<SEC-DOCUMENT>0000898432-05-000316.txt : 20120827
<SEC-HEADER>0000898432-05-000316.hdr.sgml : 20120827

<ACCEPTANCE-DATETIME>20050408164119

<PRIVATE-TO-PUBLIC>

ACCESSION NUMBER:		0000898432-05-000316

CONFORMED SUBMISSION TYPE:	N-2

PUBLIC DOCUMENT COUNT:		4

REFERENCES 429:			811-21745

FILED AS OF DATE:		20050408

DATE AS OF CHANGE:		20051205


FILER:


	COMPANY DATA:	

		COMPANY CONFORMED NAME:			Eaton Vance Tax-Managed Global Buy-Write Opportunities Fund

		CENTRAL INDEX KEY:			0001322435

		IRS NUMBER:				000000000



	FILING VALUES:

		FORM TYPE:		N-2

		SEC ACT:		1933 Act

		SEC FILE NUMBER:	333-123961

		FILM NUMBER:		05741943



	BUSINESS ADDRESS:	

		STREET 1:		TWO INTERNATIONAL PLACE

		CITY:			BOSTON

		STATE:			MA

		ZIP:			02110

		BUSINESS PHONE:		617-482-8260



	MAIL ADDRESS:	

		STREET 1:		TWO INTERNATIONAL PLACE

		CITY:			BOSTON

		STATE:			MA

		ZIP:			02110




FILER:


	COMPANY DATA:	

		COMPANY CONFORMED NAME:			Eaton Vance Tax-Managed Global Buy-Write Opportunities Fund

		CENTRAL INDEX KEY:			0001322435

		IRS NUMBER:				000000000



	FILING VALUES:

		FORM TYPE:		N-2

		SEC ACT:		1940 Act

		SEC FILE NUMBER:	811-21745

		FILM NUMBER:		05741944



	BUSINESS ADDRESS:	

		STREET 1:		TWO INTERNATIONAL PLACE

		CITY:			BOSTON

		STATE:			MA

		ZIP:			02110

		BUSINESS PHONE:		617-482-8260



	MAIL ADDRESS:	

		STREET 1:		TWO INTERNATIONAL PLACE

		CITY:			BOSTON

		STATE:			MA

		ZIP:			02110



</SEC-HEADER>

<DOCUMENT>
<TYPE>N-2
<SEQUENCE>1
<FILENAME>form_n-2.txt
<TEXT>
      As filed with the Securities and Exchange Commission on April 8, 2005
                                                     1933 Act File No. 333-
                                                     1940 Act File No. 811-21745

                          U.S. SECURITIES AND EXCHANGE COMMISSION
                                   WASHINGTON, D.C. 20549

                                          FORM N-2

                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933     |X|
                             PRE-EFFECTIVE AMENDMENT NO.     | |
                            POST-EFFECTIVE AMENDMENT NO.     | |

                                     AND/OR

                        REGISTRATION STATEMENT UNDER THE
                         INVESTMENT COMPANY ACT OF 1940      |X|
                                  AMENDMENT NO.              | |
                       (CHECK APPROPRIATE BOX OR BOXES)

           EATON VANCE TAX-MANAGED GLOBAL BUY-WRITE OPPORTUNITIES FUND
           -----------------------------------------------------------
               (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

     THE EATON VANCE BUILDING, 255 STATE STREET, BOSTON, MASSACHUSETTS 02109
     -----------------------------------------------------------------------
               (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

        REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (617) 482-8260
        -----------------------------------------------------------------

                                 ALAN R. DYNNER
     THE EATON VANCE BUILDING, 255 STATE STREET, BOSTON, MASSACHUSETTS 02109
     -----------------------------------------------------------------------
                     NAME AND ADDRESS (OF AGENT FOR SERVICE)

                          COPIES OF COMMUNICATIONS TO:

                              MARK P. GOSHKO, ESQ.
                   KIRKPATRICK & LOCKHART NICHOLSON GRAHAM LLP
                                 75 STATE STREET
                           BOSTON, MASSACHUSETTS 02109


    APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING: As soon as practicable after
the effective date of this Registration Statement.

    If any of the securities being registered on this form are to be offered on
a delayed or continuous basis in reliance on Rule 415 under the Securities Act
of 1933, other than securities offered in connection with a dividend
reinvestment plan, check the following box. [ ]

    It is proposed that this filing will become effective (check appropriate
box):
      [ ] when declared effective pursuant to Section 8(c)


<PAGE>


        CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933

===============================================================================
                                         PROPOSED     PROPOSED
                             AMOUNT      MAXIMUM      MAXIMUM      AMOUNT OF
                              BEING      OFFERING    AGGREGATE   REGISTRATION
TITLE OF SECURITIES BEING  REGISTERED   PRICE PER     OFFERING    FEES (1)(2)
        REGISTERED             (1)         UNIT      PRICE (1)
                                           (1)
-------------------------------------------------------------------------------

Common Shares of             50,000       $20.00     $1,000,000     $117.70
Beneficial Interest,
$0.01 par value

===============================================================================
(1)  Estimated solely for purposes of calculating the registration fee, pursuant
     to Rule 457(o) under the Securities Act of 1933.

(2)  Includes Shares that may be offered to the Underwriters pursuant to an
     option to cover over-allotments.

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


    THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATES AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.

<PAGE>

THE  INFORMATION IN THIS  PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED.  WE MAY
NOT SELL  THESE  SECURITIES  UNTIL THE  REGISTRATION  STATEMENT  FILED  WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL  THESE  SECURITIES  AND IT IS NOT  SOLICITING  AN  O9FFER  TO BUY  THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED




PROSPECTUS                            SUBJECT TO COMPLETION, DATED APRIL 8, 2005

(EATON VANCE LOGO)

                                     SHARES

           EATON VANCE TAX-MANAGED GLOBAL BUY-WRITE OPPORTUNITIES FUND

                                  COMMON SHARES

                                $20.00 PER SHARE
                                ----------------

   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 of domestic and foreign  issuers,  distinct  segments of which
seek to exceed  the total  return  performance  of  certain  broad-based  equity
indices  (each such index is referred  to as an "Index" and each such  portfolio
segment as a "Portfolio  Segment")  and (2) selling on a continuous  basis Index
call options on substantially the full value of each Segment.

   (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.

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

   INVESTING IN THE FUND'S COMMON SHARES INVOLVES CERTAIN RISKS. SEE "INVESTMENT
OBJECTIVES, POLICIES AND RISKS -- RISK CONSIDERATIONS" BEGINNING AT PAGE 20.

   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.

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

                                                      Per Share     Total (2)(3)
                                                      -----------   -----------
        Public Offering Price
        Sales Load
        Estimated Offering Expenses (1) (2)
        Proceeds to the Fund

------------
(1)  Eaton  Vance  (not the Fund) may pay  certain  additional  compensation  to
     qualifying  Underwriters.  See  "Underwriting."  Eaton Vance (not the Fund)
     will pay [ ] services  provided  pursuant to an  agreement  between [ ] and
     Eaton Vance. See  "Underwriting."  The total  compensation  received by the
     Underwriters  will not exceed 9.0% of the aggregate  initial offering price
     of the common shares offered hereby.
(2)  In addition to the sales load, the Fund will pay offering expenses of up to
     $[ ] per share,  estimated to total $ , which will reduce the  "Proceeds to
     the 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 loads) exceed $[ ] per share.  Eaton Vance or an affiliate has agreed
     to reimburse all Fund organizational costs.
(3)  The Underwriters may also purchase up to an additional common shares at the
     public offering price, less the sales load, within 45 days from the date of
     this  Prospectus  to  cover  over-allotments,  if any.  If such  option  is
     exercised in full, the total public offering price,  sales load,  estimated
     offering  expenses  and  proceeds  to the Fund  will be $ , $ , $ , and $ ,
     respectively.  The  Underwriters  expect to deliver  the  common  shares to
     purchasers on or about , 2005.

                                ----------------
     , 2005


<PAGE>


   INVESTMENT  ADVISER AND SUB-ADVISERS.  The Fund's investment adviser is Eaton
Vance Management ("Eaton Vance" or the "Adviser"). As of January 31, 2005, Eaton
Vance and its subsidiaries managed approximately $98 billion on behalf of funds,
institutional clients and individuals,  including approximately $58.6 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 $9.2 billion in assets as of
January 31, 2005.  Eaton Vance has also engaged  Rampart  Investment  Management
Company, Inc. ("Rampart" or a "Sub-Adviser") 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  $2.7
billion in assets as of February 28, 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 allow
for  efficient  implementation  of  the  Fund's  strategies.   Rampart  will  be
responsible  for  providing  advice  on  and  execution  of the  Fund's  options
strategy.

   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,  designated  Segments of which seek to exceed the
total return performance of Indices determined from time-to-time by the Adviser.
Initially,  a Segment  seeking to exceed  the total  return  performance  of the
Standard & Poor's 500  Composite  Stock Price Index (the "S&P 500") and Segments
seeking to exceed the total return  performance of certain  foreign  Indices are
expected to represent approximately [ ]% of the Fund's portfolio. Initially, the
foreign  Indices  represented  by  Segments  will be the Dow Jones EURO STOXX 50
(Price) Index ("Euro STOXX 50"),  the Financial  Times Stock  Exchange 100 Index
("FTSE  100)  and  the  Nikkei  225  Index  ("Nikkei  225").  Over  time,  these
percentages  and the Indices  represented  by  portfolio  Segments may vary as a
result of relative  changes in the Indices,  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 to less than 70% on an ongoing basis. Under normal market conditions,
the Fund  will  invest at least 35% of its  total  assets in the  securities  of
non-U.S.  issuers,  including up to 15% of its total assets in the securities of
issuers located in emerging markets.

   The Fund will seek to  generate  current  earnings  in part by  employing  an
options strategy of writing (selling) index call options on Indices  represented
by portfolio Segments. Under normal market conditions,  the Fund expects to sell
on a continuous basis  applicable  Index call options on substantially  the full
value of each Segment. 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.  The Fund seeks to generate  current
earnings from option premiums and, to a lesser extent,  from dividends on stocks
held.

    EXCHANGE  LISTING.  The Fund's common shares have applied for listing on the
New  York  Stock  Exchange  under  the  symbol  " ."  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. 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 distribution of current earnings and
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 , 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 54 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.

   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.

                                       2
<PAGE>



   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 anyone 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 of these securities
in any state  where the offer is not  permitted.  You should not assume that the
information  contained in this  Prospectus is accurate as of any date other than
the  date on the  front  of this  Prospectus.  The  Fund's  business,  financial
condition, results of operations and prospects may have changed since that date.

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

                                TABLE OF CONTENTS

Prospectus Summary...........................................................
Summary of Fund Expenses.....................................................
The Fund.....................................................................
Use of Proceeds..............................................................
Investment Objectives, Policies and Risks....................................
Management of the Fund.......................................................
Distributions................................................................
Dividend Reinvestment Plan...................................................
Description of Capital Structure.............................................
Underwriting.................................................................
Custodian and Transfer Agent.................................................
Legal Opinions...............................................................
Reports to Shareholders......................................................
Independent Registered Public Accounting Firm................................
Additional Information.......................................................
Table of Contents for the Statement of Additional Information................
The Fund's Privacy Policy....................................................

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

                                       3
<PAGE>



                               PROSPECTUS SUMMARY

   THIS IS ONLY A SUMMARY.  THIS SUMMARY MAY NOT CONTAIN ALL OF THE  INFORMATION
THAT YOU SHOULD  CONSIDER  BEFORE  INVESTING IN THE FUND'S  COMMON  SHARES.  YOU
SHOULD REVIEW THE MORE DETAILED INFORMATION  CONTAINED IN THIS PROSPECTUS AND IN
THE STATEMENT OF ADDITIONAL  INFORMATION,  ESPECIALLY THE  INFORMATION SET FORTH
UNDER THE HEADING "INVESTMENT OBJECTIVES, POLICIES AND RISKS."

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  common  shares  of
                                       beneficial interest,  par value $0.01 per
                                       share,  through  a group of  underwriters
                                       (the  "Underwriters") led by [ ], [ ] and
                                       [ ].  The  common  shares  of  beneficial
                                       interest are called "Common  Shares." The
                                       Underwriters  have been granted an option
                                       by the Fund to purchase up to  additional
                                       Common  Shares  solely to cover orders in
                                       excess  of  Common  Shares.  The  initial
                                       public   offering  price  is  $20.00  per
                                       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  and  (ii)  pay all
                                       offering  costs  (other than sales loads)
                                       that exceed $[ ] 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 of  domestic
                                       and foreign issuers, distinct segments of
                                       which  seek to exceed  the  total  return
                                       performance of certain broad-based equity
                                       indices  (each such index is  referred to
                                       as an  "Index"  and each  such  portfolio
                                       segment as a "Portfolio Segment") and (2)
                                       selling on a continuous  basis Index call
                                       options on  substantially  the full value
                                       of each 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,  designated  Segments  of  which
                                       seek   to   exceed   the   total   return
                                       performance  of Indices  determined  from
                                       time-to-time by the Adviser. Initially, a
                                       Segment   seeking  to  exceed  the  total
                                       return  performance  of  the  Standard  &
                                       Poor's 500  Composite  Stock  Price Index
                                       (the "S&P 500") is expected to  represent
                                       approximately  [ ]% of the  Fund's  stock
                                       portfolio and Segments  seeking to exceed
                                       the total return  performance  of certain
                                       foreign Indices are expected to represent
                                       approximately   [  ]%   of   the   Fund's
                                       portfolio.   .  Initially,   the  foreign
                                       Indices  represented  by Segments will be
                                       the Dow Jones EURO STOXX 50 (Price) Index
                                       ("Euro STOXX 50"),  the  Financial  Times
                                       Stock  Exchange 100 Index ("FTSE 100) and
                                       the Nikkei 225 Index ("Nikkei 225"). Over
                                       time,  these  percentages and the Indices
                                       represented  by  portfolio  Segments  may
                                       vary as a result of  relative  changes in

                                       4
<PAGE>

                                       the Indices,  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 to less than 70%
                                       on an ongoing basis.  Under normal market
                                       conditions, the Fund will invest at least
                                       35% 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 the  securities of issuers  located in
                                       emerging   markets.   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  December  31,  2004,  the
                                       median market capitalization of companies
                                       in the S&P MidCap  400 was  approximately
                                       $2.3 billion.

                                       The Fund  will seek to  generate  current
                                       earnings in part by  employing an options
                                       strategy of writing  (selling) index call
                                       options   on   Indices   represented   by
                                       portfolio  Segments.  Under normal market
                                       conditions, the Fund expects to sell on a
                                       continuous  basis  applicable  Index call
                                       options on  substantially  the full value
                                       of  each  Segment.  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.  The  Fund
                                       seeks to generate  current  earnings from
                                       option  premiums and, to a lesser extent,
                                       from dividends on stocks held.

                                       The Fund  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.  Index  options  differ from
                                       options on individual  securities in that
                                       index  options (i)  typically are settled
                                       in  cash   rather  than  by  delivery  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.

                                       As the seller of Index call options,  the
                                       Fund will  receive  cash  (the  premiums)
                                       from options 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 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,  under normal market
                                       conditions,  that the Fund will invest at
                                       least  80%  of  its  total  assets  in  a
                                       diversified portfolio of common stocks of


                                       5
<PAGE>

                                       domestic and foreign issuers,  designated
                                       Segments  of  which  seek to  exceed  the
                                       total  return   performance   of  Indices
                                       determined   from   time-to-time  by  the
                                       Adviser,  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   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  U.S..   The  Euro  STOXX  50  is  an
                                       unmanaged index of 50 European  blue-chip
                                       stocks from those countries participating
                                       in the European  Monetary  Union and is a
                                       free float market capitalization weighted
                                       index. The FTSE 100 is an unmanaged index
                                       of  100 of the  most  highly  capitalized
                                       blue   chip    companies,    representing
                                       approximately  80% of the United  Kingdom
                                       market.  The Nikkei  225 is an  unmanaged
                                       market  capitalization  weighted index of
                                       approximately  225  stocks  listed on the
                                       Tokyo  Stock  Exchange.  The  Fund is not
                                       sponsored,  endorsed, sold or promoted by
                                       the sponsor or publisher of any Index and
                                       no  sponsor  or  publisher  of any  Index
                                       makes any  representation  regarding  the
                                       advisability of investing in the Fund.

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  allow  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.

                                       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
                                       listed options on broad-based  securities
                                       indices  are  "section  1256   contracts"
                                       subject to favorable  tax  treatment  and
                                       because the markets for index options are
                                       generally  deeper  and more  liquid  than
                                       options on individual stocks.

                                       Eaton  Vance  further   believes  that  a
                                       strategy of owning a portfolio  of common
                                       stocks in conjunction  with writing Index
                                       call  options  should  generally  provide
                                       returns  that are  superior to owning the
                                       stocks  constituting the Index 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  for  U.S.   or


                                       6
<PAGE>

                                       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.  common stocks are
                                       positive, but do not exceed the long-term
                                       historical   average   of  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 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    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.   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 each  Segment and the  applicable
                                       Index  ,   projected   tracking  of  each
                                       Segment  versus  the  applicable   Index,
                                       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
                                       stock ratings 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  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  applicable  Index call  options on
                                       substantially  the  full  value  of  each
                                       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  intends to sell
                                       Index    call     options     that    are
                                       exchange-listed   and  "European  style,"
                                       meaning  that  the  options  may  only be
                                       exercised on the  expiration  date of the
                                       option. Exchange-traded 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


                                       7
<PAGE>

                                       will be slightly  above the current level
                                       of the index at the time the  options are
                                       written. The Adviser expects initially to
                                       follow  a  primary  options  strategy  of
                                       selling   Index  call   options   with  a
                                       remaining  maturity of approximately  one
                                       month  and  maintaining  its  short  call
                                       options  positions  until   approximately
                                       their  option  valuation  date,  at which
                                       time  replacement  call option  positions
                                       with    a    remaining     maturity    of
                                       approximately one month 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"  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  its
                                       stock  holdings (and any subset  thereof)
                                       and  each  Index  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.

                                       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 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


                                       8
<PAGE>

                                       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.

                                       The   foregoing   policies   relating  to
                                       investment  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
                                       invest up to 20% of its  total  assets in
                                       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,
                                       Polices and Risks."

LISTING............................    The Fund's Common Shares have applied for
                                       listing  on the New York  Stock  Exchange
                                       under the symbol
                                       "        ."

INVESTMENT ADVISER,  ADMINISTRATOR AND
SUB-ADVISERS.......................    Eaton Vance, a wholly owned subsidiary of
                                       Eaton   Vance   Corp.,   is  the   Fund's


                                       9
<PAGE>

                                       investment adviser and administrator. The
                                       Adviser  and  its  subsidiaries   managed
                                       approximately  $98  billion  on behalf of
                                       funds,    institutional    clients    and
                                       individuals   as  of  January  31,  2005,
                                       including  approximately $58.6 billion in
                                       equity  assets.  Thirty-one  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  $9.2
                                       billion in assets as of January 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  $2.7  billion  in
                                       assets as of  February  28,  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  allow  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   90-120   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  terminated  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


                                       10
<PAGE>

                                       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


                                       11
<PAGE>

                                       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 traditional,
                                       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 of Trustees  (the  "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.

SPECIAL RISK CONSIDERATIONS........    The following describes various principal
                                       risks of  investing  in the Fund.  A more
                                       detailed  description  of these and other
                                       risks  of   investing  in  the  Fund  are
                                       described under  "Investment  Objectives,
                                       Policies     and     Risks     --    Risk
                                       Considerations"  in this  Prospectus  and
                                       under "Additional  Investment Information
                                       and Restrictions" in the Fund's Statement
                                       of Additional Information.

                                       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  to sell index
                                       call  options  on a  continuous  basis on
                                       substantially   the  full  value  of  its
                                       common   stock   holdings,   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  its
                                       managed assets in a diversified portfolio
                                       of common stocks.  Therefore, a principal


                                       12
<PAGE>

                                       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.

                                       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.


                                       RISKS OF SELLING INDEX CALL OPTIONS.  The
                                       Fund  expects  to  sell  on a  continuous
                                       basis  applicable  Index call  options on
                                       substantially  the  full  value  of  each
                                       Segment.  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  stocks  in  each  Segment
                                       similar  to that of the  Index  that such
                                       Segment seeks to outperform. However, the
                                       Fund does not intend to acquire  and hold
                                       a portfolio of exactly the same stocks as
                                       the  Indices  on which the  Segments  are
                                       based.  Due  to tax  considerations,  the
                                       Fund intends to limit the overlap between
                                       its  stock   holdings   (and  any  subset
                                       thereof)  and each Index to less than 70%


                                       13
<PAGE>

                                       on an ongoing  basis.  Consequently,  the
                                       Fund bears the risk that the  performance
                                       of the  securities  held in each  Segment
                                       will  vary  from the  performance  of the
                                       applicable Indices. 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.

                                       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.

                                       TAX   RISK.    Reference   is   made   to
                                       "Distributions   --  Federal  Income  Tax


                                       14
<PAGE>

                                       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  net   investment   income
                                       (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   as
                                       described under "Distributions -- 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 prices or
                                       stock  market  volatility  declines,  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.

                                       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 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


                                       15
<PAGE>

                                       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).

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

                                       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


                                       16
<PAGE>

                                       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.


                                       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.

                                       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  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  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.

                                       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


                                       17
<PAGE>

                                       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.

                                       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 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.

                                       18
<PAGE>

                                       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.   See
                                       "Description  of  Capital   Structure  --
                                       Anti-Takeover     Provisions    in    the
                                       Declaration of Trust."


                                       19
<PAGE>


                            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).......      %
 Expenses borne by Common Shareholders............................    %(1)
 Dividend reinvestment plan fees..................................   None(2)


                                                                  PERCENTAGE OF
                                                                    NET ASSETS
                                                                 ATTRIBUTABLE TO
                                                                  COMMON SHARES
                                                                  -------------
ANNUAL EXPENSES
 Management fees.................................................       %
 Other expenses..................................................     %(3)
 Total annual expenses...........................................       %

------------
(1)  Eaton Vance or an  affiliate  has agreed to  reimburse  all  organizational
     costs and pay all offering  costs (other than sales load) 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
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):

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

   THE EXAMPLE SHOULD NOT BE CONSIDERED A  REPRESENTATION  OF FUTURE EXPENSES.
ACTUAL EXPENSES MAY BE HIGHER OR LOWER.

------------
(1)  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.

                                       20
<PAGE>


                                    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"
or the  "Investment  Company  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  $
(or $ 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 loads) that exceed $0.04 per Common Share.

                    INVESTMENT OBJECTIVES, POLICIES AND RISKS

INVESTMENT OBJECTIVES

   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 of domestic and
foreign  issuers,  distinct  segments  of which seek to exceed the total  return
performance of certain  broad-based  equity indices (each such index is referred
to as an "Index" and each such portfolio  segment as a "Portfolio  Segment") and
(2) selling on a continuous basis Index call options on  substantially  the full
value of each Segment.

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, designated Segments of which seek
to exceed the total return  performance of Indices  determined from time-to-time
by the  Adviser.  Initially,  a  Segment  seeking  to exceed  the  total  return
performance  of the Standard & Poor's 500 Composite  Stock Price Index (the "S&P
500") is expected to represent  approximately [ ]% of the Fund's stock portfolio
and Segments  seeking to exceed the total return  performance of certain foreign
Indices are expected to represent  approximately [ ]% of the Fund's portfolio. .
Initially,  the foreign  Indices  represented  by Segments will be the Dow Jones
EURO STOXX 50 (Price)  Index  ("Euro  STOXX  50"),  the  Financial  Times  Stock
Exchange 100 Index  ("FTSE 100) and the Nikkei 225 Index  ("Nikkei  225").  Over
time, these  percentages and the Indices  represented by portfolio  Segments may
vary as a result of relative changes in the Indices, 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 to less  than  70% on an  ongoing  basis.  Under  normal  market
conditions,  the Fund  will  invest  at least  35% 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 the  securities  of issuers
located in emerging  markets.  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 December 31, 2004, the median market capitalization of
companies in the S&P MidCap 400 was approximately $2.3 billion.

                                       21
<PAGE>

   The Fund will seek to  generate  current  earnings  in part by  employing  an
options strategy of writing (selling) index call options on Indices  represented
by portfolio Segments. Under normal market conditions,  the Fund expects to sell
on a continuous basis  applicable  Index call options on substantially  the full
value of each Segment. 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.  The Fund seeks to generate  current
earnings from option premiums and, to a lesser extent,  from dividends on stocks
held.  Generally,  the Fund intends to sell Index call options that are slightly
"out-of-the-money,"  meaning  that  option  exercise  prices  generally  will be
slightly  higher than the current level of the index at the time the options are
written.  The Fund seeks to generate  current earnings from option premiums and,
to a lesser extent, from dividends on stocks held.

   The Fund  intends to sell 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.  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.

   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  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 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 substantially  the full value
of its  holdings of common  stocks and the Fund's  initial  expectation  to roll
forward  its  options  positions  primarily  on a monthly  basis.  For its stock
holdings,  the Fund's annual portfolio  turnover rate is expected to exceed that
of the Indices  represented by portfolio  Segments 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,  under  normal  market  conditions,  that the Fund will
invest at least 80% of its total  assets in a  diversified  portfolio  of common
stocks of domestic  and foreign  issuers,  designated  Segments of which seek to
exceed the total return  performance of the Indices determined from time-to-time
by the  Adviser,  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.

   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 U.S.. The Euro
STOXX 50 is an  unmanaged  index of 50  European  blue-chip  stocks  from  those
countries  participating  in the  European  Monetary  Union and is a free  float
market capitalization  weighted index. The FTSE 100 is an unmanaged index of 100
of the most highly capitalized blue chip companies,  representing  approximately
80% of the  United  Kingdom  market.  The  Nikkei  225  is an  unmanaged  market
capitalization  weighted index of  approximately  225 stocks listed on the Tokyo
Stock Exchange.

   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  allow  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


                                       22
<PAGE>

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,  selling index call options can achieve better tax
and  transactional  efficiency  because index options are cash-settled  "section
1256  contracts"  subject to favorable tax treatment and because the markets for
index  options are  generally  deeper and more liquid than options on individual
stocks.

   Eaton Vance further  believes that a strategy of owning a portfolio of common
stocks in conjunction with writing Index call options should  generally  provide
returns that are superior to owning the stocks constituting the Index 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 for U.S. or non-U.S.  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.  common  stocks  are  positive,  but do not  exceed the
long-term historical average of 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 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 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.  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 each Segment
and the  applicable  Index ,  projected  tracking  of each  Segment  versus  the
applicable  Index,  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 stock ratings 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 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 approximately  one month and maintaining its short call
options positions until approximately their option valuation date, at which time
replacement call option positions with a remaining maturity of approximately one
month are written.  The Adviser expects to sell applicable Index call options on
substantially  the full value of each  Segment.  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 the intended strategy of selling index call options,  the Fund
may  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


                                       23
<PAGE>

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  appreciation  and
depreciation in the value of Common Shares and  distributions  characterized  as
return of capital result in adjustment of a Common Shareholder's  federal income
tax basis in his or her Common Shares and  accordingly 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  by a  Common  Shareholder  will  be
substantially  influenced  by the 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 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 its stock  holdings  (and any subset  thereof) and
each  Index 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.

   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 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 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


                                       24
<PAGE>

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.  As indicated  above, in addition
to writing index call options, the Fund may invest up to 20% of its total assets
in 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  objective  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.

   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,  designated  Segments  of which  seek to exceed the total
return  performance  of Indices  determined  from  time-to-time  by the Adviser.
Common stock represents an equity 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 invest a significant portion of its assets
in foreign securities.  As discussed above, under normal market conditions,  the
Fund will  invest at least at least 35% of its  total  assets in  securities  of
issuers located in countries  other than the United States.  The Fund may invest
up to 15] of its total assets in issuers located in emerging market countries.

   GENERAL.  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).

   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 (particularly


                                       25
<PAGE>

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 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 U.S. and developed
foreign markets.  Disclosure and regulatory  standards in many respects are less
stringent than in the U.S. and developed  foreign  markets.  There also may be a
lower level of  monitoring  and  regulation  of  securities  markets in emerging
market countries and the activities of investors in such markets and enforcement
of existing regulations has been 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.

   INDEX  OPTIONS  GENERALLY.  The Fund will  pursue its  objectives  in part by
selling on a continuous basis applicable Index call options on substantially the
full value of each Segment.

   The Fund  will  sell  Index  options  that are  exchange-listed  and that are
"European  style,"  meaning  that  the  options  may  only be  exercised  on the
expiration  date of the option.  Index options differ from options on individual
securities  in that Index  options (i) typically are settled in cash rather than
by delivery 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.

   Option  contracts are originated  and  standardized  by the Options  Clearing
Corporation (the "OCC"). Currently, index options are available on approximately
89 indexes, with new listings added periodically.  The Fund will sell Index call
options that are  generally  issued,  guaranteed  and cleared by the OCC.  Index
options currently trade  exclusively on the Chicago Board Options Exchange.  The
Adviser  believes  that there exists a large  trading  volume of Index  options,
sufficient  to fulfill the Fund's  requirements  to implement  its index options
strategy.

   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
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


                                       26
<PAGE>

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 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
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 on
the expiration date a capital gain equal to the premium  received by the Fund at
the time the option was written.  If an option written by the Fund is exercised,
the Fund realizes on the expiration date 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 upon the closing
purchase  transaction  a capital gain if the cost of the closing  option is less
than the premium received from writing the option and a capital loss if the cost
of the closing option is more than the premium received. Because exchange-listed
Index options are "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 on October 31 or at the close of each taxable
year. See "Distributions -- Federal Income Tax Matters."

   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 options premiums
than in relation to the prices of underlying  securities.  Transaction costs may
be especially  significant in option strategies  calling for multiple  purchases
and sales of options  over short  periods of time or  concurrently.  Transaction
costs  associated with the Fund's options strategy will vary depending on market
circumstances and other factors.

   The standard contract size for an exchange-listed S&P 500 index option is the
index level  multiplied  by $100.  In general,  there are three items  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."

                                       27
<PAGE>

   The  following  is a  conceptual  example of the returns that may be achieved
from a buy-write  investment  strategy  that  consist 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 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 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 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 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,
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 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  each  Segment  of  the  Fund's
portfolio versus the applicable Index.

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.

      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 U.S. 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 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.

                                       28
<PAGE>


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 a 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.

   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 U.S.
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.

                                       29
<PAGE>

   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)
to be exchanged or "swapped"  between the parties,  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 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.  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  Commodity   Futures  Trading
Commission.  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  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.

                                       30
<PAGE>


   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  regarding
"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  substantially  the full value of its holdings of
common  stocks and the Fund's  initial  expectation  to roll forward its options
positions  primarily  on a monthly  basis.  For its stock  holdings,  the Fund's
annual  portfolio  turnover rate is expected to exceed that of each Index 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.

RISK CONSIDERATIONS

   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  to sell  index  call  options  on a
continuous basis on  substantially  the full value of its common stock holdings,
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 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


                                       31
<PAGE>

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.

   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.

   RISKS OF SELLING  INDEX CALL  OPTIONS.  The Fund  expects to sell  applicable
Index call options on a continuous basis on substantially the full value of each
Segment. 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 stocks in each Segment  similar
to that of the Index that such Segment seeks to  outperform.  However,  the Fund
does not intend to acquire  and hold a  portfolio  of exactly the same stocks as
the Indices on which the Segments are based. Due to tax considerations, the Fund
intends to limit the overlap between its stock holdings (and any subset thereof)
and each  Index to less than 70% on an  ongoing  basis.  Consequently,  the Fund
bears the risk that the  performance of the  securities  held will vary from the
performance of the applicable Indices. 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 each applicable
Index,  changes  in actual or  perceived  volatility  of each such Index and the
remaining  time to the options'  expiration.  The trading price of Index 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.

   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  substantially  affected by changes in the value of and
dividend rates of the securities represented in the underlying index, changes in


                                       32
<PAGE>

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.

   TAX RISK.  Reference is made to "Distributions -- 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 net investment income (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 as  described  under
"Distributions -- 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 prices or
stock market volatility declines,  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.

      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 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).

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

                                       33
<PAGE>

      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.

   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.

   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 Funds' 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  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.

   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.

   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


                                       34
<PAGE>

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 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.  See
"Description of Capital Structure -- Anti-Takeover Provisions in the
Declaration of Trust."

                                       35
<PAGE>


                             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, MA 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  $98 billion as of January 31, 2005,
including approximately $58.6 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 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 [ ]% of the average daily gross assets of the Fund.  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 two
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 981209.
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


                                       36
<PAGE>

managing broadly diversified,  risk controlled and tax-efficient  portfolios for
high net worth  investors and investment  company  clients.  Parametric  managed
approximately $9.2 billion in assets as of January 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 [ ]% 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.

   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 is Managing  Director and Chief  Investment  Officer at Parametric,
where he leads the  investment,  research and  technology  activities.  Prior to
joining  Parametric,  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, 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 and was 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 $2.7 billion in assets as of February 28, 2005.

   Mr. Egalka is responsible for the development and implementation of Rampart's
options strategy utilized in managing the Fund.

   Mr. Egalka 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.

   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 [ ]% 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, but currently  receives no
compensation  for  providing  administrative  services  to 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 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. In addition to


                                       37
<PAGE>

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  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 90-120 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 terminated 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 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  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.

   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
will not 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


                                       38
<PAGE>

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
any  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.

   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  long-term  capital  gain  (regardless  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 percent 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 gains from the sale of investments that the Fund owned for one
year or less 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 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.

   In the case of Fund transactions  involving index call options,  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


                                       39
<PAGE>

to market" (I.E.,  treat as sold for fair market value) each such position which
it holds on October 31 or at the close of each taxable  year.  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 each Index 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.

   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.

   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


                                       40
<PAGE>

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.

   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  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, 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  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
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%).

                                       41
<PAGE>

   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  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
IRS 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.

                                       42
<PAGE>


                           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. Common  Shareholders  electing not 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.

   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 proxy will include 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


                                       43
<PAGE>

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  Standard
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  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.

                                       44
<PAGE>

   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  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 approach or
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 holders of Common  Shares.  After  payment of the full  amount of the
liquidating  distribution to which they are entitled, the preferred shareholders
would not be entitled to any further participation in any distribution of assets
by the 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  allowed 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 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.

                                       45
<PAGE>

   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 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.

                                       46
<PAGE>


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
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.

                                       47
<PAGE>



                                  UNDERWRITING

   Subject  to the  terms  and  conditions  stated  in the  Fund's  underwriting
agreement dated , 2005,  each  Underwriter  named below has severally  agreed to
purchase,  and the Fund has  agreed to sell to such  Underwriter,  the number of
Common Shares set forth opposite the name of such Underwriter.

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














                                                                  ------------
 Total..........................................................
                                                                  ============

   The underwriting  agreement provides that the obligations of the Underwriters
to purchase the Common Shares  included in this offering are subject to approval
of legal  matters by  counsel  and to other  conditions.  The  Underwriters  are
obligated to purchase  all the Common  Shares  (other than those  covered by the
over-allotment  option  described  below)  if they  purchase  any of the  Common
Shares.

   The  Underwriters,  for whom [ ], [ ] and [ ] are acting as  representatives,
propose to offer some of the Common Shares  directly to the public at the public
offering  price set forth on the cover page of this  Prospectus  and some of the
Common Shares to dealers at the public  offering  price less a concession not to
exceed $ per Common Share.  The sales load the Fund will pay of $0.90 per Common
Share is equal to 4.5% of the  initial  offering  price.  The  Underwriters  may
allow,  and such  dealers may reallow,  a concession  not to exceed $ per Common
Share on sales to certain  other  dealers.  If all of the Common  Shares are not
sold at the initial  offering price, the  representatives  may change the public
offering price and other selling terms. Investors must pay for any Common Shares
purchased on or before , 2005.  The  representatives  have advised the Fund that
the  Underwriters  do not intend to confirm any sales to any accounts over which
they exercise discretionary authority.

   The Fund has granted to the  Underwriters an option,  exercisable for 45 days
from the date of this Prospectus,  to purchase up to additional Common Shares at
the public  offering  price less the sales load. The  Underwriters  may exercise
such  option  solely for the  purpose of  covering  over-allotments,  if any, in
connection  with this  offering.  To the extent such option is  exercised,  each
Underwriter  will be  obligated,  subject to certain  conditions,  to purchase a
number  of  additional  Common  Shares   approximately   proportionate  to  such
Underwriter's initial purchase commitment.

   The Fund, the Adviser and the Sub-Advisers  have agreed that, for a period of
180 days from the date of this  Prospectus,  they will  not,  without  the prior
written consent of [ ]., on behalf of the Underwriters,  dispose of or hedge any
Common Shares or any  securities  convertible  into or  exchangeable  for Common
Shares. [ ], in its sole discretion,  may release any of the securities  subject
to these agreements at any time without notice.

   Prior to the offering, there has been no public market for the Common Shares.
Consequently,  the  initial  public  offering  price for the  Common  Shares was
determined by negotiation  among the Fund, the Adviser and the  representatives.
There can be no  assurance,  however,  that the price at which the Common Shares
will sell in the public  market 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
Common Shares have been  authorized for listing on the New York Stock  Exchange,
subject to notice of issuance.

   The  following  table  shows  the  sales  load  that the Fund will pay to the
Underwriters in connection with this offering.  These amounts are shown assuming
both no  exercise  and full  exercise  of the  Underwriters'  option to purchase
additional Common Shares.

                                       48
<PAGE>

                                                           PAID BY FUND
                                                    ----------------------------
                                                    NO EXERCISE    FULL EXERCISE
                                                    -----------    -------------
Per share.........................................     $              $
                                                       --             --
Total.............................................     $              $
                                                       ==             ==

   The Fund, the Adviser and the Sub-Advisers  have each agreed to indemnify the
several Underwriters against certain  liabilities,  including  liabilities under
the  Securities  Act of 1933,  as amended,  or to  contribute  to  payments  the
Underwriters may be required to make because of any of these liabilities.

   [The  Fund has  agreed to pay the  Underwriters  $[ ] per  Common  Share as a
partial reimbursement of expenses incurred in connection with the offering.  The
Adviser has agreed to pay the amount by which the Fund's  offering  costs (other
than the sales load but inclusive of the  reimbursement of Underwriter  expenses
of $[ ] per share) exceed $0.04 per share.  The Adviser has agreed to pay all of
the Fund's organizational expenses.]

   The Adviser (and not the Fund) may pay to certain qualifying Underwriters who
meet specified sales targets ("Qualifying  Underwriters") from its own assets an
annual fee of up to [ ]% 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 the Adviser.  The sum of these fees will not exceed % of the total
initial  price to the public of the  Common  Shares  offered  hereby and will be
payable in arrears at the end of each calendar quarter during the continuance of
the  Investment  Advisory  Agreement  or other  advisory  agreement  between the
Adviser and the Fund. Additionally, the Adviser (and not the Fund) will pay to [
]. 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 the Fund's  Common Shares in an amount
equal to $ , which is % of the total  initial  price to the public of the Common
Shares  offered  hereby.  The sum of the noted fees to be paid to the Qualifying
Underwriters  and[  ].,  the  amounts  paid  by the  Fund to  reimburse  certain
Underwriter  and other  expenses  and the sales load to be paid by the Fund will
not exceed 9.00% of the total  initial  price to the public of the Common Shares
offered hereby.

   In connection with the  requirements for listing the Common Shares on the New
York Stock  Exchange,  the  Underwriters  have undertaken to sell lots of 100 or
more Common Shares to a minimum of 2,000 beneficial owners in the United States.
The minimum investment requirement is 100 Common Shares.

   Certain  Underwriters may make a market in the Common Shares after trading in
the Common Shares has commenced on the New York Stock  Exchange.  No Underwriter
is,  however,  obligated  to  conduct  market-making  activities  and  any  such
activities  may be  discontinued  at  any  time  without  notice,  at  the  sole
discretion of the Underwriter. No assurance can be given as to the liquidity of,
or the trading  market for, the Common  Shares as a result of any  market-making
activities  undertaken by any Underwriter.  This Prospectus is to be used by any
Underwriter  in connection  with the offering and,  during the period in which a
Prospectus  must be  delivered,  with  offers and sales of the Common  Shares in
market-making  transactions in the over-the-counter  market at negotiated prices
related to prevailing market prices at the time of the sale.

   The Underwriters  have advised the Fund that,  pursuant to Regulation M under
the Securities Exchange Act of 1934, as amended,  certain persons  participating
in the offering may engage in transactions, including stabilizing bids, covering
transactions  or the  imposition of penalty  bids,  which may have the effect of
stabilizing  or  maintaining  the market  price of the Common  Shares at a level
above that which might otherwise prevail in the open market. A "stabilizing bid"
is a bid for, or the purchase of, the Common Shares on behalf of an  Underwriter
for the  purpose  of fixing or  maintaining  the price of the Common  Shares.  A
"covering transaction" is a bid for, or purchase of, the Common Shares on behalf
of an  Underwriter to reduce a short position  incurred by the  Underwriters  in
connection  with the  offering.  A "penalty  bid" is a  contractual  arrangement
whereby if, during a specified  period after the issuance of the Common  Shares,
the  Underwriters  purchase  Common Shares in the open market for the account of
the  underwriting  syndicate and the Common Shares  purchased can be traced to a
particular  Underwriter  or  member  of  the  selling  group,  the  underwriting
syndicate  may require the  Underwriter  or selling  group member in question to
purchase the Common Shares in question at the cost price to the syndicate or may
recover from (or decline to pay to) the  Underwriter  or selling group member in
question any or all compensation  (including,  with respect to a representative,
the  applicable  syndicate  management  fee)  applicable to the Common Shares in
question.  As a result,  an  Underwriter  or selling  group member and, in turn,
brokers may lose the fees that they  otherwise  would have earned from a sale of
the Common Shares if their customer  resells the Common Shares while the penalty
bid is in effect.  The  Underwriters  are not required to engage in any of these
activities,  and any such activities,  if commenced,  may be discontinued at any
time.  These  transactions  may be  effected  on the New York Stock  Exchange or
otherwise.

                                       49
<PAGE>

   A Prospectus in electronic format may be available on the website  maintained
by one or more of the Underwriters.  The representatives may agree to allocate a
number of Common Shares to the  Underwriters  for sale to their online brokerage
account holders. The representatives will allocate Common Shares to Underwriters
that may make internet distributions on the same basis as other allocations.  In
addition,  Common Shares may be sold by the  Underwriters to securities  dealers
who resell Common Shares to online brokerage account holders.

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

   Certain  Underwriters have performed investment banking and advisory services
for the Adviser,  the  Sub-Advisers  and their affiliates from time to time, for
which they have received customary fees and expenses.  Certain Underwriters may,
from time to time,  engage in  transactions  with or  perform  services  for the
Adviser and the Sub-Advisers in the ordinary course of business.

   Prior to the public  offering of Common  Shares,  an affiliate of the Adviser
will purchase Common Shares from the Fund in an amount  satisfying the net worth
requirements of Section 14(a) of the 1940 Act.

   The principal business address of [ ] is [ ], New York, NY [10013].

                          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 [ ], New York, New York.

                             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

   [      ],      Boston,      Massachusetts      is      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.


                                       50
<PAGE>



          TABLE OF CONTENTS FOR THE STATEMENT OF ADDITIONAL INFORMATION

Additional Investment Information and Restrictions.........................
Trustees and Officers......................................................
Investment Advisory and Other Services.....................................
Determination of Net Asset Value...........................................
Portfolio Trading..........................................................
Taxes......................................................................
Other Information..........................................................
Independent Registered Public Accounting Firm..............................
Statement of Assets and Liabilities........................................
Notes to Financial Statements..............................................
Appendix A: Proxy Voting Policies and Procedures...........................   A-


                                       51
<PAGE>


                            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:

   o  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.

   o  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.

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

   o  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.

                                       52
<PAGE>

 ==============================================================================

                                     SHARES

           EATON VANCE TAX-MANAGED GLOBAL BUY-WRITE OPPORTUNITIES FUND

                                  COMMON SHARES

                               (EATON VANCE LOGO)

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

                                   PROSPECTUS
                                     , 2005
                                 ---------------

                                    [      ]
                                 [            ]
                               [                ]



===============================================================================


                                       53




<PAGE>


                                             SUBJECT TO COMPLETION APRIL 8, 2005

STATEMENT OF ADDITIONAL INFORMATION
[            ], 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
                                                                          ----

Additional Investment Information and Restrictions.......................
Trustees and Officers....................................................
Investment Advisory and Other Services...................................
Determination of Net Asset Value.........................................
Portfolio Trading........................................................
Taxes....................................................................
Other Information........................................................
Independent Registered Public Accounting Firm............................
Statement of Assets and Liabilities......................................
Notes to Financial Statements............................................
Appendix A: Proxy Voting Policies and Procedures.........................  A-

   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  [  ],  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.

   THE  INFORMATION IN THIS STATEMENT OF ADDITIONAL  INFORMATION IS NOT COMPLETE
AND MAY BE  CHANGED.  THESE  SECURITIES  MAY NOT BE SOLD UNTIL THE  REGISTRATION
STATEMENT FILED WITH THE SECURITIES AND EXCHANGE  COMMISSION IS EFFECTIVE.  THIS
STATEMENT OF ADDITIONAL INFORMATION,  WHICH IS NOT A PROSPECTUS, IS NOT AN OFFER
TO SELL THESE  SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES
IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

<PAGE>

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.  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 U.S. or abroad.  In the course of  pursuing  these
investment  strategies,  the Fund may:  purchase  and sell  exchange-listed  and
over-the-counter  put and call options on  securities,  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.  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 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
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 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 therefor 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.

                                       2
<PAGE>

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).

   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.

   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

                                       3
<PAGE>

   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;

     (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.

                                       4
<PAGE>

                              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")  among the Fund,  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") among the Fund, the Adviser and Rampart.

   [INDEPENDENT  TRUSTEE  INFORMATION IN REQUIRED  TABULAR FORMAT TO BE ADDED BY
AMENDEMENT UPON ELECTION OF FULL BOARD OF TRUSTEES]

<TABLE>
<CAPTION>

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

 TRUSTEES
James B. Hawkes             Trustee and         Since 3/30/05       Chairman, Chief Executive     195              Director of EVC
11/9/41                     Vice President      Three Years         President and Officer of
                                                                    BMR, Eaton Vance, EVC and
                                                                    EV; Director of EV; Vice
                                                                    President and Director of
                                                                    EVD. Trustee and/or
                                                                    officer of 195 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.

Alan R. Dynner              Trustee and         Since 3/30/05       Vice President, Secretary     195                None
10/10/40                    Secretary                               and Chief Legal Officer
                                                                    of BMR, Eaton Vance, EVD,
                                                                    EV and EVC. Officer of
                                                                    195 registered investment
                                                                    companies by Eaton Vance
                                                                    or BMR.



------------
(1) Includes both master and feeder funds in master-feeder structure.
</TABLE>


PRINCIPAL OFFICERS WHO ARE NOT TRUSTEES
<TABLE>
<CAPTION>

                                                      Term of Office
                               Position(s)              and Length
Name and Date of Birth        With the Fund              of Service           Principal Occupations During Past Five Years
--------------------------   ---------------         ----------------      --------------------------------------------------
<S>                          <C>                      <C>                   <C>

Duncan W. Richardson.......  President and Chief      Since 3/30/05         Senior Vice President and Chief Equity
10/26/57                     Executive Officer                              Investment Officer of Eaton Vance and BMR.
                                                                            Officer of 46 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

                                                           5
<PAGE>

                                                                            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 59 registered investment
                                                                            companies managed by Eaton Vance or BMR.

James L. O'Connor..........  Treasurer and            Since 3/30/05         Vice President of BMR, Eaton Vance EVD.
4/1/45                       Principal Financial                            Officer of 117 registered investment
                             and Accounting                                 companies managed by Eaton Vance or BMR.
                             Officer


Paul M. O'Neil.............  Chief                    Since 3/30/05         Vice President of Eaton Vance and BMR.
                             Compliance                                     Officer of 195 registered investment
7/11/53                      Officer                                        companies managed by Eaton Vance or BMR.
</TABLE>


   [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.]

   [The  Governance  Committee of the Board of Trustees of the Fund is comprised
of the  non-interested  Trustees.  [ ] 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 non-interested  Trustees and
the compensation of non-interested Trustees.]

   [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 to the Governance Committee, contains
sufficient background information concerning the candidate and is received in a
sufficiently timely manner.]

   [Messrs.  [  ](Chairman),  [ ]  and [ ] and [ ]  are  members  of  the  Audit
Committee  of the Board of  Trustees  of the Fund.  The  Board of  Trustees  has
designated  Messrs.  [ ], [ ] and [ ], each a non-interested  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
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.  [ ] (Chairman),  [ ], [ ], [ ] and [ ] 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 times,
the Audit Committee and Special Committee have met [ ] times.]

                                       6
<PAGE>

   [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:

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

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

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

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

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

   o Arrangements regarding the distribution of Fund shares;

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

   o 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;

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

   o 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;

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

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

   o 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;

   o 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;

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

   o 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 and  Parametric  at the initial Board meeting
held on [ ], 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's and Rampart's
respective investment strategies and their past experience in implementing these
strategies.]

                                       7
<PAGE>

   [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 respectively to their other clients.]

   [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 Structuring  Fee/Shareholder  Servicing Agreement with [ ], whereby
the Adviser  (and not the Fund) would pay [ ] 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.

<TABLE>
<CAPTION>

                                                                                 AGGREGATE DOLLAR RANGE OF EQUITY
                                                             DOLLAR RANGE OF     SECURITIES OWNED IN ALL REGISTERED
                                                            EQUITY SECURITIES     FUNDS OVERSEEN BY TRUSTEE IN THE
                                                           OWNED IN THE FUND        EATON VANCE FUND COMPLEX
-------------------------------------------------          ------------------   ---------------------------------
<S>                                                        <C>                  <C>
</TABLE>

INTERESTED TRUSTEE

NON-INTERESTED TRUSTEES


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

                                       8
<PAGE>

     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  [MONTH]  [DAY]
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 COMPENSATION
Fund*...............................................
Fund Complex........................................

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

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

(2) Includes $ of deferred compensation.

(3) Includes $ of deferred compensation.

   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

                                       9
<PAGE>

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 [ ]% 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.

   The Advisory  Agreement  with the Adviser  continues in effect for an initial
period of two years until [ ], 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.,  John M.  Nelson,  Vincent M.
O'Reilly,  William  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.

                                       10
<PAGE>

   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  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 981209.  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  $[ ] billion in
assets as of [ ], 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 [ ]% of the average daily gross
assets of the Fund.

   The Sub-Advisory Agreement with Parametric continues until [ ], 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 [ ], 2005 Rampart
had approximately $[ ] 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 [ ]% of the average daily gross assets of the Fund.

   The  Sub-Advisory  Agreement with Rampart  continues until [ ], 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 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.

                                       11
<PAGE>



   [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
February 28, 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.

<TABLE>
<CAPTION>

                                                                                     Number of     Total Assets
                                                                                     Accounts      of Accounts
                                                     Number                          Paying a        Paying a
                                                       of       Total Assets of    Performance     Performance
                                                     Accounts     Accounts*            Fee             Fee
                                                     --------  ------------------  -----------     -----------
<S>                                                  <C>        <C>                    <C>             <C>

Walter A. Row, III
Registered Investment Companies**..................      3      $        1,623         0               $ 0
Other Pooled Investment Vehicles...................      0      $            0         0               $ 0
Other Accounts.....................................      0      $            0         0               $ 0
David Stein
Registered Investment Companies....................      7      $          949         0               $ 0
Other Pooled Investment Vehicles...................      0      $            0         0               $ 0
Other Accounts.....................................  5,268      $        8,650         0               $ 0
Thomas Seto
Registered Investment Companies....................      7      $          949         0               $ 0
Other Pooled Investment Vehicles...................      0      $            0         0               $ 0
Other Accounts.....................................  5,268      $        8,650         0               $ 0
Ronald M. Egalka
Registered Investment Companies....................      2      $1,701,280,407                         $
Other Pooled Investment Vehicles...................      0      $            0                         $
Other Accounts.....................................    307      $1,040,844,649                         $
</TABLE>

------------
* 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 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.]

                                       12
<PAGE>

   [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.]

   [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.]

                                       13
<PAGE>

   [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  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
option is valued at the last sale price as quoted on the  principal  exchange or
board of trade on which such option or contract is traded,  or in the absence of
a sale, at the mean between the last bid and asked prices.  When the Fund writes
a call option it records the 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

                                       14
<PAGE>

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 the mean  between  the bid and asked  prices  provided by
dealers.   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.

                                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,
the value of the brokerage and research services provided, 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 this and other transactions, and
the reasonableness of the spread or commission, if any.

   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.

                                       15
<PAGE>

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 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.

   These Research Services 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.

                                       16
<PAGE>

   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  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.

   Subject to the  requirement  that the Adviser  shall use its best  efforts to
seek and  execute  Fund  security  transactions  at  advantageous  prices and at
reasonably competitive spreads or commission rates, the Adviser is authorized to
consider as a factor in the selection of any  broker-dealer  firm with whom fund
orders may be placed the fact that such firm has sold or is selling  Fund shares
or  shares  of  other  investment  companies  sponsored  by the  Adviser  or its
affiliates.  This  policy is not  inconsistent  with a rule of the  NASD,  which
provides  that no firm which is a member of the NASD shall favor or disfavor the
distribution  of  shares  of any  particular  investment  company  or  group  of
investment companies on the basis of brokerage  commissions received or expected
by such firm from any source.

   The Fund and the Adviser may also receive Research Services from underwriters
and dealers in fixed-price  offerings;  such Research  Services are reviewed and
evaluated by the Adviser in connection with its investment responsibilities. The
investment  companies  sponsored by the Adviser or its  affiliates  may allocate
trades in such  offerings 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, to such companies. 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

   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 ("RIC") under the Internal  Revenue Code of 1986, as amended
(the "Code").

   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

                                       17
<PAGE>

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 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 (as that term is defined in the Code,  but without  regard
to the  deductions  for dividends  paid)  generally  will not be subject to U.S.
federal income tax on its investment company taxable income 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.

   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.

   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 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.  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.

   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.

                                       18
<PAGE>

   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 cash,
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 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 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.

   In the case of Fund  transactions  involving  S&P 500 call  options (or other
listed options on broad-based  securities indices),  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 such position which it holds on

                                       19
<PAGE>

October 31 or at the close of each taxable year. 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 S&P 500 under  applicable  guidance  established  by the IRS.
Under  certain   circumstances,   however,  the  Fund  may  enter  into  options
transaction  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 are
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.

   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,  these
rules may also  terminate  the running 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.

   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

                                       20
<PAGE>

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 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  (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,  (viii)  adversely  alter the  characterization  of  certain
complex financial transactions, and (ix) 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 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
2004. 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

                                       21
<PAGE>

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.  shareholder  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.

                                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.

                                       22
<PAGE>

                  INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

   [ ], [ ], [ ] are 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.

                                       23
<PAGE>



Independent Registered Public Accounting Firm

              INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM REPORT

                           [TO BE ADDED BY AMENDMENT]

                                       24
<PAGE>





                EATON VANCE TAX-MANAGED GLOBAL BUY-WRITE OPPORTUNITIES FUND

                       STATEMENT OF ASSETS AND LIABILITIES
                                 As of [ ], 2005

                                              ASSETS
 Cash.................................................................... $
 Offering costs..........................................................
 Receivable from Adviser................................................. ______
 Total assets............................................................ $
                                                                          ======
                                   LIABILITIES
 Accrued offering costs.................................................. $
 Accrued organizational costs............................................
 Total liabilities....................................................... $
                                                                          ======
Net assets applicable to common shares of beneficial
 interest issued and outstanding......................................... $
                                                                          ======
Net asset value and offering price per share............................. $
                                                                          ======
                             STATEMENT OF OPERATIONS
                Period from [ ], 2005 (date of organization) through [
                                     ], 2005

INVESTMENT INCOME........................................................ $  --
                                                                          ______
EXPENSES
 Organization costs...................................................... $
 Expense reimbursement................................................... $(   )
                                                                          ______
  Net expenses........................................................... $  --
                                                                          ______
Net investment income.................................................... $  --
                                                                          ======

                       See notes to financial statements.

                                       25
<PAGE>
                          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 [ ] 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 $[ ].

   [Eaton  Vance  Management,  or an  affiliate,  has agreed to pay all offering
costs (other than sales loads) that exceed $0.04 per common  share.  Based on an
offering  size of $[ ] the Fund has  estimated  the cost of the  offering  to be
approximately  $[ ] all of which would be paid by the Fund. Any amount in excess
of $[ ] would be paid by Eaton Vance Management.]

   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.  Under normal
market  conditions,  the Fund's investment program will consist primarily of (1)
owning a diversified  portfolio of common stocks of domestic and foreign issuers
distinct  segments  of which  seek to exceed  the total  return  performance  of
certain broad-based equity indices (each such index is referred to as an "Index"
and each such portfolio  segment as a "Portfolio  Segment") and (2) selling on a
continuous  basis  Index call  options on  substantially  the full value of each
Segment.

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 the
use of management estimates. Actual results may differ from those estimates.

   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 [ ]
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 [ ]% 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  among  the  Fund,  the  Adviser  and
Parametric   Portfolio   Associates  LLC,  the  Adviser  has  agreed  to  pay  a
sub-advisory  fee, in an annual  amount equal to [ ]% of the average daily gross
assets of the Fund.

   Pursuant to a sub-advisory  agreement among the Fund, the Adviser and Rampart
Investment   Management  Company,   Inc.,  the  Adviser  has  agreed  to  pay  a
sub-advisory  fee, in an annual  amount equal to [ ]% 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.

                                       26
<PAGE>

                                   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 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
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, the Adviser,  to the extent it is aware or reasonably should have been
aware of the conflict, will refrain from voting any proxies related to companies
giving rise to such conflict until it notifies and consults with the appropriate
Board(s) concerning the conflict.

   Once the Adviser notifies the relevant Board(s) of the conflict, the Board(s)
shall convene a meeting of the Boards' Fund Special  Committee (the "Committee")

                                       27
<PAGE>

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 Committee and make reasonably available  appropriate  personnel
to discuss the matter  with the  Committee  upon the  Committee's  request.  The
Committee will instruct the Adviser on the appropriate  course of action. If the
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
conflict to the Committee at its next meeting.

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 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).

  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

                                       28
<PAGE>

that:  guidelines  rather than hard and fast  rules,  simply  because  corporate
governance issues are so varied.

  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,

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

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

   o 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.

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

   o 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.

   o 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.

   o The Advisers  will  generally  vote against  plans if annual  option 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.

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

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

                                       29
<PAGE>

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

     o Automatic share replenishment ("evergreen") feature.

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

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

     o Using restricted stock grants instead of options.

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

   o 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 oppose  anti-takeover  measures and other
proposals  designed  to limit the  ability of  shareholders  to act on  possible
transactions. In general,

   o Because a classified board structure prevents  shareholders from electing a
     full slate of directors annually,  the Advisers will typically vote against
     proposals  to create  classified  boards  and vote in favor of  shareholder
     proposals to declassify a board.

   o The Advisers  will vote for proposals to subject  shareholder  rights plans
     ("poison pills") to a shareholder vote.

   o The Advisers  will vote for  shareholder  proposals  that seek to eliminate
     supermajority voting requirements and oppose proposals seeking to implement
     supermajority voting requirements.

   o The Advisers will generally vote against  proposals to authorize  preferred
     stock whose voting, conversion, dividend and other rights are determined at
     the  discretion  of the board of directors  when the stock is issued,  when
     used as an  anti-takeover  device.  However,  such "blank check"  preferred
     stock may be issued for legitimate financing needs and the Adviser may vote
     for  proposals  to  issue  such  preferred  stock  when  it  believes  such
     circumstances exist.

   o The  Advisers  will vote for  proposals  to lower  barriers to  shareholder
     action (for  example,  limiting  rights to call special  meetings or act by
     written consent).

   o The Advisers will vote against proposals for a separate class of stock with
     disparate voting rights.

   o The  Advisers  will  consider  on a  case-by-case  basis on board  approved
     proposals  regarding changes to a company's  capitalization;  however,  the
     Advisers will generally vote in favor of proposals authorizing the issuance
     of additional  common stock (except in the case of a merger,  restructuring
     or  another  significant  corporate  event  which  will  be  handled  on  a
     case-by-case  basis),  provided  that such  issuance  does not exceed three
     times the number of currently outstanding shares.

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

                                       30
<PAGE>

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

  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:

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

   o 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);

   o A record of each vote cast;

   o 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

   o 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.

  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:

   o 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 the 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.

                                       31
<PAGE>

   o 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.

   o 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  and the Chief  Equity  Investment
     Officer.

   The  Chief  Legal  Officer  and Chief  Equity  Investment  Officer  will then
determine if a conflict of interest exists between the relevant  Adviser and its
client.  If they determine that a conflict exists,  they or their designees will
take the following  steps to seek to resolve such  conflict  prior to voting any
proxies relating to these Conflicted Companies.

   o For clients other than a Fund, 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"),
     she will (i) inform the Chief  Legal  Officer and Chief  Equity  Investment
     Officer (or their  designees) of that fact, (ii) vote the proxies and (iii)
     record the existence of the conflict and the resolution of the matter.

   o If (i) the  client  involved  is a Fund,  or (ii) 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:

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

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

   o 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 conflict and the resolution of the matter.

                                       32
<PAGE>



           Eaton Vance Tax-Managed Global Buy-Write Opportunities Fund

                       Statement of Additional Information
                                    [ ], 2005

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

                      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
                                 (800) 331-1710

                  Independent Registered Public Accounting Firm
                                       [ ]


                                       33
<PAGE>



                                     PART C

                                OTHER INFORMATION

ITEM 25. FINANCIAL STATEMENTS AND EXHIBITS

(1)     FINANCIAL STATEMENTS:

        Included in Part A:
        Not applicable.

        Included in Part B:
        Independent Auditor's Report*
        Statement of Assets and Liabilities*
        Notes to Financial Statement*

----------------------------
*To be added by amendment.

(2)     EXHIBITS:

        (a)  Agreement and Declaration of Trust dated March 30, 2005 filed
             herewith.

        (b)  By-Laws filed herewith.

        (c)  Not applicable.

        (d)  Form of Specimen Certificate for Common Shares of Beneficial
             Interest to be filed by amendment.

        (e)  Form of Dividend Reinvestment Plan to be filed by amendment.

        (f)  Not applicable.

        (g)  (1) Form of Investment Advisory Agreement dated ________, 2005, to
                 be filed by amendment.

             (2) Form of Sub-Advisory Agreement with Rampart Investment Company,
                 Inc. dated ____________, 2005, to be filed by amendment.

             (3) Form of Sub-Advisory Agreement with Parametric Portfolio
                 Associates LLC dated ___________, 2005, to be filed by
                 amendment.

        (h)  (1) Form of Underwriting Agreement to be filed by amendment.

             (2) Form of Master Agreement Among Underwriters to be filed by
                 amendment.

             (3) Form of Master Selected Dealers Agreement to be filed by
                 amendment.

        (i)  The Securities and Exchange Commission has granted the Registrant
             an exemptive order that permits the Registrant to enter into
             deferred compensation arrangements with its independent Trustees.
             See in the matter of Capital Exchange Fund, Inc., Release No. IC-
             20671 (November 1, 1994).

        (j)  (1) Master Custodian  Agreement with Investors Bank & Trust Company
             dated ______________, 2005 to be filed by amendment.

             (2) Extension Agreement dated August 31, 2000 to Master Custodian
                 Agreement with Investors Bank & Trust Company filed as Exhibit
                 (g)(4) to Post-Effective Amendment No. 85 of Eaton Vance
                 Municipals Trust (File Nos. 33-572, 811-4409) filed with the
                 Commission on January 23, 2001 (Accession No.
                 0000940394-01-500027) and incorporated herein by reference.

             (3) Delegation Agreement dated December 11, 2000, with Investors
                 Bank & Trust Company filed as Exhibit (j)(e) to the Eaton Vance
                 Prime Rate Reserves N-2, Amendment No. 5 (File Nos. 333-32267,
                 811-05808) filed April 3, 2002 (Accession No.
                 0000940394-01-500126) and incorporated herein by reference.

        (k)  (1) Supplement to the Transfer Agency and Services Agreement dated
                 ___________, 2005 to be filed by amendment.

             (2) Transfer Agency and Services Agreement as amended and restated
                 on June 16, 2003, filed as Exhibit (k)(2) to the Registration
                 Statement of Eaton Vance Tax-Advantaged Dividend Income Fund
                 (File Nos. 333- 107050 and 811-21400) filed July 15, 2003
                 (Accession No. 0000898432- 03- 000638) and incorporated herein
                 by reference.

             (3) Form of Administration Agreement dated _______________, 2005 to
                 be filed by amendment.

        (l)  Opinion and Consent of Kirkpatrick & Lockhart Nicholson Graham LLP
             as to Registrant's Common Shares to be filed by amendment.

        (m)  Not applicable.

        (n)  Consent of Independent Registered Public Accounting Firm to be
             filed by amendment.

        (o)  Not applicable.

        (p)  Letter Agreement with Eaton Vance Management to be filed by
             amendment.

        (q)  Not applicable.

        (r)  (1) Code of Ethics adopted by Eaton Vance Corp., Eaton Vance
             Management Boston Management and Research, Eaton Vance
             Distributors, Inc. and the Eaton Vance Funds effective September 1,
             2000, as revised February 1, 2005 filed as Exhibit (r)(1) to the
             Registration Statement on Form N-2 of Eaton Vance Global Enhanced
             Equity Income Fund (File Nos. 33-122540, 811-21711) filed February
             4, 2005 (Accession No. 0000898432-05- 000098) and incorporated
             herein by reference.

<PAGE>

             (2) Code of Ethics for Rampart Investment Management Company, Inc.
                 effective September 1, 2004, filed as Exhibit (r)(2) to
                 Pre-Effective Amendment No. 1 of Eaton Vance Enhanced Equity
                 Income Fund (File Nos. 333-118180, 811-21614) filed September
                 24, 2004 (Accession No. 0000950135-04-004565) and incorporated
                 herein by reference.

             (3) Code of Ethics for Parametric Portfolio Associates LLC
                 effective January 1, 2005, filed as Exhibit (r)(3) to
                 Pre-Effective Amendment No. 1 of Eaton Vance Tax-Managed
                 Buy-Write Income Fund (File Nos. 333-120666, 811-21676) filed
                 March 23, 2005 (Accession No. 0000950135-05- 001628) and
                 incorporated herein by reference.

        (s)  Power of Attorney dated ____________, 2005 to be filed by
             amendment.

ITEM 26. MARKETING ARRANGEMENTS

     See Form of Underwriting Agreement to be filed by amendment.

ITEM 27. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

     The approximate expenses in connection with the offering are as follows:

Registration and Filing Fees                                    $_______________
National Association of Securities Dealers, Inc. Fees
New York Stock Exchange Fees
Costs of Printing and Engraving
Accounting Fees and Expenses
Legal Fees and Expenses
                                                                 ===============
Total                                                           $_______________

ITEM 28. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL

     None.

ITEM 29. NUMBER OF HOLDERS OF SECURITIES

     Set forth below is the number of record  holders as of March 30,  2005,  of
each class of securities of the Registrant:

<PAGE>

Title of Class                                          Number of Record Holders
--------------                                          ------------------------
Common Shares of Beneficial                                          0
interest, par value $0.01 per share

ITEM 30. INDEMNIFICATION

     The Registrant's By-Laws filed herewith contain, and the form of
Underwriting Agreement to be filed by amendment is expected to contain,
provisions limiting the liability, and providing for indemnification, of the
Trustees and officers under certain circumstances.

     Registrant's Trustees and officers are insured under a standard investment
company errors and omissions insurance policy covering loss incurred by reason
of negligent errors and omissions committed in their official capacities as
such. Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the "Securities Act"), may be permitted to directors,
officers and controlling persons of the Registrant pursuant to the provisions
described in this Item 30, or otherwise, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is therefore
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

ITEM 31. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER

     Reference is made to: (i) the information set forth under the caption
Investment advisory and other services" in the Statement of Additional
Information; (ii) the Eaton Vance Corp. 10-K filed under the Securities Exchange
Act of 1934 (File No. 001-8100); and (iii) the Form ADV of Eaton Vance
Management (File No. 801-15930) filed with the Commission, all of which are
incorporated herein by reference.

ITEM 32. LOCATION OF ACCOUNTS AND RECORDS

     All applicable accounts, books and documents required to be maintained by
the Registrant by Section 31(a) of the Investment Company Act of 1940 and the
Rules promulgated thereunder are in the possession and custody of the
Registrant's custodian, Investors Bank & Trust Company, 200 Clarendon Street,
16th Floor, Boston, MA 02116, and its transfer agent, PFPC Inc., 4400 Computer
Drive, Westborough, MA 01581-5120, with the exception of certain corporate
documents and portfolio trading documents which are in the possession and
custody of Eaton Vance Management, The Eaton Vance Building, 255 State Street,
Boston, MA 02109. Registrant is informed that all applicable accounts, books and
documents required to be maintained by registered investment advisers are in the
custody and possession of Eaton Vance Management.

<PAGE>

ITEM 33. MANAGEMENT SERVICES

         Not applicable.

ITEM 34. UNDERTAKINGS

     1. The Registrant undertakes to suspend offering of Common Shares until the
prospectus is amended if (1) subsequent to the effective date of this
Registration Statement, the net asset value declines more than 10 percent from
its net asset value as of the effective date of this Registration Statement or
(2) the net asset value increases to an amount greater than its net proceeds as
stated in the prospectus.

     2. Not applicable.

     3. Not applicable.

     4. Not applicable.

     5. The Registrant undertakes that:

        a. for the purpose of determining any liability under the Securities
Act, the information omitted from the form of prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in the form of
prospectus filed by the Registrant pursuant to 497(h) under the Securities Act
shall be deemed to be part of the Registration Statement as of the time it was
declared effective; and

        b. for the purpose of determining any liability under the Securities
Act, each post- effective amendment that contains a form of prospectus shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

     6. The Registrant undertakes to send by first class mail or other means
designed to ensure equally prompt delivery, within two business days of receipt
of an oral or written request, its Statement of Additional Information.

<PAGE>

                                     NOTICE

     A copy of the Agreement and Declaration of Trust of Eaton Vance Tax-Managed
Global Buy-Write Opportunities Fund is on file with the Secretary of State of
the Commonwealth of Massachusetts and notice is hereby given that this
instrument is executed on behalf of the Registrant by an officer of the
Registrant as an officer and not individually and that the obligations of or
arising out of this instrument are not binding upon any of the Trustees,
officers or shareholders individually, but are binding only upon the assets and
property of the Registrant.

<PAGE>


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended and
the Investment Company Act of 1940, as amended the Registrant has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of Boston and the Commonwealth of
Massachusetts, on the 8th day of April 2005.



                                 EATON VANCE TAX-MANAGED GLOBAL
                                    BUY-WRITE OPPORTUNITIES FUND

                                 By:  /s/ Duncan W. Richardson
                                      ------------------------
                                      Duncan W. Richardson
                                      President and Principal Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, as amended this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.


Signature                      Title                               Date
--------------------------     ---------------------------------   -------------

/s/ Duncan W. Richardson       President and Principal             April 8, 2005
------------------------       Executive Officer
Duncan W. Richardson

/s/ James L. O'Connor          Treasurer and Principal Financial   April 8, 2005
---------------------          and Accounting Officer
James L. O'Connor

/s/ Alan R. Dynner             Trustee                             April 8, 2005
------------------
Alan R. Dynner

/s/ James B. Hawkes            Trustee                             April 8, 2005
-------------------
James B. Hawkes




<PAGE>


                                INDEX TO EXHIBITS

(a) Agreement and Declaration of Trust dated March 30, 2005

(b) By-Laws


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2A
<SEQUENCE>2
<FILENAME>tmgbwofdot.txt
<TEXT>
           EATON VANCE TAX-MANAGED GLOBAL BUY-WRITE OPPORTUNITIES FUND

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


                       AGREEMENT AND DECLARATION OF TRUST


                              Dated March 30, 2005




<PAGE>
                                TABLE OF CONTENTS



ARTICLE I - NAME AND DEFINITIONS............................................  1

         Section 1.1.    Name...............................................  1
         Section 1.2.    Definitions........................................  1

ARTICLE II - TRUSTEES.......................................................  3

         Section 2.1.    Management of the Trust............................  3
         Section 2.2     Number of Trustees.................................  3
         Section 2.3     Terms of Office of Trustee.........................  3
         Section 2.4     Resignation and Appointment of Trustees............  3
         Section 2.5     Vacancies..........................................  4
         Section 2.6     Delegation of Power to Other Trustees..............  4
         Section 2.7     Removal of Trustees................................  4
         Section 2.8.    General Powers.....................................  4
         Section 2.9.    Investments........................................  5
         Section 2.10.   Legal Title........................................  6
         Section 2.11.   By-Laws............................................  7
         Section 2.12.   Distribution and Repurchase of Shares..............  7
         Section 2.13.   Delegation.........................................  7
         Section 2.14.   Collection and Payment.............................  7
         Section 2.15.   Expenses...........................................  7
         Section 2.16.   Committees.........................................  7
         Section 2.17.   Miscellaneous Powers...............................  8
         Section 2.18.   Litigation.........................................  8

ARTICLE III - CONTRACTS.....................................................  8

         Section 3.1.    Principal Underwriter..............................  8
         Section 3.2.    Investment Adviser.................................  9
         Section 3.3.    Administrator......................................  9
         Section 3.4.    Other Service Providers............................  9
         Section 3.5.    Transfer Agents....................................  9
         Section 3.6.    Custodian..........................................  9
         Section 3.7.    Affiliations.......................................  9

ARTICLE IV - LIMITATIONS OF LIABILITY OF SHAREHOLDERS, TRUSTEES
             AND OTHERS..................................................... 10

         Section 4.1.    No Personal Liability of Shareholders, Trustees,
                         Officers and Employees............................. 10
         Section 4.2.    Trustee's Good Faith Action; Advice to Others;
                         No Bond or Surety.................................. 10
         Section 4.3.    Indemnification.................................... 10
         Section 4.4.    No Duty of Investigation........................... 11
         Section 4.5.    Reliance on Records and Experts.................... 11

                                       i

<PAGE>
ARTICLE V - SHARES OF BENEFICIAL INTEREST................................... 11

         Section 5.1.    Shares of Beneficial Interest...................... 11
         Section 5.2.    Voting Powers...................................... 11
         Section 5.3.    Rights of Shareholders............................. 12
         Section 5.4.    Trust Only......................................... 12
         Section 5.5.    Issuance of Shares................................. 12

ARTICLE VI - REDEMPTIONS AND REPURCHASES.................................... 13

         Section 6.1.    Redemptions and Repurchases of Shares.............. 13
         Section 6.2.    Manner of Payment.................................. 13
         Section 6.3.    Involuntary Redemption............................. 13

ARTICLE VII - DETERMINATION OF NET ASSET VALUE, NET INCOME AND
              DISTRIBUTIONS................................................. 14

         Section 7.1.    Net Asset Value.................................... 14
         Section 7.2.    Dividends and Distributions........................ 14
         Section 7.3.    Power to Modify Foregoing Procedures............... 15

ARTICLE VIII - DURATION; TERMINATION OF TRUST OR A CLASS OR SERIES;
               MERGERS; AMENDMENTS.......................................... 15

         Section 8.1.    Duration........................................... 15
         Section 8.2.    Merger or Termination of the Trust or a Series
                         or a Class......................................... 15
         Section 8.3.    Amendments......................................... 15
         Section 8.4.    Certain Transactions............................... 16
         Section 8.5.    Conversion......................................... 18

ARTICLE IX - MISCELLANEOUS.................................................. 18

         Section 9.1.    Use of the Words "Eaton Vance"..................... 18
         Section 9.2.    Notices............................................ 18
         Section 9.3.    Filing of Copies, References, Headings and
                         Counterparts....................................... 18
         Section 9.4.    Applicable Law..................................... 19
         Section 9.5.    Provisions in Conflict with Law or Regulations..... 19

                                       ii

<PAGE>
AGREEMENT  AND  DECLARATION  OF  TRUST,  made  March  30,  2005 by the  Trustees
hereunder  and by the holders of beneficial  interest to be issued  hereunder as
hereinafter provided and

                                   WITNESSETH:

     WHEREAS,  the  Trust  has  been  formed  to  carry  on the  business  of an
investment company; and

     WHEREAS,  the Trustees have agreed to manage all property coming into their
hands as trustees of a Massachusetts  voluntary  association  with  transferable
shares in accordance with the provisions hereinafter set forth;

     NOW,   THEREFORE,   the  Trustees  declare  that  all  money  and  property
contributed to the trust  established  hereunder shall be held and managed under
this  Agreement and  Declaration  of Trust for the benefit of the holders,  from
time to time,  of the shares of beneficial  interest to be issued  hereunder and
subject to the provisions set forth below.

                                    ARTICLE I

                              NAME AND DEFINITIONS
                              --------------------

     SECTION  1.1.  NAME.  The name of the trust  created  hereby is Eaton Vance
Tax-Managed Global Buy-Write Opportunities Fund.

     SECTION 1.2.  DEFINITIONS.  Wherever  they are used herein,  the  following
terms have the following respective meanings:

     (a)  "Administrator"  means the party,  other than the Trust, to a contract
described in Section 3.3 hereof.

     (b) "By-Laws" means the By-Laws referred to in Section 2.11 hereof, as from
time to time amended.

     (c) "Class"  means any class of Shares  designated  by the Trustees as such
following  any  division  of  Shares of the Trust  into two or more  Classes  as
provided in Section 5.1 hereof.

     (d) The term "Commission" has the meaning given the term in the 1940 Act.

     (e)  "Custodian"  means any Person  other than the Trust who has custody of
any Trust  Property as required by Section  17(f) of the 1940 Act,  but does not
include a system  for the  central  handling  of  securities  described  in said
Section 17(f).

     (f)  "Declaration"  means this Declaration of Trust as amended from time to
time.

     (g) "His" shall include the feminine and neuter,  as well as the masculine,
genders.

     (h) The term "Interested  Person" has the meaning specified in the 1940 Act
subject,  however,  to such  exceptions  and exemptions as may be granted by the
Commission in any rule, regulation or order.

     (i)  "Investment  Adviser"  means the party,  other  than the Trust,  to an
agreement described in Section 3.2 hereof.

<PAGE>
     (j) The "1940 Act" means the  Investment  Company Act of 1940 and the Rules
and Regulations thereunder, as amended from time to time.

     (k) "Outstanding  Shares" means those Shares shown from time to time on the
books of the Trust or its Transfer Agent as then issued and outstanding.

     (l)  "Person"  means  and  includes  individuals,   corporations,   limited
liability companies,  partnerships,  trusts, associations, firms, joint ventures
and other  entities,  whether  or not legal  entities,  as well as  governments,
instrumentalities,   and  agencies  and  political   subdivisions  thereof,  and
quasi-governmental agencies and instrumentalities.

     (m)  "Principal  Underwriter"  means a party,  other than the  Trust,  to a
contract described in Section 3.1 hereof.

     (n)   "Prospectus"   means  the  Prospectus  and  Statement  of  Additional
Information,  if any, included in the Registration  Statement of the Trust under
the  Securities  Act of 1933 as such  Prospectus  and  Statement  of  Additional
Information,  if  any,  may be  amended  or  supplemented  and  filed  with  the
Commission from time to time.

     (o) "Registration  Statement" means the Registration Statement of the Trust
under the Securities Act of 1933 as such  Registration  Statement may be amended
and filed with the Commission from time to time.

     (p) "Series" means any series of Shares  designated by the Trustees as such
following  the  division  of  Shares  of any  Class  into two or more  Series as
provided in Section 5.1 hereof.

     (q) "Shareholder" means a record owner of Outstanding Shares.

     (r) "Shares" means the equal  proportionate  transferable units of interest
into which the  beneficial  interest in the Trust shall be divided  from time to
time,  or, if more than one Class or Series is authorized  by the Trustees,  the
equal proportionate  transferable units into which each Class or Series shall be
divided from time to time.

     (s)  "Transfer  Agent" means any Person other than the Trust who  maintains
the  Shareholder  records of the Trust,  such as the list of  Shareholders,  the
number of Shares credited to each account, and the like.

     (t) "Trust" means the Trust named in Section 1.1.

     (u) The "Trustees" means the persons who have signed this  Declaration,  so
long as they shall continue in office in accordance  with the terms hereof,  and
all  other  persons  who now  serve  or may from  time to time be duly  elected,
qualified and serving as Trustees in accordance  with the  provisions of Article
II hereof and the By-Laws of the Trust, and reference herein to a Trustee or the
Trustees  shall  refer  to such  person  or  persons  in his  capacity  or their
capacities as trustees hereunder.

     (v) "Trust Property" means any and all property, real or personal, tangible
or intangible,  which is owned or held by or for the account of the Trust or the
Trustees,  including  any and all assets of or allocated to any Class or Series,
as the context may require.

     (w)  Except  as such  term may be  otherwise  defined  by the  Trustees  in
connection  with any meeting or other action of  Shareholders  or in conjunction
with the  establishment  of any Class or Series,  the term  "vote"  when used in
connection  with an  action of  Shareholders  shall  include  a vote  taken at a
meeting of Shareholders or the consent or consents of Shareholders taken without
such a meeting.

                                       2
<PAGE>
                                   ARTICLE II

                                    TRUSTEES
                                    --------

     SECTION 2.1. MANAGEMENT OF THE TRUST. The business and affairs of the Trust
shall be managed by the  Trustees  and they shall have all powers and  authority
necessary, appropriate or desirable to perform that function.

     SECTION  2.2.  NUMBER OF  TRUSTEES.  The number of  Trustees  shall be such
number as shall be fixed from time to time by a written  instrument  signed by a
majority of the Trustees,  provided,  however, that the number of Trustees shall
in no event be less than two (2) nor more than fifteen (15). No reduction in the
number of  Trustees  shall have the effect of removing  any Trustee  from office
prior to the expiration of his term unless the Trustee is  specifically  removed
pursuant  to  Section  2.3 or  Section  2.7 of this  Article  II at the  time of
decrease.

     SECTION  2.3.  TERM OF OFFICE OF TRUSTEES.  The Board of Trustees  shall be
divided into three classes. Within the limits above specified, the number of the
Trustees  in each class and the class which each  Trustee is  assigned  shall be
determined  by  resolution  of the Board of Trustees.  The term of office of the
first class shall expire on the date of the first annual meeting of Shareholders
or  special  meeting  in  lieu  thereof  following  the  effective  date  of the
Registration  Statement.  The term of office of the second class shall expire on
the date of the second annual meeting of Shareholders or special meeting in lieu
thereof following the effective date of the Registration Statement.  The term of
office of the third class shall expire on the date of the third  annual  meeting
of Shareholders or special meeting in lieu thereof  following the effective date
of the  Registration  Statement.  Upon  expiration of the term of office of each
class as set forth above, the number of Trustees in such class, as determined by
the Board of Trustees,  shall be elected for a term  expiring on the date of the
third  annual  meeting  of  Shareholders  or  special  meeting  in lieu  thereof
following such  expiration to succeed the Trustees whose terms of office expire.
The  Trustees  shall be elected  at an annual  meeting  of the  Shareholders  or
special  meeting in lieu thereof called for that purpose,  except as provided in
Section 2.3 of this Article and each Trustee elected shall hold office until his
successor shall have been elected and shall have qualified;  except (a) that any
Trustee may resign his trust  (without need for prior or subsequent  accounting)
by an instrument in writing  signed by him and delivered to the other  Trustees,
which  shall  take  effect  upon such  delivery  or upon such  later  date as is
specified  therein;  (b) that any Trustee may be removed (provided the aggregate
number of Trustees after such removal shall not be less than the number required
by Section 2.2 hereof) for cause, at any time by written  instrument,  signed by
the  remaining  Trustees,  specifying  the date when such  removal  shall become
effective; and (c) that any Trustee who requests in writing to be retired or who
has  become  incapacitated  by  illness  or injury  may be  retired  by  written
instrument signed by a majority of the other Trustees,  and he shall execute and
deliver such  documents as the remaining  Trustees shall require for the purpose
of conveying to the Fund or the remaining Trustees any Fund property held in the
name of the resigning or removed  Trustee.  Upon the  incapacity or death of any
Trustee,  his legal  representative shall execute and deliver on his behalf such
document as the  remaining  Trustees  shall require as provided in the preceding
sentence.

     SECTION  2.4.  RESIGNATION  AND  APPOINTMENT  OF  TRUSTEES.  In case of the
declination, death, resignation,  retirement, removal or inability of any of the
Trustees,  or in case a vacancy shall,  by reason of any increase in number,  or
for any other  reason,  exist,  the  remaining  Trustees or, prior to the public
offering of Shares of the Fund, if only one Trustee shall then remain in office,
the remaining  Trustee,  shall fill such vacancy by appointing such other person
as they, or anyone of them, in their discretion, shall see fit. Such appointment
shall be evidenced by a written instrument signed by a majority of the remaining
Trustees or by the remaining  Trustee,  as the case may be. Any such appointment
shall not  become  effective,  however,  until the person  named in the  written

                                       3

<PAGE>
instrument or appointment  shall have accepted in writing such  appointment  and
agreed in writing  to be bound by the terms of the  Declaration.  Within  twelve
months of such appointment,  the Trustees shall cause notice of such appointment
to be mailed to each  Shareholder at his address as recorded on the books of the
Fund. An appointment of a Trustee may be made by the Trustees then in office and
notice thereof mailed to  Shareholders as aforesaid in anticipation of a vacancy
to occur by reason of retirement,  resignation or increase in number of Trustees
effective at a later date, provided that said appointment shall become effective
only at or after the effective date of said retirement,  resignation or increase
in number of Trustees.  The power of appointment is subject to the provisions of
Section 16(a) of the 1940 Act.

     SECTION 2.5. VACANCIES. The death,  declination,  resignation,  retirement,
removal or incapacity of the Trustees,  or any one of them, shall not operate to
annul the Fund or to remove any existing agency created pursuant to the terms of
this  Declaration.  Whenever a vacancy in the number of  Trustees  shall  occur,
until such vacancy is filled as provided in Section 2.3, the Trustees in office,
regardless of their number,  shall have all the duties imposed upon the Trustees
by the  Declaration  and only such Trustees shall be counted for the purposes of
establishing  the existence of a quorum or performing  such duties or exercising
such  powers  of the  Trustees  as  described  in this  Declaration.  A  written
instrument  certifying the existence of such vacancy signed by a majority of the
Trustees shall be conclusive evidence of the existence of such vacancy.

     SECTION  2.6.  DELEGATION  OF  POWER  TO  OTHER  TRUSTEES.  Subject  to the
provisions of the 1940 Act, any Trustee may, by power of attorney,  delegate his
power for a period  not  exceeding  six (6)  months at any one time to any other
Trustee or Trustees;  provided  that in no case shall less than two (2) Trustees
personally  exercise the powers  granted to the Trustees  under the  Declaration
except as herein otherwise expressly provided.

     SECTION 2.7. REMOVAL OF TRUSTEES BY THE SHAREHOLDERS. The Fund shall comply
with the provisions of Section 16(c) of the 1940 Act as though applicable to the
Fund, and with  interpretations  hereof by the Commission staff, insofar as such
provisions and interpretations provide for the removal of trustees of common-law
trusts and the  calling of  Shareholder  meetings  for such  purpose;  provided,
however,  that  the  Fund  may at any  time or from  time to time  apply  to the
Commission for one or more  exemptions from all or part of said Section 16(c) or
a staff  interpretation  thereof and, if exemptive order(s) or interpretation(s)
are  issued or  provided  by the  Commission  or its  staff,  such  order(s)  or
interpretation(s)  shall be deemed  part of  Section  16(c) for the  purpose  of
applying this Section 2.7.

     SECTION 2.8.  GENERAL  POWERS.  The Trustees in all instances  shall act as
principals  for and on behalf of the Trust and their  acts shall bind the Trust.
The  business and affairs of the Trust shall be managed by the Trustees and they
shall  have  full  power  and  authority  to do any and all acts and to make and
execute any and all contracts and instruments that they may consider  necessary,
appropriate  or desirable in connection  with the  management of the Trust.  The
Trustees  shall not be bound or limited  in any way by  present or future  laws,
practices  or customs  in regard to trust  investments  or to other  investments
which may be made by  fiduciaries,  but shall have full  authority  and power to
make any and all investments which they, in their uncontrolled discretion, shall
deem proper to promote,  implement  or  accomplish  the various  objectives  and
interests of the Trust and of its Classes and Series.  The  Trustees  shall have
full power and authority to adopt such  accounting and tax accounting  practices
as they  consider  appropriate  for the Trust and for any Class or  Series.  The
Trustees shall have  exclusive and absolute  control over the Trust Property and
over the  business of the Trust to the same extent as if the  Trustees  were the
sole owners of the Trust Property and business in their own right, and with such
full powers of delegation  as the Trustees may exercise  from time to time.  The
Trustees  shall have power to conduct the business of the Trust and carry on its
operations  in any and all of its branches and maintain  offices both within and
without The Commonwealth of  Massachusetts,  in any and all states of the United
States  of  America,   in  the  District  of  Columbia,   and  in  any  and  all
commonwealths,  territories,  dependencies, colonies, possessions, agencies, and
instrumentalities  of the United  States of America and of foreign  governments,
and to do all such other things as they deem necessary, appropriate or desirable
in order to promote or implement  the  interests of the Trust or of any Class or
Series  although  such  things  are  not  herein  specifically  mentioned.   Any
determination  as to what is in the  interests  of the  Trust or of any Class or
Series made by the Trustees in good faith shall be  conclusive  and binding upon

                                       4

<PAGE>
all  Shareholders.  In  construing  the  provisions  of  this  Declaration,  the
presumption  shall be in favor of a grant of plenary  power and authority to the
Trustees.

     The  enumeration  of any specific  power in this  Declaration  shall not be
construed as limiting the aforesaid general and plenary powers.

     SECTION 2.9. INVESTMENTS. The Trustees shall have full power and authority:

     (a) To operate as and carry on the business of an investment  company,  and
exercise  all the  powers  necessary  and  appropriate  to the  conduct  of such
operations.

     (b) To  acquire  or buy,  and  invest  Trust  Property  in,  own,  hold for
investment  or  otherwise,  and to sell or  otherwise  dispose of, all types and
kinds of securities and investments of any kind  including,  but not limited to,
stocks,  profit-sharing  interests or participations and all other contracts for
or  evidences of equity  interests,  bonds,  debentures,  warrants and rights to
purchase  securities,   and  interests  in  loans,  certificates  of  beneficial
interest, bills, notes and all other contracts for or evidences of indebtedness,
money market instruments including bank certificates of deposit,  finance paper,
commercial  paper,  bankers'  acceptances and other  obligations,  and all other
negotiable  and  non-negotiable  securities  and  instruments,  however named or
described,  issued by corporations,  trusts,  associations or any other Persons,
domestic or foreign,  or issued or guaranteed by the United States of America or
any agency or instrumentality thereof, by the government of any foreign country,
by any State,  territory or  possession of the United  States,  by any political
subdivision or agency or instrumentality of any state or foreign country,  or by
any other  government  or other  governmental  or  quasi-governmental  agency or
instrumentality,  domestic or foreign;  to acquire and dispose of  interests  in
domestic or foreign  loans made by banks and other  financial  institutions;  to
deposit  any  assets  of the  Trust  in  any  bank,  trust  company  or  banking
institution  or retain any such assets in domestic or foreign  cash or currency;
to purchase and sell gold and silver bullion,  precious or strategic metals, and
coins and  currency  of all  countries;  to engage in "when  issued" and delayed
delivery transactions;  to enter into repurchase agreements,  reverse repurchase
agreements  and firm  commitment  agreements;  to employ  all types and kinds of
hedging  techniques  and  investment  management  strategies;  and to change the
investments of the Trust and of each Class or Series.

     (c) To acquire (by purchase,  subscription or otherwise), to hold, to trade
in and deal in, to acquire any rights or options to purchase or sell, to sell or
otherwise  dispose  of, to lend and to pledge any Trust  Property  or any of the
foregoing securities,  instruments or investments;  to purchase and sell options
on securities, currency, precious metals and other commodities, indices, futures
contracts and other financial  instruments and assets and enter into closing and
other  transactions  in  connection  therewith;  to  enter  into  all  types  of
commodities  contracts,  including  without  limitation the purchase and sale of
futures   contracts  on  securities,   currency,   precious   metals  and  other
commodities,  indices and other financial  instruments and assets; to enter into
forward  foreign  currency  exchange  contracts and other  foreign  exchange and
currency  transactions  of all types and  kinds;  to enter into  interest  rate,
currency  and other swap  transactions;  and to engage in all types and kinds of
hedging and risk management transactions.

     (d) To exercise all rights,  powers and privileges of ownership or interest
in all securities  and other assets  included in the Trust  Property,  including
without  limitation  the right to vote  thereon and  otherwise  act with respect
thereto;  and to do all  acts  and  things  for  the  preservation,  protection,
improvement and enhancement in value of all such securities and assets.

                                       5

<PAGE>
     (e) To  acquire  (by  purchase,  lease  or  otherwise)  and to  hold,  use,
maintain,  lease, develop and dispose of (by sale or otherwise) any type or kind
of property,  real or personal,  including domestic or foreign currency, and any
right or interest therein.

     (f) To borrow money and in this connection issue notes, commercial paper or
other evidence of indebtedness; to secure borrowings by mortgaging,  pledging or
otherwise  subjecting  as  security  all or any part of the Trust  Property;  to
endorse, guarantee, or undertake the performance of any obligation or engagement
of any  other  Person;  to lend all or any part of the Trust  Property  to other
Persons;  and to issue general  unsecured or other obligations of the Trust, and
enter into indentures or agreements relating thereto.

     (g) To aid,  support or assist by further  investment  or other  action any
Person, any obligation of or interest which is included in the Trust Property or
in the  affairs  of which the Trust or any  Class or  Series  has any  direct or
indirect  interest;  to do all acts and things  designed to  protect,  preserve,
improve or enhance the value of such obligation or interest; and to guarantee or
become surety on any or all of the contracts,  securities and other  obligations
of any such Person.

     (h)  To  join  other  security  holders  in  acting  through  a  committee,
depositary,  voting trustee or otherwise,  and in that connection to deposit any
security  with, or transfer any security to, any such  committee,  depositary or
trustee,  and to delegate to them such power and authority  with relation to any
security (whether or not so deposited or transferred) as the Trustees shall deem
proper,  and to agree to pay,  and to pay,  such  portion  of the  expenses  and
compensation of such committee, depositary or trustee as the Trustees shall deem
proper.

     (i) To carry on any other business in connection  with or incidental to any
of the  foregoing  powers  referred  to in this  Declaration,  to do  everything
necessary, appropriate or desirable for the accomplishment of any purpose or the
attainment  of any object or the  furtherance  of any power  referred to in this
Declaration,  either alone or in association with others,  and to do every other
act or thing  incidental or  appurtenant  to or arising out of or connected with
such business or purposes, objects or powers.

     (j)  To  the  extent  necessary  or  appropriate  to  give  effect  to  the
preferences,  special or relative  rights and privileges of any Class or Series,
to allocate assets, liabilities,  income and expenses of the Trust to particular
Classes or Series or to apportion the same among two or more Classes or Series.

     The foregoing  clauses shall be construed  both as objects and powers,  and
shall not be held to limit or  restrict  in any manner the  general  and plenary
powers of the Trustees.

     Notwithstanding  any other provision  herein,  the Trustees shall have full
power in their discretion,  without any requirement of approval by Shareholders,
to invest part or all of the Trust Property (or part or all of the assets of any
Class or Series), or to dispose of part or all of the Trust Property (or part or
all of the  assets of any Class or  Series)  and  invest  the  proceeds  of such
disposition,  in  securities  issued by one or more other  investment  companies
registered under the 1940 Act. Any such other  investment  company may (but need
not) be a trust  (formed under the laws of the State of New York or of any other
state) which is classified as a partnership for federal income tax purposes.

     SECTION 2.10.  LEGAL TITLE.  Legal title to all the Trust Property shall be
vested in the  Trustees  who from time to time shall be in office.  The Trustees
may hold any  security or other  Trust  Property  in a form not  indicating  any
trust,  whether in bearer,  unregistered or other negotiable form, and may cause
legal title to any security or other Trust Property to be held by or in the name
of one or more of the  Trustees,  or in the name of the  Trust  or any  Class or
Series,  or  in  the  name  of  a  custodian,  subcustodian,  agent,  securities

                                       6

<PAGE>
depository,  clearing  agency,  system for the central handling of securities or
other book-entry system, or in the name of a nominee or nominees of the Trust or
a Class or  Series,  or in the name of a nominee  or  nominees  of a  custodian,
subcustodian,  agent,  securities  depository,  clearing  agent,  system for the
central handling of securities or other book-entry system, or in the name of any
other  Person as nominee.  The right,  title and interest of the Trustees in the
Trust Property shall vest  automatically in each Person who may hereafter become
a Trustee. Upon the termination of the term of office,  resignation,  removal or
death of a Trustee  he shall  automatically  cease to have any  right,  title or
interest in any of the Trust Property, and the right, title and interest of such
Trustee  in the  Trust  Property  shall  vest  automatically  in  the  remaining
Trustees.

     SECTION 2.11. BY- LAWS. The Trustees shall have full power and authority to
adopt  By-Laws  providing  for the  conduct  of the  business  of the  Trust and
containing  such  other  provisions  as  they  deem  necessary,  appropriate  or
desirable,  and,  subject to the voting powers of one or more Classes or Series,
to amend and repeal such By-Laws.  Unless the By-Laws  specifically require that
Shareholders  authorize  or  approve  the  amendment  or repeal of a  particular
provision  of the  By-Laws,  any  provision  of the  By-Laws  may be  amended or
repealed by the Trustees without Shareholder authorization or approval.

     SECTION 2.12.  DISTRIBUTION  AND  REPURCHASE OF SHARES.  The Trustees shall
have full  power and  authority  to issue,  sell,  repurchase,  redeem,  retire,
cancel, acquire, hold, resell, reissue, dispose of, transfer, and otherwise deal
in  Shares.  Shares  may be sold for  cash or  property  or other  consideration
whenever  and in such  amounts and manner as the Trustees  deem  desirable.  The
Trustees shall have full power to provide for the  distribution of Shares either
through one or more principal underwriters or by the Trust itself, or both.

     SECTION 2.13. DELEGATION.  The Trustees shall have full power and authority
to delegate from time to time to such of their number or to officers,  employees
or  agents  of the  Trust or to other  Persons  the  doing  of such  things  and
execution  of such  agreements  or other  instruments  either in the name of the
Trust or any  Class or  Series  of the  Trust or the  names of the  Trustees  or
otherwise as the Trustees may deem desirable or expedient.

     SECTION 2.14.  COLLECTION  AND PAYMENT.  The Trustees shall have full power
and  authority  to collect  all  property  due to the Trust;  to pay all claims,
including  taxes,  against the Trust or Trust  Property;  to prosecute,  defend,
compromise,  settle  or  abandon  any  claims  relating  to the  Trust  or Trust
Property; to foreclose any security interest securing any obligations, by virtue
of  which  any  property  is owed to the  Trust;  and to  enter  into  releases,
agreements and other instruments.

     SECTION 2.15. EXPENSES. The Trustees shall have full power and authority to
incur on  behalf  of the  Trust  or any  Class or  Series  and pay any  costs or
expenses which the Trustees deem necessary, appropriate, desirable or incidental
to carry out,  implement or enhance the business or  operations  of the Trust or
any Class or Series thereof, and to pay compensation from the funds of the Trust
to themselves as Trustees.  The Trustees shall determine the compensation of all
officers,  employees  and Trustees of the Trust.  The  Trustees  shall have full
power and  authority  to cause the Trust to charge  all or any part of any cost,
expense or expenditure  (including  without limitation any expense of selling or
distributing Shares) or tax against the principal or capital of the Trust or any
Class or Series, and to credit all or any part of the profit,  income or receipt
to the principal or capital of the Trust or any Class or Series.

     SECTION 2.16.  COMMITTEES.  The Trustees may appoint from their own number,
and terminate,  any one or more  committees  consisting of two or more Trustees,
including  an  executive  committee  which  may,  when the  Trustees  are not in
session,  exercise some or all of the power and authority of the Trustees as the
Trustees may determine.

                                       7

<PAGE>
     SECTION 2.17.  MISCELLANEOUS POWERS. The Trustees shall have full power and
authority to: (a) distribute to Shareholders  all or any part of the earnings or
profits,  surplus  (including  paid-in  surplus),   capital  (including  paid-in
capital)  or assets of the Trust or of any Class or  Series,  the amount of such
distributions  and the manner of payment  thereof to be solely at the discretion
of the  Trustees;  (b)  employ,  engage or  contract  with such  Persons  as the
Trustees may deem desirable for the transaction of the business or operations of
the Trust or any Class or Series  thereof;  (c) enter into or cause the Trust or
any Class or Series thereof to enter into joint ventures,  partnerships (whether
as general partner,  limited partner or otherwise) and any other combinations or
associations;  (d)  purchase and pay for  entirely  out of Trust  property  such
insurance  as they may deem  necessary  or  appropriate  for the  conduct of the
business, including, without limitation,  insurance policies insuring the assets
of the Trust  and  payment  of  distributions  and  principal  on its  portfolio
investments,  and  insurance  policies  insuring  the  Shareholders,   Trustees,
officers,   employees,   agents,  investment  advisers  or  managers,  principal
underwriters,  or independent  contractors of the Trust individually against all
claims and  liabilities of every nature  arising by reason of holding,  being or
having held any such office or position,  or by reason of any action  alleged to
have been taken or omitted by any such person as Shareholder,  Trustee, officer,
employee,  agent,  investment  adviser or  manager,  principal  underwriter,  or
independent  contractor,  including  any  action  taken or  omitted  that may be
determined  to  constitute  negligence,  whether or not the Trust would have the
power to indemnify such person against such  liability;  (e) establish  pension,
profit-sharing,  share  purchase,  and other  retirement,  incentive and benefit
plans  for any  Trustees,  officers,  employees  and  agents of the  Trust;  (f)
indemnify  or  reimburse  any Person  with whom the Trust or any Class or Series
thereof has dealings,  including  without  limitation  the  Investment  Adviser,
Administrator,  Principal  Underwriter,  Transfer Agent, financial service firms
and other agents, to such extent as the Trustees shall determine;  (g) guarantee
the indebtedness or contractual  obligations of other Persons; (h) determine and
change the fiscal year of the Trust and the methods by which its books, accounts
and records shall be kept;  and (i) adopt a seal for the Trust,  but the absence
of such seal shall not impair the validity of any instrument  executed on behalf
of the Trust.

     SECTION 2.18 LITIGATION.  The Trustees shall have full power and authority,
in the name and on behalf of the Trust,  to engage in and to prosecute,  defend,
compromise, settle, abandon, or adjust by arbitration or otherwise, any actions,
suits, proceedings,  disputes, claims and demands relating to the Trust, and out
of the  assets of the Trust or any Class or Series  thereof to pay or to satisfy
any liabilities, losses, debts, claims or expenses (including without limitation
attorneys'   fees)  incurred  in  connection   therewith,   including  those  of
litigation,  and such power shall include  without  limitation  the power of the
Trustees or any  committee  thereof,  in the exercise of their or its good faith
business  judgment,  to dismiss  or  terminate  any  action,  suit,  proceeding,
dispute,  claim or demand,  derivative  or  otherwise,  brought  by any  Person,
including a Shareholder in his own name or in the name of the Trust or any Class
or Series  thereof,  whether or not the Trust or any Class or Series  thereof or
any of the  Trustees  may be named  individually  therein or the subject  matter
arises  by  reason  of  business  for or on  behalf of the Trust or any Class or
Series thereof.
                                   ARTICLE III

                                    CONTRACTS
                                    ---------

     SECTION 3.1.  PRINCIPAL  UNDERWRITER.  The Trustees may in their discretion
from  time to time  authorize  the  Trust  to enter  into one or more  contracts
providing  for the sale of the Shares.  Pursuant to any such  contract the Trust
may  either  agree to sell the  Shares to the  other  party to the  contract  or
appoint  such other party its sales agent for such Shares.  In either case,  any
such contract shall be on such terms and conditions as the Trustees may in their
discretion  determine;  and any such  contract  may also provide for the sale of
Shares by such other party as principal or as agent of the Trust.

                                       8

<PAGE>
     SECTION 3.2. INVESTMENT ADVISER. The Trustees may, subject to any approvals
by  Shareholders  required by applicable  law, in their  discretion from time to
time  authorize  the  Trust  to  enter  into  one or  more  investment  advisory
agreements  whereby  the other  party or  parties to any such  agreements  shall
undertake to furnish the Trust investment  advisory and research  facilities and
services and such other  facilities and services,  if any, as the Trustees shall
consider desirable and all upon such terms and conditions as the Trustees may in
their discretion determine.  Notwithstanding any provisions of this Declaration,
the Trustees may authorize the Investment Adviser, in its discretion and without
any prior  consultation  with the Trust,  to buy, sell, lend and otherwise trade
and deal in any and all securities,  commodity  contracts and other  investments
and assets of the Trust and to engage in and  employ  all types of  transactions
and strategies in connection  therewith.  Any such action taken pursuant to such
agreement shall be deemed to have been authorized by all of the Trustees.

     The  Trustees may also  authorize  the Trust to employ,  or  authorize  the
Investment Adviser to employ, one or more  sub-investment  advisers from time to
time to perform such of the acts and services of the Investment Adviser and upon
such terms and conditions as may be agreed upon between the  Investment  Adviser
and such sub-investment adviser and approved by the Trustees.

     SECTION 3.3. ADMINISTRATOR.  The Trustees may in their discretion from time
to time authorize the Trust to enter into one or more administration agreements,
whereby  the other party to such  agreement  shall  undertake  to furnish to the
Trust or a Series or a Class thereof such administrative facilities and services
and such  other  facilities  and  services,  if any,  as the  Trustees  consider
desirable  and all upon such terms and  conditions  as the Trustees may in their
discretion determine.

     The  Trustees  may also  authorize  the Trust to employ  or  authorize  the
Administrator  to  employ  one or more  sub-administrators  from time to time to
perform such of the acts and services of the  Administrator  and upon such terms
and  conditions  as may be  agreed  upon  between  the  Administrator  and  such
sub-administrator and approved by the Trustees.

     SECTION 3.4. OTHER SERVICE PROVIDERS.  The Trustees may in their discretion
from  time to time  authorize  the  Trust to enter  into one or more  agreements
whereby  the other party or parties to any such  agreements  will  undertake  to
provide to the Trust or any Class or Series or Shareholders or beneficial owners
of Shares such  services as the Trustees  consider  desirable  and all upon such
terms and conditions as the Trustees in their discretion may determine.

     SECTION 3.5.  TRANSFER  AGENTS.  The Trustees may in their  discretion from
time to time appoint one or more  transfer  agents for the Trust or any Class or
Series  thereof.  Any contract with a transfer  agent shall be on such terms and
conditions as the Trustees may in their discretion determine.

     SECTION 3.6.  CUSTODIAN.  The Trustees may appoint a bank or trust  company
having an aggregate capital, surplus and undivided profits (as shown in its last
published  report) of at least  $2,000,000  as a  custodian  of the Trust or any
Class or Series with authority as its agent to hold cash and securities owned by
the  Trust or the  Class or  Series  and to  release  and  deliver  the same and
otherwise to perform  such duties as the  Trustees  may  specify,  all upon such
terms and conditions as may be agreed upon between the Trust and the Custodian.

     SECTION 3.7. AFFILIATIONS. The fact that:

     (i)  any of the  Shareholders,  Trustees  or  officers  of the  Trust  is a
shareholder, creditor, director, officer, partner, trustee or employee of or has
any interest in any Person or any parent or  affiliate of any such Person,  with
which a contract or agreement of the character described in this Article III has
been or will be made,  or that any  such  Person,  or any  parent  or  affiliate
thereof, is a Shareholder of or has an interest in the Trust, or that

                                       9

<PAGE>
     (ii) any such Person also has similar  contracts,  agreements or plans with
other  investment  companies  (including,  without  limitation,  the  investment
companies  referred to in the last paragraph of Section 2.9) or Persons,  or has
other business activities or interests, shall not affect in any way the validity
of any such contract,  agreement or plan or disqualify any Shareholder,  Trustee
or officer of the Trust from  authorizing,  voting upon or executing the same or
create any liability or accountability to the Trust or its Shareholders.

                                   ARTICLE IV

          LIMITATIONS OF LIABILITY OF SHAREHOLDERS, TRUSTEES AND OTHERS
          -------------------------------------------------------------

     SECTION 4.1. NO PERSONAL LIABILITY OF SHAREHOLDERS,  TRUSTEES, OFFICERS AND
EMPLOYEES.  No Shareholder shall be subject to any personal liability whatsoever
to any Person in  connection  with Trust  Property or the acts,  obligations  or
affairs  of the Trust or any Class or Series  thereof.  All  Persons  dealing or
contracting  with the  Trustees as such or with the Trust or any Class or Series
thereof or having  any claim  against  the Trust or any Class or Series  thereof
shall have recourse only to the Trust or such Class or Series for the payment of
their  claims or for the  payment  or  satisfaction  of claims,  obligations  or
liabilities  arising out of such dealings or contracts.  No Trustee,  officer or
employee of the Trust,  whether past, present or future, shall be subject to any
personal  liability  whatsoever  to any such Person,  and all such Persons shall
look  solely to the Trust  Property,  or to the  assets of one or more  specific
Class or Series of the Trust if the claim arises from the act, omission or other
conduct of such Trustee,  officer or employee with respect to only such Class or
Series,  for satisfaction of claims of any nature arising in connection with the
affairs  of the Trust or such  Class or  Series.  If any  Shareholder,  Trustee,
officer  or  employee,  as  such,  of the  Trust  is made a party to any suit or
proceeding  to enforce  any such  liability  of the Trust or any Class or Series
thereof, he shall not, on account thereof, be held to any personal liability.

     SECTION 4.2.  TRUSTEE'S  GOOD FAITH  ACTION;  ADVICE TO OTHERS;  NO BOND OR
SURETY.  The exercise by the Trustees of their powers and discretions  hereunder
shall be binding upon all Interested  Parties. A Trustee shall not be liable for
errors  of  judgment  or  mistakes  of fact or law.  The  Trustees  shall not be
responsible  or liable in any event for any neglect or  wrongdoing of them or of
any officer, agent, employee,  consultant,  investment adviser or other adviser,
administrator,  distributor  or  principal  underwriter,  custodian or transfer,
dividend disbursing, shareholder servicing or accounting agent of the Trust, nor
shall any Trustee be  responsible  for the act or omission of any other Trustee.
The  Trustees  may take advice of counsel or other  experts  with respect to the
meaning and  operation of this  Declaration  and their  duties as Trustees,  and
shall be under no  liability  for any act or  omission in  accordance  with such
advice or for failing to follow such advice.  In discharging  their duties,  the
Trustees, when acting in good faith, shall be entitled to rely upon the records,
books and  accounts of the Trust and upon  reports  made to the  Trustees by any
officer, employee, agent, consultant,  accountant,  attorney, investment adviser
or  other  adviser,   principal  underwriter,   expert,   professional  firm  or
independent  contractor.  The Trustees as such shall not be required to give any
bond or surety or any other  security for the  performance  of their duties.  No
provision of this Declaration  shall protect any Trustee or officer of the Trust
against  any  liability  to the  Trust  or its  Shareholders  to  which he would
otherwise be subject by reason of his own willful misfeasance,  bad faith, gross
negligence  or reckless  disregard of the duties  involved in the conduct of his
office.

     SECTION 4.3.  INDEMNIFICATION.  The  Trustees  may provide,  whether in the
By-Laws or by contract,  vote or other action,  for the  indemnification  by the
Trust or by any Class or Series thereof of the Shareholders,  Trustees, officers
and  employees  of the Trust and of such other  Persons as the  Trustees  in the
exercise  of  their  discretion  may deem  appropriate  or  desirable.  Any such
indemnification  may be mandatory or permissive,  and may be insured  against by
policies maintained by the Trust.

                                       10

<PAGE>
     SECTION 4.4. NO DUTY OF INVESTIGATION. No purchaser, lender or other Person
dealing with the  Trustees or any  officer,  employee or agent of the Trust or a
Class or  Series  thereof  shall be bound  to make any  inquiry  concerning  the
validity of any  transaction  purporting  to be made by the  Trustees or by said
officer, employee or agent or be liable for the application of money or property
paid,  loaned,  or  delivered  to or on the  order  of the  Trustees  or of said
officer, employee or agent. Every obligation, contract, instrument, certificate,
Share,  other  security or  undertaking  of the Trust or a Class or Series,  and
every other act or thing whatsoever  executed in connection with the Trust shall
be conclusively  presumed to have been executed or done by the executors thereof
only in their capacity as Trustees  under this  Declaration or in their capacity
as  officers,  employees  or  agents of the  Trust.  Every  written  obligation,
contract, instrument,  certificate,  Share, other security or undertaking of the
Trust or a Class or Series  made or issued by the  Trustees  may recite that the
same is executed  or made by them not  individually,  but as Trustees  under the
Declaration,  and that the obligations of the Trust or a Class or Series thereof
under  any  such  instrument  are  not  binding  upon  any  of the  Trustees  or
Shareholders  individually,  but  bind  only the  Trust  Property  or the  Trust
Property of the applicable Class or Series,  and may contain any further recital
which they may deem appropriate,  but the omission of any such recital shall not
operate to bind the Trustees or Shareholders individually.

     SECTION 4.5.  RELIANCE ON RECORDS AND  EXPERTS.  Each  Trustee,  officer or
employee of the Trust  shall,  in the  performance  of his duties,  be fully and
completely  justified and protected with regard to any act or any failure to act
resulting  from  reliance in good faith upon the records,  books and accounts of
the Trust or a Class or Series thereof, upon an opinion or other advice of legal
counsel,  or upon reports made or advice given to the Trust or a Class or Series
thereof by any Trustee or any of the Trust's  officers  or  employees  or by the
Investment Adviser, the Administrator,  the Custodian,  a Principal Underwriter,
Transfer Agent, accountants,  appraisers or other experts, advisers, consultants
or  professionals  selected with  reasonable care by the Trustees or officers of
the Trust,  regardless of whether the person rendering such report or advice may
also be a Trustee, officer or employee of the Trust.

                                    ARTICLE V

                          SHARES OF BENEFICIAL INTEREST
                          -----------------------------

     SECTION  5.1.   SHARES  OF  BENEFICIAL   INTEREST.   The  interest  of  the
beneficiaries  of the Trust  initially  shall be divided  into common  shares of
beneficial  interest of $.01 par value.  The number of common shares  authorized
hereunder is unlimited. All shares issued, including,  without limitation, those
issued in connection with a dividend or distribution or a share split,  shall be
fully paid and nonassessable.  The Trustees may, without  Shareholder  approval,
authorize one or more Classes of Shares (which  Classes may without  Shareholder
approval be divided by the  Trustees  into two or more  Series),  Shares of each
such Class or Series  having  such  preferences,  voting  powers and  special or
relative  rights or  privileges  (including  conversion  rights,  if any) as the
Trustees  may  determine  and as shall be set forth in a  resolution  adopted in
accordance  with the  By-Laws.  The  number of  Shares  of each  Class or Series
authorized shall be unlimited except as the By-Laws may otherwise  provide.  The
Trustees  may from time to time  divide or  combine  the  Shares of any Class or
Series  into  a  greater  or  lesser  number   without   thereby   changing  the
proportionate beneficial interest in the Class or Series.

     The  ownership  of Shares  shall be recorded on the books of the Trust or a
transfer or similar agent.  No  certificates  certifying the ownership of Shares
shall be issued  except as the Trustees  may  otherwise  determine  from time to
time.  The Trustees  may make such rules as they  consider  appropriate  for the
issuance of Share certificates,  the transfer of Shares and similar matters. The
record books of the Trust as kept by the Trust or any transfer or similar agent,
as the case may be, shall be conclusive as to who are the  Shareholders  of each
Class or Series and as to the number of Shares of each Class or Series held from
time to time by each  Shareholder.  The Trustees may at any time discontinue the
issuance of Share  certificates and may, by written notice to each  Shareholder,
require the surrender of Share certificates to the Trust for cancellation.  Such
surrender  and  cancellation  shall not  affect the  ownership  of Shares in the
Trust.
                                       11

<PAGE>
     SECTION 5.2.  VOTING  POWERS.  Subject to the voting  powers of one or more
Classes  or  Series,  the  Shareholders  shall  have power to vote only (i) with
respect  to the  election  of  Trustees,  (ii) for the  removal of  Trustees  as
provided for herein, (iii) with respect to any Investment Adviser as required by
applicable law, (iv) with respect to any termination or amendment of this Trust,
or with  respect to certain  transactions,  to the  extent  and as  provided  in
Article  VIII,  (v) to the same extent as the  stockholders  of a  Massachusetts
business  corporation  as to whether or not a court action,  proceeding or claim
should or should not be brought or maintained  derivatively or as a class action
on behalf  of the  Trust or the  Shareholders,  and (vi)  with  respect  to such
additional  matters  relating  to the  Trust  as may be  required  by law,  this
Declaration,  the By-Laws or any  registration  of the Trust with the Securities
and  Exchange  Commission  (or any  successor  agency) or any  state,  or as the
Trustees may consider necessary or desirable. Each whole Share shall be entitled
to one vote as to any matter on which it is entitled to vote and each fractional
Share shall be entitled to a proportionate fractional vote.  Notwithstanding any
other  provision  of this  Declaration,  on any  matter  submitted  to a vote of
Shareholders,  all Shares of the Trust then  entitled to vote  shall,  except as
otherwise provided in the By-Laws or required by applicable law, be voted in the
aggregate as a single Class without regard to Classes or Series.  There shall be
no cumulative voting in the election of Trustees.

     SECTION 5.3. RIGHTS OF SHAREHOLDERS. The ownership of the Trust Property of
every  description and the right to conduct any business of the Trust are vested
exclusively in the Trustees, and the Shareholders shall have no interest therein
other than the  beneficial  interest  conferred by their Shares,  and they shall
have no right to call for any  partition or division of any  property,  profits,
rights or  interests  of the  Trust or of any  Class or  Series  nor can they be
called upon to share or assume any losses of the Trust or of any Class or Series
or suffer an assessment of any kind by virtue of their ownership of Shares.  The
Shares shall be personal property giving only the rights  specifically set forth
in this  Declaration.  The Shares  shall not entitle  the holder to  preference,
preemptive, appraisal, conversion or exchange rights, except as the Trustees may
specifically determine with respect to any Class or Series.

     Every Shareholder by virtue of having become a Shareholder shall be held to
have  expressly  assented  and agreed to the terms of this  Declaration  and the
Bylaws and to have become a party hereto and thereto. The death of a Shareholder
during the  continuance of the Trust shall not operate to terminate the same nor
entitle the  representative  of any deceased  Shareholder to an accounting or to
take any action in court or  elsewhere  against the Trust or the  Trustees,  but
only to the rights of said decedent under this Trust.

     SECTION 5.4. TRUST ONLY. It is the intention of the Trustees to create only
the  relationship  of Trustee  and  beneficiary  between the  Trustees  and each
Shareholder from time to time. It is not the intention of the Trustees to create
a  general   partnership,   limited   partnership,   joint  stock   association,
corporation,   limited  liability  company,   bailment  or  any  form  of  legal
relationship  other  than  a  Massachusetts  business  trust.  Nothing  in  this
Declaration shall be construed to make the Shareholders, either by themselves or
with the Trustees, partners or members of a joint stock association.

     SECTION 5.5. ISSUANCE OF SHARES. The Trustees in their discretion may, from
time to time and without any  authorization or vote of the  Shareholders,  issue
Shares of any Class or Series,  in addition  to the then issued and  Outstanding
Shares,  to such party or parties and for such amount and type of consideration,
including  cash or  property,  at such  time or times  and on such  terms as the
Trustees may deem appropriate or desirable, and may in such manner acquire other
assets  (including the  acquisition of assets subject to, and in connection with
the assumption of, liabilities) and businesses.  In connection with any issuance
of Shares,  the Trustees may issue fractional Shares and reissue and resell full
and  fractional  Shares held in the  treasury.  The Trustees may  authorize  the
issuance of  certificates  of  beneficial  interest to evidence the ownership of

                                       12

<PAGE>
Shares.  Shares held in the treasury shall not be voted nor shall such Shares be
entitled to any dividends or other distributions  declared with respect thereto.
The  Trustees in their  discretion  may also,  from time to time and without any
authorization or vote of the  Shareholders,  issue to the extent consistent with
applicable law securities of the Trust  convertible into Shares of the Trust and
warrants  to purchase  securities  of the Trust,  in each case  pursuant to such
terms and under such conditions as the Trustees may specify in their discretion.
Shares of any Class or Series,  in addition  to the then issued and  outstanding
Shares, and such warrants or convertible securities, may be issued to such party
or parties  and for such  amount and type of  consideration,  including  cash or
property,  at such  time or times  and on such  terms as the  Trustees  may deem
appropriate or desirable, and may in such manner acquire other assets (including
the  acquisition of assets subject to, and in connection with the assumption of,
liabilities) and businesses.  The officers of the Trust are severally authorized
to take all such  actions as may be  necessary  or  desirable  to carry out this
Section 5.5.

                                   ARTICLE VI

                           REDEMPTIONS AND REPURCHASES
                           ---------------------------

     SECTION 6.1.  REDEMPTIONS AND REPURCHASES OF SHARES.  From time to time the
Trust may redeem or repurchase its Shares, all upon such terms and conditions as
may be  determined by the Trustees and subject to any  applicable  provisions of
the 1940 Act. The Trust may require  Shareholders to pay a withdrawal  charge, a
sales charge, or any other form of charge to the Trust, to the underwriter or to
any other person  designated  by the Trustees  upon  redemption or repurchase of
Trust  Shares  in such  amount as shall be  determined  from time to time by the
Trustees.  The Trust may also  charge a  redemption  or  repurchase  fee in such
amount as may be determined from time to time by the Trustees.

     SECTION 6.2 MANNER OF PAYMENT.  Payment of Shares  redeemed or  repurchased
may at the option of the  Trustees or such  officer or officers as they may duly
authorize for the purpose, in their complete discretion,  be made in cash, or in
kind, or partially in cash and partially in kind. In case of payment in kind the
Trustees, or their delegate,  shall have absolute discretion as to what security
or securities  shall be  distributed in kind and the amount of the same, and the
securities  shall be valued for purposes of  distribution at the figure at which
they were  appraised  in computing  the net asset value of the Shares,  provided
that any  Shareholder  who cannot legally  acquire  securities so distributed in
kind by reason of the prohibitions of the 1940 Act shall receive cash.

     SECTION 6.3. INVOLUNTARY REDEMPTION. If the Trustees shall, at any time and
in good faith, be of the opinion that direct or indirect  ownership of Shares of
any  Class  or  Series  or  other  securities  of the  Trust  has or may  become
concentrated  in any person to an extent which would  disqualify  the Trust as a
regulated  investment company under the Internal Revenue Code, then the Trustees
shall have the power by lot or other means deemed  equitable by them (i) to call
for redemption by any such person a number,  or principal  amount,  of Shares or
other  securities  of the Trust  sufficient  to  maintain or bring the direct or
indirect  ownership of Shares or other  securities of the Trust into  conformity
with the requirements for such  qualification  and (ii) to refuse to transfer or
issue Shares or other securities of the Trust to any person whose acquisition of
the Shares or other  securities  of the Trust in question  would  result in such
disqualification.   The  redemption  shall  be  effected  upon  such  terms  and
conditions as shall be determined by the Trustees.

     The  holders of Shares or other  securities  of the Trust shall upon demand
disclose to the Trustees in writing such  information with respect to direct and
indirect  ownership of Shares or other  securities  of the Trust as the Trustees
deem necessary to comply with the provisions of the Internal Revenue Code, or to
comply with the requirements of any other taxing authority.

                                       13

<PAGE>
                                   ARTICLE VII

                        DETERMINATION OF NET ASSET VALUE,
                          NET INCOME AND DISTRIBUTIONS
                          ----------------------------

     SECTION 7.1. NET ASSET VALUE. The net asset value of each outstanding Share
of the Trust or of any Class or Series  thereof shall be determined on such days
and at or as of such time or times as the Trustees may determine.  Any reference
in this  Declaration to the time at which a determination  of net asset value is
made shall mean the time as of which the  determination  is made.  The power and
duty to  determine  and  method  of  determination  of net  asset  value  may be
delegated  by the  Trustees  from time to time to the  Investment  Adviser,  the
Administrator, the Custodian, the Transfer Agent or such other Person or Persons
as the Trustees may determine. The value of the assets of the Trust or any Class
or Series  thereof shall be  determined in a manner  authorized by the Trustees.
From the total value of said assets,  there shall be deducted all  indebtedness,
interest,  taxes,  payable or accrued,  including  estimated taxes on unrealized
book profits, expenses and management charges accrued to the appraisal date, and
all other items in the nature of liabilities  which shall be deemed  appropriate
by the Trustees, as incurred by or allocated to the Trust or any Class or Series
thereof. The resulting amount, which shall represent the total net assets of the
Trust or Class or Series thereof,  shall be divided by the number of Outstanding
Shares of the Trust or Class or Series  thereof at that time and the quotient so
obtained shall be deemed to be the net asset value of the Shares of the Trust or
Class or Series thereof. The Trust may declare a suspension of the determination
of net asset  value to the extent  permitted  by the 1940 Act. It shall not be a
violation of any provision of this  Declaration if Shares are sold,  redeemed or
repurchased  by the Trust at a price  other than one based on net asset value if
the net asset value is affected by one or more errors  inadvertently made in the
pricing  of  portfolio  securities  or  other  investments  or  in  accruing  or
allocating  income,  expenses,  reserves or  liabilities.  No  provision of this
Declaration shall be construed to restrict or affect the right or ability of the
Trust to employ or  authorize  the use of pricing  services,  appraisers  or any
other  means,  methods,  procedures,  or  techniques  in  valuing  the assets or
calculating the liabilities of the Trust or any Class or Series thereof.

     SECTION 7.2. DIVIDENDS AND DISTRIBUTIONS. (a) The Trustees may from time to
time  distribute  ratably among the  Shareholders  of the Trust or of a Class or
Series thereof such portion of the net earnings or profits,  surplus  (including
paid-in surplus), capital (including paid-in capital), or assets of the Trust or
such  Class or  Series  held by the  Trustees  as they may deem  appropriate  or
desirable. Such distributions may be made in cash, additional Shares or property
(including  without  limitation any type of obligations of the Trust or Class or
Series or any assets thereof), and the Trustees may distribute ratably among the
Shareholders  of the Trust or Class or Series thereof  additional  Shares of the
Trust or Class or Series  thereof  issuable  hereunder in such  manner,  at such
times, and on such terms as the Trustees may deem appropriate or desirable. Such
distributions  may be among  the  Shareholders  of the  Trust or Class or Series
thereof at the time of declaring a distribution or among the Shareholders of the
Trust or Class or Series thereof at such other date or time or dates or times as
the Trustees shall  determine.  The Trustees may always retain from the earnings
or profits  such  amounts as they may deem  appropriate  or desirable to pay the
expenses and  liabilities  of the Trust or a Class or Series  thereof or to meet
obligations  of the  Trust or a Class or  Series  thereof,  together  with  such
amounts as they may deem  desirable  to use in the  conduct of its affairs or to
retain for future  requirements  or  extensions of the business or operations of
the Trust or such Class or Series. The Trust may adopt and offer to Shareholders
such  dividend   reinvestment   plans,  cash  dividend  payout  plans  or  other
distribution  plans as the  Trustees  may deem  appropriate  or  desirable.  The
Trustees may in their discretion determine that an account administration fee or
other  similar  charge  may be  deducted  directly  from the  income  and  other
distributions paid on Shares to a Shareholder's account in any Class or Series.

     (b) The Trustees may prescribe,  in their absolute  discretion,  such bases
and times for  determining  the  amounts  for the  declaration  and  payment  of
dividends  and  distributions  as  they  may  deem  necessary,   appropriate  or
desirable.
                                       14
<PAGE>
     (c) Inasmuch as the  computation of net income and gains for federal income
tax purposes may vary from the computation thereof on the books of account,  the
above  provisions  shall be  interpreted  to give the  Trustees  full  power and
authority in their  absolute  discretion  to  distribute  for any fiscal year as
dividends and as capital gains distributions,  respectively,  additional amounts
sufficient  to enable the Trust or a Class or Series  thereof to avoid or reduce
liability for taxes.

     SECTION 7.3.  POWER TO MODIFY  FOREGOING  PROCEDURES.  Notwithstanding  any
provision  contained in this Declaration,  the Trustees may prescribe,  in their
absolute  discretion,  such other means,  methods,  procedures or techniques for
determining  the per Share net asset  value of a Class or Series  thereof or the
income of the Class or Series  thereof,  or for the  declaration  and payment of
dividends and distributions on any Class or Series.

                                  ARTICLE VIII

                       DURATION; TERMINATION OF TRUST OR A
                      CLASS OR SERIES; MERGERS; AMENDMENTS
                      ------------------------------------

     SECTION 8.1. DURATION.  The Trust shall continue without limitation of time
but subject to the  provisions  of this Article  VIII.  The death,  declination,
resignation,  retirement,  removal or incapacity of the Trustees,  or any one of
them,  shall not  operate  to  terminate  or annul  the  Trust or to revoke  any
existing  agency  or  delegation  or  authority  pursuant  to the  terms of this
Declaration or of the By-Laws.

     SECTION 8.2. MERGER OR TERMINATION OF THE TRUST OR A SERIES OR A CLASS. The
Trust may merge or consolidate with any other corporation, association, trust or
other  organization or may sell, lease or exchange all or  substantially  all of
the Trust property,  including its good will, upon such terms and conditions and
for such  consideration  when and as  authorized  at a meeting  of  Shareholders
called for the purpose by the  affirmative  vote of the holders of two-thirds of
each Class and Series of Shares outstanding and entitled to vote (with each such
class and series separately voting thereon as a separate Class or Series), or by
an instrument or instruments in writing  without a meeting,  consented to by the
holders of  two-thirds  of each Class and Series of Shares (with each such Class
and  Series  separately  consenting  thereto  as a  separate  Class or  Series);
provided, however, that if such merger,  consolidation,  sale, lease or exchange
is recommended by the Trustees,  the vote or written consent of the holders of a
majority of the Shares  outstanding  and  entitled  to vote shall be  sufficient
authorization; and any such merger, consolidation, sale, lease or exchange shall
be deemed for all purposes to have been  accomplished  under and pursuant to the
statutes of the  Commonwealth of  Massachusetts.  Upon making  provision for the
payment of all outstanding  obligations,  taxes and other liabilities,  (whether
accrued or contingent) of the Trust, the Trustees shall distribute the remaining
assets of the Trust ratably among the holders of the outstanding Shares,  except
as may be otherwise provided by the Trustees with respect to any Class or Series
of Shares thereof.

     Subject to  authorization  by the  Shareholders  as indicated below in this
paragraph,  the  Trust may at any time sell and  convert  into  money all of the
assets  of the  Trust,  and,  upon  making  provision  for  the  payment  of all
outstanding  obligations,  taxes  and  other  liabilities  (whether  accrued  or
contingent) of the Trust,  the Trustees shall distribute the remaining assets of
the Trust ratably among the holders of the outstanding Shares,  except as may be
otherwise  provided  by the  Trustees  with  respect  to any  Class or Series of
Shares.   Such  action  shall  first  have  been  authorized  at  a  meeting  of
Shareholders  called for the purpose by the  affirmative  vote of the holders of
two-thirds of each Class and Series of Shares  outstanding  and entitled to vote
(with each such Class and Series  separately  voting thereon as a separate Class
or Series),  or by an instrument or  instruments  in writing  without a meeting,
consented  to by the  holders of  two-thirds  of each Class and Series of Shares

                                       15

<PAGE>
(with  each such Class and Series  separately  consenting  thereto as a separate
Class or Series);  provided,  however, that if such action is recommended by the
Trustees, the vote or written consent of the holders of a majority of the Shares
outstanding and entitled to vote shall be sufficient authorization.

     Upon  completion  of the  distribution  of the  remaining  proceeds  or the
remaining assets as provided in this section,  the Trust shall terminate and the
Trustees  shall be  discharged  of any and all  further  liabilities  and duties
hereunder  and the right,  title and interest of all parties  shall be cancelled
and discharged.

     SECTION 8.3.  AMENDMENTS.  The execution of an instrument setting forth the
establishment  and designation and the relative rights of any Class or Series of
Shares in accordance with Section 5.1 hereof shall,  without any  authorization,
consent or vote of the  Shareholders,  effect an amendment of this  Declaration.
Except as otherwise provided in this Section, if authorized by a majority of the
Trustees and by vote of a majority of the outstanding  voting  securities of the
Trust affected by the amendment (which voting securities shall, unless otherwise
provided by the Trustees, vote together on such amendment as a single class), or
by any larger vote which may be required by applicable  law or this  Declaration
of Trust in any particular case, the Trustees may amend or otherwise  supplement
this Declaration.  The Trustees may also amend this Declaration without the vote
or consent of Shareholders to change the name of the Trust or to make such other
changes as do not have a materially adverse effect on the rights or interests of
Shareholders  hereunder or if they deem it necessary to conform this Declaration
to  the   requirements  of  applicable   Federal  laws  or  regulations  or  the
requirements  of the  regulated  investment  company  provisions of the Internal
Revenue Code, but the Trustees shall not be liable for failing so to do.

     No  amendment  may be made under this  Section  which shall  amend,  alter,
change or repeal any of the  provisions  of Article  VIII  unless the  amendment
effecting  such  amendment,  alteration,  change or  repeal  shall  receive  the
affirmative  vote or consent  of the  holders  of  two-thirds  of each Class and
Series of Shares  outstanding  and  entitled  to vote  (with each such Class and
Series  separately  voting thereon on consenting  thereto as a separate Class or
Series).  Such  affirmative  vote or consent shall be in addition to the vote or
consent of the holders of Shares  otherwise  required by law or by any agreement
between the Trust and any national securities exchange.

     Nothing  contained in this  Declaration  shall permit the amendment of this
Declaration to impair the exemption from personal liability of the Shareholders,
Trustees,  officers,  employees and agents of the Trust or to permit assessments
upon Shareholders.

     Notwithstanding   any  other  provision  hereof,   until  such  time  as  a
Registration  Statement  under the Securities Act of 1933, as amended,  covering
the  first  public  offering  of  securities  of the  Trust  shall  have  become
effective,  this  Declaration may be terminated or amended in any respect by the
affirmative  vote of a majority of the Trustees or by an instrument  signed by a
majority of the Trustees.

     SECTION 8.4. CERTAIN TRANSACTIONS.  (a) Notwithstanding any other provision
of this Declaration and subject to the exceptions provided in sub-section (d) of
this Section 8.4, the types of transactions described in sub-section (c) of this
Section  8.4 shall  require  the  affirmative  vote or consent of the holders of
seventy-five  percent (75%) of each Class of Shares  outstanding (with each such
Class voting separately  thereon),  when a Principal  Shareholder (as defined in
sub-section (b) of this Section 8.4) is determined by the Trustees to be a party
to the transaction. Such affirmative vote or consent shall be in addition to the
vote or consent of the  holders of Shares  otherwise  required  by law or by the
terms of any Class or Series,  whether now or  hereafter  authorized,  or by any
agreement between the Trust and any national securities exchange.

     (b) The term  "Principal  Shareholder"  shall mean any Person  which is the
beneficial owner, directly or indirectly,  of more than five percent (5%) of the
Outstanding  Shares  of  the  Trust  or of  any  Class  and  shall  include  any
"affiliate"  or  "associate",  as such  terms are  defined  in Rule 12b-2 of the
General Rules and Regulations under the Securities Exchange Act of 1934. For the
purpose  of  this  Section  8.4,  in  addition  to the  Shares  which  a  Person
beneficially  owns  directly,  (a) a Person shall be deemed to be the beneficial
owner of any Shares (i) which the Trustees determine it has the right to acquire
pursuant to any agreement or upon exercise of conversion rights or warrants,  or

                                       16

<PAGE>
otherwise (but excluding  Share options  granted by the Trust) or (ii) which the
Trustees  determine are beneficially  owned,  directly or indirectly  (including
Shares  deemed  owned  through  application  of clause (i) above),  by any other
Person with which it or its  "affiliate" or  "associate"  (as defined above) has
any  agreement,  arrangement  or  understanding  for the  purpose of  acquiring,
holding,  voting or disposing of Shares, or which is its affiliate or associate,
and (b) the  outstanding  Shares  shall  include  Shares  deemed  owned  through
application of clauses (i) and (ii) above but shall not include any other Shares
which are not at the time issued and outstanding but may be issuable pursuant to
any agreement, or upon exercise of conversion rights or warrants, or otherwise.

     (c) This Section 8.4 shall apply to the following transactions:

          (i) The merger or  consolidation of the Trust or any subsidiary of the
          Trust with or into any Principal Shareholder.

          (ii) The  issuance  of any  securities  of the Trust to any  Principal
          Shareholder for cash.

          (iii) The sale,  lease or exchange of all or any  substantial  part of
          the assets of the Trust to any Principal  Shareholder  (except  assets
          determined  by the Trustees to have 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  assets  sold in the
          ordinary course of business).

          (iv)  The  sale,  lease  or  exchange  to or  with  the  Trust  or any
          subsidiary  thereof,  in exchange for securities of the Trust,  of any
          assets of any Principal  Shareholder  (except assets determined by the
          Trustees  to  have  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).

     For purposes of this sub-section  8.4(c), the term "Principal  Shareholder"
shall include all subsidiaries,  affiliates, associates, or other persons acting
in concert with any Principal Shareholder.

     (d) The  provisions  of this Section 8.4 shall not be applicable to (i) any
of the  transactions  described  in  sub-section  (c) of this Section 8.4 if the
Trustees shall by resolution  have approved a memorandum of  understanding  with
such Principal  Shareholder  with respect to and  substantially  consistent with
such  transaction,  or (ii) any such  transaction  with  any  Person  of which a
majority of the outstanding  shares of all classes of stock normally entitled to
vote in the  election of  directors  is owned of record or  beneficially  by the
Trust and its subsidiaries.

     (e) The Trustees shall have the power to determine for the purposes of this
Section 8.4 on the basis of information known to the Trust, whether (i) a Person
beneficially  owns more than five percent (5%) of the  outstanding  Shares or is
otherwise  a  Principal  Shareholder,   (ii)  a  Person  is  an  "affiliate"  or
"associate"  (as defined  above) of another,  (iii) the assets being acquired or
leased to or by the Trust or any  subsidiary  thereof  constitute a  substantial
part or the assets of the Trust and have an aggregate  fair market value of less
than $1,000,000, (iv) the memorandum of understanding referred to in sub-section
(d) hereof is substantially consistent with the transaction covered thereby, and
(v)  the  provisions  of the  Section  8.5  otherwise  apply  to any  Person  or
transaction.  Any such  determination  shall be  conclusive  and binding for all
purposes of this Section 8.4.
                                       17

<PAGE>
     SECTION  8.5.  CONVERSION.  Notwithstanding  any other  provisions  of this
Declaration,  the  conversion  of the Trust from a  "closed-end  company"  to an
"open-end  company," as those terms are defined in Section  5(a)(2) and 5(a)(1),
respectively,  of the 1940 Act shall require the affirmative  vote or consent of
the holders of two-thirds of each Class  outstanding (with each Class separately
voting thereon or consenting thereto as a separate Class). Such affirmative vote
or consent  shall be in  addition  to the vote or consent of the  holders of the
Shares otherwise required by law or by the terms of any Class or Series, whether
now or  hereafter  authorized,  or by any  agreement  between  the Trust and any
national securities  exchange.  However, if such conversion is recommended by at
least 75% of the  Trustees  then in office,  the vote or written  consent of the
holders of a majority of the outstanding  voting  securities of the Trust (which
voting  securities  shall  vote  separately  on the  matter by  class)  shall be
sufficient to authorize such conversion.


                                   ARTICLE IX

                                  MISCELLANEOUS
                                  -------------

     SECTION 9.1. USE OF THE WORDS "EATON VANCE". Eaton Vance Corp. (hereinafter
referred to as "EVC"), which owns (either directly or through  subsidiaries) all
of the  capital  shares  of the  Investment  Adviser  of  the  Trust  (or of the
investment  adviser of each of the investment  companies referred to in the last
paragraph  of  Section  2.9),  has  consented  to the  use by the  Trust  of the
identifying  words  "Eaton  Vance" in the name of the  Trust.  Such  consent  is
conditioned upon the continued employment of EVC or a subsidiary or affiliate of
EVC as Investment  Adviser of the Trust or as the investment  adviser of each of
the  investment  companies  referred to in the last paragraph of Section 2.9. As
between the Trust and itself, EVC shall control the use of the name of the Trust
insofar as such name contains the identifying words "Eaton Vance".  EVC may from
time to time use the  identifying  words "Eaton Vance" in other  connections and
for other purposes, including, without limitation, the names of other investment
companies,  trusts,  corporations  or  businesses  which it may manage,  advise,
sponsor or own or in which it may have a financial interest. EVC may require the
Trust to cease  using the  identifying  words  "Eaton  Vance" in the name of the
Trust if EVC or a subsidiary  or  affiliate  of EVC ceases to act as  investment
adviser  of the Trust or as the  investment  adviser  of each of the  investment
companies referred to in the last paragraph of Section 2.9.

     SECTION  9.2.  NOTICES.   Notwithstanding   any  other  provision  of  this
Declaration,  any and all notices to which any  Shareholder  may be entitled and
any and all  communications  shall be deemed  duly  served  or given if  mailed,
postage  prepaid,  addressed  to any  Shareholder  of record  at his last  known
address  as  recorded  on the  register  of  the  Trust.  If  and to the  extent
consistent with applicable law, a notice of a meeting, an annual report, and any
other  communication to Shareholders need not be sent to a Shareholder (i) if an
annual report and a proxy  statement for two  consecutive  shareholder  meetings
have been  mailed  to such  Shareholder's  address  and have  been  returned  as
undeliverable,  (ii) if all,  and at least two,  checks (if sent by first  class
mail) in payment of  distributions  on Shares during a twelve-month  period have
been  mailed  to  such   Shareholder's   address  and  have  been   returned  as
undeliverable or (iii) in any other case in which a proxy statement concerning a
meeting  of  security  holders  is not  required  to be  given  pursuant  to the
Commission's  proxy  rules as from time to time in effect  under the  Securities
Exchange Act of 1934, as amended.  However,  delivery of such proxy  statements,
annual  reports  and  other   communications  shall  resume  if  and  when  such
Shareholder  delivers  or causes to be  delivered  to the Trust  written  notice
setting forth such Shareholder's then current address.

     SECTION 9.3. FILING OF COPIES, REFERENCES,  HEADINGS AND COUNTERPARTS.  The
original  or a copy of this  instrument,  of any  amendment  hereto  and of each
declaration  of trust  supplemental  hereto,  shall be kept at the office of the
Trust.  Anyone  dealing with the Trust may rely on a certificate by a Trustee or

                                       18

<PAGE>
an officer of the Trust as to whether or not any such amendments or supplemental
declarations  of trust have been made and as to any matters in  connection  with
the Trust hereunder,  and, with the same effect as if it were the original,  may
rely on a copy certified by a Trustee or an officer of the Trust to be a copy of
this instrument or of any such amendment  hereto or supplemental  declaration of
trust.

     In this instrument or in any such amendment or supplemental  declaration of
trust,  references to this  instrument,  and all  expressions  such as "herein",
"hereof",  and  "hereunder",  shall be  deemed  to refer to this  instrument  as
amended or affected by any such supplemental  declaration of trust. Headings are
placed herein for convenience of reference only and in case of any conflict, the
text  of  this  instrument,  rather  than  the  headings,  shall  control.  This
instrument may be executed in any number of counterparts  each of which shall be
deemed an original,  but such  counterparts  shall constitute one instrument.  A
restated Declaration, integrating into a single instrument all of the provisions
of the Declaration which are then in effect and operative,  may be executed from
time to time by a  majority  of the  Trustees  then in office and filed with the
Massachusetts  Secretary of State. A restated Declaration shall, upon execution,
be conclusive evidence of all amendments and supplemental declarations contained
therein and may  thereafter  be referred to in lieu of the original  Declaration
and the various amendments and supplements thereto.

     SECTION 9.4. APPLICABLE LAW. The Trust set forth in this instrument is made
in The  Commonwealth  of  Massachusetts,  and it is  created  under and is to be
governed  by and  construed  and  administered  according  to the  laws  of said
Commonwealth.  The Trust shall be of the type  commonly  called a  Massachusetts
business  trust,  and without  limiting  the  provisions  hereof,  the Trust may
exercise all powers which are ordinarily exercised by such a trust.

     SECTION  9.5.  PROVISIONS  IN  CONFLICT  WITH LAW OR  REGULATIONS.  (a) The
provisions  of  this  Declaration  are  severable,  and  if the  Trustees  shall
determine,  with the advice of legal counsel,  that any of such provisions is in
conflict  with the 1940 Act,  the  Internal  Revenue  Code of 1986 or with other
applicable laws and regulations, the conflicting provision shall be construed in
such a manner consistent with such law as may most closely reflect the intention
of the offending provision; provided, however, that such determination shall not
affect any of the remaining  provisions of this Declaration or render invalid or
improper any action taken or omitted prior to such determination.

     (b) If  any  provision  of  this  Declaration  shall  be  held  invalid  or
unenforceable in any  jurisdiction,  such invalidity or  unenforceability  shall
attach only to such provision in such  jurisdiction  and shall not in any manner
affect such provision in any other  jurisdiction  or any other provision of this
Declaration in any jurisdiction.

                                       19

<PAGE>
     IN WITNESS WHEREOF,  the undersigned,  being all of the current Trustees of
the Trust, have executed this instrument this 30th day of March, 2005.


/s/ Alan R. Dynner                              /s/ James B. Hawkes
----------------------------------              --------------------------------
Alan R. Dynner, as Trustee                      James B. Hawkes, as Trustee
   and not Individually                            and not Individually


                        THE COMMONWEALTH OF MASSACHUSETTS

Suffolk, ss.                                               Boston, Massachusetts

     On this 30th day of March 2005,  before me, the undersigned  notary public,
personally  appeared the above named Alan R. Dynner and James B. Hawkes,  proved
to me through  satisfactory  evidence  of  identification,  which  consisted  of
personal  knowledge,  to be the persons  whose names are signed on the preceding
document in my presence and who swore or affirmed to me that the contents of the
document are truthful and accurate to the best of their knowledge and belief.

                                                Before me,



                                                /s/ Lynne M. Hetu
                                                --------------------------------
                                                My commission expires:
                                                July 15, 2005



                                       20

<PAGE>
The names and addresses of all the Trustees of the Trust are as follows:

Alan R. Dynner
227 Beacon Street
Boston, MA  02116

James B. Hawkes
11 Quincy Park
Beverly, MA  01915

Trust Address:
The Eaton Vance Building
255 State Street
Boston, MA  02109




                                       21
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2B
<SEQUENCE>3
<FILENAME>tmgbwofbylaw.txt
<TEXT>
                                     BY-LAWS

                                       OF

           EATON VANCE TAX-MANAGED GLOBAL BUY-WRITE OPPORTUNITIES FUND

                                    ARTICLE I

                                  THE TRUSTEES

SECTION 1.  NUMBER OF  TRUSTEES.  The number of  Trustees  shall be fixed by the
Trustees,  provided, however, that such number shall at no time be less than two
or exceed fifteen.

                                   ARTICLE II

                           OFFICERS AND THEIR ELECTION

SECTION  1.  OFFICERS.  The  officers  of the  Trust  shall  be a  President,  a
Treasurer,  a Secretary,  and such other  officers or agents as the Trustees may
from time to time  elect.  It shall not be  necessary  for any  Trustee or other
officer to be a holder of shares in the Trust.

SECTION 2. ELECTION OF OFFICERS.  The  Treasurer  and Secretary  shall be chosen
annually by the Trustees. The President shall be chosen annually by and from the
Trustees.  Except for the offices of the  President and  Secretary,  two or more
offices may be held by a single  person.  The  officers  shall hold office until
their successors are chosen and qualified.

SECTION 3.  RESIGNATIONS  AND  REMOVALS.  Any officer of the Trust may resign by
filing a written resignation with the President or with the Trustees or with the
Secretary,  which  shall  take  effect  on being so filed or at such time as may
otherwise  be  specified  therein.  The  Trustees  may at any meeting  remove an
officer.

                                   ARTICLE III

                   POWERS AND DUTIES OF TRUSTEES AND OFFICERS

SECTION 1.  TRUSTEES.  The business and affairs of the Trust shall be managed by
the  Trustees,  and they shall have all powers  necessary and desirable to carry
out that  responsibility,  so far as such powers are not  inconsistent  with the
laws of the  Commonwealth of  Massachusetts,  the Declaration of Trust, or these
By-Laws.

SECTION 2. EXECUTIVE AND OTHER COMMITTEES. The Trustees may elect from their own
number an  executive  committee  to consist of not less than three nor more than
five  members,  which  shall have the power and duty to conduct  the current and
ordinary  business of the Trust while the Trustees are not in session,  and such
other powers and duties as the  Trustees may from time to time  delegate to such
committee.  The Trustees  may also elect from their own number other  committees
from time to time, the number composing such committees and the powers conferred
upon the same to be determined by the Trustees.  Without limiting the generality
of the foregoing,  the Trustees may appoint a committee  consisting of less than
the whole number of Trustees then in office, which committee may be empowered to
act for and bind the  Trustees and the Trust,  as if the acts of such  committee
were  the  acts  of all  the  Trustees  then  in  office,  with  respect  to the
<PAGE>
institution,  prosecution, dismissal, settlement, review, investigation or other
disposition of any dispute,  claim,  action,  suit or proceeding  which shall be
pending or threatened to be brought before any court,  administrative  agency or
other adjudicatory body.

SECTION 3. CHAIRMAN OF THE TRUSTEES. The Trustees shall appoint from among their
number a Chairman.  The Chairman  shall  preside at the meetings of the Trustees
and may call meetings of the Trustees and of any committee  thereof  whenever he
deems it necessary  or  desirable  to do so. The Chairman may in his  discretion
preside at any meeting of the  shareholders,  and may delegate such authority to
another Trustee or officer of the Trust. The Chairman shall exercise and perform
such additional powers and duties as from time to time may be assigned to him by
the  Trustees,  and  shall  have the  resources  and  authority  appropriate  to
discharge the responsibilities of the office.

SECTION 4.  PRESIDENT.  Subject to such  supervisory  powers,  if any, as may be
given by the Trustees to the Chairman of the Trustees,  the  President  shall be
the chief  executive  officer  of the Trust and  subject  to the  control of the
Trustees,  he shall  have  general  supervision,  direction  and  control of the
business  of the Trust and of its  employees  and shall  exercise  such  general
powers of  management  as are  usually  vested in the office of  President  of a
corporation.  In the event that the  Chairman  does not  preside at a meeting of
shareholders  or delegate such power and authority to another Trustee or officer
of the Fund,  the President or his designee  shall  preside at such meeting.  He
shall have the power to employ attorneys and counsel for the Trust and to employ
such subordinate officers, agents, clerks and employees as he may find necessary
to transact  the  business of the Trust.  He shall also have the power to grant,
issue,  execute or sign such powers of attorney,  proxies or other  documents as
may be deemed  advisable  or necessary in  furtherance  of the  interests of the
Trust.  The  President  shall have such other powers and duties as, from time to
time, may be conferred upon or assigned to him by the Trustees.

SECTION  5.  TREASURER.  The  Treasurer  shall be the  principal  financial  and
accounting  officer of the Trust.  He shall deliver all funds and  securities of
the Trust  which may come  into his hands to such bank or trust  company  as the
Trustees  shall  employ as  custodian  in  accordance  with  Article  III of the
Declaration  of Trust.  He shall make annual  reports in writing of the business
conditions of the Trust, which reports shall be preserved upon its records,  and
he shall furnish such other reports  regarding the business and condition as the
Trustees may from time to time require.  The Treasurer shall perform such duties
additional to foregoing as the Trustees may from time to time designate.

SECTION 6.  SECRETARY.  The Secretary shall record in books kept for the purpose
all  votes  and  proceedings  of the  Trustees  and the  shareholders  at  their
respective meetings. He shall have custody of the seal, if any, of the Trust and
shall  perform such duties  additional to the foregoing as the Trustees may from
time to time designate.

SECTION 7. OTHER OFFICERS.  Other officers elected by the Trustees shall perform
such duties as the Trustees may from time to time designate.

SECTION 8. COMPENSATION. The Trustees and officers of the Trust may receive such
reasonable  compensation  from the Trust for the  performance of their duties as
the Trustees may from time to time determine.

                                       2
<PAGE>
                                   ARTICLE IV

                            MEETINGS OF SHAREHOLDERS

SECTION 1. MEETINGS.  Meetings of shareholders,  at which the shareholders shall
elect  Trustees and transact such other business as may properly come before the
meeting,  shall be held  annually  so long as  required  by the  American  Stock
Exchange,  New York Stock  Exchange or such other  exchange or trading system on
which shares are principally traded.  Meetings of the shareholders (or any class
or series)  may be called at any time by the  President,  and shall be called by
the President or the Secretary at the request, in writing or by resolution, of a
majority of the Trustees,  or at the written request of the holder or holders of
twenty-five  percent  (25%) or more of the total  number of the then  issued and
outstanding  shares  of the Trust  entitled  to vote at such  meeting.  Any such
request shall state the purposes of the proposed meeting.

SECTION 2. PLACE OF MEETINGS.  Meetings of the shareholders shall be held at the
principal  place of  business  of the Trust in Boston,  Massachusetts,  unless a
different  place  within the United  States is  designated  by the  Trustees and
stated as specified in the respective  notices or waivers of notice with respect
thereto.

SECTION 3.  NOTICE OF  MEETINGS.  Notice of all  meetings  of the  shareholders,
stating the time,  place and the  purposes  for which the  meetings  are called,
shall be given by the  Secretary to each  shareholder  entitled to vote thereat,
and to each  shareholder  who under the By-Laws is entitled to such  notice,  by
delivering (by electronic,  telephonic,  computerized or other alternative means
as may be approved by resolutions  adopted by the trustees,  which authorization
is received not more than six months before delivery of such notice) or mailing,
postage  paid,  addressed  to such  address as it appears  upon the books of the
Trust,  at least ten days no more than ninety days before the time fixed for the
meeting,  and the person given such notice shall make an affidavit  with respect
thereto.  If any  shareholder  shall  have  failed  to  inform  the Trust of his
address,  no  notice  need be  sent  to him.  No  notice  need be  given  to any
shareholder if a written waiver of notice,  executed before or after the meeting
by the  shareholder  or his  attorney  thereunto  authorized,  is filed with the
records of the meeting.

SECTION 4. QUORUM. Except as otherwise provided by law, to constitute a quorum
for the transaction of any business at any meeting of shareholders, there must
be present, in person or by proxy, holders of a majority of the total number of
shares of the then issued and outstanding shares of the Trust entitled to vote
at such meeting; provided that if a class (or series) of shares is entitled to
vote as a separate class (or series) on any matter, then in the case of that
matter a quorum shall consist of the holders of a majority of the total number
of shares of the then issued and outstanding shares of that class (or series)
entitled to vote at the meeting. Shares owned directly or indirectly by the
Trust, if any, shall not be deemed outstanding for this purpose.

     If a quorum, as above defined,  shall not be present for the purpose of any
vote that may properly come before any meeting of  shareholders  at the time and
place of any  meeting,  the  shareholders  present  in  person  or by proxy  and
entitled to vote at such meeting on such matter holding a majority of the shares
present and entitled to vote on such matter may by vote adjourn the meeting from
time to  time  to be held at the  same  place  without  further  notice  than by
announcement  to be given  at the  meeting  until a  quorum,  as above  defined,
entitled to vote on such matter, shall be present, whereupon any such matter may
be voted upon at the meeting as though held when originally convened.

                                       3
<PAGE>
SECTION 5. VOTING. At each meeting of the shareholders  every shareholder of the
Trust  shall be  entitled to one vote in person or by proxy for each of the then
issued and  outstanding  shares of the Trust then having voting power in respect
of the matter  upon which the vote is to be taken,  standing  in his name on the
books of the  Trust at the time of the  closing  of the  transfer  books for the
meeting,  or, if the books be not closed  for any  meeting,  on the record  date
fixed as  provided in Section 4 of Article VI of these  By-Laws for  determining
the shareholders entitled to vote at such meeting, or if the books be not closed
and no record date be fixed, at the time of the meeting.  The record holder of a
fraction of a share shall be entitled in like manner to  corresponding  fraction
of a vote.  Notwithstanding the foregoing,  the Trustees may, in connection with
the  establishment  of any class (or series) of shares or in proxy materials for
any meeting of  shareholders  or in other  solicitation  materials or by vote or
other action duly taken by them,  establish  conditions  under which the several
classes (or series) shall have separate voting rights or no voting rights.

     All elections of Trustees shall be conducted in any manner  approved at the
meeting of the  shareholders  at which said  election  is held,  and shall be by
ballot if so requested by any shareholder  entitled to vote thereon. The persons
receiving  the greatest  number of votes shall be deemed and  declared  elected.
Except as otherwise  required by law or by the  Declaration of Trust or by these
By-Laws,  all  matters  shall be  decided by a majority  of the votes  cast,  as
hereinabove provided, by persons entitled to vote thereon.

SECTION 6.  PROXIES.  Any  shareholder  entitled  to vote upon any matter at any
meeting of the  shareholders  may so vote by proxy,  provided that such proxy to
act is  authorized to act by (i) a written  instrument,  dated not more than six
months before the meeting and executed  either by the  shareholder  or by his or
her duly  authorized  attorney in fact (who may be so authorized by a writing or
by  any  non-written  means  permitted  by  the  laws  of  The  Commonwealth  of
Massachusetts)  or (ii)  such  electronic,  telephonic,  computerized  or  other
alternative  means as may be approved by a resolution  adopted by the  Trustees,
which  authorization  is  received  not more than six months  before the initial
session of the meeting. Proxies shall be delivered to the Secretary of the Trust
or other person  responsible for recording the proceedings before being voted. A
proxy with  respect to shares held in the name of two or more  persons  shall be
valid if  executed  by one of them  unless at or prior to exercise of such proxy
the Trust  receives a specific  written  notice to the contrary  from any one of
them.  Unless  otherwise  specifically  limited by their  terms,  proxies  shall
entitle  the holder  thereof to vote at any  adjournment  of a meeting.  A proxy
purporting  to be  exercised  by or on behalf of a  shareholder  shall be deemed
valid  unless  challenged  at or prior to its exercise and the burden of proving
invalidity  shall rest on the challenger.  At all meetings of the  shareholders,
unless the voting is  conducted by  inspectors,  all  questions  relating to the
qualifications  of voters,  the  validity  of  proxies,  and the  acceptance  or
rejection of votes shall be decided by the chairman of the meeting.

SECTION 7. CONSENTS.  Any action which may be taken by shareholders may be taken
without a meeting if a majority of  shareholders  entitled to vote on the matter
(or such larger proportion  thereof as shall be required by law, the Declaration
or these  By-Laws for approval of such matter)  consent to the action in writing
and the  written  consents  are  filed  with  the  records  of the  meetings  of
shareholders. Such consents shall be treated for all purposes as a vote taken at
a meeting of shareholders.

                                       4
<PAGE>
SECTION 8. NOTICE OF SHAREHOLDER BUSINESS AND NOMINATIONS

     (A) ANNUAL  MEETINGS  OF  SHAREHOLDERS.  (1)  Nominations  of  persons  for
election of the Board of Trustees and the proposal of business to be  considered
by the  shareholders  may be made  at an  annual  meeting  of  shareholders  (a)
pursuant  to the notice of  meeting  described  in Section 3 of this  Article of
these  By-Laws;  (b) by or at the direction of the Board of Trustees;  or (c) by
any  shareholder  of the  Trust who was a  shareholder  of record at the time of
giving of notice provided for in Section 3 of this Article of these By-Laws, who
is entitled to vote at the meeting and who complied  with the notice  provisions
set forth in this Section 8.

     (2) For  nominations  or other  business  properly to be brought  before an
annual  meeting by a shareholder  pursuant to clause (c) of paragraph  (A)(1) of
this Section 8, the shareholder must have given timely notice thereof in writing
to the  Secretary of the Trust and such other  business  must be a proper matter
for shareholder action. To be timely, a shareholder's  notice shall be delivered
to the Secretary at the principal  executive offices of the Trust not later than
the  close of  business  on the  ninetieth  day nor  earlier  than the  close of
business on the one  hundred-twentieth day prior to the first anniversary of the
preceding year's annual meeting;  provided,  however, that in the event that the
date of the annual  meeting is more than  thirty  days before or more than sixty
days after such anniversary date, notice by the shareholder to be timely must be
so  delivered  not  earlier  than the  close  of  business  on the  later of the
ninetieth day prior to such annual meeting or the tenth day following the day on
which  public  announcement  of the date of such  meeting is first  made.  In no
event,  shall the public  announcement  of an  adjournment  of an annual meeting
commence a new time period for the giving of a shareholder's notice as described
above. Such shareholder's  notice shall set forth (a) as to each person whom the
shareholder  proposes to nominate  for election or  reelection  as a Trustee all
information  relating  to  such  person  that is  required  to be  disclosed  in
solicitations  of proxies  for  election  of  trustees/directors  in an election
contest, or is otherwise required, in each case pursuant to Regulation 14A under
the Securities  Exchange Act of 1934, as amended (the  "Exchange  Act") and Rule
14a-11 thereunder (including such person's written consent to being named in the
proxy statement as a nominee and to serving as a Trustee if elected);  (b) as to
any other business that the shareholder  proposes to bring before the meeting, a
brief description of the business desired to be brought before the meeting,  the
reasons for conducting such business at the meeting and any material interest in
such business of such  shareholder  and the beneficial  owner,  if any, on whose
behalf the proposal is made; and (c) as to the shareholder giving the notice and
the beneficial owner, if any, on whose behalf the nomination or proposal is made
(i) the name and  address of such  shareholder,  as they  appear on the  Trust's
books,  and of such  beneficial  owner and (ii) the  class/series  and number of
shares  of the  Trust  which  are  owned  beneficially  and of  record  by  such
shareholder and such beneficial owner.

     (3) Notwithstanding  anything in the second sentence of paragraph (A)(2) of
this Section 8 to the  contrary,  in the event that the number of Trustees to be
elected  to  the  Board  of  Trustees  is  increased  and  there  is  no  public
announcement  naming all of the nominees for Trustee or  specifying  the size of
the  increased  Board of Trustees  made by the Trust at least one  hundred  days
prior to the  first  anniversary  of the  preceding  year's  annual  meeting,  a
shareholder's notice required by this Section 8 shall also be considered timely,
but  only  with  respect  to  nominees  for any new  positions  created  by such
increase,  if it shall be delivered to the Secretary at the principal  executive
offices  of the  Trust not later  than the  close of  business  on the tenth day
following the day on which such public announcement is first made by the Trust.

                                       5
<PAGE>
     (B) SPECIAL MEETINGS OF SHAREHOLDERS. Only such business shall be conducted
by a special  meeting  of  shareholders  as shall have been  brought  before the
meeting  pursuant to the Trust's  notice of meeting.  Nominations of persons for
election  to the  Board  of  Trustees  may  be  made  at a  special  meeting  of
shareholders at which Trustees are to be elected  pursuant to the Trust's notice
of meeting  (1) by or at the  direction  of the Board of  Trustees or (2) by any
shareholder of the Trust who is a shareholder of record at the time of giving of
notice  provided  for in this  Section 8, who shall be  entitled  to vote at the
meeting and who complies with the notice procedures set forth in this Section 8.
In the event the Trust calls a special meeting of  shareholders  for the purpose
of electing one or more Trustees to the Board of Trustees,  any such shareholder
may  nominate a person or persons  (as the case may be),  for  election  to such
position(s) as specified in the Trust's notice of meeting,  if the shareholder's
notice required by paragraph  (A)(2) of this Section 8 shall be delivered to the
Secretary at the principal  executive  offices of the Trust not earlier than the
close of business on the one hundred-twentieth day prior to such special meeting
and not later than the close of business on the later of the ninetieth day prior
to such  special  meeting  or the tenth day  following  the day on which  public
announcement  is  first  made of the  date  of the  special  meeting  and of the
nominees proposed by the Board of Trustees to be elected at such meeting.  In no
event,  shall the  public  announcement  or  adjournment  of a  special  meeting
commence a new time period for the giving of a shareholder's notice as described
above.

     (C) GENERAL. (1) Only such persons who are nominated in accordance with the
procedures  set forth in this  Section 8 shall be  eligible to serve as Trustees
and only such business shall be conducted at a meeting of  shareholders as shall
have been brought before the meeting in accordance with the procedures set forth
in this Section 8. Except as otherwise provided by law, the Declaration of Trust
or these By-Laws,  the Chairman (or such other officer presiding at the meeting)
shall have the power and duty to determine  whether a nomination or any business
proposed to be brought before the meeting was made, or proposed, as the case may
be, in accordance  with the  procedures  set forth in this Section 8 and, if any
proposed  nomination  or business is not in  compliance  with this Section 8, to
declare that such defective proposal or nomination shall be disregarded.

     (2) For  purposes  of this  Section  8,  "public  announcement"  shall mean
disclosure in a press release reported by the Dow Jones News Service, Associated
Press or comparable national news service or in a document publicly filed by the
Trust with the Securities and Exchange Commission (the "Commission") pursuant to
Section 13, 14 or 15(d) of the Exchange Act.

     (3)  Notwithstanding  the  foregoing   provisions  of  this  Section  8,  a
shareholder  shall also comply with all applicable  requirements of the Exchange
Act and the rules and  regulations  thereunder  with  respect to the matters set
forth in this Section 8. Nothing in this Section 8 shall be deemed to affect any
rights of (a)  shareholders  to request  inclusion  of  proposals in the Trust's
proxy statement pursuant to Rule 14a-8 under the Exchange Act or (b) the holders
of any class of preferred shares of beneficial  interest to elect Trustees under
specified circumstances.

                                       6
<PAGE>
                                    ARTICLE V

                                TRUSTEES MEETINGS

SECTION 1. MEETINGS. The Trustees may in their discretion provide for regular or
stated meetings of the Trustees.  Meetings of the Trustees other than regular or
stated meetings shall be held whenever  called by the Chairman,  President or by
any other  Trustee at the time being in office.  Any or all of the  Trustees may
participate  in  a  meeting  by  means  of a  conference  telephone  or  similar
communications  equipment  by means of which all  persons  participating  in the
meeting can hear each other at the same time,  and  participation  by such means
shall constitute presence in person at a meeting.

SECTION 2.  NOTICES.  Notice of regular  or stated  meetings  need not be given.
Notice  of the time and  place of each  meeting  other  than  regular  or stated
meeting  shall be given by the  Secretary or by the Trustee  calling the meeting
and shall be mailed to each  Trustee at least two days  before the  meeting,  or
shall be  telegraphed,  cabled,  or  wirelessed  to each Trustee at his business
address or personally delivered to him at least one day before the meeting. Such
notice may, however, be waived by all the Trustees. Notice of a meeting need not
be given to any Trustee if a written waiver of notice, executed by him before or
after the meeting,  is filed with the records of the meeting,  or to any Trustee
who attends the meeting without  protesting prior thereto or at its commencement
the lack of notice to him.  A notice or waiver of notice  need not  specify  the
purpose of any special meeting.

SECTION 3. CONSENTS. Any action required or permitted to be taken at any meeting
of the  Trustees  may be taken by the  Trustees  without a meeting  if a written
consent  thereto is signed by all the Trustees and filed with the records of the
Trustees' meetings.  A Trustee may deliver his consent to the Trust by facsimile
machine or other graphic communication equipment.  Such consent shall be treated
as a vote at a meeting for all purposes.

SECTION 4. PLACE OF MEETINGS.  The Trustees  may hold their  meetings  within or
without The Commonwealth of Massachusetts.

SECTION 5.  QUORUM AND MANNER OF ACTING.  A majority  of the  Trustees in office
shall be  present  in person at any  regular  stated or  special  meeting of the
Trustees in order to constitute a quorum for the transaction of business at such
meeting and (except as otherwise  required by the Declaration of Trust, by these
By-Laws or by statute) the act of a majority of the Trustees present at any such
meeting, at which a quorum is present,  shall be the act of the Trustees. In the
event  that  action  is to be taken  with  respect  to the  death,  declination,
resignation, retirement, removal or incapacity of one or more Trustees, a quorum
for the  transaction of such business and any other  business  conducted at such
meeting and (except as otherwise  required by the Declaration of Trust, by these
By-Laws or by statute)  shall be a majority of the  remaining  Trustees  then in
office. In the absence of quorum, a majority of the Trustees present may adjourn
the meeting  from time to time until a quorum  shall be  present.  Notice of any
adjourned meeting need not be given.

                                       7
<PAGE>
                                   ARTICLE VI

                          SHARES OF BENEFICIAL INTEREST

SECTION 1.  CERTIFICATES  FOR SHARES OF BENEFICIAL  INTEREST.  Certificates  for
shares of  beneficial  interest of any class of shares of the Trust,  if issued,
shall be in such form as shall be approved by the Trustees. They shall be signed
by, or in the name of, the Trust by the  President and by the Treasurer and may,
but need not be, sealed with seal of the Trust;  provided,  however,  that where
such  certificate  is signed by a transfer  agent or a transfer  clerk acting on
behalf of the Trust or a registrar other than a Trustee,  officer or employee of
the Trust,  the  signature of the  President  or  Treasurer  and the seal may be
facsimile.  In case any  officer or  officers  who shall have  signed,  or whose
facsimile  signature or signatures  shall have been used on any such certificate
or certificates, shall cease to be such officer or officers of the Trust whether
because  of  death,  resignation  or  otherwise,   before  such  certificate  or
certificates  shall  have been  delivered  by the  Trust,  such  certificate  or
certificates  may  nevertheless  be  adopted  by the  Trust  and be  issued  and
delivered  as though the  person or  persons  who  signed  such  certificate  or
certificates or whose facsimile  signatures shall have been used thereon had not
ceased to be such officer or officers of the Trust.

SECTION 2. TRANSFER OF SHARES. Transfers of shares of beneficial interest of any
shares  of the  Trust  shall be made only on the books of the Trust by the owner
thereof or by his  attorney  thereunto  authorized  by a power of attorney  duly
executed  and filed with the  Secretary or a transfer  agent,  and only upon the
surrender of any  certificate or certificates  for such shares.  The Trust shall
not impose any  restrictions  upon the transfer of the shares of the Trust,  but
this  requirement  shall not prevent the  charging of customary  transfer  agent
fees.

SECTION 3. TRANSFER AGENT AND REGISTRAR;  REGULATIONS.  The Trust shall,  if and
whenever the Trustees shall so determine,  maintain one or more transfer offices
or agencies,  each in the charge of a transfer agent designated by the Trustees,
where  the  shares  of  beneficial  interest  of the  Trust  shall  be  directly
transferable.  The Trust shall, if and whenever the Trustees shall so determine,
maintain  one or more  registry  offices,  each  in the  charge  of a  registrar
designated  by the  Trustees,  where such  shares  shall be  registered,  and no
certificate  for shares of the Trust in respect of which a transfer agent and/or
registrar shall have been designated shall be valid unless countersigned by such
transfer agent and/or registered by such registrar. The principal transfer agent
may be located within or without the  Commonwealth  of  Massachusetts  and shall
have charge of the stock transfer books, lists and records,  which shall be kept
within or without  Massachusetts  in an office  which  shall be deemed to be the
stock transfer  office of the Trust.  The Trustees may also make such additional
rules and  regulations as it may deem expedient  concerning the issue,  transfer
and registration of certificates for shares of the Trust.

SECTION 4. CLOSING OF TRANSFER  BOOKS AND FIXING  RECORD DATE.  The Trustees may
fix in advance a time which shall be not more than  seventy-five days before the
date of any meeting of shareholders, or the date for the payment of any dividend
or the making or any  distribution  to shareholders or the last day on which the
consent or dissent of shareholders may be effectively expressed for any purpose,
as the record date for determining the  shareholders  having the right to notice
of and to vote at such meeting,  and any  adjournment  thereof,  or the right to
receive  such  dividend  or  distribution  or the right to give such  consent or
dissent,  and in such case only shareholders of record on such record date shall
have such  right,  notwithstanding  any  transfer  of shares on the books of the
Trust after the record date. The Trustees may,  without fixing such record date,
close  the  transfer  books  for all or any part of such  period  for any of the
foregoing purposes.

                                       8
<PAGE>
SECTION 5. LOST, DESTROYED OR MUTILATED  CERTIFICATES.  The holder of any shares
of the Trust  shall  immediately  notify the Trust of any loss,  destruction  or
mutilation  of  the  certificate  therefor,  and  the  Trustees  may,  in  their
discretion, cause a new certificate or certificates to be issued to him, in case
of  mutilation  of  the  certificate,   upon  the  surrender  of  the  mutilated
certificate,  or,  in  case  of loss or  destruction  of the  certificate,  upon
satisfactory proof of such loss or destruction and, in any case, if the Trustees
shall so determine, upon the delivery of a bond in such form and in such sum and
with such surety or sureties as the Trustees may direct,  to indemnify the Trust
against any claim that may be made  against it on account of the alleged loss or
destruction of any such certificate.

SECTION 6.  RECORD  OWNER OF SHARES.  The Trust  shall be  entitled to treat the
person in whose  name any share of the Trust is  registered  on the books of the
Trust as the owner thereof, and shall not be bound to recognize any equitable or
other  claim to or  interest  in such  share or  shares on the part of any other
person.

                                   ARTICLE VII

                                   FISCAL YEAR

SECTION 1. FISCAL  YEAR.  The fiscal year of the Trust shall end on such date as
the Trustees may, from time to time, determine.

                                  ARTICLE VIII

                                      SEAL

SECTION 1. SEAL.  The  Trustees  may adopt a seal of the Trust which shall be in
such form and shall have such inscription  thereon as the Trustees may from time
to time prescribe.

                                   ARTICLE IX

                               INSPECTION OF BOOKS

SECTION 1.  INSPECTION OF BOOKS.  The Trustees shall from time to time determine
whether  and to what  extent,  and at what  times and  places,  and  under  what
conditions  and  regulations  the accounts and books of the Trust or any of them
shall be open to the inspection of the  shareholders;  and no shareholder  shall
have any right to inspect any account or book or document of the Trust except as
conferred  by  law  or  authorized  by  the  Trustees  or by  resolution  of the
shareholders.

                                       9
<PAGE>
                                    ARTICLE X

                     PRINCIPAL CUSTODIAN AND SUB-CUSTODIANS

SECTION 1.  PRINCIPAL  CUSTODIAN.  The following  provisions  shall apply to the
employment of the principal Custodian pursuant to the Declaration of Trust:

     (A)       The Trust may employ the principal Custodian:

               (1)  To hold  securities  owned by the Trust and deliver the same
                    upon written  order or oral order,  if confirmed in writing,
                    or by such  electro-mechanical  or electronic devices as are
                    agreed to by the Trust and such Custodian;

               (2)  To receive  and  receipt for any moneys due to the Trust and
                    deposit  the same in its own banking  department  or, as the
                    Trustees may direct,  in any bank,  trust company or banking
                    institution  approved by such  Custodian,  provided that all
                    such deposits shall be subject only to the draft or order of
                    such Custodian; and

               (3)  To disburse such funds upon orders or vouchers.

     (B)       The Trust may also employ such Custodian as its agent:

               (1)  To keep the books  and  accounts  of the  Trust and  furnish
                    clerical and accounting services; and

               (2)  To  compute  the net asset  value  per  share in the  manner
                    approved by the Trust.

     (C)       All of the foregoing  services shall be performed upon such basis
               of  compensation  as may be agreed upon between the Trust and the
               principal  Custodian.  If so directed by vote of the holders of a
               majority  of the  outstanding  shares  of  Trust,  the  principal
               Custodian  shall  deliver and pay over all  property of the Trust
               held by it as specified in such vote.

     (D)       In case of the resignation,  removal or inability to serve of any
               such Custodian,  the Trustees shall promptly appoint another bank
               or trust company  meeting the  requirements of the Declaration of
               Trust as successor  principal  Custodian.  The agreement with the
               principal  Custodian  shall  provide that the retiring  principal
               Custodian  shall,  upon  receipt  of notice of such  appointment,
               deliver the funds and property of the Trust in its  possession to
               and only to such  successor,  and that pending  appointment  of a
               successor principal  Custodian,  or a vote of the shareholders to
               function without a principal  Custodian,  the principal Custodian
               shall  not  deliver  funds  and  property  of  the  Trust  to the
               Trustees,  but may deliver them to a bank or trust  company doing
               business in Boston,  Massachusetts,  of its own selection, having
               an aggregate capital,  surplus and undivided profits, as shown by

                                       10
<PAGE>
               its last published  report,  of not less than $2,000,000,  as the
               property of the Trust to be held under terms  similar to those on
               which they were held by the retiring principal Custodian.

SECTION 2.  SUB-CUSTODIAN.  The Trust may also authorize the principal Custodian
to employ one or more  sub-custodians  from time to time to perform  such of the
acts and services of the Custodian and upon such terms and  conditions as may be
agreed upon between the Custodian and sub-custodian.

SECTION 3. SECURITIES DEPOSITORIES,  ETC. Subject to such rules, regulations and
orders as the  Commission  may  adopt,  the Trust may  authorize  or direct  the
principal  Custodian  or any  sub-custodian  to  deposit  all or any part of the
securities in or with one or more  depositories or clearing  agencies or systems
for the central handling of securities or other  book-entry  systems approved by
the Trust,  or in or with such other  persons or systems as may be  permitted by
the Commission,  or otherwise in accordance with the Act,  pursuant to which all
securities of any particular  class or series of any issuer deposited within the
system are treated as fungible and may be  transferred or pledged by bookkeeping
entry  without  physical  delivery of such  securities,  provided  that all such
deposits shall be subject to withdrawal  only upon the order of the Trust or the
principal  Custodian  or the  sub-custodian.  The Trust may also  authorize  the
deposit in or with one or more eligible foreign custodians (or in or with one or
more foreign depositories, clearing agencies or systems for the central handling
of securities) of all or part of the Trust's  foreign assets,  securities,  cash
and cash  equivalents  in amounts  reasonably  necessary  to effect the  Trust's
foreign investment transactions,  in accordance with such rules, regulations and
orders as the Commission may adopt.

                                   ARTICLE XI

                   LIMITATION OF LIABILITY AND INDEMNIFICATION

SECTION 1. LIMITATION OF LIABILITY. Provided they have exercised reasonable care
and have acted under the  reasonable  belief that their  actions are in the best
interest of the Trust,  the Trustees shall not be  responsible  for or liable in
any event for neglect or wrongdoing of them or any officer,  agent,  employee or
investment  adviser of the Trust,  but nothing  contained in the  Declaration of
Trust or herein  shall  protect any Trustee  against any  liability  to which he
would  otherwise be subject by reason of wilful  misfeasance,  bad faith,  gross
negligence  or reckless  disregard of the duties  involved in the conduct of his
office.

SECTION 2.  INDEMNIFICATION OF TRUSTEES AND OFFICERS.  The Trust shall indemnify
each  person  who was or is a party or is  threatened  to be made a party to any
threatened,  pending or completed  action,  suit or  proceeding,  whether civil,
criminal,  administrative or investigative,  by reason of the fact that he is or
has been a Trustee,  officer,  employee or agent of the Trust, or is or has been
serving at the request of the Trust as a Trustee, director, officer, employee or
agent  of  another  corporation,  partnership,  joint  venture,  trust  or other
enterprise,  against expenses (including attorneys' fees), judgments,  fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding, provided that:

     (a)  such person acted in good faith and in a manner he reasonably believed
          to be in or not opposed to the best interests of the Trust,

     (b)  with  respect  to  any  criminal  action  or  proceeding,  he  had  no
          reasonable cause to believe his conduct was unlawful,

                                       11
<PAGE>
     (c)  unless  ordered  by a court,  indemnification  shall  be made  only as
          authorized   in  the   specific   case  upon  a   determination   that
          indemnification of the Trustee,  officer,  employee or agent is proper
          in the  circumstances  because he has met the  applicable  standard of
          conduct  set forth in  subparagraphs  (a) and (b) above and (e) below,
          such determination to be made based upon a review of readily available
          facts  (as  opposed  to a full  trial-type  inquiry)  by (i) vote of a
          majority of the Disinterested  Trustees acting on the matter (provided
          that a majority of the  Disinterested  Trustees  then in office act on
          the matter) or (ii) by independent legal counsel in a written opinion,

     (d)  in the case of an  action  or suit by or in the  right of the Trust to
          procure a judgment in its favor, no  indemnification  shall be made in
          respect of any claim,  issue or matter as to which such  person  shall
          have been  adjudged to be liable for  negligence  or misconduct in the
          performance  of his duty to the Trust  unless  and only to the  extent
          that the court in which such action or suit is brought,  or a court of
          equity in the  county in which  the  Trust has its  principal  office,
          shall determine upon  application  that,  despite the  adjudication of
          liability  but in view of all the  circumstances  of the  case,  he is
          fairly and  reasonably  entitled to indemnify for such expenses  which
          such court shall deem proper, and

     (e)  no  indemnification  or other protection shall be made or given to any
          Trustee or officer of the Trust  against any liability to the Trust or
          to its  security  holders  to which he would  otherwise  be subject by
          reason of willful misfeasance, bad faith, gross negligence or reckless
          disregard of the duties involved in the conduct of his office.

     Expenses  (including  attorneys'  fees) incurred with respect to any claim,
action, suit or proceeding of the character described in the preceding paragraph
shall be paid by the Trust in  advance  of the final  disposition  thereof  upon
receipt of an  undertaking  by or on behalf of such  person to repay such amount
unless it shall  ultimately be determined  that he is entitled to be indemnified
by the Trust as authorized by this Article, provided that either:

     (1)  such undertaking is secured by a surety bond or some other appropriate
          security  provided  by the  recipient,  or the Trust  shall be insured
          against losses arising out of any such advances; or

     (2)  a  majority  of  the  Disinterested  Trustees  acting  on  the  matter
          (provided  that a majority of the  Disinterested  Trustees  act on the
          matter) or an  independent  legal  counsel in a written  opinion shall
          determine,  based upon a review of readily available facts (as opposed
          to a full  trial-type  inquiry),  that there is reason to believe that
          the recipient ultimately will be found entitled to indemnification.

     As used in this Section 2, a "Disinterested  Trustee" is one who is not (i)
an "Interested  Person," as defined in the Act, of the Trust  (including  anyone
who has been exempted from being an "Interested Person" by any rule, regulation,
or order of the  Commission),  or (ii)  involved in the claim,  action,  suit or
proceeding.

                                       12
<PAGE>
     The  termination  of any action,  suit or  proceeding  by judgment,  order,
settlement,  conviction,  or upon a plea of nolo  contendere or its  equivalent,
shall not, of itself,  create a presumption  that the person did not act in good
faith and in a manner  which he  reasonably  believed to be in or not opposed to
the best  interests  of the Trust,  or with  respect to any  criminal  action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

SECTION 3.  INDEMNIFICATION  OF SHAREHOLDERS.  In case any shareholder or former
shareholder  shall be held to be personally liable solely by reason of his being
or having been a  shareholder  and not because of his acts or  omissions  or for
some  other  reason,  the  shareholder  or  former  shareholder  (or his  heirs,
executors,  administrators or other legal  representatives,  or in the case of a
corporation or other entity,  its corporate or other general successor) shall be
entitled  out of the  Trust  estate  to be held  harmless  from and  indemnified
against all loss and expense arising from such liability.  The Trust shall, upon
request by the  shareholder,  assume the  defense of any claim made  against any
shareholder  for any act or  obligation  of the Trust and satisfy  any  judgment
thereon.  A holder of shares of a series  shall be entitled  to  indemnification
hereunder only out of assets allocated to that series.

                                   ARTICLE XII

                             REPORT TO SHAREHOLDERS

SECTION 1. REPORTS TO  SHAREHOLDERS.  The Trustees shall at least  semi-annually
transmit by written, electronic,  computerized or other alternative means to the
shareholders  a  written  financial  report  of the  transactions  of the  Trust
including  financial  statements  which shall at least  annually be certified by
independent public accountants.

                                  ARTICLE XIII

                                   AMENDMENTS

SECTION 1.  AMENDMENTS.  These  By-Laws  may be  amended  at any  meeting of the
Trustees  by a vote of a majority  of the  Trustees  then in  office;  provided,
however,  that any  provision  of Article XI may be amended only by a two-thirds
vote.




Dated:  March 30, 2005









                                       13
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>COVER
<SEQUENCE>4
<FILENAME>filename4.txt
<TEXT>






KIRKPATRICK & LOCKHART NICHOLSON GRAHAM LLP
75 State Street
Boston, MA  02109
Tel.:  (617) 261-3163
Fax.:  (617) 261-3175


April 8, 2005

VIA EDGAR
---------

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

     Re:  Eaton Vance Tax-Managed Global Buy-Write Opportunities Fund
          Registration Statement on Form N-2 (333-___; 811- 21745)

Ladies and Gentlemen:

     Transmitted electronically with this letter for filing pursuant to the
Securities Act of 1933, as amended, and the Investment Company Act of 1940, as
amended, on behalf of Eaton Vance Tax-Managed Global Buy-Write Opportunities
Fund (the "Fund") is a registration statement on Form N-2 relating to
Registrant's initial issuance of common shares of beneficial interest, par value
$.01 per share (the "Registration Statement"). The Fund has filed electronically
a Notification of Registration on Form N-8A in conjunction with this filing.

     The Fund is a newly-organized, closed-end management investment company and
the Registration Statement is being filed for the purpose of registering common
shares of beneficial interest of the Fund. The registration fee for purposes of
the initial filing of $117.70 has been wired through the FEDWIRE system to the
Securities and Exchange Commission's ("SEC") account at Mellon Bank. The
Registration Statement transmitted with this letter contains conformed signature
pages, the manually executed originals of which are maintained at the offices of
the Fund.

     The SEC staff follows selective review procedures for registration
statements, set forth in Securities Act Release No. 6510 (Feb. 15, 1984), which
are applicable to all management investment company registration statements. The
staff may determine not to review a registration statement (or portions of a
registration statement) based on similarity to prior filings that have been
reviewed by the staff. Based on these procedures, a registrant may identify
portions of prior filings similar or identical to, and intended to serve as
precedent for, a current filing.

     The Fund is substantially similar to a fund currently in registration and
in this regard, the disclosure in the Registration Statement regarding the Fund
is substantially similar to that contained in the Form N-2 registration
statement filed on behalf of Eaton Vance Tax-Managed Buy-Write Income Fund

<PAGE>

Securities and Exchange Commission
Page 2


(333-120666; 811-21676), pre-effective amendment No. 1 filed March 23, 2005. The
Fund's investment objectives are identical to Eaton Vance Tax-Managed Buy-Write
Income Fund, however the Fund's investment strategy differs in that its
investment program will consist of (1) owning a diversified portfolio of common
stocks, distinct segments of which seek to exceed the total return performance
of certain broad-based indices (each such index is referred to as an "Index and
each such portfolio segment as a "Segment""), and (2) selling on a continuous
basis Index call options on substantially the full value of each Segment.
Initially, the indices represented by the Segments will be the Standard & Poor's
500 Composite Stock Price Index ("S&P"), the Dow Jones EURO STOXX 50, the FTSE
100 and the Nikkei 225. Under normal market conditions, the Fund will invest at
least 35% of its total assets in the securities of non-U.S. issuers. The Eaton
Vance Tax-Managed Buy-Write Income Fund follows an index buy-write strategy
based only upon the S&P 500 and is not required to invest in stocks of non-U.S.
issuers although it may do so to a limited extent. Additional disclosure has
been added to this Registration Statement to reflect the risks associated with
such foreign investments.

     Except as stated above, the Registration Statement is substantially
identical to the above registration statement. Thus, the staff may conclude that
the entire Registration Statement needs only cursory (if any) review.

     The Fund desires to commence the public offering of its common shares as
soon as possible and expects to begin circulating a "red herring" prospectus
during the month of May. The appropriate legends are included on the cover pages
of the prospectus and SAI. The Fund requests selective review as discussed above
and seeks comments, if any, on the Registration Statement as soon as possible.
It is expected that the Fund will file a pre-effective amendment responding to
any comments and registering additional shares promptly after the resolution of
any comments, along with a request for acceleration of effectiveness of the
Registration Statement.

     Questions should be directed either to Clair Pagnano at (617) 261-3246 or
to the undersigned at (617) 261-3163.



                                                    Sincerely,



                                                    /s/ Mark P. Goshko
                                                    ------------------
                                                    Mark P. Goshko
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