REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
To the Trustees and Shareholders of Eaton Vance Tax-Advantaged Dividend Income Fund:
In planning and performing our audit of the financial statements of Eaton Vance Tax-Advantaged Dividend Income Fund (the “Fund”) as of and for the year ended October
31, 2023, in accordance with the standards
of the Public Company Accounting Oversight Board (United States)
(PCAOB), we considered the Fund’s internal
control over financial reporting, including controls over safeguarding securities, as a basis for designing
our auditing procedures for the purpose of expressing our opinion on the financial statements and to comply with the requirements of Form N-CEN, but not for the purpose of expressing an opinion
on the effectiveness of the Fund’s internal control
over financial reporting. Accordingly, we
express no such opinion.
The management of the Fund is responsible for establishing and maintaining effective internal control over financial reporting. In fulfilling this responsibility, estimates and judgments by management are required to assess the expected benefits and related costs of controls.
A fund’s internal
control over financial reporting is a process designed to provide
reasonable assurance
regarding the reliability of financial
reporting and the preparation of financial
statements for external
purposes in accordance with generally accepted accounting
principles. A fund’s internal control over financial reporting includes those
policies and procedures that (1) pertain
to the maintenance of records
that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the fund; (2) provide
reasonable assurance
that transactions are recorded as necessary
to permit preparation of financial
statements in accordance with generally
accepted accounting principles, and that receipts
and expenditures of the fund are being made only in accordance with authorizations of management and
trustees of the fund; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use, or
disposition of a fund’s assets
that could have a
material effect on
the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent
or detect misstatements. Also, projections of any evaluation of effectiveness to future periods
are subject to the risk that controls may become inadequate because of changes
in conditions, or that the
degree of compliance with
the policies or procedures may deteriorate.
A deficiency in internal
control over financial reporting exists when the design or operation
of a control does not allow management or employees, in the normal course of performing their assigned
functions, to prevent
or detect misstatements on a timely basis. A material weakness is a deficiency, or a combination of deficiencies, in internal
control over financial
reporting, such that there is a reasonable possibility that a material misstatement of the fund’s annual or interim
financial statements will not be prevented or detected on a timely
basis.
Our consideration of the Fund’s
internal control
over financial reporting was for the limited
purpose described in the first paragraph and would
not necessarily disclose all deficiencies in internal
control that might be material
weaknesses under standards established by the PCAOB. However, we noted no deficiencies in the Fund’s internal control over financial reporting and its operation, including controls for safeguarding
securities, that we consider to be a material weakness, as defined above, as of
October 31, 2023.
This report is intended solely
for the information and use of management and the Trustees
of Eaton Vance Tax-Advantaged Dividend Income Fund and the Securities and Exchange
Commission and is not intended
to be and should not be used
by
anyone other than these specified parties.
/s/ Deloitte & Touche LLP
Boston, Massachusetts
December
19, 2023