EATON VANCE SENIOR INCOME TRUST
DEF 14A, 1999-09-07
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                                  SCHEDULE 14A
                                 (Rule 14a-101)

                     INFORMATION REQUIRED IN PROXY STATEMENT
                            SCHEDULE 14A INFORMATION

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

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

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

- --------------------------------------------------------------------------------
                         Eaton Vance Senior Income Trust
                (Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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

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

(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------

(3) Per unit price or other underlying value of transaction computed pursuant to
Exchange  Act Rule  0-11  (set  forth the  amount  on which  the  filing  fee is
calculated and state how it was determined):
- --------------------------------------------------------------------------------

(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------

(5) Total fee paid:
- --------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
- --------------------------------------------------------------------------------
[ ] Check box if any part of the fee is offset as provided by Exchange  Act Rule
0-11(a)(2)  and  identify  the  filing  for  which the  offsetting  fee was paid
previously.  Identify the previous filing by registration  statement  number, or
the form or schedule and the date of its filing.

(1) Amount Previously Paid:
- --------------------------------------------------------------------------------

(2) Form, Schedule or Registration Statement no.:
- --------------------------------------------------------------------------------

(3) Filing Party:
- --------------------------------------------------------------------------------

(4) Date Filed:
- --------------------------------------------------------------------------------
<PAGE>


                         EATON VANCE SENIOR INCOME TRUST
                            THE EATON VANCE BUILDING
                                255 STATE STREET
                           BOSTON, MASSACHUSETTS 02109

                                                               September 7, 1999


Dear Shareholder:

     You are cordially  invited to attend the Annual Meeting of  Shareholders of
Eaton Vance Senior Income Trust (the "Fund") to be held at the principal  office
of the Fund, The Eaton Vance Building, 255 State Street,  Boston,  Massachusetts
02109, on Tuesday, October 26, 1999 at 1:30 P.M. (Boston time).

     This meeting will give you an  opportunity to hear a report on the Fund and
you will be asked to consider  the  election of Trustees and the approval of the
Fund's independent  certified public  accountants.  The enclosed proxy statement
contains additional information regarding these proposals.

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

                                               Sincerely,

                                               /s/ James B. Hawkes

                                               James B. Hawkes
                                               President and Trustee


                                    IMPORTANT

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

                         EATON VANCE SENIOR INCOME TRUST


                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
                      TO BE HELD TUESDAY, OCTOBER 26, 1999

     The Annual  Meeting of  Shareholders  of Eaton Vance Senior Income Trust, a
Massachusetts  business trust (the "Fund"), will be held at the principal office
of the Fund, The Eaton Vance Building, 255 State Street,  Boston,  Massachusetts
02109,  on  Tuesday,  October  26,  1999 at 1:30  P.M.  (Boston  time),  for the
following purposes:

         1.       To elect three Trustees of the Fund.

         2.       To  ratify  the   selection   of  Deloitte  &  Touche  LLP  as
                  independent  certified public  accountants of the Fund for the
                  fiscal year ending June 30, 2000.

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

     The Board of Trustees has fixed the close of business on August 30, 1999 as
the record date for the  determination  of the shareholders of the Fund entitled
to notice of and to vote at the meeting and any adjournments thereof.

                                               By Order of the Board of Trustees

                                               /s/ Alan R. Dynner

                                               Alan R. Dynner
                                               Secretary

September 7, 1999
Boston, Massachusetts

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

                         EATON VANCE SENIOR INCOME TRUST
                            THE EATON VANCE BUILDING
                                255 STATE STREET
                           BOSTON, MASSACHUSETTS 02109



                                 PROXY STATEMENT


     A proxy is  enclosed  with the  foregoing  Notice of the Annual  Meeting of
Shareholders of Eaton Vance Senior Income Trust (the "Fund"), to be held October
26, 1999 for the benefit of shareholders  who do not expect to be present at the
meeting. This proxy is solicited on behalf of the Board of Trustees of the Fund,
and is revocable by the person  giving it prior to exercise by a signed  writing
filed with the Fund's  Secretary,  or by executing and  delivering a later dated
proxy,  or by attending the meeting and voting the shares in person.  Each proxy
will be voted in accordance with its  instructions;  if no instruction is given,
an executed proxy will authorize the persons named as attorneys, or any of them,
to vote in favor of each such  matter.  This proxy  material is being  mailed to
shareholders on or about September 7, 1999.

     The Board of Trustees  of the Fund has fixed the close of  business  August
30, 1999, as the record date for the determination of the shareholders  entitled
to  notice  of  and to  vote  at  the  meeting  and  any  adjournments  thereof.
Shareholders at the close of business on the record date will be entitled to one
vote for each share held. As of August 30, 1999, there were 35,660,000 shares of
beneficial  interest,  $.01 par value per share of the Fund  outstanding.  As of
such date, no  shareholder  beneficially  owned more than 5% of the  outstanding
shares. The Trustees and officers of the Fund, as a group, own beneficially less
than 1% of the shares of the Fund.

     The Board of  Trustees  of the Fund  knows of no  business  other than that
mentioned in Items 1 and 2 of the Notice of Meeting  which will be presented for
consideration.  If any other matters are properly presented, it is the intention
of the persons  named as attorneys in the enclosed  proxy to vote the proxies in
accordance with their judgment on such matters.

                        PROPOSAL 1. ELECTION OF TRUSTEES

     The Fund's  Declaration  of Trust provides that the Board of Trustees shall
be  divided  into  three  classes.  The term of office  of the Class I  Trustees
expires on the date of the 1999  Annual  Meeting,  and the term of office of the
Class II and Class  III  Trustees  will  expire  one and two  years  thereafter,
respectively.  Trustees  chosen to succeed the Trustees whose terms are expiring
will be elected for a three-year  term. An effect of staggered terms is to limit
the ability of entities or persons to acquire control of the Fund.

     The Fund's  Declaration  of Trust  provides that a majority of the Trustees
shall fix the number of the entire  Board and that such number shall be at least
two and no greater than  fifteen.  The Board has fixed the number of Trustees at
seven.  Proxies will be voted for the election of the following  three nominees.
Each nominee is presently  serving as a Trustee and has consented to continue to
so serve.  In the event that a nominee is unable to serve for any reason  (which
is not now expected) when the election occurs,  the  accompanying  Proxy will be
voted for such other person or persons as the Board of Trustees may recommend.

                                       1
<PAGE>

     The  nominees  to serve  until  the 1999  Annual  Meeting  are  Jessica  M.
Bibliowicz, Donald R. Dwight and James B. Hawkes. The Trustees serving until the
2000 Annual Meeting are Samuel L. Hayes, III and Norton H. Reamer.  The Trustees
serving until the 2001 Annual Meeting are Lynn A. Stout and Jack L. Treynor.

     The nominees and Trustees and their principal  occupations for at least the
last five years are as follows.

     The  nominee  whose name is followed by an  asterisk(*)  is an  "interested
person" (as defined in the  Investment  Company Act of 1940 (the "1940 Act")) by
reason of his affiliations  with Eaton Vance Management ("EVM" or "Eaton Vance")
the Fund's investment adviser,  and Eaton Vance Corp. ("EVC"), a holding company
which owns all of the  outstanding  stock of EVM;  and of EVM's  trustee,  Eaton
Vance,  Inc.  ("EV"),  which is a wholly-owned  subsidiary of EVC. (EVM, EVC and
their   affiliates  are  sometimes   referred  to   collectively   as  the  "EVC
organization".)  The nominee whose name is followed by two asterisks  (**) is an
"interested person" because of her affiliation with a brokerage firm.

<TABLE>
                                    TRUSTEES

                                                                                          SHARES BENEFICIALLY
NAME AND                                       PRINCIPAL OCCUPATION(S) OVER                     OWNED ON
OTHER INFORMATION                                     PAST FIVE YEARS                        AUGUST 30, 1999
- -----------------                                     ---------------                        ---------------

                             (TRUSTEE NOMINEES FOR ELECTION IN 1999)

<S>                                         <C>                                                     <C>
JAMES B. HAWKES*                            President   of  the  Fund  and  a  Trustee.              -0-
Age:   57;  has  been  a  Trustee  and      Chairman,  President  and  Chief  Executive
President since October 19, 1998.           Officer of EVM, EVC and EV (since  November
                                            1,  1996, prior to  which  he was Executive
                                            Vice   President)  and  a Director  of  EVC
                                            and  EV. He also serves as a Trustee and/or
                                            Officer of 79 investment companies  advised
                                            or administered by  EVM and its affiliates.

JESSICA M. BIBLIOWICZ**                     Ms.   Bibliowicz  is  President  and  Chief              -0-
Age:  39;  has  been a  Trustee  since      Executive  Officer  of  National  Financial
February 22, 1999.                          Partners  (a  financial  services  company)
                                            (since  April   1999).   She  was  formerly
                                            President  and Chief  Operating  Officer of
                                            John   A.   Levin  &  Co.   (a   registered
                                            investment  advisor)  (July  1997 to  April
                                            1999) and a Director  of Baker,  Fentress &
                                            Company  which  owns  John  A.  Levin & Co.
                                            (July 1997 to April 1999).  Prior  thereto,
                                            she was Executive  Vice  President of Smith
                                            Barney  Mutual  Funds  (from  July  1994 to
                                            June  1997).  She also  serves as a Trustee
                                            of  73  investment   companies  advised  or
                                            administered by EVM and its affiliates.

                                       2
<PAGE>

DONALD R. DWIGHT                            Mr.    Dwight   is   President   of   Dwight              -0-
Age:  68;  has  been a  Trustee  since      Partners,  Inc. (a  corporate  relations and
September 23, 1998.                         communications   company).  He  is  also   a
                                            Trustee/Director of the  Royce Funds (mutual
                                            funds).  He also serves as a  Trustee  of 79
                                            investment companies advised or administered
                                            by EVM and its affiliates.

                            (OTHER CURRENT TRUSTEES)


SAMUEL L. HAYES, III                        Dr. Hayes is the Jacob H. Schiff  Professor              -0-
Age:  64;  has  been a  Trustee  since      of  Investment  Banking  Emeritus,  Harvard
September 23, 1998.                         University   Graduate  School  of  Business
                                            Administration.  He is  also a  Trustee  of
                                            the  Kobrick   Investment   Trust   (mutual
                                            funds).  He also  serves as a Trustee of 79
                                            investment     companies     advised     or
                                            administered by EVM and its affiliates.

NORTON H. REAMER                            Mr.  Reamer  is  Chairman  of the Board and              -0-
Age:  63,  has  been a  Trustee  since      Chief  Executive   Officer,   United  Asset
September 23, 1998.                         Management  Corporation (a holding  company
                                            owning institutional  investment management
                                            firms).   He  also   serves  as   Chairman,
                                            President and  Director,  UAM Funds (mutual
                                            funds).  He also  serves as a Trustee of 79
                                            investment     companies     advised     or
                                            administered by EVM and its affiliates.

LYNN A. STOUT                               Ms. Stout is  Professor of Law,  Georgetown              -0-
Age:  41,  has  been a  Trustee  since      University  Law Center.  She also serves as
February 22, 1999.                          a  Trustee  of  74   investment   companies
                                            advised  or  administered  by EVM  and  its
                                            affiliates.

JACK L. TREYNOR                             Mr.  Treynor is an  investment  advisor and              -0-
Age:  69;  has  been a  Trustee  since      consultant.  He also  serves  as a  Trustee
September 23, 1998.                         of  75  investment   companies  advised  or
                                            administered by EVM and its affiliates.
</TABLE>

     During the fiscal year ended June 30,  1999,  the  Trustees of the Fund met
six times,  the Special  Committee  met four times and the Audit  Committee  met
once.  Each Trustee of the Fund listed above attended at least 75% of such Board
and committee meetings on which he or she serves.

                                       3
<PAGE>

     The  Nominating  Committee  is  comprised  of all the  Trustees who are not
"interested persons" as that term is defined under the 1940 Act. Messrs. Treynor
(Chairman),  Dwight,  Hayes,  Reamer and Ms. Stout are currently  serving on the
Committee.  The purpose of the  Committee is to recommend to the Board  nominees
for the position of noninterested trustee and to assure that at least a majority
of the Board of Trustees is independent of Eaton Vance and its  affiliates.  The
Board will,  when a vacancy exists or is  anticipated,  consider any nominee for
trustee  recommended by a shareholder if such recommendation is submitted to the
Board in writing and contains sufficient background  information  concerning the
individual  to  enable  a  proper  judgment  to be made as to such  individual's
qualifications.

     Messrs. Hayes (Chairman),  Dwight,  Reamer and Ms. Stout are members of the
Special  Committee  of the Board of  Trustees  of the Fund.  The  purpose of the
Special Committee is to consider,  evaluate and make recommendations to the full
Board concerning (i) all contractual  arrangements with service providers to the
Fund, including investment advisory, administrative,  transfer agency, custodial
and fund  accounting  and  distribution  services  (if any),  and (ii) all other
matters in which  Eaton  Vance or its  affiliates  has any  actual or  potential
conflict of interest with the Fund or its shareholders.

     Messrs. Treynor (Chairman) and Dwight are members of the Audit Committee of
the Board of  Trustees  of the Fund.  The Audit  Committee's  functions  include
making  recommendations  to the Board regarding the selection of the independent
certified  public  accountants,  and reviewing  matters  relative to trading and
brokerage  policies  and  practices,   accounting  and  auditing  practices  and
procedures,  accounting records, internal accounting controls, and the functions
performed by the custodian,  transfer agent and dividend disbursing agent of the
Fund.

REMUNERATION OF TRUSTEES

     The fees and expenses of those  Trustees of the Fund who are not members of
the Eaton Vance  organization  will be paid by the Fund.  During the period from
the start of business  October 30, 1998 to the fiscal year ended June 30,  1999,
the  noninterested  Trustees  of  the  Fund  earned  no  compensation  in  their
capacities  as Trustees of the Fund,  and for the year ended  December  31, 1998
earned the following  compensation in their  capacities as Trustees of the funds
in the Eaton Vance fund complex(1):

<TABLE>
                                                                    PENSION OR
                                                                    RETIREMENT
                                                                     BENEFITS              TOTAL
                                           AGGREGATE                ACCRUED AS         COMPENSATION
NAME OF                                  COMPENSATION              PART OF FUND          FROM FUND
TRUSTEE                                  FROM FUND(2)                EXPENSES        AND FUND COMPLEX
- -------                                  ------------                --------        ----------------

<S>                                           <C>                  <C>                    <C>
Jessica M. Bibliowicz                         $0                          --               $ 33,334
Donald R. Dwight                               0                    $ 60,000                160,000
Samuel L. Hayes, III                           0                      41,563                170,000
Norton H. Reamer                               0                          --                160,000
Lynn A. Stout                                  0                          --                 32,842
Jack L. Treynor                                0                          --                170,000
</TABLE>

(1)  As of  August  1,  1999,  the  Eaton  Vance  fund  complex  consists  of 79
     registered investment companies or series thereof.

(2)  It is estimated that the noninterested  Trustees will receive the following
     amounts from the Fund for the fiscal year ending June 30, 2000:  Bibliowicz
     -  $3,751;  Dwight - $ 2,998;  Hayes -  $3,278;  Reamer -  $3,195;  Stout -
     $3,510; and Treynor - $3,608.

                                       4
<PAGE>

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

     The Fund's  Declaration  of Trust states that the Trustees shall be elected
by the affirmative  vote of a majority of the Fund's shares voting at the Annual
Meeting.

     THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE ELECTION OF
THE THREE NOMINEES TO THE FUND'S BOARD OF TRUSTEES.

                PROPOSAL 2. SELECTION OF INDEPENDENT ACCOUNTANTS

     The Board of Trustees  has  selected  Deloitte & Touche LLP as  independent
certified  public  accountants  for the Fund for the fiscal year ending June 30,
2000.  Shareholders are being asked to ratify the selection of Deloitte & Touche
LLP to perform audit services for the Fund.

     Deloitte & Touche LLP has acted as independent certified public accountants
for the Fund  since the Fund's  inception  in 1998.  The  services  provided  by
Deloitte & Touche LLP include the  examination  of the Fund's  annual  financial
statements,  assistance  and  consultation  in connection  with  Securities  and
Exchange  Commission  filings,  and the  review of tax  matters on behalf of the
Fund.

     Deloitte & Touche LLP is expected to be represented at the Annual  Meeting,
but, if not, a representative of that firm will be available by telephone should
the need for consultation arise.

     THE BOARD OF TRUSTEES,  INCLUDING  THOSE  TRUSTEES  WHO ARE NOT  INTERESTED
PERSONS OF THE FUND,  RECOMMENDS A VOTE FOR THE RATIFICATION OF THE SELECTION OF
DELOITTE & TOUCHE LLP AS INDEPENDENT ACCOUNTANTS OF THE FUND FOR THE FISCAL YEAR
ENDING JUNE 30, 2000.

                       NOTICE TO BANKS AND BROKER/DEALERS

     The Fund has previously solicited all Nominee and Broker/Dealer accounts as
to the  number of  additional  proxy  statements  required  to supply  owners of
shares.  Should  additional  proxy material be required for  beneficial  owners,
please forward such requests to First Data Investor  Services Group,  Attention:
Mr. Joseph P. Lundbohm, P.O. Box 8030, Boston, MA 02266.

                             ADDITIONAL INFORMATION

OFFICERS OF THE FUND

     The officers of the Fund, with their ages indicated in parenthesis,  are as
follows: James B. Hawkes (57), President; Scott H. Page (39), Vice President and
Co-Portfolio  Manager,  and Vice  President of Eaton Vance;  Payson F. Swaffield
(43),  Vice  President and  Co-Portfolio  Manager,  and Vice  President of Eaton
Vance;  Michael W. Weilheimer (38), Vice President,  and Vice President of Eaton

                                       5
<PAGE>

Vance; Alan R. Dynner (58), Secretary,  and Vice President of Eaton Vance; James
L.  O'Connor  (54),  Treasurer,  and Vice  President of Eaton Vance;  Barbara E.
Campbell (42), Assistant Treasurer,  and Vice President of Eaton Vance; Janet E.
Sanders (63), Assistant Treasurer and Assistant Secretary, and Vice President of
Eaton Vance;  A. John Murphy (36),  Assistant  Secretary,  and Vice President of
Eaton Vance; and Eric G. Woodbury (42), Assistant Secretary,  and Vice President
of Eaton  Vance.  All of the  officers  of the Fund have been  employed by Eaton
Vance or their predecessors for more than five years except Mr. Dynner who was a
Partner of the law firm of  Kirkpatrick & Lockhart LLP, New York and  Washington
D.C.,  and Executive Vice  President of Neuberger & Berman  Management,  Inc., a
mutual fund  management  company  prior to  November  1, 1996.  Because of their
positions with Eaton Vance and their ownership of Eaton Vance Corp.  stock,  the
officers of the Fund will benefit from the advisory and administration fees paid
by the Fund to Eaton  Vance.  As of the record  date,  the  officers of the Fund
owned 5,000 shares.

     Eaton  Vance  Management  with its  principal  office  at The  Eaton  Vance
Building,  255  State  Street,  Boston,   Massachusetts  02109,  serves  as  the
investment  adviser and  administrator to the Fund. As of the record date, Eaton
Vance owned 381,500 shares of the Fund.

     The expense of  preparing,  printing and mailing this Proxy  Statement  and
enclosures  and the  costs of  soliciting  proxies  on  behalf  of the  Board of
Trustees of the Fund will be borne by the Fund.  Proxies  will be  solicited  by
mail and may be solicited in person or by  telephone,  telegraph or facsimile by
officers of the Fund,  by personnel of its  administrator,  Eaton Vance,  by the
transfer agent,  First Data Investor Services Group, or by broker-dealer  firms.
The  expenses  connected  with the  solicitation  of these  proxies and with any
further  proxies which may be solicited by the Fund's  officers,  by Eaton Vance
personnel,  by the transfer  agent,  First Data Investor  Services  Group, or by
broker-dealer  firms, in person,  or by telephone,  by telegraph or by facsimile
will be borne by the Fund.  A written  proxy may be delivered to the Fund or its
transfer agent prior to the meeting by facsimile machine,  graphic communication
equipment or similar  electronic  transmission.  The Fund will reimburse  banks,
broker-dealer  firms, and other persons holding shares registered in their names
or in the names of their nominees,  for their expenses incurred in sending proxy
material to and obtaining proxies from the beneficial owners of such shares.
Total estimated costs are $15,000.

     All proxy  cards  solicited  by the  Board of  Trustees  that are  properly
executed and received by the Secretary  prior to the meeting,  and which are not
revoked,  will be voted at the meeting.  Shares represented by such proxies will
be voted in accordance with the  instructions  thereon.  If no  specification is
made on the proxy card with  respect to  Proposals 1 and 2, it will be voted for
the  matters  specified  on the proxy card.  For  purposes  of  determining  the
presence or absence of a quorum and for  determining  whether  sufficient  votes
have been  received  for approval of any matter to be acted upon at the meeting,
abstentions  and broker  non-votes  (i.e.,  proxies  from  brokers  or  nominees
indicating that such persons have not received  instructions from the beneficial
owner or other  person  entitled  to vote  shares on a  particular  matter  with
respect to which the brokers or nominees do not have  discretionary  power) will
be treated as shares  that are  present at the  meeting  but which have not been
voted.  Accordingly,  abstentions  and broker  non-votes will assist the Fund in
obtaining a quorum but will have no effect on the outcome of Proposals 1 and 2.

     In the event that sufficient votes by the shareholders of the Fund in favor
of any  Proposal  set forth in the Notice of this  meeting  are not  received by
October 26, 1999,  the persons  named as  attorneys  in the  enclosed  proxy may
propose one or more  adjournments of the meeting to permit further  solicitation
of proxies.  A shareholder  vote may be taken on one or more of the Proposals in
this Proxy  Statement  prior to such  adjournment if sufficient  votes have been
received and it is otherwise appropriate. Any such adjournment will require the

                                       6
<PAGE>

affirmative vote of the holders of a majority of the shares present in person or
by proxy at the session of the  meeting to be  adjourned.  The persons  named as
attorneys in the  enclosed  proxy will vote in favor of such  adjournment  those
proxies  which  they are  entitled  to vote in favor of the  Proposal  for which
further  solicitation  of proxies is to be made. They will vote against any such
adjournment those proxies required to be voted against such Proposal.  The costs
of any such additional  solicitation and of any adjourned  session will be borne
by the Fund.

     THE FUND  WILL  FURNISH,  WITHOUT  CHARGE A COPY OF THE  FUND'S  ANNUAL  OR
SEMI-ANNUAL  REPORTS TO ANY SHAREHOLDER UPON REQUEST.  SHAREHOLDERS  DESIRING TO
OBTAIN A COPY OF SUCH REPORT  SHOULD  WRITE TO THE FUND C/O FIRST DATA  INVESTOR
SERVICES GROUP,  ATTN: MR. JOSEPH P. LUNDBOHM,  P.O. BOX 8030, BOSTON, MA 02266,
OR CALL 1-800-331-1710.

                              SHAREHOLDER PROPOSALS

     Any  proposals  of  shareholders  that are  intended to be presented at the
Fund's  2000  Annual  Meeting of  Shareholders  must be  received  at the Fund's
principal  office no later  than June 15,  2000 and must  comply  with all legal
requirements  in order to be included in the Fund's proxy  statement and form of
proxy for that meeting.


                                                 EATON VANCE SENIOR INCOME TRUST


September 7, 1999

                                       7
<PAGE>


                                      PROXY

                         EATON VANCE SENIOR INCOME TRUST

                ANNUAL MEETING OF SHAREHOLDERS, OCTOBER 26, 1999
                 PROXY SOLICITED ON BEHALF OF BOARD OF TRUSTEES



     The  undersigned  holder of shares of  beneficial  interest  of Eaton Vance

Senior  Income  Trust,  a  Massachusetts  business  trust (the  "Fund"),  hereby

appoints JAMES B. HAWKES, ALAN R. DYNNER and ERIC G. WOODBURY, and each of them,

with full power of  substitution  and  revocation,  as proxies to represent  the

undersigned at the Annual Meeting of  Shareholders of the Fund to be held at the

principal  office  of the Fund,  The Eaton  Vance  Building,  255 State  Street,

Boston,  Massachusetts 02109, on Tuesday,  October 26, 1999 at 1:30 P.M., and at

any and all adjournments  thereof, and to vote all shares of beneficial interest

of the Fund which the undersigned would be entitled to vote, with all powers the

undersigned  would  possess  if  personally  present,  in  accordance  with  the

instructions on this proxy.

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


[SEE REVERSE        CONTINUED AND TO BE SIGNED ON REVERSE SIDE     [SEE REVERSE
   SIDE]                                                               SIDE]
<PAGE>

       PLEASE MARK
[ X ]  VOTES AS IN
       THIS EXAMPLE.

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

1. To elect three Trustees of the Fund as follows:
   NOMINEES:  Jessica M. Bibliowicz, Donald R. Dwight
              and James B. Hawkes


     FOR                     WITHHELD
     ALL     [  ]     [  ]   FROM ALL
   NOMINEES                  NOMINEES

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

                                             FOR    AGAINST   ABSTAIN
2. To ratify the  selection of Deloitte &    [ ]      [ ]       [ ]
   Touche LLP as  independent certified
   public accountants for the Fund for
   the fiscal year ending June 30, 2000.


                        MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT  [  ]

                        MARK HERE FOR COMMENT AND NOTE AT LEFT         [  ]


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


Signature:______________Date:________  Signature:__________________ Date:_______


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