Edgar Filing: Eaton Vance Tax-Managed Global Buy-Write Opportunities Fund

PROSPECTUS September 27, 2005
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100,000,000 SHARES

EATON VANCE TAX-MANAGED GLOBAL BUY-WRITE OPPORTUNITIES FUND

COMMON SHARES
[EATON VANCE LOGO]
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INVESTMENT OBJECTIVES. Eaton Vance Tax-Managed Global Buy-Write Opportunities
Fund (the "Fund") is a newly organized, diversified, closed-end management
investment company. The Fund's primary investment objective is to provide
current income and gains, with a secondary objective of capital appreciation. In
pursuing its investment objectives, the Fund will evaluate returns on an
after-tax basis, seeking to minimize and defer shareholder federal income taxes.

PORTFOLIO MANAGEMENT STRATEGIES. Under normal market conditions, the Fund's
investment program will consist primarily of (1) owning a diversified portfolio
of common stocks, a segment of which (the "U.S. Segment") holds stocks of U.S.
issuers and a segment of which (the "International Segment") holds stocks of
non-U.S. issuers, and (2) selling on a continuous basis call options on
broad-based domestic stock indices on at least 80% of the value of the U.S.
Segment and call options on broad-based foreign country and/or regional stock
indices on at least 80% of the value of the International Segment.

INVESTMENT ADVISER AND SUB-ADVISERS. The Fund's investment adviser is Eaton
Vance Management ("Eaton Vance" or the "Adviser"). As of July 31, 2005, Eaton
Vance and its subsidiaries managed approximately $106 billion on behalf of
funds, institutional clients and individuals, including approximately $64.6
billion in equity assets. Eaton Vance has engaged its affiliate, Parametric
Portfolio Associates LLC ("Parametric" or a "Sub-Adviser"), as a sub-adviser to
the Fund. Parametric, founded in 1987, specializes in managing broadly
diversified, risk controlled and tax-efficient portfolios for high net worth and
investment company clients. Parametric managed approximately $12.8 billion in
assets as of July 31, 2005. Eaton Vance has also engaged Rampart Investment
Management Company, Inc. ("Rampart" or a "Sub-Adviser"), as a sub-adviser of the
Fund. Rampart, founded in 1983, specializes in options management and trading
for institutional, high net worth and investment company clients. Rampart
managed approximately $4.48 billion in assets as of June 30, 2005. Eaton Vance
will be responsible for managing the Fund's overall investment program,
providing research support to the Sub-Advisers and supervising the performance
of the Sub-Advisers. Parametric will be responsible for structuring and managing
the Fund's common stock portfolio, including tax-loss harvesting and other
tax-management techniques, relying in part on the fundamental research and
analytical judgments of the Adviser. Parametric has developed specialized
programs and systems that are designed to provide for efficient implementation
of the Fund's strategies. Rampart will be responsible for providing advice on,
and execution of, the Fund's options strategy. (continued on inside front
cover)
BECAUSE THE FUND IS NEWLY ORGANIZED, ITS COMMON SHARES HAVE NO HISTORY OF PUBLIC
TRADING. THE SHARES OF CLOSED-END INVESTMENT COMPANIES OFTEN TRADE AT A DISCOUNT
FROM THEIR NET ASSET VALUE, WHICH MAY INCREASE INVESTORS' RISK OF LOSS.
BEFORE BUYING ANY COMMON SHARES YOU SHOULD READ THE DISCUSSION OF THE MATERIAL
RISKS OF INVESTING IN THE FUND IN "PRINCIPAL RISKS OF THE FUND" BEGINNING ON
PAGE 35 OF THIS PROSPECTUS. CERTAIN OF THE RISKS ARE SUMMARIZED IN "PROSPECTUS
SUMMARY--PRINCIPAL RISKS OF THE FUND" BEGINNING ON PAGE 9.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION 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.

PRICE TO PUBLIC SALES LOAD(2) PROCEEDS TO FUND(3)
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Per Share $20.00 $0.90 $19.10
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Total(1) $2,000,000,000 $90,000,000 $1,910,000,000
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(1) The Fund has granted the underwriters an option to purchase up to
15,000,000 additional common shares at the price to the public, less sales
load, within 45 days of the date of this prospectus solely to cover
over-allotments, if any. If such option is exercised in full, the total
price to public, sales load and proceeds to the Fund will be
$2,300,000,000, $103,500,000 and $2,196,500,000, respectively. See
"Underwriting."
(2) Eaton Vance (not the Fund) has agreed to pay a shareholder servicing fee to
UBS Securities LLC and may also pay additional compensation to certain
qualifying Underwriters. The total compensation received by the
Underwriters will not exceed 9.0% of the aggregate initial offering price
of the common shares offered hereby. See "Underwriting."
(3) In addition to the sales load, the Fund will pay offering expenses of up to
$0.04 per share, estimated to total $4,000,000, which will reduce the
"Proceeds to Fund" (above). Eaton Vance or an affiliate has agreed to pay
the amount by which the aggregate of all of the Fund's offering costs
(other than sales load) exceed $0.04 per share. Eaton Vance or an affiliate
has agreed to reimburse all Fund organizational costs.
The underwriters expect to deliver the common shares to purchasers on or about
September 30, 2005.

UBS INVESTMENT BANK CITIGROUP MERRILL LYNCH & CO.
WACHOVIA SECURITIES A.G. EDWARDS
ADVEST, INC. BANC OF AMERICA SECURITIES LLC ROBERT W. BAIRD & CO.
H&R BLOCK FINANCIAL ADVISORS, DEUTSCHE BANK SECURITIES FERRIS, BAKER WATTS
INC. INCORPORATED
J.J.B. HILLIARD, W.L. LYONS, INC. JANNEY MONTGOMERY SCOTT LLC LEGG MASON WOOD WALKER
INCORPORATED
OPPENHEIMER & CO. RBC CAPITAL MARKETS RAYMOND JAMES WELLS FARGO SECURITIES

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(continued from previous page)

PORTFOLIO CONTENTS. Under normal market conditions, the Fund will invest at
least 80% of its total assets in a diversified portfolio of common stocks of
domestic and foreign issuers. Initially, the U.S. Segment is expected to
represent approximately 50% to 60% of the value of the Fund's stock portfolio
and the International Segment is expected to represent approximately 40% to 50%
of the Fund's stock portfolio. The Fund initially is investing a substantial
portion of its assets in U.S. issuers because the Adviser believes that such
issuers currently provide favorable investment opportunities. These percentages
may vary significantly over time depending upon the Adviser's evaluation of
market circumstances and other factors. Under normal market conditions, the Fund
will invest a substantial portion of its total assets in the securities of
non-U.S. issuers, including American Depositary Receipts ("ADRs"), Global
Depositary Receipts ("GDRs") and European Depositary Receipts ("EDRs"). The Fund
may invest up to 15% of its total assets in securities in emerging markets
issuers.

For the U.S. Segment, the Fund intends initially to write index call options on
the Standard & Poor's 500 Composite Stock Price Index and the NASDAQ-100 Index.
For the International Segment, the Fund intends initially to write index call
options on broad-based foreign country and/or regional stock indices that the
Adviser believes are collectively representative of the International Segment.
Over time, the indices on which the Fund writes call options may vary as a
result of changes in the availability and liquidity of various listed index
options, the Adviser's evaluation of equity market conditions and other factors.
Due to tax considerations, the Fund intends to limit the overlap between its
stock holdings (and any subset thereof) and each index on which it has
outstanding options positions to less than 70% on an ongoing basis.

THE FUND SEEKS TO GENERATE CURRENT EARNINGS FROM OPTION PREMIUMS AND, TO A
LESSER EXTENT, FROM DIVIDENDS ON STOCKS HELD. The Fund intends to employ a
variety of tax-management techniques and strategies as described herein, seeking
in part to minimize the Fund's ordinary income and its net realized short-term
capital gains in excess of net realized long-term capital losses. To the extent
that the Fund's ordinary income and net realized short-term gains over net
realized long-term losses exceed Fund expenses, dividends with respect to such
amounts when paid to Common Shareholders will be taxable as ordinary income.

Under normal market conditions, at least 80% of the value of the Fund's total
assets will be subject to written index call options. Writing index call options
involves a tradeoff between the option premiums received and reduced
participation in potential future stock price appreciation of the Fund's
portfolio of common stocks.

EXCHANGE LISTING. The Fund has been approved for listing of its common shares
("Common Shares") on the New York Stock Exchange under the symbol "ETW." Because
the Fund is newly organized, its Common Shares have no history of public
trading. The shares of closed-end management investment companies frequently
trade at a discount from their net asset value which may increase investor's
risk of loss. The returns earned by holders of the Fund's Common Shares ("Common
Shareholders") who purchase their shares in this offering and sell their shares
below net asset value will be reduced.

Eaton Vance believes that the Fund may be appropriate for investors seeking an
investment vehicle that combines regular distributions with the potential for
capital appreciation. The Fund may be particularly well suited for taxpaying
investors who can benefit from the minimization and deferral of federal income
taxes that the Fund seeks to provide.

The Fund's net asset value and distribution rate will vary and may be affected
by numerous factors, including changes in stock prices, option premiums, market
interest rates, dividend rates and other factors. An investment in the Fund may
not be appropriate for all investors. There is no assurance that the Fund will
achieve its investment objectives.

This Prospectus sets forth concisely information you should know before
investing in the shares of the Fund. Please read and retain this Prospectus for
future reference. A Statement of Additional Information dated September 27,
2005, has been filed with the Securities and Exchange Commission ("SEC") and can
be obtained without charge by calling 1-800-225-6265 or by writing to the Fund.
A table of contents to the Statement of Additional Information is located at
page 63 of this Prospectus. This Prospectus incorporates by reference the entire
Statement of Additional Information. The Statement of Additional Information is
available along with shareholder reports and other Fund-related materials: at
the SEC's public reference room in Washington, DC (call 1-202-942-8090 for
information on the operation of the reference room); from the EDGAR database on
the SEC's internet site (http://www.sec.gov); upon payment of copying fees by
writing to the SEC's public reference section, Washington, DC 20549-0102; or by
electronic mail at publicinfo@sec.gov. The Fund's address is The Eaton Vance
Building, 255 State Street, Boston, Massachusetts 02109 and its telephone number
is 1-800-225-6265.

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ii

The Fund'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.

The Fund is not sponsored, endorsed, sold or promoted by any index sponsor. No
index sponsor has passed on the legality or suitability of, or the accuracy or
adequacy of descriptions and disclosures relating to the Fund. No index sponsor
has made any representation or warranty, express or implied, to the Common
Shareholders of the Fund or any member of the public regarding the advisability
of investing in securities generally or in the Fund particularly, or the ability
of the respective indices to track general stock market performance. The indices
are determined, composed and calculated by the respective index sponsors without
regard to the Fund or its use of the indices for option writing. The index
sponsors have no obligation to take the needs of the Fund or its Common
Shareholders into consideration in determining, composing or calculating the
indices. No index sponsor is responsible for or has participated in the
determination of the timing of, price of, or number of Common Shares of the Fund
to be issued. No index sponsor has any liability in connection with the
management, administration, marketing or trading of the Fund.

THE INDEX SPONSORS DO NOT GUARANTEE THE ACCURACY AND/OR UNINTERRUPTED
CALCULATION OF THE INDICES OR ANY DATA INCLUDED THEREIN. THE INDEX SPONSORS MAKE
NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE FUND, THE
COMMON SHAREHOLDERS OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE INDICES IN
THE FUND'S OPTIONS WRITING PROGRAM. IN PUBLISHING THE INDICES, THE INDEX
SPONSORS MAKE NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIM ALL
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH
RESPECT TO THE INDICES OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE
FOREGOING, IN NO EVENT SHALL AN INDEX SPONSOR HAVE ANY LIABILITY FOR ANY LOST
PROFITS OR SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES,
EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

The underwriters named in the Prospectus may purchase up to 15,000,000
additional shares from the Fund under certain circumstances.

Until October 22, 2005 (25 days after the date of this prospectus), all dealers
that buy, sell or trade the shares, whether or not participating in this
offering, may be required to deliver a Prospectus. This is in addition to the
dealers' obligations to deliver a Prospectus when acting as underwriters and
with respect to their unsold allotments or subscriptions.

TABLE OF CONTENTS
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Prospectus summary.................... 1
Summary of Fund expenses.............. 17
The Fund.............................. 18
Use of proceeds....................... 18
Investment objectives and policies.... 18
Principal risks of the Fund........... 35
Management of the Fund................ 42
Distributions......................... 45
Federal income tax matters............ 46
Dividend reinvestment plan............ 51
Description of capital structure...... 52
Underwriting.......................... 58
Custodian and transfer agent.......... 62
Legal opinions........................ 62
Reports to shareholders............... 62
Independent registered public
accounting firm..................... 62
Additional information................ 62
Table of contents for the Statement of
Additional Information.............. 63
The Fund's privacy policy............. 64

YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED OR INCORPORATED BY REFERENCE
IN THIS PROSPECTUS. THE FUND HAS NOT, AND THE UNDERWRITERS HAVE NOT, AUTHORIZED
ANY OTHER PERSON TO PROVIDE YOU WITH DIFFERENT INFORMATION. IF ANYONE PROVIDES
YOU WITH DIFFERENT OR INCONSISTENT INFORMATION, YOU SHOULD NOT RELY ON IT. THE
FUND IS NOT, AND THE UNDERWRITERS ARE NOT, MAKING AN OFFER TO SELL THESE
SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED. THE
FUND WILL PROMPTLY NOTIFY SHAREHOLDERS OF ANY MATERIAL CHANGE TO THIS PROSPECTUS
DURING THE PERIOD THE FUND IS REQUIRED TO DELIVER THE PROSPECTUS. THE FUND'S
BUSINESS, FINANCIAL CONDITION AND PROSPECTS MAY HAVE CHANGED SINCE THE DATE OF
THIS PROSPECTUS.

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iii

Prospectus summary

THE FUND

Eaton Vance Tax-Managed Global Buy-Write Opportunities Fund (the "Fund") is a
newly organized, diversified, closed-end management investment company. The Fund
seeks to provide current income and gains, with a secondary objective of capital
appreciation. Investments are based on Eaton Vance Management's ("Eaton Vance"
or the "Adviser"), Parametric Portfolio Associates LLC's ("Parametric" or a
"Sub-Adviser") and Rampart Investment Management Company, Inc.'s ("Rampart" or a
"Sub-Adviser") internal research and proprietary modeling techniques and
software. An investment in the Fund may not be appropriate for all investors.
There is no assurance that the Fund will achieve its investment objectives.

THE OFFERING

The Fund is offering 100,000,000 common shares of beneficial interest, par value
$0.01 per share, through a group of underwriters (the "Underwriters") led by UBS
Securities LLC, Citigroup Global Markets, Inc., Merrill Lynch, Pierce, Fenner &
Smith Incorporated, Wachovia Capital Markets, LLC and A.G. Edwards & Sons, Inc.
The common shares of beneficial interest are called "Common Shares." The
Underwriters have been granted an option by the Fund to purchase up to an
additional 15,000,000 Common Shares solely to cover orders in excess of
100,000,000 Common Shares. The initial public offering price is $20.00 per
Common Share. The minimum purchase in this offering is 100 Shares ($2,000). See
"Underwriting." Eaton Vance or an affiliate has agreed to (i) reimburse all
organizational costs of the Fund and (ii) pay all offering costs (other than
sales load) that exceed $0.04 per Common Share.

INVESTMENT OBJECTIVES AND STRATEGIES

The Fund's primary investment objective is to provide current income and gains,
with a secondary objective of capital appreciation. In pursuing its investment
objectives, the Fund will evaluate returns on an after-tax basis, seeking to
minimize and defer shareholder federal income taxes. There can be no assurance
that the Fund will achieve its investment objectives.

Under normal market conditions, the Fund's investment program will consist
primarily of (1) owning a diversified portfolio of common stocks, a segment of
which (the "U.S. Segment") holds stocks of U.S. issuers and a segment of which
(the "International Segment") holds stocks of non-U.S. issuers, and (2) selling
on a continuous basis call options on broad-based domestic stock indices on at
least 80% of the value of the U.S. Segment and call options on broad-based
foreign country and/or regional stock indices on at least 80% of the value of
the International Segment.

Under normal market conditions, the Fund will invest at least 80% of its total
assets in a diversified portfolio of common stocks of domestic and foreign
issuers. Initially, the U.S. Segment is expected to represent approximately 50%
to 60% of the value of the Fund's stock portfolio and the International Segment
is expected to represent approximately 40% to 50% of the Fund's stock portfolio.
The Fund initially is investing a substantial portion of its assets in U.S.
issuers because the Adviser believes that such issuers currently provide
favorable investment opportunities. These percentages may vary significantly
over time depending upon the Adviser's evaluation of market circumstances and
other factors. Under normal market conditions, the Fund will invest a
substantial portion of its total assets in the securities of non-U.S. issuers,
including American Depositary Receipts ("ADRs"), Global Depositary Receipts
("GDRs") and European Depositary Receipts ("EDRs"). The Fund may invest up to
15% of its total assets in securities in emerging markets issuers.

For the U.S. Segment, the Fund intends initially to write index call options on
the Standard & Poor's 500(R) Composite Stock Price Index (the "S&P 500") and the
NASDAQ-100 Index (the "NASDAQ-100"). For the International Segment, the Fund
intends initially to write index call options on broad-based foreign country
and/or regional stock indices that the Adviser believes are collectively
representative of the International Segment. Over time, the indices on which the
Fund writes call options may vary as a result of changes in the availability and
liquidity of various index options, the Adviser's evaluation of equity market
conditions and other factors. Due to tax considerations, the Fund intends to
limit the overlap between its stock holdings (and any subset thereof) and each
index on which it has outstanding options positions to less than 70% on an
ongoing basis. The Fund normally expects that its assets will be invested across
a broad range of industries and market sectors. The Fund may not invest 25% or
more of its total assets in the securities of issuers in any single industry or
group of industries. The Fund may invest a portion of its assets in stocks of
mid-capitalization companies. Eaton Vance generally considers mid-capitalization
companies to be those companies having market capitalizations within the range
of capitalizations for the S&P MidCap 400 Index ("S&P MidCap 400"). As of June
30, 2005, the median market capitalization of companies in the S&P MidCap 400
was approximately $2.36 billion.

The Fund will seek to generate current earnings in part by employing an options
strategy of writing (selling) index call options. Under normal market
conditions, at least 80% of the value of the Fund's total assets will be subject
to written index call options. Writing index call options involves a tradeoff
between the option premiums received and reduced participation in potential
future price appreciation of the Fund's portfolio of common stocks. The Fund
seeks to generate current earnings from option premiums and, to a lesser extent,
from dividends on stocks held.

As the seller of index call options, the Fund will receive cash (the premiums)
from option purchasers. The purchaser of an index call option has the right to
any appreciation in the value of the applicable index over a fixed price (the
exercise price) as of a specified date in the future (the option valuation
date). Generally, the Fund intends to sell call options that are slightly
"out-of-the-money" (i.e., the exercise price generally will be slightly above
the current level of the applicable index when the option is sold). The Fund may
also sell index options that are more substantially "out-of-the-money." Such
options that are more substantially "out-of-the-money" provide greater potential
for the Fund to realize capital appreciation on its portfolio stocks, but
generally would pay a lower premium than options that are slightly
"out-of-the-money." In writing index options, the Fund will, in effect, sell the
potential appreciation in the value of the applicable index above the exercise
price in exchange for the option premium received. If, at expiration, an index
call option sold by the Fund is exercised, the Fund will pay the purchaser the
difference between the cash value of the applicable index and the exercise price
of the option. The premium, the exercise price and the market value of the
applicable index will determine the gain or loss realized by the Fund as the
seller of the index call option.

The Fund's policies that, under normal market conditions, it will invest at
least 80% of its total assets in a diversified portfolio of common stocks of
domestic and foreign issuers and at least 80% of the value of the Fund's total
assets will be subject to written index call options are non-fundamental
policies and may be changed by the Fund's Board of Trustees (the "Board")
without Common

Shareholder approval following the provision of 60 days' prior written notice to
Common Shareholders.

In implementing the Fund's investment strategy, the Adviser and Sub-Advisers
intend to employ a variety of techniques and strategies designed to minimize and
defer the federal income taxes incurred by shareholders in connection with their
investment in the Fund as described below.

The S&P 500 is an unmanaged index of 500 stocks maintained and published by
Standard & Poor's that is market-capitalization weighted and generally
representative of the performance of larger stocks traded in the United States.
The NASDAQ-100 is an unmanaged index maintained by the Nasdaq Stock Market, Inc.
("Nasdaq") that includes 100 of the largest domestic and international non-
financial companies listed on the Nasdaq based upon market capitalization. The
NASDAQ-100 reflects companies across a range of major industry groups, including
computer hardware and software, telecommunications, retail/wholesale trade and
biotechnology. It is not possible to invest directly in the NASDAQ-100. Compared
to the S&P 500, the NASDAQ-100 has a substantially higher weighting in
technology-oriented industries.

INVESTMENT SELECTION STRATEGIES

Eaton Vance will be responsible for managing the Fund's overall investment
program, providing research support to the Sub-Advisers and supervising the
performance of the Sub-Advisers. Parametric will be responsible for structuring
and managing the Fund's common stock portfolio, including tax-loss harvesting
and other tax-management techniques, relying in part on the fundamental research
and analytical judgments of the Adviser. Parametric has developed specialized
programs and systems that are designed to provide for efficient implementation
of the Fund's strategies. The Fund's investments will be actively managed, and
securities may be bought or sold on a daily basis. Rampart will be responsible
for providing advice on and execution of the Fund's options strategy.

the Fund maintains with its custodian assets determined to be liquid (in
accordance with procedures established by the Board) in an amount at least equal
to the contract value of the index. An index call option also is covered if the
Fund holds a call on the same index as the call written where the exercise price
of the call held is (i) equal to or less than the exercise price of the call
written, or (ii) greater than the exercise price of the call written, provided
the difference is maintained by the Fund in segregated assets determined to be
liquid (in accordance with procedures established by the Board). Compared to
selling call options on individual stocks, the Adviser believes that selling
index call options can achieve better tax and transactional efficiency because
exchange-listed options on broad-based securities indices may qualify as
"section 1256 contracts" as defined in the Internal Revenue Code of 1986, as
amended (the "Code"), subject to favorable tax treatment, and because the
markets for index options may be deeper and more liquid than options on
individual stocks.

Eaton Vance further believes that a strategy of owning a portfolio of domestic
and foreign common stocks in conjunction with writing index call options should
generally provide returns that are superior to owning the same stocks without an
associated call option writing program under three different stock market
scenarios: (1) down-trending equity markets; (2) flat market conditions; and (3)
moderately rising equity markets. In the Adviser's opinion, only in more
strongly rising equity markets would the buy-write strategy generally be
expected to underperform the stock-only portfolio. For these purposes, the
Adviser considers more strongly rising equity market conditions to exist
whenever the current annual rate of return of U.S. or non-U.S. common stocks
exceeds the long-term historical average of global stock market returns. The
Adviser considers moderately rising equity market conditions to exist whenever
current annual returns on U.S. and non-U.S. common stocks are positive, but do
not exceed the long-term historical average of global stock market returns.

To avoid being subject to the "straddle rules" under federal income tax law, the
Fund intends to limit the overlap between its stock holdings (and any subset
thereof) and each index on which it has outstanding options positions to less
than 70% on an ongoing basis. Under the "straddle rules," "offsetting positions
with respect to personal property" generally are considered to be straddles. In
general, investment positions will be offsetting if there is a substantial
diminution in the risk of loss from holding one position by reason of holding
one or more other positions. The Fund expects that the index call options it
writes will not be considered straddles because its stock holdings will be
sufficiently dissimilar from the components of the indices on which it has
outstanding options positions under applicable guidance established by the
Internal Revenue Service ("IRS"). Under certain circumstances, however, the Fund
may enter into options transactions or certain other investments that may
constitute positions in a straddle. Parametric will consider a variety of
factors in constructing and maintaining the Fund's stock portfolio, including,
but not limited to, stock performance ratings as determined by the Adviser,
stock dividend yields, overlap between the Fund's stock holdings and the indices
on which it has outstanding options positions, projected tracking of the U.S.
Segment and the International Segment versus their respective benchmarks,
realization of loss harvesting opportunities and other tax management
considerations. The Adviser's evaluation of the future performance potential of
individual stocks will be one among several considerations in portfolio
construction and will not, on a standalone basis, be determinative of portfolio
construction. The Adviser's ratings of the stocks held by the Fund will be based
primarily on fundamental research.

The Fund's index option strategy is designed to produce current cash flow from
options premiums and to moderate the volatility of the Fund's returns. This
index option strategy is of a hedging nature, and is not designed to speculate
on equity market performance. The Adviser believes that the Fund's index option
strategy will moderate the volatility of the Fund's returns because the option
premiums received will help to mitigate the impact of downward price movements
in the stocks held by the Fund, while the Fund's obligations under the index
calls written will effectively limit the Fund's ability to participate in upward
price movements in portfolio stocks beyond certain levels.

The Fund expects to sell on a continuous basis call options on broad-based
domestic stock indices on at least 80% of the value of the U.S. Segment and call
options on broad-based foreign country and/or regional stock indices on at least
80% of the value of the International Segment. Under normal conditions, at least
80% of the value of the Fund's total assets will be subject to written index
call options. The Adviser does not intend to sell index call options
representing amounts greater than the value of the Fund's common stock portfolio
(i.e., take a "naked" position). The Adviser generally intends to sell index
options that are exchange-listed and "European style," meaning that the options
may be exercised only on the expiration date of the option. To implement its
options program most effectively, the Fund may also sell index options that
trade in OTC markets. Index options are typically settled in cash and provide
that the holder of the option has the right to receive an amount of cash
determined by the excess of the exercise-settlement value of the index over the
exercise price of the option. The exercise-settlement value of the index is
calculated based on opening sales prices of the component index stocks on the
option valuation date, which is the last business day before the expiration
date. Generally, the Adviser intends to sell index call options that are
slightly "out-of-the-money," meaning that option exercise prices generally will
be slightly above the current level of the index at the time the options are
written. The Fund may also sell index options that are more substantially
"out-of-the-money." Such options that are more substantially "out-of-the-money"
provide greater potential for the Fund to realize capital appreciation on its
portfolio stocks but generally would pay a lower premium than options that are
slightly "out-of-the-money." The Adviser expects initially to follow a primary
options strategy of selling index call options with a remaining maturity of
between approximately one and three months and maintaining its short call option
positions until approximately their option valuation date, at which time
replacement call option positions with a remaining maturity within this range
are written.

In implementing the Fund's investment strategy, the Adviser and the Sub-Advisers
intend to employ a variety of techniques and strategies designed to minimize and
defer the federal income taxes incurred by Common Shareholders in connection
with their investment in the Fund. These include: (1) selling index call options
that qualify for treatment as "section 1256 contracts" as defined in the Code,
on which capital gains and losses are generally treated as 60% long-term and 40%
short-term, regardless of holding period; (2) limiting the overlap between the
Fund's stock holdings (and any subset thereof) and each index on which it has
outstanding options positions to less than 70% on an ongoing basis so that the
Fund's stock holdings and index call options are not subject to the "straddle
rules;" (3) engaging in a systematic program of tax-loss harvesting in the
Fund's stock portfolio, periodically selling stock positions that have
depreciated in value to realize capital losses that can be used to offset
capital gains realized by the Fund; and (4) managing the sale of appreciated
stock positions so as to minimize the Fund's net realized short-term capital
gains in excess of net realized long-term capital losses. When an appreciated
security is sold, the Fund intends to select for sale the share lots resulting
in the most favorable tax treatment, generally those with holding periods
sufficient to qualify for long-term capital gains treatment that have the
highest cost basis.

taxable at long-term capital gains rates, the Common Shareholder must hold his
or her Fund shares for more than 60 days during the 121-day period surrounding
the ex-dividend date. The provisions of the Code applicable to qualified
dividend income are effective through 2008. Thereafter, qualified dividend
income will be subject to tax at ordinary income rates unless further
legislative action is taken. The Fund's investment program and the tax treatment
of Fund distributions may be affected by IRS interpretations of the Code and
future changes in tax laws and regulations, including changes resulting from the
"sunset" provisions described above that would have the effect of repealing the
favorable treatment of qualified dividend income and reimposing the higher tax
rates applicable to ordinary income in 2009, unless further legislative action
is taken.

The Fund may seek to enhance the level of tax-advantaged dividend income it
receives by emphasizing higher-yielding stocks in its stock portfolio and by
engaging in dividend capture trading. In a dividend capture trade, the Fund
sells a stock on or shortly after the stock's ex-dividend date and uses the sale
proceeds to purchase one or more other stocks that are expected to pay dividends
before the next dividend payment on the stock being sold. Through this practice,
the Fund may receive more dividend payments over a given time period than if it
held a single stock. In order for dividends received by the Fund to qualify for
favorable tax treatment, the Fund must comply with the holding period and other
requirements set forth in the preceding paragraph. By complying with applicable
holding period and other requirements while engaging in dividend capture
trading, the Fund may be able to enhance the level of tax-advantaged dividend
income it receives because it will receive more dividend payments qualifying for
favorable treatment during the same time period than if it simply held its
portfolio stocks. The use of dividend capture trading strategies will expose the
Fund to increased trading costs and potentially higher short-term gain or loss.

Options on broad-based equity indices that trade on a national securities
exchange registered with the Securities and Exchange Commission (the "SEC") or a
domestic board of trade designated as a contract market by the Commodity Futures
Trading Commission generally qualify for treatment as "section 1256 contracts."
Options on broad-based equity indices that trade on other exchanges, boards of
trade or markets designated by the U.S. Secretary of Treasury also qualify for
treatment as "section 1256 contracts." Because only a small number of exchanges,
boards and markets outside the U.S. have to date received the necessary
designation, most foreign-traded stock index options do not currently qualify
for treatment as "section 1256 contracts." OTC options do not qualify for
treatment as "section 1256 contracts." With respect to the International
Segment, the Fund generally intends to sell options on broad-based foreign
country and/or regional stock indices that are listed for trading in the United
States or which otherwise qualify as "section 1256 contracts." Options on
foreign indices that are listed for trading in the United States or which
otherwise qualify as "section 1256 contracts" may trade in substantially lower
volumes and with substantially wider bid-ask spreads than other options
contracts on the same or similar indices that trade on other markets outside the
United States or in OTC markets. To implement its options program most
effectively, the Fund may sell index options that do not qualify as "section
1256 contracts," including OTC options. Gain or loss on index options not
qualifying as "section 1256 contracts" would be realized upon disposition, lapse
or settlement of the positions, and would be treated as short-term gain or loss.

The foregoing policies relating to investments in common stocks and options
writing are the Fund's primary investment policies. In addition to its primary
investment policies, the Fund may invest to a limited extent in other types of
securities and engage in certain other investment practices. In addition to
writing index call options, the Fund may write call options on up to 20% of the
value of its total assets on futures contracts based upon broad-based securities
indices. The Fund's use of such options on index futures would be substantially
similar to its use of options directly on indices. The Fund may also invest up
to 20% of its total assets in other derivative instruments acquired for hedging,
risk management and investment purposes (to gain exposure to securities,
securities markets, markets indices and/or currencies consistent with its
investment objectives and policies), provided that no more than 10% of the
Fund's total assets may be invested in such derivative instruments acquired for
non-

hedging purposes. To seek to protect against price declines in securities
holdings with large accumulated gains, the Fund may use various hedging
techniques (such as the purchase and sale of futures contracts on stocks and
stock indices and options thereon, equity swaps, covered short sales, forward
sales of stocks and the purchase and sale of forward currency exchange contracts
and currency futures). By using these techniques rather than selling appreciated
securities, the Fund can, within certain limitations, reduce its exposure to
price declines in the securities without realizing substantial capital gains
under current tax law. Derivative instruments may also be used by the Fund to
enhance returns or as a substitute for the purchase or sale of securities. As a
general matter, dividends received on hedged stock positions are characterized
as ordinary income and are not eligible for favorable tax treatment. Dividends
received on securities with respect to which the Fund is obligated to make
related payments (pursuant to short sales or otherwise) will be treated as fully
taxable ordinary income (i.e., income other than tax-advantaged dividends). In
addition, use of derivatives may give rise to short-term capital gains and other
income that would not qualify for favorable tax treatment. See "Investment
objectives and polices."

LISTING

The Fund has been approved for listing of Common Shares on the New York Stock
Exchange under the symbol "ETW."

INVESTMENT ADVISER, ADMINISTRATOR AND SUB-ADVISERS

Eaton Vance, a wholly owned subsidiary of Eaton Vance Corp., is the Fund's
investment adviser and administrator. The Adviser and its subsidiaries managed
approximately $106 billion on behalf of funds, institutional clients and
individuals as of July 31, 2005, including approximately $64.6 billion in equity
assets. Thirty-three of the funds managed by Eaton Vance are closed-end funds.
Eaton Vance has engaged Parametric, an indirect, majority-owned subsidiary of
Eaton Vance Corp., as a sub-adviser to the Fund. Parametric, founded in 1987,
specializes in managing broadly diversified, risk controlled and tax-efficient
portfolios for high net worth and investment company clients. Parametric managed
approximately $12.8 billion in assets as of July 31, 2005. Eaton Vance has also
engaged Rampart as a sub-adviser. Rampart, founded in 1983, specializes in
options management and trading for institutional, high net worth and investment
company clients. Rampart managed approximately $4.48 billion in assets as of
June 30, 2005. Eaton Vance will be responsible for managing the Fund's overall
investment program, providing research support to the Sub-Advisers and
supervising the performance of the Sub-Advisers. Parametric will be responsible
for structuring and managing the Fund's common stock portfolio, including
tax-loss harvesting and other tax-management techniques, relying in part on the
fundamental research and analytical judgments of the Adviser. Parametric has
developed specialized programs and systems that are designed to provide for
efficient implementation of the Fund's strategies. Rampart will be responsible
for providing advice on and execution of the Fund's options strategy. See
"Management of the Fund."

DISTRIBUTIONS

Commencing with the Fund's first distribution, the Fund intends to make regular
quarterly distributions to Common Shareholders sourced from the Fund's cash
available for distribution. "Cash available for distribution" will consist of
the Fund's net option premiums, net realized and unrealized gains on stock
investments, and dividends and interest income, after payment of Fund expenses.
The Fund's distribution rate may be adjusted from time to time. The Board may
modify this distribution policy at any time without obtaining the approval of
Common Shareholders. The initial distribution is expected to be declared
approximately 75 days and paid approximately 90 to 120 days after the completion
of this offering, depending on market conditions.

The Fund's annual distributions will likely differ from annual net investment
income. The investment income of the Fund will consist of all dividend and
interest income accrued on portfolio investments, short-term capital gain
(including short-term gains on option positions and gains on the sale of
portfolio investments held for one year or less) in excess of long-term capital
loss and income from certain hedging transactions, less all expenses of the
Fund. Expenses of the Fund will be accrued each day. To the extent that the
Fund's net investment income for any year exceeds the total quarterly
distributions paid during the year, the Fund will make a special distribution at
or near year-end of such excess amount as may be required. Over time, all of the
Fund's investment company taxable income will be distributed.

At least annually, the Fund intends to distribute any net capital gain (which is
the excess of net long-term capital gain over net short-term capital loss) or,
alternatively, to retain all or a portion of the year's net capital gain and pay
federal income tax on the retained gain. As provided under federal tax law,
Common Shareholders of record as of the end of the Fund's taxable year will
include their attributable share of the retained gain in their income for the
year as a long-term capital gain, and will be entitled to a tax credit or refund
for the tax deemed paid on their behalf by the Fund. The Fund may treat the cash
value of tax credit and refund amounts in connection with retained capital gains
as a substitute for equivalent cash distributions.

If the Fund's total quarterly distributions in any year exceed the amount of its
net investment income for the year, any such excess would be characterized as a
return of capital for federal income tax purposes to the extent not designated
as a capital gain dividend. Distributions in any year may include a substantial
return of capital component. Under the Investment Company Act of 1940, as
amended (the "1940 Act"), for any distribution that includes amounts from
sources other than net income, the Fund is required to provide Common
Shareholders a written statement regarding the components of such distribution.
Such a statement will be provided at the time of any distribution believed to
include any such amounts.

To permit the Fund to maintain more stable distributions, distribution rates
will be based on projected annual cash available from distribution. As a result,
the distributions paid by the Fund for any particular quarter may be more or
less than the amount of cash available for distribution from that quarterly
period. In certain circumstances, the Fund may be required to sell a portion of
its investment portfolio to fund distributions. Distributions will reduce the
Common Shares' net asset value.

The Fund has applied for an order from the SEC granting it an exemption from
Section 19(b) of the 1940 Act and Rule 19b-1 thereunder to permit the Fund to
include realized long-term capital gains as a part of its regular distributions
to Common Shareholders more frequently than would otherwise be permitted by the
1940 Act (generally once per taxable year). In the event that such an exemptive
order is obtained, the Fund will consider increasing the frequency of its
regular distributions from quarterly to monthly. There is no assurance that the
SEC will grant the Fund's request for such exemptive order. The staff of the SEC
has indicated that it has suspended the processing of exemptive applications
requesting the type of relief referenced above, pending review by the staff of
the results of an industry-wide SEC inspection focusing on the dividend
practices of closed-end investment companies. There can be no assurance as to
when that review might be completed or whether, following that review, the staff
would process such applications or grant such relief. As a result of this
development, the Fund has no current expectation that it will be in a position
to include long-term capital gains in Fund distributions more frequently than is
permitted under the 1940 Act, thus leaving the Fund with the possibility of
variability in distributions (and their tax attributes) as discussed above.

Common Shareholders may elect automatically to reinvest some or all of their
distributions in additional Common Shares under the Fund's dividend reinvestment
plan. See "Distributions" and "Dividend reinvestment plan."

DIVIDEND REINVESTMENT PLAN

The Fund has established a dividend reinvestment plan (the "Plan"). Under the
Plan, a Common Shareholder may elect to have all distributions automatically
reinvested in additional Common Shares either purchased in the open market or
newly issued by the Fund if the Common Shares are trading at or above their net
asset value. Common Shareholders may elect to participate in the Plan by
completing the dividend reinvestment plan application form. Common Shareholders
who do not elect to participate in the Plan will receive all distributions in
cash paid by check mailed directly to them by PFPC Inc., as dividend paying
agent. Common Shareholders who intend to hold their Common Shares through a
broker or nominee should contact such broker or nominee to determine whether or
how they may participate in the Plan. See "Dividend reinvestment plan."

CLOSED-END STRUCTURE

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 that
are redeemable at net asset value at the option of the shareholder and typically
engage in a continuous offering of their shares.

Shares of closed-end funds frequently trade at a discount from their net asset
value. In recognition of this possibility and that any such discount may not be
in the interest of Common Shareholders, the Fund's Board, 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 Fund to an open-end mutual fund. The Board believes, however, that the
closed-end structure is desirable, given the Fund's investment objectives and
policies. Investors should assume, therefore, that it is highly unlikely that
the Board would vote to convert the Fund to an open-end investment company.

PRINCIPAL RISKS OF THE FUND

NO OPERATING HISTORY
The Fund is a newly organized, diversified closed-end investment company with no
history of operations and is designed for long-term investors and not as a
trading vehicle.

INVESTMENT AND MARKET RISK
An investment in Common Shares is subject to investment risk, including the
possible loss of the entire principal amount invested. An investment in Common
Shares represents an indirect investment in the securities owned by the Fund,
which are generally traded on a securities exchange or in the over-the-counter
markets. The value of these securities, like other market investments, may move
up or down, sometimes rapidly and unpredictably. Because the Fund intends, under
normal market conditions, to sell index call options on at least 80% of the
value of its total assets, the Fund's appreciation potential from equity market
performance will be limited. The Common Shares at any point in time may be worth
less than the original investment, even after taking into account any
reinvestment of distributions.

ISSUER RISK
The value of securities held by the Fund may decline for a number of reasons
that directly relate to the issuer, such as management performance, financial
leverage and reduced demand for the issuer's goods and services.

EQUITY RISK
Under normal market conditions, the Fund will invest at least 80% of its total
assets in a diversified portfolio of common stocks of domestic and foreign
issuers. Therefore, a principal risk of investing in the Fund is equity risk.
Equity risk is the risk that the value of securities held by the Fund will
fluctuate or fall due to general market or economic conditions, perceptions
regarding the industries in which the issuers of securities held by the Fund
participate, and the particular circumstances and performance of particular
companies whose securities the Fund holds. Although common stocks have
historically generated higher average returns than fixed-income securities over
the long term, common stocks also have experienced significantly more volatility
in returns. An adverse event, such as an unfavorable earnings report, may
depress the value of equity securities of an issuer held by the Fund; the price
of common stock of an issuer may be particularly sensitive to general movements
in the stock market; or a drop in the stock market may depress the price of most
or all of the common stocks held by the Fund. In addition, common stock of an
issuer in the Fund's portfolio may decline in price if the issuer fails to make
anticipated dividend payments because, among other reasons, the issuer of the
security experiences a decline in its financial condition. Common stocks in
which the Fund will invest are structurally subordinated to preferred stocks,
bonds and other debt instruments in a company's capital structure, in terms of
priority to corporate income, and therefore will be subject to greater dividend
risk than preferred stocks or debt instruments of such issuers. Finally, common
stock prices may be sensitive to rising interest rates, as the costs of capital
rise and borrowing costs increase.

FOREIGN SECURITY RISK
The Fund will have substantial exposure to foreign securities. The value of
foreign securities is affected by changes in currency rates, foreign tax laws
(including withholding tax), government policies (in this country or abroad),
relations between nations and trading, settlement, custodial and other
operational risks. In addition, the costs of investing abroad (such as foreign
brokerage costs, custodial expenses and other fees) are generally higher than in
the United States, and foreign securities markets may be less liquid, more
volatile and less subject to governmental supervision than markets in the United
States. Foreign investments also could be affected by other factors not present
in the United States, including expropriation of assets, 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 or repatriating capital invested in foreign
countries. As an alternative to holding foreign-traded securities, the Fund may
invest in dollar-denominated securities of foreign companies that trade on U.S.
exchanges or in the U.S. over-the-counter market (including depositary receipts,
which evidence ownership in underlying foreign securities).

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 or less reliable publicly
available information about a foreign company than about a domestic company.
Volume and liquidity in most foreign markets are 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 for,
or loss of certificates of, 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, which 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. The risks of foreign investments
described above apply to an even greater extent to investments in emerging
markets.

EMERGING MARKET SECURITY RISK
The Fund may invest up to 15% of its total assets in securities of issuers
located in emerging markets. The risks of foreign investments described above
apply to an even greater extent to investments in emerging markets. The
securities markets of emerging market countries are generally smaller, less
developed, less liquid, and more volatile than the securities markets of the
United States and developed foreign markets. Disclosure and regulatory standards
in many respects are less stringent than in the United States and developed
foreign markets. There also may be a lower level of monitoring and regulation of
securities markets in emerging market countries, and the enforcement of existing
regulations may be extremely limited. Many emerging market countries have
experienced substantial, and in some periods extremely high, rates of inflation
for many years. Inflation and rapid fluctuations in inflation rates have had and
may continue to have very negative effects on the economies and securities
markets of certain emerging market countries. Economies in emerging markets
generally are heavily dependent upon international trade and, accordingly, have
been and may continue to be affected adversely by trade barriers, exchange
controls, managed adjustments in relative currency values, and other
protectionist measures imposed or negotiated by the countries with which they
trade. The economies of these countries also have been and may continue to be
adversely affected by economic conditions in the countries in which they trade.
The economies of countries with emerging markets may also be predominantly based
on only a few industries or dependent on revenues from particular commodities.
In addition, custodial services and other costs relating to investment in
foreign markets may be more expensive in emerging markets than in many developed
foreign markets, which could reduce the Fund's income from such securities.

In many cases, governments of emerging countries continue to exercise
significant control over their economies, and government actions relative to the
economy, as well as economic developments generally, may affect the Fund's
investments in those countries. In addition, there is a heightened possibility
of expropriation or confiscatory taxation, imposition of withholding taxes on
interest dividend payments, or other similar developments that could affect
investments in those countries. There can be no assurance that adverse political
changes will not cause the Fund to suffer a loss of any or all of its
investments.

CURRENCY RISK
Since the Fund will invest in securities denominated or quoted in currencies
other than the U.S. dollar, the Fund will be affected by changes in foreign
currency exchange rates (and exchange control regulations) which affect the
value of investments in the Fund and the accrued income and appreciation or
depreciation of the investments in U.S. dollars. Changes in foreign currency
exchange rates relative to the U.S. dollar will affect the U.S. dollar value of
the Fund's assets denominated in that currency and the Fund's return on such
assets as well as any temporary uninvested reserves in bank deposits in foreign
currencies. In addition, the Fund will incur costs in connection with
conversions between various currencies.

The Fund may attempt to protect against adverse changes in the value of the U.S.
dollar in relation to a foreign currency by entering into a forward contract for
the purchase or sale of the amount of foreign currency invested or to be
invested, or by buying or selling a foreign currency option or futures contract
for such amount. Such strategies may be employed before the Fund purchases a
foreign security traded in the currency which the Fund anticipates acquiring or
between the date the foreign security is purchased or sold and the date on which
payment therefor is made or received. Seeking to protect against a change in the
value of a foreign currency in the foregoing manner does not eliminate
fluctuations in the prices of portfolio securities or prevent losses if the
prices of such securities decline. Furthermore, such transactions reduce or
preclude the opportunity for gain if the value of the currency

should move in the direction opposite to the position taken. Unanticipated
changes in currency prices may result in poorer overall performance for the Fund
than if it had not entered into such contracts.

RISKS OF MID-CAP COMPANIES
The Fund may make investments in stocks of companies whose market capitalization
is considered middle sized or "mid-cap." Mid-cap companies often are newer or
less established companies than larger capitalization companies. Investments in
mid-cap companies carry additional risks because earnings of these companies
tend to be less predictable; they often have limited product lines, markets,
distribution channels or financial resources; and the management of such
companies may be dependent upon one or a few key people. The market movements of
equity securities of mid-cap companies may be more abrupt or erratic than the
market movements of equity securities of larger, more established companies or
the stock market in general. Historically, mid-cap companies have sometimes gone
through extended periods when they did not perform as well as larger companies.
In addition, equity securities of mid-cap companies generally are less liquid
than those of larger companies. This means that the Fund could have greater
difficulty selling such securities at the time and price that the Fund would
like.

RISKS OF "GROWTH" STOCK INVESTING
The Fund expects to invest substantially in stocks with "growth"
characteristics. Growth stocks can react differently to issuer, political,
market and economic developments than the market as a whole and other types of
stocks. Growth stocks tend to be more expensive relative to their earnings or
assets compared to other types of stocks. As a result, growth stocks tend to be
sensitive to changes in their earnings and more volatile than other types of
stocks.

RISKS OF SELLING INDEX CALL OPTIONS
Under normal market conditions, at least 80% of the value of the Fund's total
assets will be subject to written index call options. The purchaser of an index
call option has the right to any appreciation in the value of the index over the
exercise price of the call option as of the valuation date of the option.
Because their exercise is settled in cash, sellers of index call options such as
the Fund cannot provide in advance for their potential settlement obligations by
acquiring and holding the underlying securities. The Fund intends to mitigate
the risks of its written index call positions by holding a diversified portfolio
of domestic and foreign stocks similar to those of the indices on which it
writes call options. However, the Fund does not intend to acquire and hold a
portfolio of exactly the same stocks as the indices on which it writes call
options. Due to tax considerations, the Fund intends to limit the overlap
between its stock holdings (and any subset thereof) and each index on which it
has outstanding options positions to less than 70% on an ongoing basis.

Consequently, the Fund bears the risk that the performance of the Fund's stock
portfolio will vary from the performance of the indices on which it writes call
options. For example, the Fund will suffer a loss if the S&P 500 appreciates
substantially above the exercise price of S&P 500 call options written by the
Fund while the securities held by the Fund in the U.S. Segment in the aggregate
fail to appreciate as much or decline in value of the life of the written
option. Index options written by the Fund will be priced on a daily basis. Their
value will be affected primarily by changes in the price and dividend rates of
the underlying common stocks in such index, changes in actual or perceived
volatility of such index and the remaining time to the options' expiration. The
trading price of index call options will also be affected by liquidity
considerations and the balance of purchase and sale orders.

loss, minus the option premium received, should the value of the applicable
index decline. When a call option is exercised, the Fund will be required to
deliver an amount of cash determined by the excess of the value of the
applicable index at contract termination over the exercise price of the option.
Thus, the exercise of index call options sold by the Fund may require the Fund
to sell portfolio securities to generate cash at inopportune times or for
unattractive prices.

With respect to the International Segment, the Fund generally intends to sell
options on broad-based foreign country and/or regional stock indices that are
listed for trading in the United States or which otherwise qualify as "section
1256 contracts." Options on foreign indices that are listed for trading in the
United States or which otherwise qualify as "section 1256 contracts" may trade
in substantially lower volumes and with substantially wider bid-ask spreads than
other options contracts on the same or similar indices that trade on other
markets outside the U.S. or in OTC markets. To implement its options program
most effectively, the Fund may sell index options that do not qualify as
"section 1256 contracts," including OTC options. Gain or loss on index options
not qualifying as "section 1256 contracts" would be realized upon disposition,
lapse or settlement of the positions and would be treated as short-term gain or
loss.

The trading price of options may be adversely affected if the market for such
options becomes less liquid or smaller. The Fund may close out a call option by
buying the option instead of letting it expire or be exercised. There can be no
assurance that a liquid market will exist when the Fund seeks to close out a
call option position by buying the option. Reasons for the absence of a liquid
secondary market on an exchange include the following: (i) there may be
insufficient trading interest in certain options; (ii) restrictions may be
imposed by an exchange on opening transactions or closing transactions or both;
(iii) trading halts, suspensions or other restrictions may be imposed with
respect to particular classes or series of options; (iv) unusual or unforeseen
circumstances may interrupt normal operations on an exchange; (v) the facilities
of an exchange or the Options Clearing Corporation (the "OCC") may not at all
times be adequate to handle current trading volume; or (vi) one or more
exchanges could, for economic or other reasons, decide or be compelled to
discontinue the trading of options (or a particular class or series of options)
at some future date. If trading were discontinued, the secondary market on that
exchange (or in that class or series of options) would cease to exist. However,
outstanding options on that exchange that had been issued by the OCC as a result
of trades on that exchange would continue to be exercisable in accordance with
their terms.

The hours of trading for options may not conform to the hours during which
common stocks held by the Fund are traded. To the extent that the options
markets close before the markets for securities, significant price and rate
movements can take place in the securities markets that would not be reflected
concurrently in the options markets. index call options are marked to market
daily and their value is affected by changes in the value and dividend rates of
the securities represented in the underlying index, changes in interest rates,
changes in the actual or perceived volatility of the associated index and the
remaining time to the options' expiration, as well as trading conditions in the
options market.

terms of the contract or because of a credit or liquidity problem. Such
"counterparty risk" is increased for contracts with longer maturities when
events may intervene to prevent settlement. The ability of the Fund 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 a settlement, may increase
the potential for losses to the Fund.

TAX RISK
Reference is made to "Federal income tax matters" for an explanation of the
federal income tax consequences and attendant risks of investing in the Fund.
Although the Fund seeks to minimize and defer the federal income taxes incurred
by Common Shareholders in connection with their investment in the Fund, there
can be no assurance that it will be successful in this regard. The tax treatment
and characterization of the Fund's distributions may change over time due to
changes in the Fund's mix of investment returns and changes in the federal tax
laws, regulations and administrative and judicial interpretations. Distributions
paid on the Common Shares may be characterized variously as non-qualified
dividends (taxable at ordinary income rates), qualified dividends and capital
gains dividends (each taxable at long-term capital gains rates) or return of
capital (not currently taxable). The ultimate tax characterization of the Fund's
distributions made in a calendar year may not finally be determined until after
the end of that calendar year. Distributions to a Common Shareholder that are
return of capital will be tax free to the amount of the Common Shareholder's
current tax basis in his or her Common Shares, with any distribution amounts
exceeding such basis treated as capital gain on a deemed sale of Common Shares.
Common Shareholders are required to reduce their tax basis in Common Shares by
the amount of tax-free return of capital distributions received, thereby
increasing the amount of capital gain (or decreasing the amount of capital loss)
to be recognized upon a later disposition of the Common Shares. In order for
Fund distributions of qualified dividend income to be taxable at favorable
long-term capital gains rates, a Common Shareholder must meet certain prescribed
holding period and other requirements with respect to his or her Common Shares.
If positions held by the Fund were treated as "straddles" for federal income tax
purposes, dividends on such positions would not constitute qualified dividend
income subject to favorable income tax treatment. Gain or loss on positions in a
straddle are subject to special (and generally disadvantageous) rules. A portion
of the Fund's written index options may not qualify as "section 1256 contracts,"
and any gain or loss thereon would be realized upon disposition or termination
of the positions and would be treated as short-term gain or loss. See "Federal
income tax matters."

DISTRIBUTION RISK
The quarterly distributions Common Shareholders will receive from the Fund will
be sourced from the Fund's net option premiums, net realized and unrealized
gains on stock investments, and dividends and interest income, after payment of
Fund expenses. The Fund's cash available for distribution may vary widely over
the short- and long-term. If stock market volatility declines or stock prices
decline, the level of premiums from writing index call options and the amounts
available for distribution from options activity will likely decrease as well.
Payments to close written call options will reduce amounts available for
distribution from call option premiums received. Net realized and unrealized
gains on the Fund's stock investments will be determined primarily by the
direction and movement of the U.S. stock market (and the particular stocks
held). Dividends on common stocks are not fixed but are declared at the
discretion of the issuer's board of directors. There can be no assurance that
quarterly distributions paid by the Fund to the Common Shareholders will be
maintained at initial levels or increase over time.

stocks of issuers whose businesses are substantially affected by changes in
interest rates may be particularly sensitive to interest rate risk.

DERIVATIVES RISK
In addition to writing index call options, the risks of which are described
above, the Fund may invest up to 20% of its total assets in other derivative
investments acquired for hedging, risk management and investment purposes.
Derivative transactions including options on securities and securities indices
and other transactions in which the Fund may engage (such as futures contracts
and options thereon, swaps and short sales) may subject the Fund to increased
risk of principal loss due to unexpected movements in stock prices, changes in
stock volatility levels and interest rates, and imperfect correlations between
the Fund's securities holdings and indices upon which derivative transactions
are based. The Fund also will be subject to credit risk with respect to the
counterparties to any over-the-counter derivatives contracts entered into by the
Fund. If a counterparty becomes bankrupt or otherwise fails to perform its
obligations under a derivative contract due to financial difficulties, the Fund
may experience significant delays in obtaining any recovery under the derivative
contract in a bankruptcy or other reorganization proceeding. The Fund may obtain
only a limited recovery or no recovery in such circumstances. Derivatives may
disproportionately increase losses and have a potentially large negative impact
on the Fund's performance.

LIQUIDITY RISK
The Fund may invest up to 15% of its total assets in securities for which there
is no readily available trading market or which are otherwise illiquid. The Fund
may not be able readily to dispose of such securities at prices that approximate
those at which the Fund could sell such securities if they were more widely
traded and, as a result of such illiquidity, the Fund 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 of the Fund's
investments could affect the market price of the securities, thereby adversely
affecting the Fund's net asset value, and at times may make the disposition of
securities impracticable.

INFLATION RISK
Inflation risk is the risk that the purchasing power 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.

MARKET PRICE OF COMMON SHARES
The shares of closed-end management investment companies often trade at a
discount from their net asset value, and the Fund's Common Shares may likewise
trade at a discount from net asset value. The net asset value per Common Share
will be reduced immediately following this offering by the sales load and the
amount of offering expenses paid by the Fund. The trading price of the Fund's
Common Shares may be less than the public offering price. The risk will be
greater for investors who sell their Common Shares in a relatively short period
after completion of the public offering.

proceeds received from leverage exceeds the cost of leverage, the Fund's
distributions may be greater than if leverage had not been used. Conversely, if
the returns from the securities purchased with such proceeds 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 Fund's leveraged position if it deems such action to be appropriate. The
costs of an offering of preferred shares and/or a borrowing program would be
borne by Common Shareholders and consequently would result in a reduction of the
net asset value of Common Shares. In addition, the fee paid to Eaton Vance will
be calculated on the basis of the Fund's average daily gross assets, including
proceeds from the issuance of preferred shares and/or borrowings, so the fees
will be higher when leverage is utilized. In this regard, holders of preferred
shares 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 of the preferred shares offering.

TECHNOLOGY RISK
The technology industries can be significantly affected by obsolescence of
existing technology, short product cycles, falling prices and profits,
competition from new market entrants and general economic conditions.

MANAGEMENT RISK
Eaton Vance, Parametric, Rampart and the individual portfolio managers invest
the assets of the Fund as they deem appropriate in implementing the Fund's
investment strategy. Accordingly, the success of the Fund depends upon the
investment skills and analytical abilities of Eaton Vance, Parametric, Rampart
and the individual portfolio managers to develop and actively implement
investment strategies that achieve the Fund's investment objectives. There is no
assurance that Eaton Vance, Parametric, Rampart and the individual portfolio
managers will be successful in developing and implementing the Fund's investment
strategy. Subjective decisions made by Eaton Vance, Parametric, Rampart and the
individual portfolio managers may cause the Fund to incur losses or to miss
profit opportunities on which it could otherwise have capitalized.

MARKET DISRUPTION
The terrorist attacks in the United States on September 11, 2001 had a
disruptive effect on the securities markets. These terrorist attacks and related
events, including the war in Iraq, its aftermath, and continuing occupation of
Iraq by coalition forces, have raised short-term market risk and may have
adverse long-term effects on U.S. and world economies and markets. A similar
disruption of the financial markets could impact trading in common stocks and
stock options, interest rates, credit risk, inflation and other factors relating
to the Common Shares. The Fund cannot predict the effects of similar events in
the future on the U.S. economy and securities markets.

ANTI-TAKEOVER PROVISIONS
The Fund's Agreement and Declaration of Trust includes provisions that could
limit the ability of other persons or entities to acquire control of the Fund or
to change the composition of its Board. These provisions may deprive Common
Shareholders of opportunities to sell their Common Shares at a premium over the
then current market price of the Common Shares. See "Description of capital
structure--Anti-Takeover Provisions in the Declaration of Trust."

Summary of Fund expenses

The purpose of the table below is to help you understand all fees and expenses
that you, as a Common Shareholder, would bear directly or indirectly.

SHAREHOLDER TRANSACTION EXPENSES
Sales load paid by you (as a percentage of offering
price)................................................. 4.50%
Expenses borne by Common Shareholders (as a percentage of
offering price)........................................ 0.20%(1)
Dividend reinvestment plan fees........................... None(2)

PERCENTAGE OF NET ASSETS
ATTRIBUTABLE TO COMMON SHARES
-------------------------------------------------------------------------------------------

ANNUAL EXPENSES
Management fees........................................... 1.00%
Other expenses............................................ 0.20%(3)
----
Total annual expenses..................................... 1.20%
====

------------
(1) Eaton Vance or an affiliate has agreed to reimburse all organizational costs
and pay all offering costs (other than sales loads) that exceed $0.04 per
Common Share (0.20% of the offering price).

(2) 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.

(3) Estimated expenses based on the current fiscal year.

The expenses shown in the table are based on estimated amounts for the Fund's
first year of operations and assume that the Fund issues approximately
12,500,000 Common Shares. If the Fund issues fewer Common Shares, these
expenses, as a percentage of the Fund's net assets attribute to Common Shares,
generally would increase. See "Management of the Fund" and "Dividend
reinvestment plan."

EXAMPLE

The following Example illustrates the expenses that you would pay on a $1,000
investment in Common Shares (including the sales load of $45 and estimated
offering expenses of this offering of $2), assuming (i) total annual expenses of
1.20% of net assets attributable to Common Shares and (ii) a 5% annual return*:

1 YEAR 3 YEARS 5 YEARS 10 YEARS
-------------------------------------

$59 $83 $110 $186

THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF FUTURE EXPENSES. ACTUAL
EXPENSES MAY BE HIGHER OR LOWER.
------------
* The example assumes that the estimated Other expenses set forth in the Annual
Expenses table are accurate, and that all dividends and distributions are
reinvested at net asset value. Actual expenses may be greater or less than
those assumed. Moreover, the Fund's actual rate of return may be greater or
less than the hypothetical 5% return shown in the example.

--------------------------------------------------------------------------------

The Fund

Eaton Vance Tax-Managed Global Buy-Write Opportunities Fund (the "Fund") is a
newly organized, diversified, closed-end management investment company
registered under the Investment Company Act of 1940, as amended (the "1940
Act"). The Fund was organized as a Massachusetts business trust on March 30,
2005 pursuant to a Declaration of Trust governed by the laws of The Commonwealth
of Massachusetts and has no operating history. The Fund's principal office is
located at The Eaton Vance Building, 255 State Street, Boston, Massachusetts
02109, and its telephone number is 1-800-225-6265.

This Prospectus relates to the initial public offering of the Fund's common
shares of beneficial interest, $0.01 par value (the "Common Shares"). See
"Underwriting."

Use of proceeds

The net proceeds of this offering of Common Shares will be approximately
$1,910,000,000 (or $2,196,500,000 assuming exercise of the Underwriters'
over-allotment option in full), which, after payment of the estimated offering
expenses, will be invested in accordance with the Fund's investment objectives
and policies as soon as practicable, but, in no event, assuming normal market
conditions, later than three months after the receipt thereof. Pending such
investment, the proceeds may be invested in high-quality, short-term debt
securities, cash and/or cash equivalents. Eaton Vance or an affiliate has agreed
to (i) reimburse all organizational costs and (ii) pay all offering costs of the
Fund (other than sales load) that exceed $0.04 per Common Share.

Investment objectives and policies

INVESTMENT OBJECTIVES

PRIMARY INVESTMENT POLICIES

GENERAL COMPOSITION OF THE FUND
Under normal market conditions, the Fund will invest at least 80% of its total
assets in a diversified portfolio of common stocks of domestic and foreign
issuers. Initially, the U.S. Segment is expected to represent approximately 50%
to 60% of the value of the Fund's stock portfolio and the International Segment
is expected to represent approximately 40% to 50% of the Fund's stock portfolio.
The Fund initially is investing a substantial portion of its assets in U.S.
issuers because the Adviser believes that such issuers currently provide
favorable investment opportunities. These percentages may vary significantly
over time depending upon the Adviser's evaluation of market circumstances and
other factors. Under normal market conditions, the Fund will invest a
substantial portion of its total assets

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18

INVESTMENT OBJECTIVES AND POLICIES
--------------------------------------------------------------------------------

in the securities of non-U.S. issuers, including American Depositary Receipts
("ADRs"), Global Depositary Receipts ("GDRs") and European Depositary Receipts
("EDRs"). The Fund may invest up to 15% of its total assets in securities in
emerging markets issuers.

The Fund generally intends to sell stock index call options that are
exchange-listed and "European style," meaning that the options may be exercised
only on the expiration date of the option. To implement its options program most
effectively, the Fund may also sell index options that trade in over-the-counter
("OTC") markets. Index options differ from options on individual securities in
that index options (i) typically are settled in cash rather than by delivery of
securities (meaning the exercise of an index option does not involve the actual
purchase or sale of securities) and (ii) reflect price fluctuations in a group
of securities or segments of the securities market rather than price
fluctuations in a single security. Generally, the Fund intends to sell call
options that are slightly "out-of-the-money" (i.e., the exercise price generally
will be slightly above the current level of the applicable index when the option
is sold). The Fund may also sell index options that are more substantially
"out-of-the-money." Such options that are more substantially "out-of-the-money"
provide greater potential for the Fund to realize capital appreciation on its
portfolio stocks but generally would pay a lower premium than options that are
slightly "out-of-the-money."

As the seller of index call options, the Fund will receive cash (the premium)
from options purchasers. The purchaser of an index option has the right to
receive from the option seller any appreciation in the value of the applicable
index over a fixed price (the exercise price) as of a specified date in the
future (the option valuation date). The exercise-settlement value of the
applicable index is generally calculated based on opening sales prices of the
component index stocks on the option valuation date, which is the last business
day before the expiration date. By writing index call options, the Fund will, in
effect, sell the potential appreciation in the value of the applicable index
above the exercise price in exchange for the option premium received. If, at
expiration, an index call option sold by the Fund is exercised, the Fund will
pay the purchaser the difference between the cash value of the applicable index
and the exercise price of the option. The premium, the exercise price and the
market value of

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19

INVESTMENT OBJECTIVES AND POLICIES
--------------------------------------------------------------------------------

the applicable index will determine the gain or loss realized by the Fund as the
seller of the index call option.

The Fund expects to maintain high turnover in index call options, based on the
Adviser's intent to sell index call options on at least 80% of the value of its
total assets and the Fund's initial expectation to roll forward its options
positions approximately every one to three months. For its stock holdings, the
Fund's annual portfolio turnover rate is expected to exceed that of the indices
on which the Fund writes call options due to turnover in connection with the
Fund's tax loss harvesting, gain matching, dividend capture and other
strategies. On an overall basis, the Fund's annual turnover rate may exceed
100%. A high turnover rate (100% or more) necessarily involves greater trading
costs to the Fund.

The Fund's policies that, under normal market conditions, it will invest at
least 80% of its total assets in a diversified portfolio of common stocks of
domestic and foreign issuers and that at least 80% of the value of the Fund's
total assets will be subject to written index call options are non-fundamental
policies and may, be changed by the Fund's Board of Trustees (the "Board")
without Common Shareholder approval following the provision of 60 days' prior
written notice to Common Shareholders.

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20

INVESTMENT OBJECTIVES AND POLICIES
--------------------------------------------------------------------------------

INCIDENTAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES, EVEN IF NOTIFIED OF THE
POSSIBILITY OF SUCH DAMAGES.

INVESTMENT STRATEGY
Eaton Vance will be responsible for managing the Fund's overall investment
strategy, providing research support to the Sub-Advisers and supervising the
performance of the Sub-Advisers. Parametric will be responsible for structuring
and managing the Fund's common stock portfolio, including tax-loss harvesting
and other tax-management techniques, relying in part on the fundamental research
and analytical judgments of the Adviser. Parametric has developed specialized
programs and systems that are designed to provide for efficient implementation
of the Fund's strategies. The Fund's investments are actively managed, and
securities may be bought or sold on a daily basis. Rampart will be responsible
for providing advice on and execution of the Fund's options strategy. See
"Management of the Fund."

The Adviser believes that a strategy of owning a portfolio of common stocks and
selling covered call options (a "buy-write strategy") can provide current income
and gains and attractive risk-adjusted returns. Compared to selling call options
on individual stocks, the Adviser believes that selling index call options can
achieve better tax and transactional efficiency because exchange-listed options
on broad-based securities indices may qualify as "section 1256 contracts" as
defined in the Internal Revenue Code of 1986, as amended (the "Code"), subject
to favorable tax treatment and because the markets for index options may be
deeper and more liquid than options on individual stocks.

To avoid being subject to the "straddle rules" under federal income tax law, the
Fund intends to limit the overlap between its stock holdings (and any subset
thereof) and each index on which it has outstanding options positions to less
than 70% on an ongoing basis. Under the "straddle rules," "offsetting positions
with respect to personal property" generally are considered to be straddles. In
general, investment positions will be offsetting if there is a substantial
diminution in the risk of loss from holding one position by reason of holding
one or more other positions. The Fund expects that the index call options it
writes will not be considered straddles because its stock holdings will be
sufficiently dissimilar from the components of the indices on which it has
outstanding options positions under applicable guidance established by the
Internal Revenue Service (the "IRS"). Under certain circumstances, however, the
Fund may enter into options transactions or certain other investments that may
constitute positions in a straddle. Parametric will consider a variety of
factors in constructing and maintaining the Fund's stock portfolio, including,
but not limited to, stock performance ratings as determined by the Adviser,
stock dividend yields, overlap between the Fund's stock holdings and the indices
on which it has outstanding options positions, projected tracking of the U.S.
Segment and the International Segment versus their respective benchmarks,
realization of loss harvesting opportunities and other tax management
considerations. The Adviser's evaluation of the future performance potential of
individual stocks will be one among several considerations in portfolio

--------------------------------------------------------------------------------
21

INVESTMENT OBJECTIVES AND POLICIES
--------------------------------------------------------------------------------

construction and will not, on a standalone basis, be determinative of portfolio
construction. The Adviser's stock ratings will be based primarily on fundamental
research.

The Fund's index option strategy is designed to produce current cash flow from
option premiums and to moderate the volatility of the Fund's returns. This index
option strategy is of a hedging nature, and is not designed to speculate on
equity market performance. The Adviser believes that the Fund's index option
strategy will moderate the volatility of the Fund's returns because the option
premiums received will help to mitigate the impact of downward price movements
in the stocks held by the Fund, while the Fund's obligations under index calls
written will effectively limit the Fund's ability to participate in upward price
movements in portfolio stocks beyond certain levels. The Adviser initially
expects to follow a primary options strategy of selling index call options with
a remaining maturity of between approximately one and three months and
maintaining its short call options positions until approximately their
expiration date, at which time replacement call option positions with a
remaining maturity within this range are written. The Adviser does not intend to
sell index call options representing amounts greater than the value of the
Fund's common stock portfolio (i.e., take a 'naked' position).

The foregoing policies relating to investment in common stocks and index options
writing are the Fund's primary investment policies. In addition to its primary
investment policies, the Fund may invest to a limited extent in other types of
securities and engage in certain other investment practices.

In addition to writing index call options, the Fund may write call options on up
to 20% of the value of its total assets on futures contracts based upon
broad-based securities indices. The Fund's use of such options on index futures
would be substantially similar to its use of options directly on indices. The
Fund may also invest up to 20% of its total assets in other derivative
instruments acquired for hedging, risk management and investment purposes (to
gain exposure to securities, securities markets, markets indices and/or
currencies consistent with its investment objectives and policies), provided
that no more than 10% of the Fund's total assets may be invested in such
derivative instruments acquired for non-hedging purposes. Derivative instruments
may be used in order to help protect against a decline in the value of its
portfolio securities. Derivative instruments may also be used by the Fund to
enhance returns or as a substitute for the purchase or sale of securities.

TAX-MANAGED INVESTING
Taxes are a major influence on the net after-tax returns that investors receive
on their taxable investments. There are five potential sources of returns for a
Common Shareholder: (1) appreciation or depreciation in the value of the Common
Shares; (2) distributions of qualified dividend income; (3) distributions of
other investment income and net short-term capital gains; (4) distributions of
long-term capital gains (and long-term capital gains retained by the Fund); and
(5) distributions of return of capital. These different sources of investment
returns are subject to widely varying federal income tax treatment.
Distributions of other investment income (i.e., non-qualified dividend income)
and net realized short-term gains are taxed currently as ordinary income, at
rates as high as 35%. Distributions of qualified dividend income and net
realized long-term gains (whether distributed or retained by the Fund) are taxed
currently at rates up to 15% for individuals and other noncorporate taxpayers.
Generally, return from unrealized appreciation and depreciation in the value of
Common Shares and distributions characterized as return of capital are not
taxable until the Common Shareholder sells his or her Common Shares. Upon sale,
a capital gain or loss equal to the difference between the net proceeds of such
sale and the Common Shareholder's adjusted tax basis is realized. Capital gain
is considered long-term and is taxed at rates up to 15% for individuals and
other noncorporate taxpayers if the Common Shareholder has held his or her
shares more than one year. Otherwise, capital gain is considered short-term and
is taxed at rates up to 35%. The after-tax returns achieved

--------------------------------------------------------------------------------
22

INVESTMENT OBJECTIVES AND POLICIES
--------------------------------------------------------------------------------

by a Common Shareholder will be substantially influenced by the Fund's mix of
different types of returns subject to varying federal income tax treatment.

In implementing the Fund's investment strategy, the Adviser and Sub-Advisers
intend to employ a variety of techniques and strategies designed to skew the mix
of Fund returns to the types of returns that are most advantageously taxed,
thereby seeking to minimize and defer the federal income taxes incurred by
Common Shareholders in connection with their investment in the Fund. Such
techniques and strategies are expected to include: (1) employing a call options
strategy consisting primarily of selling index call options that qualify for
treatment as "section 1256 contracts" on which capital gains and losses are
generally treated as 60% long-term and 40% short-term, regardless of holding
period; (2) limiting the overlap between the Fund's stock holdings (and any
subset thereof) and each index on which it has outstanding options positions to
less than 70% on an ongoing basis so that the Fund's stock holdings and index
call options are not subject to the "straddle rules;" (3) engaging in a
systematic program of tax-loss harvesting in the Fund's stock portfolio,
periodically selling stock positions that have depreciated in value to realize
capital losses that can be used to offset capital gains realized by the Fund;
and (4) managing the sale of appreciated stock positions so as to minimize the
Fund's net realized short-term capital gains in excess of net realized long-term
capital losses. The Fund will seek to effect the 40% of gains on index options
treated as short-term against Fund expenses and realized losses on other
investments allocable against short-term gains. When an appreciated security is
sold, the Fund intends to select for sale the share lots resulting in the most
favorable tax treatment, generally those with holding periods sufficient to
qualify for long-term capital gains treatment that have the highest cost basis.

In addition, the Fund will seek to earn and distribute "qualified dividend
income." Under federal income tax law enacted in 2003, the qualified dividend
income of individuals and other noncorporate taxpayers is taxed at long-term
capital gain tax rates if certain holding period and other requirements are met.
Qualified dividends are dividends from domestic corporations and dividends from
foreign corporations that meet certain specified criteria. The Fund generally
can pass the tax treatment of qualified dividend income it receives through to
Common Shareholders. For the Fund to receive tax-advantaged treatment of its
qualified dividend income, the Fund must hold stock paying qualified dividends
for more than 60 days during the 121-day period beginning 60 days before the
ex-dividend date (or more than 90 days during the associated 181-day period, in
the case of certain preferred stocks). In addition, the Fund cannot be obligated
to make related payments (pursuant to a short sale or otherwise) with respect to
positions in any security that is substantially similar or related property with
respect to such stock. Similar provisions apply to each Common Shareholder's
investment in the Fund. In order for qualified dividend income paid by the Fund
to a Common Shareholder to be taxable at long-term capital gains rates, the
Common Shareholder must hold his or her Fund shares for more than 60 days during
the 121-day period surrounding the ex-dividend date. The provisions of the Code
applicable to qualified dividend income are effective through 2008. Thereafter,
qualified dividend income will be taxable as ordinary income unless further
legislative action is taken. The Fund's investment program and the tax treatment
of Fund distributions may be affected by IRS interpretations of the Code and
future changes in tax laws and regulations, including changes resulting from the
"sunset" provisions described above that would have the effect of repealing the
favorable treatment of qualified dividend income and reimposing the higher tax
rates applicable to ordinary income in 2009 unless further legislative action is
taken.

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23

INVESTMENT OBJECTIVES AND POLICIES
--------------------------------------------------------------------------------

payments over a given time period than if it held a single stock. In order for
dividends received by the Fund to qualify for favorable tax treatment, the Fund
must comply with the holding period and other requirements set forth in the
preceding paragraph. By complying with applicable holding period and other
requirements while engaging in dividend capture trading, the Fund may be able to
enhance the level of tax-advantaged dividend income it receives because it will
receive more dividend payments qualifying for favorable treatment during the
same time period than if it simply held portfolio stocks. The use of dividend
capture trading strategies will expose the Fund to increased trading costs and
potentially higher short-term gain or loss.

To seek to protect against price declines in securities holdings with large
accumulated gains, the Fund may use various hedging techniques (such as the sale
of futures contracts on stocks and stock indices and options thereon, equity
swaps, covered short sales, and forward sales of stocks). By using these
techniques rather than selling appreciated securities, the Fund can, within
certain limitations, reduce its exposure to price declines in the securities
without realizing substantial capital gains under current tax law. Derivative
instruments may also be used by the Fund to enhance returns or as a substitute
for the purchase or sale of securities. As a general matter, dividends received
on hedged stock positions are characterized as ordinary income and are not
eligible for favorable tax treatment. Dividends received on securities with
respect to which the Fund is obligated to make related payments (pursuant to
short sales or otherwise) will be treated as fully taxable ordinary income
(i.e., income other than tax-advantaged qualified dividend income). In addition,
use of derivatives may give rise to short-term capital gains and other income
that would not qualify for favorable tax treatment. As indicated above, in
addition to writing index call options, the Fund may write call options on up to
20% of the value of its total assets on futures contracts based upon broad-based
securities indices. The Fund's use of such options on index futures would be
substantially similar to its use of options directly on indices. The Fund may
also invest up to 20% of its total assets in other derivative instruments
acquired for hedging, risk management and investment purposes (to gain exposure
to securities, securities markets, markets indices and/or currencies consistent
with its investment objectives and policies), provided that no more than 10% of
the Fund's total assets may be invested in such derivative instruments acquired
for non-hedging purposes.

Options on broad-based equity indices that trade on a national securities
exchange registered with the Securities and Exchange Commission (the "SEC") or a
domestic board of trade designated as a contract market by the Commodity Futures
Trading Commission (the "CFTC") generally qualify for treatment as "section 1256
contracts." Options on broad-based equity indices that trade on other exchanges,
boards of trade or markets designated by the U.S. Secretary of Treasury also
qualify for treatment as "section 1256 contracts." Because only a small number
of exchanges, boards and markets outside the United States have to date received
the necessary designation, most foreign-traded stock index options do not
currently qualify for treatment as "section 1256 contracts." With respect to the
International Segment, the Fund generally intends to sell options on broad-based
foreign country and/or regional stock indices that are listed for trading in the
United States or which otherwise qualify as "section 1256 contracts." Options on
foreign indices that are listed for trading in the United States or which
otherwise qualify as "section 1256 contracts" may trade in substantially lower
volumes and with substantially wider bid-ask spreads than other options
contracts on the same or similar indices that trade on other markets outside the
United States. To implement its options program most effectively, the Fund may
sell index options that do not qualify as "section 1256 contracts." Gain or loss
on index options not qualifying as "section 1256 contracts" would be realized
upon disposition, lapse or settlement of the positions and would be treated as
short-term gain or loss.

COMMON STOCKS
Under normal market conditions, the Fund will invest at least 80% of its total
assets in a diversified portfolio of common stocks of domestic and foreign
issuers. Common stock represents an equity

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24

INVESTMENT OBJECTIVES AND POLICIES
--------------------------------------------------------------------------------

ownership interest in the issuing corporation. Holders of common stock generally
have voting rights in the issuer and are entitled to receive common stock
dividends when, as and if declared by the corporation's board of directors.
Common stock normally occupies the most subordinated position in an issuer's
capital structure. Returns on common stock investments consist of any dividends
received plus the amount of appreciation or depreciation in the value of the
stock.

Although common stocks have historically generated higher average returns than
fixed-income securities over the long term and particularly during periods of
high or rising concerns about inflation, common stocks also have experienced
significantly more volatility in returns and may not maintain their real value
during inflationary periods. An adverse event, such as an unfavorable earnings
report, may depress the value of a particular common stock held by the Fund.
Also, the prices of common stocks are sensitive to general movements in the
stock market and a drop in the stock market may depress the price of common
stocks to which the Fund has exposure. Common stock prices fluctuate for many
reasons, including changes in investors' perceptions of the financial condition
of an issuer or the general condition of the relevant stock market, or when
political or economic events affecting the issuers occur. In addition, common
stock prices may be sensitive to rising interest rates, as the costs of capital
rise and borrowing costs increase.

FOREIGN SECURITIES
The Fund will have substantial exposure to foreign securities. The value of
foreign securities is affected by changes in currency rates, foreign tax laws
(including withholding tax), government policies (in this country or abroad),
relations between nations and trading, settlement, custodial and other
operational risks. In addition, the costs of investing abroad are generally
higher than in the United States, and foreign securities markets may be less
liquid, more volatile and less subject to governmental supervision than markets
in the United States. Foreign investments also could be affected by other
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. As an alternative to holding
foreign-traded securities, the Fund may invest in dollar-denominated securities
of foreign companies that trade on U.S. exchanges or in the U.S.
over-the-counter market (including depositary receipts, which evidence ownership
in underlying foreign securities). Dividends received with respect to stock of a
foreign corporation may qualify for the reduced rates of federal income taxation
applicable to qualified dividend income only if such corporation satisfies the
requirements to be a "qualified foreign corporation."

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 are 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, which 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

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(particularly those located in developing countries) may be less liquid and more
volatile than securities of comparable U.S. companies.

American Depositary Receipts ("ADRs"), European Depositary Receipts ("EDRs") and
Global Depositary Receipts ("GDRs") may be purchased. ADRs, EDRs and GDRs are
certificates evidencing ownership of shares of foreign issuers 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'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.

EMERGING MARKETS
The Fund may invest up to 15% of its total assets in securities of issuers
located in emerging markets. The risks of foreign investments described above
apply to an even greater extent to investments in emerging markets. The
securities markets of emerging market countries are generally smaller, less
developed, less liquid and more volatile than the securities markets of the
United States and developed foreign markets. Disclosure and regulatory standards
in many respects are less stringent than in the United States and developed
foreign markets. There also may be a lower level of monitoring and regulation of
securities markets in emerging market countries, and enforcement of existing
regulations may be extremely limited. Many emerging market countries have
experienced substantial, and in some periods extremely high, rates of inflation
for many years. Inflation and rapid fluctuations in inflation rates have had and
may continue to have very negative effects on the economies and securities
markets of certain emerging market countries. Economies in emerging markets
generally are heavily dependent upon international trade and, accordingly, have
been and may continue to be affected adversely by trade barriers, exchange
controls, managed adjustments in relative currency values, and other
protectionist measures imposed or negotiated by the countries with which they
trade. The economies of these countries also have been and may continue to be
adversely affected by economic conditions in the countries in which they trade.
The economies of countries with emerging markets may also be predominantly based
on only a few industries or dependent on revenues from particular commodities.
In addition, custodial services and other costs relating to investment in
foreign markets may be more expensive in emerging markets than in many developed
foreign markets, which could reduce the Fund's income from such securities.

INDEX OPTIONS GENERALLY
The Fund will pursue its objectives in part by selling on a continuous basis
index options on at least 80% of each of the U.S. Segment and the International
Segment. Under normal market circumstances, at least 80% of the value of the
Fund's total assets will be subject to written index call options.

The Fund generally intends to sell index options that are exchange-listed and
"European style," meaning that the options may be exercised only on the
expiration date of the option. To implement its options program most
effectively, the Fund may also sell index options that trade in OTC markets.
Index options differ from options on individual securities in that index options
(i) typically are settled in cash rather than by delivery of securities (meaning
the exercise of an index option does not involve the actual purchase or sale of
securities) and (ii) reflect price fluctuations in a group of securities or
segments of the securities market rather than price fluctuations in a single
security.

U.S. listed options contracts are originated and standardized by the Options
Clearing Corporation (the "OCC"). Currently, United States listed index options
are available on approximately 89 indexes, with new listings added periodically.
In the United States, the Fund generally intends to sell index call

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options that are issued, guaranteed and cleared by the OCC. The Fund may also
sell index call options in the U.S. and outside the U.S. that are not issued,
guaranteed or cleared by the OCC, including OTC options. The Adviser believes
that there exists sufficient liquidity in the index options markets to fulfill
the Fund's requirements to implement its strategy.

To implement its options program most effectively, the Fund may sell index
options that trade in OTC markets. Participants in these markets are typically
not subject to credit evaluation and regulatory oversight as are members of
"exchanged based" markets. By engaging in index option transactions in these
markets, the Fund may take a credit risk with regard to parties with which it
trades and also may bear the risk of settlement default. These risks may differ
materially from those involved in exchange-traded transactions, which generally
are characterized by clearing organization guarantees, daily marking-to-market
and settlement, and segregation and minimum capital requirements applicable to
intermediaries. Transactions entered into directly between two counterparties
generally do not benefit from these protections, which in turn may subject the
Fund to the risk that a counterparty will not settle a transaction in accordance
with agreed terms and conditions because of a dispute over the terms of the
contract or because of a credit or liquidity problem. Such "counterparty risk"
is increased for contracts with longer maturities when events may intervene to
prevent settlement. The ability of the Fund 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
Fund.

SELLING INDEX CALL OPTIONS
The Fund's index option strategy is designed to produce current cash flow from
options premiums and to moderate the volatility of the Fund's returns. This
index option strategy is of a hedging nature, and is not designed to speculate
on equity market performance.

As the seller of index call options, the Fund will receive cash (the premium)
from the purchasers thereof. The purchaser of an index option has the right to
any appreciation in the value of the applicable index over a fixed price (the
exercise price) as of a specified date in the future (the option valuation
date). Generally, the Fund intends to sell index call options that are slightly
"out-of-the-money" (i.e., the exercise price generally will be slightly above
the current level of the applicable index when the option is sold). The Fund may
also sell index options that are more substantially "out-of-the-money." Such
options that are more substantially "out-of-the-money" provide greater potential
for the Fund to realize capital appreciation on its portfolio stocks but
generally would pay a lower premium than options that are slightly
"out-of-the-money." The Fund will, in effect, sell the potential appreciation in
the value of the applicable index above the exercise price in exchange for the
option premium received. If, at expiration, an index call option sold by the
Fund is exercised, the Fund will pay the purchaser the difference between the
cash value of the applicable index and the exercise price of the option. The
premium, the exercise price and the market value of the applicable index will
determine the gain or loss realized by the Fund as the seller of the index call
option.

Prior to expiration, the Fund may close an option position by making an
offsetting market purchase of identical option contracts (same type, underlying
index, exercise price and expiration). The cost of closing transactions and
payments in settlement of exercised options will reduce the net option premiums
available for distribution to Common Shareholders by the Fund. The reduction in
net option premiums due to a rise in stock prices should generally be offset, at
least in part, by appreciation in the value of the Fund's common stock portfolio
and by the opportunity to realize higher premium income from selling new index
options at higher exercise prices.

In certain extraordinary market circumstances, to limit the risk of loss on the
Fund's index option strategy, the Fund may enter into "spread" transactions by
purchasing index call options with higher exercise prices than those of index
call options written. The Fund will only engage in such transactions

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when Eaton Vance and Rampart believe that certain extraordinary events
temporarily have depressed equity prices and substantial short-term appreciation
of such prices is expected. By engaging in spread transactions in such
circumstances the Fund will reduce the limitation imposed on its ability to
participate in such recovering equity markets that exist if the Fund only writes
index call options. The premiums paid to purchase such call options are expected
to be lower than the premiums earned from the call options written at lower
exercise prices. However, the payment of these premiums will reduce amounts
available for distribution from the Fund's option activity.

The Fund will sell only "covered" call options. An index call option is
considered covered if the Fund maintains with its custodian assets determined to
be liquid (in accordance with procedures established by the Board) in an amount
at least equal to the contract value of the index. An index call option also is
covered if the Fund holds a call on the same index as the call written where the
exercise price of the call held is (i) equal to or less than the exercise price
of the call written, or (ii) greater than the exercise price of the call
written, provided the difference is maintained by the Fund in segregated assets
determined to be liquid (in accordance with procedures established by the
Board).

If an option written by the Fund expires unexercised, the Fund realizes a
capital gain equal to the premium received. If an option written by the Fund is
exercised, the Fund realizes a capital gain if the cash payment made by the Fund
upon exercise is less than the premium received from writing the option and a
capital loss if the cash payment made is more than the premium received. If a
written option is repurchased, the Fund realizes a capital gain if the cost of
repurchasing the option is less than the premium received from writing the
option and a capital loss if the cost of repurchasing the option is more than
the premium received.

For written index options that qualify as "section 1256 contracts," the Fund's
gains and losses thereon generally will be treated as 60% long-term and 40%
short-term capital gain or loss, regardless of holding period. In addition, the
Fund generally will be required to "mark to market" (i.e., treat as sold for
fair market value) each outstanding index option position at the close of each
taxable year (and on October 31 of each year for excise tax purposes) and to
adjust the amount of gain or loss subsequently realized to reflect the marking
to market. Gain or loss on index options not qualifying as "section 1256
contracts" would be realized upon disposition, lapse or exercise of the
positions and would be treated as short-term gain or loss.

The principal factors affecting the market value of an option contract include
supply and demand in the options market, interest rates, the current market
price of the underlying index in relation to the exercise price of the option,
the actual or perceived volatility associated with the underlying index, and the
time remaining until the expiration date. The premium received for an option
written by the Fund is recorded as an asset of the Fund and its obligation under
the option contract as an equivalent liability. The Fund then adjusts over time
the liability as the market value of the option changes. The value of each
written option will be marked to market daily and valued at the closing price on
the exchange on which it is traded or, if not traded on an exchange or no
closing price is available, at the mean between the last bid and asked prices or
otherwise at fair value as determined by the Board of the Fund.

The transaction costs of buying and selling options consist primarily of
commissions (which are imposed in opening, closing and exercise transactions),
but may also include margin and interest costs in particular transactions. The
impact of transaction costs on the profitability of a transaction may often be
greater for options transactions than for transactions in the underlying
securities because these costs are often greater in relation to option premiums
than in relation to the prices of underlying securities. Transaction costs may
be especially significant for less liquid option contracts and in option
strategies calling for multiple purchases and sales of options over short
periods of time or concurrently.

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Transaction costs associated with the Fund's options strategy will vary
depending on market circumstances and other factors.

There are three items of information needed to identify a particular index
option contract: (1) the expiration month, (2) the exercise (or strike) price
and (3) the type (i.e., call or put). For example, a January 2005 1200 strike
S&P 500 call option provides the option holder the right to receive $100
multiplied by the positive difference between the January option
exercise-settlement value of the S&P 500 (determine on January 20, 2005 based on
opening sales prices of the component index stocks on that date) and 1200. A
call option whose exercise price is above the current price of the underlying
index is called "out-of-the-money" and a call option whose exercise price is
below the current price of the underlying index is called "in-the-money."

The following is a conceptual example of the returns that may be achieved from a
buy-write investment strategy that consists of holding a portfolio of stocks
whose performance matches the S&P 500 and selling S&P 500 call options on the
full value of the stock position. This example is not meant to represent the
performance of actual option contracts or the Fund.

A holder of a portfolio of common stocks writes (sells) January 2005 1200 strike
S&P 500 call options on December 17, 2004 when the S&P 500 is at 1198.63. The
options writer receives $14.41 (1.20%) per option written. Assume that the
portfolio of stocks held by the options writer matches the performance of the
S&P 500 over the period until the January exercise-settlement value of the S&P
500 is determined on January 20, 2005.

In the example, the return over the period until option expiration earned by the
holder of a portfolio of stocks whose performance matches the S&P 500 and who
writes S&P 500 index call options on the full value of the portfolio position
and maintains the options position until expiration will be as follows: (1) if
the S&P 500 declines 1.20%, the option will expire worthless and the holder will
have a net return during the period the call option position is outstanding of
zero (option premium offsets loss in stock portfolio); (2) if the S&P 500 is
flat, the option will again expire worthless and the holder will have a net
return over the period of 1.20% (option premium plus no gain or loss on
portfolio); (3) if the S&P 500 rises 0.11%, the option will again expire with no
value and the holder will have a net return over the period of 1.31% (option
premium plus 0.11% portfolio return); and (4) if the index rises more than
0.11%, the exercise of the option would limit portfolio gain over the period to
0.11% and total net return to 1.31%. If the index value at exercise exceeds the
exercise price, returns over the period from the position are capped at 1.31%.
On an annualized basis, before accounting for the costs of the options
transactions, in this example option premiums increase returns by approximately
12.9% in down, flat and moderately up markets; annualized returns in this
example for the buy-write strategy, before accounting for the costs of the
options transactions, are capped at approximately 14.1% in a strong up market.

As demonstrated in the example, writing index call options can lower the
variability of potential return outcomes and can enhance returns in three of
four market performance scenarios (down, flat or moderately up). Only when the
level of the index at option expiration exceeds the sum of the premium received
and the option exercise price would the buy-write strategy be expected to
provide lower returns than the stock portfolio-only alternative. The amount of
downside protection afforded by the buy-write strategy in declining market
scenarios is limited, however, to the amount of option premium received. If an
index declines by an amount greater than the option premium, a buy-write
strategy consisting of owning all of the stocks in the index and writing index
options on the full value thereof would generate an investment loss. The Fund's
returns from implementing a buy-write strategy using index options will also be
substantially affected by the performance of the of the Fund's stock portfolio
versus the indices on which it writes call options.

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ADDITIONAL INVESTMENT PRACTICES

In addition to its primary investment strategies as described above, the Fund
may engage in the following investment practices:

TEMPORARY INVESTMENTS
During unusual market circumstances, the Fund may temporarily invest a
substantial portion of its assets 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. In moving to a substantial temporary investments
position and in transitioning from such a position back into conformity with the
Fund's normal investment policies, the Fund may incur transaction costs that
would not be incurred if the Fund had remained fully invested in accordance with
such normal policies. The transition to and from a substantial temporary
investments position may also result in the Fund having to sell common stocks
and/or close out options positions and then later purchase common stocks and
open new options positions in circumstances that might not otherwise be optimal.
The Fund's investment in such temporary investments under unusual market
circumstances may not be in furtherance of the Fund's investment objectives.

SELLING OPTIONS ON INDEX FUTURES
In addition to writing index call options, the Fund may write call options on up
to 20% of the value of its total assets on futures contracts based upon
broad-based securities indices. The Fund's use of such options on index futures
would be substantially similar to its use of options directly on indices and
involves substantially similar risks. Such options generally operate in the same
manner as options written directly on the underlying indices. An index futures
contract is a contract to buy or sell units of an index at a specified price
future date a price agreed upon when the contract is made. A call option on an
index futures contract, in return for the premium paid to the seller, gives the
buyer the right to assume a position in an index futures contract at the
specified exercise price at any time during the life of the contract. Upon
exercise of the option, the delivery of the futures position by the writer of
the option to the holder of the option will be accompanied by delivery of the
accumulated balance in the writer's futures margin account which represents the
amount by which the market price of the index futures contract, at exercise,
exceeds the exercise price of the call option on the index future. If an option
exercised on the last trading day prior to its expiration date, the settlement
will be made entirely in cash equal to the difference between the exercise price
of the option and the closing level of the index on which the future is based on
the expiration date. As in the case of written call options on indices, the Fund
may enter into closing purchase transactions to close out options written on
index futures at any time prior to expiration. Options on index futures
contracts may qualify as "section 1256 contracts" for federal income tax
purposes based upon the same criteria applicable to options directly on indices.
To the extent that any option on index futures contract written by the Fund is a
"section 1256 contract" under the Code, the contract will be marked-to-market
annually and any gain or loss will be treated as 60% long-term and 40%
short-term, regardless of the holding period of such contract.

FOREIGN CURRENCY TRANSACTIONS
The value of foreign assets as measured in U.S. dollars 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. The Fund may engage in transactions to hedge against changes
in foreign currencies, and will use such hedging techniques when the Adviser
deems appropriate. Foreign currency exchange transactions may be conducted on a
spot (i.e., cash) basis at the spot rate prevailing in the foreign currency
exchange

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market or through entering into derivative currency transactions. Currency
futures contracts are exchange-traded and change in value to reflect movements
of a currency or a basket of currencies. Settlement must be made in a designated
currency.

Forward foreign currency exchange contracts are individually negotiated and
privately traded so they are dependent upon the creditworthiness of the
counterparty. Such contracts may be used when a security denominated in a
foreign currency is purchased or sold, or when the receipt in a foreign currency
of dividend or interest payments on such a security is anticipated. A forward
contract can then "lock in" the U.S. dollar price of the security or the U.S.
dollar equivalent of such dividend or interest payment, as the case may be.
Additionally, when the Adviser believes that the currency of a particular
foreign country may suffer a substantial decline against the U.S. dollar, it may
enter into a forward contract to sell, for a fixed amount of dollars, the amount
of foreign currency approximating the value of some or all of the securities
held that are denominated in such foreign currency. The precise matching of the
forward contract amounts and the value of the securities involved will not
generally be possible. In addition, it may not be possible to hedge against
long-term currency changes. Cross-hedging may be performed by using forward
contracts in one currency (or basket of currencies) to hedge against
fluctuations in the value of securities denominated in a different currency if
the Adviser determines that there is an established historical pattern of
correlation between the two currencies (or the basket of currencies and the
underlying currency). Use of a different foreign currency magnifies exposure to
foreign currency exchange rate fluctuations. Forward contracts may also be used
to shift exposure to foreign currency exchange rate changes from one currency to
another. Short-term hedging provides a means of fixing the dollar value of only
a portion of portfolio assets. Income or gains earned on any of the Fund's
foreign currency transactions generally will be treated as fully taxable income
(i.e. income other than tax-advantaged dividends).

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. There may be no liquid
secondary market to close out options purchased or written, or forward contracts
entered into, until their exercise, expiration or maturity. There is also the
risk of default by, or the bankruptcy of, the financial institution serving as
counterparty.

WHEN-ISSUED SECURITIES AND FORWARD COMMITMENTS
Securities may be purchased on a "forward commitment" or "when-issued" basis
(meaning securities are purchased or sold with payment and delivery taking place
in the future) in order to secure what is considered to be an advantageous price
and yield at the time of entering into the transaction. However, the return on a
comparable security when the transaction is consummated may vary from the return
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 transacted securities 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 occur a month or more before delivery is due. However, no
payment or delivery is made until payment is received or delivery is made from
the other party to the transaction. The Fund does not intend to enter into
forward commitment or when-issued transactions for the purpose of investment
leverage.

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ILLIQUID SECURITIES
The Fund may invest up to 15% of its total assets in securities for which there
is no readily available trading market or that are otherwise illiquid. Illiquid
securities include securities legally restricted as to resale, such as
commercial paper issued pursuant to Section 4(2) of the Securities Act of 1933,
as amended, and securities eligible for resale pursuant to Rule 144A thereunder.
Section 4(2) and Rule 144A securities may, however, be treated as liquid by the
Adviser pursuant to procedures adopted by the Board, which require consideration
of factors such as trading activity, availability of market quotations and
number of dealers willing to purchase the security. If the Fund invests in Rule
144A securities, the level of portfolio illiquidity may be increased to the
extent that eligible buyers become uninterested in purchasing such securities.

It may be difficult to sell illiquid securities at a price representing their
fair value until such time as such securities may be sold publicly. Where
registration is required, a considerable period may elapse between a decision by
the Fund to sell the securities and the time when it would be permitted to sell.
Thus, the Fund may not be able to obtain as favorable a price as that prevailing
at the time of the decision to sell. The Fund may also acquire securities
through private placements under which it may agree to contractual restrictions
on the resale of such securities. Such restrictions might prevent their sale at
a time when such sale would otherwise be desirable.

OTHER DERIVATIVE INSTRUMENTS
In addition to the intended strategy of selling index call options, the Fund may
invest up to 20% of its total assets in other derivative instruments (which are
instruments that derive their value from another instrument, security or index)
acquired for hedging, risk management and investment purposes (to gain exposure
to securities, securities markets, markets indices and/or currencies consistent
with its investment objectives and policies), provided that no more than 10% of
the Fund's total assets may be invested in such derivative instruments acquired
for non-hedging purposes. These strategies may be executed through the use of
derivative contracts in the United States or abroad. In the course of pursuing
these investment strategies, the Fund may purchase and sell derivative contracts
based on equity and fixed-income indices and other instruments, purchase and
sell futures contracts and options thereon, and enter into various transactions
such as swaps, caps, floors or collars. In addition, derivatives may also
include new techniques, instruments or strategies that are permitted as
regulatory changes occur. Derivative instruments may be used by the Fund to
enhance returns or as a substitute for the purchase or sale of securities.

SWAPS
Swap contracts may be purchased or sold to hedge against fluctuations in
securities prices, interest rates or market conditions, to mitigate non-payment
or default risk, or to gain exposure to particular securities, baskets of
securities, indices or currencies. In a standard "swap" transaction, two parties
agree to exchange the returns (or differentials in rates of return) on different
currencies, securities, baskets of currencies or securities, indices or other
instruments, which returns are calculated with respect to a "notional amount,"
i.e., the designated referenced amount of exposure to the underlying
instruments. The Fund will enter into swaps only on a net basis, i.e., the two
payment streams are netted out, with the Fund receiving or paying, as the case
may be, only the net amount of the two payments. If the other party to a swap
defaults, the Fund's risk of loss consists of the net amount of payments that
the Fund is contractually entitled to receive. The net amount of the excess, if
any, of the Fund's obligations over its entitlements will be maintained in a
segregated account by the Fund's custodian. The Fund will not enter into any
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 Fund will have contractual remedies pursuant to the
agreements related to the transaction. Swaps are traded in the over-the-counter
market. The use of swaps is a highly specialized activity, which involves
investment techniques and risks different from those associated with ordinary

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portfolio securities transactions. If the Adviser is incorrect in its forecasts
of market values, interest rates and other applicable factors, the total return
performance of the Fund would be unfavorably affected.

TOTAL RETURN SWAPS
Total return swaps are contracts in which one party agrees to make payments of
the total return from the designated underlying asset(s), which may include
securities, baskets of securities or securities indices during the specified
period, in return for payments equal to a fixed or floating rate of interest or
the total return from other designated underlying asset(s).

INTEREST RATE SWAPS
Interest rate swaps involve the exchange by the Fund with another party of their
respective commitments to pay or receive interest (e.g., an exchange of fixed
rate payments for floating rate payments).

FUTURES AND OPTIONS ON FUTURES
In addition to writing options on index futures contracts for similar purposes
to writing options directly on indices, the Fund may purchase and sell various
kinds of financial futures contracts and options thereon to seek to hedge
against changes in stock prices or interest rates, for other risk management
purposes or to gain exposure to certain securities, indices and currencies.
Futures contracts may be based on various securities indices and securities.
Such transactions involve a risk of loss or depreciation due to adverse changes
in securities prices, which may exceed the Fund's initial investment in these
contracts. The Fund will only purchase or sell futures contracts or related
options in compliance with the rules of the CFTC. These transactions involve
transaction costs. Sales of futures contracts and related options generally
result in realization of short-term or long-term capital gain depending on the
period for which the investment is held. To the extent that any futures contract
or options on futures contract held by the Fund is a "section 1256 contract"
under the Code, the contract will be marked-to-market annually and any gain or
loss will be treated as 60% long-term and 40% short-term, regardless of the
holding period for such contract.

SHORT SALES
The Fund may sell a security short if it owns at least an equal amount of the
security sold short or another security convertible or exchangeable for an equal
amount of the security sold short without payment of further compensation (a
short sale against-the-box). In a short sale against-the-box, the short seller
is exposed to the risk of being forced to deliver stock that it holds to close
the position if the borrowed stock is called in by the lender, which would cause
gain or loss to be recognized on the delivered stock. The Fund expects normally
to close its short sales against-the-box by delivering newly acquired stock.

Short sales against-the-box can be a tax-efficient alternative to the sale of an
appreciated securities position. The ability to use short sales against-the-box
as a tax-efficient management technique with respect to holdings of appreciated
securities is limited to circumstances in which the hedging transaction is
closed out not later than thirty days after the end of the Fund's taxable year
in which the transaction was initiated, and the underlying appreciated
securities position is held unhedged for at least the next sixty days after the
hedging transaction is closed. Not meeting these requirements would trigger the
recognition of gain on the underlying appreciated securities position under the
federal tax laws applicable to constructive sales.

SECURITIES LENDING
The Fund may seek to earn income by lending portfolio securities to
broker-dealers or other institutional borrowers. As with other extensions of
credit, there are risks of delay in recovery or even loss of rights

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33

INVESTMENT OBJECTIVES AND POLICIES
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in the securities loaned if the borrower of the securities fails financially.
Loans will be made only to organizations whose credit quality or claims paying
ability is considered by the Adviser to be at least investment grade and when
the expected returns, net of administrative expenses and any finders' fees,
justifies the attendant risk. 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 financial condition of the borrower will be monitored by the Adviser
on an ongoing basis.

BORROWINGS
The Fund may borrow money to the extent permitted under the 1940 Act as
interpreted, modified or otherwise permitted by the regulatory authority having
jurisdiction. Although it does not currently intend to do so, the Fund may in
the future from time to time borrow money to add leverage to the portfolio. The
Fund may also borrow money for temporary administrative purposes or to meet
temporary cash needs.

REVERSE REPURCHASE AGREEMENTS
The Fund may enter into reverse repurchase agreements. Under a reverse
repurchase agreement, the Fund 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 Fund agrees to repurchase the instrument at an
agreed upon time (normally within seven days) and price, which reflects an
interest payment. The Fund 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. Income realized on reverse repurchase agreements
is taxable as ordinary income.

When the Fund 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 Fund's assets. As a result, such transactions may increase fluctuations
in the market value of the Fund's assets. There is a risk that large
fluctuations in the market value of the Fund's assets could affect net asset
value and the market price of Common Shares. Because reverse repurchase
agreements may be considered to be the practical equivalent of borrowing funds,
they constitute a form of leverage and may be subject to leverage risks. Such
agreements will be treated as subject to investment restrictions as mentioned
above under "Borrowings." If the Fund 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 Fund's cash available for distribution.

PORTFOLIO TURNOVER
The Fund will buy and sell securities to seek to accomplish it investment
objectives. Portfolio turnover generally involves expense to the Fund, including
brokerage commissions and other transaction costs on the sale of securities and
reinvestment in other securities. The Fund expects to maintain high turnover in
index call options, based on the Adviser's intent to sell index call options on
at least 80% of the value of its total assets and the Fund's initial expectation
to roll forward its options positions approximately every one to three months.
For its stock holdings, the Fund's annual portfolio turnover rate is expected to
exceed that of the indices on which the Fund writes call options due to turnover
in connection with the Fund's tax loss harvesting, gain matching, dividend
capture and other strategies. On an overall basis, the Fund's annual turnover
rate may exceed 100%. A high turnover rate (100% or more) necessarily involves
greater trading costs to the Fund.

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34

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Principal risks of the Fund

NO OPERATING HISTORY
The Fund is a newly organized, diversified closed-end investment company with no
history of operations and is designed for long-term investors and not as a
trading vehicle.

EQUITY RISK
Under normal market conditions, the Fund will invest its managed assets in a
diversified portfolio of common stocks. Therefore, a principal risk of investing
in the Fund is equity risk. Equity risk is the risk that the value of securities
held by the Fund will fall due to general market or economic conditions,
perceptions regarding the industries in which the issuers of securities held by
the Fund participate, and the particular circumstances and performance of
particular companies whose securities the Fund holds. Although common stocks
have historically generated higher average returns than fixed-income securities
over the long term, common stocks also have experienced significantly more
volatility in returns. An adverse event, such as an unfavorable earnings report,
may depress the value of equity securities of an issuer held by the Fund; the
price of common stock of an issuer may be particularly sensitive to general
movements in the stock market; or a drop in the stock market may depress the
price of most or all of the common stocks held by the Fund. In addition, common
stock of an issuer in the Fund's portfolio may decline in price if the issuer
fails to make anticipated dividend payments because, among other reasons, the
issuer of the security experiences a decline in its financial condition. Common
stocks in which the Fund will invest are structurally subordinated to preferred
stocks, bonds and other debt instruments in a company's capital structure, in
terms of priority to corporate income, and therefore will be subject to greater
dividend risk than preferred stocks or debt instruments of such issuers.
Finally, common stock prices may be sensitive to rising interest rates, as the
costs of capital rise and borrowing costs increase.

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PRINCIPAL RISKS OF THE FUND
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taxation, lack of uniform accounting and auditing standards, less publicly
available financial and other information and potential difficulties in
enforcing contractual obligations or repatriating capital invested in foreign
countries. As an alternative to holding foreign-traded securities, the Fund may
invest in dollar-denominated securities of foreign companies that trade on U.S.
exchanges or in the U.S. over-the-counter market (including depositary receipts,
which evidence ownership in underlying foreign securities).

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 markets are 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, which 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.

EMERGING MARKET SECURITY RISK
The Fund may invest up to 15% of its total assets in securities of issuers
located in emerging markets. The risks of foreign investments described above
apply to an even greater extent to investments in emerging markets. The
securities markets of emerging countries are generally smaller, less developed,
less liquid, and more volatile than the securities markets of the United States
and developed foreign markets. Disclosure and regulatory standards in many
respects are less stringent than in the United States and developed foreign
markets. There also may be a lower level of monitoring and regulation of
securities markets in emerging market countries and the enforcement of existing
regulations may be extremely limited. Many emerging countries have experienced
substantial, and in some periods extremely high, rates of inflation for many
years. Inflation and rapid fluctuations in inflation rates have had and may
continue to have very negative effects on the economies and securities markets
of certain emerging countries. Economies in emerging markets generally are
heavily dependent upon international trade and, accordingly, have been and may
continue to be affected adversely by trade barriers, exchange controls, managed
adjustments in relative currency values, and other protectionist measures
imposed or negotiated by the countries with which they trade. The economies of
these countries also have been and may continue to be adversely affected by
economic conditions in the countries in which they trade. The economies of
countries with emerging markets may also be predominantly based on only a few
industries or dependent on revenues from particular commodities. In addition,
custodial services and other costs relating to investment in foreign markets may
be more expensive in emerging markets than in many developed foreign markets,
which could reduce the Fund's income from such securities.

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36

PRINCIPAL RISKS OF THE FUND
--------------------------------------------------------------------------------

possibility of expropriation or confiscatory taxation, imposition of withholding
taxes on interest or dividend payments, or other similar developments that could
affect investments in those countries. There can be no assurance that adverse
political changes will not cause the Fund to suffer a loss of any or all of its
investments.

RISKS OF MID-CAP COMPANIES
The Fund may make investments in stocks of companies whose market capitalization
is considered middle sized or "mid-cap." Mid-cap companies often are newer or
less established companies than larger companies. Investments in mid-cap
companies carry additional risks because earnings of these companies tend to be
less predictable; they often have limited product lines, markets, distribution
channels or financial resources; and the management of such companies may be
dependent upon one or a few key people. The market movements of equity
securities of mid-cap companies may be more abrupt or erratic than the market
movements of equity securities of larger, more established companies or the
stock market in general. Historically, mid-cap companies have sometimes gone
through extended periods when they did not perform as well as larger companies.
In addition, equity securities of mid-cap companies generally are less liquid
than those of larger companies. This means that the Fund could have greater
difficulty selling such securities at the time and price that the Fund would
like.

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37

PRINCIPAL RISKS OF THE FUND
--------------------------------------------------------------------------------

the value of the index over the exercise price of the call option as of the
valuation date of the option. Because their exercise is settled in cash, sellers
of index call options such as the Fund cannot provide in advance for their
potential settlement obligations by acquiring and holding the underlying
securities. The Fund intends to mitigate the risks of its written index call
positions by holding a diversified portfolio of domestic and foreign stocks
similar to those of the indices on which it writes call options. However, the
Fund does not intend to acquire and hold a portfolio of exactly the same stocks
as the indices on which it writes call options. Due to tax considerations, the
Fund intends to limit the overlap between its stock holdings (and any subset
thereof) and each index on which it has outstanding options positions to less
than 70% on an ongoing basis. Consequently, the Fund bears the risk that the
performance of the Fund's stock portfolio will vary from the performance of the
indices on which it writes call options. For example, the Fund will suffer a
loss if the S&P 500 appreciates substantially above the exercise price of S&P
500 call options written by the Fund while the securities held by the Fund in
the U.S. Segment in the aggregate fail to appreciate as much or decline in value
over the life of the written option. Index options written by the Fund will be
priced on a daily basis. Their value will be affected primarily by changes in
the price and dividend rates of the underlying common stocks in such index,
changes in actual or perceived volatility of such index and the remaining time
to the options' expiration. The trading price of index call options will also be
affected by liquidity considerations and the balance of purchase and sale
orders.

A decision as to whether, when and how to use options involves the exercise of
skill and judgment, and even a well-conceived and well-executed options program
may be adversely affected by market behavior or unexpected events. As the writer
of index call options, the Fund will forgo, during the option's life, the
opportunity to profit from increases in the value of the applicable index above
the sum of the option premium received and the exercise price of the call
option, but retains the risk of loss, minus the option premium received, should
the value of the applicable index decline. When a call option is exercised, the
Fund will be required to deliver an amount of cash determined by the excess of
the value of the applicable index at contract termination over the exercise
price of the option. Thus, the exercise of index call options sold by the Fund
may require the Fund to sell portfolio securities to generate cash at
inopportune times or for unattractive prices.

With respect to the International Segment, the Fund generally intends to sell
options on broad-based foreign country and/or regional stock indices that are
listed for trading in the United States or which otherwise qualify as "section
1256 contracts." Options on foreign indices that are listed for trading in the
U.S. or which otherwise qualify as "section 1256 contracts" may trade in
substantially lower volumes and with substantially wider bid-ask spreads than
other options contracts on the same or similar indices that trade on other
markets outside the United States or in OTC markets. To implement its options
program most effectively, the Fund may sell index options that do not qualify as
"section 1256 contracts," including OTC options. Gain or loss on index options
not qualifying as "section 1256 contracts" would be realized upon disposition,
lapse or exercise of the positions and would be treated as short-term gain or
loss.

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PRINCIPAL RISKS OF THE FUND
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(vi) one or more exchanges could, for economic or other reasons, decide or be
compelled to discontinue the trading of options (or a particular class or series
of options) at some future date. If trading were discontinued, the secondary
market on that exchange (or in that class or series of options) would cease to
exist. However, outstanding options on that exchange that had been issued by the
OCC as a result of trades on that exchange would continue to be exercisable in
accordance with their terms.

The hours of trading for options may not conform to the hours during which
common stocks held by the Fund are traded. To the extent that the options
markets close before the markets for securities, significant price and rate
movements can take place in the securities markets that would not be reflected
concurrently in the options markets. index call options are marked to market
daily and their value is substantially affected by changes in the value of and
dividend rates of the securities represented in the underlying index, changes in
interest rates, changes in the actual or perceived volatility of the associated
index and the remaining time to the options' expiration, as well as trading
conditions in the options market.

To implement its options program most effectively, the Fund may sell index
options that trade in OTC markets. Participants in these markets are typically
not subject to credit evaluation and regulatory oversight as are members of
"exchange based" markets. By engaging in index option transactions in these
markets, the Fund may take a credit risk with regard to parties with which it
trades and also may bear the risk of settlement default. These risks may differ
materially from those involved in exchange-traded transactions, which generally
are characterized by clearing organization guarantees, daily marking-to-market
and settlement, and segregation and minimum capital requirements applicable to
intermediaries. Transactions entered into directly between two counterparties
generally do not benefit from these protections, which in turn may subject the
Fund to the risk that a counterparty will not settle a transaction in accordance
with agreed terms and conditions because of a dispute over the terms of the
contract or because of a credit or liquidity problem. Such "counterparty risk"
is increased for contracts with longer maturities when events may intervene to
prevent settlement. The ability of the Fund 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
Fund.

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39

PRINCIPAL RISKS OF THE FUND
--------------------------------------------------------------------------------

holding period and other requirements with respect to his or her Common Shares.
If positions held by the Fund were treated as "straddles" for federal income tax
purposes, dividends on such positions would not constitute qualified dividend
income subject to favorable income tax treatment. Gain or loss on positions in a
straddle are subject to special (and generally disadvantageous) rules. A portion
of the Fund's written index options may not qualify as "section 1256 contracts,"
and any gain or loss thereon would be realized upon disposition or termination
of the positions and would be treated as short-term gain or loss. See "Federal
income tax matters."

DISTRIBUTION RISK
The quarterly distributions Common Shareholders will receive from the Fund will
be sourced from the Fund's net option premiums, net realized and unrealized
gains on stock investments, and dividends and interest income, after payment of
Fund expenses. The Fund's cash available for distribution may vary widely over
the short- and long-term. If stock market volatility declines and, therefore,
stock prices decline, the level of premiums from writing index call options and
the amounts available for distribution from options activity will likely
decrease as well. Payments to close written call options will reduce amounts
available for distribution from call option premiums received. Net realized and
unrealized gains on the Fund's stock investments will be determined primarily by
the direction and movement of the U.S. stock market (and the particular stocks
held). Dividends on common stocks are not fixed but are declared at the
discretion of the issuer's board of directors. There can be no assurance that
quarterly distributions paid by the Fund to the Common Shareholders will be
maintained at initial levels or increase over time.

INTEREST RATE RISK
The premiums from writing index call options and amounts available for
distribution from the Fund's options activity may decrease in declining interest
rate environments. The value of the Fund's common stock investments may also be
influenced by changes in interest rates. Higher yielding stocks and stocks of
issuers whose businesses are substantially affected by changes in interest rates
may be particularly sensitive to interest rate risk.

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PRINCIPAL RISKS OF THE FUND
--------------------------------------------------------------------------------

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 securities, thereby adversely affecting the Fund's net asset value, and at
times may make the disposition of securities infeasible.

INFLATION RISK
Inflation risk is the risk that the purchasing power of assets or income from
investment 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.

FINANCIAL LEVERAGE
Although the Fund has no current intention to do so, the Fund is authorized and
reserves the flexibility to utilize leverage through the issuance of preferred
shares and/or borrowings, including the issuance of debt securities. In the
event that the Fund determines in the future to utilize investment leverage,
there can be no assurance that such a leveraging strategy will be successful
during any period in which it is employed. Leverage creates risks for Common
Shareholders, including the likelihood of greater volatility of net asset value
and market price of the Common Shares and the risk that fluctuations in
distribution rates on any preferred shares or fluctuations in borrowing costs
may affect the return to Common Shareholders. To the extent the returns derived
from securities purchased with proceeds received from leverage exceeds the cost
of leverage, the Fund's distributions may be greater than if leverage had not
been used. Conversely, if the returns from the securities purchased with such
proceeds 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 Fund's leveraged position if it deems
such action to be appropriate. The costs of an offering of preferred shares
and/or a borrowing program would be borne by Common Shareholders and
consequently would result in a reduction of the net asset value of Common
Shares. In addition, the fee paid to Eaton Vance will be calculated on the basis
of the Fund's average daily gross assets, including proceeds from the issuance
of preferred shares and/or borrowings, so the fees will be higher when leverage
is utilized. In this regard, holders of preferred shares 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
of the preferred shares offering.

MANAGEMENT RISK
The Fund is subject to management risk because it is an actively managed
portfolio. Eaton Vance, Parametric, Rampart and the individual portfolio
managers invest the assets of the Fund as they deem appropriate in implementing
the Fund's investment strategy. Accordingly, the success of the Fund depends
upon the investment skills and analytical abilities of Eaton Vance, Parametric,
Rampart and

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41

PRINCIPAL RISKS OF THE FUND
--------------------------------------------------------------------------------

the individual portfolio managers to develop and actively implement investment
strategies that achieve the Fund's investment objectives. There is no assurance
that Eaton Vance, Parametric, Rampart and the individual portfolio managers will
be successful in developing and implementing the Fund's investment strategy.
Subjective decisions made by Eaton Vance, Parametric, Rampart and the individual
portfolio managers may cause the Fund to incur losses or to miss profit
opportunities on which it could otherwise have capitalized.

Management of the Fund

BOARD OF TRUSTEES

The management of the Fund, including general supervision of the duties
performed by the Adviser under the Advisory Agreement (as defined below) and the
Sub-Advisers under each Sub-Advisory Agreement (as defined below), is the
responsibility of the Fund's Board under the laws of The Commonwealth of
Massachusetts and the 1940 Act.

THE ADVISER

Eaton Vance acts as the Fund's investment adviser under an Investment Advisory
Agreement (the "Advisory Agreement"). The Adviser's principal office is located
at The Eaton Vance Building, 255 State Street, Boston, Massachusetts 02109.
Eaton Vance, its affiliates and predecessor companies have been managing assets
of individuals and institutions since 1924 and of investment funds since 1931.
Eaton Vance (or its affiliates) currently serves as the investment adviser to
investment funds and various individual and institutional clients with combined
assets under management of approximately $106 billion as of July 31, 2005,
including approximately $64.6 billion in equity assets. Eaton Vance is a direct,
wholly-owned subsidiary of Eaton Vance Corp., a publicly-held holding company,
which through its subsidiaries and affiliates engages primarily in investment
management, administration and marketing activities.

Under the general supervision of the Fund's Board, Eaton Vance will be
responsible for managing the Fund's overall investment program, providing the
Sub-Advisers with research support and supervising the performance of the
Sub-Advisers. As described below under the caption "The Sub-Advisers,"
Parametric will be responsible for structuring and managing the Fund's common
stock portfolio, including tax-loss harvesting and other tax-management
techniques, relying in part on the fundamental research and analytical judgments
of the Adviser; Rampart will responsible for providing advice on

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MANAGEMENT OF THE FUND
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and execution of the Fund's options strategy. The Adviser will furnish to the
Fund investment advice and office facilities, equipment and personnel for
servicing the investments of the Fund. The Adviser will compensate all Trustees
and officers of the Fund who are members of the Adviser's organization and who
render investment services to the Fund, and will also compensate all other
Adviser personnel who provide research and investment services to the Fund. In
return for these services, facilities and payments, the Fund has agreed to pay
the Adviser as compensation under the Advisory Agreement an annual fee in the
amount of 1.00% of the average daily gross assets of the Fund. For purposes of
the Advisory Agreement and each Sub-Advisory Agreement, gross assets of the Fund
means total assets of the Fund, including any form of investment leverage that
the Fund may in the future determine to utilize, minus all accrued expenses
incurred in the normal course of operations, but not excluding any liabilities
or obligations attributable to any future investment leverage obtained through
(i) indebtedness of any type (including, without limitation, borrowing through a
credit facility/commercial paper program or the issuance debt securities), (ii)
the issuance of preferred shares or other similar preference securities, (iii)
the reinvestment of collateral received for securities loaned in accordance with
the Fund's investment objectives and policies and/or (iv) any other means.
During any future periods in which the Fund is using leverage, the fees paid to
Eaton Vance for investment advisory services will be higher than if the Fund did
not use leverage because the fees paid will be calculated on the basis of the
Fund's gross assets, including proceeds from any borrowings and from the
issuance of preferred shares.

Walter A. Row and other Eaton Vance investment professionals comprise the
investment team responsible for managing the Fund's overall investment program,
providing the Sub-Advisers with research support and supervising the performance
of the Sub-Advisers. Mr. Row is the portfolio manager responsible for the
day-to-day management of Eaton Vance's responsibilities with respect to the
Fund's investment portfolio.

Mr. Row is a Vice President and the Director of Equity Research at Eaton Vance.
He is a member of Eaton Vance's Equity Strategy Committee, manages four other
Eaton Vance registered closed-end investment companies that utilize buy-write
strategies and has been an equity analyst and member of Eaton's Vance's equity
research team since 1996.

THE SUB-ADVISERS

Eaton Vance has engaged its affiliate Parametric as a sub-adviser to the Fund.
Parametric will be responsible for structuring and managing the Fund's common
stock portfolio, including tax-loss harvesting and other tax-management
techniques, relying in part on the fundamental research and analytical judgments
of the Adviser. Parametric has developed specialized programs and systems that
allow for efficient implementation of the Fund's strategies. Parametric's
principal office is located at 1151 Fairview Avenue North, Seattle, WA 98109.
Parametric was founded in 1987. In September of 2003, Eaton Vance Corp, the
parent company of Eaton Vance, acquired an 80% interest in the firm, with the
remaining 20% owned primarily by Parametric employees. Parametric specializes in
managing broadly diversified, risk controlled and tax-efficient portfolios for
high net worth investors and investment company clients. Parametric managed
approximately $12.8 billion in assets as of July 31, 2005.

Under the terms of the Sub-Advisory Agreement (a "Sub-Advisory Agreement")
between Eaton Vance and Parametric, Eaton Vance (and not the Fund) will pay
Parametric a fee at an annual rate equal to 0.25% of the average daily gross
assets of the Fund. Pursuant to the terms of the Advisory Agreement, Eaton
Vance, upon approval by the Board, may terminate the Sub-Advisory Agreement and
Eaton Vance may assume full responsibility for the services provided by
Parametric without the need for approval by shareholders of the Fund.

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MANAGEMENT OF THE FUND
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David Stein, Ph.D., and Thomas Seto are the Parametric portfolio managers
responsible for the day-to-day management of the Fund's common stock portfolio.
Mr. Stein and Mr. Seto manage two other Eaton Vance closed-end investment
companies that utilize a buy-write investment strategy.

Mr. Stein is Managing Director and Chief Investment Officer at Parametric, where
he leads the investment, research and technology activities. Prior to joining
Parametric in 1996, Mr. Stein held senior research, development and portfolio
management positions at GTE Investment Management Corp., the Vanguard Group and
IBM Retirement Funds.

Mr. Seto is a Vice President and the Director of Portfolio Management at
Parametric where he is responsible for all portfolio management, including
taxable, tax-exempt, quantitative-active and international strategies. Prior to
joining Parametric in 1998, Mr. Seto served as the Head of U.S. Equity Index
Investments at Barclays Global Investors.

Eaton Vance has engaged Rampart to serve as a sub-adviser to the Fund to provide
advice on and execution of the Fund's options strategy. Rampart's principal
office is located at One International Place, Boston, Massachusetts 02110.
Founded in 1983, Rampart provides customized investment management services
within its core competency in options program management to a spectrum of
institutional, high net worth and investment company clients. Rampart managed
approximately $4.48 billion in assets as of June 30, 2005.

Ronald M. Egalka is the portfolio manager at Rampart responsible for the
development and implementation of the options strategy utilized in managing the
Fund.

Mr. Egalka has been with Rampart since 1983 and is President and CEO of Rampart.
He is also President of Rampart Securities, Inc., an affiliate of Rampart and a
NASD member broker/dealer. Mr. Egalka oversees the development and
implementation of investment strategies and tactics for Rampart. Mr. Egalka is
responsible for the development and implementation of the options strategies
utilized by four other Eaton Vance closed-end investment companies.

Under the terms of the Sub-Advisory Agreement (a "Sub-Advisory Agreement")
between Eaton Vance and Rampart, Eaton Vance (and not the Fund) will pay Rampart
a fee at an annual rate equal to 0.10% of the average daily gross assets of the
Fund. Pursuant to the terms of the Advisory Agreement, Eaton Vance, upon
approval by the Board, may terminate the Sub-Advisory Agreement and Eaton Vance
may assume full responsibility for the services provided by Rampart without the
need for approval by shareholders of the Fund.

The Fund, the Adviser and the Sub-Advisers have adopted codes of ethics relating
to personal securities transactions (the "Codes of Ethics"). The Codes of Ethics
permit Adviser and Sub-Adviser personnel to invest in securities (including
securities that may be purchased or held by the Fund) for their own accounts,
subject to certain pre-clearance, reporting and other restrictions and
procedures contained in such Codes of Ethics.

ADDITIONAL INFORMATION REGARDING PORTFOLIO MANAGERS
The Statement of Additional Information provides additional information about
the portfolio managers' compensation, other accounts managed by the portfolio
managers and the portfolio managers' ownership of securities in the Fund.

THE ADMINISTRATOR

Eaton Vance serves as administrator of the Fund. Under an Administration
Agreement with the Fund (the "Administration Agreement"), Eaton Vance is
responsible for managing the business affairs of the Fund, subject to the
supervision of the Fund's Board. Eaton Vance will furnish to the Fund all office
facilities, equipment and personnel for administering the affairs of the Fund.
Eaton Vance's

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MANAGEMENT OF THE FUND
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administrative services include recordkeeping, preparation and filing of
documents required to comply with federal and state securities laws, supervising
the activities of the Fund's custodian and transfer agent, providing assistance
in connection with the Board and shareholders' meetings, providing service in
connection with any repurchase offers and other administrative services
necessary to conduct the Fund's business. Eaton Vance currently receives no
compensation for providing administrative services to the Fund. In addition to
the management fee, the Fund pays all costs and expenses of its operation,
including compensation of its Trustees (other than those affiliated with the
Adviser), custodial expenses, dividend disbursing expenses, legal fees, expenses
of the independent auditors, expenses of preparing Fund documents and reports to
governmental agencies, and taxes and filing or other fees, if any.

Distributions

Commencing with the Fund's first distribution, the Fund intends to make regular
quarterly distributions to Common Shareholders sourced from the Fund's cash
available for distribution. "Cash available for distribution" will consist of
the Fund's net option premiums, net realized and unrealized gains on stock
investments, and dividends and interest income, after payment of Fund expenses.
The Fund's distribution rate may be adjusted from time-to-time. The Board may
modify this distribution policy at any time without obtaining the approval of
Common Shareholders. The initial distribution is expected to be declared
approximately 75 days and paid approximately 90 to 120 days after the completion
of this offering, depending on market conditions.

The Fund's annual distributions will likely differ from annual net investment
income. The investment income of the Fund will consist of all dividend and
interest income accrued on portfolio investments, short-term capital gain
(including short-term gains on option positions and gains on the sale of
portfolio investments held for one year or less) in excess of long-term capital
loss and income from certain hedging transactions, less all expenses of the
Fund. Expenses of the Fund will be accrued each day. To the extent that that
Fund's net investment income for any year exceeds the total quarterly
distributions paid during the year, the Fund will make a special distribution at
or near year-end of such excess amount as may be required. Over time, all of the
Fund's investment company taxable income will be distributed.

At least annually, the Fund intends to distribute any net capital gain (which is
the excess of net long-term capital gain over net short-term capital loss) or,
alternatively, to retain all or a portion of the year's net capital gain and pay
federal income tax on the retained gain. As provided under federal tax law,
Common Shareholders of record as of the end of the Fund's taxable year will
include their attributable share of the retained gain in their income for the
year as a long-term capital gain, and will be entitled to a tax credit or refund
for the tax paid on their behalf by the Fund. The Fund may treat the cash value
of tax credit and refund amounts in connection with retained capital gains as a
substitute for equivalent cash distributions.

If, for any calendar year, as discussed above, the total distributions made
exceed the Fund's net investment taxable income and net capital gains, the
excess generally will be treated as a tax-free return of capital to each Common
Shareholder (up to the amount of the Common Shareholder's basis in his or her
Common Shares) and thereafter as gain from the sale of Common Shares. The amount
treated as a tax-free return of capital will reduce the Common Shareholder's
adjusted basis in his or her Common Shares, thereby increasing his or her
potential gain or reducing his or her potential loss on the subsequent sale of
his or her Common Shares. Distributions in any year may include a substantial
return of capital component. Under the 1940 Act, for any distribution that
includes amounts from sources other than net income, the Fund is required to
provide Common Shareholders a

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45

DISTRIBUTIONS
--------------------------------------------------------------------------------

written statement regarding the components of such distribution. Such a
statement will be provided at the time of any distribution believed to include
any such amounts.

To permit the Fund to maintain more stable distributions, distribution rates
will be based on projected annual cash available for distribution. As a result,
the distributions paid by the Fund for any particular quarter may be more or
less than the amount of cash available for distribution for that quarterly
period. In certain circumstances, the Fund may be required to sell a portion of
its investment portfolio to fund distributions. Distributions will reduce the
Common Shares' net asset value.

Common Shareholders may elect automatically to reinvest some or all of their
distributions in additional Common Shares under the Fund's dividend reinvestment
plan. See "Dividend reinvestment plan."

The Fund has applied for an order from the SEC granting it an exemption from
Section 19(b) of the 1940 Act and Rule 19b-1 thereunder to permit the Fund to
include realized long-term capital gains as a part of its regular distributions
to Common Shareholders more frequently than would otherwise be permitted by the
1940 Act (generally once per taxable year). In the event that such an exemptive
order is obtained, the Fund will consider increasing the frequency of its
regular distributions to Common Shareholders from quarterly to monthly. The Fund
does not intend to designate more than the permitted number of capital gain
distributions until it receives such an exemptive order. The staff of the SEC
has indicated that it has suspended the processing of exemptive applications
requesting the type of relief referenced above, pending review by the staff of
the results of an industry-wide SEC inspection focusing on the dividend
practices of closed-end investment companies. There can be no assurance as to
when that review might be completed or whether, following that review, the staff
would process such applications or grant such relief. As a result of this
development, the Fund has no current expectation that it will be in a position
to include long-term capital gains in Fund distributions more frequently than is
permitted under the 1940 Act, thus leaving the Fund with the possibility of
variability in distributions (and their tax attributes) as discussed above.
Failure to receive exemptive relief would increase the likelihood that in
certain taxable years the Fund would retain all or a portion of the year's net
capital gain and pay tax on the retained gain as described above. The Adviser
does not believe that retaining capital gains and paying tax thereon would have
a material adverse affect on the Fund or the Common Shareholders.

Federal income tax matters

The following discussion of federal income tax matters is based on the advice of
Kirkpatrick & Lockhart Nicholson Graham LLP, counsel to the Fund. The Fund
intends to elect to be treated and to qualify each year as a regulated
investment company under the Code. Accordingly, the Fund intends to satisfy
certain requirements relating to sources of its income and diversification of
its assets and to distribute substantially all of its net income and net
short-term capital gains (after reduction by any available capital loss
carryforwards) in accordance with the timing requirements imposed by the Code,
so as to maintain its regulated investment company status and to avoid paying
federal income or excise tax thereon. To the extent it qualifies for treatment
as a regulated investment company and satisfies the above-mentioned distribution
requirements, the Fund will not be subject to federal income tax on income paid
to its shareholders in the form of dividends or capital gains distributions.

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46

FEDERAL INCOME TAX MATTERS
--------------------------------------------------------------------------------

of holding period in the Common Shares), and will be entitled to a tax credit or
refund for the tax paid on their behalf by the Fund. Common Shareholders of
record for the retained capital gain will also be entitled to increase their tax
basis in their Common Shares by 65% of the allocated gain. Distributions of the
Fund's net capital gain ("capital gain distributions"), if any, are taxable to
Common Shareholders as long-term capital gain, regardless of their holding
period in the Common Shares. Distributions of the Fund's net realized short-term
gains will be taxable as ordinary income.

If, for any calendar year, the Fund's total distributions exceed the Fund's
current and accumulated earnings and profits, the excess will be treated as a
tax-free return of capital to each Common Shareholder (up to the amount of the
Common Shareholder's basis in his or her Common Shares) and thereafter as gain
from the sale of Common Shares (assuming the Common Shares are held as a capital
asset). The amount treated as a tax-free return of capital will reduce the
Common Shareholder's adjusted basis in his or her Common Shares, thereby
increasing his or her potential gain or reducing his or her potential loss on
the subsequent sale or other disposition of his or her Common Shares. See below
for a summary of the maximum tax rates applicable to long-term capital gain
(including capital gain distributions). A corporation that owns Fund shares
generally will not be entitled to the dividends received deduction with respect
to all (or any prescribed percentage) of the distributions it receives from the
Fund. Fund distributions that are attributable to qualified dividend income
received by the Fund from certain domestic corporations may be designated by the
Fund as being eligible for the dividends received deduction.

If the Fund does not qualify as a RIC for any taxable year, the Fund'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 generally
would be eligible (i) to be treated as qualified dividend income in the case of
individual and other noncorporate shareholders and (ii) for the dividends
received deduction ("DRD") in the case of corporate shareholders. In addition,
in order to requalify for taxation as a RIC, the Fund may be required to
recognize unrealized gains, pay substantial taxes and interest, and make certain
distributions.

Certain of the Fund's investment practices are subject to special and complex
federal income tax provisions that may, among other things, (i) convert
dividends that would otherwise constitute qualified dividend income into
ordinary income, (ii) treat dividends that would otherwise be eligible for the
corporate dividends received deduction as ineligible for such treatment, (iii)
disallow, suspend or otherwise limit the allowance of certain losses or
deductions, (iv) convert long-term capital gain into short-term capital gain or
ordinary income, (v) convert an ordinary loss or deduction into a capital loss
(the deductibility of which is more limited), (vi) cause the Fund to recognize
income or gain without a corresponding receipt of cash, (vii) adversely affect
the time as to when a purchase or sale of stock or securities is deemed to occur
and (viii) adversely alter the characterization of certain complex financial
transactions. While it may not always be successful in doing so, the Fund will
seek to avoid or minimize any adverse tax consequences of its investment
practices.

For the Fund's index call options that qualify as "section 1256 contracts," Code
Section 1256 generally will require any gain or loss arising from the lapse,
closing out or exercise of such positions to be treated as 60% long-term and 40%
short-term capital gain or loss. In addition, the Fund generally will be
required to "mark to market" (i.e., treat as sold for fair market value) each
outstanding section 1256 contract position at the close of each taxable year
(and on October 31 of each year for excise tax purposes). If a section 1256
contract held by the Fund at the end of a taxable year is sold in the following
year, the amount of any gain or loss realized on such sale will be adjusted to
reflect the gain or loss previously taken into account under the "mark to
market" rules.

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47

FEDERAL INCOME TAX MATTERS
--------------------------------------------------------------------------------

The Fund's index call options that do not qualify as "section 1256 contracts"
generally will be treated as equity options governed by Code Section 1234.
Pursuant to Code Section 1234, if a written option expires unexercised, the
premium received is short-term capital gain to the Fund. If the Fund enters into
a closing transaction, the difference between the amount paid to close out its
position and the premium received for writing the option is short-term capital
gain or loss. If a call option written by the Fund that is not a section 1256
contract is cash settled, any resulting gain or loss will be short-term.

The Code contains special rules that apply to "straddles," defined generally as
the holding of "offsetting positions with respect to personal property." For
example, the straddle rules normally apply when a taxpayer holds stock and an
offsetting option with respect to such stock or substantially identical stock or
securities. In general, investment positions will be offsetting if there is a
substantial diminution in the risk of loss from holding one position by reason
of holding one or more other positions. The Fund expects that the index call
options it writes will not be considered straddles for this purpose because the
Fund's portfolio of common stocks will be sufficiently dissimilar from the
components of the indices on which it has outstanding options positions under
applicable guidance established by the IRS. Under certain circumstances,
however, the Fund may enter into options transactions or certain other
investments that may constitute positions in a straddle. If two or more
positions constitute a straddle, recognition of a realized loss from one
position must generally be deferred to the extent of unrecognized gain in an
offsetting position. In addition, long-term capital gain may be recharacterized
as short-term capital gain, or short-term capital loss as long-term capital
loss. Interest and other carrying charges allocable to personal property that is
part of a straddle are not currently deductible but must instead be capitalized.
Similarly, "wash sale" rules apply to prevent the recognition of loss by the
Fund from the disposition of stock or securities at a loss in a case in which
identical or substantially identical stock or securities (or an option to
acquire such property) is or has been acquired within a prescribed period.

The Code allows a taxpayer to elect to offset gains and losses from positions
that are part of a "mixed straddle." A "mixed straddle" is any straddle in which
one or more but not all positions are "section 1256 contracts". The Fund may be
eligible to elect to establish one or more mixed straddle accounts for certain
of its mixed straddle trading positions. The mixed straddle account rules
require a daily "marking to market" of all open positions in the account and a
daily netting of gains and losses from all positions in the account. At the end
of a taxable year, the annual net gains or losses from the mixed straddle
account are recognized for tax purposes. The net capital gain or loss is treated
as 60% long-term and 40% short-term capital gain or loss if attributable to the
section 1256 contract positions, or all short-term capital gain or loss if
attributable to the non-section 1256 contract positions.

The Fund may recognize gain (but not loss) from a constructive sale of certain
"appreciated financial positions" if the Fund enters into a short sale,
offsetting notional principal contract, or forward contract transaction with
respect to the appreciated position or substantially identical property.
Appreciated financial positions subject to this constructive sale treatment
include interests (including options and forward contracts and short sales) in
stock and certain other instruments. Constructive sale treatment does not apply
if the transaction is closed out not later than thirty days after the end of the
taxable year in which the transaction was initiated, and the underlying
appreciated securities position is held unhedged for at least the next sixty
days after the hedging transaction is closed.

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48

FEDERAL INCOME TAX MATTERS
--------------------------------------------------------------------------------

"substantially identical property" has been held by the Fund for more than one
year. In addition, entering into a short sale may result in suspension of the
holding period of "substantially identical property" held by the Fund.

Gain or loss on a short sale will generally not be realized until such time as
the short sale is closed. However, as described above in the discussion of
constructive sales, if the Fund holds a short sale position with respect to
securities that have appreciated in value, and it then acquires property that is
the same as or substantially identical to the property sold short, the Fund
generally will recognize gain on the date it acquires such property as if the
short sale were closed on such date with such property. Similarly, if the Fund
holds an appreciated financial position with respect to securities and then
enters into a short sale with respect to the same or substantially identical
property, the Fund generally will recognize gain as if the appreciated financial
position were sold at its fair market value on the date it enters into the short
sale. The subsequent holding period for any appreciated financial position that
is subject to these constructive sale rules will be determined as if such
position were acquired on the date of the constructive sale.

Under the "Jobs and Growth Tax Relief Reconciliation Act of 2003" (the "Tax
Act"), certain dividend distributions paid by the Fund (whether paid in cash or
reinvested in additional Common Shares) to individual taxpayers are taxed at
rates applicable to net long-term capital gains (15%, or 5% for individuals in
the 10% or 15% tax brackets). This tax treatment applies only if certain holding
period and other requirements are satisfied by the Common Shareholder and the
dividends are attributable to qualified dividend income received by the Fund
itself. For this purpose, "qualified dividend income" means dividends received
by the Fund from United States corporations and "qualified foreign
corporations," provided that the Fund satisfies certain holding period and other
requirements in respect of the stock of such corporations.

Subject to certain exceptions, a "qualified foreign corporation" is any foreign
corporation that is either (i) incorporated in a possession of the United States
(the "possessions test"), or (ii) eligible for benefits of a comprehensive
income tax treaty with the United States that the Secretary of the Treasury
determines is satisfactory for these purposes and which includes an exchange of
information program (the "treaty test"). The Secretary of the Treasury has
currently identified tax treaties between the United States and 52 other
countries that satisfy the treaty test. Subject to the same exceptions, a
foreign corporation that does not satisfy either the possessions test or the
treaty test will still be considered a "qualified foreign corporation" with
respect to any dividend paid by such corporation if the stock with respect to
which such dividend is paid is readily tradable on an established securities
market in the United States. The Treasury Department has issued a notice stating
that common or ordinary stock, or an ADR in respect of such stock, is considered
"readily tradable" if it is listed on a national securities exchange that is
registered under Section 6 of the Securities Exchange Act of 1934, as amended,
or on the NASDAQ Stock Market. Foreign corporations that are passive foreign
investment companies will not be "qualified foreign corporations."

In order for qualified dividends paid by the Fund to a Common Shareholder to be
taxable at long-term capital gains rates, the Common Shareholder must hold his
or her Common Shares for more than 60 days during the 121-day period surrounding
the ex-dividend date. For the Fund to receive tax-advantaged dividend income,
the Fund must hold stock paying qualified dividend income for more than 60 days
during the 121-day period beginning 60 days before the ex-dividend date (or more
than 90 days during the associated 181-day period, in the case of certain
preferred stocks). In addition, the Fund cannot be obligated to make related
payments (pursuant to a short sale or otherwise) with respect to positions in
any security that is substantially similar or related property with respect to
such stock. Gains on option positions treated as short-term and other short-term
gains, interest income and non-qualified dividends are not eligible for the
lower tax rate. The special rules relating to the taxation of ordinary income
dividends paid by the Fund generally apply to taxable years beginning before

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49

FEDERAL INCOME TAX MATTERS
--------------------------------------------------------------------------------

January 1, 2009. Thereafter, the Fund's distributions that are characterized as
dividends, other than capital gain distributions, will be fully taxable at
ordinary income tax rates unless further Congressional action is taken. There
can be no assurance as to what portion of the Fund's dividend distributions will
qualify for favorable treatment under the Tax Act. The Fund's investment program
and the tax treatment of Fund distributions may be affected by IRS
interpretations of the Code and future changes in tax laws and regulations,
including changes resulting from the "sunset" provisions described above that
would have the effect of repealing the favorable treatment of qualified dividend
income and reimposing the higher tax rates applicable to ordinary income in 2009
unless further legislative action is taken.

The Fund will inform Common Shareholders of the source and tax status of all
distributions promptly after the close of each calendar year.

Selling Common Shareholders will generally recognize gain or loss in an amount
equal to the difference between the Common Shareholder's adjusted tax basis in
the Common Shares sold and the sale proceeds. If the Common Shares are held as a
capital asset, the gain or loss will be a capital gain or loss. The maximum tax
rate applicable to net capital gains recognized by individuals and other non-
corporate taxpayers is (i) the same as the maximum ordinary income tax rate for
gains recognized on the sale of capital assets held for one year or less
(currently 35%), or (ii) 15% for gains recognized on the sale of capital assets
held for more than one year (as well as any capital gain distributions) (5% for
individuals in the 10% or 15% tax brackets). Any loss on a disposition of Common
Shares held for six months or less will be treated as a long-term capital loss
to the extent of any capital gain distributions received with respect to those
Common Shares. For purposes of determining whether Common Shares have been held
for six months or less, the holding period is suspended for any periods during
which the Common 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 Common Shares will be disallowed to the extent those Common Shares are
replaced by other Common Shares within a period of 61 days beginning 30 days
before and ending 30 days after the date of disposition of the Common Shares
(whether through the reinvestment of distributions or otherwise). In that event,
the basis of the replacement Common Shares will be adjusted to reflect the
disallowed loss.

An investor should be aware that, if Common Shares are purchased shortly before
the record date for any taxable distribution (including a capital gain
distribution), the purchase price likely will reflect the value of the
distribution and the investor then would receive a taxable distribution that is
likely to reduce the trading value of such Common Shares, in effect resulting in
a taxable return of some of the purchase price. Taxable distributions to certain
individuals and certain other non-corporate Common Shareholders, including those
who have not provided their correct taxpayer identification number and other
required certifications, may be subject to "backup" federal income tax
withholding at the fourth lowest rate of tax applicable to a single individual
(in 2005, 28%).

An investor should also be aware that the benefits of the reduced tax rate
applicable to long-term capital gains and qualified dividend income may be
impacted by the application of the alternative minimum tax to individual
shareholders.

The foregoing briefly summarizes some of the important federal income tax
consequences to Common Shareholders of investing in Common 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. Unless otherwise noted, this discussion assumes that an
investor is a U.S. person and holds Common 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

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50

FEDERAL INCOME TAX MATTERS
--------------------------------------------------------------------------------

retroactively or prospectively. Investors should consult their tax advisors
regarding other federal, state or local tax considerations that may be
applicable in their particular circumstances, as well as any proposed tax law
changes.

Dividend reinvestment plan

Pursuant to the Fund's dividend reinvestment plan (the "Plan"), a Common
Shareholder may elect to have all distributions (including capital gain
distributions) automatically reinvested in Common Shares. Common Shareholders
may elect to participate in the Plan by completing the dividend reinvestment
plan application form.

PFPC Inc. (the "Plan Agent") serves as agent for the Common Shareholders in
administering the Plan. Common Shareholders who elect not to participate in the
Plan will receive all Fund 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 PFPC Inc., 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.

Common Shares will be acquired by the Plan Agent or an independent broker-dealer
for the participants' accounts, depending upon the circumstances described
below, either (i) through receipt of additional previously authorized but
unissued Common Shares from the Fund ("newly issued Common Shares") or (ii) by
purchase of outstanding Common Shares on the open market ("open-market
purchases") on the New York Stock Exchange or elsewhere. If, on the payment date
for the distribution, the net asset value per Common Share is equal to or less
than the market price per Common Share plus estimated brokerage commissions
(such condition being referred to herein as "market premium"), the Plan Agent
will invest the distribution amount in newly issued Common Shares on behalf of
the participants. The number of newly issued Common Shares to be credited to
each participant's account will be determined by dividing the dollar amount of
the distribution by the net asset value per Common Share on the date the Common
Shares are issued, provided that the maximum discount from the then current
market price per Common Share on the date of issuance may not exceed 5%. If on
the distribution payment date the net asset value per Common Share is greater
than the market value plus estimated brokerage commissions (such condition being
referred to herein as "market discount"), the Plan Agent will invest the
distribution amount in Common Shares acquired on behalf of the participants in
open-market purchases.

In the event of a market discount on the distribution payment date, the Plan
Agent will have up to 30 days after the distribution payment date to invest the
distribution amount in Common Shares acquired in open-market purchases. If,
before the Plan Agent has completed its open-market purchases, the market price
of a Common Share exceeds the net asset value per Common Share, the average per
Common Share purchase price paid by the Plan Agent could exceed the net asset
value of the Fund's Common Shares, resulting in the acquisition of fewer Common
Shares than if the distribution had been paid in newly issued Common Shares on
the distribution payment date. Therefore, the Plan provides that if the Plan
Agent is unable to invest the full distribution amount in open-market purchases
during the purchase period or if the market discount shifts to a market premium
during the purchase period, the Plan Agent will cease making open-market
purchases and will invest the uninvested portion of the distribution amount in
newly issued Common Shares.

The Plan Agent maintains all Common Shareholders' accounts in the Plan and
furnishes written confirmation of all transactions in the accounts, including
information needed by Common Shareholders for tax records. Common Shares in the
account of each Plan participant will be held by the Plan Agent on behalf of the
Plan participant, and each Common Shareholder's proxy will include

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51

DIVIDEND REINVESTMENT PLAN
--------------------------------------------------------------------------------

those Common Shares purchased or received pursuant to the Plan. The Plan Agent
will forward all proxy solicitation materials to participants and vote proxies
for Common Shares held pursuant to the Plan in accordance with the instructions
of the participants. In the case of Common Shareholders such as banks, brokers
or nominees that hold Common Shares for others who are the beneficial owners,
the Plan Agent will administer the Plan on the basis of the number of Common
Shares certified from time to time by the record Common Shareholder's name and
held for the account of beneficial owners who participate in the Plan.

There will be no brokerage charges with respect to Common Shares issued directly
by the Fund as a result of distributions payable either in Common Shares or in
cash. However, each Plan participant will pay a pro rata share of brokerage
commissions incurred with respect to the Plan Agent's open-market purchases in
connection with the reinvestment of distributions.

Common Shareholders participating in the Plan may receive benefits not available
to Common Shareholders not participating in the Plan. If the market price (plus
commissions) of the Fund's Common Shares is above their net asset value,
participants in the Plan will receive Common Shares of the Fund purchased at a
discount to market price and having a current value that exceeds the cash
distributions they would have otherwise received on their Common Shares. If the
market price (plus commissions) of the Fund's Common Shares is below their net
asset value, Plan participants will receive Common Shares with a net asset value
that exceeds the cash distributions they would have otherwise received on their
Common Shares. There may, however, be insufficient Common Shares available in
the market at prices below net asset value to satisfy the Plan's requirements,
in which case the Plan Agent will acquire newly issued Common Shares. Also,
since the Fund does not redeem its Common Shares, the price on resale of Common
Shares may be more or less than their net asset value.

Experience under the Plan may indicate that changes are desirable. Accordingly,
upon 30 days' notice to Plan participants, the Fund reserves the right to amend
or terminate the Plan. A Plan participant will be charged a $5.00 service charge
and pay brokerage charges whenever he or she directs the Plan Agent to sell
Common Shares held in a distribution reinvestment account.

All correspondence concerning the Plan should be directed to the Plan Agent at
PFPC Inc., P.O. Box 43027, Providence, Rhode Island 02940-3027. Please call
1-800-331-1710 between the hours of 9:00 a.m. and 5:00 p.m. Eastern Time if you
have questions regarding the Plan.

Description of capital structure

The Fund is an unincorporated business trust established under the laws of The
Commonwealth of Massachusetts by an Agreement and Declaration of Trust dated and
filed with the Secretary of The Commonwealth on March 30, 2005 (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 Fund intends to hold annual meetings of
Common Shareholders in compliance with the requirements of the New York Stock
Exchange.

COMMON SHARES

The Declaration of Trust permits the Fund to issue an unlimited number of full
and fractional common shares of beneficial interest, $0.01 par value per share.
Each Common Share represents an equal proportionate interest in the assets of
the Fund with each other Common Share in the Fund. Holders of Common Shares will
be 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 holders of Common
Shares. 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

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52

DESCRIPTION OF CAPITAL STRUCTURE
--------------------------------------------------------------------------------

Declaration of Trust on file with the SEC. Upon liquidation of the Fund, after
paying or adequately providing for the payment of all liabilities of the Fund
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 Fund among the holders of the Common Shares. The Declaration of
Trust provides that Common Shareholders are not liable for any liabilities of
the Fund, and permits inclusion of a clause to that effect in agreements entered
into by the Fund and, in coordination with the Fund'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
Fund's Declaration of Trust and By-laws described in the foregoing sentence make
the likelihood of such personal liability remote.

The Fund has no current intention to issue preferred shares or to borrow money.
However, if at some future time there are any borrowings or preferred shares
outstanding, the Fund may not be permitted to declare any cash distribution on
its Common Shares, unless at the time of such declaration, (i) all accrued
distributions on preferred shares or accrued interest on borrowings have been
paid and (ii) the value of the Fund's total assets (determined after deducting
the amount of such distribution), less all liabilities and indebtedness of the
Fund not represented by senior securities, is at least 300% of the aggregate
amount of such securities representing indebtedness and at least 200% of the
aggregate amount of securities representing indebtedness plus the aggregate
liquidation value of the outstanding preferred shares. In addition to the
requirements of the 1940 Act, the Fund may be required to comply with other
asset coverage requirements as a condition of the Fund obtaining a rating of
preferred shares from a nationally recognized statistical rating agency (a
"Rating Agency"). These requirements may include an asset coverage test more
stringent than under the 1940 Act. This limitation on the Fund's ability to make
distributions on its Common Shares could in certain circumstances impair the
ability of the Fund to maintain its qualification for taxation as a regulated
investment company for federal income tax purposes. If the Fund were in the
future to issue preferred shares or borrow money, it would intend, 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 distributions to the holders of the preferred shares in
certain circumstances in connection with any potential impairment of the Fund's
status as a regulated investment company. See "Distributions--Federal Income Tax
Matters." Depending on the timing of any such redemption or repayment, the Fund
may be required to pay a premium in addition to the liquidation preference of
the preferred shares to the holders thereof.

The Fund 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 net asset value (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 Fund's outstanding
Common Shares. The Common Shares have no preemptive rights.

The Fund generally will not issue Common Share certificates. However, upon
written request to the Fund's transfer agent, a share certificate will be issued
for any or all of the full Common Shares credited to an investor's account.
Common Share certificates that have been issued to an investor may be returned
at any time.

REPURCHASE OF COMMON SHARES AND OTHER DISCOUNT METHODS

Because shares of closed-end management investment companies frequently trade at
a discount to their net asset values, the Board has determined that from
time-to-time it may be in the interest of Common

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53

DESCRIPTION OF CAPITAL STRUCTURE
--------------------------------------------------------------------------------

Shareholders for the Fund to take corrective actions to reduce trading discounts
in the Common Shares. 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 net asset value of the Common Shares, the liquidity of
the assets of the Fund, the effect on the Fund's expenses, whether such
transactions would impair the Fund'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 that may have a
material effect on the Fund'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 Common Shares
trading at a price equal to or approximating their net asset value. The Board,
in consultation with Eaton Vance, may from time to time review other possible
actions to reduce trading discounts in the Common Shares.

PREFERRED SHARES

The Fund has no current intention of issuing any shares other than the Common
Shares. However, the Declaration of Trust authorizes the issuance of an
unlimited number of shares of beneficial interest with preference rights (the
"preferred shares") in one or more series, with rights as determined by the
Board, by action of the Board without the approval of the Common Shareholders.

Under the requirements of the 1940 Act, the Fund must, immediately after the
issuance of any preferred shares, have an "asset coverage" of at least 200%.
Asset coverage means the ratio which the value of the total assets of the Fund,
less all liabilities 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 Fund, if any, plus the aggregate liquidation
preference of the preferred shares. If the Fund seeks a rating for preferred
shares, asset coverage requirements in addition to those set forth in the 1940
Act may be imposed. The liquidation value of any preferred shares would be
expected to equal their aggregate original purchase price plus 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 any
preferred shares, including their distribution rate, voting rights, liquidation
preference and redemption provisions, will be determined by the Board (subject
to applicable law and the Fund's Declaration of Trust) if and when it authorizes
preferred shares. The Fund 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 Fund to lengthen such intervals. At times,
the distribution rate as redetermined on any preferred shares could exceed the
Fund's return after expenses on the investment of proceeds from the preferred
shares and the Fund's leveraged capital structure would result in a lower rate
of return to Common Shareholders than if the Fund were not so structured.

In the event of any voluntary or involuntary liquidation, dissolution or winding
up of the Fund, the terms of any preferred shares may entitle the holders of
preferred shares to receive a preferential liquidating distribution (expected to
equal the original purchase price per share plus redemption premium, if any,
together with accrued and unpaid dividends, whether or not earned or declared
and on a cumulative basis) before any distribution of assets is made to Common
Shareholders. 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 Fund. Holders of
preferred shares, voting as a class, would be entitled to elect two of the
Fund's Trustees, if any preferred shares are issued. Under the 1940 Act, if at
any time dividends on the preferred shares are unpaid in an amount equal to two
full years' dividends thereon, the holders of all outstanding preferred shares,
voting as a class, will be entitled to elect a majority of the Board until all
dividends in default have been paid or declared and set apart for payment. In
addition, if required by a

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54

DESCRIPTION OF CAPITAL STRUCTURE
--------------------------------------------------------------------------------

Rating Agency rating the preferred shares or if the Board determines it to be in
the best interests of the Common Shareholders, issuance of the preferred shares
may result in more restrictive provisions than required under the 1940 Act. In
this regard, holders of preferred shares may, for example, be entitled to elect
a majority of the Fund's Board if only one dividend on the preferred shares is
in arrears.

In the event of any future issuance of preferred shares, the Fund likely would
seek a credit rating for such preferred shares from a Rating Agency. In such
event, as long as preferred shares are outstanding, the composition of its
portfolio will reflect guidelines established by such Rating Agency. Based on
previous guidelines established by Rating Agencies for the securities of other
issuers, the Fund anticipates that the guidelines with respect to any preferred
shares would establish a set of tests for portfolio composition and asset
coverage that supplement (and in some cases are more restrictive than) the
applicable requirements under the 1940 Act. Although no assurance can be given
as to the nature or extent of the guidelines that may be imposed in connection
with obtaining a rating of any preferred shares, the Fund anticipates that such
guidelines would include asset coverage requirements that are more restrictive
than those under the 1940 Act, restrictions on certain portfolio investments and
investment practices and certain mandatory redemption requirements relating to
any preferred shares. No assurance can be given that the guidelines actually
imposed with respect to any preferred shares by a Rating Agency would be more or
less restrictive than those described in this Prospectus.

CREDIT FACILITY/COMMERCIAL PAPER PROGRAM

The Fund has no current intention to borrow money for the purpose of obtaining
investment leverage. If, in the future, the Fund determines to engage in
investment leverage using borrowings, the Fund may enter into definitive
agreements with respect to a credit facility/commercial paper program or other
borrowing program, pursuant to which the Fund would expect to be entitled to
borrow up to a specified amount. Any such borrowings would constitute financial
leverage. Borrowings under such a facility/commercial paper program would not be
expected to be convertible into any other securities of the Fund. Outstanding
amounts would be expected to be prepayable by the Fund prior to final maturity
without significant penalty, and no sinking fund or mandatory retirement
provisions would be expected to apply. Outstanding amounts would be payable at
maturity or such earlier times as required by the agreement. The Fund may be
required to prepay outstanding amounts under the facility/program or incur a
penalty rate of interest in the event of the occurrence of certain events of
default. The Fund would be expected to indemnify the lenders under the
facility/program against liabilities they may incur in connection with the
facility/program.

In addition, the Fund expects that any such credit facility/program would
contain covenants that, among other things, likely would limit the Fund's
ability to pay distributions in certain circumstances, incur additional debt,
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 Fund may be 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
Fund expects that any credit facility/program would have customary covenant,
negative covenant and default provisions. There can be no assurance that the
Fund will enter into an agreement for a credit facility/program on terms and
conditions representative of the foregoing, or that additional material terms
will not apply. In addition, if entered into, any such credit facility/program
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.

EFFECTS OF POSSIBLE FUTURE LEVERAGE

As discussed above, the Fund has no current intention to issue preferred shares
or to borrow money for the purpose of obtaining investment leverage. In the
event that the Fund determines in the future to

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55

DESCRIPTION OF CAPITAL STRUCTURE
--------------------------------------------------------------------------------

utilize investment leverage, there can be no assurance that such a leveraging
strategy would be successful during any period in which it is employed. Leverage
creates risks for Common Shareholders, including the likelihood of greater
volatility of net asset value and market price of the Common Shares and the risk
that fluctuations in distribution rates on any preferred shares or fluctuations
in borrowing costs may affect the return to Common Shareholders. To the extent
that amounts available for distribution derived from securities purchased with
the proceeds of leverage exceed the cost of such leverage, the Fund's
distributions would be greater than if leverage had not been used. Conversely,
if the amounts available for distribution derived from securities purchased with
leverage proceeds are not sufficient to cover the cost of leverage,
distributions to Common Shareholders would 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 Fund's leveraged position if it deems such action to
be appropriate. The costs of an offering of preferred shares and/or a borrowing
program would be borne by Common Shareholders and consequently would result in a
reduction of the net asset value of Common Shares.

In addition, the fee paid to Eaton Vance will be calculated on the basis of the
Fund's average daily gross assets, including proceeds from the issuance of
preferred shares and/or borrowings, so the fees would be higher if leverage is
utilized. In this regard, holders of preferred shares would not bear the
investment advisory fee. Rather, Common Shareholders would bear the portion of
the investment advisory fee attributable to the assets purchased with the
proceeds of the preferred shares offering.

ANTI-TAKEOVER PROVISIONS IN THE DECLARATION OF TRUST

The Declaration of Trust includes provisions that could have the effect of
limiting the ability of other entities or persons to acquire control of the Fund
or to change the composition of its Board and could have the effect of depriving
Common Shareholders of an opportunity to sell their Common Shares at a premium
over prevailing market prices by discouraging a third party from seeking to
obtain control of the Fund. These provisions may have the effect of discouraging
attempts to acquire control of the Fund, which attempts could have the effect of
increasing the expenses of the Fund and interfering with the normal operation of
the Fund. The Board is divided into three classes, with the term of one class
expiring at each annual meeting of shareholders. At each annual meeting, one
class of Trustees is elected to a three-year term. This provision could delay
for up to two years the replacement of a majority of the Board. 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 Fund that elected such Trustee and are entitled to vote
on the matter.

In addition, the Declaration of Trust requires the favorable vote of the holders
of at least 75% of the outstanding shares of each class of the Fund, voting as a
class, then entitled to vote to approve, adopt or authorize certain transactions
with 5%-or-greater holders 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 5%-or-greater holder of a class of shares (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 Fund. The transactions subject to these special
approval requirements are: (i) the merger or consolidation of the Fund or any
subsidiary of the Fund with or into any Principal Shareholder; (ii) the issuance
of any securities of the Fund to any Principal Shareholder for cash; (iii) the
sale, lease or exchange of all or any substantial part of the assets of the Fund
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 the Fund
or any subsidiary thereof, in exchange for securities of the Fund, of any assets
of any Principal Shareholder (except assets having an aggregate fair market

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56

DESCRIPTION OF CAPITAL STRUCTURE
--------------------------------------------------------------------------------

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).

The Board has determined that provisions with respect to the Board and the 75%
voting requirements described above, which voting requirements are greater than
the minimum requirements under Massachusetts law or the 1940 Act, are in the
best interest of Common Shareholders generally. Reference should be made to the
Declaration of Trust on file with the SEC for the full text of these provisions.

CONVERSION TO OPEN-END FUND

The Fund may be converted to an open-end management investment company at any
time if approved by the lesser of (i) two-thirds or more of the Fund's then
outstanding Common Shares and preferred shares (if any), each voting separately
as a class, or (ii) more than 50% of the then outstanding Common Shares and
preferred shares (if any), 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 Fund could not occur until 90 days after the
shareholders' meeting at which such conversion was approved and would also
require at least 30 days' prior notice to all shareholders. Conversion of the
Fund to an open-end management investment company also would require the
redemption of any outstanding preferred shares and could require the repayment
of borrowings, which would eliminate any future leveraged capital structure of
the Fund with respect to the Common Shares. In the event of conversion, the
Common Shares would cease to be listed on the New York Stock Exchange or other
national securities exchange or market system. The Board believes that the
closed-end structure is desirable, given the Fund's investment objectives and
policies. Investors should assume, therefore, that it is unlikely that the Board
would vote to convert the Fund to an open-end management investment company.
Shareholders of an open-end management investment company may require the
company to redeem their shares at any time (except in certain circumstances as
authorized by or under the 1940 Act) at their net asset value, less such
redemption charge, if any, as might be in effect at the time of a redemption. If
the Fund were to convert to an open-end investment company, the Fund expects it
would pay all such redemption requests in cash, but would likely reserve the
right to pay redemption requests in a combination of cash or securities. If such
partial payment in securities were made, investors may incur brokerage costs in
converting such securities to cash. If the Fund were converted to an open-end
fund, it is likely that new Common Shares would be sold at net asset value plus
a sales load.

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57

--------------------------------------------------------------------------------

Underwriting

The underwriters named below (the "Underwriters"), acting through UBS Securities
LLC, 299 Park Avenue, New York, New York, Citigroup Global Markets Inc., 388
Greenwich Street, New York, New York, Merrill Lynch, Pierce, Fenner & Smith
Incorporated, 4 World Financial Center, New York, New York, Wachovia Capital
Markets, LLC, 7 St. Paul Street, 1st Floor, Baltimore, Maryland and A.G. Edwards
& Sons, Inc., One North Jefferson, St. Louis, Missouri as lead managers and
Advest, Inc., Banc of America Securities LLC, Robert W. Baird & Co.
Incorporated, H&R Block Financial Advisors, Inc., Deutsche Bank Securities Inc.,
Ferris, Baker Watts, Incorporated, J.J.B. Hilliard, W.L. Lyons, Inc., Janney
Montgomery Scott LLC, Legg Mason Wood Walker, Incorporated, Oppenheimer & Co.
Inc., RBC Capital Markets Corporation, Raymond James & Associates, Inc. and
Wells Fargo Securities, LLC as their representatives (together with the lead
managers, the "Representatives"), have severally agreed, subject to the terms
and conditions of an underwriting agreement with the Fund, Eaton Vance, Rampart
and Parametric (the "Underwriting Agreement"), to purchase from the Fund the
number of Common Shares set forth opposite their respective names. The
Underwriters are committed to purchase and pay for all of such Common Shares
(other than those covered by the over-allotment option described below) if any
are purchased.

NUMBER OF
UNDERWRITERS COMMON SHARES
---------------------------------------------------------------------------

UBS Securities LLC.......................................... 16,500,000
Citigroup Global Markets Inc. .............................. 16,500,000
Merrill Lynch, Pierce, Fenner & Smith Incorporated.......... 16,500,000
Wachovia Capital Markets, LLC............................... 16,500,000
A.G. Edwards & Sons, Inc. .................................. 6,500,000
Advest, Inc. ............................................... 750,000
Banc of America Securities LLC.............................. 4,150,000
Robert W. Baird & Co. Incorporated.......................... 400,000
H&R Block Financial Advisors, Inc. ......................... 2,500,000
Deutsche Bank Securities Inc. .............................. 1,000,000
Ferris, Baker Watts, Incorporated........................... 750,000
J.J.B. Hilliard, W.L. Lyons, Inc. .......................... 750,000
Janney Montgomery Scott LLC................................. 1,500,000
Legg Mason Wood Walker, Incorporated........................ 1,500,000
Oppenheimer & Co. Inc. ..................................... 1,500,000
RBC Capital Markets Corporation............................. 2,500,000
Raymond James & Associates, Inc. ........................... 2,000,000
Wells Fargo Securities, LLC................................. 4,000,000
J.B. Hanauer & Co. ......................................... 250,000
KeyBanc Capital Markets, a division of McDonald Investments
Inc. ..................................................... 250,000
Morgan Keegan & Company, Inc. .............................. 250,000
Piper Jaffray & Co. ........................................ 250,000
Ryan, Beck & Co. LLC........................................ 250,000
M.L. Stern & Co., LLC....................................... 250,000
Stone & Youngberg LLC....................................... 250,000
SunTrust Capital Markets, Inc. ............................. 250,000
TD Waterhouse Investor Services, Inc. ...................... 250,000
Webush Morgan Securities Inc. .............................. 250,000
BB&T Capital Markets, a division of Scott & Stringfellow,
Inc. ..................................................... 100,000
Cadaret Grant & Co., Inc. .................................. 100,000
Crowell, Weedon & Co. ...................................... 100,000
D.A. Davidson & Co. ........................................ 100,000
GunnAllen Financial, Inc. .................................. 100,000
Mesirow Financial, Inc. .................................... 100,000
Fifth Third Securities, Inc. ............................... 100,000

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58

UNDERWRITING
--------------------------------------------------------------------------------

NUMBER OF
UNDERWRITERS COMMON SHARES
---------------------------------------------------------------------------

Royal Alliance Associates, Inc. ............................ 100,000
The Seidler Companies Incorporated.......................... 100,000
Anderson & Strudwick, Incorporated.......................... 50,000
Axiom Capital Management, Inc. ............................. 50,000
Bernard Herold & Co., Inc. ................................. 50,000
William Blair & Company, L.L.C. ............................ 50,000
City Securities Corporation................................. 50,000
Commonwealth Securities & Investments, Inc. ................ 50,000
Huntleigh Securities Corporation ........................... 50,000
Jesup & Lamont Securities Corporation....................... 50,000
Johnston, Lemon & Co. Incorporated.......................... 50,000
NatCity Investments, Inc. .................................. 50,000
David A. Noyes & Company.................................... 50,000
Sanders Morris Harris Inc. ................................. 50,000
Spelman & Co., Inc. ........................................ 50,000
Stanford Group Company...................................... 50,000
Sterne, Agee & Leach, Inc. ................................. 50,000
B.C. Ziegler and Company.................................... 50,000
------------
Total..................................................... 100,000,000
============

The Fund has granted to the Underwriters an option, exercisable for 45 days from
the date of this Prospectus, to purchase up to an additional 15,000,000 Common
Shares to cover over-allotments, if any, at the initial offering price per
Common Share minus the commission described in the following paragraph. The
Underwriters may exercise such option solely for the purpose of covering
underwriting over-allotments incurred in the sale of the Common Shares offered
hereby. To the extent that the Underwriters exercise this option, each of the
Underwriters will have a firm commitment, subject to certain conditions, to
purchase an additional number of Common Shares proportionate to such
Underwriter's initial commitment.

The Fund has agreed to pay a commission to the Underwriters in the amount of
$0.90 per Common Share (4.50% of the public offering price per Common Share).
The Representatives have advised the Fund that the Underwriters may pay up to
$0.60 per Common Share from such commission to selected dealers who sell the
Common Shares and that such dealers may reallow a concession of up to $0.10 per
Common Share to certain other dealers who sell Common Shares. Eaton Vance or an
affiliate has agreed to (i) reimburse all organizational costs and (ii) pay all
offering costs of the Fund (other than sales loads) that exceed $0.04 per Common
Share. Investors must pay for any Common Shares purchased on or before September
30, 2005.

Prior to this offering, there has been no public market for the Common Shares or
any other securities of the Fund. Consequently, the offering price for the
Common Shares was determined by negotiation among the Fund, Eaton Vance, the
Sub-Advisers and the Representatives. There can be no assurance, however, that
the price at which Common Shares sell after this offering will not be lower than
the price at which they are sold by the Underwriters or that an active trading
market in the Common Shares will develop and continue after this offering. The
minimum investment requirement is 100 Common Shares ($2,000).

The Fund, Eaton Vance, Rampart and Parametric have each agreed to indemnify the
several Underwriters for or to contribute to the losses arising out of certain
liabilities, including liabilities under the Securities Act of 1933, as amended.

The Fund has agreed not to offer, sell or register with the SEC any additional
equity securities of the Fund, other than issuances of Common Shares, including
pursuant to the Fund's Plan, and issuances in connection with any preferred
shares, each as contemplated in this Prospectus, for a period of

--------------------------------------------------------------------------------
59

UNDERWRITING
--------------------------------------------------------------------------------

180 days after the date of the Underwriting Agreement without the prior written
consent of the Representatives.

The Representatives have informed the Fund that the Underwriters do not intend
to confirm sales to any accounts over which they exercise discretionary
authority.

In connection with this offering, the Underwriters may purchase and sell Common
Shares in the open market. These transactions may include over-allotment and
stabilizing transactions and purchases to cover syndicate short positions
created in connection with this offering. Stabilizing transactions consist of
certain bids or purchases for the purpose of preventing or retarding a decline
in the market price of the Common Shares and syndicate short positions involve
the sale by the Underwriters of a greater number of Common Shares than they are
required to purchase from the Fund in this offering. The Underwriters also may
impose a penalty bid, whereby selling concessions allowed to syndicate members
or other broker-dealers in respect of the Common Shares sold in this offering
for their account may be reclaimed by the syndicate if such Common Shares are
repurchased by the syndicate in stabilizing or covering transactions. These
activities may stabilize, maintain or otherwise affect the market price of the
Common Shares, which may be higher than the price that might otherwise prevail
in the open market; and these activities, if commenced, may be discontinued at
any time without notice. These transactions may be effected on the New York
Stock Exchange or otherwise.

The Fund anticipates that the Representatives and certain other Underwriters may
from time to time act as brokers or dealers in connection with the execution of
its portfolio transactions after they have ceased to be Underwriters and,
subject to certain restrictions, may act as such brokers while they are
Underwriters.

In connection with the offering, certain of the Underwriters or selected dealers
may distribute prospectuses electronically.

SHAREHOLDER SERVICING AGENT

Pursuant to a shareholder servicing agreement (the "Shareholder Servicing
Agreement") between UBS Securities LLC and Eaton Vance, UBS Securities LLC will,
at the request of and as specified by Eaton Vance, (i) undertake to make
available public information pertaining to the Fund on an ongoing basis and to
communicate to investors and prospective investors the Fund's features and
benefits (including arranging periodic seminars or conference calls for Eaton
Vance to communicate to investors, responding to questions from current or
prospective shareholders and contacting specific shareholders, where
appropriate), provided that services shall not include customary market research
information provided by the Shareholder Servicing Agent or its registered
broker-dealer affiliates in the ordinary course of their business; (ii) make
available to investors and prospective investors market price, net asset value,
yield and other information regarding the Fund (provided that services shall not
include customary market research information provided by the Shareholder
Servicing Agent or its registered broker-dealer affiliates in the ordinary
course of their business), if reasonably obtainable, for the purpose of
maintaining the visibility of the Fund in the investor community; (iii) provide
certain economic research and statistical information and reports, if reasonably
obtainable, to Eaton Vance or the Fund and consult with representatives of Eaton
Vance and/or the Board in connection therewith, which information and reports
shall include: (a) statistical and financial market information with respect to
the Fund's market performance; and (b) comparative information regarding the
Fund and other closed-end management investment companies with respect to (1)
the net asset value of their respective shares, (2) the respective market
performance of the Fund and such other companies (3) other relevant performance
indicators. Except as legally required, such information and reports may not be
quoted or referred to, orally or in writing, reproduced or disseminated by the
Fund or any of its affiliates or any of their agents, without the prior written
consent of UBS Securities LLC, which consent will not be unreasonably withheld;
and (iv) at the request of Eaton Vance or the Fund, provide information to and
consult with Eaton Vance and/or the Board with respect to applicable strategies

--------------------------------------------------------------------------------
60

UNDERWRITING
--------------------------------------------------------------------------------

designed to address market value discounts, which may include share repurchases,
tender offers, modifications to dividend policies or capital structure,
repositioning or restructuring of the Fund, conversion of the Fund to an
open-end investment company, liquidation or merger; including providing
information concerning the use and impact of the above strategic alternatives by
other market participants; provided, however, that under the terms of the
Shareholder Servicing Agreement, UBS Securities LLC is not obligated to render
any opinions, valuations or recommendations of any kind or to perform any such
similar services. For these services, Eaton Vance will pay UBS Securities LLC a
fee computed daily and payable quarterly equal, on an annual basis, to 0.10% of
the Fund's average daily gross assets. The total of all of the payments payable
to UBS Securities LLC under the Shareholder Servicing Agreement will not exceed
3.1450% of the aggregate initial offering price of the Common Shares offered
hereby. Under the terms of the Shareholder Servicing Agreement, the Shareholder
Servicing Agent is relieved from liability to Eaton Vance, or the Fund for any
act or omission to act in the course of its performance under the Shareholder
Servicing Agreement in the absence of bad faith, gross negligence or willful
misconduct on the part of UBS Securities LLC. The Shareholder Servicing
Agreement will continue so long as the Advisory Agreement remains in effect
between the Fund and the Adviser or any successor in interest or affiliate of
the Adviser, as and to the extent that such Advisory Agreement is renewed
periodically in accordance with the 1940 Act.

ADDITIONAL COMPENSATION TO UNDERWRITERS

Eaton Vance (and not the Fund) has agreed to pay additional compensation to
certain qualifying Underwriters who meet specified sales targets ("Qualifying
Underwriters"), quarterly in arrears, an annual fee of up to 0.15% of the Fund's
average daily gross assets attributable to Common Shares sold by such Qualifying
Underwriters (including a proportionate share of assets that may in the future
be acquired using leverage). Such sales targets may be waived or lowered with
respect to any Underwriter in the sole discretion of Eaton Vance. These fee
payments will remain in effect only so long as the Advisory Agreement remains in
effect between the Fund and Eaton Vance or any successor in interest or
affiliate of Eaton Vance, as and to the extent that such Advisory Agreement is
renewed periodically in accordance with the 1940 Act. The sum of the additional
compensation payable to the Qualifying Underwriters will not exceed 1.1217% of
the aggregate initial offering price of the Common Shares offered hereby.
Merrill Lynch, Pierce, Fenner & Smith Incorporated will receive additional
compensation which will not exceed 0.5218% of the aggregate initial offering
price of the Common Shares offered hereby. A.G. Edwards & Sons, Inc., will
receive additional compensation which will not exceed 0.2545% of the aggregate
initial offering price of the Common Shares offered hereby. Banc of America
Securities LLC, will receive additional compensation which will not exceed
0.2367% of the aggregate initial offering price of the Common Shares offered
hereby. Wells Fargo Securities, LLC, will receive additional compensation which
will not exceed 0.1086% of the aggregate initial offering price of the Common
Shares offered hereby. Additionally, the Adviser (and not the Fund) will pay to
Citigroup Global Markets, Inc. from its own assets a structuring fee for advice
relating to the structure and design of the Fund and the organization of the
Fund as well as services related to the sale and distribution of Common Shares
in an amount equal to $5,182,471, which is 0.2330% of the total price to the
public of the Common Shares offered hereby.

The sum total of the additional compensation fees described above, plus the
compensation received by UBS Securities LLC pursuant to the Shareholder
Servicing Agreement will not exceed 4.5% of the aggregate initial offering price
of the common shares offered hereby, and the total compensation received by the
Underwriters will not exceed 9.0% of the aggregate initial offering price of the
common shares offered hereby.

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61

--------------------------------------------------------------------------------

Custodian and transfer agent

Investors Bank & Trust Company ("IBT"), 200 Clarendon Street, Boston,
Massachusetts 02116 is the custodian of the Fund and will maintain custody of
the securities and cash of the Fund. IBT maintains the Fund's general ledger and
computes net asset value per share daily. IBT also attends to details in
connection with the sale, exchange, substitution, transfer and other dealings
with the Fund's investments and receives and disburses all funds. IBT also
assists in preparation of shareholder reports and the electronic filing of such
reports with the SEC.

PFPC Inc., P.O. Box 43027, Providence, Rhode Island 02940-3027 is the transfer
agent and dividend disbursing agent of the Fund.

Legal opinions

Certain legal matters in connection with the Common Shares will be passed upon
for the Fund by Kirkpatrick & Lockhart Nicholson Graham LLP, Boston,
Massachusetts, and for the Underwriters by Clifford Chance US LLP, New York, New
York. Clifford Chance US LLP may rely as to certain matters of Massachusetts law
on the opinion of Kirkpatrick & Lockhart Nicholson Graham LLP.

Reports to shareholders

The Fund will send to Common Shareholders unaudited semi-annual and audited
annual reports, including a list of investments held.

Independent registered public accounting firm

Deloitte & Touche, LLP, Boston, Massachusetts are the independent registered
public accounting firm for the Fund and will audit the Fund's financial
statements.

Additional information

The Prospectus and the Statement of Additional Information do not contain all of
the information set forth in the Registration Statement that the Fund 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 Statement
of Additional Information can be obtained without charge by calling
1-800-225-6265.

Statements contained in this Prospectus as to the contents of any contract or
other documents 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.

--------------------------------------------------------------------------------
62

--------------------------------------------------------------------------------

Table of contents for the
Statement of Additional Information

Additional investment information and restrictions.......... 2
Trustees and officers....................................... 5
Investment advisory and other services...................... 14
Determination of net asset value............................ 20
Portfolio trading........................................... 22
Taxes....................................................... 24
Other information........................................... 31
Independent registered public accounting firm............... 31
Statement of assets and liabilities......................... 33
Notes to financial statements............................... 34
Appendix A: Proxy voting policies and procedures............ 36

--------------------------------------------------------------------------------
63

The Fund's privacy policy

The Eaton Vance organization is committed to ensuring your financial privacy.
Each of the financial institutions identified below has in effect the following
policy ("Privacy Policy") with respect to nonpublic personal information about
its customers:

- Only such information received from you, through application forms or
otherwise, and information about your Eaton Vance fund transactions will be
collected. This may include information such as name, address, social security
number, tax status, account balances and transactions.

- None of such information about you (or former customers) will be disclosed to
anyone, except as permitted by law (which includes disclosure to employees
necessary to service your account). In the normal course of servicing a
customer's account, Eaton Vance may share information with unaffiliated third
parties that perform various required services such as transfer agents,
custodians and broker/dealers.

- Policies and procedures (including physical, electronic and procedural
safeguards) are in place that are designed to protect the confidentiality of
such information.

- We reserve the right to change our Privacy Policy at any time upon proper
notification to you. Customers may want to review our Privacy Policy
periodically for changes by accessing the link on our homepage:
www.eatonvance.com.

Our pledge of privacy applies to the following entities within the Eaton Vance
organization: the Eaton Vance Family of Funds, Eaton Vance Management, Eaton
Vance Investment Counsel, Boston Management and Research, and Eaton Vance
Distributors, Inc.

In addition, our Privacy Policy only applies to those Eaton Vance customers who
are individuals and who have a direct relationship with us. If a customer's
account (i.e., fund shares) is held in the name of a third-party financial
adviser/broker-dealer, it is likely that only such adviser's privacy policies
apply to the customer. This notice supersedes all previously issued privacy
disclosures.

For more information about Eaton Vance's Privacy Policy, please call
1-800-262-1122.

--------------------------------------------------------------------------------
64

[EATON VANCE LOGO]

EATON VANCE TAX-MANAGED GLOBAL

BUY-WRITE OPPORTUNITIES FUND

CE-TMGBWOFFP

--------------------------------------------------------------------------------

STATEMENT OF ADDITIONAL INFORMATION
September 27, 2005

EATON VANCE TAX-MANAGED GLOBAL BUY-WRITE
OPPORTUNITIES FUND

THE EATON VANCE BUILDING
255 STATE STREET
BOSTON, MASSACHUSETTS 02109
(800) 225-6265

TABLE OF CONTENTS
--------------------------------------------------------------------------------

PAGE
----

THIS STATEMENT OF ADDITIONAL INFORMATION ("SAI") IS NOT A PROSPECTUS AND IS
AUTHORIZED FOR DISTRIBUTION TO PROSPECTIVE INVESTORS ONLY IF PRECEDED OR
ACCOMPANIED BY THE PROSPECTUS OF EATON VANCE TAX-MANAGED GLOBAL BUY-WRITE
OPPORTUNITIES FUND (THE "FUND") DATED SEPTEMBER 27, 2005 (THE "PROSPECTUS"), 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
FUND AT 1-800-225-6265.

Capitalized terms used in this SAI and not otherwise defined have the meanings
given them in the Fund's Prospectus.

Additional investment information and restrictions

Primary investment strategies are described in the Prospectus. The following is
a description of the various investment policies that may be engaged in, whether
as a primary or secondary strategy, and a summary of certain attendant risks.
Eaton Vance and the Sub-Advisers may not buy any of the following instruments or
use any of the following techniques unless they believe that doing so will help
to achieve the Fund's investment objectives.

Equity Investments. As described in the Prospectus, the Fund invests primarily
in common stocks.

Preferred Stocks. The Fund may invest in preferred stocks of both domestic and
foreign issuers. Under normal market conditions, the Fund expects, with respect
to that portion of its total assets invested in preferred stocks, to invest only
in preferred stocks of investment grade quality as determined by S&P, Fitch or
Moody's or, if unrated, determined to be of comparable quality by Eaton Vance.
The foregoing credit quality policies apply only at the time a security is
purchased, and the Fund 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.
Preferred stocks involve credit risk, which is the risk that a preferred stock
will decline in price, or fail to pay dividends when expected, because the
issuer experiences a decline in its financial status. In addition to credit
risk, investment in preferred stocks involves certain other risks as more fully
described in the Prospectus.

Derivative Instruments. In addition to the intended strategy of selling index
call options, the Fund may invest up to 20% of its total assets in other
derivative instruments (which are instruments that derive their value from
another instrument, security or index) acquired for hedging, risk management and
investment purposes (to gain exposure to securities, securities markets, markets
indices and/or currencies consistent with the Fund's investment objectives and
policies), provided that no more than 10% of the Fund's total assets (other than
writing call options on futures contracts on securities indices as described in
the prospectus) may be invested in such derivative instruments acquired for
non-hedging purposes. These strategies may be executed through the use of
derivative contracts in the United States or abroad. In the course of pursuing
these investment strategies, the Fund may purchase and sell derivative contracts
based on exchange-listed and equity and fixed-income indices and other
instruments; purchase and sell futures contracts and options thereon; and enter
into various transactions such as swaps, caps, floors or collars. In addition,
derivatives may include new techniques, instruments or strategies that are
permitted as regulatory changes occur. Derivative instruments may be used by the
Fund to enhance returns or as a substitute for the purchase or sale of
securities. Transactions in derivative instruments involve a risk of loss or
depreciation due to unanticipated adverse changes in securities prices, interest
rates, indices or the other financial instruments' prices; the inability to
close out a position; default by the counterparty; imperfect correlation between
a position and the desired hedge; tax constraints on closing out positions; and
portfolio management constraints on securities subject to such transactions. The
loss on derivative instruments (other than purchased options) may substantially
exceed an investment in these instruments. In addition, the entire premium paid
for purchased options may be lost before they can be profitably exercised.
Transaction costs are incurred in opening and closing positions. Derivative
instruments may sometimes increase or leverage exposure to a particular market
risk, thereby increasing price volatility. Over-the-counter ("OTC") derivative
instruments, equity swaps and forward sales of stocks involve an enhanced risk
that the issuer or counterparty will 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, a commodity exchange 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's settlement price. Once the daily limit is

--------------------------------------------------------------------------------
2

ADDITIONAL INVESTMENT INFORMATION AND RESTRICTIONS
--------------------------------------------------------------------------------

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 staff of the SEC takes
the position that certain purchased OTC options, and assets used as cover for
certain written OTC options, are illiquid. 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 "Code") limit
the use of derivative instruments. The Fund has claimed an exclusion from the
definition of a Commodity Pool Operator ("CPO") under the Commodity Exchange Act
and therefore is not subject to registration or regulation as a CPO. There can
be no assurance that the use of derivative instruments will be advantageous.

Foreign exchange traded futures contracts and options thereon may be used only
if the Adviser determines that trading on such foreign exchange does not entail
risks, including credit and liquidity risks, that are materially greater than
the risks associated with trading on CFTC-regulated exchanges.

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 Fund 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
Fund reserves the right to utilize short sales, the Adviser is under no
obligation to utilize short sales at all.

SECURITIES LENDING
As described in the Prospectus, the Fund may lend a portion of its portfolio
securities to broker-dealers or other institutional borrowers. Loans will be
made only to organizations whose credit quality or claims paying ability is
considered by the Adviser to be at least investment grade. All securities loans
will be collateralized on a continuous basis by 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 Fund 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 Fund may also seek to earn income on securities loans by
reinvesting cash collateral in securities consistent with its investment
objectives and policies, seeking to invest at rates that are higher than the
"rebate" 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.

Securities loans 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 Fund 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 Fund or the borrower at any time. Upon termination and the return
of the loaned securities, the Fund 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 Fund realizing a loss
at a time when it would not otherwise do so. The Fund 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.

--------------------------------------------------------------------------------
3

ADDITIONAL INVESTMENT INFORMATION AND RESTRICTIONS
--------------------------------------------------------------------------------

The Fund will receive amounts equivalent to any interest or other distributions
paid on securities while they are on loan, and the Fund will not be entitled to
exercise voting or other beneficial rights on loaned securities. The Fund will
exercise its right to terminate loans and thereby regain these rights whenever
the Adviser considers it to be in the Fund's interest to do so, taking into
account the related loss of reinvestment income and other factors.

TEMPORARY INVESTMENTS
The Fund 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.

INVESTMENT RESTRICTIONS
The following investment restrictions of the Fund are designated as fundamental
policies and as such cannot be changed without the approval of the holders of a
majority of the Fund's outstanding voting securities, which as used in this SAI
means the lesser of (a) 67% of the shares of the Fund 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 Fund. As a matter of fundamental policy, the Fund may not:

(1) Borrow money, except as permitted by the Investment Company Act of 1940, as
amended (the "1940 Act"). The 1940 Act currently requires that any
indebtedness incurred by a closed-end investment company have an asset
coverage of at least 300%;

(2) Issue senior securities, as defined in the 1940 Act, other than (a)
preferred shares which immediately after issuance will have asset coverage
of at least 200%, (b) indebtedness which immediately after issuance will
have asset coverage of at least 300%, or (c) the borrowings permitted by
investment restriction (1) above. The 1940 Act currently defines "senior
security" 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;

(3) Purchase securities on margin (but the Fund may obtain such short-term
credits as may be necessary for the clearance of purchases and sales of
securities). The purchase of investment assets with the proceeds of a
permitted borrowing or securities offering will not be deemed to be the
purchase of securities on margin;

(4) 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;

(5) Make loans to other persons, except by (a) the acquisition of loan
interests, debt securities and other obligations in which the Fund is
authorized to invest in accordance with its investment objectives and
policies, (b) entering into repurchase agreements and (c) lending its
portfolio securities;

(6) Purchase or sell real estate, although it may purchase and sell securities
which are secured by interests in real estate and securities of issuers
which invest or deal in real estate. The Fund reserves the freedom of action
to hold and to sell real estate acquired as a result of the ownership of
securities;

--------------------------------------------------------------------------------
4

ADDITIONAL INVESTMENT INFORMATION AND RESTRICTIONS
--------------------------------------------------------------------------------

(7) 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, currencies,
interest or other financial instruments;

(8) 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; and

(9) Invest 25% or more of its total assets in any single industry or group of
industries (other than securities issued or guaranteed by the U.S.
government or its agencies or instrumentalities).

The Fund 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 Fund
securities. The 1940 Act currently requires that the Fund have 300% asset
coverage with respect to all borrowings other than temporary borrowings.

For purposes of construing restriction (9), a large economic or market sector
shall not be construed as a group of industries.

The Fund has adopted the following nonfundamental investment policy which may be
changed by the Board without approval of the Fund's shareholders. As a matter of
nonfundamental policy, the Fund may not make short sales of securities or
maintain a short position, unless at all times when a short position is open the
Fund 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 issue as, and equal in amount to, the securities sold
short.

Upon the Board's approval, the Fund 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.

Whenever an investment policy or investment restriction set forth in the
Prospectus or this SAI states a maximum percentage of assets that may be
invested in any security or other assets or describes a policy regarding quality
standards, such percentage limitation or standard shall be determined
immediately after and as a result of the Fund's acquisition of such security or
asset. Accordingly, 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 Fund to dispose of such security or other
asset. Notwithstanding the foregoing, the Fund must always be in compliance with
the borrowing policies set forth above.

Trustees and officers

The Trustees of the Fund are responsible for the overall management and
supervision of the affairs of the Fund. The Trustees and officers of the Fund
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. The "noninterested
Trustees" consist of those Trustees who are not "interested persons" of the
Fund, as that term is defined under the 1940 Act. The business address of each
Trustee and officer is The Eaton Vance Building, 255 State Street, Boston,
Massachusetts 02109. As used in this SAI, "EVC" refers to Eaton Vance Corp.,
"EV" refers to Eaton Vance, Inc., "BMR" refers to Boston Management and
Research, and "EVD" refers to Eaton Vance Distributors Inc. EVC and EV are the
corporate parent and trustee, respectively, of Eaton Vance and BMR. Eaton Vance
has engaged Parametric Portfolio Associates LLC ("Parametric" or the
"Sub-Adviser") to serve as sub-adviser to the Fund to structure and manage the
Fund's common stock portfolio, including tax harvesting and other tax management
techniques, pursuant to an investment sub-advisory agreement (the "Sub-Advisory
Agreement")

--------------------------------------------------------------------------------
5

TRUSTEES AND OFFICERS
--------------------------------------------------------------------------------

between the Adviser and Parametric. Eaton Vance has also engaged Rampart
Investment Management Company, Inc. ("Rampart" or the "Sub-Adviser") to serve as
sub-adviser to the Fund to provide advice on and execution of the construction
of the Fund's equity portfolio and options strategy, pursuant to an investment
sub-advisory agreement (the "Sub-Advisory Agreement") between the Adviser and
Rampart.

NUMBER OF
PORTFOLIOS IN
TERM OF OFFICE FUND COMPLEX OTHER
NAME AND POSITION(S) AND LENGTH PRINCIPAL OCCUPATION(S) OVERSEEN BY DIRECTORSHIPS
DATE OF BIRTH WITH THE FUND OF SERVICE DURING PAST FIVE YEARS TRUSTEE(1) HELD
-----------------------------------------------------------------------------------------------------------------

INTERESTED TRUSTEES
James B. Hawkes Trustee(2) and Since 3/30/05 Chairman, President and 158 Director of EVC
11/9/41 Vice President 3 Years Chief Executive Officer
of BMR, Eaton Vance,
EVC and EV; Director of
EV; Vice President and
Director of EVD.
Trustee and/or officer
of 158 registered
investment companies in
the Eaton Vance Fund
Complex. Mr. Hawkes is
an interested person
because of his
positions with BMR,
Eaton Vance, EVC and
EV, which are
affiliates of the Fund.
NONINTERESTED TRUSTEES
Benjamin C. Esty Trustee(2) Since 4/29/05 Professor, Harvard 148 None
1/2/63 3 Years University Graduate
School of Business
Administration (since
2003). Formerly
Associate Professor,
Harvard University
Graduate School of
Business Administration
(2000-2003).
Samuel L. Hayes, III Chairman of Chairman of Jacob H. Schiff 158 Director of Tiffany
2/23/35 the Board and the Board and Professor of Investment & Co. (specialty
Trustee(2) Trustee since Banking Emeritus, retailer)
4/15/05 Harvard University
3 Years Graduate School of
Business
Administration.
Director of Yakima
Products, Inc.
(manufacturer of
automotive accessories)
(since 2001) and
Director of Telect,
Inc. (telecommunication
services company)
(since 2000).

--------------------------------------------------------------------------------
6

TRUSTEES AND OFFICERS
--------------------------------------------------------------------------------

William H. Park Trustee(3) Since 4/15/05 President and Chief 158 None
9/19/47 3 Years Executive Officer,
Prizm Capital
Management, LLC
(investment management
firm) (since 2002).
Formerly, Executive
Vice President and
Chief Financial
Officer, United Asset
Management Corporation
(a holding company
owning institutional
investment management
firms) (1982-2001).
Ronald A. Pearlman Trustee(3) Since 4/15/05 Professor of Law, 158 None
7/10/40 3 Years Georgetown University
Law Center (since
1999). Formerly, Tax
Partner, Covington and
Burling, Washington, DC
(1991-2000).
Norton A. Reamer Trustee(4) Since 4/15/05 President, Chief 158 None
9/21/35 3 Years Executive Officer and a
Director of Asset
Management Finance
Corp. (a specialty
finance company serving
the investment
management industry)
(since October 2003).
President, Unicorn
Corporation (an
investment and
financial advisory
services company)
(since September 2000).
Formerly, Chairman and
Chief Operating
Officer, Hellman,
Jordan Management Co.,
Inc. (an investment
management company)
(2000-2003). Formerly,
Advisory Director of
Berkshire Capital
Corporation (investment
banking firm)
(2002-2003). Formerly,
Chairman of the Board,
United Asset Management
Corporation (a holding
company owning
institutional
investment management
firms) and Chairman,
President and Director,
UAM Funds (mutual
funds) (1980-2000).

--------------------------------------------------------------------------------
7

TRUSTEES AND OFFICERS
--------------------------------------------------------------------------------

Lynn A. Stout Trustee(4) Since 4/15/05 Professor of Law, 158 None
9/14/57 3 Years University of
California at Los
Angeles School of Law
(since July 2001).
Formerly, Professor of
Law, Georgetown
University Law Center.
Ralph F. Verni Trustee(4) Since 4/29/05 Consultant and private 148 Director of W.P.
1/26/43 3 Years investor (since 2000). Carey & Company LLC
Formerly, President and (manager of real
Chief Executive estate investment
Officer, Redwood trusts)
Investment Systems,
Inc. (software
developer) (2000).
Formerly, President and
Chief Executive
Officer, State Street
Research & Management
(investment adviser),
SSRM Holdings (parent
of State Street
Research & Management),
and SSR Realty
(institutional realty
manager) (1992-2000).

------------
(1) Includes both master and feeder funds in master-feeder structure.
(2) Class I Trustees whose term expires in 2006.
(3) Class II Trustees whose term expires in 2007.
(4) Class III Trustees whose term expires in 2008.

PRINCIPAL OFFICERS WHO ARE NOT TRUSTEES

TERM OF OFFICE
POSITION(S) AND LENGTH
NAME AND DATE OF BIRTH WITH THE FUND OF SERVICE PRINCIPAL OCCUPATIONS DURING PAST FIVE YEARS
--------------------------------------------------------------------------------------------------------

Duncan W. Richardson President and Since 3/30/05 Senior Vice President and Chief Equity
10/26/57 Chief Executive Investment Officer of Eaton Vance and BMR.
Officer Officer of 49 registered investment
companies managed by Eaton Vance or BMR.
Thomas E. Faust Jr. Vice President Since 3/30/05 Executive Vice President of Eaton Vance,
5/31/58 BMR, EVC and EV; Chief Investment Officer of
Eaton Vance and BMR and Director of EVC.
Chief Executive Officer of Belair Capital
Fund LLC, Belcrest Capital Fund LLC, Belmar
Capital Fund LLC; Belport Capital Fund LLC
and Belrose Capital Fund LLC (private
investment companies sponsored by Eaton
Vance). Officer of 62 registered investment
companies managed by Eaton Vance or BMR.

--------------------------------------------------------------------------------
8

TRUSTEES AND OFFICERS
--------------------------------------------------------------------------------

Michael R. Mach Vice President Since 3/30/05 Vice President of Eaton Vance and BMR.
7/15/47 Officer of 32 registered investment
companies managed by Eaton Vance or BMR.
Cliff Quisenberry, Jr. Vice President Since 3/30/05 Vice President and Global Portfolio Manager
1/1/65 of Parametric Portfolio Associates
("Parametric"). Officer of 5 registered
investment companies managed by Eaton Vance
or BMR.
Walter A. Row, III Vice President Since 3/30/05 Director of Equity Research and a Vice
7/20/57 President of Eaton Vance and BMR. Officer of
29 registered investment companies managed
by Eaton Vance or BMR.
Judith A. Saryan Vice President Since 3/30/05 Vice President of Eaton Vance and BMR.
8/21/54 Officer of 31 registered investment
companies managed by Eaton Vance or BMR.
Alan R. Dynner Secretary Since 3/30/05 Vice President, Secretary and Chief Legal
10/10/40 Counsel of BMR, Eaton Vance, EVD EV and EVC.
Officer of 158 registered investment
companies managed by Eaton Vance or BMR.
James L. O'Connor Treasurer and Since 3/30/05 Vice President of Eaton Vance, BMR and EVD.
4/1/45 Principal Officer of 122 registered investment
Financial and companies managed by Eaton Vance or BMR.
Accounting Officer
Paul M. O'Neil Chief Compliance Since 3/30/05 Vice President of Eaton Vance and BMR.
7/11/53 Officer Officer of 158 registered investment
companies managed by Eaton Vance or BMR.

The Board of Trustees of the Fund has several standing Committees, including the
Governance Committee, the Audit Committee, and the Special Committee. Each such
Committee is comprised of only noninterested Trustees.

Messrs. Hayes, Park, Pearlman, Reamer and Ms. Stout are members of the
Governance Committee of the Board of Trustees of the Fund. Ms. Stout currently
serves as chairperson of the Governance Committee. The purpose of the Governance
Committee is to consider, evaluate and make recommendations to the Board of
Trustees with respect to the structure, membership and operation of the Board of
Trustees and the Committees thereof, including the nomination and selection of
noninterested Trustees and a Chairperson of the Board of Trustees and
compensation of such persons.

The Governance Committee will, when a vacancy exists or is anticipated, consider
any nominee for noninterested Trustee recommended by a shareholder if such
recommendation is submitted in writing to the Governance Committee, contains
sufficient background information concerning the candidate including evidence
the candidate is willing to serve as a noninterested Trustee if selected for the
position and is received in a sufficiently timely manner.

Messrs. Reamer (Chairman), Hayes, Park, Verni and Ms. Stout are members of the
Audit Committee of the Board of Trustees of the Fund. The Board of Trustees has
designated Messrs. Hayes, Park and Reamer, each a noninterested Trustee, as
audit committee financial experts. The Audit Committee's purposes are to (i)
oversee the Fund's accounting and financial reporting processes, its internal
control

--------------------------------------------------------------------------------
9

TRUSTEES AND OFFICERS
--------------------------------------------------------------------------------

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 Fund's
financial statements and the independent audit thereof; (iii) oversee, or, as
appropriate, assist Board oversight of, the Fund's compliance with legal and
regulatory requirements that relate to the Fund'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 Fund; (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 Rule 306 of Regulation S-K for inclusion in the proxy
statement of the Fund.

Messrs. Hayes (Chairman), Esty, Park, Pearlman, Reamer and Ms. Stout are
currently members of the Special Committee of the Board of Trustees of the Fund.
The purposes of the Special Committee are to consider, evaluate and make
recommendations to the Board of Trustees concerning the following matters: (i)
contractual arrangements with each service provider to the Fund, including
advisory, sub-advisory, transfer agency, custodial and fund accounting,
distribution services and administrative services; (ii) any and all other
matters in which any of the Fund service providers (including Eaton Vance or any
affiliated entity thereof) has an actual or potential conflict of interest with
the interests of the Fund, or investors therein; and (iii) any other matter
appropriate for review by the non-interested Trustees, unless the matter is
within the responsibilities of the Audit Committee or the Governance Committee
of the Fund.

As of the date of this SAI, the Governance Committee has met twice, the Audit
Committee has met once and the Special Committee has met once.

When considering approval of the Advisory Agreement between the Fund and the
Adviser, and the Sub-Advisory Agreements between the Adviser and Parametric, and
the Adviser and Rampart, the Special Committee considered, among other things,
the following:

+ A report comparing the fees and expenses of the Fund and certain
profitability analyses prepared by Eaton Vance, Rampart and Parametric;

+ Information on the relevant peer group(s) of funds;

+ The economic outlook and the general investment outlook in the relevant
investment markets;

+ Eaton Vance's, and Parametric's results and financial condition and the
overall organization of the Adviser and the Sub-Adviser;

+ Eaton Vance's and Rampart's results and financial condition and the overall
organization of the Adviser and the Sub-Adviser;

+ Arrangements regarding the distribution of Fund shares;

+ The procedures used to determine the fair value of the Fund's assets;

+ The allocation of brokerage and the benefits received by the Adviser and the
Sub-Advisers as the result of brokerage allocation, including allocations to
soft dollar brokerage and allocations to firms that sell Eaton Vance fund
shares;

+ Eaton Vance's management of the relationship with the custodian,
subcustodians and fund accountants;

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TRUSTEES AND OFFICERS
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+ The resources devoted to Eaton Vance's compliance efforts undertaken on
behalf of the funds it manages and the record of compliance with the
investment policies and restrictions and with policies on personal securities
transactions;

+ Parametric's compliance efforts with respect to the accounts it manages;

+ Rampart's compliance efforts with respect to the accounts it manages;

+ The quality, nature, cost and character of the administrative and other
non-investment management services provided by Eaton Vance and its affiliates
and by Parametric and Rampart;

+ The terms of the Advisory Agreement and the Sub-Advisory Agreements, and the
reasonableness and appropriateness of the particular fee paid by the Fund for
the services described therein;

+ Operating expenses (including transfer agency expenses) to be paid to third
parties; and

+ Information to be provided to investors, including the Fund's shareholders.

In evaluating the Advisory Agreement between the Fund and Eaton Vance, the
Sub-Advisory Agreement between the Adviser and Parametric, and the Sub-Advisory
Agreement between the Adviser and Rampart, the Special Committee reviewed
material furnished by Eaton Vance, Rampart and Parametric at the initial Board
meeting held on April 18, 2005, including the above referenced considerations
and information relating to the education, experience and number of investment
professionals and other personnel who would provide services under the Advisory
Agreement and under the Sub-Advisory Agreements. The Special Committee also took
into account the time and attention to be devoted by senior management to the
Fund and the other funds in the complex. The Special Committee evaluated the
level of skill required to manage the Fund and concluded that the human
resources available at Eaton Vance were appropriate to fulfill effectively the
duties of the Adviser on behalf of the Fund. The Special Committee also
considered the business reputation of the Adviser, its financial resources and
professional liability insurance coverage and concluded that Eaton Vance would
be able to meet any reasonably foreseeable obligations under the Advisory
Agreement. The Special Committee also considered the business reputations of
Parametric and Rampart, Parametric's and Rampart's respective investment
strategies and their past experience in implementing these strategies.

The Special Committee received information concerning the investment philosophy
and investment process to be applied by Eaton Vance, Rampart and Parametric in
managing the Fund. In this regard, the Special Committee considered Eaton
Vance's in-house research capabilities as well as other resources available to
Eaton Vance personnel, including research services that may be available to
Eaton Vance as a result of securities transactions effected for the Fund and
other investment advisory clients. The Special Committee concluded that Eaton
Vance's, Parametric's and Rampart's investment process, research capabilities
and philosophy were well suited to the Fund, given the Fund's investment
objective and policies.

In addition to the factors mentioned above, the Special Committee also reviewed
the level of the Adviser's profits in respect of the management of the Eaton
Vance funds, including the Fund. The Special Committee considered the other
profits realized by Eaton Vance and its affiliates in connection with the
operation of the Fund. The Special Committee also considered profit margins of
Eaton Vance in comparison with available industry data. In addition, the Special
Committee considered the fiduciary duty assumed by the Adviser in connection
with the service rendered to the Fund and the business reputation of the
Adviser, its financial resources and its professional liability insurance
coverage. In evaluating the fees to be paid to Parametric and Rampart, the
Special Committee considered and discussed fees paid to other investment
sub-advisers in similar circumstances, as well as fees charged by Parametric and
Rampart to their other clients.

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TRUSTEES AND OFFICERS
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The Special Committee did not consider any single factor as controlling in
determining whether or not to approve the Advisory Agreement and the
Sub-Advisory Agreements. Nor are the items described herein all encompassing of
the matters considered by the Special Committee. In assessing the information
provided by Eaton Vance, Parametric, Rampart and their affiliates, the Special
Committee also took into consideration the benefits to shareholders of investing
in a fund that is part of a large family of funds which provides a large variety
of shareholder services.

Based on its consideration of all factors that it deemed material and assisted
by the advice of its independent counsel, the Special Committee concluded that
the approval of the Advisory Agreement and the Sub-Advisory Agreements,
including the fee structure (described herein) is in the interests of
shareholders. The Special Committee also considered that the Adviser would enter
into a Shareholder Servicing Agreement with UBS Securities LLC, whereby the
Adviser (and not the Fund) would pay UBS Securities LLC to provide upon request
certain market data and reports to support shareholder services pursuant to the
agreement.

SHARE OWNERSHIP
The following table shows the dollar range of equity securities beneficially
owned by each Trustee in the Fund and all Eaton Vance Funds overseen by the
Trustee as of December 31, 2004.

AGGREGATE DOLLAR RANGE OF EQUITY
DOLLAR RANGE OF SECURITIES OWNED IN ALL REGISTERED
EQUITY SECURITIES FUNDS OVERSEEN BY TRUSTEE IN THE
NAME OF TRUSTEE OWNED IN THE FUND EATON VANCE FUND COMPLEX
-------------------------------------------------------------------------------------------------

INTERESTED TRUSTEE
James B. Hawkes....................... None Over $100,000
NON-INTERESTED TRUSTEES
Benjamin C. Esty**.................... None None
Samuel L. Hayes, III.................. None Over $100,000
William H. Park....................... None Over $100,000
Ronald A. Pearlman.................... None Over $100,000
Norton H. Reamer...................... None Over $100,000
Lynn A. Stout......................... None Over $100,000*
Ralph F. Verni**...................... None None

---------------
* Includes shares which may be deemed to be beneficially owned through a
Trustee Deferred Compensation Plan.

** Messrs. Esty and Verni were not trustees in the Eaton Vance Fund Complex for
the year ended December 31, 2004 and thus have no beneficial ownership of
securities in the Fund or in the Eaton Vance Fund Complex as of such date.

As of December 31, 2004, no non-interested Trustee or any of their immediate
family members owned beneficially or of record any class of securities of EVC,
EVD, Parametric or any person controlling, controlled by or under common control
with EVC, EVD, Rampart or Parametric.

During the calendar years ended December 31, 2003 and December 31, 2004, no
non-interested Trustee (or their immediate family members) had:

1. Any direct or indirect interest in Eaton Vance, EVC, EVD, Parametric,
Rampart or any person controlling, controlled by or under common control
with EVC, EVD, Rampart or Parametric;

2. Any direct or indirect material interest in any transaction or series of
similar transactions with (i) the Fund; (ii) another fund managed by EVC,
Rampart or Parametric, distributed by EVD or a person controlling,
controlled by or under common control with EVC, EVD, Rampart or Parametric;
(iii) EVC, EVD, Rampart or Parametric; (iv) a person controlling, controlled
by or

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TRUSTEES AND OFFICERS
--------------------------------------------------------------------------------

under common control with EVC, EVD, Rampart or Parametric; or (v) an officer of
any of the above; or

3. Any direct or indirect relationship with (i) the Fund; (ii) another fund
managed by EVC, Rampart or Parametric, distributed by EVD or a person
controlling, controlled by or under common control with EVC, EVD, Rampart or
Parametric; (iii) EVC, EVD, Rampart or Parametric; (iv) a person
controlling, controlled by or under common control with EVC, EVD, Rampart or
Parametric; or (v) an officer of any of the above.

During the calendar years ended December 31, 2003 and December 31, 2004 no
officer of EVC, EVD, Parametric, Rampart or any person controlling, controlled
by or under common control with EVC, EVD, Parametric or Rampart served on the
Board of Directors of a company where a noninterested Trustee of the Fund or any
of their immediate family members served as an officer.

Trustees of the Fund who are not affiliated with the Adviser 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 fees and expenses of the Trustees of the Fund are paid by the Fund. (A
Trustee of the Fund who is a member of the Eaton Vance organization receives no
compensation from the Fund.) For the Fund's fiscal year ending December 31,
2005, it is anticipated that the Trustees of the Fund will earn the following
compensation in their capacities as Trustees. For the year ended December 31,
2004, the Trustees earned the compensation set forth below in their capacities
as Trustees from the funds in the Eaton Vance Fund Complex(1).

SOURCE OF SAMUEL L. WILLIAM H. RONALD A. NORTON H. LYNN A. BENJAMIN C. RALPH F.
COMPENSATION HAYES, III PARK PEARLMAN REAMER STOUT ESTY VERNI
------------------------------------------------------------------------------------------------------------

Fund*................ $1,706.78 $1,051.15 $1,077.33 $1,099.28 $1,109.55 $1,088.77 $1,121.09
Fund Complex**....... $ 200,000 $ 180,000(2) $ 180,000 $ 190,000 $ 190,000 $ 0 $ 0

------------
* Estimated

** Mssers. Esty and Verni were elected on April 29, 2005 and they did not
receive fees for the period.

(1) As of September 23, 2005, the Eaton Vance fund complex consisted of 158
registered investment companies or series thereof.

(2) Includes $107,008 of deferred compensation.

(3) Includes $45,000 of deferred compensation.

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13

TRUSTEES AND OFFICERS
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PROXY VOTING POLICY. The Fund is subject to the Eaton Vance Funds Proxy Voting
Policy and Procedures, pursuant to which the Trustees have delegated proxy
voting responsibility to the Adviser and adopted the Adviser's Proxy Voting
Policies and Procedures (the "Policies") which are attached as Appendix A to
this SAI. The Trustees will review the Fund's proxy voting records from time to
time and will annually consider approving the Policies for the upcoming year. In
the event that a conflict of interest arises between the Fund's shareholders and
the Adviser or any of its affiliates or any affiliate of the Fund, the Adviser
will generally refrain from voting the proxies related to the companies giving
rise to such conflict until it consults with the Board of the Fund, except as
contemplated under the Policies. The Board's Special Committee will instruct the
Adviser on the appropriate course of action. The Fund's and the Adviser's Proxy
Voting Policies and Procedures are attached as Appendix A to this SAI.

Information on how the Fund voted proxies relating to portfolio securities
during the 12 month period ended June 30, 2005 will be available (1) without
charge, upon request, by calling 1-800-262-1122, and (2) on the Securities and
Exchange Commission's website at http://www.sec.gov.

Investment advisory and other services

THE INVESTMENT ADVISER. 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 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. 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, including
corporations, hospitals, retirement plans, universities, foundations and trusts.

The Fund will be responsible for all of its costs and expenses not expressly
stated to be payable by Eaton Vance under the Advisory Agreement or the
Administration Agreement. Such costs and expenses to be borne by the Fund
include, without limitation: custody and transfer agency fees and expenses,
including those incurred for determining net asset value and keeping accounting
books and records; expenses of pricing and valuation services; the cost of share
certificates; membership dues in investment company organizations; expenses of
acquiring, holding and disposing of securities and other investments; fees and
expenses of registering under the securities laws, stock exchange listing fees
and governmental fees; rating agency fees and preferred share remarketing
expenses; expenses of reports to shareholders, proxy statements and other
expenses of shareholders' meetings; insurance premiums; printing and mailing
expenses; interest, taxes and corporate fees; legal and accounting expenses;
compensation and expenses of Trustees not affiliated with Eaton Vance; expenses
of conducting repurchase offers for the purpose of repurchasing Fund shares; and
investment advisory and administration fees. The Fund will also bear expenses
incurred in connection with any litigation in which the Fund is a party and any
legal obligation to indemnify its officers and Trustees with respect thereto, to
the extent not covered by insurance.

Pursuant to an investment advisory agreement between the Adviser and the Fund,
the Fund has agreed to pay an investment advisory fee, payable on a monthly
basis, at an annual rate of 1.00% of the average daily gross mean total assets
of the Fund, including any form of investment leverage that the Fund may in the
future determine to utilize, minus all expenses incurred in the normal course of
operations, but not excluding any liabilities or obligations attributable to any
future investment leverage obtained through (i) indebtedness of any type
(including without limitation, borrowing

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INVESTMENT ADVISORY AND OTHER SERVICES
--------------------------------------------------------------------------------

through a credit facility/commercial paper program or the issuance of debt
securities), (ii) the issuance of preferred shares or other similar preference
securities, (iii) the reinvestment of collateral received for securities loaned
in accordance with the Fund's investment objectives and policies and/or (iv) any
other means.

The Advisory Agreement with the Adviser continues in effect for an initial
period of two years until April 18, 2007, and from year to year thereafter so
long as such continuance is approved at least annually (i) by the vote of a
majority of the noninterested Trustees of the Fund or of the Adviser, such vote
being cast in person at a meeting specifically called for the purpose of voting
on such approval and (ii) by the Board of Trustees of the Fund or by vote of a
majority of the outstanding shares of the Fund. The Fund's Administration
Agreement continues in effect from year to year so long as such continuance is
approved at least annually by the vote of a majority of the Fund's Trustees.
Each agreement may be terminated at any time without penalty on sixty (60) days'
written notice by the Trustees of the Fund or Eaton Vance, as applicable, or by
vote of the majority of the outstanding shares of the Fund. Each agreement will
terminate automatically in the event of its assignment. Each agreement provides
that, in the absence of willful misfeasance, bad faith, gross negligence or
reckless disregard of its obligations or duties to the Fund under such
agreements on the part of Eaton Vance, Eaton Vance shall not be liable to the
Fund for any loss incurred, to the extent not covered by insurance.

The Advisory Agreement provides that Eaton Vance may engage one or more
investment sub-advisers to assist with some or all aspects of the management of
the Fund's investments subject to such approvals as are required under the 1940
Act. Pursuant to these provisions, Eaton Vance has engaged Rampart, as a
sub-adviser to provide assistance with the development, implementation and
execution of the Fund's options strategy and Parametric, as a sub-adviser to
structure and manage the Fund's common stock portfolio, including tax harvesting
and other tax management techniques. The Advisory Agreement provides that Eaton
Vance may terminate any sub-advisory agreement entered into and directly assume
any functions performed by the sub-adviser, upon approval of the Board of
Trustees, without the need for approval of the shareholders of the Fund.

Eaton Vance is a business trust organized under Massachusetts law. EV serves as
trustee of Eaton Vance. Eaton Vance and EV are subsidiaries of EVC, a Maryland
corporation and publicly-held holding company. Through its subsidiaries and
affiliates EVC engages primarily in investment management, administration and
marketing activities. The Directors of EVC are James B. Hawkes, John G. L.
Cabot, Thomas E. Faust Jr., Leo I. Higdon, Jr., Vincent M. O'Reilly, Winthrop H.
Smith, Jr. and Ralph Z. Sorenson. All shares of the outstanding Voting Common
Stock of EVC are deposited in a voting trust, the voting trustees of which are
Messrs. Hawkes, Faust, Jeffrey P. Beale, Alan R. Dynner, Thomas J. Fetter, Scott
H. Page, Duncan W. Richardson, William M. Steul, Payson F. Swaffield, Michael W.
Weilheimer and Wharton P. Whitaker (all of whom are officers of Eaton Vance).
The voting trustees have unrestricted voting rights for the election of
Directors of EVC. All of the outstanding voting trust receipts issued under said
voting trust are owned by certain of the officers of BMR and Eaton Vance who are
also officers, or officers and Directors of EVC and EV. As indicated under
"Trustees and officers", all of the officers of the Fund (as well as Mr. Hawkes
who is also a Trustee) hold positions in the Eaton Vance organization.

EVC and its affiliates and their officers and employees from time to time enter
into transactions with various banks, including the custodian of the Fund,
Investors Bank & Trust Company ("IBT"). It is Eaton Vance's opinion that the
terms and conditions of such transactions were not and will not be influenced by
existing or potential custodial or other relationships between the Fund and such
banks.

THE SUB-ADVISER. Parametric acts as an investment sub-adviser to the Fund and
structures and manages the Fund's common stock portfolio, including tax
harvesting and other tax management

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INVESTMENT ADVISORY AND OTHER SERVICES
--------------------------------------------------------------------------------

techniques, pursuant to a sub-advisory agreement between the Adviser and
Parametric (the "Sub-Advisory Agreement"). Parametric's principal office is
located at 1151 Fairview Avenue North, Seattle, WA 98109. Parametric was founded
in 1987. In September of 2003, Eaton Vance Corp, the parent company of Eaton
Vance, acquired an 80% interest in the firm with the remaining 20% owned
primarily by Parametric employees. Parametric specializes in managing broadly
diversified, risk controlled and tax-efficient portfolios for institutional,
high net worth investors and investment company clients and their advisers.
Parametric managed approximately $12.8 billion in assets as of July 31, 2005.

Under the terms of its Sub-Advisory Agreement, Parametric provides structure and
manages the Fund's common stock portfolio, including tax harvesting and other
tax management techniques, all subject to the supervision and direction of the
Fund's Board of Trustees and the Adviser. For services rendered by Parametric
under its Sub-Advisory Agreement, Eaton Vance pays Parametric a fee, payable
monthly, in an annual amount equal to 0.25% of the average daily gross assets of
the Fund.

The Sub-Advisory Agreement with Parametric continues until April 18, 2007 and
from year to year thereafter if approved annually (i) by the Fund's Board of
Trustees or by the holders of a majority of its outstanding voting securities
and (ii) by a majority of the Trustees who are not "interested persons" (as
defined in the 1940 Act) of any party to the Sub-Advisory Agreement, by vote
cast in person at a meeting called for the purpose of voting on such approval.
The Sub-Advisory Agreement terminates automatically on its assignment and may be
terminated without penalty on 60 days written notice at the option of either the
Adviser, by the Fund's Board of Trustees or by a vote of a majority (as defined
in the 1940 Act) of the Fund's outstanding shares or by Parametric upon 3 months
notice. As discussed above, Eaton Vance may terminate the Sub-Advisory Agreement
with Parametric and directly assume responsibility for the services provided by
Parametric upon approval by the Board of Trustees without the need for approval
of the shareholders of the Fund.

The Sub-Advisory Agreement with Parametric provides that in the absence of
willful misfeasance, bad faith, gross negligence or reckless disregard for its
obligations and duties thereunder, Parametric is not liable for any error or
judgment or mistake of law or for any loss suffered by the Fund.

Rampart acts as the Fund's investment sub-adviser and provides advice and
assistance in pursuing the Fund's options strategy pursuant to a sub-advisory
agreement between the Adviser and Rampart (the "Sub-Advisory Agreement").
Rampart, a Massachusetts corporation, was founded in 1983 by its current owners
Ronald M. Egalka and David R. Fraley. The Sub-Adviser provides customized
investment management services within a core competency in options to a spectrum
of institutional clients. Since its inception, the Sub-Adviser has continuously
expanded its computer modeling and analytical capabilities and created tools to
capitalize on opportunities in the capital markets. Rampart's principal office
is located at One International Place, Boston, MA 02110. As of June 30, 2005
Rampart had approximately $4.48 billion of assets under management.

Under the terms of its Sub-Advisory Agreement, Rampart provides advice and
assistance with the development, implementation and execution of the Fund's
options strategy, all subject to the supervision and direction of the Fund's
Board of Trustees and the Adviser. For services rendered by Rampart under the
Sub-Advisory Agreement, Eaton Vance pays Rampart a fee, payable monthly, in an
annual amount equal to 0.10% of the average daily gross assets of the Fund.

The Sub-Advisory Agreement with Rampart continues until August 8, 2007 and from
year to year thereafter if approved annually (i) by the Fund's Board of Trustees
or by the holders of a majority of its outstanding voting securities and (ii) by
a majority of the Trustees who are not "interested persons" (as defined in the
1940 Act) of any party to the Sub-Advisory Agreement, by vote cast in person at
a meeting called for the purpose of voting on such approval. The Sub-Advisory
Agreement terminates automatically on its assignment and may be terminated
without penalty on 60 days written notice at

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INVESTMENT ADVISORY AND OTHER SERVICES
--------------------------------------------------------------------------------

the option of either the Adviser, by the Fund's Board of Trustees or by a vote
of a majority (as defined in the 1940 Act) of the Fund's outstanding shares or
by Rampart upon 3 months notice. As discussed above, Eaton Vance may terminate
the Sub-Advisory Agreement with Rampart and directly assume responsibility for
the services provided by Rampart upon approval by the Board of Trustees without
the need for approval of the shareholders of the Fund.

The Sub-Advisory Agreement with Rampart provides that in the absence of willful
misfeasance, bad faith, gross negligence or reckless disregard for its
obligations and duties thereunder, Rampart is not liable for any error or
judgment or mistake of law or for any loss suffered by the Fund.

PORTFOLIO MANAGERS. The portfolio managers of the Fund are Walter A. Row of
Eaton Vance, David Stein and Thomas Seto of Parametric and Ronald M. Egalka of
Rampart. Each portfolio manager manages other investment companies and/or
investment accounts in addition to the Fund. The following tables show, as of
June 30, 2005, the number of accounts each portfolio manager managed in each of
the listed categories and the total assets 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 those accounts.

NUMBER OF TOTAL ASSETS
ACCOUNTS OF ACCOUNTS
NUMBER PAYING A PAYING A
OF TOTAL ASSETS OF PERFORMANCE PERFORMANCE
ACCOUNTS ACCOUNTS* FEE FEE
-----------------------------------------------------------------------------------------------------

WALTER A. ROW, III
Registered Investment Companies**........... 6 $2,941 0 $0
Other Pooled Investment Vehicles............ 0 $ 0 0 $0
Other Accounts.............................. 0 $ 0 0 $0
DAVID STEIN
Registered Investment Companies............. 9 $2,554 0 $0
Other Pooled Investment Vehicles............ 0 $ 0 0 $0
Other Accounts.............................. 6,014 $9,515 0 $0
THOMAS SETO
Registered Investment Companies............. 9 $2,554 0 $0
Other Pooled Investment Vehicles............ 0 $ 0 0 $0
Other Accounts.............................. 6,014 $9,515 0 $0
RONALD M. EGALKA
Registered Investment Companies............. 4 $3,195 0 $0
Other Pooled Investment Vehicles............ 0 $ 0 0 $0
Other Accounts.............................. 366 $1,293 0 $0

------------
* In millions of dollars.

** For registered investment companies, assets represent net assets of all
open-end investment companies and gross assets of all closed-end investment
companies.

None of the portfolio managers beneficially owned shares of the Fund as of the
date of this SAI.

It is possible that conflicts of interest may arise in connection with the
portfolio managers' management of the Fund's investments on the one hand and the
investments of other accounts for which the Fund manager is responsible for on
the other. For example, a portfolio manager may have conflicts of interest in
allocating management time, resources and investment opportunities among the
Fund and other accounts he advises. In addition due to differences in the
investment strategies or

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17

INVESTMENT ADVISORY AND OTHER SERVICES
--------------------------------------------------------------------------------

restrictions between the Fund and the other accounts, a portfolio manager may
take action with respect to another account that differs from the action taken
with respect to the Fund. 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
discretion in a manner that he believes is equitable to all interested persons.

EATON VANCE'S COMPENSATION STRUCTURE AND METHOD TO DETERMINE
COMPENSATION. Compensation of the Adviser's portfolio managers and other
investment professionals has three primary components: (1) a base salary, (2) an
annual cash bonus and (3) annual stock-based compensation consisting of options
to purchase shares of EVC's nonvoting common stock and/or restricted shares of
EVC's nonvoting common stock. The Adviser's investment professionals also
receive certain retirement, insurance and other benefits that are broadly
available to all the Adviser's employees. Compensation of the Adviser'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 October 31st fiscal year-end of
EVC.

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 appropriate peer groups or benchmarks.
Performance is normally based on periods ending on the September 30th preceding
fiscal year-end. Fund performance is evaluated primarily versus peer groups of
funds as determined by Lipper Inc. and/or Morningstar, Inc. 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. In addition to rankings
within peer groups of funds on the basis of absolute performance, consideration
may also be given to risk-adjusted performance. For funds with an investment
objective other than total return (such as current income), consideration will
also be given to the fund'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.

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' performance in meeting them.

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 its parent
company. The overall annual cash bonus pool is based on a substantially fixed
percentage of pre-bonus operating income. While the salaries of the Adviser'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.

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18

INVESTMENT ADVISORY AND OTHER SERVICES
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PARAMETRIC'S COMPENSATION STRUCTURE AND METHOD TO DETERMINE
COMPENSATION. Compensation of Parametric portfolio managers and other
investment professionals has three primary components: (1) a base salary, (2) a
quarterly cash bonus and (3) annual stock-based compensation consisting of
options to purchase shares of EVC's nonvoting common stock. Parametric
investment professionals also receive certain retirement, insurance and other
benefits that are broadly available to Parametric employees. Compensation of
Parametric investment professionals is reviewed primarily on an annual basis.
Stock-based compensation awards and adjustments in base salary and bonus are
typically paid and/or put into effect at or shortly after calendar year-end.

Parametric seeks to compensate portfolio managers commensurate with their
responsibilities and performance, and competitive with other firms within the
investment management industry. The performance of portfolio managers is
evaluated primarily based on success in achieving portfolio objectives for
managed funds and accounts. The compensation of portfolio managers with other
job responsibilities (such as product development) will include consideration of
the scope of such responsibilities and the managers' performance in meeting
them.

Salaries, bonuses and stock-based compensation are also influenced by the
operating performance of Parametric and EVC, its parent company. Cash bonuses
are determined based on a target percentage of Parametric profits. While the
salaries of Parametric portfolio managers are comparatively fixed, cash bonuses
and stock-based compensation may fluctuate substantially from year to year,
based on changes in financial performance and other factors.

RAMPART'S COMPENSATION STRUCTURE AND METHOD TO DETERMINE COMPENSATION. The
identified Rampart portfolio manager is a founding shareholder. The compensation
of the identified portfolio manager has two primary components: (1) a base
salary, and (2) an annual cash bonus. There are also certain retirement,
insurance and other benefits that are broadly available to all Rampart
employees. Compensation of Rampart investment professionals is reviewed
primarily on an annual basis. Cash bonuses and adjustments in base salary are
typically paid or put into effect at or shortly after the June 30 fiscal
year-end of Rampart.

Method to Determine Compensation. Rampart compensates its founding
shareholders/identified portfolio managers based primarily on the scale and
complexity of their responsibilities. The performance of portfolio managers is
evaluated primarily based on success in achieving portfolio objectives for
managed funds and accounts. Rampart seeks to compensate all portfolio managers
commensurate with their responsibilities and performance, and competitive with
other firms within the investment management industry. This is reflected in the
founding shareholders/identified portfolio managers' salaries.

Salaries and profit participations are also influenced by the operating
performance of Rampart. While the salaries of Rampart's founding
shareholders/identified portfolio managers are comparatively fixed, profit
participations may fluctuate substantially from year to year, based on changes
in financial performance.

CODES OF ETHICS

The Adviser, Parametric, Rampart and the Fund have adopted Codes of Ethics
governing personal securities transactions. Under the Codes of Ethics, Eaton
Vance, Rampart and Parametric employees may purchase and sell securities
(including securities held or eligible for purchase by the Fund) subject to
certain pre-clearance and reporting requirements and other procedures.

The Codes of Ethics can be reviewed and copied at the Securities and Exchange
Commission's public reference room in Washington, DC (call 1-202-942-8090 for
information on the operation of the public reference room); on the EDGAR
Database on the SEC's Internet site (http://www.sec.gov); or by

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19

INVESTMENT ADVISORY AND OTHER SERVICES
--------------------------------------------------------------------------------

sending a written request and payment of copying fees to the SEC's public
reference section, at Washington, DC 20549-0102, or by electronic mail at
publicinfo@sec.gov.

INVESTMENT ADVISORY SERVICES

Under the general supervision of the Fund's Board of Trustees, Eaton Vance will
carry out the investment and reinvestment of the assets of the Fund, will
furnish continuously an investment program with respect to the Fund, will
determine which securities should be purchased, sold or exchanged, and will
implement such determinations and will supervise the overall activities of the
Sub-Advisers. Eaton Vance will furnish to the Fund investment advice and provide
related office facilities and personnel for servicing the investments of the
Fund. Eaton Vance will compensate all Trustees and officers of the Fund who are
members of the Eaton Vance organization and who render investment services to
the Fund, and will also compensate all other Eaton Vance personnel who provide
research and investment services to the Fund.

ADMINISTRATIVE SERVICES

Under the Administration Agreement, Eaton Vance is responsible for managing the
business affairs of the Fund, subject to the supervision of the Fund's Board of
Trustees. Eaton Vance will furnish to the Fund all office facilities, equipment
and personnel for administering the affairs of the Fund. Eaton Vance will
compensate all Trustees and officers of the Fund who are members of the Eaton
Vance organization and who render executive and administrative services to the
Fund, and will also compensate all other Eaton Vance personnel who perform
management and administrative services for the Fund. Eaton Vance's
administrative services include recordkeeping, preparation and filing of
documents required to comply with federal and state securities laws, supervising
the activities of the Fund's custodian and transfer agent, providing assistance
in connection with the Trustees' and shareholders' meetings, providing services
in connection with repurchase offers, if any, and other administrative services
necessary to conduct the Fund's business.

Determination of net asset value

The net asset value per share of the Fund is determined no less frequently than
daily, on each day that the New York Stock Exchange (the "Exchange") is open for
trading, as of the close of regular trading on the Exchange (normally 4:00 p.m.
New York time). The Fund's net asset value per share is determined by IBT, in
the manner authorized by the Trustees of the Fund. Net asset value is computed
by dividing the value of the Fund's total assets, less its liabilities, by the
number of shares outstanding.

The Trustees of the Fund have established the following procedures for fair
valuation of the Fund's assets under normal market conditions. Marketable
securities listed on foreign or U.S. securities exchanges generally are valued
at closing sale prices or, if there were no sales, at the mean between the
closing bid and asked prices therefor on the exchange where such securities are
principally traded (unless an active over-the-counter market in an exchange
listed security better reflects current market value). Marketable securities
listed in the NASDAQ National Market System are valued at the NASDAQ official
closing price. Unlisted or listed securities for which closing sale prices are
not available are valued at the mean between the latest bid and asked prices. An
exchange-traded option is valued on the valuation day as the "Primary Market"
quote reported by the Option Pricing Authority ("OPRA"). OPRA gathers options
quotations from the six major U.S. Options exchanges and reports the last sale
price from any exchange on which the option is listed. If no such sales are
reported, such potion will be valued at the mean of the closing bid and asked
prices on the valuation day on the exchange on which the options are primarily
traded. When the Fund writes a call option it records the

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20

DETERMINATION OF NET ASSET VALUE
--------------------------------------------------------------------------------

premium as an asset and equivalent liability and thereafter adjusts the
liability to the market value of the option determined in accordance with the
preceding sentence.

The Adviser and the valuation committee may implement new pricing methodologies
or expand mark-to-market valuation of debt securities whose market prices are
not readily available in the future, which may result in a change in the Fund's
net asset value per share. The Fund's net asset value per share will also be
affected by fair value pricing decisions and by changes in the market for such
debt securities. In determining the fair value of a debt security, the Adviser
will consider relevant factors, data, and information, including: (i) the
characteristics of and fundamental analytical data relating to the debt
security, including the cost, size, current interest rate, period until next
interest rate reset, maturity and base lending rate of the debt security, the
terms and conditions of the debt security and any related agreements, and the
position of the debt security in the borrower's debt structure; (ii) the nature,
adequacy and value of the collateral, including the Fund's rights, remedies and
interests with respect to the collateral; (iii) the creditworthiness of the
borrower, based on an evaluation of its financial condition, financial
statements and information about the borrower's business, cash flows, capital
structure and future prospects; (iv) information relating to the market for the
debt security, including price quotations for and trading in the debt security
and interests in similar debt securities and the market environment and investor
attitudes towards the debt security and interests in similar debt securities;
(v) the experience, reputation, stability and financial condition of the agent
and any intermediate participants in the debt security; and (vi) general
economic and market conditions affecting the fair value of the debt security.
The fair value of each debt security is reviewed and approved by the Adviser's
valuation committee and the Fund's Trustees.

Debt securities for which the over-the-counter market is the primary market are
normally valued on the basis of prices furnished by one or more pricing services
at the mean between the latest available bid and asked prices. OTC options are
valued at prices obtained from a broker (typically the counterparty to the
options) on the valuation day. Financial futures contracts listed on commodity
exchanges and exchange-traded options are valued at closing settlement prices.
Short-term obligations having remaining maturities of less than 60 days are
valued at amortized cost, which approximates value, unless the Trustees
determine that under particular circumstances such method does not result in
fair value. As authorized by the Trustees, debt securities (other than
short-term obligations) may be valued on the basis of valuations furnished by a
pricing service which determines valuations based upon market transactions for
normal, institutional-size trading units of such securities. Securities for
which there is no such quotation or valuation and all other assets are valued at
fair value as determined in good faith by or at the direction of the Fund's
Trustees considering relevant factors, data and information, including the
market value of freely tradable securities of the same class in the principal
market on which such securities are normally traded.

All other securities are valued at fair value as determined in good faith by or
at the direction of the Trustees.

The daily valuation of foreign equity securities held by the Fund generally is
determined as of the close of trading on the principal exchange on which such
securities trade. Events occurring after the close of trading on foreign
exchanges may result in adjustments to the valuation of foreign securities to
more accurately reflect their fair value as of the close of regular trading on
the Exchange. The Fund may rely on an independent pricing service in making any
such adjustment. Foreign securities held by the Fund will be valued in U.S.
dollars; such values will be computed by the custodian based on foreign currency
exchange rate quotations supplied by an independent quotation service.

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21

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Portfolio trading

Decisions concerning the execution of portfolio security transactions, including
the selection of the market and the executing firm, are made by Eaton Vance, the
Fund's Adviser, Parametric or Rampart as the Sub-Advisers. As used below,
"Adviser" refers to Eaton Vance, Parametric, and Rampart, as applicable. The
Adviser is also responsible for the execution of transactions for all other
accounts managed by it. The Adviser places the portfolio security transactions
for execution with many firms. The Adviser uses its best efforts to obtain
execution of portfolio security transactions at prices which are advantageous to
the Fund and at reasonably competitive spreads or (when a disclosed commission
is being charged) at reasonably competitive commission rates. In seeking such
execution, the Adviser will use its best judgment in evaluating the terms of a
transaction, and will give consideration to various relevant factors, including
without limitation the full range and quality of the executing firm's services,
including the responsiveness of the firm to the 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 executing
firm, the reputation, reliability, experience and financial condition of the
firm, the value and quality of the services rendered by the firm in other
transactions, and the reasonableness of the spread or commission, if any. In
addition, the Advisers may consider the receipt of Proprietary Research Services
(as defined below), provided it does not compromise the Adviser's obligations to
seek best overall execution of the Fund. The Adviser may engage in portfolio
brokerage transaction with a broker-dealer firm that sells shares of Eaton Vance
fund, provided that such transactions are not directed to that firm as
compensated for the promotion or sale of such securities.

Transactions on stock exchanges and other agency transactions involve the
payment of negotiated brokerage commissions. Such transactions will be conducted
in conformity with the rules under the 1940 Act. 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, but the price paid or received usually includes an
undisclosed dealer markup or markdown. 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 Adviser, be reasonable in relation to the value of the
services provided, commissions exceeding those which another firm might charge
may be paid to broker-dealers who were selected to execute transactions on
behalf of the Adviser's clients in part for providing brokerage and research
services to the Adviser.

As authorized in Section 28(e) of the Securities Exchange Act of 1934, as
amended, a broker or dealer who executes a portfolio transaction on behalf of
the Fund may receive a commission 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 compensation was reasonable in
relation to the value of the brokerage and research services provided. This
determination may be made on the basis of that particular transaction or on the
basis of overall responsibilities which the Adviser and its affiliates have for
accounts over which they exercise investment discretion. Brokerage and research
services may include advice as to the value of securities, the advisability of
investing in, purchasing, or selling securities, and the availability of
securities or purchasers or sellers of securities; furnishing analyses and
reports concerning issuers, industries, securities, economic factors and trends,
portfolio strategy and the performance of accounts; effecting securities
transactions and performing functions

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22

PORTFOLIO TRADING
--------------------------------------------------------------------------------

incidental thereto (such as clearance and settlement); and the "Research
Services" referred to in the next paragraph.

It is a common practice of the investment advisory industry and of the advisers
of investment companies, institutions and other investors to receive research,
analytical, statistical and quotation services, data, information and other
services, products and materials which assist such advisers in the performance
of their investment responsibilities ("Research Services") from broker-dealer
firms which execute portfolio transactions for the clients of such advisers and
from affiliates of executing broker-dealers. Advisers also commonly receive
Research Services from research providers that are not affiliated with an
executing broker-dealer, but which have entered into payment arrangements
involving an executing broker-dealer ("Third Party Research Services"). Under a
typical Third Party Research Services payment arrangement, the research provider
agrees to provide services to an Adviser in exchange for specified payments to
the research provider by a broker-dealer that executes portfolio transactions
for clients of the Adviser. The Adviser and the executing broker-dealer enter
into a related agreement specifying the amount of brokerage business the Adviser
will direct to the executing broker-dealer to offset payments made by the
executing broker-dealer for Third Party Research Services received by the
Adviser. For example, the Adviser may agree to direct brokerage business
generating $45,000 in commissions on portfolio transactions to a broker-dealer
firm as consideration for the executing broker-dealer making payments of $30,000
to a provider of Third Party Research Services. The ratio of the commissions to
be paid to an executing broker-dealer as consideration for Third Party Research
Services over the cost borne by the executing broker-dealer in connection with
providing such services to the Adviser is referred to herein as the "Third Party
Research Services Payment Ratio."

Consistent with the foregoing practices, the Adviser receives Research Services
from many broker-dealer firms with which the Adviser places the Fund's
transactions and from third parties with which these broker-dealers have
arrangements. The Fund and the Adviser may also receive Research Services from
underwriters and dealers in fixed-price offerings, which Research Services are
reviewed and evaluated by the Adviser in connection with its investment
responsibilities.

Research Services received by the Advisers include such matters as general
economic, political, business and market information, industry and company
reviews, evaluations of securities and portfolio strategies and transactions,
proxy voting data and analysis services, technical analysis of various aspects
of the securities market, recommendations as to the purchase and sale of
securities and other portfolio transactions, financial, industry and trade
publications, news and information services, pricing and quotation equipment and
services, and research oriented computer hardware, software, databases and
services. Any particular Research Service obtained through a broker-dealer may
be used by the Adviser in connection with client accounts other than those
accounts which pay commissions to such broker-dealer. Any such Research Service
may be broadly useful and of value to the 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's account or of a few
clients' accounts, or may be useful for the management of merely a segment of
certain clients' accounts, regardless of whether any such account or accounts
paid commissions to the broker-dealer through which such Research Service was
obtained. The advisory fee paid by the Fund is not reduced because the Adviser
receives such Research Services. The Adviser evaluates the nature and quality of
the various Research Services obtained through broker-dealer firms and attempts
to allocate sufficient portfolio security transactions to such firms to ensure
the continued receipt of Research Services which the Adviser believes are useful
or of value to it in rendering investment advisory services to its clients.

In the event that the Adviser executes Fund securities transactions with a
broker-dealer and the associated commission is consideration for Third Party
Research Services (as described above), the Adviser has agreed to reduce the
advisory fee payable by the Fund by an amount equal to the

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23

PORTFOLIO TRADING
--------------------------------------------------------------------------------

commission payment associated with the transaction divided by the applicable
Third Party Research Services Payment Ratio.

Some executing broker-dealers develop and make available directly to their
brokerage customers proprietary Research Services ("Proprietary Research
Services"). As a general matter, broker-dealers bundle the cost of Proprietary
Research Services with trade execution services rather than charging separately
for each. In such circumstances, the independent cost or other value of the
Proprietary Research Services cannot be determined. The advisory fee paid by the
Fund will not be reduced in connection with the receipt of Proprietary Research
Services by the Adviser.

The investment companies sponsored by the Adviser or its affiliates may allocate
brokerage commissions to acquire information relating to the performance, fees
and expenses of such companies and other mutual funds, which information is used
by the Directors or Trustees of such companies to fulfill their responsibility
to oversee the quality of the services provided by various entities, including
the Adviser. Such companies may also pay cash for such information.

Securities considered as investments for the Fund may also be appropriate for
other investment accounts managed by the Adviser or its affiliates. Whenever
decisions are made to buy or sell securities by the Fund and one or more of such
other accounts simultaneously, the Adviser will allocate the security
transactions (including "hot" 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 Fund 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
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
Fund from time to time, it is the opinion of the Trustees of the Fund that the
benefits from the Adviser's organization outweigh any disadvantage that may
arise from exposure to simultaneous transactions.

Taxes

Qualification as a RIC requires, among other things, that the Fund: (i) derive
in each taxable year at least 90% of its gross income from: (a) dividends,
interest, payments with respect to certain securities loans, and gains from the
sale or other disposition of stock, securities or foreign currencies, or other
income (including but not limited to gain from options, futures and forward
contracts) derived with respect to its business of investing in such stock,
securities or foreign currencies; and (b) net income derived from interests in
certain publicly traded partnerships that are treated as partnerships for U.S.
federal income tax purposes and that derive less than 90% of their gross income
for the items described in (a) above (each a "Qualified Publicly Traded
Partnership"); and (ii) diversify its holdings so that, at the end of each
quarter of each taxable year: (a) at least 50% of the value of the Fund's total
assets is represented by (I) cash and cash items, U.S. government securities,
the securities of other regulated investment companies and (II) other
securities, with such other securities limited, in respect to any one issuer, to
an amount not greater than 5% of the value of the Fund's total assets and not
more than 10% of the outstanding voting securities of such issuer and (b) not
more than 25% of the

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24

TAXES
--------------------------------------------------------------------------------

value of the Fund's total assets is invested in the securities (other than U.S.
government securities and the securities of other regulated investment
companies) of (I) any one issuer, (II) any two or more issuers that the Fund
controls and that are determined to be engaged in the same or similar trades or
businesses or related trades or businesses or (III) any one or more Qualified
Publicly Traded Partnerships.

As a RIC, the Fund generally will not be subject to U.S. federal income tax on
its investment company taxable income (as that term is defined in the Code, but
without regard to the deductions for dividend paid) and net capital gain (the
excess of net long-term capital gain over net short-term capital loss), if any,
that it distributes in each taxable year to its shareholders, provided that it
distributes at least 90% of its investment company taxable income for such
taxable year. The Fund intends to distribute to its shareholders, at least
annually, substantially all of its investment company taxable income and net
capital gain. In order to avoid incurring a nondeductible 4% federal excise tax
obligation, the Code requires that the Fund distribute (or be deemed to have
distributed) by December 31 of each calendar year an amount at least equal to
the sum of (i) 98% of its ordinary income for such year, (ii) 98% of its capital
gain net income (which is the excess of its realized net long-term capital gain
over its realized net short-term capital loss), generally computed on the basis
of the one-year period ending on October 31 of such year, after reduction by any
available capital loss carryforwards and (iii) 100% of any ordinary income and
capital gain net income from the prior year (as previously computed) that were
not paid out during such year and on which the Fund paid no federal income tax.
Under current law, provided that the Fund qualifies as a RIC for federal income
tax purposes, the Fund should not be liable for any income, corporate excise or
franchise tax in The Commonwealth of Massachusetts.

For U.S. federal income tax purposes, distributions paid out of the Fund's
current or accumulated earnings and profits will, except in the case of
distributions of qualified dividend income and capital gain dividends described
below, be taxable as ordinary dividend income. Under the "Jobs and Growth Tax
Relief Reconciliation Act of 2003" (the "Tax Act"), certain income distributions
paid by the Fund (whether paid in cash or reinvested in additional Fund shares)
to individual taxpayers are taxed at rates applicable to net long-term capital
gains (15%, or 5% for individuals in the 10% or 15% tax brackets). This tax
treatment applies only if certain holding period requirements and other
requirements are satisfied by the shareholder and the dividends are attributable
to qualified dividend income received by the Fund itself. For this purpose,
"qualified dividend income" means dividends received by the Fund from United
States corporations and "qualified foreign corporations," provided that the Fund
satisfies certain holding period and other requirements in respect of the stock
of such corporations. These special rules relating to the taxation of ordinary
income dividends paid by RICs generally apply to taxable years beginning after
December 31, 2002 and beginning before January 1, 2009. Thereafter, the Fund's
dividends, other than capital gain dividends, will be fully taxable at ordinary
income tax rates unless further Congressional action is taken. There can be no
assurance as to what portion of the Fund's dividend distributions will qualify
for favorable treatment under the Tax Act.

Shareholders receiving any distribution from the Fund in the form of additional
shares pursuant to the dividend reinvestment plan will be treated as receiving a
taxable distribution in an amount equal to the fair market value of the shares
received, determined as of the reinvestment date.

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25

TAXES
--------------------------------------------------------------------------------

Dividends of investment company taxable income designated by the Fund and
received by corporate shareholders of the Fund will qualify for the DRD to the
extent of the amount of qualifying dividends received by the Fund from domestic
corporations for the taxable year. A dividend received by the Fund will not be
treated as a qualifying dividend (i) if the stock on which the dividend is paid
is considered to be "debt-financed" (generally, acquired with borrowed funds),
(ii) if the Fund fails to meet certain holding period requirements for the stock
on which the dividend is paid or (iii) to the extent that the Fund is under an
obligation (pursuant to a short sale or otherwise) to make related payments with
respect to positions in substantially similar or related property. Moreover, the
DRD may be disallowed or reduced if the corporate shareholder fails to satisfy
the foregoing requirements with respect to its shares of the Fund or by
application of the Code.

Distributions of net capital gain, if any, designated as capital gains dividends
are taxable to a shareholder as long-term capital gains, regardless of how long
the shareholder has held Fund shares. A distribution of an amount in excess of
the Fund's current and accumulated earnings and profits will be treated by a
shareholder as a return of capital which is applied against and reduces the
shareholder's basis in his or her shares. To the extent that the amount of any
such distribution exceeds the shareholder's basis in his or her shares, the
excess will be treated by the shareholder as gain from a sale or exchange of the
shares. Distributions of gains from the sale of investments that the Fund owned
for one year or less will be taxable as ordinary income.

The Fund may elect to retain its net capital gain or a portion thereof for
investment and be taxed at corporate rates on the amount retained. In such case,
it may designate the retained amount as undistributed capital gains in a notice
to its shareholders who will be treated as if each received a distribution of
his pro rata share of such gain, with the result that each shareholder will (i)
be required to report his pro rata share of such gain on his tax return as
long-term capital gain, (ii) receive a refundable tax credit for his pro rata
share of tax paid by the Fund on the gain and (iii) increase the tax basis for
his shares by an amount equal to the deemed distribution less the tax credit.

Selling shareholders will generally recognize gain or loss in an amount equal to
the difference between the shareholder's adjusted tax basis in the shares sold
and the sale proceeds. If the shares are held as a capital asset, the gain or
loss will be a capital gain or loss. The maximum tax rate applicable to net
capital gains recognized by individuals and other non-corporate taxpayers is (i)
the same as the maximum ordinary income tax rate for gains recognized on the
sale of capital assets held for one year or less, or (ii) 15% for gains
recognized on the sale of capital assets held for more than one year (as well as
certain capital gain distributions) (5% for individuals in the 10% or 15% tax
brackets).

Any loss realized upon the sale or exchange of Fund shares with a holding period
of six months or less will be treated as a long-term capital loss to the extent
of any capital gain distributions received with respect to such shares. In
addition, all or a portion of a loss realized on a sale or other disposition of
Fund shares may be disallowed under "wash sale" rules to the extent the
shareholder acquires other shares of the same Fund (whether through the
reinvestment of distributions or otherwise) within a period of 61 days beginning
30 days before and ending 30 days after the date of disposition of the common
shares. Any disallowed loss will result in an adjustment to the shareholder's
tax basis in some or all of the other shares acquired.

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 Fund (or of another fund) 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.

Dividends and distributions on the Fund's shares are generally subject to
federal income tax as described herein to the extent they do not exceed the
Fund's realized income and gains, even though

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26

TAXES
--------------------------------------------------------------------------------

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 Fund'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 Fund's net asset value
also reflects unrealized losses. Certain distributions declared in October,
November or December to Shareholders of record of such month 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 Fund may be "spilled back" and
treated as paid by the Fund (except for purposes of the non-deductible 4%
federal 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.

The Fund will inform shareholders of the source and tax status of all
distributions promptly after the close of each calendar year.

The benefits of the reduced tax rates applicable to long-term capital gains and
qualified dividend income may be impacted by the application of the alternative
minimum tax to individual shareholders.

For the Fund's index call options that qualify as section 1256 contracts Code
Section 1256 generally will require any gain or loss arising from the lapse,
closing out or exercise of such positions to be treated as 60% long-term and 40%
short-term capital gain or loss. In addition, the Fund generally will be
required to "mark to market" (i.e., treat as sold for fair market value) each
outstanding index option position which it holds at the close of each taxable
year (and on October 31 of each year for excise tax purposes). If a section 1256
contract held by the Fund at the end of a taxable year is sold in the following
year, the amount of any gain or loss realized on such sale will be adjusted to
reflect the gain or loss previously taken into account under the "mark to
market" rules. In addition to most index call options, section 1256 contracts
include certain other options contracts, certain regulated futures contracts,
and certain other financial contracts.

The Code contains special rules that apply to "straddles," defined generally as
the holding of "offsetting positions with respect to personal property." For
example, the straddle rules normally apply when a taxpayer holds stock and an
offsetting option with respect to such stock or substantially identical stock or
securities. In general, investment positions will be offsetting if there is a
substantial diminution in the risk of loss from holding one position by reason
of holding one or more other positions. The Fund expects that the index call
options it writes will not be considered straddles for this purpose because the
Fund's portfolio of common stocks will be sufficiently dissimilar from the
components of the indices on which it has outstanding options positions under
applicable guidance established by the Internal Revenue Service (the "Service").
Under certain circumstances, however, the Fund may enter into options
transactions or certain other investments that may constitute positions in a
straddle. If two or more positions constitute a straddle, recognition of a
realized loss from one position must generally be deferred to the extent of
unrecognized gain in an offsetting position. In addition, long-term capital gain
may be recharacterized as short-term capital gain, or short-term capital loss as
long-term capital loss. Interest and other carrying charges allocable to
personal property that is part of a straddle are not currently deductible but
must instead be capitalized. Similarly, "wash sale" rules apply to prevent the
recognition of loss by the Fund from the disposition of stock or securities at a
loss in a case in which identical or substantially identical stock or securities
(or an option to acquire such property) is or has been acquired within a
prescribed period.

--------------------------------------------------------------------------------
27

TAXES
--------------------------------------------------------------------------------

daily "marking to market" of all open positions in the account and a daily
netting of gains and losses from all positions in the account. At the end of a
taxable year, the annual net gains or losses from the mixed straddle account are
recognized for tax purposes. The net capital gain or loss is treated as 60%
long-term and 40% short-term capital gain or loss if attributable to the section
1256 contract positions, or all short-term capital gain or loss if attributable
to the non-section 1256 contract positions.

Gain or loss from a short sale of property is generally considered as capital
gain or loss to the extent the property used to close the short sale constitutes
a capital asset in the Fund's hands. Except with respect to certain situations
where the property used to close a short sale has a long-term holding period on
the date the short sale is entered into, gains on short sales generally are
short-term capital gains. A loss on a short sale will be treated as a long-term
capital loss if, on the date of the short sale, "substantially identical
property" has been held by the Fund for more than one year. In addition,
entering into a short sale may result in suspension of the holding period of
"substantially identical property" held by the Fund.

The Fund's transactions in futures contracts and options will be subject to
special provisions of the Code that, among other things, may affect the
character of gains and losses realized by the Fund (i.e., may affect whether
gains or losses are ordinary or capital, or short-term or long-term), may
accelerate recognition of income to the Fund and may defer Fund losses. These
rules could, therefore, affect the character, amount and timing of distributions
to shareholders. These provisions also (a) will require the Fund to mark-to-
market certain types of the positions in its portfolio (i.e., treat them as if
they were closed out), and (b) may cause the Fund to recognize income without
receiving cash with which to make distributions in amounts necessary to satisfy
the 90% distribution requirement for qualifying to be taxed as a RIC and the 98%
distribution requirement for avoiding excise taxes. The Fund will monitor its
transactions, will make the appropriate tax elections and will make the
appropriate entries in its books and records when it acquires any futures
contract, option or hedged investment in order to mitigate the effect of these
rules and prevent disqualification of the Fund from being taxed as a regulated
investment company.

Further, certain of the Fund's investment practices are subject to special and
complex federal income tax provisions that may, among other things, (i) convert
dividends that would otherwise constitute qualified dividend income into
short-term capital gain or ordinary income taxed at the higher rate applicable
to

--------------------------------------------------------------------------------
28

TAXES
--------------------------------------------------------------------------------

ordinary income, (ii) treat dividends that would otherwise be eligible for the
corporate dividends received deduction as ineligible for such treatment, (iii)
disallow, suspend or otherwise limit the allowance of certain losses or
deductions, (iv) convert long-term capital gain into short-term capital gain or
ordinary income, (v) convert an ordinary loss or deduction into a capital loss
(the deductibility of which is more limited) and cause the Fund to recognize
income or gain without a corresponding receipt of cash; (vi) adversely affect
the time as to when a purchase or sale of stock or securities is deemed to
occur; (vii) adversely alter the characterization of certain complex financial
transactions; and (viii) produce income that will not qualify as good income for
purposes of the 90% annual gross income requirement described above.

Dividends and interest received, and gains realized, by the Fund on foreign
securities may be subject to income, withholding or other taxes imposed by
foreign countries and U.S. possessions (collectively "foreign taxes") that would
reduce the return on its securities. Tax conventions between certain countries
and the United States, however, may reduce or eliminate foreign taxes, and many
foreign countries do not impose taxes on capital gains in respect of investments
by foreign investors. Shareholders will generally not be entitled to claim a
credit or deduction with respect to foreign taxes paid by the Fund.

The Fund may invest in the stock of "passive foreign investment companies"
("PFICs"). A PFIC is any foreign corporation (with certain exceptions) that, in
general, meets either of the following tests: (1) at least 75% of its gross
income is passive or (2) an average of at least 50% of its assets produce, or
are held for the production of, passive income. Under certain circumstances, the
Fund will be subject to federal income tax on a portion of any "excess
distribution" received on the stock of a PFIC or of any gain from disposition of
that stock (collectively "PFIC income"), plus interest thereon, even if the Fund
distributes the PFIC income as a taxable dividend to its shareholders. The
balance of the PFIC income will be included in the Fund's investment company
taxable income and, accordingly, will not be taxable to it to the extent it
distributes that income to its shareholders.

If the Fund invests in a PFIC and elects to treat the PFIC as a "qualified
electing fund" ("QEF"), then in lieu of the foregoing tax and interest
obligation, the Fund will be required to include in income each year its pro
rata share of the QEF's annual ordinary earnings and net capital gain--which it
may have to distribute to satisfy the distribution requirement and avoid
imposition of the excise tax--even if the QEF does not distribute those earnings
and gain to the Fund. In most instances it will be very difficult, if not
impossible, to make this election because of certain of its requirements.

The Fund may elect to "mark to market" its stock in any PFIC.
"Marking-to-market," in this context, means including in ordinary income each
taxable year the excess, if any, of the fair market value of a PFIC's stock over
the Fund's adjusted basis therein as of the end of that year. Pursuant to the
election, the Fund also would be allowed to deduct (as an ordinary, not capital,
loss) the excess, if any, of its adjusted basis in PFIC stock over the fair
market value thereof as of the taxable year-end, but only to the extent of any
net mark-to-market gains (reduced by any prior deductions) with respect to that
stock included by the Fund for prior taxable years under the election. The
Fund's adjusted basis in each PFIC's stock with respect to which it has made
this election will be adjusted to reflect the amounts of income included and
deductions taken thereunder.

Under Section 988 of the Code, gains or losses attributable to fluctuations in
exchange rates between the time the Fund accrues income or receivables or
expenses or other liabilities denominated in a foreign currency and the time the
Fund actually collects such income or receivables or pays such liabilities are
generally treated as ordinary income or loss.

Amounts paid by the Fund to individuals and certain other shareholders who have
not provided the Fund with their correct taxpayer identification number ("TIN")
and certain certifications required by the Service as well as shareholders with
respect to whom the Fund has received certain information from the Service or a
broker may be subject to "backup" withholding of federal income tax arising from
the

--------------------------------------------------------------------------------
29

TAXES
--------------------------------------------------------------------------------

Fund's taxable dividends and other distributions as well as the gross proceeds
of sales of shares, at a rate of 28% for amounts paid during 2005. An
individual's TIN is generally his or her social security number. 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 federal income tax liability, if any,
provided that the required information is furnished to the Service.

The foregoing briefly summarizes some of the important federal income tax
consequences to common shareholders of investing in common shares, reflects the
federal tax law as of the date of this Statement of Additional Information, and
does not address special tax rules applicable to certain types of investors,
such as corporate and foreign investors. Unless otherwise noted, this discussion
assumes that an investor is a U.S. person and holds Common Shares as a capital
asset. This discussion is based upon present 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 Service retroactively or prospectively. Investors should
consult their tax advisors regarding other federal, state or local tax
considerations that may be applicable to their particular circumstances, as well
as any proposed tax law changes.

--------------------------------------------------------------------------------
30

--------------------------------------------------------------------------------

Other information

The Fund is an organization of the type commonly known as a "Massachusetts
business trust." 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 Fund property or the acts, obligations
or affairs of the Fund. The Declaration of Trust, together with the Fund's
By-laws, also provides for indemnification out of Fund property of any
shareholder held personally liable for the claims and liabilities to which a
shareholder may become subject by sole 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 Fund itself is
unable to meet its obligations. The Fund has been advised by its counsel that
the risk of any shareholder incurring any liability for the obligations of the
Fund is remote.

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 Fund 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.

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 Fund's custodian or
by votes cast at a meeting called for that purpose. The Declaration of Trust
further provides that the Trustees of the Fund 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 to do so by the record
holders of not less than 10% of the outstanding shares.

The Fund's Prospectus and this SAI do not contain all of the information set
forth in the Registration Statement that the Fund 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.

Independent registered public accounting firm

Deloitte & Touche LLP, Boston, Massachusetts is the independent registered
public accounting firm for the Fund, providing audit services, tax return
preparation, and assistance and consultation with respect to the preparation of
filings with the SEC.

--------------------------------------------------------------------------------
31

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
--------------------------------------------------------------------------------

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TO THE TRUSTEES AND SHAREHOLDER OF EATON VANCE TAX-MANAGED GLOBAL BUY-WRITE
OPPORTUNITIES FUND:

We have audited the accompanying statement of assets and liabilities of Eaton
Vance Tax-Managed Global Buy-Write Opportunities Fund (the "Fund") as of
September 8, 2005 and the related statement of operations for the period from
March 30, 2005 (date of organization) through September 8, 2005. These financial
statements are the responsibility of the Fund's management. Our responsibility
is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Fund is not required to have,
nor were we engaged to perform, an audit of its internal control over financial
reporting. An audit includes consideration of internal control over financial
reporting as a basis for designing audit procedures that are appropriate in the
circumstances, 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. An audit also includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Eaton Vance Tax-Managed Global
Buy-Write Opportunities Fund as of September 8, 2005, and the results of its
operations for the period from March 30, 2005 (date of organization) through
September 8, 2005 in conformity with accounting principles generally accepted in
the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts
September 9, 2005

--------------------------------------------------------------------------------
32

--------------------------------------------------------------------------------

Eaton Vance Tax-Managed Global Buy-Write Opportunities Fund

STATEMENT OF ASSETS AND LIABILITIES
AS OF SEPTEMBER 8, 2005

ASSETS
Cash...................................................... $100,000
Offering costs............................................ 500,000
Receivable from Adviser................................... 15,000
--------
Total assets.............................................. $615,000
========
LIABILITIES
Accrued offering costs.................................... $500,000
Accrued organizational costs.............................. 15,000
--------
Total liabilities......................................... $515,000
========
Net assets applicable to 5,000 common shares of beneficial
interest issued and outstanding........................... $100,000
========
NET ASSET VALUE AND OFFERING PRICE PER SHARE................ $ 20.00
========

STATEMENT OF OPERATIONS
PERIOD FROM MARCH 30, 2005 (DATE OF ORGANIZATION) THROUGH SEPTEMBER 8, 2005

INVESTMENT INCOME........................................... $ --
--------
EXPENSES
Organization costs........................................ $ 15,000
Expense reimbursement..................................... $(15,000)
--------
Net expenses........................................... $ --
--------
NET INVESTMENT INCOME....................................... $ --
========

See notes to financial statements.

--------------------------------------------------------------------------------
33

Notes to financial statements

NOTE 1: ORGANIZATION

The Eaton Vance Tax-Managed Global Buy-Write Opportunities Fund (the "Fund") was
organized as a Massachusetts business trust on March 30, 2005 and has been
inactive since that date except for matters relating to its organization and
registration as a diversified, closed-end management investment company under
the Investment Company Act of 1940, as amended, and the Securities Act of 1933,
as amended, and the sale of 5,000 common shares to Eaton Vance Management, the
Fund's Investment Adviser.

Eaton Vance Management, or an affiliate, has agreed to reimburse all
organizational costs, estimated at approximately $15,000. Eaton Vance
Management, or an affiliate, directly provided certain organizational services
to the Fund at no expense. The costs of such services are not material.

Eaton Vance Management, or an affiliate, has agreed to pay all offering costs
(other than sales loads) that exceed $0.04 per common share. The total
estimated fund offering costs are $609,950, of which the Fund would pay
$500,000 and Eaton Vance Management would pay $109,950 based on such estimate.

The Fund's primary investment objective is to provide current income and gains,
with a secondary objective of capital appreciation. The Fund will seek to
generate current earnings in part by employing an options strategy of writing
(selling) index call options on at least 80% of the value of the Fund's total
assets under normal market conditions. Writing index call options is a
specialized investment practice that involves certain related risks and tax
consequences. Upon the writing of a call option, an amount equal to the premium
received by the Fund is included in the Statement of Assets and Liabilities as a
liability. The amount of the liability is subsequently marked-to-market to
reflect the current value of the option written in accordance with the Fund's
policies on investment valuation. Premiums received from writing options which
expire are treated as realized gains. Premiums received from writing options
which are exercised or are closed are added to or offset against the proceeds or
amount paid on the transaction to determine the realized gain or loss. When a
call option is exercised, the Fund will be required to deliver an amount of cash
determined by the excess of the value of the applicable index at contract
termination over the exercise price of the option. Thus, the exercise of index
call options sold by the Fund may require the Fund to sell portfolio securities
to generate cash at inopportune times or for unattractive prices.

Although, the Fund has no current intention to do so, the Fund is authorized and
reserves the flexibility to use leverage through the issuance of preferred
shares and/or borrowings, including the issuance of debt securities. The costs
of issuing preferred shares and/or a borrowing program would be borne by Common
Shareholders and consequently would result in a reduction of net asset value of
Common Shares. In addition, the fee paid to Eaton Vance will be calculated on
the basis of the Fund's average daily gross assets, including proceeds from the
issuance of preferred shares and/or borrowings, so the fees will be higher when
leverage is utilized.

NOTE 2: ACCOUNTING POLICIES

The Fund's financial statements are prepared in accordance with accounting
principles generally accepted in the United States of America which require
management to make estimates. Actual results may differ from those estimates.

--------------------------------------------------------------------------------
34

NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

The Fund's share of offering costs will be recorded within paid in capital as a
reduction of the proceeds from the sale of common shares upon the commencement
of Fund operations. The offering costs reflected above assume the sale of
12,500,000 common shares.

NOTE 3: INVESTMENT MANAGEMENT AGREEMENT

Pursuant to an investment advisory agreement between the Adviser and the Fund,
the Fund has agreed to pay an investment advisory fee, payable on a monthly
basis, at an annual rate of 1.00% of the average daily gross assets of the Fund.
Gross assets of the Fund shall be calculated by deducting accrued liabilities of
the Fund not including the amount of any preferred shares outstanding or the
principal amount of any indebtedness for money borrowed.

Pursuant to a sub-advisory agreement between the Adviser and Parametric
Portfolio Associates LLC ("Parametric"), the Adviser has agreed to pay a
sub-advisory fee to Parametric, in an annual amount equal to 0.25% of the
average daily gross assets of the Fund.

Pursuant to a sub-advisory agreement between the Adviser and Rampart Investment
Management Company, Inc. ("Rampart"), the Adviser has agreed to pay a
sub-advisory fee to Rampart, in an annual amount equal to 0.10% of the average
daily gross assets of the Fund.

NOTE 4: FEDERAL INCOME TAXES

The Fund intends to comply with the requirements of the Internal Revenue Code
applicable to regulated investment companies and to distribute all of its
taxable income, including any net realized gain on investments.

--------------------------------------------------------------------------------
35

--------------------------------------------------------------------------------

APPENDIX A
--------------------------------------------------------------------------------

Eaton Vance Funds
Proxy voting policy and procedures

I. OVERVIEW

The Boards of Trustees (the "Boards") of the Eaton Vance Funds (the "Funds")
recognize that it is their fiduciary responsibility to actively monitor the
Funds' operations. The Boards have always placed paramount importance on their
oversight of the implementation of the Funds' investment strategies and the
overall management of the Funds' investments. A critical aspect of the
investment management of the Funds continues to be the effective assessment and
voting of proxies relating to the Funds' portfolio securities. While the Boards
will continue to delegate the day-to-day responsibilities relating to the
management of the proxy-voting process to the relevant investment adviser or
sub-adviser, if applicable, of the Fund (or its underlying portfolio in the case
of a master-feeder arrangement), the Boards have determined that it is in the
interests of the Funds' shareholders to adopt these written proxy voting policy
and procedures (the "Policy"). For purposes of this Policy the term "Fund" shall
include a Fund's underlying portfolio in the case of a master-feeder arrangement
and the term "Adviser" shall mean the adviser to a Fund or its sub-adviser if a
sub-advisory relationship exists.

II. DELEGATION OF PROXY VOTING RESPONSIBILITIES

Pursuant to investment advisory agreements between each Fund and its Adviser,
the Adviser has long been responsible for reviewing proxy statements relating to
Fund investments and, if the Adviser deems it appropriate to do so, to vote
proxies on behalf of the Funds. The Boards hereby formally delegate this
responsibility to the Adviser, except as otherwise described in this Policy. In
so doing, the Boards hereby adopt on behalf of each Fund the proxy voting
policies and procedures of the Adviser(s) to each Fund as the proxy voting
policies and procedures of the Fund. The Boards recognize that the Advisers may
from time to time amend their policies and procedures. The Advisers will report
material changes to the Boards in the manner set forth in Section IV below. In
addition, the Boards will annually review and approve the Advisers' proxy voting
policies and procedures.

III. DELEGATION OF PROXY VOTING DISCLOSURE RESPONSIBILITIES

The Securities and Exchange Commission (the "Commission") recently enacted
certain new reporting requirements for registered investment companies. The
Commission's new regulations require that funds (other than those which invest
exclusively in non-voting securities) make certain disclosures regarding their
proxy voting activities. The most significant disclosure requirement for the
Funds is the duty pursuant to Rule 30b1-4 promulgated under the Investment
Company Act of 1940, as amended (the "1940 Act"), to file Form N-PX no later
than August 31st of each year beginning in 2004. Under Form N-PX, each Fund will
be required to disclose, among other things, information concerning proxies
relating to the Fund'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 in the matter and whether it voted for or against management.

The Boards hereby delegate to each Adviser the responsibility for recording,
compiling and transmitting in a timely manner all data required to be filed on
Form N-PX to Eaton Vance Management, which acts as administrator to each of the
Funds (the "Administrator"), for each Fund

--------------------------------------------------------------------------------
36

APPENDIX A
--------------------------------------------------------------------------------

that such Adviser manages. The Boards hereby delegate the responsibility to file
Form N-PX on behalf of each Fund to the Administrator.

IV. CONFLICTS OF INTEREST

The Boards expect each Adviser, as a fiduciary to the Fund(s) it manages, to put
the interests of each Fund and its shareholders above those of the Adviser. In
the event that in connection with its proxy voting responsibilities a material
conflict of interest arises between a Fund's shareholders and the Fund's Adviser
or the Administrator (or any of their affiliates) or any affiliated person of
the Fund and the Proxy Administrator intends to vote the proxy in a manner
inconsistent with guidelines approved by the Board, 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(s),
or a committee or sub-committee of such Board, concerning the material conflict.

Once the Adviser notifies the relevant Board(s), committee or sub-committee of
the Board, of the material conflict, the Board(s), committee or sub-committee,
shall convene a meeting to review and consider all relevant materials related to
the proxies involved. In considering such proxies, the Adviser shall make
available all materials requested by the Board, committee or sub-committee and
make reasonably available appropriate personnel to discuss the matter upon
request. The Board, committee or sub-committee will instruct the Adviser on the
appropriate course of action. If the Board, committee or sub-committee is unable
to meet and the failure to vote a proxy would have a material adverse impact on
the Fund(s) involved, each Adviser will have the right to vote such proxy,
provided that it discloses the existence of the material conflict to the Board,
committee or sub-committee at its next meeting. Any determination regarding the
voting of proxies of each Fund that is made by the committee or sub-committee
shall be deemed to be a good faith determination regarding the voting of proxies
by the full Board.

V. REPORTS

The Administrator shall make copies of each Form N-PX filed on behalf of the
Funds available for the Boards' review upon the Boards' request. The
Administrator (with input from the Adviser for the relevant Fund(s)) shall also
provide any reports reasonably requested by the Boards regarding the proxy
voting records of the Funds.

Each Adviser shall annually report any material changes to such Adviser's proxy
voting policies and procedures to the relevant Board(s) and the relevant
Board(s) will annually review and approve the Adviser's proxy voting policies
and procedures. Each Adviser shall report any changes to such Adviser's proxy
voting policies and procedures to the Administrator prior to implementing such
changes in order to enable the Administrator to effectively coordinate the
Funds' disclosure relating to such policies and procedures.

Eaton Vance Management
Boston Management and Research
Proxy voting policies and procedures

I. INTRODUCTION

Eaton Vance Management, Boston Management and Research and Eaton Vance
Investment Counsel (each an "Adviser" and collectively the "Advisers") have each
adopted and implemented policies and

--------------------------------------------------------------------------------
37

APPENDIX A
--------------------------------------------------------------------------------

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 Rule 206(4)-6 under the Investment Advisers Act of 1940, as
amended. The Advisers' authority to vote the proxies of their clients is
established by their advisory contracts or similar documentation, such as the
Eaton Vance Funds Proxy Voting Policies and Procedures. These proxy policies and
procedures reflect the Securities and Exchange Commission ("SEC") requirements
governing advisers and the long-standing fiduciary standards and
responsibilities for ERISA accounts set out in the Department of Labor Bulletin
94-2 C.F.R. 2509.94-2 (July 29, 1994).

II. OVERVIEW

Each Adviser manages its clients' 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' 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'
economic value.

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's stock option
plans for directors, officers or employees). Each Adviser is adopting the formal
written guidelines described in detail below and will utilize such guidelines in
voting proxies on behalf of its clients. These guidelines are designed to
promote accountability of a company's management and board of directors to its
shareholders and to align the interests of management with those of
shareholders.

In seeking to ensure a level of consistency and rationality in the proxy voting
process, the guidelines contained in these policies and procedures are designed
to address the manner in which certain matters that arise regularly in proxies
will generally be voted. However, each Adviser takes the view that these
guidelines should not be used as mechanical instructions for the exercise of
this important shareholder right. Except in the instance of routine matters
related to corporate administrative matters which are not expected to have a
significant economic impact on the company or its shareholders (on which the
Advisers will routinely vote with management), the Advisers will review each
matter on a case-by-case basis and reserve the right to deviate from these
guidelines when they believe the situation warrants such a deviation. In
addition, no set of guidelines can anticipate all situations that may arise. In
special cases, the Proxy Administrator (the person specifically charged with the
responsibility to review and vote proxies on behalf of each Adviser's clients)
may seek insight from the Adviser's analysts, portfolio managers and/or Chief
Equity Investment Officer on how a particular proxy proposal will impact the
financial prospects of a company, and vote accordingly. The guidelines are just
that: guidelines rather than hard and fast rules, simply because corporate
governance issues are so varied.

III. PROXY VOTING GUIDELINES

The following guidelines relate to the types of proposals that are most
frequently presented in proxy statements to shareholders. Absent unusual
circumstances, each Adviser will utilize these guidelines when voting proxies on
behalf of its clients.

A. ELECTION OF BOARD OF DIRECTORS
The Advisers believe that a Board of Directors should primarily be independent,
not have significant ties to management and consist of members who are all
elected annually. In addition, the Advisers believe that important Board
committees (e.g., audit, nominating and compensation committees) should be
entirely independent. In general,

--------------------------------------------------------------------------------
38

APPENDIX A
--------------------------------------------------------------------------------

+ The Advisers will support the election of directors that result in a Board
made up of a majority of independent directors.

+ The Advisers will support the election for independent directors to serve on
the audit, compensation, and/or nominating committees of a Board of
Directors.

+ The Advisers will hold all directors accountable for the actions of the
Board's committees. For example, the Advisers will consider withholding votes
for nominees who have recently approved compensation arrangements that the
Advisers deem excessive or propose equity-based compensation plans that
unduly dilute the ownership interests of shareholders.

+ The Advisers will support efforts to declassify existing Boards, and will
vote against proposals by companies to adopt classified Board structures.

+ The Advisers will vote against proposals for cumulative voting, confidential
stockholder voting and the granting of pre-emptive rights.

B. APPROVAL OF INDEPENDENT AUDITORS
The Advisers believe that the relationship between the company and its auditors
should be limited primarily to the audit engagement and closely allied
audit-related and tax services, although non-audit services may be provided so
long as they are consistent with the requirements of the Sarbanes-Oxley Act and,
if required, have been approved by an independent audit committee. The Advisers
will also consider the reputation of the auditor and any problems that may have
arisen in the auditor's performance of services.

C. EXECUTIVE COMPENSATION
The Advisers believe that appropriately designed equity-based compensation
plans, approved by shareholders, can be an effective way to align the interests
of shareholders and the interests of management, employees, and directors.
However, the Advisers are opposed to plans that substantially dilute
shareholders' ownership interests in the company or have objectionable
structural features.

+ The Advisers will generally vote against plans where total potential dilution
(including all equity-based plans) seems likely to exceed 15% of shares
outstanding over ten years and extends longer than ten years.

+ The Advisers will generally vote against stock-based compensation plans if
annual grants exceed 2% of shares outstanding.

These total and annual dilution thresholds are guidelines, not ceilings, and
when assessing a plan's impact on client shareholdings the Advisers will
consider other factors such as specific industry practices, company and stock
performance and management credibility. The Proxy Administrator may consult with
the relevant analyst(s) or portfolio manager(s) or, if appropriate, the Chief
Equity Investment Officer, to determine when or if it may be appropriate to
exceed these guidelines.

+ The Advisers will typically vote against plans that have any of the following
structural features:

+ Ability to re-price underwater options without shareholder approval.

+ The unrestricted ability to issue options with an exercise price below
the stock's current market price.

+ Automatic share replenishment ("evergreen") feature.

--------------------------------------------------------------------------------
39

APPENDIX A
--------------------------------------------------------------------------------

+ The Advisers are supportive of measures intended to increase long-term stock
ownership by executives. These may include:

+ Requiring senior executives to hold a minimum amount of stock in the
company (frequently expressed as a certain multiple of the executive's
salary).

+ Using restricted stock grants instead of options.

+ Utilizing phased vesting periods or vesting tied to company specific
milestones or stock performance.

+ The Advisers will generally support the use of employee stock purchase plans
to increase company stock ownership by employees, provided that shares
purchased under the plan are acquired for no less than 85% of their market
value.

In assessing a company's executive compensation plan, the Advisers will weigh
all components of the plan. For example, the grant of stock options to
executives of a company in a particular year may appear excessive if that grant
goes above 2% of the shares outstanding of the company. However, such grants may
be appropriate if the senior management of the company has accepted
significantly reduced cash compensation for the year in lieu of receiving a
greater number of options.

D. CORPORATE STRUCTURE MATTERS/ANTI-TAKEOVER DEFENSES
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 or other special circumstances).

E. STATE OF INCORPORATION/OFFSHORE PRESENCE
Under ordinary circumstances, the Advisers will not interfere with a choice to
reincorporate or reorganize a company in a different jurisdiction, provided that
management's decision has been approved by the board of directors. The Advisers
recognize that there may be benefits to reincorporation (such as tax benefits
and more developed business laws in the jurisdiction of reincorporation). Each
proposal to reincorporate in offshore tax havens will be reviewed on a case-by-
case basis to determine whether such actions are in the best interests of the
shareholders of the company, including the Advisers' clients.

F. ENVIRONMENTAL/SOCIAL POLICY ISSUES
The Advisers believe that "ordinary business matters" are primarily the
responsibility of management and should be approved solely by the company's
board of directors. The Advisers recognize that certain social and environmental
issues raised in shareholder proposals are the subject of vigorous public debate
and many are the subject of legal statutes or regulation by federal and/or state
agencies. The Advisers generally support management on these types of proposals,
although they may make exceptions where they believe a proposal has substantial
economic implications. The Advisers expect that the companies in which they
invest their clients' assets will act as responsible corporate citizens.

G. CIRCUMSTANCES UNDER WHICH THE ADVISERS WILL ABSTAIN FROM VOTING
The Advisers will seek to vote all proxies for clients who have delegated the
responsibility to vote such proxies to the Advisers. Under certain
circumstances, the costs to their clients associated with voting such proxies
would far outweigh the benefit derived from exercising the right to vote. In
those circumstances, the Advisers will make a case-by-case determination on
whether or not to vote such proxies. In the case of countries which required
so-called "share blocking," the Adviser may also abstain from voting. The
Advisers will not seek to vote proxies on behalf of their clients unless they
have agreed to take on that responsibility on behalf of a client. Finally, the
Advisers may be required

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to abstain from voting on a particular proxy in a situation where a material
conflict exists between the Adviser and its client. The policy for resolution of
such material conflicts is described below in Section V.

IV. RECORDKEEPING

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:

+ A copy of the Advisers' proxy voting policies and procedures;

+ Proxy statements received regarding client securities (if such proxies are
available on the SEC's EDGAR system or a third party undertakes to promptly
provide a copy of such documents to the Advisers, the Advisers do not need to
retain a separate copy of the proxy statement);

+ A record of each vote cast;

+ 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

+ Each written client request for proxy voting records and the Advisers'
written response to any client request (whether written or oral) for such
records.

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 for two years
after they are created.

V. IDENTIFICATION AND RESOLUTION OF CONFLICTS WITH CLIENTS
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 conflicts of interest, each Adviser will take the
following steps:

+ Quarterly, the Eaton Vance Legal and Compliance Departments will seek
information from the department heads of each department of the Advisers and
of Eaton Vance Distributors, Inc. ("EVD") (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. For example, a department head would report the fact
that EVD was in discussions with a corporate client considering management of
the corporation's 401(k) plan assets.

+ A representative of the Legal and Compliance Departments will compile a list
of the companies identified (the "Conflicted Companies") and provide that
list to the Proxy Administrator.

+ The Proxy Administrator will compare the list of Conflicted Companies with
the names of companies for which he or she expects to receive or has received
proxy statements (the "Proxy Companies"). If a Conflicted Company is also a
Proxy Company, the Proxy Administrator will report that fact to the Eaton
Vance Chief Legal Officer ("CLO") and the Chief Equity Investment Officer
("CEIO").

The CEIO and CLO will then determine if a material conflict of interest exists
between the relevant Adviser and its client. If the CEIO or CLO determines that
a material conflict exists, he or she, or his or her designees, will take the
following steps to seek to resolve such material conflict prior to voting any
proxies relating to these Conflicted Companies.

+ If the Proxy Administrator expects to vote the proxy of the Conflicted
Company strictly according to the guidelines contained in these Proxy Voting
Policies and Procedures (the "Policies"), he or

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she will (i) inform the CLO and CEIO (or his or her designees) of that fact,
(ii) vote the proxies and (iii) record the existence of the conflict and the
resolution of the matter.

+ If the Proxy Administrator intends to vote in a manner inconsistent with the
guidelines contained herein or, if the issues raised by the proxy are not
contemplated by these Policies, and the matters involved in such proxy could
have a material economic impact on the client(s) involved, the Adviser will
seek instruction on how the proxy should be voted from:

+ The client, in the case of an individual or corporate client;

+ In the case of a Fund its board of directors, or any committee or
sub-committee identified by the board; or

+ The adviser, in situations where the Adviser acts as a sub-adviser to
such adviser.

The Adviser will provide all reasonable assistance to each party to enable such
party to make an informed decision.

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 abstain from voting
in order to avoid the appearance of impropriety. If however, the failure of the
Adviser to vote its clients' proxies would have a material adverse economic
impact on the Advisers' clients' securities holdings in the Conflicted Company,
the Adviser may vote such proxies in order to protect its clients' interests. In
either case, the Proxy Administrator will record the existence of the material
conflict and the resolution of the matter.

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EATON VANCE TAX-MANAGED GLOBAL BUY-WRITE OPPORTUNITIES FUND

STATEMENT OF ADDITIONAL INFORMATION
SEPTEMBER 27, 2005

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INVESTMENT ADVISER AND ADMINISTRATOR
Eaton Vance Management
255 State Street
Boston, MA 02109

SUB-ADVISER
Parametric Portfolio Associates LLC
1151 Fairview Avenue North
Seattle, WA 98109

SUB-ADVISER
Rampart Investment Management Company, Inc.
One International Place
Boston, MA 02110

CUSTODIAN
Investors Bank & Trust Company
200 Clarendon Street
Boston, MA 02116

TRANSFER AGENT
PFPC Inc.
P.O. Box 43027
Providence, RI 02940-3027

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Deloitte & Touche LLP
200 Berkeley Street
Boston, MA 02116