering, Construction, Hardware,
Forest Products (building-related only), Plumbing, Roofing, Wallboard, Real Estate, Real Estate Development, REITs, Land Development</TD></TR></TABLE>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0 0 0 1in; text-align: justify; text-indent: -0.5in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 11pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 0"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.5in">6.</TD><TD STYLE="text-align: justify">Chemicals, Plastics and Rubber: Chemicals (non-agriculture), Industrial Gases, Sulphur, Plastics, Plastic
Products, Abrasives, Coatings, Paints, Varnish, Fabricating</TD></TR></TABLE>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0 0 0 1in; text-align: justify; text-indent: -0.5in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 11pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 0"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.5in">7.</TD><TD STYLE="text-align: justify">Containers, Packaging and Glass: Glass, Fiberglass, Containers made of: Glass, Metal, Paper, Plastic,
Wood or Fiberglass</TD></TR></TABLE>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0 0 0 1in; text-align: justify; text-indent: -0.5in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 11pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 0"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.5in">8.</TD><TD STYLE="text-align: justify">Personal and Non-Durable Consumer Products (Manufacturing Only): Soaps, Perfumes, Cosmetics, Toiletries,
Cleaning Supplies, School Supplies</TD></TR></TABLE>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0 0 0 1in; text-align: justify; text-indent: -0.5in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 11pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 0"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.5in">9.</TD><TD STYLE="text-align: justify">Diversified/Conglomerate Manufacturing</TD></TR></TABLE>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0 0 0 1in; text-align: justify; text-indent: -0.5in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 11pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 0"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.5in">10.</TD><TD STYLE="text-align: justify">Diversified/Conglomerate Service</TD></TR></TABLE>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0 0 0 1in; text-align: justify; text-indent: -0.5in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 11pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 0"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.5in">11.</TD><TD STYLE="text-align: justify">Diversified Natural Resources, Precious Metals and Minerals: Fabricating, Distribution, Mining and Sales</TD></TR></TABLE>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0 0 0 1in; text-align: justify; text-indent: -0.5in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 11pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 0"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.5in">12.</TD><TD STYLE="text-align: justify">Ecological: Pollution Control, Waste Removal, Waste Treatment and Waste Disposal</TD></TR></TABLE>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0 0 0 1in; text-align: justify; text-indent: -0.5in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 11pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 0"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.5in">13.</TD><TD STYLE="text-align: justify">Electronics: Computer Hardware, Electric Equipment, Components, Controllers, Motors, Household Appliances,
Information Service Communicating Systems, Radios, TVs, Tape Machines, Speakers, Printers, Drivers, Technology</TD></TR></TABLE>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0 0 0 1in; text-align: justify; text-indent: -0.5in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 11pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 0"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.5in">14.</TD><TD STYLE="text-align: justify">Finance: Investment Brokerage, Leasing, Syndication, Securities</TD></TR></TABLE>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0 0 0 1in; text-align: justify; text-indent: -0.5in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 11pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 0"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.5in">15.</TD><TD STYLE="text-align: justify">Farming and Agriculture: Livestock, Grains, Produce, Agriculture Chemicals, Agricultural Equipment, Fertilizers</TD></TR></TABLE>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0 0 0 1in; text-align: justify; text-indent: -0.5in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 11pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 0"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.5in">16.</TD><TD STYLE="text-align: justify">Grocery: Grocery Stores, Convenience Food Stores</TD></TR></TABLE>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0 0 0 1in; text-align: justify; text-indent: -0.5in">&nbsp;</P>


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    <DIV STYLE="break-before: page; margin-top: 6pt"><TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%"><TR><TD STYLE="text-align: center; width: 100%">&nbsp;</TD></TR></TABLE></DIV>
    <!-- Field: /Page -->

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 11pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 0"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.5in">17.</TD><TD STYLE="text-align: justify">Healthcare, Education and Childcare: Ethical Drugs, Proprietary Drugs, Research, Health Care Centers,
Nursing Homes, HMOs, Hospitals, Hospital Supplies, Medical Equipment</TD></TR></TABLE>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0 0 0 1in; text-align: justify; text-indent: -0.5in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 11pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 0"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.5in">18.</TD><TD STYLE="text-align: justify">Home and Office Furnishings, Housewares, and Durable Consumer Products: Carpets, Floor Coverings, Furniture,
Cooking, Ranges</TD></TR></TABLE>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0 0 0 1in; text-align: justify; text-indent: -0.5in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 11pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 0"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.5in">19.</TD><TD STYLE="text-align: justify">Hotels, Motels, Inns and Gaming</TD></TR></TABLE>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0 0 0 1in; text-align: justify; text-indent: -0.5in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 11pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 0"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.5in">20.</TD><TD STYLE="text-align: justify">Insurance: Life, Property and Casualty, Broker, Agent, Surety</TD></TR></TABLE>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0 0 0 1in; text-align: justify; text-indent: -0.5in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 11pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 0"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.5in">21.</TD><TD STYLE="text-align: justify">Leisure, Amusement, Entertainment: Boating, Bowling, Billiards, Musical Instruments, Fishing, Photo Equipment,
Records, Tapes, Sports, Outdoor Equipment (Camping), Tourism, Resorts, Games, Toy Manufacturing</TD></TR></TABLE>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0 0 0 1in; text-align: justify; text-indent: -0.5in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 11pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 0"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.5in">22.</TD><TD STYLE="text-align: justify">Machinery (Non-Agriculture, Non-Construction, Non-Electronic): Industrial, Machine Tools, Steam Generators</TD></TR></TABLE>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0 0 0 1in; text-align: justify; text-indent: -0.5in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 11pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 0"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.5in">23.</TD><TD STYLE="text-align: justify">Mining, Steel, Iron and Non-Precious Metals: Coal, Copper, Lead, Uranium, Zinc, Aluminum, Stainless Steel,
Integrated Steel, Ore Production, Refractories, Steel Mill Machinery, Mini-Mills, Fabricating, Distribution and Sales</TD></TR></TABLE>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0 0 0 1in; text-align: justify; text-indent: -0.5in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 11pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 0"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.5in">24.</TD><TD STYLE="text-align: justify">Oil and Gas: Crude Producer, Retailer, Well Supply, Service and Drilling</TD></TR></TABLE>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0 0 0 1in; text-align: justify; text-indent: -0.5in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 11pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 0"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.5in">25.</TD><TD STYLE="text-align: justify">Personal, Food and Miscellaneous</TD></TR></TABLE>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0 0 0 1in; text-align: justify; text-indent: -0.5in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 11pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 0"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.5in">26.</TD><TD STYLE="text-align: justify">Printing and Publishing: Graphic Arts, Paper, Paper Products, Business Forms, Magazines, Books, Periodicals,
Newspapers, Textbooks</TD></TR></TABLE>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0 0 0 1in; text-align: justify; text-indent: -0.5in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 11pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 0"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.5in">27.</TD><TD STYLE="text-align: justify">Cargo Transport: Rail, Shipping, Railroads, Rail-car Builders, Ship Builders, Containers, Container Builders,
Parts, Overnight Mail, Trucking, Truck Manufacturing, Trailer Manufacturing, Air Cargo, Transport</TD></TR></TABLE>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0 0 0 1in; text-align: justify; text-indent: -0.5in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 11pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 0"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.5in">28.</TD><TD STYLE="text-align: justify">Retail Stores: Apparel, Toy, Variety, Drugs, Department, Mail Order Catalog, Showroom</TD></TR></TABLE>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0 0 0 1in; text-align: justify; text-indent: -0.5in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 11pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 0"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.5in">29.</TD><TD STYLE="text-align: justify">Telecommunications: Local, Long Distance, Independent, Telephone, Satellite, Equipment, Research, Cellular</TD></TR></TABLE>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0 0 0 1in; text-align: justify; text-indent: -0.5in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 11pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 0"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.5in">30.</TD><TD STYLE="text-align: justify">Textiles and Leather: Producer, Synthetic Fiber, Apparel Manufacturer, Leather Shoes</TD></TR></TABLE>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0 0 0 1in; text-align: justify; text-indent: -0.5in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 11pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 0"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.5in">31.</TD><TD STYLE="text-align: justify">Personal Transportation: Air, Bus, Rail, Car, Rental</TD></TR></TABLE>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">32.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Utilities:
Electric, Water, Hydro Power, Gas, Diversified</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0 0 0 1in; text-align: justify; text-indent: -0.5in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 11pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 0"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.5in">33.</TD><TD STYLE="text-align: justify">Broadcasting and Entertainment: Recording Industry, Motion Exhibition Theaters, Motion Picture Production
and Distribution, Radio, T.V., Cable Broadcasting and Broadcasting Equipment.</TD></TR></TABLE>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&#8220;1940 Act Preferred Shares
Asset Coverage&#8221; means asset coverage, as determined in accordance with Section 18(h) of the Investment Company Act, of at least
200% with respect to all outstanding senior securities of the Trust which are stock, including all Outstanding Preferred Shares (or such
other asset coverage as may in the future be specified in or under the Investment Company Act as the minimum asset</P>


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<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">coverage for senior securities which are stock of
a closed-end investment company as a condition of declaring dividends on its common shares), determined on the basis of values calculated
as of a time within 48 hours (not including Sundays or holidays) next preceding the time of such determination.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&#8220;1940 Act Preferred Shares
Asset Coverage Certificate&#8221; means the certificate required to be delivered by the Trust pursuant to Section 13(e) of Part I of these
By-laws.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&#8220;Non-Senior Loan&#8221;
means a Loan that is a hybrid loan, a subordinated loan or an unsecured loan.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&#8220;Notice of Redemption&#8221;
means any notice with respect to the redemption of Preferred Shares pursuant to Section 3 of Part I of these By-laws.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&#8220;Order&#8221; has the meaning
set forth in Section 2(a)(ii) of Part II of these By-laws.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&#8220;Outstanding&#8221; means,
as of any date, Preferred Shares theretofore issued by the Trust except, without duplication, (i) Preferred Shares theretofore canceled,
redeemed or repurchased by the Trust, or delivered to the Auction Agent for cancellation or with respect to which the Trust has given
notice of redemption and irrevocably deposited with the Paying Agent sufficient funds to redeem such Preferred Shares and (ii) any Preferred
Shares represented by any certificate in lieu of which a new certificate has been executed and delivered by the Trust. Notwithstanding
the foregoing, (A) for purposes of voting rights (including the determination of the number of shares required to constitute a quorum),
any Preferred Shares as to which the Trust or any Affiliate shall be the Existing Holder shall be disregarded and not deemed Outstanding;
(B) in connection with any Auction, any Preferred Shares as to which the Trust or any person known to the Auction Agent to be an Affiliate
shall be the Existing Holder shall be disregarded and not deemed Outstanding; and (C) for purposes of determining the Preferred Shares
Basic Maintenance Amount, Preferred Shares held by the Trust shall be disregarded and not deemed Outstanding, but shares held by any Affiliate
shall be deemed Outstanding.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&#8220;Paying Agent&#8221; means
Bankers Trust Company unless and until another entity appointed by a resolution of the Board of Trustees enters into an agreement with
the Trust to serve as paying agent, which paying agent may be the same as the Auction Agent.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&#8220;Performing&#8221; means
that no default as to the payment of principal or interest has occurred and is continuing.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&#8220;Person&#8221; or &#8220;person&#8221;
means and includes an individual, a partnership, the Trust, a trust, a corporation, a limited liability company, an unincorporated association,
a joint venture or other entity or a government or any agency or political subdivision thereof.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&#8220;Potential Beneficial Owner,&#8221;
has the meaning set forth in Section 1 of Part II of these By-laws.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&#8220;Preferred Shares&#8221;
has the meaning set forth in the DESIGNATION of these By-laws.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&#8220;Preferred Shares Basic
Maintenance Amount&#8221; as of any Valuation Date means the dollar amount equal to the sum of</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 1in">(i)(A) the sum of the products resulting
from multiplying the number of Outstanding shares of each Series of Preferred Shares on such date by the Liquidation Preference (and redemption
premium, if any) per share of such Series; (B) the aggregate amount of dividends that will have accumulated at the Applicable Rate (whether
or not earned or declared) to and including the first Dividend Payment Date for each Outstanding Preferred Share that follows such Valuation
Date (or to the 30th day after such Valuation</P>


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<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Date, if such 30th day occurs before the first following
Dividend Payment Date); (C) the amount of anticipated Trust non-interest expenses for the 90 days subsequent to such Valuation Date; (D)
the amount of the current outstanding balances of any indebtedness which is senior to the Preferred Shares plus interest actually accrued
together with 30 days additional interest on the current outstanding balances calculated at the current rate multiplied by 1.93 and (E)
any other current liabilities payable during the 30 days subsequent to such Valuation Date, including, without limitation, any indebtedness
service to the Preferred Shares and indebtedness due within one year and any redemption premium due with respect to Preferred Shares for
which a Notice of Redemption has been given, as of such Valuation Date to the extent not reflected in any of (i)(A) through (i)(D): less</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 1in">(ii) the sum of any cash plus the
value of any Trust assets irrevocably deposited by the Trust for the payment of any (i)(B) through (i)(E) (except that if the security
matures prior to the relevant redemption payment date and is either fully guaranteed by the U.S. Government or is rated P2 by Moody&#8217;s
and A2 by S&amp;P, it will be valued at its face value).</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&#8220;Preferred Shares Basic
Maintenance Amount Test&#8221; means a test which is met if the lower of the aggregate Discounted Values of the Moody&#8217;s Eligible
Assets meets or exceeds the Preferred Shares Basic Maintenance Amount.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&#8220;Preferred Shares Basic
Maintenance Certificate&#8221; has the meaning set forth in Section 13(d) of Part I of these By-laws.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&#8220;Rate Period&#8221; means
either a Standard Rate Period or a Special Rate Period.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&#8220;Rating Agency&#8221; means
Moody&#8217;s and as long as such rating agency is then rating the Preferred Shares.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&#8220;Redemption Date&#8221;
has the meaning set forth in Section 2(c)(ii) of Part I of these By-laws.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&#8220;Redemption Default&#8221;
has the meaning set forth in Section 2(c)(ii) of Part I of these By-laws.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&#8220;Redemption Price&#8221;
has the meaning set forth in Section 3(a)(i) of Part I of these By-laws.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&#8220;Reference Rate&#8221; means,
with respect to the determination of the Default Rate, the applicable &#8220;AA&#8221; Financial Composite Commercial Paper Rate.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&#8220;Registrar&#8221; means
Bankers Trust Company unless and until another entity appointed by a resolution of the Board of Trustees enters into an agreement with
the Trust to serve as transfer agent.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&#8220;S&amp;P&#8221; means Standard
&amp; Poor&#8217;s and its successors at law.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&#8220;Securities Act&#8221; means
the Securities Act of 1933, as amended.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&#8220;Securities Depository&#8221;
means The Depository Trust Company and its successors and assigns or any successor securities depository selected by the Trust that agrees
to follow the procedures required to be followed by such securities depository in connection with the shares of each Series.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&#8220;Sell Order&#8221; has the
meaning set forth in Section 2(b) of Part II of these By-laws.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&#8220;Senior Loan&#8221; means
any secured Loan that is not subordinated by its terms to any other indebtedness of the borrower.</P>


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<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&#8220;Senior Loan Participations&#8221;
means participations by the Trust in a lender&#8217;s portion of a Senior Loan where the Trust has a contractual relationship with such
lender and not the borrower, and such lender is rated at least A-1/A-.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&#8220;Series&#8221; means any
of the series of Preferred Shares issued by the Trust.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&#8220;Series A&#8221; means the
shares of Series A of the Preferred Shares or any other shares of preferred stock hereinafter designated as shares of Series A of the
Preferred Shares.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&#8220;Series B&#8221; means the
shares of Series B of the Preferred Shares or any other shares of preferred stock hereinafter designated as shares of Series B of the
Preferred Shares.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&#8220;Short-Term Money Market
Instrument&#8221; means the following types of instruments if, on the date of purchase or other acquisition thereof by the Trust, the
remaining term to maturity thereof is not in excess of 180 days:</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 1in">(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;commercial
paper rated A-1 if such commercial paper matures in 30 days or A-1+ if such commercial paper matures in over 30 days;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 1in">(ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;demand
or time deposits in, and banker&#8217;s acceptances and certificates of deposit of (A) a depository institution or trust company incorporated
under the laws of the United States of America or any state thereof or the District of Columbia or (B) a United States branch office or
agency of a foreign depository institution (provided that such branch office or agency is subject to banking regulation under the laws
of the United States, any state thereof or the District of Columbia);</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 1in">(iii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;overnight
funds; and</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 1in">(iv)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;U.S.
Government Securities.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&#8220;Special Rate Period&#8221;
means a Dividend Period that is not a Standard Rate Period.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&#8220;Specific Redemption Provisions&#8221;
means, with respect to any Special Rate Period of more than one year, either, or any combination of (i) a period (a &#8220;Non-Call Period&#8221;)
determined by the Board of Trustees after consultation with the Broker-Dealers, during which the shares subject to such Special Rate Period
are not subject to redemption at the option of the Trust pursuant to Section 3(a)(i) and/or Section 3(a)(ii) and/or 3(a)(iii) of Part
I of these By-laws and (ii) a period (a &#8220;Premium Call Period&#8221;), consisting of a number of whole years as determined by the
Board of Trustees after consultation with the Broker-Dealers, during each year of which the shares subject to such Special Rate Period
shall be redeemable at the Trust&#8217;s option pursuant to Section 3(a)(i) and/or in connection with any mandatory redemption pursuant
to Section 3(a)(ii) and/or 3(a)(iii) at a price per share equal to the Liquidation Value plus accumulated but unpaid dividends (whether
or not earned or declared) plus a premium expressed as a percentage or percentages of the Liquidation Value or expressed as a formula
using specified variables as determined by the Board of Trustees after consultation with the Broker-Dealers.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&#8220;Standard Rate Period&#8221;
means a Dividend Period of 7 days, unless such 7th day is not a Business Day, then the number of days ending on the Business Day next
preceding such 7th day.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&#8220;Structured Notes&#8221;
means structured notes with rates of return determined by reference to the total rate of return on one or more Senior Loans referenced
in such notes, which are issued by a collaterized loan special purpose entity or similar vehicle.</P>


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<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&#8220;Submission Deadline&#8221;
means 1:00 P.M., New York City time, on any Auction Date or such other time on any Auction Date by which Broker-Dealers are required to
submit Orders to the Auction Agent as specified by the Auction Agent from time to time.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&#8220;Transfer Agent&#8221; means
Bankers Trust Company, unless and until another entity appointed by a resolution of the Board of Trustees enters into an agreement with
the Trust to serve as Transfer Agent.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&#8220;Treasury Index Rate&#8221;
means the average yield to maturity for actively traded marketable U.S. Treasury fixed interest rate securities having the same number
of 30-day periods to maturity as the length of the applicable Dividend Period, determined, to the extent necessary, by linear interpolation
based upon the yield for such securities having the next shorter and next longer number of 30-day periods to maturity treating all Dividend
Periods with a length greater than the longest maturity for such securities as having a length equal to such longest maturity, in all
cases based upon data set forth in the most recent weekly statistical release published by the Board of Governors of the Federal Reserve
System (currently in H.15 (519)); provided, however, if the most recent such statistical release shall not have been published during
the 15 days preceding the date of computation, the foregoing computations shall be based upon the average of comparable data as quoted
to the Trust by at least three recognized dealers in U.S. Government securities selected by the Trust.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&#8220;U.S. Government Securities&#8221;
means direct obligations of the United States or by its agencies or instrumentalities that are entitled to the full faith and credit of
the United States and that, other than United States Treasury Bills, provide for the periodic payment of interest and the full payment
of principal at maturity or call for redemption.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&#8220;Valuation Date&#8221; means
each Business Day of each week.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&#8220;Voting Period&#8221; has
the meaning set forth in Section 6(b) of Part I of these By-laws.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&#8220;Winning Bid Rate&#8221;
has the meaning set forth in Section 4(a)(iii) of Part II of these By-laws.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">20.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Interpretation.</B>
References to sections, subsections, clauses, sub-clauses, paragraphs and subparagraphs are to such sections, subsections, clauses, sub-clauses,
paragraphs and subparagraphs contained in this Part I or Part II hereof, as the case may be, unless specifically identified otherwise.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><B>PART II: AUCTION PROCEDURES</B></P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">1.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Certain
Definitions.</B></P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">As used in Part II of these By-laws,
the following terms shall have the following meanings, unless the context otherwise requires and all section references below are to Part
II of these By-laws except as otherwise indicated: Capitalized terms not defined in Section 1 of Part II of these By-laws shall have the
respective meanings specified in Part I of these By-laws.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&#8220;Agent Member&#8221; means
a member of or participant in the Securities Depository that will act on behalf of a Bidder.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&#8220;Available Preferred Shares&#8221;
has the meaning set forth in Section 4(a)(i) of Part II of these By-laws.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>


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<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#8220;Existing
Holder&#8221; means (a) a person who has signed a Master Purchaser&#8217;s Letter and beneficially owns those Preferred Shares listed
in that person&#8217;s name in the records of the Auction Agent or (b) the beneficial owner of those Preferred Shares which are listed
under such person&#8217;s Broker-Dealer&#8217;s name in the records of the Auction Agent, which Broker-Dealer shall have signed a Master
Purchaser&#8217;s Letter.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&#8220;Hold Order&#8221; has the
meaning set forth in Section 2(a)(ii) of Part II of these By-laws.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&#8220;Master Purchaser&#8217;s
Letter&#8221; means a letter which is required to be executed by each prospective purchaser of Preferred Shares or the Broker-Dealer through
whom such shares will be held.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&#8220;Order&#8221; has the meaning
set forth in Section 2(a)(ii) of Part II of these By-laws.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&#8220;Potential Holder,&#8221;
means (1) any Existing Holder who may be interested in acquiring additional Preferred Shares or (ii) any other person who may be interested
in acquiring Preferred Shares and who has signed a Master Purchaser&#8217;s letter or whose shares will be listed under such person&#8217;s
Broker-Dealer&#8217;s name on the records of the Auction Agent which Broker-Dealer shall have executed a Master Purchaser&#8217;s letter.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&#8220;Sell Order&#8221; has the
meaning set forth in Section 2(b) of Part II of these By-laws.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&#8220;Submitted Bid Order&#8221;
has the meaning set forth in Section 4(a) of Part II of these By-laws.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&#8220;Submitted Hold Order&#8221;
has the meaning set forth in Section 4(a) of Part II of these By-laws.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&#8220;Submitted Order&#8221;
has the meaning set forth in Section 4(a) of Part II of these By-laws.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&#8220;Submitted Sell Order&#8221;
has the meaning set forth in Section 4(a) of Part II of these By-laws.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&#8220;Sufficient Clearing Orders&#8221;
means that all Preferred Shares are the subject of Submitted Hold Orders or that the number of Preferred Shares that are the subject of
Submitted Buy Orders by Potential Holders specifying one or more rates equal to or less than the Maximum Rate exceeds or equals the sum
of (A) the number of Preferred Shares that are subject of Submitted Hold/Sell Orders by Existing Holders specifying one or more rates
higher than the Maximum Applicable Rate and (B) the number of Preferred Shares that are subject to Submitted Sell Orders.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&#8220;Winning Bid Rate&#8221;
means the lowest rate specified in the Submitted Orders which, if (A) each Submitted Hold/Sell Order from Existing Holders specifying
such lowest rate and all other Submitted Hold/Sell Orders from Existing Holders specifying lower rates were accepted and (B) each Submitted
Buy Order from Potential Holders specifying such lowest rate and all other Submitted Buy Orders from Potential Holders specifying lower
rates were accepted, would result in the Existing Holders described in clause (A) above continuing to hold an aggregate number of Preferred
Shares which, when added to the number of Preferred Shares to be purchased by the Potential Holders described in clause (B) above and
the number of Preferred Shares subject to Submitted Hold Orders, would be equal to the number of Preferred Shares.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">2.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Orders</B></P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On
or prior to the Submission Deadline on each Auction Date for shares of a series of Preferred Shares:</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 1in">(i) each Beneficial Owner of shares
of such series may submit to its Broker-Dealer by telephone or otherwise information as to:</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>


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<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 1.5in">(A)
the number of Outstanding shares, if any, of such series held by such Beneficial Owner which such Beneficial Owner desires to continue
to hold without regard to the Applicable Rate for shares of such series for the next succeeding Rate Period of such shares;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 1.5in">(B) the number of Outstanding
shares, if any, of such series held by such Beneficial Owner which such Beneficial Owner offers to sell if the Applicable Rate for shares
of such series for the next succeeding Rate Period of shares of such series shall be less than the rate per annum specified by such Beneficial
Owner; and/or</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 1.5in">(C) the number of Outstanding
shares, if any, of such series held by such Beneficial Owner which such Beneficial Owner offers to sell without regard to the Applicable
Rate for shares of such series for the next succeeding Rate Period of shares of such series; and</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 1in">(ii) each Broker-Dealer, using lists
of Potential Beneficial Owners shall in good faith for the purpose of conducting a competitive Auction in a commercially reasonable manner,
contact Potential Beneficial Owners (by telephone or otherwise), including Persons that are not Beneficial Owners, on such lists to determine
the number of shares, if any, of such series which each such Potential Beneficial Owner offers to purchase if the Applicable Rate for
shares of such series for the next succeeding Rate Period of shares of such series shall not be less than the rate per annum specified
by such Potential Beneficial Owner.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 1in">For the purposes hereof, the communication
by a Beneficial Owner or Potential Beneficial Owner to a Broker-Dealer, or by a Broker-Dealer to the Auction Agent, of information referred
to in clause (i)(A), (i)(B), (i)(C) or (ii) of this paragraph (a) is hereinafter referred to as an &#8220;Order&#8221; and collectively
as &#8220;Orders&#8221; and each Beneficial Owner and each Potential Beneficial Owner placing an Order with a Broker-Dealer, and such
Broker-Dealer placing an Order with the Auction Agent, is hereinafter referred to as a &#8220;Bidder&#8221; and collectively as &#8220;Bidders&#8221;;
an Order containing the information referred to in clause (i)(A) of this paragraph (a) is hereinafter referred to as a &#8220;Hold Order&#8221;
and collectively as &#8220;Hold Orders&#8221;; an Order containing the information referred to in clause (i)(B) or (ii) of this paragraph
(a) is hereinafter referred to as a &#8220;Bid&#8221; and collectively as &#8220;Bids&#8221;; and an Order containing the information
referred to in clause (i)(C) of this paragraph (a) is hereinafter referred to as a &#8220;Sell Order&#8221; and collectively as &#8220;Sell
Orders.&#8221;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">(b)(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A
Bid by a Beneficial Owner or an Existing Holder of shares of a series of Preferred Shares subject to an Auction on any Auction Date shall
constitute an irrevocable offer to sell:</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 1.5in">(A) the number of Outstanding
shares of such series specified in such Bid if the Applicable Rate for shares of such series determined on such Auction Date shall be
less than the rate specified therein;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 1.5in">(B) such number or a lesser number
of Outstanding shares of such series to be determined as set forth in clause (iv) of paragraph (a) of Section 5 of this Part II if the
Applicable Rate for shares of such series determined on such Auction Date shall be equal to the rate specified therein; or</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 1.5in">(C) the number of Outstanding
shares of such series specified in such Bid if the rate specified therein shall be higher than the Maximum Rate for shares of such series,
or such number or a lesser number of Outstanding shares of such series to be determined as set forth in clause (iii) of paragraph (b)
of Section 5 of this Part II if the rate specified therein shall be higher than the Maximum Rate for shares of such series and Sufficient
Clearing Bids for shares of such series do not exist.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 1in">(ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A
Sell Order by a Beneficial Owner or an Existing Holder of shares of a series of Preferred Shares subject to an Auction on any Auction
Date shall constitute an irrevocable offer to sell:</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>


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<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 1.5in">(A)
the number of Outstanding shares of such series specified in such Sell Order; or</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 1.5in">(B) such number or a lesser number
of Outstanding shares of such series as set forth in clause (iii) of paragraph (b) of Section 5 of this Part II if Sufficient Clearing
Bids for shares of such series do not exist;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">provided however, that a Broker-Dealer that is an
Existing Holder with respect to shares of a series of Preferred Shares shall not be liable to any Person for failing to sell such shares
pursuant to a Sell Order described in the proviso to paragraph (c) of Section 3 of this Part II if (1) such shares were transferred by
the Beneficial Owner thereof without compliance by such Beneficial Owner or its transferee Broker-Dealer (or other transferee person,
if permitted by the Trust) with the provisions of Section 6 of this Part II or (2) such Broker-Dealer has informed the Auction Agent pursuant
to the terms of its Broker-Dealer Agreement that, according to such Broker-Dealer&#8217;s records, such Broker-Dealer believes it is not
the Existing Holder of such shares.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 1in">(iii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A
Bid by a Potential Holder of shares of a series of Preferred Shares subject to an Auction on any Auction Date shall constitute an irrevocable
offer to purchase:</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 1.5in">(A) the number of Outstanding
shares of such series specified in such Bid if the Applicable Rate for shares of such series determined on such Auction Date shall be
higher than the rate specified therein; or</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 1.5in">(B) such number or a lesser number
of Outstanding shares of such series as set forth in clause (v) of paragraph (a) of Section 5 of this Part II if the Applicable Rate for
shares of such series determined on such Auction Date shall be equal to the rate specified therein.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;No
Order for any number of Preferred Shares other than whole shares shall be valid.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">3.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Submission
Of Orders By Broker-Dealers To Auction Agent</B></P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Each
Broker-Dealer shall submit in writing to the Auction Agent prior to the Submission Deadline on each Auction Date all Orders for Preferred
Shares of a series subject to an Auction on such Auction Date obtained by such Broker-Dealer, designating itself (unless otherwise permitted
by the Trust) as an Existing Holder in respect of shares subject to Orders submitted or deemed submitted to it by Beneficial Owners and
as a Potential Holder in respect of shares subject to Orders submitted to it by Potential Beneficial Owners, and shall specify with respect
to each Order for such shares:</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 1in">(i) the name of the Bidder placing
such Order (which shall be the Broker-Dealer unless otherwise permitted by the Trust);</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 1in">(ii) the aggregate number of shares
of such series that are the subject of such Order;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 1in">(iii) to the extent that such Bidder
is an Existing Holder of shares of such series:</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 1.5in">(A) the number of shares, if any,
of such series subject to any Hold Order of such Existing Holder;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 1.5in">(B) the number of shares, if any,
of such series subject to any Bid of such Existing Holder and the rate specified in such Bid; and</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>


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<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 1.5in">(C)
the number of shares, if any, of such series subject to any Sell Order of such Existing Holder; and</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 1in">(iv) to the extent such Bidder is
a Potential Holder of shares of such series, the rate and number of shares of such series specified in such Potential Holder&#8217;s Bid.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If
any rate specified in any Bid contains more than three figures to the right of the decimal point, the Auction Agent shall round such rate
up to the next highest one thousandth (.001) of 1%.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If
an Order or Orders covering all of the Outstanding Preferred Shares of a series held by any Existing Holder is not submitted to the Auction
Agent prior to the Submission Deadline, the Auction Agent shall deem a Hold Order to have been submitted by or on behalf of such Existing
Holder covering the number of Outstanding shares of such series held by such Existing Holder and not subject to Orders submitted to the
Auction Agent; provided, however, that if an Order or Orders covering all of the Outstanding shares of such series held by any Existing
Holder is not submitted to the Auction Agent prior to the Submission Deadline for an Auction relating to a Special Rate Period consisting
of more than 7 Rate Period days, the Auction Agent shall deem a Sell Order to have been submitted by or on behalf of such Existing Holder
covering the number of outstanding shares of such series held by such Existing Holder and not subject to Orders submitted to the Auction
Agent.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If
one or more Orders of an Existing Holder is submitted to the Auction Agent covering in the aggregate more than the number of Outstanding
Preferred Shares of a series subject to an Auction held by such Existing Holder, such Orders shall be considered valid in the following
order of priority:</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 1in">(i) all Hold Orders for shares of
such series shall be considered valid, but only up to and including in the aggregate the number of Outstanding shares of such series held
by such Existing Holder, and if the number of shares of such series subject to such Hold Orders exceeds the number of Outstanding shares
of such series held by such Existing Holder, the number of shares subject to each such Hold Order shall be reduced pro rata to cover the
number of Outstanding shares of such series held by such Existing Holder;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 1in">(ii)(A) any Bid for shares of such
series shall be considered valid up to and including the excess of the number of Outstanding shares of such series held by such Existing
Holder over the number of shares of such series subject to any Hold Orders referred to in clause (i) above;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 1in">(B) subject to subclause (A), if
more than one Bid of an Existing Holder for shares of such series is submitted to the Auction Agent with the same rate and the number
of Outstanding shares of such series subject to such Bids is greater than such excess, such Bids shall be considered valid up to and including
the amount of such excess, and the number of shares of such series subject to each Bid with the same rate shall be reduced pro rata to
cover the number of shares of such series equal to such excess;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 1in">(C) subject to subclauses (A) and
(B), if more than one Bid of an Existing Holder for shares of such series is submitted to the Auction Agent with different rates, such
Bids shall be considered valid in the ascending order of their respective rates up to and including the amount of such excess; and</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 1in">(D) in any such event, the number,
if any, of such Outstanding shares of such series subject to any portion of Bids considered not valid in whole or in part under this clause
(ii) shall be treated as the subject of a Bid for shares of such series by or on behalf of a Potential Holder at the rate therein specified;
and</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 1in">(iii) all Sell Orders for shares
of such series shall be considered valid up to and including the excess of the number of Outstanding shares of such series held by such
Existing Holder over the sum of shares of such series subject to valid Hold Orders referred to in clause (i) above and valid Bids referred
to in clause (ii) above.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

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<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify"></P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">(e)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If
more than one Bid for one or more shares of a series of Preferred Shares is submitted to the Auction Agent by or on behalf of any Potential
Holder, each such Bid submitted shall be a separate Bid with the rate and number of shares therein specified.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">(f)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Any
Order submitted by a Beneficial Owner or a Potential Beneficial Owner to its Broker-Dealer, or by a Broker-Dealer to the Auction Agent,
prior to the Submission Deadline on any Auction Date, shall be irrevocable.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in"><B>4.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Determination
Of Sufficient Clearing Bids, Winning Bid Rate And &amp; Applicable Rate</B></P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not
earlier than the Submission Deadline on each Auction Date for shares of a series of Preferred Shares, the Auction Agent shall assemble
all valid Orders submitted or deemed submitted to it by the Broker-Dealers in respect of shares of such series (each such Order as submitted
or deemed submitted by a Broker-Dealer being hereinafter referred to individually as a &#8220;Submitted Hold Order,&#8221; a &#8220;Submitted
Bid&#8221; or a &#8220;Submitted Sell Order,&#8221; as the case may be, or as a &#8220;Submitted Order&#8221; and collectively as &#8220;Submitted
Hold Orders,&#8221; &#8220;Submitted Bids&#8221; or &#8220;Submitted Sell Orders,&#8221; as the case may be, or as &#8220;Submitted Orders&#8221;)
and shall determine for such series:</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 1in">(i) the excess of the number of
Outstanding shares of such series over the number of Outstanding shares of such series subject to Submitted Hold Orders (such excess being
hereinafter referred to as the &#8220;Available Preferred Shares&#8221; of such series);</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 1in">(ii) from the Submitted Orders for
shares of such series whether:</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 1.5in">(A) the number of Outstanding
shares of such series subject to Submitted Bids of Potential Holders specifying one or more rates equal to or lower than the Maximum Rate
(for all Rate Periods) for shares of such series; exceeds or is equal to the sum of</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 1.5in">(B) the number of Outstanding
shares of such series subject to Submitted Bids of Existing Holders specifying one or more rates higher than the Maximum Rate (for all
Rate Periods) for shares of such series; and</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 1.5in">(C) the number of Outstanding
shares of such series subject to Submitted Sell Orders (in the event such excess or such equality exists (other than because the number
of shares of such series in subclauses (B) and (C) above is zero because all of the Outstanding shares of such series are subject to Submitted
Hold Orders), such Submitted Bids in subclause (A) above being hereinafter referred to collectively as &#8220;Sufficient Clearing Bids&#8221;
for shares of such series); and</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 1in">(iii) if Sufficient Clearing Bids
for shares of such series exist, the lowest rate specified in such Submitted Bids (the &#8220;Winning Bid Rate&#8221; for shares of such
series) which if: (A) (I) each such Submitted Bid of Existing Holders specifying such lowest rate and (II) all other such Submitted Bids
of Existing Holders specifying lower rates were rejected, thus entitling such Existing Holders to continue to hold the shares of such
series that are subject to such Submitted Bids; and</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 1.5in">(B) (I) each such Submitted Bid
of Potential Holders specifying such lowest rate and (II) all other such Submitted Bids of Potential Holders specifying lower rates were
accepted; would result in such Existing Holders described in subclause (A) above continuing to hold an aggregate number of Outstanding
shares of such series which, when added to the number of Outstanding shares of such series to be purchased by such Potential Holders
described in subclause (B) above, would equal not less than the Available Preferred Shares of such series.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

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<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify"></P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Promptly
after the Auction Agent has made the determinations pursuant to paragraph (a) of this Section 4, the Auction Agent shall advise the Trust
of the Maximum Rate for shares of the series of Preferred Shares for which an Auction is being held on the Auction Date and, based on
such determination, the Applicable Rate for shares of such series for the next succeeding Rate Period thereof as follows:</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 1in">(i) if Sufficient Clearing Bids
for shares of such series exist, that the Applicable Rate for all shares of such series for the next succeeding Rate Period thereof shall
be equal to the Winning Bid Rate for shares of such series so determined;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 1in">(ii) if Sufficient Clearing Bids
for shares of such series do not exist (other than because all of the Outstanding shares of such series are subject to Submitted Hold
Orders), that the Applicable Rate for all shares of such series for the next succeeding Rate Period thereof shall be equal to the Maximum
Rate for shares of such series; or</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 1in">(iii) if all of the Outstanding
shares of such series are subject to Submitted Hold Orders, that the Applicable Rate for all shares of such series for the next succeeding
Rate Period thereof shall be All Hold Rate.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in"><B>5.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Acceptance
And Rejection Of Submitted Bids And Submitted Sell Orders And Allocation</B></P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">Existing Holders shall continue
to hold the Preferred Shares that are subject to Submitted Hold Orders, and, based on the determinations made pursuant to paragraph (a)
of Section 4 of this Part II, the Submitted Bids and Submitted Sell Orders shall be accepted or rejected by the Auction Agent and the
Auction Agent shall take such other action as set forth below:</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If
Sufficient Clearing Bids for shares of a series of Preferred Shares have been made, all Submitted Sell Orders with respect to shares of
such series shall be accepted and, subject to the provisions of paragraphs (d) and (e) of this Section 5, Submitted Bids with respect
to shares of such series shall be accepted or rejected as follows in the following order of priority and all other Submitted Bids with
respect to shares of such series shall be rejected:</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 1in">(i) Existing Holders&#8217; Submitted
Bids for shares of such series specifying any rate that is higher than the Winning Bid Rate for shares of such series shall be accepted,
thus requiring each such Existing Holder to sell the Preferred Shares subject to such Submitted Bids;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 1in">(ii) Existing Holders&#8217; Submitted
Bids for shares of such series specifying any rate that is lower than the Winning Bid Rate for shares of such series shall be rejected,
thus entitling each such Existing Holder to continue to hold the Preferred Shares subject to such Submitted Bids;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 1in">(iii) Potential Holders&#8217; Submitted
Bids for shares of such series specifying any rate that is lower than the Winning Bid Rate for shares of such series shall be accepted;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 1in">(iv) each Existing Holder&#8217;s
Submitted Bid for shares of such series specifying a rate that is equal to the Winning Bid Rate for shares of such series shall be rejected,
thus entitling such Existing Holder to continue to hold the Preferred Shares subject to such Submitted Bid, unless the number of Outstanding
Preferred Shares subject to all such Submitted Bids shall be greater than the number of Preferred Shares (&#8220;remaining shares&#8221;)
in the excess of the Available Preferred Shares of such series over the number of</P>


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<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Preferred Shares subject to Submitted Bids described
in clauses (ii) and (iii) of this paragraph (a), in which event such Submitted Bid of such Existing Holder shall be rejected in part,
and such Existing Holder shall be entitled to continue to hold Preferred Shares subject to such Submitted Bid, but only in an amount equal
to the Preferred Shares of such series obtained by multiplying the number of remaining shares by a fraction, the numerator of which shall
be the number of Outstanding Preferred Shares held by such Existing Holder subject to such Submitted Bid and the denominator of which
shall be the aggregate number of Outstanding Preferred Shares subject to such Submitted Bids made by all such Existing Holders that specified
a rate equal to the Winning Bid Rate for shares of such series; and</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 1in">(v) each Potential Holder&#8217;s
Submitted Bid for shares of such series specifying a rate that is equal to the Winning Bid Rate for shares of such series shall be accepted
but only in an amount equal to the number of shares of such series obtained by multiplying the number of shares in the excess of the Available
Preferred Shares of such series over the number of Preferred Shares subject to Submitted Bids described in clauses (ii) through (iv) of
this paragraph (a) by a fraction, the numerator of which shall be the number of Outstanding Preferred Shares subject to such Submitted
Bid and the denominator of which shall be the aggregate number of Outstanding Preferred Shares subject to such Submitted Bids made by
all such Potential Holders that specified a rate equal to the Winning Bid Rate for shares of such series.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If
Sufficient Clearing Bids for shares of a series of Preferred Shares have not been made (other than because all of the Outstanding shares
of such series are subject to Submitted Hold Orders), subject to the provisions of paragraph (d) of this Section 5, Submitted Orders for
shares of such series shall be accepted or rejected as follows in the following order of priority and all other Submitted Bids for shares
of such series shall be rejected:</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 1in">(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Existing
Holders&#8217; Submitted Bids for shares of such series specifying any rate that is equal to or lower than the Maximum Rate for shares
of such series shall be rejected, thus entitling such Existing Holders to continue to hold the Preferred Shares subject to such Submitted
Bids;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 1in">(ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Potential
Holders&#8217; Submitted Bids for shares of such series specifying any rate that is equal to or lower than the Maximum Rate for shares
of such series shall be accepted; and</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 1in">(iii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Each
Existing Holder&#8217;s Submitted Bid for shares of such series specifying any rate that is higher than the Maximum Rate for shares of
such series and the Submitted Sell Orders for shares of such series of each Existing Holder shall be accepted, thus entitling each Existing
Holder that submitted or on whose behalf was submitted any such Submitted Bid or Submitted Sell Order to sell the shares of such series
subject to such Submitted Bid or Submitted Sell Order, but in both cases only in an amount equal to the number of shares of such series
obtained by multiplying the number of shares of such series subject to Submitted Bids described in clause (ii) of this paragraph (b) by
a fraction, the numerator of which shall be the number of Outstanding shares of such series held by such Existing Holder subject to such
Submitted Bid or Submitted Sell Order and the denominator of which shall be the aggregate number of Outstanding shares of such series
subject to all such Submitted Bids and Submitted Sell Orders.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If
all of the Outstanding shares of a series of Preferred Shares are subject to Submitted Hold Orders, all Submitted Bids for shares of such
series shall be rejected.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If,
as a result of the procedures described in clause (iv) or (v) of paragraph (a) or clause (iii) of paragraph (b) of this Section 5, any
Existing Holder would be entitled or required to sell, or any Potential Holder would be entitled or required to purchase, a fraction
of a share of a series of Preferred Shares on any Auction Date, the Auction Agent shall, in such manner as it shall determine in its
sole discretion, round up or down the number of Preferred Shares of such series to be purchased or sold by any Existing Holder or Potential
Holder on such Auction Date as a result of such procedures so that the number of shares so purchased or sold by each Existing Holder
or Potential Holder on such Auction Date shall be whole shares of a series of Preferred Shares.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

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<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify"></P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">(e)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If,
as a result of the procedures described in clause (v) of paragraph (a) of this Section 5 any Potential Holder would be entitled or required
to purchase less than a whole share of a series of Preferred Shares on any Auction Date, the Auction Agent shall, in such manner as it
shall determine in its sole discretion, allocate Preferred Shares of such series for purchase among Potential Holders so that only whole
shares of Preferred Shares of such series are purchased on such Auction Date as a result of such procedures by any Potential Holder, even
if such allocation results in one or more Potential Holders not purchasing Preferred Shares of such series on such Auction Date.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">(f)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Based
on the results of each Auction for shares of a series of Preferred Shares, the Auction Agent shall determine the aggregate number of shares
of such series to be purchased and the aggregate number of shares of such series to be sold by Potential Holders and Existing Holders
and, with respect to each Potential Holder and Existing Holder, to the extent that such aggregate number of shares to be purchased and
such aggregate number of shares to be sold differ, determine to which other Potential Holder(s) or Existing Holder(s) they shall deliver,
or from which other Potential Holder(s) or Existing Holder(s) they shall receive, as the case may be, Preferred Shares of such series.
Notwithstanding any provision of the Auction Procedures or the Settlement Procedures to the contrary, in the event an Existing Holder
or Beneficial Owner of shares of a series of Preferred Shares with respect to whom a Broker-Dealer submitted a Bid to the Auction Agent
for such shares that was accepted in whole or in part, or submitted or is deemed to have submitted a Sell Order for such shares that was
accepted in whole or in part, fails to instruct its Agent Member to deliver such shares against payment therefore, partial deliveries
of Preferred Shares that have been made in respect of Potential Holders&#8217; or Potential Beneficial Owners&#8217; Submitted Bids for
shares of such series that have been accepted in whole or in part shall constitute good delivery to such Potential Holders and Potential
Beneficial Owners.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">(g)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Neither
the Trust nor the Auction Agent nor any affiliate of either shall have any responsibility or liability with respect to the failure of
an Existing Holder, a Potential Holder, a Beneficial Owner, a Potential Beneficial Owner or its respective Agent Member to deliver Preferred
Shares of any series or to pay for Preferred Shares of any series sold or purchased pursuant to the Auction Procedures or otherwise.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in"><B>6.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Transfer
of Preferred Shares</B></P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">Unless otherwise permitted by
the Trust, a Beneficial Owner or an Existing Holder may sell, transfer or otherwise dispose of Preferred Shares only in whole shares and
only pursuant to a Bid or Sell Order placed with the Auction Agent in accordance with the procedures described in this Part II or to a
Broker-Dealer; provided, however, that (a) a sale, transfer or other disposition of Preferred Shares from a customer of a Broker-Dealer
who is listed on the records of that Broker-Dealer as the holder of such shares to that Broker-Dealer or another customer of that Broker-Dealer
shall not be deemed to be a sale, transfer or other disposition for purposes of this Section 6 if such Broker-Dealer remains the Existing
Holder of the shares so sold, transferred or disposed of immediately after such sale, transfer or disposition and (b) in the case of all
transfers other than pursuant to Auctions, the Broker-Dealer (or other Person, if permitted by the Trust) to whom such transfer is made
shall advise the Auction Agent of such transfer.</P>


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<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: right"><B>EXHIBIT A</B></P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: center"><B>APPROVED BROKER-DEALERS</B></P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">UBS Warburg LLC</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Salomon Smith Barney</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">A.G. Edwards &amp; Sons, Inc.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Prudential Securities Incorporated</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

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<DOCUMENT>
<TYPE>EX-99.(G)(1)
<SEQUENCE>3
<FILENAME>exhibitg1_ex-99zg1.htm
<DESCRIPTION>INVESTMENT ADVISORY AGREEMENT DATED MAY 12, 2021
<TEXT>
<HTML>
<HEAD>
<TITLE></TITLE>
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<BODY>


<P STYLE="font: 11pt/107% Arial, Helvetica, Sans-Serif; margin: 0 0 8pt; text-align: right"><B>EXHIBIT (g)(1)</B></P>

<P STYLE="font: 11pt/107% Arial, Helvetica, Sans-Serif; margin: 0 0 8pt; text-align: center">EATON VANCE SENIOR INCOME TRUST</P>

<P STYLE="font: 11pt/107% Arial, Helvetica, Sans-Serif; margin: 0 0 8pt; text-align: center">&nbsp;</P>

<P STYLE="font: 11pt/107% Arial, Helvetica, Sans-Serif; margin: 0 0 8pt; text-align: center">INVESTMENT ADVISORY AGREEMENT</P>

<P STYLE="font: 11pt/107% Arial, Helvetica, Sans-Serif; margin: 0 0 8pt; text-align: center">&nbsp;</P>

<P STYLE="font: 11pt/107% Arial, Helvetica, Sans-Serif; margin: 0 0 8pt; text-indent: 0.5in"><FONT STYLE="letter-spacing: -0.1pt">AGREEMENT
made as of this 24<SUP>th</SUP> day of June, 2021, between Eaton Vance Senior Income Trust, a Massachusetts business trust (the &ldquo;Trust&rdquo;),
and Eaton Vance Management, a Massachusetts business trust (the &ldquo;Adviser&rdquo;).</FONT></P>

<P STYLE="font: 11pt/107% Arial, Helvetica, Sans-Serif; margin: 0 0 8pt"><FONT STYLE="letter-spacing: -0.1pt">&nbsp;</FONT></P>

<P STYLE="text-align: justify; font: 11pt/107% Arial, Helvetica, Sans-Serif; margin: 0 0 8pt; text-indent: 0.5in"><FONT STYLE="letter-spacing: -0.1pt">1.<I>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Duties
of the Adviser</I>. The Trust hereby employs the Adviser to act as investment adviser for and to manage the investment and reinvestment
of the assets of the Trust and to administer its investment affairs, subject to the supervision of the Trustees of the Trust, for the
period and on the terms set forth in this Agreement.</FONT></P>

<P STYLE="font: 11pt/107% Arial, Helvetica, Sans-Serif; margin: 0 0 8pt"><FONT STYLE="letter-spacing: -0.1pt">&nbsp;</FONT></P>

<P STYLE="font: 11pt/107% Arial, Helvetica, Sans-Serif; margin: 0 0 8pt; text-align: justify; text-indent: 0.5in"><FONT STYLE="letter-spacing: -0.1pt">(a)
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Adviser hereby accepts such employment, and undertakes to afford to the Trust the advice
and assistance of the Adviser&rsquo;s organization in the choice of investments and in the purchase and sale of securities for the Trust
and to furnish for the use of the Trust office space and all necessary office facilities, equipment and personnel for servicing the investments
of the Trust and for administering its investment affairs and to pay the salaries and fees of all officers and Trustees of the Trust who
are members of the Adviser&rsquo;s organization and all personnel of the Adviser performing services relating to research and investment
activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly
provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust.</FONT></P>

<P STYLE="font: 11pt/107% Arial, Helvetica, Sans-Serif; margin: 0 0 8pt"><FONT STYLE="letter-spacing: -0.1pt">&nbsp;</FONT></P>

<P STYLE="font: 11pt/107% Arial, Helvetica, Sans-Serif; margin: 0 0 8pt; text-align: justify; text-indent: 0.5in"><FONT STYLE="letter-spacing: -0.1pt">(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Adviser shall provide the Trust with such investment management and supervision as the Trust may from time to time consider necessary
for the proper supervision of the Trust&rsquo;s investments. As investment adviser to the Trust, the Adviser shall furnish continuously
an investment program and shall determine from time to time what securities and other investments shall be acquired, disposed of or exchanged
and what portion of the Trust&rsquo;s assets shall be held uninvested, subject always to the applicable restrictions of the Declaration
of Trust, By-Laws and registration statement of the Trust under the Investment Company Act of 1940, as amended (the &ldquo;1940 Act&rdquo;).
The Adviser is authorized, in its discretion and without prior consultation with the Trust, to buy, sell, and otherwise trade in any and
all types of securities, commodities, derivatives and investment instruments on behalf of the Trust. Should the Trustees of the Trust
at any time, however, make any specific determination as to investment policy for the Trust and notify the Adviser thereof in writing,
the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such
determination has been revoked. The Adviser shall take, on behalf of the Trust, all actions that it deems necessary or desirable to implement
the investment policies of the Trust.</FONT></P>

<P STYLE="font: 11pt/107% Arial, Helvetica, Sans-Serif; margin: 0 0 8pt"><FONT STYLE="letter-spacing: -0.1pt">&nbsp;</FONT></P>

<P STYLE="font: 11pt/107% Arial, Helvetica, Sans-Serif; margin: 0; letter-spacing: -0.1pt; text-align: justify; text-indent: 0.5in"></P>

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<P STYLE="font: 11pt/107% Arial, Helvetica, Sans-Serif; margin: 0; letter-spacing: -0.1pt; text-align: justify; text-indent: 0.5in">(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Adviser shall place all orders for the purchase or sale of portfolio investments for the account of the Trust either directly with the
issuer or with brokers, dealers, futures commission merchants, or other market participants selected by the Adviser, and, to that end,
the Adviser is authorized, as the agent of the Trust, to give instructions to the custodian of the Trust as to deliveries of investments
and payments of cash for the account of the Trust. In connection with the selection of such brokers, dealers, futures commission merchants,
or other market participants and the placing of such orders, the Adviser shall use its best efforts to seek to execute security transactions
at prices that are advantageous to the Trust and (when a disclosed commission is being charged) at commission rates that are reasonable
in relation to the benefits received. Subject to the policies and procedures adopted by the Board of Trustees of the Trust, i<FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">n
selecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage
and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Adviser and the Adviser
is expressly authorized to cause the Trust to pay any broker or dealer who provides such brokerage and research services a commission
for executing a security transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting
that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the
brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall
responsibilities which the Adviser and its affiliates have with respect to the Trust and to other accounts over which they exercise investment
discretion.&nbsp;</FONT></P>

<P STYLE="font: 11pt/107% Arial, Helvetica, Sans-Serif; margin: 0 0 8pt"><FONT STYLE="letter-spacing: -0.1pt">&nbsp;</FONT></P>

<P STYLE="text-align: justify; font: 11pt/107% Arial, Helvetica, Sans-Serif; margin: 0 0 8pt; text-indent: 0.5in"><FONT STYLE="letter-spacing: -0.1pt">(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Notwithstanding
the foregoing, the Adviser shall not be deemed to have assumed any duties with respect to, and shall not be responsible for, the distribution
of shares of the Trust, nor shall the Adviser be deemed to have assumed or have any responsibility with respect to functions specifically
assumed by any transfer agent, administration, custodian or shareholder servicing agent of the Trust.</FONT></P>

<P STYLE="font: 11pt/107% Arial, Helvetica, Sans-Serif; margin: 0 0 8pt; text-indent: 0.5in"><FONT STYLE="letter-spacing: -0.1pt">&nbsp;</FONT></P>

<P STYLE="text-align: justify; font: 11pt/107% Arial, Helvetica, Sans-Serif; margin: 0 0 8pt; text-indent: 0.5in"><FONT STYLE="letter-spacing: -0.1pt">2.<I>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Compensation
of the Adviser</I>. For the services, payments and facilities to be furnished hereunder by the Adviser, the Adviser shall be entitled
to receive from the Trust the compensation described on Appendix A hereto</FONT>.</P>

<P STYLE="font: 11pt/107% Calibri, Helvetica, Sans-Serif; margin: 0 0 8pt; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/107% Arial, Helvetica, Sans-Serif; margin: 0 0 8pt; text-align: justify; text-indent: 0.5in">3.<I>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Allocation
of Charges and Expenses</I>. The Adviser shall pay the entire salaries and fees of all of the Trust&rsquo;s Trustees and officers employed
by the Adviser and who devote part or all of their time to the affairs of the Adviser, and the salaries and fees of such persons shall
not be deemed to be expenses incurred by the Trust for purposes of this Section 3. Except as provided in the foregoing sentence, it is
understood that the <FONT STYLE="letter-spacing: -0.1pt">Trust </FONT>will pay all expenses other than those expressly stated to be payable
by the Adviser hereunder, which expenses payable by the <FONT STYLE="letter-spacing: -0.1pt">Trust shall include, without implied limitation
(i) expenses of maintaining the Trust and continuing its existence</FONT>; (ii) registration of the Trust under the 1940 Act; (iii) commissions,
spreads, fees and other expenses connected with the acquisition, holding and disposition of securities and other investments; (iv) auditing,
accounting and legal expenses; (v) taxes and interest; (vi) governmental fees, <FONT STYLE="letter-spacing: -0.1pt">(vii) expenses of
listing shares of the Trust with a stock exchange, and expenses of </FONT>issue, sale, <FONT STYLE="letter-spacing: -0.1pt">repurchase
</FONT>and redemption <FONT STYLE="letter-spacing: -0.1pt">(if any) of shares of the Trust, including expenses of conducting tender offers
for the purpose of repurchasing Trust shares;</FONT> (viii) fees and expenses of registering, qualifying, and maintaining the Trust <FONT STYLE="letter-spacing: -0.1pt">and
its shares under applicable federal and state securities laws and of preparing and filing registration statements, </FONT>other offering
statements or memoranda, and other reports, forms, and documents required to be filed by the Trust with the Securities and Exchange Commission
(the &ldquo;SEC&rdquo;) and any other regulatory body,</P>


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<P STYLE="font: 11pt/107% Arial, Helvetica, Sans-Serif; margin: 0 0 8pt; text-align: justify">and for printing and distributing the
same to shareholders; (ix) expenses of reports and notices to shareholders and of meetings of shareholders and proxy solicitations therefor;
(x) expenses of reports to governmental officers and commissions; (xi) insurance expenses; (xii) association membership dues; (xiii) fees,
expenses and disbursements of custodians and subcustodians for all services to the <FONT STYLE="letter-spacing: -0.1pt">Trust </FONT>(including
without limitation safekeeping of funds, securities and other investments, keeping of books, accounts and records, and determination of
net asset values); (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, shareholder servicing agents
and registrars for all services to the <FONT STYLE="letter-spacing: -0.1pt">Trust;</FONT> (xv) expenses for servicing shareholder accounts;
(xvi) any direct charges to the Trust or shareholders approved by the Trustees of the Trust; (xvii) compensation and expenses of Trustees
of the Trust who are not members of the Adviser&rsquo;s organization; (xviii) any pricing or valuation services employed <FONT STYLE="letter-spacing: -0.1pt">by
the Trust</FONT> to value its investments including primary and comparative valuation services; (xix) any investment advisory, sub-investment
advisory, or similar management fee payable by the Trust; (xx) all expenses incurred in connection with the Trust&rsquo;s use of a line
of credit, other borrowings or leverage; and (xxi) such non-recurring items as may arise, including expenses incurred in connection with
litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees, officers and shareholders with respect thereto.</P>

<P STYLE="font: 11pt/107% Calibri, Helvetica, Sans-Serif; margin: 0 0 8pt; text-indent: 128.25pt">&nbsp;</P>

<P STYLE="font: 11pt/107% Arial, Helvetica, Sans-Serif; margin: 4pt 0 8pt; text-align: justify; text-indent: 0.5in">4.<I>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Other
Interests</I>. It is understood that Trustees and officers of the Trust and shareholders <FONT STYLE="letter-spacing: -0.1pt">of the Trust
are or may be or become interested in the Adviser as trustees, officers, employees, shareholders or </FONT>otherwise and that trustees,
officers, employees and shareholders of the Adviser are or may be or become similarly interested in the <FONT STYLE="letter-spacing: -0.1pt">Trust,
and that the Adviser may be or become interested in the Trust </FONT>as a shareholder or otherwise. It is also understood that trustees,
officers, employees and shareholders of the Adviser may be or become interested (as directors, trustees, officers, employees, shareholders
or otherwise) in other companies or entities (including, without limitation, other investment companies) that the Adviser may organize,
sponsor or acquire, or with which it may merge or consolidate, and which may include the words &ldquo;Eaton Vance&rdquo; or any combination
thereof as part of their name, and that the Adviser or its subsidiaries or affiliates may enter into advisory or management agreements
or other contracts or relationships with such other companies or entities.</P>

<P STYLE="font: 11pt/107% Arial, Helvetica, Sans-Serif; margin: 0 0 8pt">&nbsp;</P>

<P STYLE="font: 11pt/107% Arial, Helvetica, Sans-Serif; margin: 0 0 8pt; text-align: justify; text-indent: 0.5in">5.<I>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Limitation
of Liability of the Adviser</I>. In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations
or duties hereunder on the part of the Adviser, the Adviser shall not be subject to liability to the Trust or to any shareholder of the
<FONT STYLE="letter-spacing: -0.1pt">Trust </FONT>for any act or omission in the course of, or connected with, rendering services hereunder
or for any losses that may be sustained in the acquisition, holding or disposition of any security or other investment.</P>

<P STYLE="font: 11pt/107% Calibri, Helvetica, Sans-Serif; margin: 0 0 8pt; text-indent: 0.5in">&nbsp;</P>

<P STYLE="text-align: justify; font: 11pt/107% Arial, Helvetica, Sans-Serif; margin: 0 0 8pt; text-indent: 0.5in">A copy of the Declaration
of Trust of the Adviser is on file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that this Agreement
is executed on behalf of the Adviser by an officer in his or her capacity as an officer and not individually. The Trust expressly acknowledges
the provisions in the Declaration of Trust of the Adviser limiting the personal liability of the trustees, officers, and shareholders
of the Adviser, and the Trust hereby agrees that it shall have recourse to the Adviser for payment of claims or obligations as between
the Adviser and the Trust arising out of this Agreement and shall not seek satisfaction from the trustees, officers, or shareholders
of the Adviser.</P>

<P STYLE="font: 11pt/107% Arial, Helvetica, Sans-Serif; margin: 0 0 8pt">&nbsp;</P>

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<P STYLE="font: 11pt/107% Arial, Helvetica, Sans-Serif; margin: 0 0 8pt"></P>

<P STYLE="font: 11pt/107% Arial, Helvetica, Sans-Serif; margin: 0 0 8pt; text-align: justify; text-indent: 0.5in">6.<I>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Sub-Investment
Advisers</I>. The Adviser may employ one or more sub-investment advisers from time to time to perform any of the Adviser&rsquo;s duties
under this Agreement, upon such terms and conditions as may be agreed upon between the Adviser and such sub-investment adviser and approved
by the Trustees of the Trust, all as permitted by the 1940 Act. The performance of each such sub-investment adviser of its obligation
under any such agreement shall be supervised by the Adviser. Further, the Adviser may, with the approval of the Trustees of the Trust
and without the vote of any shareholders of the Trust, terminate any agreement with any sub-investment adviser and/or enter into an agreement
with one or more other sub-investment advisers, all as permitted by the 1940 Act and the rules thereunder. <FONT STYLE="letter-spacing: -0.1pt">In
the event a sub-investment adviser is employed, the Adviser retains the authority to immediately assume responsibility for any functions
delegated to a sub-investment adviser, subject to approval by the Board and notice to the sub-investment adviser. </FONT></P>

<P STYLE="font: 11pt/107% Arial, Helvetica, Sans-Serif; margin: 0 0 8pt">&nbsp;&nbsp;</P>

<P STYLE="font: 11pt/107% Arial, Helvetica, Sans-Serif; margin: 0 0 8pt; text-align: justify; text-indent: 0.5in">7.<I>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Duration
and Termination of this Agreement</I>. This Agreement shall become effective upon the date of its execution, and, unless terminated as
herein provided, shall remain in full force and effect through and including the second anniversary of the execution of this Agreement
and shall continue in full force and effect indefinitely thereafter, but only so long as such continuance after such second anniversary
is specifically approved at least annually: (i) by the Board of Trustees of the Trust or by vote of a majority of the outstanding voting
securities <FONT STYLE="letter-spacing: -0.1pt">of the Trust </FONT>and (ii) by the vote of a majority of those Trustees of the Trust
who are not interested persons of the Adviser or the Trust cast in person at a meeting called for the purpose of voting on such approval.</P>

<P STYLE="font: 11pt/107% Calibri, Helvetica, Sans-Serif; margin: 0 0 8pt; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/107% Arial, Helvetica, Sans-Serif; margin: 0 0 8pt; text-align: justify">Either party hereto may, at any time on
sixty (60) days&rsquo; prior written notice to the other, terminate this Agreement without the payment of any penalty, by action of Trustees
of the Trust or the trustees of the Adviser, as the case may be, and the Trust may, at any time upon such written notice to the Adviser,
terminate this Agreement by vote of a majority of the outstanding voting securities of <FONT STYLE="letter-spacing: -0.1pt">the Trust.
This Agreement </FONT>shall terminate automatically in the event of its assignment.</P>

<P STYLE="font: 11pt/107% Arial, Helvetica, Sans-Serif; margin: 0 0 8pt">&nbsp;</P>

<P STYLE="font: 11pt/107% Arial, Helvetica, Sans-Serif; margin: 0 0 8pt; text-indent: 0.5in">8.<I>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Amendments
of the Agreement</I>. This Agreement may be amended by a writing signed by both parties hereto, provided that no amendment to this Agreement
shall be effective until approved in a manner consistent with the requirements of the 1940 Act.</P>

<P STYLE="font: 11pt/107% Arial, Helvetica, Sans-Serif; margin: 0 0 8pt">&nbsp;</P>

<P STYLE="font: 11pt/107% Arial, Helvetica, Sans-Serif; margin: 0 0 8pt; text-align: justify; text-indent: 0.5in"></P>

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<P STYLE="font: 11pt/107% Arial, Helvetica, Sans-Serif; margin: 0 0 8pt; text-align: justify; text-indent: 0.5in"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">9.<I>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Limitation
of Liability of Trustees and Officers of the Trust</I>. </FONT>A copy of the Declaration of Trust of the Trust is on file with the Secretary
of The Commonwealth of Massachusetts, and notice is hereby given that this Agreement is executed on behalf of the Trust by an officer
in his or her capacity as an officer and not individually. <FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">The Adviser expressly
acknowledges the provisions in the Declaration of Trust of the Trust limiting the personal liability of the Trustees, officers, and shareholders
of the Trust, and the Adviser hereby agrees that it shall have recourse to the Trust for payment of claims or obligations as between
the Trust and the Adviser arising out of this Agreement and shall not seek satisfaction from the Trustees, officers, or shareholders
of the Trust or any Trustee, officer, or shareholder of the Trust.</FONT></P>

<P STYLE="font: 11pt/107% Arial, Helvetica, Sans-Serif; margin: 0 0 8pt">&nbsp;</P>

<P STYLE="font: 11pt/107% Arial, Helvetica, Sans-Serif; margin: 0 0 8pt; text-align: justify; text-indent: 0.5in">10.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Use
of the Name &ldquo;Eaton Vance&rdquo;.</I> The Adviser hereby consents to the use by <FONT STYLE="letter-spacing: -0.1pt">the Trust of
the name &ldquo;Eaton Vance&rdquo; as part of the Trust&rsquo;s name; provided, however, that such consent shall be conditioned upon the
employment of the Adviser or one of its affiliates as the investment adviser of the Trust. The name &ldquo;Eaton Vance&rdquo; or any variation
thereof may be used from time to time in other connections and for other purposes by the Adviser and its affiliates and other investment
companies that have obtained consent to the use of the name &ldquo;Eaton Vance&rdquo;. The Adviser shall have the right to require the
Trust to cease using the name &ldquo;Eaton Vance&rdquo; as part of the Trust&rsquo;s name if the Trust ceases, for any reason, to employ
the Adviser or one of its affiliates as the Trust&rsquo;s investment adviser. Future names adopted by the Trust for itself, </FONT>insofar
as such names include identifying words requiring the consent of the Adviser, shall be the property of the Adviser and shall be subject
to the same terms and conditions.</P>

<P STYLE="font: 11pt/107% Arial, Helvetica, Sans-Serif; margin: 0 0 8pt; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/107% Arial, Helvetica, Sans-Serif; margin: 0 0 8pt; text-align: justify; text-indent: 0.5in">11. &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>No
Third Party Beneficiaries.</I> Nothing in this Agreement, express or implied, is intended to or shall confer upon any person not a party
hereto any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.</P>

<P STYLE="font: 11pt/107% Arial, Helvetica, Sans-Serif; margin: 0 0 8pt">&nbsp;</P>

<P STYLE="font: 11pt/107% Arial, Helvetica, Sans-Serif; margin: 0 0 8pt; text-align: justify; text-indent: 0.5in">12.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Non-Exclusive
Services.</I> The services of the Adviser to the <FONT STYLE="letter-spacing: -0.1pt">Trust </FONT>are not to be deemed to be exclusive,
the Adviser being free to render services to others and engage in other business activities. It is understood that the Adviser and its
affiliates perform investment services, including rendering investment advice, to varied clients. It is understood that the Adviser or
any of its affiliates may give advice or take action for other accounts that may differ from, conflict with or be adverse to advice given
or taken for the Trust. It is understood that certain securities or instruments may be held in some accounts but not in others, or the
accounts may have different levels of holdings in certain securities or instruments and the accounts may remit different levels of fees
to the Adviser. In addition, it is understood that the Adviser or any of its affiliates may give advice or take action with respect to
the investments of the Trust that may not be given or taken with respect to one or more accounts with similar investment programs, objectives,
and strategies. The Trust acknowledges that the Adviser, its affiliates and their respective officers, directors, and/or employees may
from time to time have positions in or transact in securities and other investments recommended to clients, including the Trust. Such
transactions may differ from or be inconsistent with the advice given, or the timing or nature of the Adviser&rsquo;s action or actions
with respect to the Trust. The Adviser may aggregate the Trust&rsquo;s orders with orders of its proprietary accounts and/or orders of
other clients.</P>

<P STYLE="font: 11pt/107% Calibri, Helvetica, Sans-Serif; margin: 0 0 8pt; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/107% Arial, Helvetica, Sans-Serif; margin: 0 0 8pt; text-align: justify; text-indent: 0.5in"></P>

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<P STYLE="font: 11pt/107% Arial, Helvetica, Sans-Serif; margin: 0 0 8pt; text-align: justify; text-indent: 0.5in">13.<I>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Certain
Definitions</I>. The terms &ldquo;assignment&rdquo; and &ldquo;interested persons&rdquo; when used herein shall have the respective meanings
specified in the 1940 Act as now in effect or as hereafter amended subject, however, to such exemptions as may be granted by any rule,
regulation or order by the SEC. The term &ldquo;vote of a majority of the outstanding voting securities&rdquo; shall mean the vote, at
a meeting of shareholders, of the lesser of (a) 67 per centum or more of the shares of the <FONT STYLE="letter-spacing: -0.1pt">Trust
</FONT>present or represented by proxy at the meeting if the shareholders of more than 50 per centum of the outstanding shares of the
<FONT STYLE="letter-spacing: -0.1pt">Trust are </FONT>present or represented by proxy at the meeting, or (b) more than 50 per centum
of the outstanding shares of the <FONT STYLE="letter-spacing: -0.1pt">Trust</FONT>. <FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">In
addition, where the effect of a requirement of the 1940 Act reflected in any provision of this Agreement is modified or interpreted by
any applicable order or orders of the SEC, any rules or regulations adopted by, or interpretative releases of, the SEC, or any applicable
guidance issued by the staff of the SEC, such provision will be deemed to incorporate the effect of such order, rule, regulation, interpretative
release, or guidance.</FONT></P>

<P STYLE="font: 11pt/107% Arial, Helvetica, Sans-Serif; margin: 0 0 8pt">&nbsp;</P>

<P STYLE="font: 11pt/107% Arial, Helvetica, Sans-Serif; margin: 0 0 8pt; text-indent: 0.5in">14.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Miscellaneous</I>.</P>

<P STYLE="font: 11pt/107% Arial, Helvetica, Sans-Serif; margin: 0 0 8pt">&nbsp;</P>

<P STYLE="font: 11pt/107% Arial, Helvetica, Sans-Serif; margin: 0 0 8pt; text-align: justify; text-indent: 0.5in">(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If
any term or provision of this Agreement or the application thereof to any person or circumstance is held to be invalid or unenforceable
to any extent, the remainder of this Agreement or the application of such provision to other persons or circumstances shall not be affected
thereby and shall be enforced to the fullest extent permitted by law.</P>

<P STYLE="font: 11pt/107% Arial, Helvetica, Sans-Serif; margin: 0 0 8pt">&nbsp;</P>

<P STYLE="font: 11pt/107% Arial, Helvetica, Sans-Serif; margin: 0 0 8pt; text-align: justify; text-indent: 0.5in">(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This
Agreement shall be governed by and interpreted in accordance with the laws of The Commonwealth of Massachusetts.</P>

<P STYLE="font: 11pt/107% Arial, Helvetica, Sans-Serif; margin: 0 0 8pt">&nbsp;</P>

<P STYLE="font: 11pt/107% Arial, Helvetica, Sans-Serif; margin: 0 0 8pt; text-align: justify; text-indent: 0.5in">(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This
Agreement may be executed by the parties hereto in any number of counterparts, and all of said counterparts taken together shall be deemed
to constitute one and the same instrument.</P>

<P STYLE="font: 11pt/107% Arial, Helvetica, Sans-Serif; margin: 0 0 8pt">&nbsp;</P>

<P STYLE="font: 11pt/107% Arial, Helvetica, Sans-Serif; margin: 0 0 8pt; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt/107% Arial, Helvetica, Sans-Serif; margin: 0 0 8pt; text-align: center"><I>[Signature page follows]</I></P>


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<P STYLE="font: 11pt/107% Arial, Helvetica, Sans-Serif; margin: 0 0 8pt">&nbsp;</P>

<P STYLE="font: 11pt/107% Arial, Helvetica, Sans-Serif; margin: 0 0 8pt; text-indent: 0.5in">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.</P>

<P STYLE="font: 11pt/107% Arial, Helvetica, Sans-Serif; margin: 0 0 8pt">&nbsp;</P>

<P STYLE="font: 11pt/107% Arial, Helvetica, Sans-Serif; margin: 0 0 0 3in">&nbsp;</P>

<P STYLE="font: 11pt/107% Arial, Helvetica, Sans-Serif; margin: 0 0 0 3in">EATON VANCE SENIOR INCOME TRUST</P>

<P STYLE="font: 11pt/107% Arial, Helvetica, Sans-Serif; margin: 0 0 8pt"><FONT STYLE="letter-spacing: -0.1pt">&nbsp;</FONT></P>

<P STYLE="font: 11pt/107% Arial, Helvetica, Sans-Serif; margin: 0 0 8pt"><FONT STYLE="letter-spacing: -0.1pt">&nbsp;</FONT></P>

<P STYLE="font: 11pt Arial, Helvetica, Sans-Serif; margin-top: 0; margin-bottom: 6pt; text-indent: 3.5in; text-align: justify"><FONT STYLE="letter-spacing: -0.1pt">By:&#9;<U>/s/
Deidre E. Walsh</U></FONT></P>

<P STYLE="font: 11pt/107% Arial, Helvetica, Sans-Serif; margin: 0; text-indent: 3.5in"><FONT STYLE="letter-spacing: -0.1pt">Deidre E.
Walsh </FONT></P>

<P STYLE="font: 11pt/107% Arial, Helvetica, Sans-Serif; margin: 0 0 8pt; text-indent: 3.5in"><FONT STYLE="letter-spacing: -0.1pt">Vice
President and not individually</FONT></P>

<P STYLE="font: 11pt/107% Arial, Helvetica, Sans-Serif; margin: 0 0 8pt"><FONT STYLE="letter-spacing: -0.1pt">&nbsp;</FONT></P>

<P STYLE="font: 11pt/107% Arial, Helvetica, Sans-Serif; margin: 0 0 8pt"><FONT STYLE="letter-spacing: -0.1pt">&nbsp;</FONT></P>

<P STYLE="font: 11pt/107% Arial, Helvetica, Sans-Serif; margin: 0 0 8pt; text-indent: 3in"><FONT STYLE="letter-spacing: -0.1pt">EATON
VANCE MANAGEMENT</FONT></P>

<P STYLE="font: 11pt/107% Arial, Helvetica, Sans-Serif; margin: 0 0 8pt"><FONT STYLE="letter-spacing: -0.1pt">&nbsp;</FONT></P>

<P STYLE="font: 11pt/107% Arial, Helvetica, Sans-Serif; margin: 0 0 8pt"><FONT STYLE="letter-spacing: -0.1pt">&nbsp;</FONT></P>

<P STYLE="font: 11pt/107% Arial, Helvetica, Sans-Serif; text-indent: 3.5in; margin: 0 0 8pt"><FONT STYLE="letter-spacing: -0.1pt">&#9;By:&#9;<U>/s/ Maureen
A. Gemma&#9;</U></FONT></P>

<P STYLE="font: 11pt/107% Arial, Helvetica, Sans-Serif; margin: 0; text-indent: 3.5in"><FONT STYLE="letter-spacing: -0.1pt">Maureen A.
Gemma </FONT></P>

<P STYLE="font: 11pt/107% Arial, Helvetica, Sans-Serif; margin: 0 0 8pt; text-indent: 3.5in"><FONT STYLE="letter-spacing: -0.1pt">Vice
President and not individually</FONT></P>

<P STYLE="font: 11pt/107% Arial, Helvetica, Sans-Serif; margin: 0"><FONT STYLE="letter-spacing: -0.1pt">&nbsp;</FONT></P>


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<P STYLE="font: 11pt/107% Arial, Helvetica, Sans-Serif; margin: 0 0 8pt; text-align: center"><B>&nbsp;</B></P>

<P STYLE="font: 11pt/107% Arial, Helvetica, Sans-Serif; margin: 0 0 8pt; text-align: center"><B><U>APPENDIX A</U></B></P>

<P STYLE="font: 11pt/107% Arial, Helvetica, Sans-Serif; margin: 0 0 8pt; text-align: justify">&nbsp;</P>

<P STYLE="text-align: justify; font: 11pt/107% Arial, Helvetica, Sans-Serif; margin: 0 0 8pt; text-indent: 0.5in">For the services, payments and facilities
furnished by the Adviser under this Agreement, the Adviser is entitled to receive from the Trust compensation as set forth below:</P>

<P STYLE="font: 11pt/107% Calibri, Helvetica, Sans-Serif; margin: 0 0 8pt; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt/107% Arial, Helvetica, Sans-Serif; margin: 0 0 8pt; text-align: justify; text-indent: 0.5in">A fee in an amount equal
to 0.74% annually of average weekly gross assets of the Trust throughout each month, provided that such amount shall be reduced to the
following amount as of the stated date: 5/1/2021: 0.73%, 5/1/2022: 0.72%, 5/1/2023: 0.71%, 5/1/2024: 0.70%, 5/1/2025: 0.69% and 5/1/2026:
0.55%. Gross assets shall be calculated by deducting accrued liabilities of the Trust except the principal amount of any indebtedness
for money borrowed, including debt securities issued by the Trust. Accrued liabilities are expenses incurred in the normal course of operations.</P>

<P STYLE="font: 11pt/107% Arial, Helvetica, Sans-Serif; margin: 0 0 8pt; text-align: justify; text-indent: 0.5in"><B>&nbsp;</B></P>

<P STYLE="text-align: justify; font: 11pt/107% Arial, Helvetica, Sans-Serif; margin: 0 0 8pt; text-indent: 0.5in">In case of initiation or termination of the
Agreement during any month <FONT STYLE="letter-spacing: -0.1pt">with respect to the Trust</FONT>, the fee for that month shall be reduced
proportionately on the basis of the number of calendar days during which the Agreement is in effect.</P>

<P STYLE="text-align: justify; font: 11pt/107% Arial, Helvetica, Sans-Serif; margin: 0 0 8pt">&nbsp;</P>

<P STYLE="text-align: justify; font: 11pt/107% Arial, Helvetica, Sans-Serif; margin: 0 0 8pt; text-indent: 0.5in">Such compensation shall be paid monthly in
arrears. The Adviser may, from time to time, waive all or a part of the above compensation.</P>

<P STYLE="font: 11pt/107% Arial, Helvetica, Sans-Serif; margin: 0 0 8pt; text-indent: 0.5in">&nbsp;</P>

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<DOCUMENT>
<TYPE>EX-99.(K)(4)
<SEQUENCE>4
<FILENAME>exhibitk4_ex-99zk4.htm
<DESCRIPTION>ADMINISTRATIVE SERVICES AGREEMENT DATED MARCH 1, 2021
<TEXT>
<HTML>
<HEAD>
<TITLE></TITLE>
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<BODY>


<P STYLE="font: 11pt Arial, Helvetica, Sans-Serif; margin: 0; letter-spacing: -0.1pt; text-align: right"><B>EXHIBIT (k)(4)</B></P>

<P STYLE="font: 11pt Arial, Helvetica, Sans-Serif; margin: 0; letter-spacing: -0.1pt; text-align: center"><FONT STYLE="font-weight: normal; text-decoration: none">EATON
VANCE SENIOR INCOME TRUST</FONT></P>

<P STYLE="font: 11pt Arial, Helvetica, Sans-Serif; margin: 0; text-align: center"><FONT STYLE="letter-spacing: -0.1pt">&nbsp;</FONT></P>

<P STYLE="font: 11pt Arial, Helvetica, Sans-Serif; margin: 0; text-align: center"><FONT STYLE="letter-spacing: -0.1pt">ADMINISTRATIVE
SERVICES AGREEMENT</FONT></P>

<P STYLE="font: 11pt Arial, Helvetica, Sans-Serif; margin: 0"><FONT STYLE="letter-spacing: -0.1pt">&nbsp;</FONT></P>

<P STYLE="font: 11pt Arial, Helvetica, Sans-Serif; margin: 0; text-indent: 0.5in"><FONT STYLE="letter-spacing: -0.1pt">AGREEMENT made
this 1st day of March, 2021, between Eaton Vance Senior Income Trust, a Massachusetts business trust (the &#8220;Trust&#8221;), and Eaton
Vance Management, a Massachusetts business trust (&#8220;Eaton Vance&#8221;).</FONT></P>

<P STYLE="font: 11pt Arial, Helvetica, Sans-Serif; margin: 0"><FONT STYLE="letter-spacing: -0.1pt">&nbsp;</FONT></P>

<P STYLE="font: 11pt Arial, Helvetica, Sans-Serif; margin: 0; text-indent: 0.5in"><FONT STYLE="letter-spacing: -0.1pt">1. <U>Duties of
Eaton Vance</U>. The Trust hereby employs Eaton Vance to act as administrator for the Trust and to administer its affairs, subject to
the supervision of the Trustees of the Trust for the period and on the terms set forth in this Agreement.</FONT></P>

<P STYLE="font: 11pt Arial, Helvetica, Sans-Serif; margin: 0"><FONT STYLE="letter-spacing: -0.1pt">&nbsp;</FONT></P>

<P STYLE="font: 11pt Arial, Helvetica, Sans-Serif; margin: 0; text-indent: 0.5in"><FONT STYLE="letter-spacing: -0.1pt">Eaton Vance hereby
accepts such employment, and undertakes to administer the Trust&#8217;s business affairs and, in connection therewith, to furnish for
the use of the Trust office space and all necessary office facilities, equipment and personnel for administering the affairs of the Trust
and to pay the salaries and fees of all officers and Trustees of the Trust who are members of Eaton Vance&#8217;s organization, and all
personnel of Eaton Vance performing services relating to administrative activities. Eaton Vance shall for all purposes herein be deemed
to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent
the Trust in any way or otherwise be deemed an agent of the Trust.</FONT></P>

<P STYLE="font: 11pt Arial, Helvetica, Sans-Serif; margin: 0"><FONT STYLE="letter-spacing: -0.1pt">&nbsp;</FONT></P>

<P STYLE="font: 11pt Arial, Helvetica, Sans-Serif; margin: 0; text-indent: 0.5in"><FONT STYLE="letter-spacing: -0.1pt">In connection with
its responsibilities as administrator of the Trust, Eaton Vance will:</FONT></P>

<P STYLE="font: 11pt Arial, Helvetica, Sans-Serif; margin: 0"><FONT STYLE="letter-spacing: -0.1pt">&nbsp;</FONT></P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 11pt Calibri, Helvetica, Sans-Serif; margin-top: 0; margin-bottom: 6pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Symbol; letter-spacing: -0.1pt">&middot;</FONT></TD><TD><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif; letter-spacing: -0.1pt">assist in preparing all annual, semi-annual and other
reports required to be sent to Trust shareholders and/or filed with the Securities and Exchange Commission (&#8220;SEC&#8221;), and arrange
for the filing, printing, and dissemination of such reports to shareholders; </FONT></TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 11pt Calibri, Helvetica, Sans-Serif; margin-top: 0; margin-bottom: 6pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Symbol; letter-spacing: -0.1pt">&middot;</FONT></TD><TD><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif; letter-spacing: -0.1pt">review the provision of services by the Trust&#8217;s
independent public accounting firm, including, but not limited to, the preparation by such firm of audited financial statements of the
Trust and the Trust&#8217;s federal, state and local tax returns; and make such reports and recommendations to the Trustees of the Trust
concerning the performance of the independent accountants as the Trustees deem appropriate; </FONT></TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 11pt Calibri, Helvetica, Sans-Serif; margin-top: 0; margin-bottom: 6pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Symbol; letter-spacing: -0.1pt">&middot;</FONT></TD><TD><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif; letter-spacing: -0.1pt">arrange for the filing with the appropriate authorities
all required federal, state and local tax returns; </FONT></TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 11pt Calibri, Helvetica, Sans-Serif; margin-top: 0; margin-bottom: 6pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Symbol; letter-spacing: -0.1pt">&middot;</FONT></TD><TD><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif; letter-spacing: -0.1pt">arrange for the dissemination to shareholders of the
Trust&#8217;s proxy materials, and oversee the tabulation of proxies by the Trust&#8217;s transfer agent or other duly authorized proxy
tabulator; </FONT></TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 11pt Calibri, Helvetica, Sans-Serif; margin-top: 0; margin-bottom: 6pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Symbol; letter-spacing: -0.1pt">&middot;</FONT></TD><TD><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif; letter-spacing: -0.1pt">review and supervise the provision of custodian services
to the Trust; and make such reports and recommendations to the Trustees concerning the provision of such services as the Trustees deem
appropriate; </FONT></TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 11pt Calibri, Helvetica, Sans-Serif; margin-top: 0; margin-bottom: 6pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Symbol; letter-spacing: -0.1pt">&middot;</FONT></TD><TD><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif; letter-spacing: -0.1pt">oversee the valuation of all such portfolio investments
and other assets of the Trust as may be designated by the Trustees (subject to any guidelines, directions and instructions of the Trustees),
and review and supervise the calculation of the net asset value of the Trust&#8217;s shares by the custodian; </FONT></TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 11pt Calibri, Helvetica, Sans-Serif; margin-top: 0; margin-bottom: 6pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Symbol; letter-spacing: -0.1pt">&middot;</FONT></TD><TD><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif; letter-spacing: -0.1pt">negotiate the terms and conditions under which transfer
agency and dividend disbursing services will be provided to the Trust, and the fees to be paid by the Trust in connection therewith; review
and supervise the provision of transfer agency and dividend disbursing services to the Trust; and make such reports and recommendations
to the Trustees concerning the performance of the Trust&#8217;s transfer and dividend disbursing agent as the Trustees deem appropriate;
</FONT></TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 11pt Calibri, Helvetica, Sans-Serif; margin-top: 0; margin-bottom: 6pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Symbol; letter-spacing: -0.1pt">&middot;</FONT></TD><TD><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif; letter-spacing: -0.1pt">establish the accounting policies of the Trust;
                                                                                                                                      reconcile accounting issues that may arise with respect to the Trust&#8217;s operations; and consult with the Trust&#8217;s
                                                                                                                                      independent accountants, legal counsel, custodian, accounting and bookkeeping
agents and transfer and dividend disbursing agent as necessary in connection therewith;</FONT></TD></TR></TABLE>


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    <DIV STYLE="break-before: page; margin-top: 6pt"><TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%"><TR><TD STYLE="text-align: center; width: 100%">&nbsp;</TD></TR></TABLE></DIV>
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<P STYLE="font: 11pt Calibri, Helvetica, Sans-Serif; margin: 0 0 6pt 0.75in"></P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 11pt Calibri, Helvetica, Sans-Serif; margin-top: 0; margin-bottom: 6pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Symbol; letter-spacing: -0.1pt">&middot;</FONT></TD><TD><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif; letter-spacing: -0.1pt">determine the amount of all distributions (if any)
to be paid by the Trust to its shareholders; prepare and arrange for the publishing of notices to shareholders regarding such distributions
(if required) and provide the Trust&#8217;s transfer and dividend disbursing agent and custodian with such information as is required
for such parties to effect the payment of distributions and to implement the Trust&#8217;s dividend reinvestment plan; </FONT></TD></TR></TABLE>

<P STYLE="margin-top: 0; margin-bottom: 0"></P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 11pt Calibri, Helvetica, Sans-Serif; margin-top: 0; margin-bottom: 6pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Symbol; letter-spacing: -0.1pt">&middot;</FONT></TD><TD><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif; letter-spacing: -0.1pt">make recommendations to the Trustees as to whether
the Trust should make repurchase or tender offers for its own shares; arrange for the preparation and filing of all documents required
to be filed by the Trust with the SEC in connection with such repurchase or tender offers; arrange for the preparation and dissemination
of all appropriate repurchase or tender offer documents and papers on behalf of the Trust; and supervise and conduct the Trust&#8217;s
periodic repurchase or tender offers for its own shares; </FONT></TD></TR></TABLE>

<P STYLE="margin-top: 0; margin-bottom: 0"></P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 11pt Calibri, Helvetica, Sans-Serif; margin-top: 0; margin-bottom: 6pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Symbol; letter-spacing: -0.1pt">&middot;</FONT></TD><TD><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif; letter-spacing: -0.1pt">monitor any variance between the market value and
net asset value per share, and periodically report to the Trustees available actions that may conform such values; </FONT></TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 11pt Calibri, Helvetica, Sans-Serif; margin-top: 0; margin-bottom: 6pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Symbol; letter-spacing: -0.1pt">&middot;</FONT></TD><TD><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif; letter-spacing: -0.1pt">monitor the activities of any shareholder servicing
agent retained by Eaton Vance and periodically report to the Trustees about such activities; </FONT></TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 11pt Calibri, Helvetica, Sans-Serif; margin-top: 0; margin-bottom: 6pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Symbol; letter-spacing: -0.1pt">&middot;</FONT></TD><TD><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif; letter-spacing: -0.1pt">review the Trust&#8217;s bills and authorize payments
of such bills by the Trust&#8217;s custodian; </FONT></TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 11pt Calibri, Helvetica, Sans-Serif; margin-top: 0; margin-bottom: 6pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Symbol; letter-spacing: -0.1pt">&middot;</FONT></TD><TD><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif; letter-spacing: -0.1pt">oversee services provided to the Trust by external
counsel;</FONT></TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 11pt Calibri, Helvetica, Sans-Serif; margin-top: 0; margin-bottom: 6pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Symbol; letter-spacing: -0.1pt">&middot;</FONT></TD><TD><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif; letter-spacing: -0.1pt">arrange for the preparation and filing of all other
reports, forms, registration statements and documents required to be filed by the Trust with the SEC, any other applicable regulatory
body and any securities exchange where Trust shares are listed; and </FONT></TD></TR></TABLE>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 11pt Calibri, Helvetica, Sans-Serif; margin-top: 0; margin-bottom: 6pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Symbol; letter-spacing: -0.1pt">&middot;</FONT></TD><TD><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif; letter-spacing: -0.1pt">provide other internal legal, auditing, accounting
and administrative services as ordinarily required in conducting the Trust&#8217;s business affairs.</FONT></TD></TR></TABLE>

<P STYLE="font: 11pt Arial, Helvetica, Sans-Serif; margin: 0"><FONT STYLE="letter-spacing: -0.1pt">&nbsp;</FONT></P>

<P STYLE="font: 11pt Arial, Helvetica, Sans-Serif; margin: 0; text-indent: 0.5in"><FONT STYLE="letter-spacing: -0.1pt">Notwithstanding
the foregoing, Eaton Vance shall not be deemed to have assumed any duties with respect to, and shall not be responsible pursuant to this
Agreement for, the management of the Trust&#8217;s assets or the rendering of investment advice and supervision with respect thereto or
the distribution of shares of the Trust, nor shall Eaton Vance be deemed to have assumed or have any responsibility with respect to functions
specifically assumed by any transfer agent, custodian or shareholder servicing agent of the Trust.</FONT></P>

<P STYLE="font: 11pt Arial, Helvetica, Sans-Serif; margin: 0"><FONT STYLE="letter-spacing: -0.1pt">&nbsp;</FONT></P>

<P STYLE="font: 11pt Arial, Helvetica, Sans-Serif; margin: 0; text-indent: 0.5in"><FONT STYLE="letter-spacing: -0.1pt">2.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Sub-Administrators</U>.
Eaton Vance may employ one or more sub-administrators from time to time to perform any of Eaton Vance&#8217;s duties under this Agreement
upon such terms and conditions as may be agreed upon between Eaton Vance and such sub-administrators and approved by the Trustees of the
Trust, all as permitted by the Investment Company Act of 1940, as amended (the &#8220;1940 Act&#8221;). The performance of each such sub-administrator
of its obligation under any such agreement shall be supervised by Eaton Vance. Further, Eaton Vance may, with the approval of the Trustees
of the Trust and without the vote of any shareholders of the Trust, terminate any agreement with any sub-administrator and/or enter into
an agreement with one or more other sub-administrators, all as permitted by the 1940 Act and the rules hereunder. In the event a sub-administrator
is employed, Eaton Vance retains the authority to immediately assume responsibility for any functions delegated to a sub-administrator,
subject to approval by the Board and notice to the sub-administrator.</FONT></P>

<P STYLE="font: 11pt Arial, Helvetica, Sans-Serif; margin: 0"><FONT STYLE="letter-spacing: -0.1pt">&nbsp;</FONT></P>

<P STYLE="font: 11pt Arial, Helvetica, Sans-Serif; margin: 0; text-indent: 0.5in"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif; letter-spacing: -0.1pt">3.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Compensation
of Eaton Vance</U>. </FONT><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif; letter-spacing: -0.1pt">For the services, payments and facilities
to be furnished hereunder by Eaton Vance, Eaton Vance shall be entitled to receive from the Trust the compensation described on Appendix
A hereto.</FONT></P>


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<P STYLE="font: 11pt Arial, Helvetica, Sans-Serif; margin: 0; text-indent: 0.5in"><FONT STYLE="letter-spacing: -0.1pt">4.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Allocation
of Charges and Expenses</U>. Eaton Vance shall pay the entire salaries and fees of all of the Trust&#8217;s Trustees and officers employed
by Eaton Vance and who devote part or all of their time to the affairs of Eaton Vance, and the salaries and fees of such persons shall
not be deemed to be expenses incurred by the Trust for purposes of this Section. Except as provided in the foregoing sentence, it is understood
that the Trust will pay all its expenses other than those expressly stated to be payable by Eaton Vance hereunder, which expenses payable
by the Trust shall include, without implied limitation: (i) expenses of maintaining the Trust and continuing its existence; (ii) registration
of the Trust under the 1940 Act; (iii) commissions, spreads, fees and other expenses connected with the acquisition, holding and disposition
of securities and other investments; (iv) auditing, accounting and legal expenses; (v) taxes and interest; (vi) governmental fees; (vii)
expenses of listing shares of the Trust with a stock exchange, and expenses of issue, sale, repurchase and redemption (if any) of shares
in the Trust, including expenses of conducting tender offers for the purpose of repurchasing Trust shares; (viii) fees and expenses of
registering, qualifying, and maintaining the Trust and its shares under applicable federal and state securities laws and of preparing
and filing registration statements, other offering statements or memoranda, and other reports, forms, and documents required to be filed
by the Trust with the SEC and any other regulatory body, and for printing and distributing the same to shareholders; (ix) expenses of
reports and notices to shareholders and of meetings of shareholders and proxy solicitations therefor; (x) expenses of reports to governmental
officers and commissions; (xi) insurance expenses; (xii) association membership dues; (xiii) fees, expenses and disbursements of custodians
and subcustodians for all services to the Trust (including without limitation safekeeping of funds, securities and other investments,
keeping of books, accounts and records, and determination of net asset values); (xiv) fees, expenses and disbursements of transfer agents,
dividend disbursing agents, shareholder servicing agents and registrars for all services to the Trust; (xv) expenses for servicing shareholder
accounts; (xvi) any direct charges to the Trust or shareholders approved by the Trustees of the Trust; (xvii) compensation and expenses
of Trustees of the Trust who are not members of Eaton Vance&#8217;s organization; (xviii) any pricing or valuation services employed by
the Trust to value its investments including primary and comparative valuation services; (xix) any investment advisory, sub-investment
advisory or similar management fee payable by the Trust; (xx) all expenses incurred in connection with the Trust&#8217;s use of a line
of credit, other borrowings or leverage; and (xxi) such non-recurring items as may arise, including expenses incurred in connection with
litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees, officers and shareholders with respect thereto.</FONT></P>

<P STYLE="font: 11pt Arial, Helvetica, Sans-Serif; margin: 0"><FONT STYLE="letter-spacing: -0.1pt">&nbsp;</FONT></P>

<P STYLE="font: 11pt Arial, Helvetica, Sans-Serif; margin: 0; text-indent: 0.5in"><FONT STYLE="letter-spacing: -0.1pt">5.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Other
Interests</U>. It is understood that Trustees and officers of the Trust and shareholders of the Trust are or may be or become interested
in Eaton Vance as trustees, officers, employees, shareholders or otherwise and that trustees, officers, employees and shareholders of
Eaton Vance are or may be or become similarly interested in the Trust, and that Eaton Vance may be or become interested in the Trust as
a shareholder or otherwise. It is also understood that trustees, officers, employees and shareholders of Eaton Vance may be or become
interested (as directors, trustees, officers, employees, shareholders or otherwise) in other companies or entities (including, without
limitation, other investment companies) that Eaton Vance may organize, sponsor or acquire, or with which it may merge or consolidate,
and which may include the words &#8220;Eaton Vance&#8221; or any combination thereof as part of their name, and that Eaton Vance or its
subsidiaries or affiliates may enter into advisory or management or administration agreements or other contracts or relationships with
such other companies or entities.</FONT></P>

<P STYLE="font: 11pt Arial, Helvetica, Sans-Serif; margin: 0"><FONT STYLE="letter-spacing: -0.1pt">&nbsp;</FONT></P>

<P STYLE="font: 11pt Arial, Helvetica, Sans-Serif; margin: 0; text-indent: 0.5in"><FONT STYLE="letter-spacing: -0.1pt">6.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Limitation
of Liability of Eaton Vance</U>. In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations
or duties hereunder on the part of Eaton Vance, Eaton Vance shall not be subject to liability to the Trust or to any shareholder of the
Trust for any act or omission in the course of, or connected with, rendering services hereunder.</FONT></P>

<P STYLE="font: 11pt Calibri, Helvetica, Sans-Serif; margin: 0">&nbsp;</P>

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<P STYLE="font: 11pt Arial, Helvetica, Sans-Serif; margin: 0; text-indent: 0.5in"><FONT STYLE="letter-spacing: -0.1pt">A copy of the Declaration
of Trust of Eaton Vance is on file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that this Agreement
is executed on behalf of Eaton Vance by an officer in his or her capacity as an officer and not individually. The Trust expressly acknowledges
the provisions in the Declaration of Trust of Eaton Vance limiting the personal liability of the trustees, officers, and shareholders
of Eaton Vance, and the Trust hereby agrees that it shall have recourse to Eaton Vance for payment of claims or obligations as between
Eaton Vance and the Trust arising out of this Agreement and shall not seek satisfaction from the trustees, officers, or shareholders of
Eaton Vance.</FONT></P>

<P STYLE="font: 11pt Arial, Helvetica, Sans-Serif; margin: 0"><FONT STYLE="letter-spacing: -0.1pt">&nbsp;</FONT></P>

<P STYLE="font: 11pt Arial, Helvetica, Sans-Serif; margin: 0; text-indent: 0.5in"><FONT STYLE="letter-spacing: -0.1pt">7.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Duration
and Termination of this Agreement</U>. This Agreement shall become effective upon the date of its execution, and, unless terminated as
herein provided, shall remain in full force and effect through and including the second anniversary of the execution of this Agreement
and shall continue in full force and effect indefinitely thereafter, but only so long as such continuance after such second anniversary
is specifically approved at least annually (i) by the Board of Trustees of the Trust and (ii) by the vote of a majority of those Trustees
of the Trust who are not interested persons of Eaton Vance or the Trust.</FONT></P>

<P STYLE="font: 11pt Arial, Helvetica, Sans-Serif; margin: 0"><FONT STYLE="letter-spacing: -0.1pt">&nbsp;</FONT></P>

<P STYLE="font: 11pt Arial, Helvetica, Sans-Serif; margin: 0; text-indent: 0.5in"><FONT STYLE="letter-spacing: -0.1pt">Either party hereto
may, at any time on sixty (60) days&#8217; prior written notice to the other, terminate this Agreement without the payment of any penalty,
by action of the Trustees of the Trust or the trustees of Eaton Vance, as the case may be, and the Trust may, at any time upon such written
notice to Eaton Vance, terminate this Agreement by vote of a majority of the outstanding voting securities of the Trust.</FONT></P>

<P STYLE="font: 11pt Arial, Helvetica, Sans-Serif; margin: 0"><FONT STYLE="letter-spacing: -0.1pt">&nbsp;</FONT></P>

<P STYLE="font: 11pt Arial, Helvetica, Sans-Serif; margin: 0; text-indent: 0.5in"><FONT STYLE="letter-spacing: -0.1pt">8.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Amendments
of the Agreement</U>. This Agreement may be amended by a writing signed by both parties hereto, provided that no amendment to this Agreement
shall be effective until approved (i) by the vote of a majority of those Trustees of the Trust who are not interested persons of Eaton
Vance or the Trust, and (ii) by vote of the Board of Trustees of the Trust.</FONT></P>

<P STYLE="font: 11pt Arial, Helvetica, Sans-Serif; margin: 0"><FONT STYLE="letter-spacing: -0.1pt">&nbsp;</FONT></P>

<P STYLE="font: 11pt Arial, Helvetica, Sans-Serif; margin: 0; text-indent: 0.5in"><FONT STYLE="letter-spacing: -0.1pt">9.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Limitation
of Liability of the Trustees and Officers of the Trust</U>. </FONT>A copy of the Declaration of Trust of the Trust is on file with the
Secretary of The <FONT STYLE="letter-spacing: -0.1pt">Commonwealth of Massachusetts, and notice is hereby given that this Agreement is
executed on behalf of the Trust by an officer in his or her capacity as an officer and not individually. Eaton Vance expressly acknowledges
the provisions in the Declaration of Trust of the Trust limiting the personal liability of the Trustees, officers, and shareholders of
the Trust, and Eaton Vance hereby agrees that it shall have recourse to the Trust for payment of claims or obligations as between the
Trust and Eaton Vance arising out of this Agreement and shall not seek satisfaction from the Trustees, officers, or shareholders or any
Trustee, officer, or shareholder of the Trust.</FONT></P>

<P STYLE="font: 11pt Arial, Helvetica, Sans-Serif; margin: 0"><FONT STYLE="letter-spacing: -0.1pt">&nbsp;</FONT></P>

<P STYLE="font: 11pt Arial, Helvetica, Sans-Serif; margin: 0; text-indent: 0.5in"><FONT STYLE="letter-spacing: -0.1pt">10.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Use
of the Name &#8220;Eaton Vance.&#8221;</U> Eaton Vance hereby consents to the use by the Trust of the name &#8220;Eaton Vance&#8221; as
part of the Trust&#8217;s name; provided, however, that such consent shall be conditioned upon the employment of Eaton Vance or one of
its affiliates as the investment adviser or administrator of the Trust. The name &#8220;Eaton Vance&#8221; or any variation thereof may
be used from time to time in other connections and for other purposes by Eaton Vance and its affiliates and other investment companies
that have obtained consent to the use of the name &#8220;Eaton Vance.&#8221; Eaton Vance shall have the right to require the Trust to
cease using the name &#8220;Eaton Vance&#8221; as part of the Trust&#8217;s name if the Trust ceases, for any reason, to employ Eaton
Vance or one of its affiliates as the Trust&#8217;s investment adviser or administrator. Future names adopted by the Trust for itself,
insofar as such names include identifying words requiring the consent of Eaton Vance, shall be the property of Eaton Vance and shall be
subject to the same terms and conditions.</FONT></P>

<P STYLE="font: 11pt Arial, Helvetica, Sans-Serif; margin: 0"><FONT STYLE="letter-spacing: -0.1pt">&nbsp;</FONT></P>


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<P STYLE="font: 11pt/107% Arial, Helvetica, Sans-Serif; margin: 0 0 8pt; text-indent: 0.5in"><FONT STYLE="letter-spacing: -0.1pt">11.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>No
Third Party Beneficiaries</U></FONT><I>.</I> <FONT STYLE="letter-spacing: -0.1pt">Nothing in this Agreement, express or implied, is intended
to or shall confer upon any person not a party hereto any right, benefit or remedy of any nature whatsoever under or by reason of this
Agreement.</FONT></P>

<P STYLE="font: 11pt/107% Arial, Helvetica, Sans-Serif; margin: 0 0 8pt; text-indent: 0.5in"><FONT STYLE="letter-spacing: -0.1pt">12.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Non-Exclusive
Services.</U> The services of Eaton Vance to the Trust are not to be deemed to be exclusive, Eaton Vance being free to render services
to others and engage in other business activities. </FONT></P>

<P STYLE="font: 11pt/107% Arial, Helvetica, Sans-Serif; margin: 0 0 8pt; text-indent: 0.5in"><FONT STYLE="letter-spacing: -0.1pt">13.
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Certain Definitions</U>. The term &#8220;interested persons&#8221; when used herein shall
have the meaning specified in the 1940 Act as now in effect or as hereafter amended subject, however, to such exemptions as may be granted
by any rule, regulation or order by the SEC. The term &#8220;vote of a majority of the outstanding voting securities&#8221; shall mean
the vote, at a meeting of shareholders, of the lesser of (a) 67 per centum or more of the shares of the Trust present or represented by
proxy at the meeting if the shareholders of more than 50 per centum of the outstanding shares of the Trust are present or represented
by proxy at the meeting, or (b) more than 50 per centum of the outstanding shares of the Trust. In addition, where the effect of a requirement
of the 1940 Act reflected in any provision of this Agreement is modified or interpreted by any applicable order or orders of the SEC or
any rules or regulations adopted by, or interpretative releases of, the SEC, or any applicable guidance issued by the staff of the SEC,
such provision will be deemed to incorporate the effect of such order, rule, regulation, interpretative release, or guidance.</FONT></P>

<P STYLE="font: 11pt/107% Arial, Helvetica, Sans-Serif; margin: 0 0 8pt; text-indent: 0.5in"><FONT STYLE="letter-spacing: -0.1pt">14.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Books
and Records</U>. Eaton Vance agrees that all records that it maintains for the Trust are the property of the Trust and further agrees
to surrender promptly to the Trust any of such records upon the Trust's request in compliance with the requirements of Rule 31a-3 under
the 1940 Act, although Eaton Vance may, at its own expense, make and retain a copy of such records. Eaton Vance further agrees to preserve
for the periods prescribed by Rule 31a-2 under the 1940 Act the records required to be maintained by Rule 31a-1 under the 1940 Act.</FONT></P>

<P STYLE="font: 11pt/107% Arial, Helvetica, Sans-Serif; margin: 0 0 8pt; text-indent: 0.5in"><FONT STYLE="letter-spacing: -0.1pt">15.
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Miscellaneous</U>.</FONT></P>

<P STYLE="font: 11pt/107% Arial, Helvetica, Sans-Serif; margin: 0 0 8pt; text-indent: 0.5in"><FONT STYLE="letter-spacing: -0.1pt">(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If
any term or provision of this Agreement or the application thereof to any person or circumstance is held to be invalid or unenforceable
to any extent, the remainder of this Agreement or the application of such provision to other persons or circumstances shall not be affected
thereby and shall be enforced to the fullest extent permitted by law.</FONT></P>

<P STYLE="font: 11pt/107% Arial, Helvetica, Sans-Serif; margin: 0 0 8pt; text-indent: 0.5in"><FONT STYLE="letter-spacing: -0.1pt">(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This
Agreement shall be governed by and interpreted in accordance with the laws of The Commonwealth of Massachusetts.</FONT></P>

<P STYLE="font: 11pt/107% Arial, Helvetica, Sans-Serif; margin: 0 0 8pt; text-indent: 0.5in"><FONT STYLE="letter-spacing: -0.1pt">(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This
Agreement may be executed by the parties hereto in any number of counterparts, and all of said counterparts taken together shall be deemed
to constitute one and the same instrument.</FONT></P>

<P STYLE="font: 11pt/107% Arial, Helvetica, Sans-Serif; margin: 0 0 8pt; text-align: center"><FONT STYLE="letter-spacing: -0.1pt"><I>[Signature
page follows]</I></FONT></P>

<P STYLE="font: 11pt Arial, Helvetica, Sans-Serif; margin: 0"><FONT STYLE="letter-spacing: -0.1pt">&nbsp;</FONT></P>

<P STYLE="font: 11pt Arial, Helvetica, Sans-Serif; margin: 0"><FONT STYLE="letter-spacing: -0.1pt">&nbsp;</FONT></P>


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<P STYLE="font: 11pt Arial, Helvetica, Sans-Serif; margin: 0"><FONT STYLE="letter-spacing: -0.1pt">&nbsp;</FONT></P>

<P STYLE="font: 11pt Arial, Helvetica, Sans-Serif; margin: 0; text-indent: 0.5in; text-align: justify"><FONT STYLE="letter-spacing: -0.1pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the day and year first above written.</FONT></P>

<P STYLE="font: 11pt Arial, Helvetica, Sans-Serif; margin: 0; text-align: justify"><FONT STYLE="letter-spacing: -0.1pt">&nbsp;</FONT></P>

<P STYLE="font: 11pt Arial, Helvetica, Sans-Serif; margin: 0"><FONT STYLE="letter-spacing: -0.1pt">&nbsp;</FONT></P>

<P STYLE="font: 11pt/107% Arial, Helvetica, Sans-Serif; margin: 0 0 0 3in">EATON VANCE SENIOR INCOME TRUST</P>

<P STYLE="font: 11pt/107% Arial, Helvetica, Sans-Serif; margin: 0 0 8pt"><FONT STYLE="letter-spacing: -0.1pt">&nbsp;</FONT></P>

<P STYLE="font: 11pt/107% Arial, Helvetica, Sans-Serif; margin: 0 0 8pt"><FONT STYLE="letter-spacing: -0.1pt">&nbsp;</FONT></P>

<P STYLE="font: 11pt/107% Arial, Helvetica, Sans-Serif; text-indent: 3.5in; margin: 0 0 8pt"><FONT STYLE="letter-spacing: -0.1pt">&#9;By:&#9;<U>/s/ Deidre
E. Walsh&#9;</U></FONT></P>

<P STYLE="font: 11pt/107% Arial, Helvetica, Sans-Serif; margin: 0; text-indent: 3.5in"><FONT STYLE="letter-spacing: -0.1pt">Deidre E.
Walsh</FONT></P>

<P STYLE="font: 11pt/107% Arial, Helvetica, Sans-Serif; margin: 0 0 8pt; text-indent: 3.5in"><FONT STYLE="letter-spacing: -0.1pt">President
and not individually</FONT></P>

<P STYLE="font: 11pt/107% Arial, Helvetica, Sans-Serif; margin: 0 0 8pt"><FONT STYLE="letter-spacing: -0.1pt">&nbsp;</FONT></P>

<P STYLE="font: 11pt/107% Arial, Helvetica, Sans-Serif; margin: 0 0 8pt"><FONT STYLE="letter-spacing: -0.1pt">&nbsp;</FONT></P>

<P STYLE="font: 11pt/107% Arial, Helvetica, Sans-Serif; margin: 0 0 8pt; text-indent: 3in"><FONT STYLE="letter-spacing: -0.1pt">EATON
VANCE MANAGEMENT</FONT></P>

<P STYLE="font: 11pt/107% Arial, Helvetica, Sans-Serif; margin: 0 0 8pt"><FONT STYLE="letter-spacing: -0.1pt">&nbsp;</FONT></P>

<P STYLE="font: 11pt/107% Arial, Helvetica, Sans-Serif; margin: 0 0 8pt"><FONT STYLE="letter-spacing: -0.1pt">&nbsp;</FONT></P>

<P STYLE="font: 11pt/107% Arial, Helvetica, Sans-Serif; text-indent: 3.5in; margin: 0 0 8pt"><FONT STYLE="letter-spacing: -0.1pt">&#9;By:&#9;<U>/s/ Maureen
A. Gemma&#9;</U></FONT></P>

<P STYLE="font: 11pt/107% Arial, Helvetica, Sans-Serif; margin: 0; text-indent: 3.5in"><FONT STYLE="letter-spacing: -0.1pt">Maureen A.
Gemma</FONT></P>

<P STYLE="font: 11pt/107% Arial, Helvetica, Sans-Serif; margin: 0 0 8pt; text-indent: 3.5in"><FONT STYLE="letter-spacing: -0.1pt">Vice
President and not individually</FONT></P>

<P STYLE="font: 11pt/107% Arial, Helvetica, Sans-Serif; margin: 0 0 8pt"><FONT STYLE="letter-spacing: -0.1pt">&nbsp;</FONT></P>


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<P STYLE="font: 11pt/115% Arial, Helvetica, Sans-Serif; margin: 0 0 10pt; text-align: center"><B><U>APPENDIX A</U></B></P>

<P STYLE="font: 11pt/115% Arial, Helvetica, Sans-Serif; margin: 0 0 10pt; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt/115% Arial, Helvetica, Sans-Serif; margin: 0 0 10pt; text-indent: 0.5in">For the services, payments and facilities
furnished by Eaton Vance under this Agreement, Eaton Vance is entitled to receive from the Trust compensation as set forth below.</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="width: 100%; border-collapse: collapse">
  <TR STYLE="vertical-align: top">
    <TD STYLE="width: 54%; padding-right: 5.4pt; padding-bottom: 10pt; padding-left: 5.4pt; font: 11pt/115% Calibri, Helvetica, Sans-Serif"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif; letter-spacing: -0.1pt"><B><U>Trust</U></B></FONT></TD>
    <TD STYLE="width: 46%; padding-right: 5.4pt; padding-bottom: 10pt; padding-left: 5.4pt; font: 11pt/115% Calibri, Helvetica, Sans-Serif"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif; letter-spacing: -0.1pt"><B><U>Administration Fee Rate</U></B></FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="font: 11pt/115% Calibri, Helvetica, Sans-Serif; padding-right: 5.4pt; padding-bottom: 10pt; padding-left: 5.4pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif; letter-spacing: -0.1pt">Eaton Vance Senior Income Trust</FONT></TD>
    <TD STYLE="font: 11pt/115% Calibri, Helvetica, Sans-Serif; padding-right: 5.4pt; padding-bottom: 10pt; padding-left: 5.4pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif; letter-spacing: -0.1pt">0.25% of average weekly gross assets*</FONT></TD></TR>
  </TABLE>
<P STYLE="font: 11pt Arial, Helvetica, Sans-Serif; margin: 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 9pt/115% NewsGoth BT, Sans-Serif; margin: 0 0 10pt; text-align: justify"><FONT STYLE="letter-spacing: -0.1pt">*Gross assets
are calculated by deducting accrued liabilities of the Trust except the principal amount of any indebtedness for money borrowed, including
debt securities issued by the Trust, and the amount of any outstanding preferred shares issued by the Trust. Accrued liabilities are expenses
incurred in the normal course of operations.</FONT></P>

<P STYLE="font: 11pt/115% Arial, Helvetica, Sans-Serif; margin: 0 0 10pt; text-indent: 0.5in">In case of initiation or termination of
the Agreement during any month <FONT STYLE="letter-spacing: -0.1pt">with respect to the Trust</FONT>, the fee for that month shall be
reduced proportionately on the basis of the number of calendar days during which the Agreement is in effect.</P>

<P STYLE="font: 11pt/115% Arial, Helvetica, Sans-Serif; margin: 0 0 10pt; text-indent: 0.5in">Such compensation shall be paid monthly
in arrears. Eaton Vance may, from time to time, waive all or a part of the above compensation.</P>

<P STYLE="font: 11pt/107% Arial, Helvetica, Sans-Serif; margin: 0 0 8pt; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 11pt Arial, Helvetica, Sans-Serif; margin: 0">&nbsp;</P>


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<DOCUMENT>
<TYPE>EX-99.(L)
<SEQUENCE>5
<FILENAME>exhibitl_ex-99zl.htm
<DESCRIPTION>OPINION OF INTERNAL COUNSEL
<TEXT>
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<P STYLE="font: 11pt CG Times (WN); margin: 0; letter-spacing: -0.2pt"><IMG SRC="evlogo_002.jpg" ALT="" STYLE="height: 154px; width: 743px"></P>

<P STYLE="font: 11pt Arial, Helvetica, Sans-Serif; margin: 0; letter-spacing: -0.2pt">&nbsp;</P>

<P STYLE="font: 11pt Arial, Helvetica, Sans-Serif; margin: 0; letter-spacing: -0.2pt">&nbsp;</P>

<P STYLE="font: 11pt Arial, Helvetica, Sans-Serif; margin: 0; letter-spacing: -0.2pt">&nbsp;</P>

<P STYLE="font: 11pt Arial, Helvetica, Sans-Serif; margin: 0; letter-spacing: -0.2pt">&nbsp;</P>

<P STYLE="font: 11pt Arial, Helvetica, Sans-Serif; margin: 0; letter-spacing: -0.2pt">&nbsp;</P>

<P STYLE="font: 11pt Arial, Helvetica, Sans-Serif; margin: 0; letter-spacing: -0.2pt">&nbsp;</P>

<P STYLE="font: 11pt Arial, Helvetica, Sans-Serif; margin: 0; letter-spacing: -0.2pt">&nbsp;</P>

<P STYLE="text-align: right; font: 11pt Arial, Helvetica, Sans-Serif; margin: 0; letter-spacing: -0.2pt"><B>EXHIBIT (l)</B></P>

<P STYLE="font: 11pt Arial, Helvetica, Sans-Serif; margin: 0 0 0 3.5in; letter-spacing: -0.2pt">September 21, 2021</P>

<P STYLE="font: 11pt Arial, Helvetica, Sans-Serif; margin: 0; letter-spacing: -0.2pt">&nbsp;</P>

<P STYLE="font: 11pt Arial, Helvetica, Sans-Serif; margin: 0; letter-spacing: -0.2pt">&nbsp;</P>

<P STYLE="font: 11pt Arial, Helvetica, Sans-Serif; margin: 0; letter-spacing: -0.2pt">Eaton Vance Senior Income Trust</P>

<P STYLE="font: 11pt Arial, Helvetica, Sans-Serif; margin: 0; letter-spacing: -0.2pt">Two International Place</P>

<P STYLE="font: 11pt Arial, Helvetica, Sans-Serif; margin: 0; letter-spacing: -0.2pt">Boston, MA 02110</P>

<P STYLE="font: 11pt Arial, Helvetica, Sans-Serif; margin: 0; letter-spacing: -0.2pt">&nbsp;</P>

<P STYLE="font: 11pt Arial, Helvetica, Sans-Serif; margin: 0; letter-spacing: -0.2pt">Ladies and Gentlemen:</P>

<P STYLE="font: 11pt Arial, Helvetica, Sans-Serif; margin: 0; letter-spacing: -0.2pt">&nbsp;</P>

<P STYLE="font: 11pt Arial, Helvetica, Sans-Serif; margin: 0; letter-spacing: -0.2pt; text-indent: 0.5in">I have acted as counsel to Eaton
Vance Senior Income Trust (the &#8220;Trust&#8221;). I am admitted to practice law in the Commonwealth of Massachusetts. The Trust is
a Massachusetts business trust pursuant to the Declaration of Trust dated September 23, 1998, as amended (the &#8220;Declaration of Trust&#8221;).</P>

<P STYLE="font: 11pt Arial, Helvetica, Sans-Serif; margin: 0; letter-spacing: -0.2pt">&nbsp;</P>

<P STYLE="font: 11pt Arial, Helvetica, Sans-Serif; margin: 0; letter-spacing: -0.2pt; text-indent: 0.5in">I am of the opinion that all
legal requirements have been complied with in the creation of the Trust, and that said Declaration of Trust is legal and valid.</P>

<P STYLE="font: 11pt Arial, Helvetica, Sans-Serif; margin: 0; letter-spacing: -0.2pt">&nbsp;</P>

<P STYLE="font: 11pt Arial, Helvetica, Sans-Serif; margin: 0; letter-spacing: -0.2pt; text-indent: 0.5in">The Trustees of the Trust have
the powers set forth in the Declaration of Trust, subject to the terms, provisions and conditions therein provided. As provided in the
Declaration of Trust, the Trustees may authorize one or more series or classes of shares and the number of shares of each series or class
authorized is unlimited. Under the Declaration of Trust, the Trustees may from time to time issue and sell or cause to be issued and sold
shares of the Trust for cash or for property. All such shares, when so issued, shall be fully paid and nonassessable by the Trust.</P>

<P STYLE="font: 11pt Arial, Helvetica, Sans-Serif; margin: 0; letter-spacing: -0.2pt">&nbsp;</P>

<P STYLE="font: 11pt Arial, Helvetica, Sans-Serif; margin: 0; letter-spacing: -0.2pt; text-indent: 0.5in">Based upon the foregoing, and
with respect to Massachusetts law (other than the Massachusetts Uniform Securities Act), only to the extent that Massachusetts law may
be applicable and without reference to the laws of the other several states or of the United States of America, I am of the opinion that
under existing law:</P>

<P STYLE="font: 11pt Arial, Helvetica, Sans-Serif; margin: 0; letter-spacing: -0.2pt">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 11pt CG Times (WN); letter-spacing: -0.2pt; margin-top: 0; margin-bottom: 0"><TR STYLE="vertical-align: top">
<TD STYLE="width: 20.95pt"></TD><TD STYLE="width: 18pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">1.</FONT></TD><TD><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">The Trust is a trust with transferable shares of beneficial interest organized
in compliance with the laws of the Commonwealth of Massachusetts, and the Declaration of Trust is legal and valid under the laws of the
Commonwealth of Massachusetts.</FONT></TD></TR></TABLE>

<P STYLE="font: 11pt Arial, Helvetica, Sans-Serif; margin: 0 0 0 38.95pt; letter-spacing: -0.2pt">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 11pt CG Times (WN); letter-spacing: -0.2pt; margin-top: 0; margin-bottom: 0"><TR STYLE="vertical-align: top">
<TD STYLE="width: 20.95pt"></TD><TD STYLE="width: 18pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">2.</FONT></TD><TD><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif">Shares of beneficial interest of the Trust registered by Form N-2 may be legally
and validly issued in accordance with the Declaration of Trust upon receipt of payment in compliance with the Declaration of Trust and,
when so issued and sold, will be fully paid and nonassessable by the Trust. </FONT></TD></TR></TABLE>

<P STYLE="font: 11pt Arial, Helvetica, Sans-Serif; margin: 0; letter-spacing: -0.2pt">&nbsp;</P>


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<P STYLE="font: 11pt Arial, Helvetica, Sans-Serif; margin: 0; letter-spacing: -0.2pt">&nbsp;</P>

<P STYLE="font: 11pt Arial, Helvetica, Sans-Serif; margin: 0; letter-spacing: -0.2pt">Securities and Exchange Commission</P>

<P STYLE="font: 11pt Arial, Helvetica, Sans-Serif; margin: 0; letter-spacing: -0.2pt">September 21, 2021</P>

<P STYLE="font: 11pt Arial, Helvetica, Sans-Serif; margin: 0; letter-spacing: -0.2pt">Page 2</P>

<P STYLE="font: 11pt Arial, Helvetica, Sans-Serif; margin: 0; letter-spacing: -0.2pt">&nbsp;</P>

<P STYLE="font: 11pt Arial, Helvetica, Sans-Serif; margin: 0; letter-spacing: -0.2pt">&nbsp;</P>

<P STYLE="font: 11pt Arial, Helvetica, Sans-Serif; margin: 0 0 0 0.5in; letter-spacing: -0.2pt">&nbsp;</P>

<P STYLE="font: 11pt Arial, Helvetica, Sans-Serif; margin: 0; letter-spacing: -0.2pt; text-indent: 0.5in">Under Massachusetts law, if
certain conditions prevail, shareholders of a Massachusetts business trust (such as the Trust) could be deemed to have personal liability
for the obligations of the Trust. The Trust&#8217;s Declaration of Trust contains an express disclaimer of liability on the part of shareholders
and the Trust&#8217;s By-laws provide that the Trust shall, upon request by the shareholder, assume the defense of any claim made against
any shareholder for any act or obligation of the Trust and satisfy any judgement thereon. The Declaration of Trust also contains provisions
limiting the liability of a series or class to that series or class. Moreover, the Trust&#8217;s By-laws also provide for indemnification
of any shareholder held personally liable solely by reason of being or having been a shareholder for all loss or expense arising from
such liability. Thus, the risk of a shareholder incurring financial loss on account of shareholder liability is limited to circumstances
in which the Trust itself would be unable to meet its obligations.</P>

<P STYLE="font: 11pt Arial, Helvetica, Sans-Serif; margin: 0; letter-spacing: -0.2pt">&nbsp;</P>

<P STYLE="font: 11pt Arial, Helvetica, Sans-Serif; margin: 0; letter-spacing: -0.2pt; text-indent: 0.5in">I consent to the filing of this
opinion with the Securities and Exchange Commission as part of the Trust&#8217;s registration statement on Form N-2.</P>

<P STYLE="font: 11pt Arial, Helvetica, Sans-Serif; margin: 0; letter-spacing: -0.2pt">&nbsp;</P>

<P STYLE="font: 11pt Arial, Helvetica, Sans-Serif; margin: 0 0 0 3.5in; letter-spacing: -0.2pt">Very truly yours,</P>

<P STYLE="font: 11pt Arial, Helvetica, Sans-Serif; margin: 0 0 0 3.5in; letter-spacing: -0.2pt">&nbsp;</P>

<P STYLE="font: 11pt Arial, Helvetica, Sans-Serif; margin: 0 0 0 3.5in; letter-spacing: -0.2pt">&nbsp;</P>

<P STYLE="font: 11pt Arial, Helvetica, Sans-Serif; margin: 0 0 0 3.5in; letter-spacing: -0.2pt"><U>/s/ Jeanmarie Valle Lee&#9;&#9;</U></P>

<P STYLE="font: 11pt Arial, Helvetica, Sans-Serif; margin: 0 0 0 3.5in; letter-spacing: -0.2pt">Jeanmarie Valle Lee, Esq.</P>

<P STYLE="font: 11pt Arial, Helvetica, Sans-Serif; margin: 0 0 0 3.5in; letter-spacing: -0.2pt">Vice President</P>


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</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(N)
<SEQUENCE>6
<FILENAME>exhibitn_ex-99zn.htm
<DESCRIPTION>CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
<TEXT>
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<P STYLE="font: 11pt Arial, Helvetica, Sans-Serif; margin: 0; text-align: right; text-indent: 1in"><B>EXHIBIT (n)</B></P>

<P STYLE="font: 11pt Arial, Helvetica, Sans-Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 11pt Arial, Helvetica, Sans-Serif; margin: 0"><B>CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM </B></P>

<P STYLE="font: 11pt Arial, Helvetica, Sans-Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 11pt Arial, Helvetica, Sans-Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 11pt Arial, Helvetica, Sans-Serif; margin: 0; text-align: justify">We consent to the incorporation by reference in this
Post-Effective Amendment to Registration Statement No. 333-227968 on Form N-2 of our report dated August 18, 2021, relating to the
financial statements and financial highlights of Eaton Vance Senior Income Trust (the &ldquo;Trust&rdquo;), appearing in the Annual Report
on Form N-CSR of the Trust for the year ended June 30, 2021, and to the references to us under the headings &ldquo;Financial Highlights&rdquo;
and &ldquo;Independent Registered Public Accounting Firm&rdquo; in the Prospectus and &ldquo;Independent Registered Public Accounting
Firm&rdquo; in the Statement of Additional Information, which are part of such Registration Statement.</P>

<P STYLE="font: 11pt/115% Arial, Helvetica, Sans-Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 11pt Arial, Helvetica, Sans-Serif; margin: 0; text-align: justify">/s/ Deloitte &amp; Touche LLP</P>

<P STYLE="font: 11pt Arial, Helvetica, Sans-Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 11pt Arial, Helvetica, Sans-Serif; margin: 0; text-align: justify">Boston, Massachusetts</P>

<P STYLE="font: 11pt Arial, Helvetica, Sans-Serif; margin: 0; text-align: justify">September 21, 2021</P>

<P STYLE="font: 11pt/115% Calibri, Helvetica, Sans-Serif; margin: 0 0 10pt">&nbsp;</P>

<P STYLE="font: 11pt/115% Arial, Helvetica, Sans-Serif; margin: 0 0 10pt">&nbsp;</P>


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</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(S)(2)
<SEQUENCE>7
<FILENAME>exhibits2_ex-99zs2.htm
<DESCRIPTION>POWER OF ATTORNEY DATED JUNE 18, 2021
<TEXT>
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<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0; text-align: right"><B>EXHIBIT (s)(2)</B></P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0; text-align: center"><B>POWER OF ATTORNEY</B></P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0; text-indent: 0.5in">We, the undersigned officers and Trustees of the funds
listed below (collectively, the &ldquo;Funds&rdquo;), do hereby severally constitute and appoint Thomas E. Faust Jr., James F. Kirchner.
Kimberly M. Roessiger or Deidre E. Walsh, or any of them, to be true, sufficient and lawful attorneys, or attorney for each of us, to
sign for each of us, in the name of each of us in the capacities indicated below, any Registration Statement on Form N-2, including but
not limited to the &ldquo;Registration Statements&rdquo; defined below, and any and all amendments (including pre-effective and post-effective
amendments) to a Registration Statement filed with the Securities and Exchange Commission on behalf of each of the respective Funds, in
respect of shares or units of beneficial interest or common stock and other documents and papers relating thereto.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0">&nbsp;</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0; text-indent: 0.5in">The &ldquo;Registration Statements&rdquo; covered by
this Power of Attorney are defined to include the registration statements listed below:</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 11pt Calibri, Helvetica, Sans-Serif; width: 100%; border-collapse: collapse">
  <TR STYLE="vertical-align: top">
    <TD STYLE="width: 68%; border: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif; font-size: 10pt"><B>Fund</B></FONT></TD>
    <TD STYLE="width: 16%; border-top: Black 1pt solid; border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: center"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif; font-size: 10pt"><B>1940 Act File No.</B></FONT></TD>
    <TD STYLE="width: 16%; border-top: Black 1pt solid; border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: center"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif; font-size: 10pt"><B>1933 Act File No.</B></FONT></TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; border-left: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif; font-size: 10pt">Eaton Vance Enhanced Equity Income Fund (EOI)</FONT></TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: center"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif; font-size: 10pt">811-21614</FONT></TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: center"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif; font-size: 10pt">333-229447</FONT></TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; border-left: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif; font-size: 10pt">Eaton Vance Enhanced Equity Income Fund II (EOS)</FONT></TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: center"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif; font-size: 10pt">811-21670</FONT></TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: center"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif; font-size: 10pt">333-229448</FONT></TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; border-left: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif; font-size: 10pt">Eaton Vance Floating-Rate Income Trust (EFT)</FONT></TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: center"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif; font-size: 10pt">811-21574</FONT></TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: center"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif; font-size: 10pt">333-231534</FONT></TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; border-left: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif; font-size: 10pt">Eaton Vance Municipal Income Trust (EVN)</FONT></TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: center"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif; font-size: 10pt">811-09141</FONT></TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: center"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif; font-size: 10pt">333-233835</FONT></TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; border-left: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif; font-size: 10pt">Eaton Vance National Municipal Opportunities Trust (EOT)</FONT></TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: center"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif; font-size: 10pt">811-22269</FONT></TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: center"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif; font-size: 10pt">333-234007</FONT></TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; border-left: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif; font-size: 10pt">Eaton Vance Senior Floating-Rate Trust (EFR)</FONT></TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: center"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif; font-size: 10pt">811-21411</FONT></TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: center"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif; font-size: 10pt">333-229695</FONT></TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; border-left: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif; font-size: 10pt">Eaton Vance Senior Income Trust (EVF)</FONT></TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: center"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif; font-size: 10pt">811-09013</FONT></TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: center"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif; font-size: 10pt">333-227968</FONT></TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; border-left: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif; font-size: 10pt">Eaton Vance Tax-Advantaged Dividend Income Fund (EVT)</FONT></TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: center"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif; font-size: 10pt">811-21400</FONT></TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: center"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif; font-size: 10pt">333-230093</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; border-left: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif; font-size: 10pt">Eaton Vance Tax-Advantaged Global Dividend Opportunities Fund (ETO)</FONT></TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: center"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif; font-size: 10pt">811-21519</FONT></TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: center"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif; font-size: 10pt">333-255236</FONT></TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; border-left: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif; font-size: 10pt">Eaton Vance Tax-Managed Buy-Write Income Fund (ETB)</FONT></TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: center"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif; font-size: 10pt">811-21676</FONT></TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: center"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif; font-size: 10pt">333-256242</FONT></TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; border-left: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif; font-size: 10pt">Eaton Vance Tax-Managed Buy-Write Opportunities Fund (ETV)</FONT></TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: center"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif; font-size: 10pt">811-21735</FONT></TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: center"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif; font-size: 10pt">333-236939</FONT></TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; border-left: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif; font-size: 10pt">Eaton Vance Tax-Managed Diversified Equity Income Fund (ETY)</FONT></TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: center"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif; font-size: 10pt">811-21832</FONT></TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: center"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif; font-size: 10pt">333-229445</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; border-left: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif; font-size: 10pt">Eaton Vance Tax-Managed Global Buy-Write Opportunities Fund (ETW)</FONT></TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: center"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif; font-size: 10pt">811-21745</FONT></TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: center"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif; font-size: 10pt">333-255148</FONT></TD></TR>
  <TR STYLE="vertical-align: bottom">
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; border-left: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif; font-size: 10pt">Eaton Vance Tax-Managed Global Diversified Equity Income Fund (EXG)</FONT></TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: center"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif; font-size: 10pt">811-21973</FONT></TD>
    <TD STYLE="border-right: Black 1pt solid; border-bottom: Black 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: center"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif; font-size: 10pt">333-229446</FONT></TD></TR>
  </TABLE>
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<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0; text-indent: 0.5in">IN WITNESS WHEREOF we have hereunto set our hands on
the date set forth opposite our respective signatures.</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="width: 100%; font: 11pt Calibri, Helvetica, Sans-Serif; border-collapse: collapse">
  <TR STYLE="vertical-align: top">
    <TD STYLE="width: 29%; padding-right: 5.4pt; padding-left: 5.4pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif; font-size: 10pt">Signature</FONT></TD>
    <TD STYLE="width: 49%; padding-right: 5.4pt; padding-left: 5.4pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif; font-size: 10pt">Title</FONT></TD>
    <TD STYLE="width: 22%; padding-right: 5.4pt; padding-left: 5.4pt"><FONT STYLE="font-family: Arial, Helvetica, Sans-Serif; font-size: 10pt">Date</FONT></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt">
    <P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0">&nbsp;</P>
    <P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0"><U>/s/ Edward J. Perkin</U></P>
    <P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0">Edward J. Perkin</P>
    <P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0">&nbsp;</P></TD>
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt">
    <P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0">&nbsp;</P>
    <P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0">&nbsp;</P>
    <P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0">President and Principal Executive Officer of EOI, EOS, EVT, ETO, ETB, ETV,
    ETY, ETW and EXG</P></TD>
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt">
    <P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0">&nbsp;</P>
    <P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0">June 18, 2021</P>
    <P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0">&nbsp;</P></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt">
    <P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0"><U>/s/ Eric A. Stein</U></P>
    <P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0">Eric A. Stein</P>
    <P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0">&nbsp;</P></TD>
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt">
    <P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0">&nbsp;</P>
    <P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0">President and Principal Executive Officer of EFT, EVN, EOT, EFR and EVF</P></TD>
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt">
    <P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0">&nbsp;</P>
    <P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0">June 18, 2021</P>
    <P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0">&nbsp;</P></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt">
    <P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0"><U>/s/ James F. Kirchner</U></P>
    <P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0">James F. Kirchner</P>
    <P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0">&nbsp;</P></TD>
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt">
    <P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0">&nbsp;</P>
    <P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0">Treasurer and Principal Financial and Accounting Officer</P>
    <P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0">&nbsp;</P></TD>
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt">
    <P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0">&nbsp;</P>
    <P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0">June 18, 2021</P>
    <P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0">&nbsp;</P></TD></TR>
  </TABLE>
<P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="width: 100%; border-collapse: collapse">
  <TR STYLE="vertical-align: top">
    <TD STYLE="width: 29%; padding-right: 5.4pt; padding-left: 5.4pt">
    <P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0"><U>/s/ Thomas E. Faust Jr.</U></P>
    <P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0">Thomas E. Faust Jr.</P>
    <P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0">&nbsp;</P></TD>
    <TD STYLE="width: 49%; padding-right: 5.4pt; padding-left: 5.4pt">
    <P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0">&nbsp;</P>
    <P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0">Trustee</P></TD>
    <TD STYLE="width: 22%; padding-right: 5.4pt; padding-left: 5.4pt">
    <P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0">&nbsp;</P>
    <P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0">June 18, 2021</P>
    <P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0">&nbsp;</P></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt">
    <P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0">&nbsp;</P>
    <P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0"><U>/s/ Mark R. Fetting</U></P>
    <P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0">Mark R. Fetting</P>
    <P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0">&nbsp;</P></TD>
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt">
    <P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0">&nbsp;</P>
    <P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0">&nbsp;</P>
    <P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0">Trustee</P></TD>
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt">
    <P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0">&nbsp;</P>
    <P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0">June 18, 2021</P>
    <P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0">&nbsp;</P></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt">
    <P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0"><U>/s/ Cynthia E. Frost</U></P>
    <P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0">Cynthia E. Frost</P>
    <P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0">&nbsp;</P></TD>
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt">
    <P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0">&nbsp;</P>
    <P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0">Trustee</P>
    <P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0">&nbsp;</P></TD>
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt">
    <P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0">&nbsp;</P>
    <P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0">June 18, 2021</P>
    <P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0">&nbsp;</P></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt">
    <P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0"><U>/s/ George J. Gorman</U></P>
    <P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0">George J. Gorman</P></TD>
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt">
    <P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0">&nbsp;</P>
    <P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0">Trustee</P>
    <P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0">&nbsp;</P></TD>
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt">
    <P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0">&nbsp;</P>
    <P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0">June 18, 2021</P>
    <P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0">&nbsp;</P></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt">
    <P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0"><U>/s/ Valerie A. Mosley</U></P>
    <P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0">Valerie A. Mosley</P></TD>
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt">
    <P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0">&nbsp;</P>
    <P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0">Trustee</P>
    <P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0">&nbsp;</P></TD>
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt">
    <P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0">&nbsp;</P>
    <P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0">June 18, 2021</P>
    <P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0">&nbsp;</P></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt">
    <P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0"><U>/s/ William H. Park</U></P>
    <P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0">William H. Park</P></TD>
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt">
    <P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0">&nbsp;</P>
    <P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0">Trustee</P>
    <P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0">&nbsp;</P></TD>
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt">
    <P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0">&nbsp;</P>
    <P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0">June 18, 2021</P>
    <P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0">&nbsp;</P></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt">
    <P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0"><U>/s/ Helen Frame Peters</U></P>
    <P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0">Helen Frame Peters</P></TD>
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt">
    <P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0">&nbsp;</P>
    <P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0">Trustee</P>
    <P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0">&nbsp;</P></TD>
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt">
    <P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0">&nbsp;</P>
    <P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0">June 18, 2021</P>
    <P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0">&nbsp;</P></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt">
    <P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0"><U>/s/ Keith Quinton</U></P>
    <P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0">Keith Quinton</P></TD>
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt">
    <P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0">&nbsp;</P>
    <P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0">Trustee</P>
    <P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0">&nbsp;</P></TD>
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt">
    <P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0">&nbsp;</P>
    <P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0">June 18, 2021</P>
    <P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0">&nbsp;</P></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt">
    <P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0"><U>/s/ Marcus L. Smith</U></P>
    <P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0">Marcus L. Smith</P></TD>
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt">
    <P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0">&nbsp;</P>
    <P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0">Trustee</P>
    <P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0">&nbsp;</P></TD>
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt">
    <P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0">&nbsp;</P>
    <P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0">June 18, 2021</P>
    <P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0">&nbsp;</P></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt">
    <P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0"><U>/s/ Susan J. Sutherland</U></P>
    <P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0">Susan J. Sutherland</P></TD>
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt">
    <P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0">&nbsp;</P>
    <P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0">Trustee</P>
    <P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0">&nbsp;</P></TD>
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt">
    <P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0">&nbsp;</P>
    <P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0">June 18, 2021</P>
    <P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0">&nbsp;</P></TD></TR>
  <TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt">
    <P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0"><U>/s/ Scott E. Wennerholm</U></P>
    <P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0">Scott E. Wennerholm</P></TD>
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt">
    <P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0">&nbsp;</P>
    <P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0">Trustee</P>
    <P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0">&nbsp;</P></TD>
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt">
    <P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0">&nbsp;</P>
    <P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0">June 18, 2021</P>
    <P STYLE="font: 10pt Arial, Helvetica, Sans-Serif; margin: 0">&nbsp;</P></TD></TR>
  </TABLE>
<P STYLE="font: 10pt/107% Arial, Helvetica, Sans-Serif; margin: 0 0 8pt">&nbsp;</P>


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end
</TEXT>
</DOCUMENT>
<DOCUMENT>
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<SEQUENCE>10
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<DESCRIPTION>GRAPHIC
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end
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
