<SEC-DOCUMENT>0000950135-05-004937.txt : 20120827
<SEC-HEADER>0000950135-05-004937.hdr.sgml : 20120827

<ACCEPTANCE-DATETIME>20050824095307

<PRIVATE-TO-PUBLIC>

ACCESSION NUMBER:		0000950135-05-004937

CONFORMED SUBMISSION TYPE:	N-2/A

PUBLIC DOCUMENT COUNT:		18

FILED AS OF DATE:		20050824

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/A

		SEC ACT:		1933 Act

		SEC FILE NUMBER:	333-123961

		FILM NUMBER:		051044916



	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/A

		SEC ACT:		1940 Act

		SEC FILE NUMBER:	811-21745

		FILM NUMBER:		051044915



	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/A
<SEQUENCE>1
<FILENAME>b56372a1nv2za.txt
<DESCRIPTION>EATON VANCE TAX-MANAGED GLOBAL BUY-WRITE OPPORTUNITIES FUND
<TEXT>
<PAGE>

         As filed with the Securities and Exchange Commission on August 24, 2005
                                                    1933 Act File No. 333-123961
                                                     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     [ ]
                        PRE-EFFECTIVE AMENDMENT NO. 1      [X]
                        POST-EFFECTIVE AMENDMENT NO. __    [ ]

                                     AND/OR

                        REGISTRATION STATEMENT UNDER THE
                       INVESTMENT COMPANY ACT OF 1940      [ ]
                                AMENDMENT NO. 1            [X]
                        (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:

<TABLE>
<S>                                                      <C>
            MARK P. GOSHKO, ESQ.                         LEONARD B. MACKEY, ESQ.
KIRKPATRICK & LOCKHART NICHOLSON GRAHAM LLP               CLIFFORD CHANCE US LLP
              75 STATE STREET                              31 WEST 52ND STREET
        BOSTON, MASSACHUSETTS 02109                         NEW YORK, NY 10019
</TABLE>

     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)

CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------
                                                         PROPOSED         PROPOSED
                                                          MAXIMUM          MAXIMUM
                                       AMOUNT BEING      OFFERING         AGGREGATE         AMOUNT OF
                                        REGISTERED    PRICE PER UNIT   OFFERING PRICE   REGISTRATION FEES
TITLE OF SECURITIES BEING REGISTERED        (1)             (1)              (1)            (1)(2)(3)
---------------------------------------------------------------------------------------------------------
<S>                                    <C>            <C>              <C>              <C>
Common Shares of Beneficial
Interest, $0.01 par value                 50,000          $20.00         $1,000,000          $117.70
---------------------------------------------------------------------------------------------------------
</TABLE>

(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.

(3)  A registration fee of $117.70 was previously paid in connection with the
     initial filing filed on April 8, 2005.

                                   ----------

     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 OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

PRELIMINARY PROSPECTUS           Subject to Completion           August 23, 2005
--------------------------------------------------------------------------------

                              SHARES

                EATON VANCE TAX-MANAGED GLOBAL BUY-WRITE OPPORTUNITIES FUND

                COMMON SHARES
[EATON VANCE LOGO]
--------------------------------------------------------------------------------

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

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

INVESTMENT ADVISER AND SUB-ADVISERS.  The Fund's investment adviser is Eaton
Vance Management ("Eaton Vance" or the "Adviser"). As of July 31, 2005, Eaton
Vance and its subsidiaries managed approximately $106 billion on behalf of
funds, institutional clients and individuals, including approximately $64.6
billion in equity assets. Eaton Vance has engaged its affiliate, Parametric
Portfolio Associates LLC ("Parametric" or a "Sub-Adviser"), as a sub-adviser to
the Fund. Parametric, founded in 1987, specializes in managing broadly
diversified, risk controlled and tax-efficient portfolios for high net worth and
investment company clients. Parametric managed approximately $12.8 billion in
assets as of July 31, 2005. Eaton Vance has also engaged Rampart Investment
Management Company, Inc. ("Rampart" or a "Sub-Adviser"), as a sub-adviser of the
Fund. Rampart, founded in 1983, specializes in options management and trading
for institutional, high net worth and investment company clients. Rampart
managed approximately $4.48 billion in assets as of June 30, 2005. Eaton Vance
will be responsible for managing the Fund's overall investment program,
providing research support to the Sub-Advisers and supervising the performance
of the Sub-Advisers. Parametric will be responsible for structuring and managing
the Fund's common stock portfolio, including tax-loss harvesting and other
tax-management techniques, relying in part on the fundamental research and
analytical judgments of the Adviser. Parametric has developed specialized
programs and systems that are designed to provide for efficient implementation
of the Fund's strategies. Rampart will be responsible for providing advice on,
and execution of, the Fund's options strategy.        (continued on inside front
cover)

BECAUSE THE FUND IS NEWLY ORGANIZED, ITS COMMON SHARES HAVE NO HISTORY OF PUBLIC
TRADING. THE SHARES OF CLOSED-END INVESTMENT COMPANIES OFTEN TRADE AT A DISCOUNT
FROM THEIR NET ASSET VALUE, WHICH MAY INCREASE INVESTORS' RISK OF LOSS.

BEFORE BUYING ANY COMMON SHARES YOU SHOULD READ THE DISCUSSION OF THE MATERIAL
RISKS OF INVESTING IN THE FUND IN "PRINCIPAL RISKS OF THE FUND" BEGINNING ON
PAGE 34 OF THIS PROSPECTUS. CERTAIN OF THE RISKS ARE SUMMARIZED IN "PROSPECTUS
SUMMARY--PRINCIPAL RISKS OF THE FUND" BEGINNING ON PAGE 9.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

<Table>
<Caption>
                                   PRICE TO PUBLIC   SALES LOAD(2)   ESTIMATED OFFERING EXPENSES(3)     PROCEEDS TO FUND
------------------------------------------------------------------------------------------------------------------------
<S>                                <C>               <C>             <C>                                <C>
Per Share                                $20.00            $0.90                    $0.04                      $19.10
------------------------------------------------------------------------------------------------------------------------
Total(1)                             $                $                        $                           $
------------------------------------------------------------------------------------------------------------------------
</Table>

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

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

--------------------------------------------------------------------------------
(continued from previous page)

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

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

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

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

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

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

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

This Prospectus sets forth concisely information you should know before
investing in the shares of the Fund. Please read and retain this Prospectus for
future reference. A Statement of Additional Information dated           , 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
62 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.

--------------------------------------------------------------------------------
                                       II
<PAGE>

The Fund's shares do not represent a deposit or obligation of, and are not
guaranteed or endorsed by, any bank or other insured depository institution, and
are not federally insured by the Federal Deposit Insurance Corporation, the
Federal Reserve Board or any other government agency.

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

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

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

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

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

<Table>
<S>                                     <C>
Prospectus summary....................    1
Summary of Fund expenses..............   17
The Fund..............................   18
Use of proceeds.......................   18
Investment objectives and policies....   18
Principal risks of the Fund...........   34
Management of the Fund................   41
Distributions.........................   44
Federal income tax matters............   46
Dividend reinvestment plan............   50
Description of capital structure......   52
Underwriting..........................   58
Custodian and transfer agent..........   61
Legal opinions........................   61
Reports to shareholders...............   61
Independent registered public
  accounting firm.....................   61
Additional information................   61
Table of contents for the Statement of
  Additional Information..............   62
The Fund's privacy policy.............   63
</Table>

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

--------------------------------------------------------------------------------
                                       III
<PAGE>

Prospectus summary

THE FUND

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

THE OFFERING

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

INVESTMENT OBJECTIVES AND STRATEGIES

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

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

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

                                                                               1
<PAGE>

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

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

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

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

 2
<PAGE>

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

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

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

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

INVESTMENT SELECTION STRATEGIES

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

The 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. The Fund will sell only
"covered" call options. An index call option is considered covered if the Fund
maintains with its custodian assets determined to be liquid (in accordance with
procedures established by the Board) in an amount at least equal to the contract
value of the index. An index call

                                                                               3
<PAGE>

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

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

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

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

The Fund expects to sell on a continuous basis call options on broad-based
domestic stock indices on at least 80% of the value of the U.S. Segment and call
options on broad-based foreign country and/or regional stock indices on at least
80% of the value of the International Segment. Under normal

 4
<PAGE>

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
options that are exchange-listed and "European style," meaning that the options
may be exercised only 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 will be slightly above the
current level of the index at the time the options are written. The Fund may
also sell index options that are more substantially "out-of-the-money." Such
options that are more substantially "out-of-the-money" provide greater potential
for the Fund to realize capital appreciation on its portfolio stocks but
generally would pay a lower premium than options that are slightly
"out-of-the-money." The Adviser expects initially to follow a primary options
strategy of selling index call options with a remaining maturity of between
approximately one and three months and maintaining its short call option
positions until approximately their option valuation date, at which time
replacement call option positions with a remaining maturity within this range
are written.

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

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

                                                                               5
<PAGE>

taken. The Fund's investment program and the tax treatment of Fund distributions
may be affected by IRS interpretations of the Code and future changes in tax
laws and regulations, including changes resulting from the "sunset" provisions
described above that would have the effect of repealing the favorable treatment
of qualified dividend income and reimposing the higher tax rates applicable to
ordinary income in 2009, unless further legislative action is taken.

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

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

The foregoing policies relating to investments in common stocks and options
writing are the Fund's primary investment policies. In addition to its primary
investment policies, the Fund may invest to a limited extent in other types of
securities and engage in certain other investment practices. In addition to
writing index call options, the Fund may write call options on up to 20% of the
value of its total assets on futures contracts based upon broad-based securities
indices. The Fund's use of such options on index futures would be substantially
similar to its use of options directly on indices. The Fund may also invest up
to 20% of its total assets in other derivative instruments acquired for hedging,
risk management and investment purposes (to gain exposure to securities,
securities markets, markets indices and/or currencies consistent with its
investment objectives and policies), provided that no more than 10% of the
Fund's total assets may be invested in such derivative instruments acquired for
non-hedging purposes. To seek to protect against price declines in securities
holdings with large accumulated gains, the Fund may use various hedging
techniques (such as the purchase and sale of futures contracts on stocks and
stock indices and options thereon, equity swaps, covered short sales, forward
sales of stocks and the purchase and sale of forward currency exchange contracts
and currency futures). By using these techniques rather than selling appreciated
securities, the Fund can,

 6
<PAGE>

within certain limitations, reduce its exposure to price declines in the
securities without realizing substantial capital gains under current tax law.
Derivative instruments may also be used by the Fund to enhance returns or as a
substitute for the purchase or sale of securities. As a general matter,
dividends received on hedged stock positions are characterized as ordinary
income and are not eligible for favorable tax treatment. Dividends received on
securities with respect to which the Fund is obligated to make related payments
(pursuant to short sales or otherwise) will be treated as fully taxable ordinary
income (i.e., income other than tax-advantaged dividends). In addition, use of
derivatives may give rise to short-term capital gains and other income that
would not qualify for favorable tax treatment. See "Investment objectives and
polices."

LISTING

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

INVESTMENT ADVISER, ADMINISTRATOR AND SUB-ADVISERS

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

DISTRIBUTIONS

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

The Fund's annual distributions will likely differ from annual net investment
income. The investment income of the Fund will consist of all dividend and
interest income accrued on portfolio investments, short-term capital gain
(including short-term gains on option positions and gains on the sale of
portfolio investments held for one year or less) in excess of long-term capital
loss and income from certain hedging transactions, less all expenses of the
Fund. Expenses of the Fund will be accrued each

                                                                               7
<PAGE>

day. To the extent that the Fund's net investment income for any year exceeds
the total quarterly distributions paid during the year, the Fund will make a
special distribution at or near year-end of such excess amount as may be
required. Over time, all of the Fund's investment company taxable income will be
distributed.

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

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

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

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

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

DIVIDEND REINVESTMENT PLAN

The Fund has established a dividend reinvestment plan (the "Plan"). Under the
Plan, a Common Shareholder may elect to have all distributions automatically
reinvested in additional Common Shares either purchased in the open market or
newly issued by the Fund if the Common Shares are trading at or above their net
asset value. Common Shareholders may elect to participate in the Plan by

 8
<PAGE>

completing the dividend reinvestment plan application form. Common Shareholders
who do not elect to participate in the Plan will receive all distributions in
cash paid by check mailed directly to them by PFPC Inc., as dividend paying
agent. Common Shareholders who intend to hold their Common Shares through a
broker or nominee should contact such broker or nominee to determine whether or
how they may participate in the Plan. See "Dividend reinvestment plan."

CLOSED-END STRUCTURE

Closed-end funds differ from, open-end management investment companies (commonly
referred to as mutual funds) in that closed-end funds generally list their
shares for trading on a securities exchange and do not redeem their shares at
the option of the shareholder. By comparison, mutual funds issue securities that
are redeemable at net asset value at the option of the shareholder and typically
engage in a continuous offering of their shares.

Shares of closed-end funds frequently trade at a discount from their net asset
value. In recognition of this possibility and that any such discount may not be
in the interest of Common Shareholders, the Fund's Board, in consultation with
Eaton Vance, from time to time may review possible actions to reduce any such
discount. The Board might consider open market repurchases or tender offers for
Common Shares at net asset value. There can be no assurance that the Board will
decide to undertake any of these actions or that, if undertaken, such actions
would result in the Common Shares trading at a price equal to or close to net
asset value per Common Share. The Board might also consider the conversion of
the Fund to an open-end mutual fund. The Board believes, however, that the
closed-end structure is desirable, given the Fund's investment objectives and
policies. Investors should assume, therefore, that it is highly unlikely that
the Board would vote to convert the Fund to an open-end investment company.

PRINCIPAL RISKS OF THE FUND

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

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

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

EQUITY RISK
Under normal market conditions, the Fund will invest at least 80% of its total
assets in a diversified portfolio of common stocks of domestic and foreign
issuers. Therefore, a principal risk of investing in

                                                                               9
<PAGE>

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

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

Because foreign companies are not subject to uniform accounting, auditing and
financial reporting standards, practices and requirements comparable to those
applicable to U.S. companies, there may be less or less reliable publicly
available information about a foreign company than about a domestic company.
Volume and liquidity in most foreign markets are less than in the United States
and securities of some foreign companies are less liquid and more volatile than
securities of comparable U.S. companies. There is generally less government
supervision and regulation of securities exchanges, broker-dealers and listed
companies than in the United States. Mail service between the United States and
foreign countries may be slower or less reliable than within the United States,
thus increasing the risk of delayed settlements of portfolio transactions for,
or loss of certificates of, portfolio securities. Payment for securities before
delivery may be required. In addition, with respect to certain foreign
countries, there is the possibility of expropriation or confiscatory taxation,
political or social instability, or diplomatic developments, which could affect
investments in those countries. Moreover, individual foreign economies may
differ favorably or unfavorably from the U.S. economy in such respects as growth
of gross national product, rate of inflation, capital reinvestment, resource
self-sufficiency and balance of payments position. Foreign securities markets,
while growing in volume and sophistication, are generally not as developed as
those in the United States, and securities of some foreign issuers (particularly
those located in developing countries) may be less liquid and more volatile than
securities of comparable U.S. companies. The risks of foreign investments
described above apply to an even greater extent to investments in emerging
markets.

 10
<PAGE>

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

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

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

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

                                                                              11
<PAGE>

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

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

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

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

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,

 12
<PAGE>

the exercise of index call options sold by the Fund may require the Fund to sell
portfolio securities to generate cash at inopportune times or for unattractive
prices.

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

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 "Federal income tax matters" for an explanation of the
federal income tax consequences and attendant risks of investing in the Fund.
Although the Fund seeks to minimize and defer the federal income taxes incurred
by Common Shareholders in connection with their investment in the Fund, there
can be no assurance that it will be successful in this regard. The tax treatment
and characterization of the Fund's distributions may change over time due to
changes in the Fund's mix of investment returns and changes in the federal tax
laws, regulations and administrative and judicial interpretations. Distributions
paid on the Common Shares may be characterized variously as non-qualified
dividends (taxable at ordinary income rates), qualified dividends and capital
gains dividends (each taxable at long-term capital gains rates) or return of
capital (not currently taxable). The ultimate tax characterization of the Fund's
distributions made in a calendar year may not finally be determined until after
the end of that calendar year. Distributions to a Common Shareholder that are
return of capital will be tax free to the amount of the Common Shareholder's
current tax basis in his or her Common Shares, with any distribution amounts
exceeding such basis treated as capital gain on a

                                                                              13
<PAGE>

deemed sale of Common Shares. Common Shareholders are required to reduce their
tax basis in Common Shares by the amount of tax-free return of capital
distributions received, thereby increasing the amount of capital gain (or
decreasing the amount of capital loss) to be recognized upon a later disposition
of the Common Shares. In order for Fund distributions of qualified dividend
income to be taxable at favorable long-term capital gains rates, a Common
Shareholder must meet certain prescribed holding period and other requirements
with respect to his or her Common Shares. If positions held by the Fund were
treated as "straddles" for federal income tax purposes, dividends on such
positions would not constitute qualified dividend income subject to favorable
income tax treatment. Gain or loss on positions in a straddle are subject to
special (and generally disadvantageous) rules. A portion of the Fund's written
index options may not qualify as "section 1256 contracts," and any gain or loss
thereon would be realized upon disposition or termination of the positions and
would be treated as short-term gain or loss. See "Federal income tax matters."

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

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.

 14
<PAGE>

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

INFLATION RISK
Inflation risk is the risk that the purchasing power of assets or income from
investments will be worth less in the future as inflation decreases the value of
money. As inflation increases, the real value of the Common Shares and
distributions thereon can decline.

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

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.

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

                                                                              15
<PAGE>

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

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

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

 16
<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.

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

<Table>
<Caption>
                                                                PERCENTAGE OF NET ASSETS
                                                              ATTRIBUTABLE TO COMMON SHARES
-------------------------------------------------------------------------------------------
<S>                                                           <C>
ANNUAL EXPENSES
  Management fees...........................................              1.00%
  Other expenses............................................              0.20%(3)
                                                                          ----
  Total annual expenses.....................................              1.20%
                                                                          ====
</Table>

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

(2) You will be charged a $5.00 service charge and pay brokerage charges if you
    direct the plan agent to sell your Common Shares held in a dividend
    reinvestment account.

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

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

EXAMPLE

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

<Table>
<Caption>
1 YEAR   3 YEARS   5 YEARS   10 YEARS
-------------------------------------
<S>      <C>       <C>       <C>
$59        $83      $110       $186
</Table>

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

                                                                              17
<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"). 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 load) that exceed $0.04 per Common Share.

Investment objectives and policies

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, a segment of
which (the "U.S. Segment") holds stocks of U.S. issuers and a segment of which
(the "International Segment") holds stocks of non-U.S. issuers, and (2) selling
on a continuous basis call options on broad-based domestic stock indices on at
least 80% of the value of the U.S. Segment and call options on broad-based
foreign country and/or regional stock indices on at least 80% of the value of
the International Segment.

PRIMARY INVESTMENT POLICIES

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

--------------------------------------------------------------------------------
 18
<PAGE>
INVESTMENT OBJECTIVES AND POLICIES
--------------------------------------------------------------------------------

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

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

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

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

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

--------------------------------------------------------------------------------
                                                                              19
<PAGE>
INVESTMENT OBJECTIVES AND POLICIES
--------------------------------------------------------------------------------

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

FOREIGN SECURITIES
The Fund will have substantial exposure to foreign securities. The value of
foreign securities is affected by changes in currency rates, foreign tax laws
(including withholding tax), government policies (in this country or abroad),
relations between nations and trading, settlement, custodial and other
operational risks. In addition, the costs of investing abroad are generally
higher than in the United States, and foreign securities markets may be less
liquid, more volatile and less subject to governmental supervision than markets
in the United States. Foreign investments also could be affected by other
factors not present in the United States, including expropriation, armed
conflict, confiscatory taxation, lack of uniform accounting and auditing
standards, less publicly available financial and other information and potential
difficulties in enforcing contractual obligations. As an alternative to holding
foreign-traded securities, the Fund may invest in dollar-denominated securities
of foreign companies that trade on U.S. exchanges or in the U.S.
over-the-counter market (including depositary receipts, which evidence ownership
in underlying foreign securities). Dividends received with respect to stock of a
foreign corporation may qualify for the reduced rates of federal income taxation
applicable to qualified dividend income only if such corporation satisfies the
requirements to be a "qualified foreign corporation."

Because foreign companies are not subject to uniform accounting, auditing and
financial reporting standards, practices and requirements comparable to those
applicable to U.S. companies, there may be less publicly available information
about a foreign company than about a domestic company. Volume and liquidity in
most foreign debt markets are less than in the United States and securities of
some foreign companies are less liquid and more volatile than securities of
comparable U.S. companies. There is generally less government supervision and
regulation of securities exchanges, broker-dealers and listed companies than in
the United States. Mail service between the United States and foreign countries
may be slower or less reliable than within the United States, thus increasing
the risk of delayed settlements of portfolio transactions or loss of
certificates for portfolio securities. Payment for securities before delivery
may be required. In addition, with respect to certain foreign countries, there
is the possibility of expropriation or confiscatory taxation, political or
social instability, or diplomatic developments, which could affect investments
in those countries. Moreover, individual foreign economies may differ favorably
or unfavorably from the U.S. economy in such respects as growth of gross
national product, rate of inflation, capital reinvestment, resource
self-sufficiency and balance of payments position. Foreign securities markets,
while growing in volume and sophistication, are generally not as developed as
those in the United States, and securities of some foreign issuers

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

American Depositary Receipts ("ADRs"), European Depositary Receipts ("EDRs") and
Global Depositary Receipts ("GDRs") may be purchased. ADRs, EDRs and GDRs are
certificates evidencing ownership of shares of foreign issuers and are
alternatives to purchasing directly the underlying foreign securities in their
national markets and currencies. However, they continue to be subject to many of
the risks associated with investing directly in foreign securities. These risks
include foreign exchange risk as well as the political and economic risks of the
underlying issuer's country. ADRs, EDRs and GDRs may be sponsored or
unsponsored. Unsponsored receipts are established without the participation of
the issuer. Unsponsored receipts may involve higher expenses, they may not pass-
through voting or other shareholder rights, and they may be less liquid.

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

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

The Fund 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 (meaning the exercise of an index option does not involve the actual
purchase or sale of securities) and (ii) reflect price fluctuations in a group
of securities or segments of the securities market rather than price
fluctuations in a single security.

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

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in the U.S. and outside the U.S. that are not issued, guaranteed or cleared by
the OCC. The Adviser believes that there exists sufficient liquidity in the
index options markets to fulfill the Fund's requirements to implement its
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 may
also sell index options that are more substantially "out-of-the-money." Such
options that are more substantially "out-of-the-money" provide greater potential
for the Fund to realize capital appreciation on its portfolio stocks but
generally would pay a lower premium than options that are slightly
"out-of-the-money." The Fund will, in effect, sell the potential appreciation in
the value of the applicable index above the exercise price in exchange for the
option premium received. If, at expiration, an index call option sold by the
Fund is exercised, the Fund will pay the purchaser the difference between the
cash value of the applicable index and the exercise price of the option. The
premium, the exercise price and the market value of the applicable index will
determine the gain or loss realized by the Fund as the seller of the index call
option.

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

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

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

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

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

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

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

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

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

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

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

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

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

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investments under unusual market circumstances may not be in furtherance of the
Fund's investment objectives.

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

FOREIGN CURRENCY TRANSACTIONS
The value of foreign assets as measured in U.S. dollars may be affected
favorably or unfavorably by changes in foreign currency rates and exchange
control regulations. Currency exchange rates can also be affected unpredictably
by intervention by U.S. or foreign governments or central banks, or the failure
to intervene, or by currency controls or political developments in the United
States or abroad. The Fund may engage in transactions to hedge against changes
in foreign currencies, and will use such hedging techniques when the Adviser
deems appropriate. Foreign currency exchange transactions may be conducted on a
spot (i.e., cash) basis at the spot rate prevailing in the foreign currency
exchange market or through entering into derivative currency transactions.
Currency futures contracts are exchange-traded and change in value to reflect
movements of a currency or a basket of currencies. Settlement must be made in a
designated currency.

Forward foreign currency exchange contracts are individually negotiated and
privately traded so they are dependent upon the creditworthiness of the
counterparty. Such contracts may be used when a security denominated in a
foreign currency is purchased or sold, or when the receipt in a foreign currency
of dividend or interest payments on such a security is anticipated. A forward
contract can then "lock in" the U.S. dollar price of the security or the U.S.
dollar equivalent of such dividend or interest payment, as the case may be.
Additionally, when the Adviser believes that the currency of a particular
foreign country may suffer a substantial decline against the U.S. dollar, it may
enter into a forward contract to sell, for a fixed amount of dollars, the amount
of foreign currency approximating the value of some or all of the securities
held that are denominated in such foreign currency. The precise matching of the
forward contract amounts and the value of the securities involved will not
generally be possible. In addition, it may not be possible to hedge against
long-term currency changes.

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Cross-hedging may be performed by using forward contracts in one currency (or
basket of currencies) to hedge against fluctuations in the value of securities
denominated in a different currency if the Adviser determines that there is an
established historical pattern of correlation between the two currencies (or the
basket of currencies and the underlying currency). Use of a different foreign
currency magnifies exposure to foreign currency exchange rate fluctuations.
Forward contracts may also be used to shift exposure to foreign currency
exchange rate changes from one currency to another. Short-term hedging provides
a means of fixing the dollar value of only a portion of portfolio assets. Income
or gains earned on any of the Fund's foreign currency transactions generally
will be treated as fully taxable income (i.e. income other than tax-advantaged
dividends).

Currency transactions are subject to the risk of a number of complex political
and economic factors applicable to the countries issuing the underlying
currencies. Furthermore, unlike trading in most other types of instruments,
there is no systematic reporting of last sale information with respect to the
foreign currencies underlying the derivative currency transactions. As a result,
available information may not be complete. In an over-the-counter trading
environment, there are no daily price fluctuation limits. There may be no liquid
secondary market to close out options purchased or written, or forward contracts
entered into, until their exercise, expiration or maturity. There is also the
risk of default by, or the bankruptcy of, the financial institution serving as
counterparty.

WHEN-ISSUED SECURITIES AND FORWARD COMMITMENTS
Securities may be purchased on a "forward commitment" or "when-issued" basis
(meaning securities are purchased or sold with payment and delivery taking place
in the future) in order to secure what is considered to be an advantageous price
and yield at the time of entering into the transaction. However, the return on a
comparable security when the transaction is consummated may vary from the return
on the security at the time that the forward commitment or when-issued
transaction was made. From the time of entering into the transaction until
delivery and payment is made at a later date, the transacted securities are
subject to market fluctuations. In forward commitment or when-issued
transactions, if the seller or buyer, as the case may be, fails to consummate
the transaction, the counterparty may miss the opportunity of obtaining a price
or yield considered to be advantageous. Forward commitment or when-issued
transactions may occur a month or more before delivery is due. However, no
payment or delivery is made until payment is received or delivery is made from
the other party to the transaction. The Fund does not intend to enter into
forward commitment or when-issued transactions for the purpose of investment
leverage.

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

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agree to contractual restrictions on the resale of such securities. Such
restrictions might prevent their sale at a time when such sale would otherwise
be desirable.

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

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

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

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

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

SECURITIES LENDING
The Fund may seek to earn income by lending portfolio securities to
broker-dealers or other institutional borrowers. As with other extensions of
credit, there are risks of delay in recovery or even loss of rights in the
securities loaned if the borrower of the securities fails financially. Loans
will be made only to organizations whose credit quality or claims paying ability
is considered by the Adviser to be at least investment grade and when the
expected returns, net of administrative expenses and any finders' fees,
justifies the attendant risk. Securities loans currently are required to be
secured continuously by collateral in cash, cash equivalents (such as money
market instruments) or other liquid securities held by the custodian and
maintained in an amount at least equal to the market value of the securities
loaned. The financial condition of the borrower will be monitored by the Adviser
on an ongoing basis.

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

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REVERSE REPURCHASE AGREEMENTS
The Fund may enter into reverse repurchase agreements. Under a reverse
repurchase agreement, the Fund temporarily transfers possession of a portfolio
instrument to another party, such as a bank or broker-dealer, in return for
cash. At the same time, the Fund agrees to repurchase the instrument at an
agreed upon time (normally within seven days) and price, which reflects an
interest payment. The Fund may enter into such agreements when it is able to
invest the cash acquired at a rate higher than the cost of the agreement, which
would increase earned income. Income realized on reverse repurchase agreements
is taxable as ordinary income.

When the Fund enters into a reverse repurchase agreement, any fluctuations in
the market value of either the securities transferred to another party or the
securities in which the proceeds may be invested would affect the market value
of the Fund's assets. As a result, such transactions may increase fluctuations
in the market value of the Fund's assets. There is a risk that large
fluctuations in the market value of the Fund's assets could affect net asset
value and the market price of Common Shares. Because reverse repurchase
agreements may be considered to be the practical equivalent of borrowing funds,
they constitute a form of leverage and may be subject to leverage risks. Such
agreements will be treated as subject to investment restrictions as mentioned
above under "Borrowings." If the Fund reinvests the proceeds of a reverse
repurchase agreement at a rate lower than the cost of the agreement, entering
into the agreement will lower the Fund's cash available for distribution.

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

Principal risks of the Fund

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

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

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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 structurally subordinated to preferred
stocks, bonds and other debt instruments in a company's capital structure, in
terms of priority to corporate income, and therefore will be subject to greater
dividend risk than preferred stocks or debt instruments of such issuers.
Finally, common stock prices may be sensitive to rising interest rates, as the
costs of capital rise and borrowing costs increase.

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

Because foreign companies are not subject to uniform accounting, auditing and
financial reporting standards, practices and requirements comparable to those
applicable to U.S. companies, there may be less publicly available information
about a foreign company than about a domestic company. Volume and liquidity in
most foreign markets are less than in the United States and securities of some
foreign companies are less liquid and more volatile than securities of
comparable U.S. companies. There is generally less government supervision and
regulation of securities exchanges, broker-dealers and listed companies than in
the United States. Mail service between the United States and foreign countries
may be slower or less reliable than within the United States, thus increasing
the risk of delayed settlements of portfolio transactions or loss of
certificates for portfolio securities. Payment for securities before delivery
may be required. In addition, with respect to certain foreign countries, there
is the possibility of expropriation or confiscatory taxation, political or
social instability, or diplomatic developments,

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which could affect investments in those countries. Moreover, individual foreign
economies may differ favorably or unfavorably from the U.S. economy in such
respects as growth of gross national product, rate of inflation, capital
reinvestment, resource self-sufficiency and balance of payments position.
Foreign securities markets, while growing in volume and sophistication, are
generally not as developed as those in the United States, and securities of some
foreign issuers (particularly those located in developing countries) may be less
liquid and more volatile than securities of comparable U.S. companies.

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

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

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

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PRINCIPAL RISKS OF THE FUND
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contract for such amount. Such strategies may be employed before the Fund
purchases a foreign security traded in the currency which the Fund anticipates
acquiring or between the date the foreign security is purchased or sold and the
date on which payment therefor is made or received. Seeking to protect against a
change in the value of a foreign currency in the foregoing manner does not
eliminate fluctuations in the prices of portfolio securities or prevent losses
if the prices of such securities decline. Furthermore, such transactions reduce
or preclude the opportunity for gain if the value of the currency should move in
the direction opposite to the position taken. Unanticipated changes in currency
prices may result in poorer overall performance for the Fund than if it had not
entered into such contracts.

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

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

RISKS OF SELLING INDEX CALL OPTIONS
Under normal market conditions, at least 80% of the value of the Fund's total
assets will be subject to written index call options. The purchaser of an index
call option has the right to any appreciation in the value of the index over the
exercise price of the call option as of the valuation date of the option.
Because their exercise is settled in cash, sellers of index call options such as
the Fund cannot provide in advance for their potential settlement obligations by
acquiring and holding the underlying securities. The Fund intends to mitigate
the risks of its written index call positions by holding a diversified portfolio
of domestic and foreign stocks similar to those of the indices on which it
writes call options. However, the Fund does not intend to acquire and hold a
portfolio of exactly the same stocks as the indices on which it writes call
options. Due to tax considerations, the Fund intends to limit the overlap
between its stock holdings (and any subset thereof) and each index on which it
has outstanding options positions to less than 70% on an ongoing basis.
Consequently, the Fund bears the risk that the performance of the Fund's stock
portfolio will vary from the performance of the indices on which it writes call
options. For example, the Fund will suffer a loss if the S&P 500 appreciates
substantially above the exercise price of S&P 500 call options written by the
Fund while the securities held by the Fund in the U.S. Segment in the aggregate
fail to appreciate as much or decline in value over the life of the written
option. Index options written by the Fund will be priced on a daily basis. Their
value will be affected primarily by changes in the price and dividend rates of
the underlying common stocks in such index, changes in actual or perceived
volatility of such index and the remaining time to the

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PRINCIPAL RISKS OF THE FUND
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options' expiration. The trading price of index call options will also be
affected by liquidity considerations and the balance of purchase and sale
orders.

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

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

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

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

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

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

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

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PRINCIPAL RISKS OF THE FUND
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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 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 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

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

Common Shareholders will be less than if leverage had not been used. In the
latter case, Eaton Vance, in its best judgment, may nevertheless determine to
maintain the Fund's leveraged position if it deems such action to be
appropriate. The costs of an offering of preferred shares and/or a borrowing
program would be borne by Common Shareholders and consequently would result in a
reduction of the net asset value of Common Shares. In addition, the fee paid to
Eaton Vance will be calculated on the basis of the Fund's average daily gross
assets, including proceeds from the issuance of preferred shares and/or
borrowings, so the fees will be higher when leverage is utilized. In this
regard, holders of preferred shares do not bear the investment advisory fee.
Rather, Common Shareholders bear the portion of the investment advisory fee
attributable to the assets purchased with the proceeds of the preferred shares
offering.

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

MANAGEMENT RISK
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. These provisions may deprive Common
Shareholders of opportunities to sell their Common Shares at a premium over the
then current market price of the Common Shares. See "Description of capital
structure--Anti-Takeover Provisions in the Declaration of Trust."

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

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MANAGEMENT OF THE FUND
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Agreement (as defined below), is the responsibility of the Fund's Board under
the laws of The Commonwealth of Massachusetts and the 1940 Act.

THE ADVISER

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

Under the general supervision of the Fund's Board, Eaton Vance will be
responsible for managing the Fund's overall investment program, providing the
Sub-Advisers with research support and supervising the performance of the
Sub-Advisers. As described below under the caption "The Sub-Advisers,"
Parametric will be responsible for structuring and managing the Fund's common
stock portfolio, including tax-loss harvesting and other tax-management
techniques, relying in part on the fundamental research and analytical judgments
of the Adviser; Rampart will responsible for providing advice on and execution
of the Fund's options strategy. The Adviser will furnish to the Fund investment
advice and office facilities, equipment and personnel for servicing the
investments of the Fund. The Adviser will compensate all Trustees and officers
of the Fund who are members of the Adviser's organization and who render
investment services to the Fund, and will also compensate all other Adviser
personnel who provide research and investment services to the Fund. In return
for these services, facilities and payments, the Fund has agreed to pay the
Adviser as compensation under the Advisory Agreement an annual fee in the amount
of 1.00% of the average daily gross assets of the Fund. For purposes of the
Advisory Agreement and each Sub-Advisory Agreement, gross assets of the Fund
means total assets of the Fund, including any form of investment leverage that
the Fund may in the future determine to utilize, minus all accrued expenses
incurred in the normal course of operations, but not excluding any liabilities
or obligations attributable to any future investment leverage obtained through
(i) indebtedness of any type (including, without limitation, borrowing through a
credit facility/commercial paper program or the issuance debt securities), (ii)
the issuance of preferred shares or other similar preference securities, (iii)
the reinvestment of collateral received for securities loaned in accordance with
the Fund's investment objectives and policies and/or (iv) any other means.
During any future periods in which the Fund is using leverage, the fees paid to
Eaton Vance for investment advisory services will be higher than if the Fund did
not use leverage because the fees paid will be calculated on the basis of the
Fund's gross assets, including proceeds from any borrowings and from the
issuance of preferred shares.

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

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

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MANAGEMENT OF THE FUND
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THE SUB-ADVISERS

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

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

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

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

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

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

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

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

Under the terms of the Sub-Advisory Agreement (a "Sub-Advisory Agreement")
between Eaton Vance and Rampart, Eaton Vance (and not the Fund) will pay Rampart
a fee at an annual rate equal to 0.10% of the average daily gross assets of the
Fund. Pursuant to the terms of the Advisory Agreement,

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MANAGEMENT OF THE FUND
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Eaton Vance, upon approval by the Board, may terminate the Sub-Advisory
Agreement and Eaton Vance may assume full responsibility for the services
provided by Rampart without the need for approval by shareholders of the Fund.

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

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

THE ADMINISTRATOR

Eaton Vance serves as administrator of the Fund. Under an Administration
Agreement with the Fund (the "Administration Agreement"), Eaton Vance is
responsible for managing the business affairs of the Fund, subject to the
supervision of the Fund's Board. Eaton Vance will furnish to the Fund all office
facilities, equipment and personnel for administering the affairs of the Fund.
Eaton Vance's administrative services include recordkeeping, preparation and
filing of documents required to comply with federal and state securities laws,
supervising the activities of the Fund's custodian and transfer agent, providing
assistance in connection with the Board and shareholders' meetings, providing
service in connection with any repurchase offers and other administrative
services necessary to conduct the Fund's business. Eaton Vance currently
receives no compensation for providing administrative services to the Fund. In
addition to the management fee, the Fund pays all costs and expenses of its
operation, including compensation of its Trustees (other than those affiliated
with the Adviser), custodial expenses, dividend disbursing expenses, legal fees,
expenses of the independent auditors, expenses of preparing Fund documents and
reports to governmental agencies, and taxes and filing or other fees, if any.

Distributions

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

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

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

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 for that quarterly
period. In certain circumstances, the Fund may be required to sell a portion of
its investment portfolio to fund distributions. Distributions will reduce the
Common Shares' net asset value.

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

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

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                                                                              45
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DISTRIBUTIONS
--------------------------------------------------------------------------------

not believe that retaining capital gains and paying tax thereon would have a
material adverse affect on the Fund or the Common Shareholders.

Federal income tax matters

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

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% of the allocated gain. Distributions of the Fund's net capital gain
("capital gain distributions"), if any, are taxable to Common Shareholders as
long-term capital gain, regardless of their holding period in the Common Shares.
Distributions of the Fund's net realized short-term gains will be taxable as
ordinary income.

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

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

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

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

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

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

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

The Code allows a taxpayer to elect to offset gains and losses from positions
that are part of a "mixed straddle." A "mixed straddle" is any straddle in which
one or more but not all positions are "section 1256 contracts". The Fund may be
eligible to elect to establish one or more mixed straddle accounts for certain
of its mixed straddle trading positions. The mixed straddle account rules
require a

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                                                                              47
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FEDERAL INCOME TAX MATTERS
--------------------------------------------------------------------------------

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
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

--------------------------------------------------------------------------------
 48
<PAGE>
FEDERAL INCOME TAX MATTERS
--------------------------------------------------------------------------------

United States and 52 other countries that satisfy the treaty test. Subject to
the same exceptions, a foreign corporation that does not satisfy either the
possessions test or the treaty test will still be considered a "qualified
foreign corporation" with respect to any dividend paid by such corporation if
the stock with respect to which such dividend is paid is readily tradable on an
established securities market in the United States. The Treasury Department has
issued a notice stating that common or ordinary stock, or an ADR in respect of
such stock, is considered "readily tradable" if it is listed on a national
securities exchange that is registered under Section 6 of the Securities
Exchange Act of 1934, as amended, or on the NASDAQ Stock Market. Foreign
corporations that are passive foreign investment companies will not be
"qualified foreign corporations."

In order for qualified dividends paid by the Fund to a Common Shareholder to be
taxable at long-term capital gains rates, the Common Shareholder must hold his
or her Common Shares for more than 60 days during the 121-day period surrounding
the ex-dividend date. For the Fund to receive tax-advantaged dividend income,
the Fund must hold stock paying qualified dividend income for more than 60 days
during the 121-day period beginning 60 days before the ex-dividend date (or more
than 90 days during the associated 181-day period, in the case of certain
preferred stocks). In addition, the Fund cannot be obligated to make related
payments (pursuant to a short sale or otherwise) with respect to positions in
any security that is substantially similar or related property with respect to
such stock. Gains on option positions treated as short-term and other short-term
gains, interest income and non-qualified dividends are not eligible for the
lower tax rate. The special rules relating to the taxation of ordinary income
dividends paid by the Fund generally apply to taxable years beginning before
January 1, 2009. Thereafter, the Fund's distributions that are characterized as
dividends, other than capital gain distributions, will be fully taxable at
ordinary income tax rates unless further Congressional action is taken. There
can be no assurance as to what portion of the Fund's dividend distributions will
qualify for favorable treatment under the Tax Act. The Fund's investment program
and the tax treatment of Fund distributions may be affected by IRS
interpretations of the Code and future changes in tax laws and regulations,
including changes resulting from the "sunset" provisions described above that
would have the effect of repealing the favorable treatment of qualified dividend
income and reimposing the higher tax rates applicable to ordinary income in 2009
unless further legislative action is taken.

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

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

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                                                                              49
<PAGE>
FEDERAL INCOME TAX MATTERS
--------------------------------------------------------------------------------

reinvestment of distributions or otherwise). In that event, the basis of the
replacement Common Shares will be adjusted to reflect the disallowed loss.

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

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

The foregoing briefly summarizes some of the important federal income tax
consequences to Common Shareholders of investing in Common Shares, reflects the
federal tax law as of the date of this Prospectus, and does not address special
tax rules applicable to certain types of investors, such as corporate and
foreign investors. Unless otherwise noted, this discussion assumes that an
investor is a U.S. person and holds Common Shares as a capital asset. This
discussion is based upon current provisions of the Code, the regulations
promulgated thereunder, and judicial and administrative ruling authorities, all
of which are subject to change or differing interpretations by the courts or the
IRS retroactively or prospectively. Investors should consult their tax advisors
regarding other federal, state or local tax considerations that may be
applicable in their particular circumstances, as well as any proposed tax law
changes.

Dividend reinvestment plan

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

PFPC Inc. (the "Plan Agent") serves as agent for the Common Shareholders in
administering the Plan. Common Shareholders who elect not to participate in the
Plan will receive all Fund distributions in cash paid by check mailed directly
to the Common Shareholder of record (or if the Common Shares are held in street
or other nominee name, then to the nominee) by PFPC Inc., as disbursing agent.
Participation in the Plan is completely voluntary and may be terminated or
resumed at any time without penalty by written notice if received by the Plan
Agent prior to any distribution record date.

Common Shares will be acquired by the Plan Agent or an independent broker-dealer
for the participants' accounts, depending upon the circumstances described
below, either (i) through receipt of additional previously authorized but
unissued Common Shares from the Fund ("newly issued Common Shares") or (ii) by
purchase of outstanding Common Shares on the open market ("open-market
purchases") on the New York Stock Exchange or elsewhere. If, on the payment date
for the distribution, the net asset value per Common Share is equal to or less
than the market price per Common Share plus estimated brokerage commissions
(such condition being referred to herein as "market premium"), the Plan Agent
will invest the distribution amount in newly issued Common Shares on behalf of
the participants. The number of newly issued Common Shares to be credited to
each participant's account will be determined by dividing the dollar amount of
the distribution by the net asset value per Common Share on the date the Common
Shares are issued, provided that the

--------------------------------------------------------------------------------
 50
<PAGE>
DIVIDEND REINVESTMENT PLAN
--------------------------------------------------------------------------------

maximum discount from the then current market price per Common Share on the date
of issuance may not exceed 5%. If on the distribution payment date the net asset
value per Common Share is greater than the market value plus estimated brokerage
commissions (such condition being referred to herein as "market discount"), the
Plan Agent will invest the distribution amount in Common Shares acquired on
behalf of the participants in open-market purchases.

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

The Plan Agent maintains all Common Shareholders' accounts in the Plan and
furnishes written confirmation of all transactions in the accounts, including
information needed by Common Shareholders for tax records. Common Shares in the
account of each Plan participant will be held by the Plan Agent on behalf of the
Plan participant, and each Common Shareholder's proxy will include those Common
Shares purchased or received pursuant to the Plan. The Plan Agent will forward
all proxy solicitation materials to participants and vote proxies for Common
Shares held pursuant to the Plan in accordance with the instructions of the
participants. In the case of Common Shareholders such as banks, brokers or
nominees that hold Common Shares for others who are the beneficial owners, the
Plan Agent will administer the Plan on the basis of the number of Common Shares
certified from time to time by the record Common Shareholder's name and held for
the account of beneficial owners who participate in the Plan.

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

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

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

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                                                                              51
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DIVIDEND REINVESTMENT PLAN
--------------------------------------------------------------------------------

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

Description of capital structure

The Fund is an unincorporated business trust established under the laws of The
Commonwealth of Massachusetts by an Agreement and Declaration of Trust dated and
filed with the Secretary of The Commonwealth on March 30, 2005 (the "Declaration
of Trust"). The Declaration of Trust provides that the Board may authorize
separate classes of shares of beneficial interest. The Board has authorized an
unlimited number of Common Shares. The Fund intends to hold annual meetings of
Common Shareholders in compliance with the requirements of the New York Stock
Exchange.

COMMON SHARES

The Declaration of Trust permits the Fund to issue an unlimited number of full
and fractional common shares of beneficial interest, $0.01 par value per share.
Each Common Share represents an equal proportionate interest in the assets of
the Fund with each other Common Share in the Fund. Holders of Common Shares will
be entitled to the payment of distributions when, as and if declared by the
Board. The 1940 Act or the terms of any future borrowings or issuance of
preferred shares may limit the payment of distributions to the holders of Common
Shares. Each whole Common Share shall be entitled to one vote as to matters on
which it is entitled to vote pursuant to the terms of the 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,

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

it would intend, however, to the extent possible to purchase or redeem preferred
shares or reduce borrowings from time to time to maintain compliance with such
asset coverage requirements and may pay special distributions to the holders of
the preferred shares in certain circumstances in connection with any potential
impairment of the Fund's status as a regulated investment company. See
"Distributions--Federal Income Tax Matters." Depending on the timing of any such
redemption or repayment, the Fund may be required to pay a premium in addition
to the liquidation preference of the preferred shares to the holders thereof.

The Fund has no present intention of offering additional Common Shares, except
as described herein. Other offerings of its Common Shares, if made, will require
approval of the Board. Any additional offering will not be sold at a price per
Common Share below the then current net asset value (exclusive of underwriting
discounts and commissions) except in connection with an offering to existing
Common Shareholders or with the consent of a majority of the Fund's outstanding
Common Shares. The Common Shares have no preemptive rights.

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

REPURCHASE OF COMMON SHARES AND OTHER DISCOUNT METHODS

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

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                                                                              53
<PAGE>
DESCRIPTION OF CAPITAL STRUCTURE
--------------------------------------------------------------------------------

accrued and unpaid distributions thereon (on a cumulative basis), whether or not
earned or declared. The terms of any preferred shares, including their
distribution rate, voting rights, liquidation preference and redemption
provisions, will be determined by the Board (subject to applicable law and the
Fund's Declaration of Trust) if and when it authorizes preferred shares. The
Fund may issue preferred shares that provide for the periodic redetermination of
the distribution rate at relatively short intervals through an auction or
remarketing procedure, although the terms of such preferred shares may also
enable the Fund to lengthen such intervals. At times, the distribution rate as
redetermined on any preferred shares could exceed the Fund's return after
expenses on the investment of proceeds from the preferred shares and the Fund's
leveraged capital structure would result in a lower rate of return to Common
Shareholders than if the Fund were not so structured.

In the event of any voluntary or involuntary liquidation, dissolution or winding
up of the Fund, the terms of any preferred shares may entitle the holders of
preferred shares to receive a preferential liquidating distribution (expected to
equal the original purchase price per share plus redemption premium, if any,
together with accrued and unpaid dividends, whether or not earned or declared
and on a cumulative basis) before any distribution of assets is made to Common
Shareholders. After payment of the full amount of the liquidating distribution
to which they are entitled, the preferred shareholders would not be entitled to
any further participation in any distribution of assets by the Fund. Holders of
preferred shares, voting as a class, would be entitled to elect two of the
Fund's Trustees, if any preferred shares are issued. Under the 1940 Act, if at
any time dividends on the preferred shares are unpaid in an amount equal to two
full years' dividends thereon, the holders of all outstanding preferred shares,
voting as a class, will be entitled to elect a majority of the Board until all
dividends in default have been paid or declared and set apart for payment. In
addition, if required by a Rating Agency rating the preferred shares or if the
Board determines it to be in the best interests of the Common Shareholders,
issuance of the preferred shares may result in more restrictive provisions than
required under the 1940 Act. In this regard, holders of preferred shares may,
for example, be entitled to elect a majority of the Fund's Board if only one
dividend on the preferred shares is in arrears.

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

CREDIT FACILITY/COMMERCIAL PAPER PROGRAM

The Fund has no current intention to borrow money for the purpose of obtaining
investment leverage. If, in the future, the Fund determines to engage in
investment leverage using borrowings, the Fund may enter into definitive
agreements with respect to a credit facility/commercial paper program or other
borrowing program, pursuant to which the Fund would expect to be entitled to
borrow up to a specified amount. Any such borrowings would constitute financial
leverage. Borrowings under such a facility/commercial paper program would not be
expected to be convertible into any other securities of the Fund. Outstanding
amounts would be expected to be prepayable by the Fund prior to final

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 54
<PAGE>
DESCRIPTION OF CAPITAL STRUCTURE
--------------------------------------------------------------------------------

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.

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

--------------------------------------------------------------------------------
                                                                              55
<PAGE>
DESCRIPTION OF CAPITAL STRUCTURE
--------------------------------------------------------------------------------

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

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 56
<PAGE>
DESCRIPTION OF CAPITAL STRUCTURE
--------------------------------------------------------------------------------

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.

--------------------------------------------------------------------------------
                                                                              57
<PAGE>

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

Underwriting

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

<Table>
<Caption>
                                                                NUMBER OF
                        UNDERWRITERS                          COMMON SHARES
---------------------------------------------------------------------------
<S>                                                           <C>
UBS Securities LLC..........................................
Citigroup Global Markets Inc. ..............................
Merrill Lynch, Pierce, Fenner & Smith Incorporated..........
Wachovia Capital Markets, LLC...............................
A.G. Edwards & Sons, Inc. ..................................
Advest, Inc. ...............................................
Banc of America Securities LLC..............................
Robert W. Baird & Co. Incorporated..........................
H&R Block Financial Advisors, Inc. .........................
Ferris, Baker Watts, Incorporated...........................
J.J.B. Hilliard, W.L. Lyons, Inc. ..........................
Janney Montgomery Scott LLC.................................
KeyBanc Capital Markets, a division of McDonald Investments
  Inc. .....................................................
Legg Mason Wood Walker, Incorporated........................
Oppenheimer & Co. Inc. .....................................
RBC Capital Markets Corporation.............................
Raymond James & Associates, Inc. ...........................
Wells Fargo Securities, LLC.................................
                                                               ----------
  Total.....................................................
                                                               ==========
</Table>

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

The Fund has agreed to pay a commission to the Underwriters in the amount of
$0.90 per Common Share (4.50% of the public offering price per Common Share).
The Representatives have advised the Fund that the Underwriters may pay up to
$     per Common Share from such commission to selected dealers who sell the
Common Shares and that such dealers may reallow a concession of up to

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 58
<PAGE>
UNDERWRITING
--------------------------------------------------------------------------------

$     per Common Share to certain other dealers who sell Common Shares. Eaton
Vance or an affiliate has agreed to (i) reimburse all organizational costs and
(ii) pay all offering costs of the Fund (other than sales loads) that exceed
$0.04 per Common Share. Investors must pay for any Common Shares purchased on or
before           , 2005.

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

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

The Fund has agreed not to offer, sell or register with the SEC any additional
equity securities of the Fund, other than issuances of Common Shares, including
pursuant to the Fund's Plan, and issuances in connection with any preferred
shares, each as contemplated in this Prospectus, for a period of 180 days after
the date of the Underwriting Agreement without the prior written consent of the
Representatives.

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

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

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

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

SHAREHOLDER SERVICING AGENT

Pursuant to a shareholder servicing agreement (the "Shareholder Servicing
Agreement") between UBS Securities LLC and Eaton Vance, UBS Securities LLC will,
at the request of and as specified by Eaton Vance, (i) undertake to make
available public information pertaining to the Fund on an ongoing basis and to
communicate to investors and prospective investors the Fund's features and
benefits (including arranging periodic seminars or conference calls for Eaton
Vance to communicate to investors, responding to questions from current or
prospective shareholders and contacting specific

--------------------------------------------------------------------------------
                                                                              59
<PAGE>
UNDERWRITING
--------------------------------------------------------------------------------

shareholders, where appropriate), provided that services shall not include
customary market research information provided by the Shareholder Servicing
Agent or its registered broker-dealer affiliates in the ordinary course of their
business; (ii) make available to investors and prospective investors market
price, net asset value, yield and other information regarding the Fund (provided
that services shall not include customary market research information provided
by the Shareholder Servicing Agent or its registered broker-dealer affiliates in
the ordinary course of their business), if reasonably obtainable, for the
purpose of maintaining the visibility of the Fund in the investor community;
(iii) provide certain economic research and statistical information and reports,
if reasonably obtainable, to Eaton Vance or the Fund and consult with
representatives of Eaton Vance and/or the Board in connection therewith, which
information and reports shall include: (a) statistical and financial market
information with respect to the Fund's market performance; and (b) comparative
information regarding the Fund and other closed-end management investment
companies with respect to (1) the net asset value of their respective shares,
(2) the respective market performance of the Fund and such other companies (3)
other relevant performance indicators. Except as legally required, such
information and reports may not be quoted or referred to, orally or in writing,
reproduced or disseminated by the Fund or any of its affiliates or any of their
agents, without the prior written consent of UBS Securities LLC, which consent
will not be unreasonably withheld; and (iv) at the request of Eaton Vance or the
Fund, provide information to and consult with Eaton Vance and/or the Board with
respect to applicable strategies designed to address market value discounts,
which may include share repurchases, tender offers, modifications to dividend
policies or capital structure, repositioning or restructuring of the Fund,
conversion of the Fund to an open-end investment company, liquidation or merger;
including providing information concerning the use and impact of the above
strategic alternatives by other market participants; provided, however, that
under the terms of the Shareholder Servicing Agreement, UBS Securities LLC is
not obligated to render any opinions, valuations or recommendations of any kind
or to perform any such similar services. For these services, Eaton Vance will
pay UBS Securities LLC a fee computed daily and payable quarterly equal, on an
annual basis, to 0.10% of the Fund's average daily gross assets. The total of
all of the payments payable to UBS Securities LLC under the Shareholder
Servicing Agreement will not exceed   % of the aggregate initial offering price
of the Common Shares offered hereby. Under the terms of the Shareholder
Servicing Agreement, the Shareholder Servicing Agent is relieved from liability
to Eaton Vance, or the Fund for any act or omission to act in the course of its
performance under the Shareholder Servicing Agreement in the absence of bad
faith, gross negligence or willful misconduct on the part of UBS Securities LLC.
The Shareholder Servicing Agreement will continue so long as the Advisory
Agreement remains in effect between the Fund and the Adviser or any successor in
interest or affiliate of the Adviser, as and to the extent that such Advisory
Agreement is renewed periodically in accordance with the 1940 Act.

ADDITIONAL COMPENSATION TO UNDERWRITERS

Eaton Vance (and not the Fund) has agreed to pay additional compensation to
certain qualifying Underwriters who meet specified sales targets ("Qualifying
Underwriters"), quarterly in arrears, an annual fee of up to 0.15% of the Fund's
average daily gross assets attributable to Common Shares sold by such Qualifying
Underwriters (including a proportionate share of assets that may in the future
be acquired using leverage). Such sales targets may be waived or lowered with
respect to any Underwriter in the sole discretion of Eaton Vance. These fee
payments will remain in effect only so long as the Advisory Agreement remains in
effect between the Fund and Eaton Vance or any successor in interest or
affiliate of Eaton Vance, as and to the extent that such Advisory Agreement is
renewed periodically in accordance with the 1940 Act. The sum of the additional
compensation payable to the Qualifying Underwriters will not exceed   % of the
aggregate initial offering price of the Common Shares offered hereby.
will receive additional compensation which will not exceed   % of the aggregate
initial offering price of the Common Shares offered hereby.           will
receive additional compensation which will not exceed           of the aggregate
initial offering price of the

--------------------------------------------------------------------------------
 60
<PAGE>
UNDERWRITING
--------------------------------------------------------------------------------

Common Shares offered hereby.           , will receive additional compensation
which will not exceed   % of the aggregate initial offering price of the Common
Shares offered hereby. 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 Common Shares in an amount
equal to           , which is           of the total price to the public of the
Common Shares offered hereby.

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

Custodian and transfer agent

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

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

Legal opinions

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

Reports to shareholders

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

Independent registered public accounting firm

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

Additional information

The Prospectus and the Statement of Additional Information do not contain all of
the information set forth in the Registration Statement that the Fund has filed
with the SEC. The complete Registration Statement may be obtained from the SEC
upon payment of the fee prescribed by its rules and regulations. The Statement
of Additional Information can be obtained without charge by calling
1-800-225-6265.

Statements contained in this Prospectus as to the contents of any contract or
other documents referred to are not necessarily complete, and, in each instance,
reference is made to the copy of such contract or other document filed as an
exhibit to the Registration Statement of which this Prospectus forms a part,
each such statement being qualified in all respects by such reference.

--------------------------------------------------------------------------------
                                                                              61
<PAGE>

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

Table of contents for the
Statement of Additional Information

<Table>
<S>                                                           <C>
Additional investment information and restrictions..........    2
Trustees and officers.......................................    5
Investment advisory and other services......................   15
Determination of net asset value............................   21
Portfolio trading...........................................   22
Taxes.......................................................   25
Other information...........................................   31
Independent registered public accounting firm...............   31
Statement of assets and liabilities.........................   33
Notes to financial statements...............................   34
Appendix A: Proxy voting policies and procedures............   36
</Table>

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 62
<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:

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

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

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

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

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

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

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

--------------------------------------------------------------------------------
                                                                              63
<PAGE>

                               [EATON VANCE LOGO]

                         EATON VANCE TAX-MANAGED GLOBAL

                          BUY-WRITE OPPORTUNITIES FUND

                                                                    CE-TMGBWOFRH
<PAGE>

                             Subject to Completion               August 23, 2005
--------------------------------------------------------------------------------

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.

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

<Table>
<Caption>
                                                              PAGE
                                                              ----
<S>                                                           <C>
Additional investment information and restrictions..........    2
Trustees and officers.......................................    5
Investment advisory and other services......................   15
Determination of net asset value............................   21
Portfolio trading...........................................   22
Taxes.......................................................   25
Other information...........................................   31
Independent registered public accounting firm...............   31
Statement of assets and liabilities.........................   33
Notes to financial statements...............................   34
Appendix A: Proxy voting policies and procedures............   36
</Table>

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.
<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) will be acquired
for hedging, risk management and investment purposes (to gain exposure to
securities, securities markets, markets indices and/or currencies consistent
with the Fund's investment objectives and policies), provided that no more than
10% of the Fund's total assets may be invested in such derivative instruments
acquired for non-hedging purposes. These strategies may be executed through the
use of derivative contracts in the United States or abroad. In the course of
pursuing these investment strategies, the Fund may purchase and sell
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

--------------------------------------------------------------------------------
 2
<PAGE>
ADDITIONAL INVESTMENT INFORMATION AND RESTRICTIONS
--------------------------------------------------------------------------------

OTC options, are illiquid. The ability to terminate OTC derivative instruments
may depend on the cooperation of the counterparties to such contracts. For
thinly traded derivative instruments, the only source of price quotations may be
the selling dealer or counterparty. In addition, certain provisions of the
Internal Revenue Code of 1986, as amended (the "Code") limit the use of
derivative instruments. The Fund has claimed an exclusion from the definition of
a Commodity Pool Operator ("CPO") under the Commodity Exchange Act and therefore
is not subject to registration or regulation as a CPO. There can be no assurance
that the use of derivative instruments will be advantageous.

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

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

--------------------------------------------------------------------------------
                                                                               3
<PAGE>
ADDITIONAL INVESTMENT INFORMATION AND RESTRICTIONS
--------------------------------------------------------------------------------

loaned securities. The Fund will exercise its right to terminate loans and
thereby regain these rights whenever the Adviser considers it to be in the
Fund's interest to do so, taking into account the related loss of reinvestment
income and other factors.

TEMPORARY INVESTMENTS
The Fund may invest temporarily in cash or cash equivalents. Cash equivalents
are highly liquid, short-term securities such as commercial paper, time
deposits, certificates of deposit, short-term notes and short-term U.S.
government obligations.

INVESTMENT RESTRICTIONS
The following investment restrictions of the Fund are designated as fundamental
policies and as such cannot be changed without the approval of the holders of a
majority of the Fund's outstanding voting securities, which as used in this SAI
means the lesser of (a) 67% of the shares of the Fund present or represented by
proxy at a meeting if the holders of more than 50% of the outstanding shares are
present or represented at the meeting or (b) more than 50% of outstanding shares
of the Fund. As a matter of fundamental policy, the Fund may not:

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

(2) Issue senior securities, as defined in the 1940 Act, other than (a)
    preferred shares which immediately after issuance will have asset coverage
    of at least 200%, (b) indebtedness which immediately after issuance will
    have asset coverage of at least 300%, or (c) the borrowings permitted by
    investment restriction (1) above. The 1940 Act currently defines "senior
    security" as any bond, debenture, note or similar obligation or instrument
    constituting a security and evidencing indebtedness and any stock of a class
    having priority over any other class as to distribution of assets or payment
    of dividends. Debt and equity securities issued by a closed-end investment
    company meeting the foregoing asset coverage provisions are excluded from
    the general 1940 Act prohibition on the issuance of senior securities;

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

(4) Underwrite securities issued by other persons, except insofar as it may
    technically be deemed to be an underwriter under the Securities Act of 1933,
    as amended, in selling or disposing of a portfolio investment;

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

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

(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;

--------------------------------------------------------------------------------
 4
<PAGE>
ADDITIONAL INVESTMENT INFORMATION AND RESTRICTIONS
--------------------------------------------------------------------------------

(8) With respect to 75% of its total assets, invest more than 5% of its total
    assets in the securities of a single issuer or purchase more than 10% of the
    outstanding voting securities of a single issuer, except obligations issued
    or guaranteed by the U.S. government, its agencies or instrumentalities and
    except securities of other investment companies; and

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

The Fund may borrow money as a temporary measure for extraordinary or emergency
purposes, including the payment of dividends and the settlement of securities
transactions which otherwise might require untimely dispositions of Fund
securities. The 1940 Act currently requires that the Fund have 300% asset
coverage with respect to all borrowings other than temporary borrowings.

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

The Fund has adopted the following nonfundamental investment policy which may be
changed by the Board without approval of the Fund's shareholders. As a matter of
nonfundamental policy, the Fund may not make short sales of securities or
maintain a short position, unless at all times when a short position is open the
Fund either owns an equal amount of such securities or owns securities
convertible into or exchangeable, without payment of any further consideration,
for securities of the same issue as, and equal in amount to, the securities sold
short.

Upon the Board's approval, the Fund may invest more than 10% of its total assets
in one or more other management investment companies (or may invest in
affiliated investment companies) to the extent permitted by the 1940 Act and
rules thereunder.

Whenever an investment policy or investment restriction set forth in the
Prospectus or this SAI states a maximum percentage of assets that may be
invested in any security or other assets or describes a policy regarding quality
standards, such percentage limitation or standard shall be determined
immediately after and as a result of the Fund's acquisition of such security or
asset. Accordingly, any later increase or decrease resulting from a change in
values, assets or other circumstances or any subsequent rating change made by a
rating service (or as determined by the Adviser if the security is not rated by
a rating agency) will not compel the Fund to dispose of such security or other
asset. Notwithstanding the foregoing, the Fund must always be in compliance with
the borrowing policies set forth above.

Trustees and officers

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

--------------------------------------------------------------------------------
                                                                               5
<PAGE>
TRUSTEES AND OFFICERS
--------------------------------------------------------------------------------

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

<Table>
<Caption>
                                                                                   NUMBER OF
                                                                               PORTFOLIOS IN
                                      TERM OF OFFICE                            FUND COMPLEX                OTHER
NAME AND                 POSITION(S)      AND LENGTH  PRINCIPAL OCCUPATION(S)    OVERSEEN BY        DIRECTORSHIPS
DATE OF BIRTH          WITH THE FUND      OF SERVICE   DURING PAST FIVE YEARS     TRUSTEE(1)                 HELD
-----------------------------------------------------------------------------------------------------------------
<S>                   <C>             <C>             <C>                      <C>            <C>
INTERESTED TRUSTEES
James B. Hawkes       Trustee and     Since 3/30/05   Chairman, President and       158       Director of EVC
11/9/41               Vice President  Three Years     Chief Executive Officer
                                                      of BMR, Eaton Vance,
                                                      EVC and EV; Director of
                                                      EV; Vice President and
                                                      Director of EVD.
                                                      Trustee and/or officer
                                                      of 158 registered
                                                      investment companies in
                                                      the Eaton Vance Fund
                                                      Complex. Mr. Hawkes is
                                                      an interested person
                                                      because of his
                                                      positions with BMR,
                                                      Eaton Vance, EVC and
                                                      EV, which are
                                                      affiliates of the Fund.
NONINTERESTED TRUSTEES
Benjamin C. Esty      Trustee(2)      Since 4/29/05   Professor, Harvard            148       None
1/2/63                                Three Years     University Graduate
                                                      School of Business
                                                      Administration (since
                                                      2003). Formerly
                                                      Associate Professor,
                                                      Harvard University
                                                      Graduate School of
                                                      Business Administration
                                                      (2000-2003).
Samuel L. Hayes, III  Chairman of     Chairman of     Jacob H. Schiff               158       Director of Tiffany
2/23/35               the Board and   the Board       Professor of Investment                 & Co. (specialty
                      Trustee(2)      since 2005 and  Banking Emeritus,                       retailer)
                                      Trustee since   Harvard University
                                      4/15/05 Three   Graduate School of
                                      Years           Business
                                                      Administration.
                                                      Director of Yakima
                                                      Products, Inc.
                                                      (manufacturer of
                                                      automotive accessories)
                                                      (since 2001) and
                                                      Director of Telect,
                                                      Inc. (telecommunication
                                                      services company)
                                                      (since 2000).
</Table>

--------------------------------------------------------------------------------
 6
<PAGE>
TRUSTEES AND OFFICERS
--------------------------------------------------------------------------------

<Table>
<Caption>
                                                                                   NUMBER OF
                                                                               PORTFOLIOS IN
                                      TERM OF OFFICE                            FUND COMPLEX                OTHER
NAME AND                 POSITION(S)      AND LENGTH  PRINCIPAL OCCUPATION(S)    OVERSEEN BY        DIRECTORSHIPS
DATE OF BIRTH          WITH THE FUND      OF SERVICE   DURING PAST FIVE YEARS     TRUSTEE(1)                 HELD
-----------------------------------------------------------------------------------------------------------------
<S>                   <C>             <C>             <C>                      <C>            <C>
William H. Park       Trustee(3)      Since 4/15/05   President and Chief           158       None
9/19/47                               Three Years     Executive Officer,
                                                      Prizm Capital
                                                      Management, LLC
                                                      (investment management
                                                      firm) (since 2002).
                                                      Formerly, Executive
                                                      Vice President and
                                                      Chief Financial
                                                      Officer, United Asset
                                                      Management Corporation
                                                      (a holding company
                                                      owning institutional
                                                      investment management
                                                      firms) (1982-2001).
Ronald A. Pearlman    Trustee(3)      Since 4/15/05   Professor of Law,             158       None
7/10/40                               Three Years     Georgetown University
                                                      Law Center (since
                                                      1999). Formerly, Tax
                                                      Partner, Covington and
                                                      Burling, Washington, DC
                                                      (1991-2000).
</Table>

--------------------------------------------------------------------------------
                                                                               7
<PAGE>
TRUSTEES AND OFFICERS
--------------------------------------------------------------------------------

<Table>
<Caption>
                                                                                   NUMBER OF
                                                                               PORTFOLIOS IN
                                      TERM OF OFFICE                            FUND COMPLEX                OTHER
NAME AND                 POSITION(S)      AND LENGTH  PRINCIPAL OCCUPATION(S)    OVERSEEN BY        DIRECTORSHIPS
DATE OF BIRTH          WITH THE FUND      OF SERVICE   DURING PAST FIVE YEARS     TRUSTEE(1)                 HELD
-----------------------------------------------------------------------------------------------------------------
<S>                   <C>             <C>             <C>                      <C>            <C>
Norton A. Reamer      Trustee(4)      Since 4/15/05   President, Chief              158       None
9/21/35                               Three Years     Executive Officer and a
                                                      Director of Asset
                                                      Management Finance
                                                      Corp. (a specialty
                                                      finance company serving
                                                      the investment
                                                      management industry)
                                                      (since October 2003).
                                                      President, Unicorn
                                                      Corporation (an
                                                      investment and
                                                      financial advisory
                                                      services company)
                                                      (since September 2000).
                                                      Formerly, Chairman and
                                                      Chief Operating
                                                      Officer, Hellman,
                                                      Jordan Management Co.,
                                                      Inc. (an investment
                                                      management company)
                                                      (2000-2003). Formerly,
                                                      Advisory Director of
                                                      Berkshire Capital
                                                      Corporation (investment
                                                      banking firm)
                                                      (2002-2003). Formerly,
                                                      Chairman of the Board,
                                                      United Asset Management
                                                      Corporation (a holding
                                                      company owning
                                                      institutional
                                                      investment management
                                                      firms) and Chairman,
                                                      President and Director,
                                                      UAM Funds (mutual
                                                      funds) (1980-2000).
Lynn A. Stout         Trustee(4)      Since 4/15/05   Professor of Law,             158       None
9/14/57                               Three Years     University of
                                                      California at Los
                                                      Angeles School of Law
                                                      (since July 2001).
                                                      Formerly, Professor of
                                                      Law, Georgetown
                                                      University Law Center.
</Table>

--------------------------------------------------------------------------------
 8
<PAGE>
TRUSTEES AND OFFICERS
--------------------------------------------------------------------------------

<Table>
<Caption>
                                                                                   NUMBER OF
                                                                               PORTFOLIOS IN
                                      TERM OF OFFICE                            FUND COMPLEX                OTHER
NAME AND                 POSITION(S)      AND LENGTH  PRINCIPAL OCCUPATION(S)    OVERSEEN BY        DIRECTORSHIPS
DATE OF BIRTH          WITH THE FUND      OF SERVICE   DURING PAST FIVE YEARS     TRUSTEE(1)                 HELD
-----------------------------------------------------------------------------------------------------------------
<S>                   <C>             <C>             <C>                      <C>            <C>
Ralph F. Verni        Trustee(4)      Since 4/29/05   Consultant and private        148       Director of W.P.
1/26/43                               Three Years     investor (since 2000).                  Carey & Company LLC
                                                      Formerly, President and                 (manager of real
                                                      Chief Executive                         estate investment
                                                      Officer, Redwood                        trusts)
                                                      Investment Systems,
                                                      Inc. (software
                                                      developer) (2000).
                                                      Formerly, President and
                                                      Chief Executive
                                                      Officer, State Street
                                                      Research & Management
                                                      (investment adviser),
                                                      SSRM Holdings (parent
                                                      of State Street
                                                      Research & Management),
                                                      and SSR Realty
                                                      (institutional realty
                                                      manager) (1992-2000).
</Table>

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

PRINCIPAL OFFICERS WHO ARE NOT TRUSTEES

<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       Since 3/30/05   Senior Vice President and Chief Equity
10/26/57                Chief Executive                     Investment Officer of Eaton Vance and BMR.
                        Officer                             Officer of 49 registered investment
                                                            companies managed by Eaton Vance or BMR.
Thomas E. Faust Jr.     Vice President      Since 3/30/05   Executive Vice President of Eaton Vance,
5/31/58                                                     BMR, EVC and EV; Chief Investment Officer of
                                                            Eaton Vance and BMR and Director of EVC.
                                                            Chief Executive Officer of Belair Capital
                                                            Fund LLC, Belcrest Capital Fund LLC, Belmar
                                                            Capital Fund LLC; Belport Capital Fund LLC
                                                            and Belrose Capital Fund LLC (private
                                                            investment companies sponsored by Eaton
                                                            Vance). Officer of 62 registered investment
                                                            companies managed by Eaton Vance or BMR.
Michael R. Mach         Vice President      Since 3/30/05   Vice President of Eaton Vance and BMR.
7/15/47                                                     Officer of 32 registered investment
                                                            companies managed by Eaton Vance or BMR.
</Table>

--------------------------------------------------------------------------------
                                                                               9
<PAGE>
TRUSTEES AND OFFICERS
--------------------------------------------------------------------------------

<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>
Judith A. Saryan        Vice President      Since 3/30/05   Vice President of Eaton Vance and BMR.
8/21/54                                                     Officer of 31 registered investment
                                                            companies managed by Eaton Vance or BMR.
Alan R. Dynner          Secretary           Since 3/30/05   Vice President, Secretary and Chief Legal
10/10/40                                                    Counsel of BMR, Eaton Vance, EVD EV and EVC.
                                                            Officer of 158 registered investment
                                                            companies managed by Eaton Vance or BMR.
James L. O'Connor       Treasurer and       Since 3/30/05   Vice President of Eaton Vance, BMR and EVD.
4/1/45                  Principal                           Officer of 122 registered investment
                        Financial and                       companies managed by Eaton Vance or BMR.
                        Accounting Officer
Paul M. O'Neil          Chief Compliance    Since 3/30/05   Vice President of Eaton Vance and BMR.
7/11/53                 Officer                             Officer of 158 registered investment
                                                            companies managed by Eaton Vance or BMR.
</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.

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

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

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

--------------------------------------------------------------------------------
 10
<PAGE>
TRUSTEES AND OFFICERS
--------------------------------------------------------------------------------

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

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

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

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

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

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

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

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

+  Arrangements regarding the distribution of Fund shares;

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

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

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

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

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

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

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

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

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

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

--------------------------------------------------------------------------------
                                                                              11
<PAGE>
TRUSTEES AND OFFICERS
--------------------------------------------------------------------------------

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

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

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

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

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

--------------------------------------------------------------------------------
 12
<PAGE>
TRUSTEES AND OFFICERS
--------------------------------------------------------------------------------

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
NAME OF TRUSTEE                           OWNED IN THE FUND              EATON VANCE FUND COMPLEX
-------------------------------------------------------------------------------------------------
<S>                                       <C>                  <C>
INTERESTED TRUSTEE
  James B. Hawkes.......................        None                     Over $100,000
NON-INTERESTED TRUSTEES
  Benjamin C. Esty**....................        None                          None
  Samuel L. Hayes, III..................        None                     Over $100,000
  William H. Park.......................        None                     Over $100,000
  Ronald A. Pearlman....................        None                     Over $100,000
  Norton H. Reamer......................        None                     Over $100,000
  Lynn A. Stout.........................        None                     Over $100,000*
  Ralph F. Verni**......................        None                          None
</Table>

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

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

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

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

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

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

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

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

Trustees of the Fund who are not affiliated with the Adviser may elect to defer
receipt of all or a percentage of their annual fees in accordance with the terms
of a Trustees Deferred Compensation Plan

--------------------------------------------------------------------------------
                                                                              13
<PAGE>
TRUSTEES AND OFFICERS
--------------------------------------------------------------------------------

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

The fees and expenses of the Trustees of the Fund are paid by the Fund. (A
Trustee of the Fund who is a member of the Eaton Vance organization receives no
compensation from the Fund.) For the Fund's fiscal year ending December 31,
2005, it is anticipated that the Trustees of the Fund will earn the following
compensation in their capacities as Trustees. For the year ended December 31,
2004, the Trustees earned the compensation set forth below in their capacities
as Trustees from the funds in the Eaton Vance Fund Complex(1).

<Table>
<Caption>
                         SAMUEL L.    WILLIAM H.   RONALD A.   NORTON H.    LYNN A.   BENJAMIN C.   RALPH F.
SOURCE OF COMPENSATION   HAYES, III         PARK    PEARLMAN      REAMER      STOUT          ESTY      VERNI
------------------------------------------------------------------------------------------------------------
<S>                      <C>          <C>          <C>         <C>         <C>        <C>           <C>
Fund*..................   $            $           $           $           $              $            $
Fund Complex**.........   $200,000     $180,000(2) $180,000    $190,000    $190,000       $0           $0
</Table>

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

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

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

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

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

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.

--------------------------------------------------------------------------------
 14
<PAGE>

Investment advisory and other services

THE INVESTMENT ADVISER.  Eaton Vance, its affiliates and its predecessor
companies have been managing assets of individuals and institutions since 1924
and of investment companies since 1931. They maintain a large staff of
experienced fixed-income, senior loan and equity investment professionals to
service the needs of their clients. The equity group covers stocks ranging from
blue chip to emerging growth companies. Eaton Vance and its affiliates act as
adviser to a family of mutual funds, and individual and various institutional
accounts. The fixed-income group focuses on all kinds of taxable
investment-grade and high-yield securities, tax-exempt investment-grade and
high-yield securities, and U.S. government securities. The senior loan group
focuses on senior floating rate loans, unsecured loans and other floating rate
debt securities such as notes, bonds and asset backed securities, including
corporations, hospitals, retirement plans, universities, foundations and trusts.

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

Pursuant to an investment advisory agreement between the Adviser and the Fund,
the Fund has agreed to pay an investment advisory fee, payable on a monthly
basis, at an annual rate of 1.00% of the average daily gross mean total assets
of the Fund, including any form of investment leverage that the Fund may in the
future determine to utilize, minus all expenses incurred in the normal course of
operations, but not excluding any liabilities or obligations attributable to any
future investment leverage obtained through (i) indebtedness of any type
(including without limitation, borrowing through a credit facility/commercial
paper program or the issuance of debt securities), (ii) the issuance of
preferred shares or other similar preference securities, (iii) the reinvestment
of collateral received for securities loaned in accordance with the Fund's
investment objectives and policies and/or (iv) any other means.

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

--------------------------------------------------------------------------------
                                                                              15
<PAGE>
INVESTMENT ADVISORY AND OTHER SERVICES
--------------------------------------------------------------------------------

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

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

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

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

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

The Sub-Advisory Agreement with Parametric continues until April 18, 2007 and
from year to year thereafter if approved annually (i) by the Fund's Board of
Trustees or by the holders of a majority of its outstanding voting securities
and (ii) by a majority of the Trustees who are not "interested persons" (as
defined in the 1940 Act) of any party to the Sub-Advisory Agreement, by vote
cast in person at a meeting called for the purpose of voting on such approval.
The Sub-Advisory Agreement terminates

--------------------------------------------------------------------------------
 16
<PAGE>
INVESTMENT ADVISORY AND OTHER SERVICES
--------------------------------------------------------------------------------

automatically on its assignment and may be terminated without penalty on 60 days
written notice at the option of either the Adviser, by the Fund's Board of
Trustees or by a vote of a majority (as defined in the 1940 Act) of the Fund's
outstanding shares or by Parametric upon 3 months notice. As discussed above,
Eaton Vance may terminate the Sub-Advisory Agreement with Parametric and
directly assume responsibility for the services provided by Parametric upon
approval by the Board of Trustees without the need for approval of the
shareholders of the Fund.

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

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

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

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

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

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

--------------------------------------------------------------------------------
                                                                              17
<PAGE>
INVESTMENT ADVISORY AND OTHER SERVICES
--------------------------------------------------------------------------------

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

--------------------------------------------------------------------------------
 18
<PAGE>
INVESTMENT ADVISORY AND OTHER SERVICES
--------------------------------------------------------------------------------

the Adviser's investment professionals is reviewed primarily on an annual basis.
Cash bonuses, stock-based compensation awards and adjustments in base salary are
typically paid or put into effect at or shortly after the October 31st fiscal
year-end of EVC.

The Adviser compensates its portfolio managers based primarily on the scale and
complexity of their portfolio responsibilities and the total return performance
of managed funds and accounts versus appropriate peer groups or benchmarks.
Performance is normally based on periods ending on the September 30th preceding
fiscal year-end. Fund performance is evaluated primarily versus peer groups of
funds as determined by Lipper Inc. and/or Morningstar, Inc. In evaluating the
performance of a fund and its manager, primary emphasis is normally placed on
three-year performance, with secondary consideration of performance over longer
and shorter periods. For funds that are tax-managed or otherwise have an
objective of after-tax returns, performance is measured net of taxes. For other
funds, performance is evaluated on a pre-tax basis. In addition to rankings
within peer groups of funds on the basis of absolute performance, consideration
may also be given to risk-adjusted performance. For funds with an investment
objective other than total return (such as current income), consideration will
also be given to the fund's success in achieving its objective. For managers
responsible for multiple funds and accounts, investment performance is evaluated
on an aggregate basis, based on averages or weighted averages among managed
funds and accounts. Funds and accounts that have performance-based advisory fees
are not accorded disproportionate weightings in measuring aggregate portfolio
manager performance.

The compensation of portfolio managers with other job responsibilities (such as
heading an investment group or providing analytical support to other portfolios)
will include consideration of the scope of such responsibilities and the
managers' performance in meeting them.

The Adviser seeks to compensate portfolio managers commensurate with their
responsibilities and performance and competitive with other firms within the
investment management industry. The Adviser participates in investment-industry
compensation surveys and utilizes survey data as a factor in determining salary,
bonus and stock-based compensation levels for portfolio managers and other
investment professionals. Salaries, bonuses and stock-based compensation are
also influenced by the operating performance of the Adviser and its parent
company. The overall annual cash bonus pool is based on a substantially fixed
percentage of pre-bonus operating income. While the salaries of the Adviser's
portfolio managers are comparatively fixed, cash bonuses and stock-based
compensation may fluctuate significantly from year to year, based on changes in
manager performance and other factors as described herein. For a high performing
portfolio manager, cash bonuses and stock-based compensation may represent a
substantial portion of total compensation.

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.

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

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

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

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

CODES OF ETHICS

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

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

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INVESTMENT ADVISORY AND OTHER SERVICES
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ADMINISTRATIVE SERVICES

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

Determination of net asset value

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

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

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

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including price quotations for and trading in the debt security and interests in
similar debt securities and the market environment and investor attitudes
towards the debt security and interests in similar debt securities; (v) the
experience, reputation, stability and financial condition of the agent and any
intermediate participants in the debt security; and (vi) general economic and
market conditions affecting the fair value of the debt security. The fair value
of each debt security is reviewed and approved by the Adviser's valuation
committee and the Fund's Trustees.

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

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

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

Portfolio trading

Decisions concerning the execution of portfolio security transactions, including
the selection of the market and the executing firm, are made by Eaton Vance, the
Fund's Adviser, Parametric or Rampart as the Sub-Advisers. As used below,
"Adviser" refers to Eaton Vance, Parametric, and Rampart, as applicable. The
Adviser is also responsible for the execution of transactions for all other
accounts managed by it. The Adviser places the portfolio security transactions
for execution with many firms. The Adviser uses its best efforts to obtain
execution of portfolio security transactions at prices which are advantageous to
the Fund and at reasonably competitive spreads or (when a disclosed commission
is being charged) at reasonably competitive commission rates. In seeking such
execution, the Adviser will use its best judgment in evaluating the terms of a
transaction, and will give consideration to various relevant factors, including
without limitation the full range and quality of the executing firm's services,
including the responsiveness of the firm to the Adviser, the size and type of
the transaction, the nature and character of the market for the security, the
confidentiality, speed and certainty of effective execution required for the
transaction, the general execution and operational capabilities of the executing
firm, the reputation, reliability, experience and financial condition of the
firm, the value and quality of the services rendered by the firm in other
transactions, and the reasonableness of the spread or commission, if any. In
addition, the Advisers may consider the receipt of Proprietary

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PORTFOLIO TRADING
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Research Services (as defined below), provided it does not compromise the
Adviser's obligations to seek best overall execution of the Fund. The Adviser
may engage in portfolio brokerage transaction with a broker-dealer firm that
sells shares of Eaton Vance fund, provided that such transactions are not
directed to that firm as compensated for the promotion or sale of such
securities.

Transactions on stock exchanges and other agency transactions involve the
payment of negotiated brokerage commissions. Such transactions will be conducted
in conformity with the rules under the 1940 Act. Such commissions vary among
different broker-dealer firms, and a particular broker-dealer may charge
different commissions according to such factors as the difficulty and size of
the transaction and the volume of business done with such broker-dealer.
Transactions in foreign securities often involve the payment of brokerage
commissions, which may be higher than those in the United States. There is
generally no stated commission in the case of securities traded in the
over-the-counter markets, but the price paid or received usually includes an
undisclosed dealer markup or markdown. In an underwritten offering the price
paid often includes a disclosed fixed commission or discount retained by the
underwriter or dealer.

Although spreads or commissions paid on portfolio security transactions will, in
the judgment of the Adviser, be reasonable in relation to the value of the
services provided, commissions exceeding those which another firm might charge
may be paid to broker-dealers who were selected to execute transactions on
behalf of the Adviser's clients in part for providing brokerage and research
services to the Adviser.

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

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The ratio of the commissions to be paid to an executing broker-dealer as
consideration for Third Party Research Services over the cost borne by the
executing broker-dealer in connection with providing such services to the
Adviser is referred to herein as the "Third Party Research Services Payment
Ratio."

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

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

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

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

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

Securities considered as investments for the Fund may also be appropriate for
other investment accounts managed by the Adviser or its affiliates. Whenever
decisions are made to buy or sell securities by the Fund and one or more of such
other accounts simultaneously, the Adviser will allocate the security
transactions (including "hot" issues) in a manner which it believes to be
equitable under the circumstances. As a result of such allocations, there may be
instances where the Fund will not

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

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                                                                              25
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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 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.

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

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<PAGE>
TAXES
--------------------------------------------------------------------------------

sale or exchange of the shares. Distributions of gains from the sale of
investments that the Fund owned for one year or less will be taxable as ordinary
income.

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

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

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

Sales charges paid upon a purchase of shares cannot be taken into account for
purposes of determining gain or loss on a sale of the shares before the 91st day
after their purchase to the extent a sales charge is reduced or eliminated in a
subsequent acquisition of shares of the Fund (or of another fund) pursuant to
the reinvestment or exchange privilege. Any disregarded amounts will result in
an adjustment to the shareholder's tax basis in some or all of any other shares
acquired.

Dividends and distributions on the Fund's shares are generally subject to
federal income tax as described herein to the extent they do not exceed the
Fund's realized income and gains, even though such dividends and distributions
may economically represent a return of a particular shareholder's investment.
Such distributions are likely to occur in respect of shares purchased at a time
when the Fund's net asset value reflects gains that are either unrealized, or
realized but not distributed. Such realized gains may be required to be
distributed even when the Fund's net asset value also reflects unrealized
losses. Certain distributions declared in October, November or December to
Shareholders of record of such month and paid in the following January will be
taxed to shareholders as if received on December 31 of the year in which they
were declared. In addition, certain other distributions made after the close of
a taxable year of the Fund may be "spilled back" and treated as paid by the Fund
(except for purposes of the non-deductible 4% federal excise tax) during such
taxable year. In such case, shareholders will be treated as having received such
dividends in the taxable year in which the distributions were actually made.

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

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

--------------------------------------------------------------------------------
                                                                              27
<PAGE>
TAXES
--------------------------------------------------------------------------------

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

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

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

--------------------------------------------------------------------------------
 28
<PAGE>
TAXES
--------------------------------------------------------------------------------

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.

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

Further, certain of the Fund's investment practices are subject to special and
complex federal income tax provisions that may, among other things, (i) convert
dividends that would otherwise constitute qualified dividend income into
short-term capital gain or ordinary income taxed at the higher rate applicable
to ordinary income, (ii) treat dividends that would otherwise be eligible for
the corporate dividends received deduction as ineligible for such treatment,
(iii) disallow, suspend or otherwise limit the allowance of certain losses or
deductions, (iv) convert long-term capital gain into short-term capital gain or
ordinary income, (v) convert an ordinary loss or deduction into a capital loss
(the deductibility of which is more limited) and cause the Fund to recognize
income or gain without a corresponding receipt of cash; (vi) adversely affect
the time as to when a purchase or sale of stock or securities is deemed to
occur; (vii) adversely alter the characterization of certain complex financial
transactions; and (viii) produce income that will not qualify as good income for
purposes of the 90% annual gross income requirement described above.

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

--------------------------------------------------------------------------------
                                                                              29
<PAGE>
TAXES
--------------------------------------------------------------------------------

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 2005. An
individual's TIN is generally his or her social security number. Backup
withholding is not an additional tax. Any amounts withheld under the backup
withholding rules from payments made to a shareholder may be refunded or
credited against such shareholder's federal income tax liability, if any,
provided that the required information is furnished to the Service.

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

--------------------------------------------------------------------------------
 30
<PAGE>

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

Other information

The Fund is an organization of the type commonly known as a "Massachusetts
business trust." Under Massachusetts law, shareholders of such a trust may, in
certain circumstances, be held personally liable as partners for the obligations
of the trust. The Declaration of Trust contains an express disclaimer of
shareholder liability in connection with Fund property or the acts, obligations
or affairs of the Fund. The Declaration of Trust, together with the Fund's
By-laws, also provides for indemnification out of Fund property of any
shareholder held personally liable for the claims and liabilities to which a
shareholder may become subject by sole reason of being or having been a
shareholder. Thus, the risk of a shareholder incurring financial loss on account
of shareholder liability is limited to circumstances in which the Fund itself is
unable to meet its obligations. The Fund has been advised by its counsel that
the risk of any shareholder incurring any liability for the obligations of the
Fund is remote.

The Declaration of Trust provides that the Trustees will not be liable for
errors of judgment or mistakes of fact or law; but nothing in the Declaration of
Trust protects a Trustee against any liability to the Fund or its shareholders
to which he or she would otherwise be subject by reason of willful misfeasance,
bad faith, gross negligence, or reckless disregard of the duties involved in the
conduct of his or her office. Voting rights are not cumulative, which means that
the holders of more than 50% of the shares voting for the election of Trustees
can elect 100% of the Trustees and, in such event, the holders of the remaining
less than 50% of the shares voting on the matter will not be able to elect any
Trustees.

The Declaration of Trust provides that no person shall serve as a Trustee if
shareholders holding two-thirds of the outstanding shares have removed him from
that office either by a written declaration filed with the Fund's custodian or
by votes cast at a meeting called for that purpose. The Declaration of Trust
further provides that the Trustees of the Fund shall promptly call a meeting of
the shareholders for the purpose of voting upon a question of removal of any
such Trustee or Trustees when requested in writing to do so by the record
holders of not less than 10% of the outstanding shares.

The Fund's Prospectus and this SAI do not contain all of the information set
forth in the Registration Statement that the Fund has filed with the SEC. The
complete Registration Statement may be obtained from the SEC upon payment of the
fee prescribed by its Rules and Regulations.

Independent registered public accounting firm

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

--------------------------------------------------------------------------------
                                                                              31
<PAGE>

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

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM REPORT

                            TO BE ADDED BY AMENDMENT

--------------------------------------------------------------------------------
 32
<PAGE>

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

Eaton Vance Tax-Managed Global Buy-Write Opportunities Fund

STATEMENT OF ASSETS AND LIABILITIES
AS OF           , 2005

<Table>
<S>                                                           <C>
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................  $
                                                              ========
</Table>

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

<Table>
<S>                                                           <C>
INVESTMENT INCOME...........................................  $     --
                                                              --------
EXPENSES
  Organization costs........................................  $
  Expense reimbursement.....................................  $ (    )
                                                              --------
     Net expenses...........................................  $     --
                                                              --------
NET INVESTMENT INCOME.......................................  $     --
                                                              ========
</Table>

                       See notes to financial statements.

--------------------------------------------------------------------------------
                                                                              33
<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, directly provided certain organizational services
to the Fund at no expense. The costs of such services are not material.

Eaton Vance Management, or an affiliate, has agreed to pay all offering costs
(other than sales loads) that exceed $0.04 per common share. The total
estimated fund offering costs are $     , of which the Fund would pay
$           and Eaton Vance Management would pay $      based on such estimate.
The total estimated Fund offering costs includes $     per common share the Fund
has agreed to pay the underwriters as a partial reimbursement of expenses
incurred in connection with the offering.

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, a segment of which (the "U.S. Segment")
holds stocks of U.S. issuers and a segment of which (the "International
Segment") holds stocks of non-U.S. issuers, and (2) selling on a continuous
basis call options on broad-based domestic stock indices on at least 80% of the
value of the U.S. Segment and call options on broad-based foreign country and/or
regional stock indices on at least 80% of the value of the International
Segment.

NOTE 2:  ACCOUNTING POLICIES

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

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 1.00% of the average daily gross assets of the Fund.
Gross assets of the Fund shall be calculated by deducting accrued liabilities of
the Fund not including the amount of any preferred shares outstanding or the
principal amount of any indebtedness for money borrowed.

--------------------------------------------------------------------------------
 34
<PAGE>
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

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

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

NOTE 4:  FEDERAL INCOME TAXES

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

--------------------------------------------------------------------------------
                                                                              35
<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

--------------------------------------------------------------------------------
 36
<PAGE>
APPENDIX A
--------------------------------------------------------------------------------

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

IV.  CONFLICTS OF INTEREST

The Boards expect each Adviser, as a fiduciary to the Fund(s) it manages, to put
the interests of each Fund and its shareholders above those of the Adviser. In
the event that in connection with its proxy voting responsibilities a 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")
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

--------------------------------------------------------------------------------
                                                                              37
<PAGE>
APPENDIX A
--------------------------------------------------------------------------------

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
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,

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

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

--------------------------------------------------------------------------------
 38
<PAGE>
APPENDIX A
--------------------------------------------------------------------------------

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

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

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

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

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

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

+  The Advisers will generally vote against 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.

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

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

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

    +  Automatic share replenishment ("evergreen") feature.

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

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

    +  Using restricted stock grants instead of options.

--------------------------------------------------------------------------------
                                                                              39
<PAGE>
APPENDIX A
--------------------------------------------------------------------------------

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

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

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

D.  CORPORATE STRUCTURE MATTERS/ANTI-TAKEOVER DEFENSES
As a general matter, the Advisers oppose anti-takeover measures and other
proposals designed to limit the ability of shareholders to act on possible
transactions. In general,

+  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.

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

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

+  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.

+  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).

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

+  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 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.

--------------------------------------------------------------------------------
 40
<PAGE>
APPENDIX A
--------------------------------------------------------------------------------

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:

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

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

+  A record of each vote cast;

+  A copy of any document created by the Advisers that was material to making a
   decision on how to vote a proxy for a client or that memorializes the basis
   for such a decision; and

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

All records described above will be maintained in an easily accessible place for
five years and will be maintained in the offices of the Advisers for two years
after they are created.

Identification and resolution of conflicts with clients
As fiduciaries to their clients, each Adviser puts the interests of its clients
ahead of its own. In order to ensure that relevant personnel of the Advisers are
able to identify potential conflicts of interest, each Adviser will take the
following steps:

+  Quarterly, the Eaton Vance Legal and Compliance Departments will seek
   information from the department heads of each department of the Advisers and
   of Eaton Vance Distributors, Inc. ("EVD") (an affiliate of the Advisers and
   principal underwriter of 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

--------------------------------------------------------------------------------
                                                                              41
<PAGE>
APPENDIX A
--------------------------------------------------------------------------------

   discussions with a corporate client considering management of the
   corporation's 401(k) plan assets.

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

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

+  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.

+  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:

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

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

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

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

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

--------------------------------------------------------------------------------
 42
<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

                 INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
                             Deloitte & Touche LLP
                              200 Berkeley Street
                                Boston, MA 02116
<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 is incorporated
herein by reference to the Registrant's initial Registration Statement on Form
N-2 (File Nos. 333-123961 and 811-21745) as to the Registrant's common shares of
beneficial interest ("Common Shares") filed with the Securities and Exchange
Commission on April 8, 2005 (Accession No. 0000898432-05-000316) ("Initial
Common Shares Registration Statement").

     (b) By-Laws are incorporated herein by reference to the Registrant's
Initial Common Shares Registration Statement.

     (c) Not applicable.

     (d) Form of Specimen Certificate for Common Shares of Beneficial Interest
filed herewith.

     (e) Dividend Reinvestment Plan filed herewith.

     (f) Not applicable.

     (g)  (1)  Investment Advisory Agreement dated April 18, 2005 filed
               herewith.

          (2)  Sub-Advisory Agreement with Rampart Investment Management
               Company, Inc. dated April 18, 2005 filed herewith.

          (3)  Sub-Advisory Agreement with Parametric Portfolio Associates LLC
               dated April 18, 2005 filed herewith.

     (h)  (1)  Form of Underwriting Agreement filed herewith.

          (2)  Form of Master Agreement Among Underwriters filed herewith.

<PAGE>

          (3)  Form of Master Selected Dealers Agreement filed herewith.

     (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 April 18, 2005 filed herewith.

          (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
               April 18, 2005 filed herewith.

          (2)  Transfer Agency and Services Agreement as amended and restated on
               June 16, 2005 filed herewith.

          (3)  Administration Agreement dated April 18, 2005 filed herewith.

          (4)  Form of Shareholder Servicing Agreement filed herewith.

          (5)  Form of Additional Compensation Agreement to be filed by
               amendment.

          (6)  Organizational and Expense Reimbursement Agreement to be filed by
               amendment.

          (7)  Form of Structuring Fee Agreement 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 filed
          herewith.

     (o)  Not applicable.

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

     (q)  Not applicable.

<PAGE>

     (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.

          (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)  (1)  Power of Attorney dated April 18, 2005 filed herewith.

          (2)  Power of Attorney dated April 29, 2005 filed herewith.

ITEM 26. MARKETING ARRANGEMENTS

     See Form of Underwriting Agreement filed herewith.

ITEM 27. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

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

<TABLE>
<S>                                                           <C>
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                                                         $_________________
</TABLE>

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 August 22, 2005, of
each class of securities of the Registrant:

<PAGE>

<TABLE>
<CAPTION>
Title of Class                                          Number of Record Holders
--------------                                          ------------------------
<S>                                                     <C>
Common Shares of Beneficial interest,
   par value $0.01 per share                                        0
</TABLE>

ITEM 30. INDEMNIFICATION

     The Registrant's By-Laws incorporated herein by reference contain, and the
form of Underwriting Agreement filed herewith contains 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.

                  [Remainder of page left intentionally blank]

<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 Pre-Effective Amendment No. 1 to the Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized in the City of Boston
and the Commonwealth of Massachusetts, on the 22nd day of August 2005.

                                       EATON VANCE TAX-MANAGED GLOBAL
                                          BUY-WRITE OPPORTUNITIES FUND


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

     Pursuant to the requirements of the Securities Act of 1933, as amended this
Pre-Effective Amendment No. 1 to the Registration Statement has been signed by
the following persons in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
Signature                    Title                                   Date
---------                    -----                                   ----
<S>                          <C>                                     <C>


/s/ Duncan W. Richardson     President and Chief Executive Officer   August 22, 2005
--------------------------
Duncan W. Richardson


James L. O'Connor*           Treasurer and Principal Financial and   August 22, 2005
--------------------------   Accounting
James L. O'Connor


James B. Hawkes*             Trustee                                 August 22, 2005
--------------------------
James B. Hawkes


Benjamin C. Esty*            Trustee                                 August 22, 2005
--------------------------
Benjamin C. Esty


Samuel L. Hayes, III*        Trustee                                 August 22, 2005
--------------------------
Samuel L. Hayes, III


William H. Park*             Trustee                                 August 22, 2005
--------------------------
William H. Park


Ronald A. Pearlman*          Trustee                                 August 22, 2005
--------------------------
Ronald A. Pearlman


Norton H. Reamer*            Trustee                                 August 22, 2005
--------------------------
Norton H. Reamer


Lynn A. Stout*               Trustee                                 August 22, 2005
--------------------------
Lynn A. Stout


Ralph F. Verni*              Trustee                                 August 22, 2005
--------------------------
Ralph F. Verni


*By: /s/ Alan R. Dynner
     ---------------------
     Alan R. Dynner
     (As Attorney-in-Fact)
</TABLE>

<PAGE>

                                INDEX TO EXHIBITS

(d)      Form of Specimen Certificate for Common Shares of Beneficial Interest

(e)      Dividend Reinvestment Plan

(g)(1)   Investment Advisory Agreement

(g)(2)   Sub-Advisory Agreement with Rampart Investment Management Company, Inc.

(g)(3)   Sub-Advisory Agreement with Parametric Portfolio Associates LLC

(h)(1)   Form of Underwriting Agreement

(h)(2)   Form of Master Agreement Among Underwriters

(h)(3)   Form of Master Selected Dealers Agreement

(j)(1)   Master Custodian Agreement

(k)(1)   Supplement to the Transfer Agency and Services Agreement

(k)(2)   Amended and Restated Transfer Agency and Services Agreement

(k)(3)   Administration Agreement

(k)(4)   Form of Shareholder Servicing Agreement

(n)      Consent of Independent Registered Public Accounting Firm

(s)(1)   Power of Attorney dated April 18, 2005

(s)(2)   Power of Attorney dated April 29, 2005

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(D)
<SEQUENCE>2
<FILENAME>b56372a1exv99wxdy.txt
<DESCRIPTION>FORM OF SPECIMEN CERTIFICATE FOR COMMON SHARES OF BENEFICIAL INTEREST
<TEXT>
<PAGE>
                                                                     Exhibit (d)

SPECIMEN CERTIFICATE ONLY

CERTIFICATE                                                            NUMBER OF
   NUMBER                                                                SHARES

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

          EATON VANCE TAX-MANAGED GLOBAL BUY-WRITE OPPORTUNITIES FUND
         Organized Under the Laws of The Commonwealth of Massachusetts
                                  Common Shares
                            $.01 Par Value Per Share

                                                     Cusip No. _________________

     This certifies that __________________________________________ is the owner
of __________________________________________ fully paid and non-assessable
shares of Common Shares, $.01 par value per share, of Eaton Vance Tax-Managed
Global Buy-Write Opportunities Fund (the "Fund") transferable only on the books
of the Fund by the holder thereof in person or by duly authorized Attorney upon
surrender of this Certificate properly endorsed. This Certificate is not valid
unless countersigned by the transfer agent and registrar.

     A statement in full, of all the designations, preferences, qualifications,
limitations, restrictions and special or relative rights of the shares of each
class authorized to be issued, will be furnished by the Fund to any shareholders
upon request and without charge.

     IN WITNESS WHEREOF, the Fund has caused this Certificate to be signed by
its duly authorized officers and its Seal to be hereunto affixed this
_______________________ day of _______________________ A.D. 2005.

Investors Bank & Trust Company          EATON VANCE TAX-MANAGED GLOBAL
As Transfer Agent and Registrar         BUY-WRITE OPPORTUNITIES FUND


By:                                     By:
    ---------------------------------       ------------------------------------
    Authorized Signature                    President

                                        Attest:
                                                --------------------------------
                                                Secretary

<PAGE>

     FOR VALUE RECEIVED, ____________________________________ hereby sells,
assigns and transfers unto _____________________________ Shares represented by
this Certificate, and do hereby irrevocably constitute and appoint
____________________________________ Attorney to transfer the said Shares on the
books of the within named Fund with full power of substitution in the premises.

Dated ______________________________, ________________

In presence of

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

          Shares of Common Shares evidenced by this Certificate may be sold,
          transferred, or otherwise disposed of only pursuant to the provisions
          of the Fund's Agreement and Declaration of Trust, as amended, a copy
          of which may be at the office of the Secretary of the Commonwealth of
          Massachusetts.

          The Fund will furnish to any shareholder, upon request and without
          charge, a full statement of the designations, preferences, limitations
          and relative rights of the shares of each class of series of capital
          stock of the Fund authorized to be issued, so far as they have been
          determined, and the authority of the Board of Trustees to determine
          the relative rights and preferences of subsequent classes or series.
          Any such request should be addressed to the Secretary of the Fund.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(E)
<SEQUENCE>3
<FILENAME>b56372a1exv99wxey.txt
<DESCRIPTION>DIVIDEND REINVESTMENT PLAN
<TEXT>
<PAGE>
                                                                     Exhibit (e)

           EATON VANCE TAX-MANAGED GLOBAL BUY-WRITE OPPORTUNITIES FUND

               TERMS AND CONDITIONS OF DIVIDEND REINVESTMENT PLAN

     Holders of common shares (the "Shares") of Eaton Vance Tax-Managed Global
Buy-Write Opportunities Fund (the "Fund") who participate (the "Participants")
in the Fund's Dividend Reinvestment Plan (the "Plan") are advised as follows:

     1. THE PLAN AGENT. PFPC Inc. (the "Agent") will act as Agent for each
Participant. The Agent will open an account for each Participant under the Plan
in the same name as his or her outstanding Shares are registered.

     2. ELECTION TO PARTICIPATE. A Shareholder may elect to receive all
distributions ("Distributions") payable with respect to his or her Shares in
additional Shares. To participate in the Plan and receive all Distributions in
Shares, a Shareholder must indicate his or her election to do so by completing
and returning to the Plan Agent a Dividend Reinvestment Plan Application Form.
Shareholders who do not elect to participate in the Plan by completing and
returning such Form will receive Distributions in cash paid directly by the Plan
Agent as dividend disbursing agent for the applicable Fund.

     3. MARKET PREMIUM ISSUANCES. If on the payment date for a Distribution, the
net asset value per Share is equal to or less than the market price per Share
plus estimated brokerage commissions, the Agent shall receive newly issued
Shares, including fractions, from the Fund for each Participant's account. The
number of additional Shares to be credited shall be determined by dividing the
dollar amount of the Distribution by the greater of the net asset value per
Share on the payment date, or 95% of the then current market price per Share.

     4. MARKET DISCOUNT PURCHASES. If the net asset value per Share exceeds the
market price plus estimated brokerage commissions on the payment date for a
Distribution, the Agent (or a broker-dealer selected by the Agent) shall
endeavor, for a purchase period of 30 days, to apply the amount of such
Distribution on each Participant's Shares (less their pro rata share of
brokerage commissions incurred) to purchase Shares on the open market. The
weighted average price (including brokerage commissions) of all Shares purchased
by the Agent as Agent shall be the price per Share allocable to each
Participant. If, at the close of business on any day during the purchase period
on which net asset value per Share is calculated such net asset value equals or
is less than the market price per Share plus estimated brokerage commissions,
the Agent will cease open-market purchases, and the uninvested portion of such
Distribution shall be filled through the issuance of new Shares from the Fund at
the price set forth in Paragraph 3 above. Open-market purchases may be made on
any securities exchange where Shares are traded, in the over-the-counter market
or in negotiated transactions, and may be on such terms as to price, delivery
and otherwise as the Agent shall determine.

     5. VALUATION. The market price of Shares on a particular date shall be the
last sales price on the Exchange where the Shares are listed on that date, or,
if there is no sale on such Exchange on that date, then the mean between the
closing bid and asked quotations on such Exchange on such date. The net asset
value per Share on a particular date shall be the amount most recently
calculated by or on behalf of the Fund as required by law.

     6. LIABILITY OF AGENT. The Agent shall at all times act in good faith and
agree to use its best efforts within reasonable limits to ensure the accuracy of
all services performed under this Agreement and to comply with applicable law,
but assumes no responsibility and shall not be liable for loss or damage due to
errors unless such error is caused by the Agent's negligence, bad faith, or
willful misconduct or that of its employees. Each Participant's uninvested funds
held by the Agent will not bear interest. The Agent shall have no liability in
connection with any inability to purchase Shares within the time provided, or

<PAGE>

with the timing of any purchases effected. The Agent shall have no
responsibility for the value of Shares acquired. For the purpose of cash
investments, the Agent may commingle Participants' funds (of the same Fund).

     7. RECORDKEEPING. The Agent may hold each Participant's Shares acquired
pursuant to the Plan together with the Shares of other shareholders of the Fund
acquired pursuant to the Plan in noncertificated form in the Agent's name or
that of the Agent's nominee. Upon a Participant's written request, the Agent
will deliver to the Participant, without charge, a certificate or certificates
for the full shares. Each Participant will be sent a confirmation by the Agent
of each acquisition made for their account as soon as practicable, but not later
than 60 days after the date thereof. Although each Participant may from time to
time have an undivided fractional interest in a share of the Fund, no
certificates for a fractional share will be issued. Distributions on fractional
shares will be credited to each Participant's account. In the event of
termination of a Participant's account under the Plan, the Agent will adjust for
any such undivided fractional interest in cash at the market value of Shares at
the time of termination.

     Any share dividends or split shares distributed by the Fund on Shares held
by the Agent for Participants will be credited to their accounts. In the event
that the Fund makes available to its shareholders rights to purchase additional
shares of other securities, the Shares held for each Participant under the Plan
will be added to other shares held by the Participant in calculating the number
of rights to be issued to each Participant.

     8. PROXY MATERIALS. The Agent will forward to each Participant any proxy
solicitation material and will vote any shares so held for each Participant
first in accordance with the instructions set forth on proxies returned by the
Participant to the Fund, and then with respect to any proxies not returned by
the Participant to the Fund in the same portion as the Agent votes proxies
returned by the Participants to the Fund.

     9. FEES. The Agent's service fee for handling Distributions will be paid by
the Fund. Each Participant will be charged their PRO RATA share of brokerage
commissions on all open-market purchases. If a Participant elects by notice to
the Agent to have the Agent sell part or all of his or her Shares and remit the
proceeds, the Agent is authorized to deduct a $5.00 fee plus brokerage
commissions from the proceeds.

     10. TERMINATION IN THE PLAN. Each registered Participant may terminate his
or her account under the Plan by notifying the Agent in writing at P.O. Box
43027, Providence, RI 02940-3027, or by telephone at 800-331-1710. Such
termination will be effective with respect to a Distribution if the
Participant's notice is received by the Agent prior to the Distribution record
date. The Plan may be terminated by the Agent or the Fund upon notice in writing
mailed to each Participant at least 30 days prior to any record date for the
payment of any Distribution. Upon any termination, the Agent will cause a
certificate or certificates to be issued for the full shares held for each
Participant under the Plan and cash adjustment for any fraction to be delivered
to them without charge.

     11. AMENDMENT OF THE PLAN. These terms and conditions may be amended by the
Agent, or the Fund at any time or times but, except when necessary or
appropriate to comply with applicable law or the rules or policies of the
Securities and Exchange Commission or any other regulatory authority, only by
mailing to each Participant appropriate written notice at least 30 days prior to
the effective date thereof. The amendment shall be deemed to be accepted by each
Participant unless, prior to the effective date thereof, the Agent receives
notice of the termination of the Participant's account under the Plan. Any such
amendment may include an appointment by the Agent of a successor Agent.

     12. APPLICABLE LAW. These terms and conditions shall be governed by the
laws of The Commonwealth of Massachusetts.


                                        2
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(G)(1)
<SEQUENCE>4
<FILENAME>b56372a1exv99wxgyx1y.txt
<DESCRIPTION>INVESTMENT ADVISORY AGREEMENT
<TEXT>
<PAGE>
                                                                  Exhibit (g)(1)

           EATON VANCE TAX-MANAGED GLOBAL BUY-WRITE OPPORTUNITIES FUND
                          INVESTMENT ADVISORY AGREEMENT

     AGREEMENT made this 18th day of April, 2005, between Eaton Vance
Tax-Managed Global Buy-Write Opportunities Fund, a Massachusetts business trust
(the "Trust"), and Eaton Vance Management, a Massachusetts business trust (the
"Adviser").

     1. DUTIES OF THE ADVISER. The Trust hereby employs the Adviser to act as
investment adviser for and to manage the investment and reinvestment of the
assets of the Trust and to administer its affairs, subject to the supervision of
the Trustees of the Trust, for the period and on the terms set forth in this
Agreement.

     The Adviser hereby accepts such employment, and undertakes to afford to the
Trust the advice and assistance of the Adviser's organization in the choice of
investments and in the purchase and sale of securities for the Trust and to
furnish for the use of the Trust office space and all necessary office
facilities, equipment and personnel for servicing the investments of the Trust
and to pay the salaries and fees of all officers and Trustees of the Trust who
are members of the Adviser's organization and all personnel of the Adviser
performing services relating to research and investment activities. The Adviser
shall for all purposes herein be deemed to be an independent contractor and
shall, except as otherwise expressly provided or authorized, have no authority
to act for or represent the Trust in any way or otherwise be deemed an agent of
the Trust.

     The Adviser shall provide the Trust with such investment management and
supervision as the Trust may from time to time consider necessary for the proper
supervision of the Trust. As investment adviser to the Trust, the Adviser shall
furnish continuously an investment program and shall determine from time to time
what securities and other investments shall be acquired, disposed of or
exchanged and what portion of the Trust's assets shall be held uninvested,
subject always to the applicable restrictions of the Declaration of Trust,
By-Laws and registration statement of the Trust. Should the Trustees of the
Trust at any time, however, make any specific determination as to investment
policy for the Trust and notify the Adviser thereof in writing, the Adviser
shall be bound by such determination for the period, if any, specified in such
notice or until similarly notified that such determination has been revoked. The
Adviser shall take, on behalf of the Trust, all actions that it deems necessary
or desirable to implement the investment policies of the Trust.

     The Adviser shall place all orders for the purchase or sale of portfolio
securities for the account of the Trust either directly with the issuer or with
brokers or dealers selected by the Adviser, and, to that end, the Adviser is
authorized, as the agent of the Trust, to give instructions to the custodian of
the Trust as to deliveries of securities and payments of cash for the account of
the Trust. In connection with the selection of such brokers or dealers and the
placing of such orders, the Adviser shall adhere to procedures adopted by the
Board of Trustees of the Trust.

     The Adviser shall not be responsible for providing certain special
administrative services to the Trust under this Agreement. Eaton Vance
Management, in its capacity as Administrator of the Trust, shall be responsible
for providing such services to the Trust under the Trust's separate
Administration Agreement.

<PAGE>

     2. COMPENSATION OF THE ADVISER. For the services, payments and facilities
to be furnished hereunder by the Adviser, the Adviser shall be entitled to
receive from the Trust compensation in an amount equal to 1.00% annually of the
average daily gross assets of the Trust. (For purposes of this calculation,
"gross assets" of the Trust shall mean total assets of the Trust, including any
form of investment leverage, minus all accrued expenses incurred in the normal
course of operations, but not excluding any liabilities or obligations
attributable to investment leverage obtained through (i) indebtedness of any
type (including, without limitation, borrowing through a credit facility or the
issuance debt securities), (ii) the issuance of preferred stock or other similar
preference securities, (iii) the reinvestment of collateral received for
securities loaned in accordance with the Trust's investment objectives and
policies, and/or (iv) any other means.)

     Such compensation shall be paid monthly in arrears on the last business day
of each month. The Trust's net assets shall be computed in accordance with the
Declaration of Trust of the Trust and any applicable votes and determinations of
the Trustees of the Trust.

     In case of initiation or termination of the Agreement during any month, the
fee for that month shall be reduced proportionately on the basis of the number
of calendar days during which the Agreement is in effect and the fee shall be
computed upon the basis of the average gross assets for the business days the
Agreement is so in effect for that month.

     The Adviser may, from time to time, waive all or a part of the above
compensation.

     3. ALLOCATION OF CHARGES AND EXPENSES. It is understood that the Trust will
pay all expenses other than those expressly stated to be payable by the Adviser
hereunder, which expenses payable by the Trust shall include, without implied
limitation (i) expenses of maintaining the Trust and continuing its existence;
(ii) registration of the Trust under the Investment Company Act of 1940; (iii)
commissions, spreads, fees and other expenses connected with the acquisition,
holding and disposition of securities and other investments; (iv) auditing,
accounting and legal expenses; (v) taxes and interest; (vi) governmental fees;
(vii) expenses of listing shares of the Trust with a stock exchange, and
expenses of issue, sale, repurchase and redemption (if any) of interests in the
Trust, including expenses of conducting tender offers for the purpose of
repurchasing Trust interests; (viii) expenses of registering and qualifying the
Trust and its shares under federal and state securities laws and of preparing
and filing registration statements and amendments for such purposes; (ix)
expenses of reports and notices to shareholders and of meetings of shareholders
and proxy solicitations therefore; (x) expenses of reports to governmental
officers and commissions; (xi) insurance expenses; (xii) association membership
dues; (xiii) fees, expenses and disbursements of custodians and subcustodians
for all services to the Trust (including, without limitation, safekeeping of
funds, securities and other investments, keeping of books, accounts and records,
and determination of net asset values); (xiv) fees, expenses and disbursements
of transfer agents, dividend disbursing agents, shareholder servicing agents and
registrars for all services to the Trust; (xv) expenses for servicing
shareholder accounts; (xvi) any direct charges to shareholders approved by the
Trustees of the Trust; (xvii) compensation and expenses of Trustees of the Trust
who are not members of the Adviser's organization; (xviii) pricing and valuation
services employed by the Trust; (xix) all expenses incurred in connection with
leveraging of Trust's assets through a line of credit, or issuing and
maintaining preferred shares; and (xx) such non-recurring items as may arise,
including expenses incurred in connection with litigation, proceedings and
claims and the obligation of the Trust to indemnify its Trustees, officers and
shareholders with respect thereto.


                                        2

<PAGE>

     4. OTHER INTERESTS. It is understood that Trustees and officers of the
Trust and shareholders of the Trust are or may be or become interested in the
Adviser as trustees, officers, employees, shareholders or otherwise and that
trustees, officers and shareholders of the Adviser are or may be or become
similarly interested in the Trust, and that the Adviser may be or become
interested in the Trust as a shareholder or otherwise. It is also understood
that trustees, officers, employees and shareholders of the Adviser may be or
become interested (as directors, trustees, officers, employees, shareholders or
otherwise) in other companies or entities (including, without limitation, other
investment companies) that the Adviser may organize, sponsor or acquire, or with
which it may merge or consolidate, and which may include the words "Eaton Vance"
or any combination thereof as part of their name, and that the Adviser or its
subsidiaries or affiliates may enter into advisory or management agreements or
other contracts or relationships with such other companies or entities.

     5. LIMITATION OF LIABILITY OF THE ADVISER. The services of the Adviser to
the Trust are not to be deemed to be exclusive, the Adviser being free to render
services to others and engage in other business activities. In the absence of
willful misfeasance, bad faith, gross negligence or reckless disregard of
obligations or duties hereunder on the part of the Adviser, the Adviser shall
not be subject to liability to the Trust or to any shareholder of the Trust for
any act or omission in the course of, or connected with, rendering services
hereunder or for any losses that may be sustained in the acquisition, holding or
disposition of any interest in a Loan or of any security, investment or other
asset.

     6. SUB-INVESTMENT ADVISERS. The Adviser may employ one or more
sub-investment advisers from time to time to perform such of the acts and
services of the Adviser provided for by this Agreement, including the selection
of brokers or dealers to execute the Trust's portfolio security transactions,
and upon such terms and conditions as may be agreed upon between the Adviser and
such sub-investment adviser and approved by the Trustees of the Trust, all as
permitted by the Investment Company Act of 1940. This provision does not limit
the Adviser's ability, pursuant to this Agreement, to provide the services
contemplated without the assistance of a sub-investment adviser. Moreover,
subject to approval of the Trust's Board of Trustees, the Adviser retains
complete authority at any time immediately to assume direct responsibility for
any function delegated to a sub-investment adviser pursuant to this Section 6
without the need for any approval by the holders of the voting securities of the
Trust.

     7. DURATION AND TERMINATION OF THIS AGREEMENT. This Agreement shall become
effective upon the date of its execution, and, unless terminated as herein
provided, shall remain in full force and effect through and including April 18,
2007 and shall continue in full force and effect indefinitely thereafter, but
only so long as such continuance after April 18, 2007 is specifically approved
at least annually (i) by the Board of Trustees of the Trust or by vote of a
majority of the outstanding voting securities of the Trust and (ii) by the vote
of a majority of those Trustees of the Trust who are not interested persons of
the Adviser or the Trust cast in person at a meeting called for the purpose of
voting on such approval.

     Either party hereto may, at any time on sixty (60) days' prior written
notice to the other, terminate this Agreement without the payment of any
penalty, by action of Trustees of the Trust or the trustees of the Adviser, as
the case may be, and the Trust may, at any time upon such written notice to the
Adviser, terminate this Agreement by vote of a majority of the outstanding
voting securities of the Trust. This Agreement shall terminate automatically in
the event of its assignment.

     8. AMENDMENTS OF THE AGREEMENT. This Agreement may be amended by a writing
signed by both parties hereto, provided that no amendment to this Agreement
shall be effective until approved (i) by the vote of a majority of those
Trustees of the Trust who are not interested persons of the Adviser or the Trust
cast in person at a meeting called for the purpose of voting on such approval,
and (ii) by vote of a majority of the outstanding voting securities of the
Trust, except for any such amendment as may be effected in the absence of such
approval without violating the Investment Company Act of 1940.


                                        3

<PAGE>

     9. LIMITATION OF LIABILITY. The Adviser expressly acknowledges the
provision in the Declaration of Trust of the Trust limiting the personal
liability of the Trustees, officers and shareholders of the Trust, and the
Adviser hereby agrees that it shall have recourse to the Trust for payment of
claims or obligations as between the Trust and the Adviser arising out of this
Agreement and shall not seek satisfaction from any Trustee, officer or
shareholders of the Trust.

     10. USE OF THE NAME "EATON VANCE". The Adviser hereby consents to the use
by the Trust of the name "Eaton Vance" as part of the Trust's name; provided,
however, that such consent shall be conditioned upon the employment of the
Adviser or one of its affiliates as the investment adviser of the Trust. The
name "Eaton Vance" or any variation thereof may be used from time to time in
other connections and for other purposes by the Adviser and its affiliates and
other investment companies that have obtained consent to the use of the name
"Eaton Vance". The Adviser shall have the right to require the Trust to cease
using the name "Eaton Vance" as part of the Trust's name if the Trust ceases,
for any reason, to employ the Adviser or one of its affiliates as the Trust's
investment adviser. Future names adopted by the Trust for itself, insofar as
such names include identifying words requiring the consent of the Adviser, shall
be the property of the Adviser and shall be subject to the same terms and
conditions.

     11. CERTAIN DEFINITIONS. The terms "assignment" and "interested persons"
when used herein shall have the respective meanings specified in the Investment
Company Act of 1940 as now in effect or as hereafter amended subject, however,
to such exemptions as may be granted by the Securities and Exchange Commission
by any rule, regulation or order. The term "vote of a majority of the
outstanding voting securities" shall mean the vote, at a meeting of
shareholders, of the lesser of (a) 67 per centum or more of the shares of the
Trust present or represented by proxy at the meeting if the shareholders of more
than 50 per centum of the shares of the Trust are present or represented by
proxy at the meeting, or (b) more than 50 per centum of the shares of the Trust.

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on the day and year first above written.

                                        EATON VANCE TAX-MANAGED GLOBAL
                                        BUY-WRITE OPPORTUNITIES FUND


                                        By: /s/ Duncan W. Richardson
                                            ------------------------------------
                                            Duncan W. Richardson
                                            President, and not Individually


                                        EATON VANCE MANAGEMENT


                                        By: /s/ Frederick S. Marius
                                            ------------------------------------
                                            Frederick S. Marius
                                            Vice President, and not Individually


                                        4
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(G)(2)
<SEQUENCE>5
<FILENAME>b56372a1exv99wxgyx2y.txt
<DESCRIPTION>SUB-ADVISORY AGREEMENT WITH RAMPART INVESTMENT MANAGEMENT COMPANY, INC.
<TEXT>
<PAGE>
                                                                  Exhibit (g)(2)

           EATON VANCE TAX-MANAGED GLOBAL BUY-WRITE OPPORTUNITIES FUND
                        INVESTMENT SUB-ADVISORY AGREEMENT

AGREEMENT effective this 8th day of August, 2005 between Eaton Vance Management,
a Massachusetts business trust (the "Adviser"), and Rampart Investment
Management Company, Inc., a Massachusetts corporation (the "Sub-Adviser").

WHEREAS, Eaton Vance Tax-Managed Global Buy-Write Opportunities Fund (the
"Trust") is registered under the Investment Company Act of 1940, as amended (the
"1940 Act"), as a closed-end, management investment company; and

WHEREAS, pursuant to an Investment Advisory Agreement, dated April 18, 2005 (the
"Advisory Agreement"), a copy of which has been provided to the Sub-Adviser, the
Trust has retained the Adviser to render advisory and management services with
regard to the Trust's options strategy; and

WHEREAS, pursuant to authority granted to the Adviser in the Advisory Agreement,
the Adviser wishes to retain the Sub-Adviser to furnish investment advisory
services to the Trust related to the Trust's options strategy, and the
Sub-Adviser is willing to furnish such services to the Trust and the Adviser.

NOW, THEREFORE, in consideration of the premises and the promises and mutual
covenants herein contained, it is agreed between the Adviser and the Sub-Adviser
as follows:

     1. APPOINTMENT. The Adviser hereby appoints the Sub-Adviser to act as the
investment adviser for and to manage the investment and reinvestment of the
assets of the Trust related to the Trust's option strategy on the terms set
forth in this Agreement. The Sub-Adviser accepts such appointment and agrees to
furnish the services herein set forth herein for the compensation herein
provided. The Sub-Adviser shall not be responsible for aspects of the Trust's
investment program other than its option strategy, including without limitation
purchases and sales of securities other than options, selection of brokers to
conduct such purchases and sales of securities other than options, compliance
with investment policies and restrictions other than those concerning options,
or proxy voting.

     2. SUB-ADVISER DUTIES. Subject to the supervision of the Trust's Board of
Trustees (the "Board") and the Adviser, the Sub-Adviser will provide a
continuous investment program relating to the Trust's purchase or sale of
options for the Trust's portfolio. Subject to approval of the Trust's Board and
notice to the Sub-Adviser, the Adviser retains complete authority immediately to
assume direct responsibility for any function delegated to the Sub-Adviser under
this Agreement. Subject to the foregoing, the Sub-Adviser will provide options
investment research and conduct a continuous program of options evaluation,
investment, sales, and reinvestment of the Trust's assets by determining the
options strategy that the Trust shall pursue, including which options shall be
purchased, entered into, sold, closed, or exchanged for the Trust, when these
transactions should be executed, and what portion of the assets of the Trust
shall have options written against. The Sub-Adviser will provide the services
under this Agreement in accordance with the Trust's investment objective or
objectives, policies, and restrictions as stated in the Trust's Registration
Statement filed with the Securities and Exchange Commission ("SEC"), as amended
(the "Registration Statement"), copies of which shall be sent to the Sub-Adviser
by the Adviser prior to the commencement of this Agreement and promptly
following any such amendment. The Adviser and the Sub-Adviser further agree as
follows:

          a. Each of the Adviser and the Sub-Adviser will conform materially
with the 1940 Act and all rules and regulations thereunder, all other applicable
federal and state laws and regulations, with materially any applicable
procedures adopted by the Trust's Board of which the Sub-Adviser has been sent a
copy, and the provisions of the Registration Statement, of which the Sub-Adviser
has received a copy and with the Sub-Adviser's portfolio manager operating

<PAGE>

policies and procedures as are approved by the Adviser. Each of the Adviser and
the Sub-Adviser shall exercise reasonable care in the performance of its duties
under the Agreement.

          b. In connection with any purchase and sale of securities for the
Trust related to the implementation of the options strategy developed by the
Sub-Adviser, the Sub-Adviser will arrange for the transmission to the custodian
for the Trust (the "Custodian") on a daily basis such confirmation, trade
tickets, and other documents and information, including, but not limited to,
Cusip, Cedel, or other numbers that identify options to be purchased or sold on
behalf of the Trust, as may be reasonably necessary to enable the Custodian to
perform its administrative and recordkeeping responsibilities with respect to
the Trust. With respect to options to be settled through the Trust's Custodian,
the Sub-Adviser will arrange for the prompt transmission of the confirmation of
such options trades to the Trust's Custodian.

          c. The Sub-Adviser will assist the Custodian in determining or
confirming, consistent with the procedures and policies stated in the
Registration Statement or adopted by the Board, the value of any options or
other assets of the Trust for which the Sub-Adviser is responsible and for which
the Custodian seeks assistance from or identifies for review by the Sub-Adviser;
provided that the Sub-Adviser shall be responsible for determining in good
faith, consistent with the procedures and policies stated in the Registration
Statement or adopted by the Board, the fair value of the Trust's portfolio of
options for which the Sub-Adviser is responsible and shall obtain at its own
expense pricing services for the Trust's portfolio of options from Interactive
Data ("IDS"), Bloomberg, or another pricing service to be mutually agreed. The
parties acknowledge that the Sub-Adviser is not a custodian of the Trust's
assets and will not take possession or custody of such assets.

          d. Following the end of the Trust's semi-annual period and fiscal
year, the Sub-Adviser will assist the Adviser in preparing a letter to
shareholders containing a discussion of relevant investment factors in respect
of both the prior quarter and the fiscal year to date.

          e. The Sub-Adviser will complete and deliver to the Adviser for each
quarter by the 5th business day of the following quarter a written compliance
checklist in a form provided by the Adviser relating to the performances of the
Sub-Adviser under this Agreement.

          f. The Sub-Adviser will make available to the Trust and the Adviser,
promptly upon request, any of the Trust's investment records and ledgers
maintained by the Sub-Adviser (which shall not include the records and ledgers
maintained by the Custodian or portfolio accounting agent for the Trust) as are
necessary to assist the Trust and the Adviser to comply with requirements of the
1940 Act and the Investment Advisers Act of 1940, as amended (the "Advisers
Act"), and the rules under each, as well as other applicable laws. The
Sub-Adviser will furnish to regulatory authorities having the requisite
authority any information or reports in connection with such services in respect
to the Trust which may be requested by such authorities in order to ascertain
whether the operations of the Trust are being conducted in a manner consistent
with applicable laws and regulations.

          g. The Sub-Adviser will provide reports to the Board for consideration
at meetings of the Board on the options portion of the investment program for
the Trust and the options purchased and sold for the Trust's portfolio, and will
furnish the Board with such periodic and special reports as the Board and the
Adviser may reasonably request.


                                        2

<PAGE>

          h. The Adviser shall assure that the Trust complies with its
investment policies and restrictions as set forth in the Registration Statement,
except for policies and restrictions concerning implementation of the Trust's
options strategy, and the Adviser acknowledges that the Sub-Adviser shall not be
responsible for the Trust's compliance with its investment policies and
restrictions other than those concerning implementation of the Trust's option
strategy.

          i. The Adviser acknowledges that the Sub-Adviser shall not be
responsible for meeting or monitoring compliance with the income and asset
diversification requirements of Section 851 of the Internal Revenue Code, and
the Adviser acknowledges that the Adviser is responsible for the same.

     3. BROKER-DEALER SELECTION. The Sub-Adviser is authorized to make decisions
to buy and sell options for the Trust's portfolio, and to select broker-dealers
and to negotiate brokerage commission rates in effecting an option transaction.
The Sub-Adviser's primary consideration in effecting an option transaction will
be to obtain the best execution for the Trust, taking into account the factors
specified in the prospectus and/or statement of additional information for the
Trust, and determined in consultation with the Adviser, which include price
(including the applicable brokerage commission or dollar spread), the size of
the order, the nature of the market for the option, the timing of the
transaction, the reputation, experience and financial stability of the
broker-dealer involved, the quality of the service, the difficulty of execution,
and the execution capabilities and operational facilities of the firm involved,
and the firm's risk in positioning a block of options. Accordingly, the price to
the Trust in any transaction may be less favorable than that available from
another broker-dealer if the difference is reasonably justified, in the judgment
of the Sub-Adviser in the exercise of its fiduciary obligations to the Trust, by
other aspects of the portfolio execution services offered. The Sub-Adviser shall
not receive any research service from any broker-dealer or from any third party
that is paid by such broker-dealer in return for placing trades through such
broker-dealer on behalf of the Trust. The Sub-Adviser will consult with the
Adviser to ensure that portfolio transactions on behalf of the Trust are
directed to broker-dealers on the basis of criteria reasonably considered
appropriate by the Adviser. To the extent consistent with these standards, the
Sub-Adviser is further authorized to allocate the orders placed by it on behalf
of the Trust to an affiliated broker-dealer. Such allocation shall be in such
amounts and proportions as the Sub-Adviser shall determine consistent with the
above standards, and the Sub-Adviser will report on said allocation regularly to
the Trust's Board indicating the broker-dealers to which such allocations have
been made and the basis therefore.

     4. DISCLOSURE ABOUT SUB-ADVISER. The Sub-Adviser has reviewed the most
recent Amendment to the Registration Statement that contains disclosure about
the Sub-Adviser, and represents and warrants that, with respect only to the
disclosure expressly concerning the Sub-Adviser, its business, operations, or
employees, such Registration Statement contains, as of the date hereof, no
untrue statement of any material fact and do not omit any statement of a
material fact which was required to be stated therein or necessary to make the
statements contained therein, in light of the circumstances under which they
were made, not misleading. The Sub-Adviser further represents and warrants that
it is a duly registered investment adviser under the Advisers Act and will
maintain such registration so long as this Agreement remains in effect. The
Adviser hereby acknowledges that it has received a copy of the Sub-Adviser's
Form ADV, Part II at least 48 hours prior to entering into this Agreement.

     5. EXPENSES. During the term of this Agreement, the Sub-Adviser will pay
all expenses incurred by it and its staff and for their activities in connection
with its duties under this Agreement including, but not limited to, rental and
overhead expenses, expenses of the Sub-Adviser's personnel, pricing services in
accordance with Section 2, insurance of the Sub-Adviser and its personnel,
research services, and taxes of the Sub-Adviser. The Adviser or the Trust shall
be responsible for all other expenses of the Trust's or the Adviser's
operations, including without limitation costs of marketing or distributing
shares of the Trust, brokerage expenses and commissions, custody and banking


                                        3

<PAGE>

expenses, administration expenses, legal, audit and other professional expenses,
governmental filing fees, and costs of communications with shareholders.

     6. COMPENSATION. For the services provided to the Trust, the Adviser will
pay the Sub-Adviser an annual fee equal to the amount specified in SCHEDULE A
hereto, payable monthly in arrears on the last business day of each month. The
fee will be appropriately prorated to reflect any portion of a calendar month
that this Agreement is not in effect among the parties. The Adviser is solely
responsible for the payment of fees to the Sub-Adviser, and the Sub-Adviser
agrees to seek payment of its fees solely from the Adviser. The Trust shall have
no liability for Sub-Adviser's fee hereunder.

     7. MATERIALS. During the term of this Agreement, the Adviser agrees to
furnish the Sub-Adviser at its principal office all prospectuses, proxy
statements, and reports to shareholders prepared for distribution to
shareholders of the Trust, all sales literature or advertisements for the Trust,
and all other communications with the public of the Trust, or the Adviser that
refer to the Sub-Adviser in any way, prior to the use thereof, and the Adviser
shall not use any such materials if the Sub-Adviser reasonably objects in
writing within 2 business days (or such other period as may be mutually agreed)
after receipt thereof. The Sub-Adviser's right to object to such materials is
limited to reasonable objections related to the portions of such materials that
expressly relate to the Sub-Adviser, its services and its clients. The Adviser
agrees to use its reasonable best efforts to ensure that materials prepared by
its employees or agents or its affiliates that refer to the Sub-Adviser or its
clients in any way are consistent with those materials previously approved by
the Sub-Adviser as referenced in the first sentence of this paragraph.

     8. COMPLIANCE.

          a. As required by Rule 206(4)-7 under the Advisers Act, the
Sub-Adviser has adopted written policies and procedures reasonably designed to
prevent violation by it, or any of its supervised persons, of the Advisers Act
and the rules under the Advisers Act and all other laws and regulations relevant
to the performance of its duties under this Agreement. The Sub-Adviser has
designated a chief compliance officer responsible for administering these
compliance policies and procedures. The chief compliance officer at the
Sub-Adviser's expense shall provide such written compliance reports relating to
the operations and compliance procedures of the Sub-Adviser to the Adviser
and/or the Trust and their respective chief compliance officers as may be
required by law or regulation or as are otherwise reasonably requested.
Moreover, the Sub-Adviser agrees to use such other or additional compliance
techniques as the Adviser or the Board may reasonably adopt or approve,
including written compliance procedures.

          b. The Sub-Adviser agrees that it shall promptly notify, if legally
permitted, the Adviser and the Trust (1) in the event that the SEC has censured
the Sub-Adviser; placed limitations upon its activities, functions or
operations; suspended or revoked its registration as an investment adviser;
commenced proceedings or an investigation (formally or informally) that may
result in any of these actions; or corresponded with the Sub-Adviser on a
non-routine basis concerning either the Sub-Adviser's performances under this
Agreement or any other matter that might materially affect the ability of the
Sub-Adviser to perform its duties under this Agreement, including sending a
deficiency letter or raising issues about the business, operations, or practices
of the Sub-Adviser, (2) in the event of any notice of investigation,
examination, inquiry, audit or subpoena of the Sub-Adviser or any of its
officers or employees by any federal, state, municipal or other governmental
department, commission, bureau, board, agency or instrumentality. If legally
permitted, the Sub-Adviser will furnish the Adviser, upon request, copies of any
and all documents relating to the foregoing. The Sub-Adviser further agrees to
notify the Adviser and the Trust promptly of any material fact known to the
Sub-Adviser respecting or relating to the Sub-Adviser that is not contained in
the Registration Statement or prospectus for the Trust, or any amendment or


                                        4

<PAGE>

supplement thereto that is required to be so contained, or if any statement
contained therein concerning the Sub-Adviser that becomes untrue in any material
respect.

          c. The Adviser agrees that it shall promptly notify, if legally
permitted, the Sub-Adviser (1) in the event that the SEC has censured the
Adviser or the Trust; placed limitations upon either of their activities,
functions, or operations; suspended or revoked the Adviser's registration as an
investment adviser; suspended or revoked the Trust's registration under the 1940
Act, issued any stop order concerning any offering of the Trust's securities, or
has commenced proceedings or an investigation that may result in any of these
actions, or corresponded with the Adviser or the Trust on a non-routine basis
concerning the management or operations of the Trust or the advisory services
provided by the Adviser to the Trust that would have a material adverse impact
on the Sub-Adviser or (2) upon having a reasonable basis for believing that the
Trust has ceased to qualify or might not qualify as a regulated investment
company under Subchapter M of the Internal Revenue Code. If legally permitted,
the Adviser will furnish the Sub-Adviser, upon request, copies of any and all
documents relating to the foregoing.

          d. The Sub-Adviser will provide the Adviser with such reports,
presentations, certifications and other information as the Adviser may
reasonably request from time to time concerning the business and operations of
the Sub-Adviser in performing services hereunder or generally concerning the
Sub-Adviser's investment advisory services, the Sub-Adviser's compliance with
applicable federal, state and local law and regulations, and changes in the
Sub-Adviser's key personnel, investment strategies, policies and procedures, and
other matters that are likely to have a material impact on the Sub-Advisers
duties hereunder. The Adviser and the Trust shall provide the Sub-Adviser with
such reports as the Sub-Adviser may from time to time reasonably request
concerning their compliance with applicable federal, state and local law and
regulations.

     9. BOOKS AND RECORDS. The Sub-Adviser hereby agrees that all records which
it maintains for the Trust are the property of the Trust and further agrees to
surrender promptly to the Trust any of such records upon the Trust's or the
Adviser's request in compliance with the requirements of Rule 31a-3 under the
1940 Act, although the Sub-Adviser may, at its own expense, make and retain a
copy of such records. The Sub-Adviser further agrees to preserve for the periods
prescribed by Rule 31a-2 under the 1940 Act the records required to be
maintained by Rule 31a-l under the 1940 Act.

     10. COOPERATION; CONFIDENTIALITY; PROPRIETARY RIGHTS. Each party to this
Agreement agrees to cooperate with the other party and with all appropriate
governmental authorities having the requisite jurisdiction (including, but not
limited to, the SEC) in connection with any investigation or inquiry relating to
this Agreement or the Trust. Subject to the foregoing, the Sub-Adviser shall
treat as confidential and use only in connection with the Trust in accordance
with this Agreement all information pertaining to the Trust, actions of the
Trust or the Adviser, and the Adviser shall treat as confidential and use only
in connection with the Trust in accordance with this Agreement all information
furnished to the Trust or the Adviser by the Sub-Adviser (and all derivative
works produced therefrom), in connection with its duties under this Agreement
except that the aforesaid information need not be treated as confidential if
required to be disclosed under applicable law, if generally available to the
public through means that do not involve a breach of this section by the
Sub-Adviser or the Adviser, or if available from a source other than the
Adviser, Sub-Adviser or the Trust. The parties acknowledge that any breach of
the undertaking in the immediately preceding sentence might result in immediate,
irreparable injury to another party and that, accordingly, equitable remedies,
including EX PARTE remedies, are appropriate in the event of any actual,
apparent, or threatened breach of such undertaking.

          The Adviser acknowledges that the Sub-Adviser is the sole owner of the
names "Rampart Investment Management" and "ROMS", and all related names, marks,
and trade dress (the "Rampart Marks") and all associated goodwill. The Adviser
shall not take any action inconsistent with such ownership, including, without


                                        5

<PAGE>

limitation, contesting the Sub-Adviser's ownership of or validity of the Rampart
Marks. The Adviser agrees that all use of the Rampart Marks under this Agreement
inures to the benefit of the Sub-Adviser. Apart from the license granted in the
next paragraph, the Adviser shall acquire no right, title or interest of any
kind or nature whatsoever in the Rampart Marks and the goodwill associated
therewith by virtue of this Agreement. The Adviser shall upon request execute
and deliver such documents as the Sub-Adviser may reasonably require to further
evidence, assure, and confirm the rights of the Sub-Adviser in the Rampart
Marks.

          The Sub-Adviser hereby grants to the Adviser and the Trust a
non-exclusive worldwide license to use, publish, reproduce, modify, and
distribute the Rampart Marks solely in connection with the conduct of the
business of the Trust and in accordance with this Agreement (the "License"). The
Adviser and the Trust shall not use, publish, reproduce, modify or distribute
any Rampart Marks for any other purpose. The Adviser and the Trust shall comply
with the reasonable written instructions of the Sub-Adviser concerning the use
of the Rampart Marks under the License, including instructions concerning
trademark notices and updates of the Rampart Marks. The Sub-Adviser shall have
the right to monitor and observe the Adviser's and the Trust's use of the
Rampart Marks pursuant to the License for the purpose of protecting and
maintaining its control over the nature and quality of the Rampart Marks, and
the Adviser shall upon request supply Rampart with a written accounting of such
use.

          The Adviser acknowledges that the Sub-Adviser is the sole owner of the
Rampart Options Management System ("ROMS"). The Adviser shall not take any
action inconsistent with such ownership, including, without limitation,
contesting the Sub-Adviser's ownership of ROMS. The Adviser shall acquire no
right, title or interest of any kind or nature whatsoever in ROMS under this
Agreement. This section does not prohibit the Advisor, for the Trust or other
clients, or the Trust from either (1) contesting what constitutes part of ROMS;
(2) from using any systems, methods or processes for selecting or trading
options that are not proprietary to the Sub-Adviser; or (3)without the use of
any proprietary processes, methods, or systems of the Sub-Adviser, managing the
options strategy of the Trust where a portion of the stocks in the portfolio
have options written on them with the intention of generating income.

     11. CONTROL. Notwithstanding any other provision of the Agreement, it is
understood and agreed that the Trust shall at all times retain the ultimate
responsibility for and control of all functions performed pursuant to this
Agreement and has reserved the right to reasonably direct any action hereunder
taken on its behalf by the Sub-Adviser.

     12. LIABILITY.

          a. Except as may otherwise be required by the 1940 Act or the rules
thereunder or other applicable law, the Adviser agrees that the Sub-Adviser, any
affiliated person of the Sub-Adviser, and each person, if any, who, within the
meaning of Section 15 of the Securities Act of 1933, as amended (the "1933
Act"), controls the Sub-Adviser shall not be liable for, or subject to, any
damages, expenses, or losses in connection with, any act or omission connected
with or arising out of any services rendered under this Agreement, except by
reason of willful misfeasance, bad faith, or gross negligence in the performance
of the Sub-Adviser's duties, or any breach by the Sub-Adviser of its obligations
or duties under this Agreement.

          b. Except as may otherwise be required by the 1940 Act or the rules
thereunder or other applicable law, the Sub-Adviser agrees that the Adviser, any
affiliated person of the Adviser, and each person, if any, who, within the
meaning of Section 15 of the 1933 Act, controls the Adviser shall not be liable
for, or subject to, any damages, expenses, or losses in connection with, any act
or omission connected with or arising out of any services rendered under this


                                        6

<PAGE>

Agreement, except by reason of willful misfeasance, bad faith, or gross
negligence in the performance of the Adviser's duties, or any breach by the
Adviser of its obligations or duties under this Agreement.

     13. INDEMNIFICATION.

          a. The Adviser agrees to indemnify and hold harmless the Sub-Adviser,
any affiliated person of the Sub-Adviser, and each person, if any, who, within
the meaning of Section 15 of the 1933 Act controls ("controlling person") the
Sub-Adviser (all of such persons being referred to as "Sub-Adviser Indemnified
Persons") against any and all losses, claims, damages, liabilities, or
litigation (including legal and other expenses) to which a Sub-Adviser
Indemnified Person may become subject under the 1933 Act, the 1940 Act, the
Advisers Act, under any other statute, at common law or otherwise, arising out
of the Adviser's responsibilities to the Sub-Adviser which (1) may be based upon
the Adviser's gross negligence, willful misfeasance, or bad faith in the
performance of its duties, or by reason of the Adviser's disregard of its
obligations and duties under this Agreement and to the Trust, or (2) may be
based upon any untrue statement or alleged untrue statement of a material fact
contained in the Registration Statement or prospectus covering shares of the
Trust, or any amendment thereof or any supplement thereto, or the omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, unless such
statement or omission was made in reliance upon and conformity with information
furnished by the Sub-Adviser to the Adviser or the Trust expressly for inclusion
in such Registration Statements, prospectuses, amendments, or supplements either
in writing or orally with a subsequent confirmation by the Sub-Adviser of the
information as it appears in the Registration Statement or prospectus; provided
however, that in no case shall the indemnity in favor of the Sub-Adviser
Indemnified Person be deemed to protect such person against any liability to
which such person would otherwise be subject by reason of willful misfeasance,
bad faith, or gross negligence in the performance of its duties, or by reason of
its breach or reckless disregard of its obligations or duties under this
Agreement.

          b. Notwithstanding Section 12 of this Agreement, the Sub-Adviser
agrees to indemnify and hold harmless the Adviser, any affiliated person of the
Adviser, and any controlling person of the Adviser (all of such persons being
referred to as "Adviser Indemnified Persons") against any and all losses,
claims, damages, liabilities, or litigation (including legal and other expenses)
to which an Adviser Indemnified Person may become subject under the 1933 Act,
1940 Act, the Advisers Act, under any other statute, at common law or otherwise,
arising out of the Sub-Adviser's responsibilities as Sub-Adviser of the Trust
which (1) may be based upon the Sub-Adviser's gross negligence, willful
misfeasance, or bad faith in the performance of its duties, or by reason of the
Sub-Adviser's disregard of its obligations or duties under this Agreement, or
(2) may be based upon any untrue statement or alleged untrue statement of a
material fact contained in the Registration Statement or prospectus covering the
shares of the Trust, or any amendment or supplement thereto, or the omission or
alleged omission to state therein a material fact known or which should have
been known to the Sub-Adviser and was required to be stated therein or necessary
to make the statements therein not misleading, if such a statement or omission
was made in reliance upon and conformity with information furnished by the
Sub-Adviser to the Adviser or the Trust expressly for inclusion in such
Registration Statements, prospectuses, amendments, or supplements either in
writing or orally with a subsequent confirmation by the Sub-Adviser of the
information as it appears in the Registration Statement or prospectus; provided,
however, that in no case shall the indemnity in favor of an Adviser Indemnified
Person be deemed to protect such person against any liability to which such
person would otherwise be subject by reason of willful misfeasance, bad faith,
gross negligence in the performance of its duties, or by reason of its breach or
reckless disregard of its obligations and duties under this Agreement.


                                        7

<PAGE>

          c. The Adviser shall not be liable under Paragraph (a) of this Section
13 with respect to any claim made against a Sub-Adviser Indemnified Person
unless such Sub-Adviser Indemnified Person shall have notified the Adviser in
writing within a reasonable time after the summons or other first legal process
giving information of the nature of the claim shall have been served upon such
Sub-Adviser Indemnified Person (or after such Sub-Adviser Indemnified Person
shall have received notice of such service on any designated agent), but failure
to notify the Adviser of any such claim shall not relieve the Adviser from any
liability which it may have to the Sub-Adviser Indemnified Person against whom
such action is brought except to the extent the Adviser is prejudiced by the
failure or delay in giving such notice. In case any such action is brought
against the Sub-Adviser Indemnified Person, the Adviser will be entitled to
participate, at its own expense, in the defense thereof or, after notice to the
Sub-Adviser Indemnified Person, to assume the defense thereof, with counsel
satisfactory to the Sub-Adviser Indemnified Person. If the Adviser assumes the
defense of any such action and the selection of counsel by the Adviser to
represent the Adviser and the Sub-Adviser Indemnified Person would result in a
conflict of interests and therefore, would not, in the reasonable judgment of
the Sub-Adviser Indemnified Person, adequately represent the interests of the
Sub-Adviser Indemnified Person, the Adviser will, at its own expense, assume the
defense with counsel to the Adviser and, also at its own expense, with separate
counsel to the Sub-Adviser Indemnified Person, which counsel shall be
satisfactory to the Adviser and to the Sub-Adviser Indemnified Person. The
Sub-Adviser Indemnified Person shall bear the fees and expenses of any
additional counsel retained by it, and the Adviser shall not be liable to the
Sub-Adviser Indemnified Person under this Agreement for any legal or other
expenses subsequently incurred by the Sub-Adviser Indemnified Person
independently in connection with the defense thereof other than reasonable costs
of investigation; provided however, the Adviser shall be responsible for the
additional counsel of Sub-Adviser in the event the Adviser is determined to have
made the fraudulent representations, by the final decision of a court of
competent jurisdiction (that is not subject to appeal or as to which the time
for appeal has elapsed), and such representations are the basis for which
Sub-Adviser's liability is based. The Adviser shall not have the right to
compromise on or settle the litigation without the prior written consent of the
Sub-Adviser Indemnified Person if the compromise or settlement results, or may
result in a finding of wrongdoing on the part of the Sub-Adviser Indemnified
Person.

          d. The Sub-Adviser shall not be liable under Paragraph (b) of this
Section 13 with respect to any claim made against an Adviser Indemnified Person
unless such Adviser Indemnified Person shall have notified the Sub-Adviser in
writing within a reasonable time after the summons or other first legal process
giving information of the nature of the claim shall have been served upon such
Adviser Indemnified Person (or after such Adviser Indemnified Person shall have
received notice of such service on any designated agent), but failure to notify
the Sub-Adviser of any such claim shall not relieve the Sub-Adviser from any
liability which it may have to the Adviser Indemnified Person against whom such
action is brought except to the extent the Sub-Adviser is prejudiced by the
failure or delay in giving such notice. In case any such action is brought
against the Adviser Indemnified Person, the Sub-Adviser will be entitled to
participate, at its own expense, in the defense thereof or, after notice to the
Adviser Indemnified Person, to assume the defense thereof, with counsel
satisfactory to the Adviser Indemnified Person. If the Sub-Adviser assumes the
defense of any such action and the selection of counsel by the Sub-Adviser to
represent both the Sub-Adviser and the Adviser Indemnified Person would result
in a conflict of interests and therefore, would not, in the reasonable judgment
of the Adviser Indemnified Person, adequately represent the interests of the
Adviser Indemnified Person, the Sub-Adviser will, at its own expense, assume the
defense with counsel to the Sub-Adviser and, also at its own expense, with
separate counsel to the Adviser Indemnified Person, which counsel shall be
satisfactory to the Sub-Adviser and to the Adviser Indemnified Person. The
Adviser Indemnified Person shall bear the fees and expenses of any additional
counsel retained by it, and the Sub-Adviser shall not be liable to the Adviser
Indemnified Person under this Agreement for any legal or other expenses
subsequently incurred by the Adviser Indemnified Person independently in
connection with the defense thereof other than reasonable costs of
investigation. The Sub-Adviser shall not have the right to compromise on or


                                        8

<PAGE>

settle the litigation without the prior written consent of the Adviser
Indemnified Person if the compromise or settlement results, or may result in a
finding of wrongdoing on the part of the Adviser Indemnified Person.

     14. DURATION AND TERMINATION.

          a. This Agreement shall become effective on the date first indicated
above, subject to the condition that the Trust's Board, including a majority of
those Trustees who are not interested persons (as such term is defined in the
1940 Act) of the Adviser or the Sub-Adviser, and the Holders of Interests in the
Trust, shall have approved this Agreement in the manner required by the 1940
Act. Unless terminated as provided herein, this Agreement shall remain in full
force and effect through and including April 18, 2007 and shall continue in full
force and affect indefinitely thereafter, but only so long as such continuance
is specifically approved at least annually by (a) the Board, or by the vote of a
majority of the outstanding voting securities (as defined in the 1940 Act) of
the Trust, and (b) the vote of a majority of those Trustees who are not
interested persons (as such term is defined in the 1940 Act) of any such party
to this Agreement cast in person at a meeting called for the purpose of voting
on such approval.

          b. Notwithstanding the foregoing, this Agreement may be terminated:
(a) by the Adviser at any time without payment of any penalty, upon 60 days'
prior written notice to the Sub-Adviser and the Trust; (b) at any time without
payment of any penalty by the Trust, by the Trust's Board or a majority of the
outstanding voting securities of the Trust, upon 60 days' prior written notice
to the Adviser and the Sub-Adviser, or (c) by the Sub-Adviser upon 3 months'
prior written notice unless the Trust or the Adviser requests additional time to
find a replacement for the Sub-Adviser, in which case the Sub-Adviser shall
allow the additional time requested by the Trust or Adviser not to exceed 3
additional months beyond the initial three-month notice period; provided,
however, that the Sub-Adviser may terminate this Agreement at any time without
penalty, effective upon written notice to the Adviser and the Trust, in the
event either the Sub-Adviser (acting in good faith) or the Adviser ceases to be
registered as an investment adviser under the Advisers Act or otherwise becomes
legally incapable of providing investment management services pursuant to its
respective contract with the Trust.

          c. In the event of termination for any reason, all records of the
Trust shall promptly be returned to the Adviser or the Trust, free from any
claim or retention of rights in such record by the Sub-Adviser, although the
Sub-Adviser may, at its own expense, make and retain a copy of such records.
This Agreement shall automatically terminate in the event of its assignment (as
such term is described in the 1940 Act). In the event this Agreement is
terminated or is not approved in the manner described above, the Sections or
Paragraphs numbered 9, 10, 11, 12, and 13 of this Agreement shall remain in
effect, as well as any applicable provision of this Section 14 and, to the
extent that only amounts are owed to the Sub-Adviser as compensation for
services rendered while the agreement was in effect, Section 6.

     15. NOTICES. Any notice must be in writing and shall be sufficiently given
(1) when delivered in person, (2) when dispatched by electronic mail or
electronic facsimile transfer (confirmed in writing by postage prepaid first
class air mail simultaneously dispatched), (3) when sent by internationally
recognized overnight courier service (with receipt confirmed by such overnight
courier service), or (4) when sent by registered or certified mail, to the other
party at the address of such party set forth below or at such other address as
such party may from time to time specify in writing to the other party.


                                        9

<PAGE>

          If to the Trust:

          Eaton Vance Tax-Managed Global Buy-Write Opportunities Fund
          The Eaton Vance Building
          255 State Street
          Boston, Massachusetts 02109
          Attn: Chief Legal Officer

          If to the Adviser:

          Eaton Vance Management
          The Eaton Vance Building
          255 State Street
          Boston, Massachusetts 02109
          Attn: Chief Legal Officer

          If to the Sub-Adviser:

          Rampart Investment Management Company, Inc.
          One International Place, 14th Floor
          Boston, Massachusetts 02110
          Attn: Ronald M. Egalka

     16. AMENDMENTS. No provision of this Agreement may be changed, waived,
discharged or terminated orally, but only by an instrument in writing signed by
the party against which enforcement of the change, waiver, discharge or
termination is sought, and no amendment of this Agreement shall be effective
until approved as required by applicable law.

     17. MISCELLANEOUS.

          a. This Agreement shall be governed by the laws of the Commonwealth of
Massachusetts, provided that nothing herein shall be construed in a manner
inconsistent with the 1940 Act, the Advisers Act or rules or orders of the SEC
thereunder, and without regard for the conflicts of laws principles thereof. The
term "affiliate" or "affiliated person" as used in this Agreement shall mean
"affiliated person" as defined in Section 2(a)(3) of the 1940 Act.

          b. The Adviser and the Sub-Adviser acknowledge that the Trust enjoys
the rights of a third-party beneficiary under this Agreement, and the Adviser
acknowledges that the Sub-Adviser enjoys the rights of a third party beneficiary
under the Advisory Agreement.

          c. The Sub-Adviser expressly acknowledges the provision in the
Declaration of Trust of the Adviser limiting the personal liability of the
Trustee and officers of the Adviser, and the Sub-Adviser hereby agrees that it
shall have recourse to the Adviser for payment of claims or obligations as
between the Adviser and the Sub-Adviser arising out of this Agreement and shall
not seek satisfaction from the Trustee or any officer of the Adviser.

          d. The captions of this Agreement are included for convenience only
and in no way define or limit any of the provisions hereof or otherwise affect
their construction or effect.


                                       10

<PAGE>

          e. To the extent permitted under Section 14 of this Agreement, this
Agreement may only be assigned by any party with the prior written consent of
the other party. This Agreement shall terminate upon its assignment, and for
purposes of this section the term "assignment" shall have the meaning assigned
to it in the 1940 Act.

          f. If any provision of this Agreement shall be held or made invalid by
a court decision, statute, rule or otherwise, the remainder of this Agreement
shall not be affected thereby, and to this extent, the provisions of this
Agreement shall be deemed to be severable.

          g. Nothing herein shall be construed as constituting the Sub-Adviser
as an agent or co-partner of the Adviser, or constituting the Adviser as an
agent or co-partner of the Sub-Adviser.

          h. This Agreement may be executed in counterparts.

          i. The Sub-Adviser shall not be responsible for any failure to perform
its duties under this Agreement as a result of war, acts of terrorism, natural
disasters, failures of electricity, telephone lines, and other utility services,
closures of securities and options markets, and other events beyond the
reasonable control of the Sub-Adviser provided the Sub-Adviser has maintained
contingency procedures reasonably designed, where possible, to prevent and
mitigate the effect of such events.

                            [Signature page follows.]


                                       11

<PAGE>

     IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed as of the day and year first above written.

                                     EATON VANCE MANAGEMENT


                                     By: /s/ Frederick S. Marius
                                         ---------------------------------------
                                     Name: Frederick S. Marius
                                           Vice President, and not individually


                                     RAMPART INVESTMENT MANAGEMENT COMPANY, INC.


                                     By: /s/ Ronald M. Egalka
                                         ---------------------------------------
                                     Name: Ronald M. Egalka
                                           President


                                       12

<PAGE>

                                   SCHEDULE A

                       Annual Investment Sub-Advisory Fee
                        0.10% of Assets under Management

The Trust's daily net assets shall be computed in accordance with the
Declaration of Trust of the Trust and any applicable votes and determinations of
the Board of the Trust.


                                       13
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(G)(3)
<SEQUENCE>6
<FILENAME>b56372a1exv99wxgyx3y.txt
<DESCRIPTION>SUB-ADVISORY AGREEMENT WITH PARAMETRIC PORTFOLIO ASSOCIATES LLC
<TEXT>
<PAGE>
                                                                  Exhibit (g)(3)

           EATON VANCE TAX-MANAGED GLOBAL BUY-WRITE OPPORTUNITIES FUND
                        INVESTMENT SUB-ADVISORY AGREEMENT

AGREEMENT effective this 18th day of April, 2005 between Eaton Vance Management,
a Massachusetts business trust (the "Adviser"), and Parametric Portfolio
Associates, LLC., a Delaware corporation (the "Sub-Adviser").

WHEREAS, Eaton Vance Tax-Managed Global Buy-Write Opportunities Fund (the
"Trust") is registered under the Investment Company Act of 1940, as amended (the
"1940 Act"), as a closed-end, management investment company; and

WHEREAS, pursuant to an Investment Advisory Agreement, dated April 18, 2005 (the
"Advisory Agreement"), a copy of which has been provided to the Sub-Adviser, the
Trust has retained the Adviser to render advisory and management services with
regard to the Trust's investment strategy; and

WHEREAS, pursuant to authority granted to the Adviser in the Advisory Agreement,
the Adviser wishes to retain the Sub-Adviser to furnish investment advisory
services to the Trust related to the Trust's tax-managed investment strategy,
and the Sub-Adviser is willing to furnish such services to the Trust and the
Adviser.

NOW, THEREFORE, in consideration of the premises and the promises and mutual
covenants herein contained, it is agreed between the Adviser and the Sub-Adviser
as follows:

     1. APPOINTMENT. The Adviser hereby appoints the Sub-Adviser to act as the
investment adviser for and to manage the investment and reinvestment of the
assets of the Trust related to the Trust's tax-managed investment strategy on
the terms set forth in this Agreement. The Sub-Adviser accepts such appointment
and agrees to furnish the services herein set forth herein for the compensation
herein provided.

     2. SUB-ADVISER DUTIES. Subject to the supervision of the Trust's Board of
Trustees (the "Board") and the Adviser, the Sub-Adviser will provide a
continuous investment program relating to the Trust's purchase or sale of
securities for the Trust's portfolio. Subject to approval of the Trust's Board
and notice to the Sub-Adviser, the Adviser retains complete authority
immediately to assume direct responsibility for any function delegated to the
Sub-Adviser under this Agreement. Subject to the foregoing, the Sub-Adviser will
provide a continuous program of investment evaluation, investment, sales, and
reinvestment of the Trust's assets by determining the investment strategy that
the Trust shall pursue, including which investments shall be purchased or sold
for the Trust. The Sub-Adviser will provide the services under this Agreement in
accordance with the Trust's investment objectives, policies, and restrictions as
stated in the Trust's Registration Statement filed with the Securities and
Exchange Commission ("SEC"), as amended (the "Registration Statement"), copies
of which shall be sent to the Sub-Adviser by the Adviser prior to the
commencement of this Agreement and promptly following any such amendment. The
Adviser and the Sub-Adviser further agree as follows:

          a. Each of the Adviser and the Sub-Adviser will conform materially
with the 1940 Act and all rules and regulations thereunder, all other applicable
federal and state laws and regulations, with any applicable procedures adopted
by the Trust's Board of which the Sub-Adviser has been sent a copy, and the
provisions of the Registration Statement, of which the Sub-Adviser has received
a copy and with the Sub-Adviser's portfolio manager operating policies and
procedures as are approved by the Adviser. Each of the Adviser and the
Sub-Adviser shall exercise reasonable care in the performance of its duties
under the Agreement.

<PAGE>

          b. In connection with any purchase and sale of securities for the
Trust related to the implementation of the investment strategy developed by the
Sub-Adviser, the Sub-Adviser will arrange for the transmission to the custodian
for the Trust (the "Custodian") on a daily basis such confirmation, trade
tickets, and other documents and information, including, but not limited to,
Cusip, Cedel, or other numbers that identify investments to be purchased or sold
on behalf of the Trust, as may be reasonably necessary to enable the Custodian
to perform its administrative and recordkeeping responsibilities with respect to
the Trust. With respect to investments to be settled through the Trust's
Custodian, the Sub-Adviser will arrange for the prompt transmission of the
confirmation of such trades to the Trust's Custodian.

          c. The Sub-Adviser will assist the Custodian in determining or
confirming, consistent with the procedures and policies stated in the
Registration Statement or adopted by the Board, the value of any investment or
other assets of the Trust for which the Sub-Adviser is responsible and for which
the Custodian seeks assistance from or identifies for review by the Sub-Adviser;
provided that the Sub-Adviser shall be responsible for determining in good
faith, consistent with the procedures and policies stated in the Registration
Statement or adopted by the Board, the fair value of the Trust's portfolio of
investment for which the Sub-Adviser is responsible and shall obtain at its own
expense pricing services for the Trust's portfolio of investment from Bloomberg,
or another pricing service to be mutually agreed. The parties acknowledge that
the Sub-Adviser is not a custodian of the Trust's assets and will not take
possession or custody of such assets.

          d. Following the end of the Trust's semi-annual period and fiscal
year, the Sub-Adviser will assist the Adviser in preparing a letter to
shareholders containing a discussion of relevant investment factors in respect
of both the prior quarter and the fiscal year to date.

          e. The Sub-Adviser will complete and deliver to the Adviser for each
quarter by the 5th business day of the following quarter a written compliance
checklist in a form provided by the Adviser relating to the performances of the
Sub-Adviser under this Agreement.

          f. The Sub-Adviser will make available to the Trust and the Adviser,
promptly upon request, any of the Trust's investment records and ledgers
maintained by the Sub-Adviser (which shall not include the records and ledgers
maintained by the Custodian or portfolio accounting agent for the Trust) as are
necessary to assist the Trust and the Adviser to comply with requirements of the
1940 Act and the Investment Advisers Act of 1940, as amended (the "Advisers
Act"), and the rules under each, as well as other applicable laws. The
Sub-Adviser will furnish to regulatory authorities having the requisite
authority any information or reports in connection with such services in respect
to the Trust which may be requested by such authorities in order to ascertain
whether the operations of the Trust are being conducted in a manner consistent
with applicable laws and regulations.

          g. The Sub-Adviser will provide reports to the Board for consideration
at meetings of the Board on the investment program for the Trust and the
investment purchased and sold for the Trust's portfolio, and will furnish the
Board with such periodic and special reports as the Board and the Adviser may
reasonably request.

          h. The Sub-Adviser shall assure that the Trust complies with its
investment policies and restrictions as set forth in the Registration Statement.

     3. BROKER-DEALER SELECTION. The Sub-Adviser is authorized to make decisions
to buy and sell investment for the Trust's portfolio, and to select
broker-dealers and to negotiate brokerage commission rates in effecting the
Trust's investments. The Sub-Adviser's primary consideration in effecting an
investment on behalf of the Trust will be to obtain the best execution for the


                                        2

<PAGE>

Trust, taking into account the factors specified in the prospectus and/or
statement of additional information for the Trust, and determined in
consultation with the Adviser, which include price (including the applicable
brokerage commission or dollar spread), the size of the order, the nature of the
market for the security, the timing of the transaction, the reputation,
experience and financial stability of the broker-dealer involved, the quality of
the service, the difficulty of execution, and the execution capabilities and
operational facilities of the firm involved, and the firm's risk in positioning
a block of investment. Accordingly, the price to the Trust in any transaction
may be less favorable than that available from another broker-dealer if the
difference is reasonably justified, in the judgment of the Sub-Adviser in the
exercise of its fiduciary obligations to the Trust, by other aspects of the
portfolio execution services offered. The Sub-Adviser shall not receive any
research service from any broker-dealer or from any third party that is paid by
such broker-dealer in return for placing trades through such broker-dealer on
behalf of the Trust. The Sub-Adviser will consult with the Adviser to ensure
that portfolio transactions on behalf of the Trust are directed to
broker-dealers on the basis of criteria reasonably considered appropriate by the
Adviser. To the extent consistent with these standards, the Sub-Adviser is
further authorized to allocate the orders placed by it on behalf of the Trust to
an affiliated broker-dealer. Such allocation shall be in such amounts and
proportions as the Sub-Adviser shall determine consistent with the above
standards, and the Sub-Adviser will report on said allocation regularly to the
Trust's Board indicating the broker-dealers to which such allocations have been
made and the basis therefore.

     4. DISCLOSURE ABOUT SUB-ADVISER. The Sub-Adviser has reviewed the most
recent Amendment to the Registration Statement that contains disclosure about
the Sub-Adviser, and represents and warrants that, with respect only to the
disclosure expressly concerning the Sub-Adviser, its business, operations, or
employees, such Registration Statement contains, as of the date hereof, no
untrue statement of any material fact and does not omit any statement of a
material fact which was required to be stated therein or necessary to make the
statements contained therein, in light of the circumstances under which they
were made, not misleading. The Sub-Adviser further represents and warrants that
it is a duly registered investment adviser under the Advisers Act and will
maintain such registration so long as this Agreement remains in effect. The
Adviser hereby acknowledges that it has received a copy of the Sub-Adviser's
Form ADV, Part II at least 48 hours prior to entering into this Agreement.

     5. EXPENSES. During the term of this Agreement, the Sub-Adviser will pay
all expenses incurred by it and its staff and for their activities in connection
with its duties under this Agreement including, but not limited to, rental and
overhead expenses, expenses of the Sub-Adviser's personnel, pricing services in
accordance with Section 2, insurance of the Sub-Adviser and its personnel,
research services, and taxes of the Sub-Adviser.

     6. COMPENSATION. For the services provided to the Trust, the Adviser will
pay the Sub-Adviser an annual fee equal to the amount specified in SCHEDULE A
hereto, payable monthly in arrears on the last business day of each month. The
fee will be appropriately prorated to reflect any portion of a calendar month
that this Agreement is not in effect among the parties. The Adviser is solely
responsible for the payment of fees to the Sub-Adviser, and the Sub-Adviser
agrees to seek payment of its fees solely from the Adviser. The Trust shall have
no liability for Sub-Adviser's fee hereunder.

     7. MATERIALS. During the term of this Agreement, the Adviser agrees to
furnish the Sub-Adviser at its principal office all prospectuses, proxy
statements, and reports to shareholders prepared for distribution to
shareholders of the Trust, all sales literature or advertisements for the Trust,
and all other communications with the public of the Trust, or the Adviser that
refer to the Sub-Adviser in any way. The Sub-Adviser's right to object to such
materials is limited to reasonable objections related to the portions of such
materials that expressly relate to the Sub-Adviser, its services and its
clients. The Adviser agrees to use its reasonable best efforts to ensure that
materials prepared by its employees or agents or its affiliates that refer to


                                        3

<PAGE>

the  Sub-Adviser or its clients in any way are consistent  with those  materials
previously  approved by the  Sub-Adviser  as referenced in the first sentence of
this paragraph.

     8. COMPLIANCE.

          a. As required by Rule 206(4)-7 under the Advisers Act, the
Sub-Adviser has adopted written policies and procedures reasonably designed to
prevent violation by it, or any of its supervised persons, of the Advisers Act
and the rules under the Advisers Act and all other laws and regulations relevant
to the performance of its duties under this Agreement. The Sub-Adviser has
designated a chief compliance officer responsible for administering these
compliance policies and procedures. The chief compliance officer at the
Sub-Adviser's expense shall provide such written compliance reports relating to
the operations and compliance procedures of the Sub-Adviser to the Adviser
and/or the Trust and their respective chief compliance officers as may be
required by law or regulation or as are otherwise reasonably requested.
Moreover, the Sub-Adviser agrees to use such other or additional compliance
techniques as the Adviser or the Board may reasonably adopt or approve,
including written compliance procedures.

          b. The Sub-Adviser agrees that it shall promptly notify, if legally
permitted, the Adviser and the Trust (1) in the event that the SEC has censured
the Sub-Adviser; placed limitations upon its activities, functions or
operations; suspended or revoked its registration as an investment adviser;
commenced proceedings or an investigation (formally or informally) that may
result in any of these actions; or corresponded with the Sub-Adviser on a
non-routine basis concerning either the Sub-Adviser's performances under this
Agreement or any other matter that might materially affect the ability of the
Sub-Adviser to perform its duties under this Agreement, including sending a
deficiency letter or raising issues about the business, operations, or practices
of the Sub-Adviser, (2) in the event of any notice of investigation,
examination, inquiry, audit or subpoena of the Sub-Adviser or any of its
officers or employees by any federal, state, municipal or other governmental
department, commission, bureau, board, agency or instrumentality. If legally
permitted, the Sub-Adviser will furnish the Adviser, upon request, copies of any
and all documents relating to the foregoing. The Sub-Adviser further agrees to
notify the Adviser and the Trust promptly of any material fact known to the
Sub-Adviser respecting or relating to the Sub-Adviser that is not contained in
the Registration Statement or prospectus for the Trust, or any amendment or
supplement thereto that is required to be so contained, or if any statement
contained therein concerning the Sub-Adviser that becomes untrue in any material
respect.

          c. The Sub-Adviser will provide the Adviser with such reports,
presentations, certifications and other information as the Adviser may
reasonably request from time to time concerning the business and operations of
the Sub-Adviser in performing services hereunder or generally concerning the
Sub-Adviser's investment advisory services, the Sub-Adviser's compliance with
applicable federal, state and local law and regulations, and changes in the
Sub-Adviser's key personnel, investment strategies, policies and procedures, and
other matters that are likely to have a material impact on the Sub-Advisers
duties hereunder. The Adviser and the Trust shall provide the Sub-Adviser with
such reports as the Sub-Adviser may from time to time reasonably request
concerning their compliance with applicable federal, state and local law and
regulations.

     9. BOOKS AND RECORDS. The Sub-Adviser hereby agrees that all records which
it maintains for the Trust are the property of the Trust and further agrees to
surrender promptly to the Trust any of such records upon the Trust's or the
Adviser's request in compliance with the requirements of Rule 31a-3 under the
1940 Act, although the Sub-Adviser may, at its own expense, make and retain a
copy of such records. The Sub-Adviser further agrees to preserve for the periods
prescribed by Rule 31a-2 under the 1940 Act the records required to be
maintained by Rule 31a-l under the 1940 Act.


                                        4

<PAGE>

     10. COOPERATION; CONFIDENTIALITY; PROPRIETARY RIGHTS. Each party to this
Agreement agrees to cooperate with the other party and with all appropriate
governmental authorities having the requisite jurisdiction (including, but not
limited to, the SEC) in connection with any investigation or inquiry relating to
this Agreement or the Trust. Subject to the foregoing, the Sub-Adviser shall
treat as confidential and use only in connection with the Trust in accordance
with this Agreement all information pertaining to the Trust, actions of the
Trust or the Adviser. The parties acknowledge that any breach of the undertaking
in the immediately preceding sentence might result in immediate, irreparable
injury to another party and that, accordingly, equitable remedies, including EX
PARTE remedies, are appropriate in the event of any actual, apparent, or
threatened breach of such undertaking.

     11. CONTROL. Notwithstanding any other provision of the Agreement, it is
understood and agreed that the Trust shall at all times retain the ultimate
responsibility for and control of all functions performed pursuant to this
Agreement and has reserved the right to reasonably direct any action hereunder
taken on its behalf by the Sub-Adviser.

     12. LIABILITY.

          a. Except as may otherwise be required by the 1940 Act or the rules
thereunder or other applicable law, the Adviser agrees that the Sub-Adviser, any
affiliated person of the Sub-Adviser, and each person, if any, who, within the
meaning of Section 15 of the Securities Act of 1933, as amended (the "1933
Act"), controls the Sub-Adviser shall not be liable for, or subject to, any
damages, expenses, or losses in connection with, any act or omission connected
with or arising out of any services rendered under this Agreement, except by
reason of willful misfeasance, bad faith, or negligence in the performance of
the Sub-Adviser's duties, or any breach by the Sub-Adviser of its obligations or
duties under this Agreement.

          b. Except as may otherwise be required by the 1940 Act or the rules
thereunder or other applicable law, the Sub-Adviser agrees that the Adviser, any
affiliated person of the Adviser, and each person, if any, who, within the
meaning of Section 15 of the 1933 Act, controls the Adviser shall not be liable
for, or subject to, any damages, expenses, or losses in connection with, any act
or omission connected with or arising out of any services rendered under this
Agreement, except by reason of willful misfeasance, bad faith, or negligence in
the performance of the Adviser's duties, or any breach by the Adviser of its
obligations or duties under this Agreement.

     13. INDEMNIFICATION.

          a. The Adviser agrees to indemnify and hold harmless the Sub-Adviser,
any affiliated person of the Sub-Adviser, and each person, if any, who, within
the meaning of Section 15 of the 1933 Act controls ("controlling person") the
Sub-Adviser (all of such persons being referred to as "Sub-Adviser Indemnified
Persons") against any and all losses, claims, damages, liabilities, or
litigation (including legal and other expenses) to which a Sub-Adviser
Indemnified Person may become subject under the 1933 Act, the 1940 Act, the
Advisers Act, under any other statute, at common law or otherwise, arising out
of the Adviser's responsibilities to the Sub-Adviser which (1) may be based upon
the Adviser's gross negligence, willful misfeasance, or bad faith in the
performance of its duties, or by reason of the Adviser's disregard of its
obligations and duties under this Agreement and to the Trust, or (2) may be
based upon any untrue statement or alleged untrue statement of a material fact
contained in the Registration Statement or prospectus covering shares of the
Trust, or any amendment thereof or any supplement thereto, or the omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, unless such
statement or omission was made in reliance upon and conformity with information
furnished by the Sub-Adviser to the Adviser or the Trust expressly for inclusion
in such Registration Statements, prospectuses, amendments, or supplements either
in writing or orally with a subsequent confirmation by the Sub-Adviser of the
information as it appears in the Registration Statement or prospectus; provided


                                        5

<PAGE>

however, that in no case shall the indemnity in favor of the Sub-Adviser
Indemnified Person be deemed to protect such person against any liability to
which such person would otherwise be subject by reason of willful misfeasance,
bad faith, or gross negligence in the performance of its duties, or by reason of
its breach or reckless disregard of its obligations or duties under this
Agreement.

          b. Notwithstanding Section 12 of this Agreement, the Sub-Adviser
agrees to indemnify and hold harmless the Adviser, any affiliated person of the
Adviser, and any controlling person of the Adviser (all of such persons being
referred to as "Adviser Indemnified Persons") against any and all losses,
claims, damages, liabilities, or litigation (including legal and other expenses)
to which an Adviser Indemnified Person may become subject under the 1933 Act,
1940 Act, the Advisers Act, under any other statute, at common law or otherwise,
arising out of the Sub-Adviser's responsibilities as Sub-Adviser of the Trust
which (1) may be based upon the Sub-Adviser's gross negligence, willful
misfeasance, or bad faith in the performance of its duties, or by reason of the
Sub-Adviser's disregard of its obligations or duties under this Agreement, or
(2) may be based upon any untrue statement or alleged untrue statement of a
material fact contained in the Registration Statement or prospectus covering the
shares of the Trust, or any amendment or supplement thereto, or the omission or
alleged omission to state therein a material fact known or which should have
been known to the Sub-Adviser and was required to be stated therein or necessary
to make the statements therein not misleading, if such a statement or omission
was made in reliance upon and conformity with information furnished by the
Sub-Adviser to the Adviser or the Trust expressly for inclusion in such
Registration Statements, prospectuses, amendments, or supplements either in
writing or orally with a subsequent confirmation by the Sub-Adviser of the
information as it appears in the Registration Statement or prospectus; provided,
however, that in no case shall the indemnity in favor of an Adviser Indemnified
Person be deemed to protect such person against any liability to which such
person would otherwise be subject by reason of willful misfeasance, bad faith,
gross negligence in the performance of its duties, or by reason of its breach or
reckless disregard of its obligations and duties under this Agreement.

          c. The Adviser shall not be liable under Paragraph (a) of this Section
13 with respect to any claim made against a Sub-Adviser Indemnified Person
unless such Sub-Adviser Indemnified Person shall have notified the Adviser in
writing within a reasonable time after the summons or other first legal process
giving information of the nature of the claim shall have been served upon such
Sub-Adviser Indemnified Person (or after such Sub-Adviser Indemnified Person
shall have received notice of such service on any designated agent), but failure
to notify the Adviser of any such claim shall not relieve the Adviser from any
liability which it may have to the Sub-Adviser Indemnified Person against whom
such action is brought except to the extent the Adviser is prejudiced by the
failure or delay in giving such notice. In case any such action is brought
against the Sub-Adviser Indemnified Person, the Adviser will be entitled to
participate, at its own expense, in the defense thereof or, after notice to the
Sub-Adviser Indemnified Person, to assume the defense thereof, with counsel
satisfactory to the Sub-Adviser Indemnified Person. If the Adviser assumes the
defense of any such action and the selection of counsel by the Adviser to
represent the Adviser and the Sub-Adviser Indemnified Person would result in a
conflict of interests and therefore, would not, in the reasonable judgment of
the Sub-Adviser Indemnified Person, adequately represent the interests of the
Sub-Adviser Indemnified Person, the Adviser will, at its own expense, assume the
defense with counsel to the Adviser and, also at its own expense, with separate
counsel to the Sub-Adviser Indemnified Person, which counsel shall be
satisfactory to the Adviser and to the Sub-Adviser Indemnified Person. The
Sub-Adviser Indemnified Person shall bear the fees and expenses of any
additional counsel retained by it, and the Adviser shall not be liable to the
Sub-Adviser Indemnified Person under this Agreement for any legal or other
expenses subsequently incurred by the Sub-Adviser Indemnified Person
independently in connection with the defense thereof other than reasonable costs
of investigation; provided however, the Adviser shall be responsible for the
additional counsel of Sub-Adviser in the event the Adviser is determined to have


                                        6

<PAGE>

made the fraudulent representations, by the final decision of a court of
competent jurisdiction (that is not subject to appeal or as to which the time
for appeal has elapsed), and such representations are the basis for which
Sub-Adviser's liability is based. The Adviser shall not have the right to
compromise on or settle the litigation without the prior written consent of the
Sub-Adviser Indemnified Person if the compromise or settlement results, or may
result in a finding of wrongdoing on the part of the Sub-Adviser Indemnified
Person.

          d. The Sub-Adviser shall not be liable under Paragraph (b) of this
Section 13 with respect to any claim made against an Adviser Indemnified Person
unless such Adviser Indemnified Person shall have notified the Sub-Adviser in
writing within a reasonable time after the summons or other first legal process
giving information of the nature of the claim shall have been served upon such
Adviser Indemnified Person (or after such Adviser Indemnified Person shall have
received notice of such service on any designated agent), but failure to notify
the Sub-Adviser of any such claim shall not relieve the Sub-Adviser from any
liability which it may have to the Adviser Indemnified Person against whom such
action is brought except to the extent the Sub-Adviser is prejudiced by the
failure or delay in giving such notice. In case any such action is brought
against the Adviser Indemnified Person, the Sub-Adviser will be entitled to
participate, at its own expense, in the defense thereof or, after notice to the
Adviser Indemnified Person, to assume the defense thereof, with counsel
satisfactory to the Adviser Indemnified Person. If the Sub-Adviser assumes the
defense of any such action and the selection of counsel by the Sub-Adviser to
represent both the Sub-Adviser and the Adviser Indemnified Person would result
in a conflict of interests and therefore, would not, in the reasonable judgment
of the Adviser Indemnified Person, adequately represent the interests of the
Adviser Indemnified Person, the Sub-Adviser will, at its own expense, assume the
defense with counsel to the Sub-Adviser and, also at its own expense, with
separate counsel to the Adviser Indemnified Person, which counsel shall be
satisfactory to the Sub-Adviser and to the Adviser Indemnified Person. The
Adviser Indemnified Person shall bear the fees and expenses of any additional
counsel retained by it, and the Sub-Adviser shall not be liable to the Adviser
Indemnified Person under this Agreement for any legal or other expenses
subsequently incurred by the Adviser Indemnified Person independently in
connection with the defense thereof other than reasonable costs of
investigation. The Sub-Adviser shall not have the right to compromise on or
settle the litigation without the prior written consent of the Adviser
Indemnified Person if the compromise or settlement results, or may result in a
finding of wrongdoing on the part of the Adviser Indemnified Person.

     14. DURATION AND TERMINATION.

          a. This Agreement shall become effective on the date first indicated
above, subject to the condition that the Trust's Board, including a majority of
those Trustees who are not interested persons (as such term is defined in the
1940 Act) of the Adviser or the Sub-Adviser, and the Holders of Interests in the
Trust, shall have approved this Agreement in the manner required by the 1940
Act. Unless terminated as provided herein, this Agreement shall remain in full
force and effect through and including April 18, 2007 and shall continue in full
force and affect indefinitely thereafter, but only so long as such continuance
is specifically approved at least annually by (a) the Board, or by the vote of a
majority of the outstanding voting securities (as defined in the 1940 Act) of
the Trust, and (b) the vote of a majority of those Trustees who are not
interested persons (as such term is defined in the 1940 Act) of any such party
to this Agreement cast in person at a meeting called for the purpose of voting
on such approval.

          b. Notwithstanding the foregoing, this Agreement may be terminated:
(a) by the Adviser at any time without payment of any penalty, upon 60 days'
prior written notice to the Sub-Adviser and the Trust; (b) at any time without
payment of any penalty by the Trust, by the Trust's Board or a majority of the
outstanding voting securities of the Trust, upon 60 days' prior written notice
to the Adviser and the Sub-Adviser, or (c) by the Sub-Adviser upon 3 months'
prior written notice unless the Trust or the Adviser requests additional time to
find a replacement for the Sub-Adviser, in which case the Sub-Adviser shall
allow the additional time requested by the Trust or Adviser not to exceed 3
additional months beyond the initial three-month notice period; provided,
however, that the Sub-Adviser may terminate this Agreement at any time without


                                        7

<PAGE>

penalty, effective upon written notice to the Adviser and the Trust, in the
event either the Sub-Adviser (acting in good faith) or the Adviser ceases to be
registered as an investment adviser under the Advisers Act or otherwise becomes
legally incapable of providing investment management services pursuant to its
respective contract with the Trust.

          c. In the event of termination for any reason, all records of the
Trust shall promptly be returned to the Adviser or the Trust, free from any
claim or retention of rights in such record by the Sub-Adviser, although the
Sub-Adviser may, at its own expense, make and retain a copy of such records.
This Agreement shall automatically terminate in the event of its assignment (as
such term is described in the 1940 Act). In the event this Agreement is
terminated or is not approved in the manner described above, the Sections or
Paragraphs numbered 9, 10, 11, 12, and 13 of this Agreement shall remain in
effect, as well as any applicable provision of this Section 14 and, to the
extent that only amounts are owed to the Sub-Adviser as compensation for
services rendered while the agreement was in effect, Section 6.

     15. NOTICES. Any notice must be in writing and shall be sufficiently given
(1) when delivered in person, (2) when dispatched by electronic mail or
electronic facsimile transfer (confirmed in writing by postage prepaid first
class air mail simultaneously dispatched), (3) when sent by internationally
recognized overnight courier service (with receipt confirmed by such overnight
courier service), or (4) when sent by registered or certified mail, to the other
party at the address of such party set forth below or at such other address as
such party may from time to time specify in writing to the other party.

          If to the Trust:

          Eaton Vance Tax-Managed Global Buy-Write Opportunities Fund
          The Eaton Vance Building
          255 State Street
          Boston, Massachusetts 02109
          Attn: Chief Legal Officer

          If to the Adviser:

          Eaton Vance Management
          The Eaton Vance Building
          255 State Street
          Boston, Massachusetts 02109
          Attn: Chief Legal Officer

          If to the Sub-Adviser:

          Parametric Portfolio Associates, LLC.
          1151 Fairview Avenue N.
          Seattle, WA 98109
          Attn: Aaron Singleton

     16. AMENDMENTS. No provision of this Agreement may be changed, waived,
discharged or terminated orally, but only by an instrument in writing signed by
the party against which enforcement of the change, waiver, discharge or
termination is sought, and no amendment of this Agreement shall be effective
until approved as required by applicable law.


                                        8

<PAGE>

     17. MISCELLANEOUS.

          a. This Agreement shall be governed by the laws of the Commonwealth of
Massachusetts, provided that nothing herein shall be construed in a manner
inconsistent with the 1940 Act, the Advisers Act or rules or orders of the SEC
thereunder, and without regard for the conflicts of laws principles thereof. The
term "affiliate" or "affiliated person" as used in this Agreement shall mean
"affiliated person" as defined in Section 2(a)(3) of the 1940 Act.

          b. The Adviser and the Sub-Adviser acknowledge that the Trust enjoys
the rights of a third-party beneficiary under this Agreement, and the Adviser
acknowledges that the Sub-Adviser enjoys the rights of a third party beneficiary
under the Advisory Agreement.

          c. The Sub-Adviser expressly acknowledges the provision in the
Declaration of Trust of the Adviser limiting the personal liability of the
Trustee and officers of the Adviser, and the Sub-Adviser hereby agrees that it
shall have recourse to the Adviser for payment of claims or obligations as
between the Adviser and the Sub-Adviser arising out of this Agreement and shall
not seek satisfaction from the Trustee or any officer of the Adviser.

          d. The captions of this Agreement are included for convenience only
and in no way define or limit any of the provisions hereof or otherwise affect
their construction or effect.

          e. To the extent permitted under Section 14 of this Agreement, this
Agreement may only be assigned by any party with the prior written consent of
the other party. This Agreement shall terminate upon its assignment, and for
purposes of this section the term "assignment" shall have the meaning assigned
to it in the 1940 Act.

          f. If any provision of this Agreement shall be held or made invalid by
a court decision, statute, rule or otherwise, the remainder of this Agreement
shall not be affected thereby, and to this extent, the provisions of this
Agreement shall be deemed to be severable.

          g. Nothing herein shall be construed as constituting the Sub-Adviser
as an agent or co-partner of the Adviser, or constituting the Adviser as an
agent or co-partner of the Sub-Adviser.

          h. This Agreement may be executed in counterparts.

          i. The Sub-Adviser shall not be responsible for any failure to perform
its duties under this Agreement as a result of war, acts of terrorism, natural
disasters, failures of electricity, telephone lines, and other utility services,
closures of securities and investment markets, and other events beyond the
reasonable control of the Sub-Adviser provided the Sub-Adviser has maintained
contingency procedures reasonably designed, where possible, to prevent and
mitigate the effect of such events.

                            [Signature page follows.]


                                        9

<PAGE>

     IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed as of the day and year first above written.

                                      EATON VANCE MANAGEMENT


                                      By: /s/ Frederick S. Marius
                                          --------------------------------------
                                      Name: Frederick S. Marius
                                            Vice President, and not individually


                                      PARAMETRIC PORTFOLIO ASSOCIATES, LLC.


                                      By: /s/ Brian Langstraat
                                          --------------------------------------
                                      Name: Brian Langstraat
                                            President


                                       10

<PAGE>

                                   SCHEDULE A

                       Annual Investment Sub-Advisory Fee
                        0.25% of Assets under Management

The Trust's daily net assets shall be computed in accordance with the
Declaration of Trust of the Trust and any applicable votes and determinations of
the Board of the Trust.


                                       11
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(H)(1)
<SEQUENCE>7
<FILENAME>b56372a1exv99wxhyx1y.txt
<DESCRIPTION>FORM OF UNDERWRITING AGREEMENT
<TEXT>
<PAGE>
                                                               Exhibit 99.(h)(1)




         Eaton Vance Tax-Advantaged Global Buy-Write Opportunities Fund




                [__________] Common Shares of Beneficial Interest

                            Par Value $0.01 Per Share




                             UNDERWRITING AGREEMENT




September [__], 2005
<PAGE>
                             UNDERWRITING AGREEMENT

                                                            September [__], 2005

UBS Securities LLC
[other Co-Managers]



as Representatives

c/o UBS Securities LLC
299 Park Avenue
New York, New York  10171-0026

Ladies and Gentlemen:

      Eaton Vance Tax-Advantaged Global Buy-Write Opportunities Fund, a
voluntary association with transferable shares organized and existing under and
by virtue of the laws of The Commonwealth of Massachusetts (commonly referred to
as a Massachusetts business trust) (the "Fund"), proposes to issue and sell to
the underwriters named in Schedule A annexed hereto (the "Underwriters") an
aggregate of [________] common shares of beneficial interest (the "Firm
Shares"), par value $0.01 per share (the "Common Shares"), of the Fund. In
addition, solely for the purpose of covering over-allotments, the Fund proposes
to grant to the Underwriters the option to purchase from the Fund up to an
additional [________] Common Shares (the "Additional Shares"). The Firm Shares
and the Additional Shares are hereinafter collectively sometimes referred to as
the "Shares." The Shares are described in the Prospectus which is defined below.

      The Fund has filed, in accordance with the provisions of the Securities
Act of 1933, as amended, and the rules and regulations thereunder (collectively
called the "Securities Act"), and with the provisions of the Investment Company
Act of 1940, as amended, and the rules and regulations thereunder (collectively
called the "Investment Company Act"), with the Securities and Exchange
Commission (the "Commission") a registration statement on Form N-2 (File Nos.
333-21745 and 811-123961), including a prospectus and a statement of additional
information, relating to the Shares. The Fund has furnished to the
Representatives, for use by the Underwriters and by dealers, copies of one or
more preliminary prospectuses (including a preliminary statement of additional
information) (each thereof, including such preliminary statement of additional
information, being herein called a "Preliminary Prospectus") relating to the
Shares. Except where the context otherwise requires, the registration statement,
as amended when it becomes effective (the "Effective Date"), including all
documents filed as a part thereof or incorporated by reference therein, and
including any information contained in a prospectus subsequently filed with the
Commission pursuant to Rule 497 under the Securities Act and deemed to be part
of the registration statement at the time of effectiveness pursuant to Rule 430A
under the Securities Act is herein called the "Registration Statement," and the
prospectus (including the statement of additional information), in the form
filed by the Fund with the Commission pursuant to Rule 497 under the Securities
Act or, if no such filing is required, the form of final prospectus (including
the form of final statement of additional information) included in the
Registration Statement at the time it became effective, is herein called the
"Prospectus." In addition, the Fund has filed a Notification of Registration on
Form N-8A (the "Notification") pursuant to Section 8 of the Investment Company
Act. UBS Securities LLC ("UBS Securities" or the "Managing Representative") will
act as managing representative for the Underwriters.
<PAGE>
      Eaton Vance Management, a Massachusetts business trust ("Eaton Vance" or
the "Investment Adviser") will act as the Fund's investment adviser pursuant to
an Investment Advisory Agreement by and between the Fund and the Investment
Adviser, dated as of September [____], 2005 (the "Investment Advisory
Agreement"). Parametric Portfolio Associates LLC ("Parametric") and Rampart
Investment Management Company, Inc. ("Rampart", and together with Parametric,
the "Sub-Advisers" and each a "Sub-Adviser", and together with the Investment
Adviser the "Advisers") will act as the Fund's investment sub-advisers each
pursuant to an Investment Sub-Advisory Agreement among the Fund, the Investment
Adviser and the applicable Sub-Adviser, dated as of September [____], 2005 (the
"Sub-Advisory Agreements"). Investors Bank & Trust Company will act as the
custodian (the "Custodian") of the Fund's cash and portfolio assets pursuant to
a Custodian Agreement, dated as of September [____], 2005 (the "Custodian
Agreement"). PFPC Inc. will act as the Fund's transfer agent, registrar, and
dividend disbursing agent (the "Transfer Agent") pursuant to a Transfer Agency
Services Agreement, dated as of September [____], 2005 (the "Transfer Agency
Agreement"). Eaton Vance will act as the administrator of the Fund pursuant to
an Administration Agreement, dated as of September [____], 2005 (the
"Administration Agreement"). The Investment Adviser and UBS Securities LLC have
entered into a Shareholder Servicing Agreement dated September [____], 2005 (the
"Shareholder Servicing Agreement"). [The Investment Adviser has also entered
into an Additional Compensation Agreement with [_________], dated September
[____], 2005 (the "Additional Compensation Agreement").] In addition, the Fund
has adopted a dividend reinvestment plan (the "Dividend Reinvestment Plan")
pursuant to which holders of Shares may have their dividends automatically
reinvested in additional Common Shares of the Fund if so elected.

      The Fund, the Investment Adviser, the Sub-Advisers and the Underwriters
agree as follows:

      1. SALE AND PURCHASE. Upon the basis of the warranties and representations
and subject to the terms and conditions herein set forth, the Fund agrees to
sell to the respective Underwriters and each of the Underwriters, severally and
not jointly, agrees to purchase from the Fund the aggregate number of Firm
Shares set forth opposite the name of such Underwriter in Schedule A attached
hereto in each case at a purchase price of $19.10 per Share. The Fund is advised
that the Underwriters intend (i) to make a public offering of their respective
portions of the Firm Shares as soon after the effective date of the Registration
Statement as is advisable and (ii) initially to offer the Firm Shares upon the
terms set forth in the Prospectus. The Underwriters may from time to time
increase or decrease the public offering price after the initial public offering
to such extent as they may determine.

      In addition, the Fund hereby grants to the several Underwriters the option
to purchase, and upon the basis of the warranties and representations and
subject to the terms and conditions herein set forth, the Underwriters shall
have the right to purchase, severally and not jointly, from the Fund, ratably in
accordance with the number of Firm Shares to be purchased by each of them, all
or a portion of the Additional Shares as may be necessary to cover
over-allotments made in connection with the offering of the Firm Shares, at the
same purchase price per Share to be paid by the Underwriters to the Fund for the
Firm Shares. This option may be exercised by the Representatives on behalf of
the several Underwriters at any time and from time to time on or before the
forty-fifth day following the date hereof, by written notice to the Fund. Such
notice shall set forth the aggregate number of Additional Shares as to which the
option is being exercised, and the date and time when the Additional Shares are
to be delivered (such date and time being herein referred to as the "Additional
Time of Purchase"); provided, however, that the Additional Time of Purchase
shall not be earlier than the Time of Purchase (as defined below) nor earlier
than the second business day after the date on which the option shall have been
exercised. The number of Additional Shares to be sold to each Underwriter shall
be the number which bears the same proportion to the aggregate number of
Additional Shares being purchased as the number of Firm Shares set forth
opposite the name of such Underwriter on Schedule A hereto bears to the total
number of Firm Shares

                                       2
<PAGE>
(subject, in each case, to such adjustment as the Representatives may determine
to eliminate fractional shares).

      2. PAYMENT AND DELIVERY. Payment of the purchase price for the Firm Shares
shall be made by the Underwriters to the Fund by Federal Funds wire transfer,
against delivery of the certificates for the Firm Shares to the Representatives
through the facilities of the Depository Trust Company for the respective
accounts of the Underwriters. Such payment and delivery shall be made at a time
mutually agreed upon by the parties on the third business day following the date
of this Underwriting Agreement (unless another date shall be agreed to by the
Representatives and the Fund). The time at which such payment and delivery are
actually made is hereinafter sometimes called the Time of Purchase. Certificates
for the Firm Shares shall be delivered to the Representatives in definitive form
in such names and in such denominations as the Representatives shall specify on
the second business day preceding the Time of Purchase. For the purpose of
expediting the checking of the certificates for the Firm Shares by the
Representatives, the Fund agrees to make such certificates available to the
Representatives for such purpose at least one full business day preceding the
Time of Purchase.

      Payment of the purchase price for the Additional Shares shall be made at
the Additional Time of Purchase in the same manner and at the same office as the
payment for the Firm Shares. Certificates for the Additional Shares shall be
delivered to the Representatives in definitive form in such names and in such
denominations as the Representatives shall specify no later than the second
business day preceding the Additional Time of Purchase. For the purpose of
expediting the checking of the certificates for the Additional Shares by the
Representatives, the Fund agrees to make such certificates available to the
Representatives for such purpose at least one full business day preceding the
Additional Time of Purchase. The Time of Purchase and the Additional Time of
Purchase are sometimes referred to herein as the Closing Dates.

      3. REPRESENTATIONS AND WARRANTIES OF THE FUND, THE INVESTMENT ADVISER AND
THE SUB-ADVISERS. Each of the Fund, the Investment Adviser, Parametric and
Rampart jointly and severally represents and warrants to each Underwriter as
follows:

            (a) On (i) the Effective Date and the date on which the Prospectus
is first filed with the Commission pursuant to Rule 497(b), (h) or (j) under the
Securities Act, as the case may be, (ii) the date on which any post-effective
amendment to the Registration Statement (except any post-effective amendment
which is filed with the Commission after the later of (x) one year from the date
of this Underwriting Agreement or (y) the date on which the distribution of the
Shares is completed) became or becomes effective or any amendment or supplement
to the Prospectus was or is filed with the Commission and (iii) the Closing
Dates, the Registration Statement, the Prospectus and any such amendment or
supplement thereto and the Notification complied or will comply in all material
respects with the requirements of the Securities Act and the Investment Company
Act, as the case may be. On the Effective Date and on the date that any
post-effective amendment to the Registration Statement (except any
post-effective amendment which is filed with the Commission after the later of
(x) one year from the date of this Underwriting Agreement or (y) the date on
which the distribution of the Shares is completed) became or becomes effective,
neither the Registration Statement nor any such amendment did or will contain
any untrue statement of a material fact or omit to state a material fact
required to be stated in it or necessary to make the statements in it not
misleading. Except as permitted under Rule 430 under the Securities Act (and
other applicable rules under Regulation C under the Securities Act), the
Preliminary Prospectus dated August [____], 2005 did not, as of such date,
contain any untrue statement of a material fact or omit to state a material fact
required to be stated in it or necessary to make the statements in it, in light
of the circumstances under which they were made, not misleading. At the
Effective Date and, if applicable, the date the Prospectus or any amendment or
supplement to the Prospectus was or is filed with the Commission and at the
Closing Dates, the Prospectus did not or will not, as the case may be, contain

                                       3
<PAGE>
any untrue statement of a material fact or omit to state a material fact
required to be stated in it or necessary to make the statements in it, in light
of the circumstances under which they were made, not misleading. The foregoing
representations in this Section 3(a) do not apply to statements or omissions
relating to the Underwriters made in reliance on and in conformity with
information furnished in writing to the Fund by the Underwriters expressly for
use in the Registration Statement, the Prospectus, or any amendments or
supplements thereto, as described in Section 9(f) hereof.

            (b) The Fund has been duly formed, is validly existing as a business
trust under the laws of the Commonwealth of Massachusetts, with full power and
authority to conduct all the activities conducted by it, to own or lease all
assets owned or leased by it and to conduct its business as described in the
Registration Statement and Prospectus, and the Fund is duly licensed and
qualified to do business and in good standing in each jurisdiction in which its
ownership or leasing of property or its conducting of business requires such
qualification, except where the failure to be so qualified or be in good
standing would not have a material adverse effect on the Fund, and the Fund
owns, possesses or has obtained and currently maintains all governmental
licenses, permits, consents, orders, approvals and other authorizations, whether
foreign or domestic, necessary to carry on its business as contemplated in the
Prospectus. The Fund has no subsidiaries.

            (c) The capitalization of the Fund is as set forth in the
Registration Statement and the Prospectus. The Common Shares conform in all
material respects to the description of them in the Prospectus. All the
outstanding Common Shares have been duly authorized and are validly issued,
fully paid and nonassessable (except as described in the Registration
Statement). The Shares to be issued and delivered to and paid for by the
Underwriters in accordance with this Underwriting Agreement against payment
therefor as provided by this Underwriting Agreement have been duly authorized
and when issued and delivered to the Underwriters will have been validly issued
and will be fully paid and nonassessable (except as described in the
Registration Statement). No person is entitled to any preemptive or other
similar rights with respect to the Shares.

            (d) The Fund is duly registered with the Commission under the
Investment Company Act as a diversified, closed-end management investment
company, and, subject to the filing of any final amendment to the Registration
Statement (a "Final Amendment"), if not already filed, all action under the
Securities Act and the Investment Company Act, as the case may be, necessary to
make the public offering and consummate the sale of the Shares as provided in
this Underwriting Agreement has or will have been taken by the Fund.

            (e) The Fund has full power and authority to enter into each of this
Underwriting Agreement, the Investment Advisory Agreement, the Sub-Advisory
Agreements, the Custodian Agreement, the Transfer Agency Agreement, the
Administration Agreement, and the Dividend Reinvestment Plan (collectively, the
"Fund Agreements") and to perform all of the terms and provisions hereof and
thereof to be carried out by it and (i) each Fund Agreement has been duly and
validly authorized, executed and delivered by or on behalf of the Fund, (ii)
each Fund Agreement does not violate in any material respect any of the
applicable provisions of the Investment Company Act or the Investment Advisers
Act of 1940, as amended, and the rules and regulations thereunder (collectively
called the "Advisers Act"), as the case may be, and (iii) assuming due
authorization, execution and delivery by the other parties thereto, each Fund
Agreement constitutes the legal, valid and binding obligation of the Fund
enforceable in accordance with its terms, (A) subject, as to enforcement, to
applicable bankruptcy, insolvency and similar laws affecting creditors' rights
generally and to general equitable principles (regardless of whether enforcement
is sought in a proceeding in equity or at law) and (B) except as rights to
indemnity thereunder may be limited by federal or state securities laws.


                                       4
<PAGE>
            (f) None of (i) the execution and delivery by the Fund of the Fund
Agreements, (ii) the issue and sale by the Fund of the Shares as contemplated by
this Underwriting Agreement and (iii) the performance by the Fund of its
obligations under any of the Fund Agreements or consummation by the Fund of the
other transactions contemplated by the Fund Agreements conflicts with or will
conflict with, or results or will result in a breach of, the Declaration of
Trust or the By-laws of the Fund or any agreement or instrument to which the
Fund is a party or by which the Fund is bound, or any law, rule or regulation,
or order of any court, governmental instrumentality, securities exchange or
association or arbitrator, whether foreign or domestic, applicable to the Fund,
other than state securities or "blue sky" laws applicable in connection with the
purchase and distribution of the Shares by the Underwriters pursuant to this
Underwriting Agreement.

            (g) The Fund is not currently in breach of, or in default under, any
written agreement or instrument to which it is a party or by which it or its
property is bound or affected.

            (h) No person has any right to the registration of any securities of
the Fund because of the filing of the registration statement.

            (i) No consent, approval, authorization or order of any court or
governmental agency or body or securities exchange or association, whether
foreign or domestic, is required by the Fund for the consummation by the Fund of
the transactions to be performed by the Fund or the performance by the Fund of
all the terms and provisions to be performed by or on behalf of it in each case
as contemplated in the Fund Agreements, except such as (i) have been obtained
under the Securities Act, the Investment Company Act, or the Advisers Act, and
(ii) may be required by the New York Stock Exchange or under state securities or
"blue sky" laws, in connection with the purchase and distribution of the Shares
by the Underwriters pursuant to this Underwriting Agreement.

            (j) The Shares are duly authorized for listing, subject to official
notice of issuance, on the New York Stock Exchange and the Fund's Registration
Statement on Form 8-A, under the Securities Exchange Act of 1934, as amended,
and the rules and regulations thereunder (collectively called the "Exchange
Act"), has become effective.

            (k) Deloitte & Touche LLP, whose report appears in the Prospectus,
are independent public auditors with respect to the Fund as required by the
Securities Act and the Investment Company Act.

            (l) The statement of assets and liabilities included in the
Registration Statement and the Prospectus presents fairly in all material
respects, in accordance with generally accepted accounting principles in the
United States applied on a consistent basis, the financial position of the Fund
as of the date indicated.

            (m) The Fund will maintain a system of internal accounting controls
sufficient to provide reasonable assurances that (i) transactions are executed
in accordance with management's general or specific authorization; (ii)
transactions are recorded as necessary to permit preparation of financial
statements in conformity with generally accepted accounting principles and to
maintain accountability for assets; (iii) access to assets is permitted only in
accordance with management's general or specific authorization; and (iv) the
recorded accountability for assets is compared with existing assets through an
asset reconciliation procedure or otherwise at reasonable intervals and
appropriate action is taken with respect to any differences.

            (n) Since the date as of which information is given in the
Registration Statement and the Prospectus, except as otherwise stated therein,
(i) there has been no material adverse change in the

                                       5
<PAGE>
condition, financial or otherwise, business affairs or business prospects of the
Fund, whether or not arising in the ordinary course of business, (ii) there have
been no transactions entered into by the Fund other than those in the ordinary
course of its business and (iii) there has been no dividend or distribution of
any kind declared, paid or made on any class of its capital shares.

            (o) There is no action, suit or proceeding before or by any court,
commission, regulatory body, administrative agency or other governmental agency
or body, foreign or domestic, now pending, or, to the knowledge of the Fund,
threatened against or affecting the Fund, which (i) might result in any material
adverse change in the condition, financial or otherwise, business affairs or
business prospects of the Fund or might materially adversely affect the
properties or assets of the Fund or (ii) is of a character required to be
described in the Registration Statement or the Prospectus; and there are no
contracts, franchises or other documents that are of a character required to be
described in, or that are required to be filed as exhibits to, the Registration
Statement that have not been described or filed as required.

            (p) Except for stabilization transactions conducted by the
Underwriters, and except for tender offers, Share repurchases and the issuance
or purchase of Shares pursuant to the Fund's Dividend Reinvestment Plan effected
following the date on which the distribution of the Shares is completed in
accordance with the policies of the Fund as set forth in the Prospectus, the
Fund has not taken and will not take, directly or indirectly, any action
designed or which might be reasonably expected to cause or result in, or which
will constitute, stabilization or manipulation of the price of the Common Shares
in violation of applicable federal securities laws.

            (q) The Fund intends to direct the investment of the proceeds of the
offering of the Shares in such a manner as to comply with the requirements of
Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code").

            (r) No advertising, sales literature or other promotional materials
(excluding road show slides or road show tapes) were authorized or prepared by
or on behalf of the Fund, the Investment Adviser or the Sub-Advisers or any
representative thereof for use in connection with the public offering or sale of
the Shares other than the definitive client brochure and the broker selling memo
which were filed with the NASD on August [15], 2005, [a draft prospecting letter
which was filed with the NASD on [___________], 2005, a draft of a prospecting
letter made available on a password-protected Internet web site maintained by
the Investment Adviser and a road show tape made available for broker use on an
Intranet web site maintained by the Investment Adviser] (collectively, the
"sales materials"); the sales materials and any road show slides or road show
tapes complied and comply in all material respects with the applicable
requirements of the Securities Act and the rules and interpretations of the
NASD; and no broker kits, road show slides, road show tapes or sales materials
authorized or prepared by the Fund or authorized or prepared on behalf of the
Fund by the Investment Adviser or the Sub-Adviser or any representative thereof
for use in connection with the public offering or sale of the Shares contained
or contains any untrue statement of a material fact or omitted or omits to state
any material fact required to be stated therein or necessary in order to make
the statements therein not misleading.

      In addition, any certificate signed by any officer of the Fund and
delivered to the Underwriters or counsel for the Underwriters in connection with
the offering of the Share shall be deemed to be a representation and warranty by
the Fund as to matters covered thereby, to each Underwriter

      4. REPRESENTATIONS AND WARRANTIES OF THE INVESTMENT ADVISER AND THE
Sub-Advisers. Each of the Investment Adviser Parametric and Rampart represents
to each Underwriter as follows:


                                       6
<PAGE>
            (a) Such Adviser has been duly formed, is validly existing as a
business trust under the laws of the Commonwealth of Massachusetts, in the case
of the Investment Adviser, as a limited liability company under the laws of the
State of Delaware, in the case of Parametric, or as a corporation under the laws
of the Commonwealth of Massachusetts, in the case of Rampart, with full power
and authority to conduct all of the activities conducted by it, to own or lease
all of the assets owned or leased by it and to conduct its business as described
in the Registration Statement and Prospectus, and such Adviser is duly licensed
and qualified to do business and in good standing in each jurisdiction in which
it is required to be so qualified, except to the extent that failure to be so
qualified or be in good standing would not have a material adverse affect on the
such Adviser's ability to provide services to the Fund; and such Adviser owns,
possesses or has obtained and currently maintains all governmental licenses,
permits, consents, orders, approvals and other authorizations, whether foreign
or domestic, necessary to carry on its business as contemplated in the
Registration Statement and the Prospectus.

            (b) Such Adviser is (i) duly registered as an investment adviser
under the Advisers Act and (ii) not prohibited by the Advisers Act or the
Investment Company Act from acting as the investment adviser for the Fund as
contemplated by the Investment Advisory Agreement, the Sub-Advisory Agreements,
the Registration Statement and the Prospectus.

            (c) Such Adviser has full power and authority to enter into each of
this Underwriting Agreement, the Investment Advisory Agreement, the Sub-Advisory
Agreements, the Administration Agreement, the Shareholder Servicing Agreement,
[and the Additional Compensation Agreement], to which such Adviser is a party
(collectively, the "Adviser Agreements"), and to carry out all the terms and
provisions hereof and thereof to be carried out by it; and each Adviser
Agreement has been duly and validly authorized, executed and delivered by such
Adviser; none of the Adviser Agreements violate in any material respect any of
the applicable provisions of the Investment Company Act or the Advisers Act; and
assuming due authorization, execution and delivery by the other parties thereto,
each Adviser Agreement constitutes a legal, valid and binding obligation of such
Adviser, enforceable in accordance with its terms, (i) subject, as to
enforcement, to applicable bankruptcy, insolvency and similar laws affecting
creditors' rights generally and to general equitable principles (regardless of
whether enforcement is sought in a proceeding in equity or at law) and (ii)
except as rights to indemnity thereunder may be limited by federal or state
securities laws.

            (d) Neither (i) the execution and delivery by such Adviser of any
Adviser Agreement nor (ii) the consummation by such Adviser of the transactions
contemplated by, or the performance of its obligations under any Adviser
Agreement conflicts or will conflict with, or results or will result in a breach
of, the Declaration of Trust, in the case of the Investment Adviser, the Limited
Liability Company Operating Agreement, in the case of Parametric, or Articles of
Incorporation, in the case of Rampart, or By-Laws of such Adviser or any
agreement or instrument to which such Adviser is a party or by which such
Adviser is bound, or any law, rule or regulation, or order of any court,
governmental instrumentality, securities exchange or association or arbitrator,
whether foreign or domestic, applicable to such Adviser.

            (e) No consent, approval, authorization or order of any court,
governmental agency or body or securities exchange or association, whether
foreign or domestic, is required for the consummation of the transactions
contemplated in, or the performance by such Adviser of its obligations under,
any Adviser Agreement, as the case may be, except such as (i) have been obtained
under the Securities Act, the Investment Company Act, or the Advisers Act, and
(ii) may be required by the New York Stock Exchange or under state securities or
"blue sky" laws, in connection with the purchase and distribution of the Shares
by the Underwriters pursuant to this Underwriting Agreement.

            (f) The description of such Adviser and its business and the
statements attributable to such Adviser in the Registration Statement and the
Prospectus comply with the requirements of the

                                       7
<PAGE>
Securities Act and the Investment Company Act and do not contain any untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary in order to make the statements therein not
misleading.

            (g) Except as disclosed, there is no action, suit or proceeding
before or by any court, commission, regulatory body, administrative agency or
other governmental agency or body, foreign or domestic, now pending or, to the
knowledge of such Adviser, threatened against or affecting such Adviser of a
nature required to be disclosed in the Registration Statement or Prospectus or
that might reasonably be expected to result in any material adverse change in
the condition, financial or otherwise, business affairs or business prospects of
such Adviser or the ability of such Adviser to fulfill its respective
obligations under any Adviser Agreement.

            (h) Except for stabilization activities conducted by the
Underwriters and except for tender offers, Share repurchases and the issuance or
purchase of Shares pursuant to the Fund's Dividend Reinvestment Plan effected
following the date on which the distribution of the Shares is completed in
accordance with the policies of the Fund as set forth in the Prospectus, such
Adviser has not taken and will not take, directly or indirectly, any action
designed, or which might reasonably be expected to cause or result in, or which
will constitute, stabilization or manipulation of the price of the Common Shares
in violation of applicable federal securities laws.

            In the event that the Fund or such Adviser makes available any
promotional materials (other than the sales materials) intended for use only by
qualified broker-dealers and registered representatives thereof by means of an
Internet web site or similar electronic means, such Adviser will install and
maintain pre-qualification and password-protection or similar procedures which
will effectively prohibit access to such promotional materials by persons other
than qualified broker-dealers and registered representatives thereof.

      In addition, any certificate signed by any officer of the Investment
Adviser or the Sub-Advisers and delivered to the Underwriters or counsel for the
Underwriters in connection with the offering of the Shares shall be deemed to be
a representation and warranty by the Investment Adviser or the Sub-Advisers, as
applicable, as to matters covered thereby, to each Underwriter.

      5. AGREEMENTS OF THE PARTIES.

            (a) If the registration statement relating to the Shares has not yet
become effective, the Fund will promptly file a Final Amendment, if not
previously filed, with the Commission, and will use its best efforts to cause
such registration statement to become effective and, as soon as the Fund is
advised, will advise the Managing Representative when the Registration Statement
or any amendment thereto has become effective. If the Registration Statement has
become effective and the Prospectus contained therein omits certain information
at the time of effectiveness pursuant to Rule 430A under the Securities Act, the
Fund will file a 430A Prospectus pursuant to Rule 497(h) under the Securities
Act as promptly as practicable, but no later than the second business day
following the earlier of the date of the determination of the offering price of
the Shares or the date the Prospectus is first used after the Effective Date. If
the Registration Statement has become effective and the Prospectus contained
therein does not so omit such information, the Fund will file a Prospectus
pursuant to Rule 497(b) or a certification pursuant to Rule 497(j) under the
Securities Act as promptly as practicable, but no later than the fifth business
day following the date of the later of the Effective Date or the commencement of
the public offering of the Shares after the Effective Date. In either case, the
Fund will provide the Managing Representative satisfactory evidence of the
filing. The Fund will not file with the Commission any Prospectus or any other
amendment (except any post-effective amendment which is filed with the
Commission after the later of (x) one year from the date of this Underwriting
Agreement or (y) the date on which distribution of

                                       8
<PAGE>
the Shares is completed) or supplement to the Registration Statement or the
Prospectus unless a copy has first been submitted to the Managing Representative
a reasonable time before its filing and the Managing Representative has not
objected to it in writing within a reasonable time after receiving the copy.

            (b) For the period of three years from the date hereof, the Fund
will advise the Managing Representative promptly (i) of the issuance by the
Commission of any order in respect of the Fund, the Investment Adviser or the
Sub-Advisers, which relates to the Fund, or which relates to any material
arrangements or proposed material arrangements involving the Fund, the
Investment Adviser or the Sub-Advisers, (ii) of the initiation or threatening of
any proceedings for, or receipt by the Fund of any notice with respect to, any
suspension of the qualification of the Shares for sale in any jurisdiction or
the issuance of any order by the Commission suspending the effectiveness of the
Registration Statement, (iii) of receipt by the Fund, or any representative or
attorney of the Fund, of any other communication from the Commission relating in
any material way to the Fund, the Registration Statement, the Notification, any
Preliminary Prospectus, the Prospectus or to the transactions contemplated by
this Underwriting Agreement and (iv) the issuance by any court, regulatory body,
administrative agency or other governmental agency or body, whether foreign or
domestic, of any order, ruling or decree, or the threat to initiate any
proceedings with respect thereto, regarding the Fund, which relates in any
material way to the Fund or any material arrangements or proposed material
arrangements involving the Fund. The Fund will make every reasonable effort to
prevent the issuance of any order suspending the effectiveness of the
Registration Statement and, if any such order is issued, to obtain its lifting
as soon as possible.

            (c) If not delivered prior to the date of this Underwriting
Agreement, the Fund will deliver to the Managing Representative, without charge,
a signed copy of the Registration Statement and the Notification and of any
amendments (except any post-effective amendment which is filed with the
Commission after the later of (x) one year from the date of this Underwriting
Agreement or (y) the date on which the distribution of the Shares is completed)
to either the Registration Statement or the Notification (including all exhibits
filed with any such document) and as many conformed copies of the Registration
Statement and any amendments thereto (except any post-effective amendment which
is filed with the Commission after the later of (x) one year from the date of
this Underwriting Agreement or (y) the date on which the distribution of the
Shares is completed) (excluding exhibits) as the Managing Representative may
reasonably request.

            (d) During such period as a prospectus is required by law to be
delivered by an underwriter or a dealer, the Fund will deliver, without charge,
to the Representatives, the Underwriters and any dealers, at such office or
offices as the Representatives may designate, as many copies of the Prospectus
as the Representatives may reasonably request, and, if any event occurs during
such period as a result of which it is necessary to amend or supplement the
Prospectus, in order to make the statements therein, in light of the
circumstances under which they were made, not misleading in any material
respect, or if during such period it is necessary to amend or supplement the
Prospectus to comply with the Securities Act or the Investment Company Act, the
Fund promptly will prepare, submit to the Managing Representative, file with the
Commission and deliver, without charge, to the Underwriters and to dealers
(whose names and addresses the Managing Representative will furnish to the Fund)
to whom Shares may have been sold by the Underwriters, and to other dealers on
request, amendments or supplements to the Prospectus so that the statements in
such Prospectus, as so amended or supplemented, will not, in light of the
circumstances under which they were made, be misleading in any material respect
and will comply with the Securities Act and the Investment Company Act. Delivery
by the Underwriters of any such amendments or supplements to the Prospectus will
not constitute a waiver of any of the conditions in Section 6 hereof.

                                       9
<PAGE>
            (e) The Fund will make generally available to holders of the Fund's
securities, as soon as practicable but in no event later than the last day of
the 18th full calendar month following the calendar quarter in which the
Effective Date falls, an earnings statement, if applicable, satisfying the
provisions of the last paragraph of Section 11(a) of the Securities Act and, at
the option of the Fund, Rule 158 under the Securities Act.

            (f) If the transactions contemplated by this Underwriting Agreement
are consummated, the Fund shall pay all costs and expenses incident to the
performance of the obligations of the Fund under this Underwriting Agreement (to
the extent such expenses do not, in the aggregate, exceed $0.04 per Share),
including but not limited to costs and expenses of or relating to (i) the
preparation, printing and filing of the Registration Statement and exhibits to
it, each Preliminary Prospectus, the Prospectus and all amendments and
supplements thereto, (ii) the issuance of the Shares and the preparation and
delivery of certificates for the Shares, (iii) the registration or qualification
of the Shares for offer and sale under the securities or "blue sky" laws of the
jurisdictions referred to in the foregoing paragraph, including the fees and
disbursements of counsel for the Underwriters in that connection, and the
preparation and printing of any preliminary and supplemental "blue sky"
memoranda, (iv) the furnishing (including costs of design, production, shipping
and mailing) to the Underwriters and dealers of copies of each Preliminary
Prospectus relating to the Shares, the sales materials, the Prospectus, and all
amendments or supplements to the Prospectus, and of the other documents required
by this Section to be so furnished, (v) the filing requirements of the NASD, in
connection with its review of the financing, including filing fees paid by
counsel for the Underwriters in that connection, (vi) all transfer taxes, if
any, with respect to the sale and delivery of the Shares to the Underwriters,
(vii) the listing of the Shares on the New York Stock Exchange and (viii) the
transfer agent for the Shares. To the extent the foregoing costs and expenses
incident to the performance of the obligations of the Fund under this
Underwriting Agreement exceed, in the aggregate, $0.04 per Share, Eaton Vance or
an affiliate will pay all such excess costs and expenses. The Fund, the
Investment Adviser and the Sub-Advisers may otherwise agree among themselves as
to the payment of the foregoing expenses, whether or not the transactions
contemplated by this Underwriting Agreement are consummated, provided, however,
that in no event shall the Underwriters be obligated to pay any of the foregoing
expenses.

            (g) If the transactions contemplated by this Underwriting Agreement
are not consummated, except as otherwise provided herein, no party will be under
any liability to any other party, except that (i) if this Underwriting Agreement
is terminated by (x) the Fund, the Investment Adviser or the Sub-Advisers
pursuant to any of the provisions hereof or (y) by the Representatives or the
Underwriters because of any inability, failure or refusal on the part of the
Fund, the Investment Adviser or the Sub-Advisers to comply with any material
terms or because any of the conditions in Section 6 are not satisfied, the
Investment Adviser or the Sub-Advisers or such Adviser's affiliates and the
Fund, jointly and severally, will reimburse the Underwriters for all
out-of-pocket expenses (including the reasonable fees, disbursements and other
charges of their counsel) reasonably incurred by them in connection with the
proposed purchase and sale of the Shares and (ii) no Underwriter who has failed
or refused to purchase the Shares agreed to be purchased by it under this
Underwriting Agreement, in breach of its obligations pursuant to this
Underwriting Agreement, will be relieved of liability to the Fund, the
Investment Adviser, the Sub-Advisers and the other Underwriters for damages
occasioned by its default.

            (h) Without the prior written consent of the Managing
Representative, the Fund will not offer, sell or register with the Commission,
or announce an offering of, any equity securities of the Fund, within 180 days
after the Effective Date, except for the Shares as described in the Prospectus
and any issuances of Common Shares pursuant to the Dividend Reinvestment Plan
and except in connection with any offering of preferred shares of beneficial
interest as contemplated by the Prospectus.

                                       10
<PAGE>
            (i) The Fund will use its best efforts to list the Shares on the New
York Stock Exchange prior to the date the Shares are issued and comply with the
rules and regulations of such exchange.

            (j) The Fund will direct the investment of the net proceeds of the
offering of the Shares in such a manner as to comply with the investment
objective and policies of the Fund as described in the Prospectus.

      6. CONDITIONS OF THE UNDERWRITERS' OBLIGATIONS. The obligations of the
Underwriters to purchase the Shares are subject to the accuracy on the date of
this Underwriting Agreement, and on each of the Closing Dates, of the
representations of the Fund, the Investment Adviser and the Sub-Advisers in this
Underwriting Agreement, to the accuracy and completeness of all material
statements made by the Fund, the Investment Adviser or the Sub-Advisers or any
of their respective officers in any certificate delivered to the Managing
Representative or its counsel pursuant to this Underwriting Agreement, to
performance by the Fund, the Investment Adviser and the Sub-Advisers of their
respective obligations under this Underwriting Agreement and to each of the
following additional conditions:

            (a) The Registration Statement must have become effective by 5:30
p.m., New York City time, on the date of this Underwriting Agreement or such
later date and time as the Managing Representative consents to in writing. The
Prospectus must have been filed in accordance with Rule 497(b) or (h) or a
certificate must have been filed in accordance with Rule 497(j), as the case may
be, under the Securities Act.

            (b) No order suspending the effectiveness of the Registration
Statement may be in effect and no proceedings for such purpose may be pending
before or, to the knowledge of counsel to the Underwriters, threatened by the
Commission, and any requests for additional information on the part of the
Commission (to be included in the Registration Statement or the Prospectus or
otherwise) must be complied with or waived to the reasonable satisfaction of the
Managing Representative.

            (c) Since the dates as of which information is given in the
Registration Statement and the Prospectus, (i) there must not have been any
material change in the Common Shares or liabilities of the Fund except as set
forth in or contemplated by the Prospectus; (ii) there must not have been any
material adverse change in the general affairs, prospects, management, business,
financial condition or results of operations of the Fund, the Investment Adviser
or the Sub-Advisers whether or not arising from transactions in the ordinary
course of business as set forth in or contemplated by the Prospectus; (iii) the
Fund must not have sustained any material loss or interference with its business
from any court or from legislative or other governmental action, order or
decree, whether foreign or domestic, or from any other occurrence not described
in the Registration Statement and Prospectus; and (iv) there must not have
occurred any event that makes untrue or incorrect in any material respect any
statement or information contained in the Registration Statement or Prospectus
or that is not reflected in the Registration Statement or Prospectus but should
be reflected therein in order to make the statements or information therein (in
the case of the Prospectus, in light of the circumstances in which they were
made) not misleading in any material respect; if, in the judgment of the
Managing Representative, any such development referred to in clause (i), (ii),
(iii), or (iv) of this paragraph (c) makes it impracticable or inadvisable to
consummate the sale and delivery of the Shares pursuant to this Underwriting
Agreement by the Underwriters, at the initial public offering price of the
Shares.

            (d) On the Closing Date, the Shares must have been approved for
listing on the NYSE, subject only to official notice of issuance.

                                       11
<PAGE>
            (e) The Managing Representative must have received on each Closing
Date a certificate, dated such date, of the President or a Vice-President and
the chief financial or accounting officer of each of the Fund, the Investment
Adviser and each Sub-Adviser certifying (in their capacity as such officers and,
with respect to clauses (ii), (iii) and (vi) below, on behalf of the Fund and
such Adviser, as the case may be) that (i) the signers have carefully examined
the Registration Statement, the Prospectus, and this Underwriting Agreement,
(ii) the representations of the Fund (with respect to the certificates from such
Fund officers), the representations of the Investment Adviser (with respect to
the certificates from such officers of the Investment Adviser) and the
representations of each Sub-Adviser (with respect to the certificates from such
officers of each Sub-Adviser) in this Underwriting Agreement are accurate on and
as of the date of the certificate, (iii) (A) there has been no material adverse
change in the condition, financial or otherwise, business affairs or business
prospects of the Fund (with respect to the certificates from such Fund
officers), and (B) there has been no material adverse change in the condition,
financial or otherwise, business affairs or business prospects of the Investment
Adviser (with respect to the certificates from such officers of the Investment
Adviser) or each Sub-Adviser (with respect to the certificates from such
officers of each Sub-Adviser), whether or not in the ordinary course of
business, (iv) with respect to the Fund only, to the knowledge of such officers
after reasonable investigation, no order suspending the effectiveness of the
Registration Statement, prohibiting the sale of any of the Shares or otherwise
having a material adverse effect on the Fund has been issued and no proceedings
for any such purpose are pending before or threatened by the Commission or any
other regulatory body, whether foreign or domestic, (v) to the knowledge of the
officers of each of the Investment Adviser and each Sub-Adviser, after
reasonable investigation, no order having a material adverse effect on the
ability of such Adviser to fulfill its obligations under this Underwriting
Agreement, the Shareholder Servicing Agreement, [the Additional Compensation
Agreement,] the Investment Advisory Agreement or the Sub-Advisory Agreements
(with respect to the certificates from such officers of the Investment Adviser)
and this Underwriting Agreement or the Sub-Advisory Agreements, (with respect to
the certificates from such officers of each Sub-Adviser), as the case may be,
has been issued and no proceedings for any such purpose are pending before or
threatened by the Commission or any other regulatory body, whether foreign or
domestic, and (vi) each of the Fund (with respect to the certificates from such
Fund officers), the Investment Adviser (with respect to the certificates from
such officers of the Investment Adviser) and each Sub-Adviser (with respect to
the certificates from such officers of each Sub-Adviser) has performed all of
its respective agreements that this Underwriting Agreement requires it to
perform by such Closing Date (to the extent not waived in writing by the
Managing Representative).

            (f) The Managing Representative must have received on each Closing
Date the opinions dated such Closing Date substantially in the form of Schedules
B, C, and D to this Underwriting Agreement from the counsel identified in each
such Schedules.

            (g) The Managing Representative must have received on each Closing
Date from Clifford Chance US LLP an opinion dated such Closing Date with respect
to the Fund, the Shares, the Registration Statement and the Prospectus, this
Underwriting Agreement and the form and sufficiency of all proceedings taken in
connection with the sale and delivery of the Shares. Such opinion and
proceedings shall fulfill the requirements of this Section 6(g) only if such
opinion and proceedings are satisfactory in all respects to the Managing
Representative. The Fund, the Investment Adviser and the Sub-Advisers must have
furnished to such counsel such documents as counsel may reasonably request for
the purpose of enabling them to render such opinion.

            (h) The Managing Representative must have received on the date this
Underwriting Agreement is signed and delivered by you a signed letter, dated
such date, substantially in the form of Schedule E to this Underwriting
Agreement from the firm of accountants designated in such Schedule. The Managing
Representative also must have received on each Closing Date a signed letter from
such

                                       12
<PAGE>
accountants, dated as of such Closing Date, confirming on the basis of a review
in accordance with the procedures set forth in their earlier letter that nothing
has come to their attention during the period from a date not more than five
business days before the date of this Underwriting Agreement, specified in the
letter, to a date not more than five business days before such Closing Date,
that would require any change in their letter referred to in the foregoing
sentence.

            (i) The Managing Representative must have received on the Closing
      Date the Shareholder Servicing Agreement as executed by Eaton Vance. [[  ]
      must have received on the Closing Date the Additional Compensation
      Agreement as executed by Eaton Vance.]

            All opinions, letters, evidence and certificates mentioned above or
elsewhere in this Underwriting Agreement will comply only if they are in form
and scope reasonably satisfactory to counsel for the Underwriters, provided that
any such documents, forms of which are annexed hereto, shall be deemed
satisfactory to such counsel if substantially in such form.

      7. TERMINATION. This Underwriting Agreement may be terminated by the
Managing Representative by notifying the Fund at any time:

            (a) before the later of the effectiveness of the Registration
Statement and the time when any of the Shares are first generally offered
pursuant to this Underwriting Agreement by the Managing Representative to
dealers by letter or telegram;

            (b) at or before any Closing Date if, in the sole judgment of the
Managing Representative, payment for and delivery of any Shares is rendered
impracticable or inadvisable because (i) trading in the equity securities of the
Fund is suspended by the Commission or by the principal exchange that lists the
Shares, (ii) trading in securities generally on the New York Stock Exchange or
the Nasdaq Stock Market shall have been suspended or limited or minimum or
maximum prices shall have been generally established on such exchange or
over-the-counter market, (iii) additional material governmental restrictions,
not in force on the date of this Underwriting Agreement, have been imposed upon
trading in securities or trading has been suspended on any U.S. securities
exchange, (iv) a general banking moratorium has been established by U.S. federal
or New York authorities or (v) any material adverse change in the financial or
securities markets in the United States or in political, financial or economic
conditions in the United States or any outbreak or material escalation of
hostilities or declaration by the United States of a national emergency or war
or other calamity, terrorist activity or crisis shall have occurred the effect
of any of which is such as to make it, in the sole judgment of the Managing
Representative, impracticable or inadvisable to market the Shares on the terms
and in the manner contemplated by the Prospectus; or

            (c) at or before any Closing Date, if any of the conditions
specified in Section 6 have not been fulfilled when and as required by this
Underwriting Agreement.

      8. SUBSTITUTION OF UNDERWRITERS. If one or more of the Underwriters fails
(other than for a reason sufficient to justify the termination of this
Underwriting Agreement) to purchase on any Closing Date the Shares agreed to be
purchased on such Closing Date by such Underwriter or Underwriters, the Managing
Representative may find one or more substitute underwriters to purchase such
Shares or make such other arrangements as the Managing Representative deems
advisable, or one or more of the remaining Underwriters may agree to purchase
such Shares in such proportions as may be approved by the Managing
Representative, in each case upon the terms set forth in this Underwriting
Agreement. If no such arrangements have been made within 36 hours after such
Closing Date, and

                                       13
<PAGE>
            (a) the number of Shares to be purchased by the defaulting
Underwriters on such Closing Date does not exceed 10% of the Shares that the
Underwriters are obligated to purchase on such Closing Date, each of the
nondefaulting Underwriters will be obligated to purchase such Shares on the
terms set forth in this Underwriting Agreement in proportion to their respective
obligations under this Underwriting Agreement, or

            (b) the number of Shares to be purchased by the defaulting
Underwriters on such Closing Date exceeds 10% of the Shares to be purchased by
all the Underwriters on such Closing Date, the Fund will be entitled to an
additional period of 24 hours within which to find one or more substitute
underwriters reasonably satisfactory to the Managing Representative to purchase
such Shares on the terms set forth in this Underwriting Agreement.

            Upon the occurrence of the circumstances described in the foregoing
paragraph (b), either the Managing Representative or the Fund will have the
right to postpone the applicable Closing Date for not more than five business
days in order that necessary changes and arrangements (including any necessary
amendments or supplements to the Registration Statement or the Prospectus) may
be effected by the Managing Representative and the Fund. If the number of Shares
to be purchased on such Closing Date by such defaulting Underwriter or
Underwriters exceeds 10% of the Shares that the Underwriters are obligated to
purchase on such Closing Date, and none of the nondefaulting Underwriters or the
Fund makes arrangements pursuant to this Section within the period stated for
the purchase of the Shares that the defaulting Underwriters agreed to purchase,
this Underwriting Agreement will terminate without liability on the part of any
nondefaulting Underwriter, the Fund, the Investment Adviser, or the Sub-Advisers
except as provided in Sections 5(g) and 9 hereof. Any action taken under this
Section will not affect the liability of any defaulting Underwriter to the Fund,
the Investment Adviser or the Sub-Advisers or to any nondefaulting Underwriters
arising out of such default. A substitute underwriter will become an Underwriter
for all purposes of this Underwriting Agreement.

      9. INDEMNITY AND CONTRIBUTION.

            (a) Each of the Fund, the Investment Adviser, Parametric and
Rampart, jointly and severally, agrees to indemnify, defend and hold harmless
each Underwriter, its partners, directors and officers, and any person who
controls any Underwriter within the meaning of Section 15 of the Securities Act
or Section 20 of the Exchange Act, and their successors and assigns of all of
the foregoing persons from and against any loss, damage, expense, liability or
claim (including the reasonable cost of investigation) which, jointly or
severally, any such Underwriter or any such person may incur under the
Securities Act, the Exchange Act, the Investment Company Act, the Advisers Act,
the common law or otherwise, insofar as such loss, damage, expense, liability or
claim arises out of or is based upon any untrue statement or alleged untrue
statement of a material fact contained in the Registration Statement (or in the
Registration Statement as amended by any post-effective amendment thereof by the
Fund) or in a Prospectus (the term "Prospectus" for the purpose of this Section
9 being deemed to include any Preliminary Prospectus, the sales materials, the
Prospectus and the Prospectus as amended or supplemented by the Fund), or arises
out of or is based upon any omission or alleged omission to state a material
fact required to be stated in either such Registration Statement or Prospectus
or necessary to make the statements made therein (with

                                       14
<PAGE>
respect to the Prospectus, in light of the circumstances under which they were
made) not misleading, except insofar as any such loss, damage, expense,
liability or claim arises out of or is based upon any untrue statement or
alleged untrue statement of a material fact contained in and in conformity with
information furnished in writing by or on behalf of any Underwriter to the Fund,
the Investment Adviser or the Sub-Advisers expressly for use with reference to
any Underwriter in such Registration Statement or such Prospectus or arises out
of or is based upon any omission or alleged omission to state a material fact in
connection with such information required to be stated in such Registration
Statement or such Prospectus or necessary to make such information (with respect
to the Prospectus, in light of the circumstances under which they were made) not
misleading, provided, however, that the indemnity agreement contained in this
subsection (a) with respect to any Preliminary Prospectus or amended Preliminary
Prospectus shall not inure to the benefit of any Underwriter (or to the benefit
of any person controlling such Underwriter) from whom the person asserting any
such loss, damage, expense, liability or claim purchased the Shares which is the
subject thereof if the Prospectus corrected any such alleged untrue statement or
omission and if such Underwriter failed to send or give a copy of the Prospectus
to such person at or prior to the written confirmation of the sale of such
Shares to such person, unless the failure is the result of noncompliance by the
Fund with Section 5(d) hereof.

            If any action, suit or proceeding (together, a "Proceeding") is
brought against an Underwriter or any such person in respect of which indemnity
may be sought against the Fund, the Investment Adviser or either Sub-Adviser
pursuant to the foregoing paragraph, such Underwriter or such person shall
promptly notify the Fund, the Investment Adviser or the Sub-Advisers in writing
of the institution of such Proceeding and the Fund, the Investment Adviser or
the Sub-Advisers shall assume the defense of such Proceeding, including the
employment of counsel reasonably satisfactory to such indemnified party and
payment of all fees and expenses; provided, however, that the omission to so
notify the Fund, the Investment Adviser or the Sub-Advisers shall not relieve
the Fund, the Investment Adviser or the Sub-Advisers from any liability which
the Fund, the Investment Adviser or the Sub-Advisers may have to any Underwriter
or any such person or otherwise. Such Underwriter or such person shall have the
right to employ its or their own counsel in any such case, but the reasonable
fees and expenses of such counsel shall be at the expense of such Underwriter or
of such person unless the employment of such counsel shall have been authorized
in writing by the Fund, the Investment Adviser or the Sub-Advisers as the case
may be, in connection with the defense of such Proceeding or the Fund, the
Investment Adviser or the Sub-Advisers shall not have, within a reasonable
period of time in light of the circumstances, employed counsel to have charge of
the defense of such Proceeding or such indemnified party or parties shall have
reasonably concluded that there may be defenses available to it or them, which
are different from, additional to or in conflict with those available to the
Fund, the Investment Adviser or the Sub-Advisers (in which case the Fund, the
Investment Adviser or the Sub-Advisers shall not have the right to direct the
defense of such Proceeding on behalf of the indemnified party or parties), in
any of which events such reasonable fees and expenses shall be borne by the
Fund, the Investment Adviser or the Sub-Advisers and paid as incurred (it being
understood, however, that the Fund, the Investment Adviser or the Sub-Advisers
shall not be liable for the expenses of more than one separate counsel (in
addition to any local counsel) in any one Proceeding or series of related
Proceedings in the same jurisdiction representing the indemnified parties who
are parties to such Proceeding). Neither the Fund, the Investment Adviser nor
the Sub-Advisers shall be liable for any settlement of any Proceeding effected
without its written consent but if settled with the written consent of the Fund,
the Investment Adviser or the Sub-Advisers, the Fund, the Investment Adviser or
the Sub-Advisers, as the case may be, agrees to indemnify and hold harmless any
Underwriter and any such person from and against any loss or liability by reason
of such settlement. Notwithstanding the foregoing sentence, if at any time an
indemnified party shall have requested an indemnifying party to reimburse the
indemnified party for reasonable fees and expenses of counsel as contemplated by
the second sentence of this paragraph, then the indemnifying party agrees that
it shall be liable for any settlement of any Proceeding effected without its
written consent if (i) such settlement is entered into more than 60 business
days after receipt by such indemnifying party of the aforesaid request, (ii)
such indemnifying party shall not have reimbursed the indemnified party in
accordance with such request prior to the date of such settlement and (iii) such
indemnified party shall have given the indemnifying party at least 30 days'
prior notice of its intention to settle. No indemnifying party shall, without
the prior written consent of the indemnified party, effect any settlement of any
pending or threatened Proceeding in respect of which any indemnified party is or
could have been a party and indemnity could have been sought hereunder by such
indemnified party, unless such settlement includes an unconditional release of
such indemnified party from all liability on claims that are the subject

                                       15
<PAGE>
matter of such Proceeding and does not include an admission of fault,
culpability or a failure to act, by or on behalf of such indemnified party.

            (b) Each Underwriter severally agrees to indemnify, defend and hold
harmless the Fund, the Investment Adviser and the Sub-Advisers, and each of
their respective shareholders, partners, managers, members, trustees, directors
and officers, and any person who controls the Fund, the Investment Adviser or
the Sub-Advisers within the meaning of Section 15 of the Securities Act or
Section 20 of the Exchange Act, and the successors and assigns of all of the
foregoing persons from and against any loss, damage, expense, liability or claim
(including the reasonable cost of investigation), which, jointly or severally,
the Fund, the Investment Adviser or the Sub-Advisers or any such person may
incur under the Securities Act, the Exchange Act, the Investment Company Act,
the Advisers Act, the common law or otherwise, insofar as such loss, damage,
expense, liability or claim arises out of or is based upon any untrue statement
or alleged untrue statement of a material fact contained in and in conformity
with information furnished in writing by or on behalf of such Underwriter to the
Fund, the Investment Adviser or the Sub-Advisers expressly for use with
reference to such Underwriter in the Registration Statement (or in the
Registration Statement as amended by any post-effective amendment thereof by the
Fund) or in a Prospectus, or arises out of or is based upon any omission or
alleged omission to state a material fact in connection with such information
required to be stated in such Registration Statement or such Prospectus or
necessary to make such information not misleading (with respect to the
Prospectus, in light of the circumstances under which they were made).

            If any Proceeding is brought against the Fund, the Investment
Adviser, the Sub-Advisers or any such person in respect of which indemnity may
be sought against any Underwriter pursuant to the foregoing paragraph, the Fund,
the Investment Adviser, either Sub-Adviser or such person shall promptly notify
such Underwriter in writing of the institution of such Proceeding and such
Underwriter shall assume the defense of such Proceeding, including the
employment of counsel reasonably satisfactory to such indemnified party and
payment of all fees and expenses; provided, however, that the omission to so
notify such Underwriter shall not relieve such Underwriter from any liability
which such Underwriter may have to the Fund, the Investment Adviser, the
Sub-Advisers or any such person or otherwise. The Fund, the Investment Adviser,
the Sub-Advisers or such person shall have the right to employ its own counsel
in any such case, but the fees and expenses of such counsel shall be at the
expense of the Fund, the Investment Adviser, the Sub-Advisers or such person, as
the case may be, unless the employment of such counsel shall have been
authorized in writing by such Underwriter in connection with the defense of such
Proceeding or such Underwriter shall not have, within a reasonable period of
time in light of the circumstances, employed counsel to have charge of the
defense of such Proceeding or such indemnified party or parties shall have
reasonably concluded that there may be defenses available to it or them, which
are different from or additional to or in conflict with those available to such
Underwriter (in which case such Underwriter shall not have the right to direct
the defense of such Proceeding on behalf of the indemnified party or parties,
but such Underwriter may employ counsel and participate in the defense thereof
but the fees and expenses of such counsel shall be at the expense of such
Underwriter), in any of which events such fees and expenses shall be borne by
such Underwriter and paid as incurred (it being understood, however, that such
Underwriter shall not be liable for the expenses of more than one separate
counsel (in addition to any local counsel) in any one Proceeding or series of
related Proceedings in the same jurisdiction representing the indemnified
parties who are parties to such Proceeding). No Underwriter shall be liable for
any settlement of any such Proceeding effected without the written consent of
such Underwriter but if settled with the written consent of such Underwriter,
such Underwriter agrees to indemnify and hold harmless the Fund, the Investment
Adviser, the Sub-Advisers and any such person from and against any loss or
liability by reason of such settlement. Notwithstanding the foregoing sentence,
if at any time an indemnified party shall have requested an indemnifying party
to reimburse the indemnified party for fees and expenses of counsel as
contemplated by the second sentence of this paragraph, then the indemnifying
party agrees that it shall be liable for any settlement of any Proceeding

                                       16
<PAGE>
effected without its written consent if (i) such settlement is entered into more
than 60 business days after receipt by such indemnifying party of the aforesaid
request, (ii) such indemnifying party shall not have reimbursed the indemnified
party in accordance with such request prior to the date of such settlement and
(iii) such indemnified party shall have given the indemnifying party at least 30
days' prior notice of its intention to settle. No indemnifying party shall,
without the prior written consent of the indemnified party, effect any
settlement of any pending or threatened Proceeding in respect of which any
indemnified party is or could have been a party and indemnity could have been
sought hereunder by such indemnified party, unless such settlement includes an
unconditional release of such indemnified party from all liability on claims
that are the subject matter of such Proceeding and does not include an admission
of fault, culpability or a failure to act, by or on behalf of such indemnified
party.

            (c) If the indemnification provided for in this Section 9 is
unavailable to an indemnified party under subsections (a) and (b) of this
Section 9 in respect of any losses, damages, expenses, liabilities or claims
referred to therein, then each applicable indemnifying party, in lieu of
indemnifying such indemnified party, shall contribute to the amount paid or
payable by such indemnified party as a result of such losses, damages, expenses,
liabilities or claims (i) in such proportion as is appropriate to reflect the
relative benefits received by the Fund, the Investment Adviser and the
Sub-Advisers on the one hand and the Underwriters on the other hand from the
offering of the Shares or (ii) if the allocation provided by clause (i) above is
not permitted by applicable law, in such proportion as is appropriate to reflect
not only the relative benefits referred to in clause (i) above but also the
relative fault of the Fund, the Investment Adviser and the Sub-Advisers on the
one hand and of the Underwriters on the other in connection with the statements
or omissions, which resulted in such losses, damages, expenses, liabilities or
claims, as well as any other relevant equitable considerations. The relative
benefits received by the Fund, the Investment Adviser and the Sub-Advisers on
the one hand and the Underwriters on the other shall be deemed to be in the same
respective proportions as the total proceeds from the offering (net of
underwriting discounts and commissions but before deducting expenses) received
by the Fund and the total underwriting discounts and commissions received by the
Underwriters, bear to the aggregate public offering price of the Shares. The
relative fault of the Fund, the Investment Adviser and the Sub-Advisers on the
one hand and of the Underwriters on the other shall be determined by reference
to, among other things, whether the untrue statement or alleged untrue statement
of a material fact or omission or alleged omission relates to information
supplied by the Fund, the Investment Adviser or the Sub-Advisers or by the
Underwriters and the parties' relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission. The amount
paid or payable by a party as a result of the losses, damages, expenses,
liabilities and claims referred to in this subsection shall be deemed to include
any legal or other fees or expenses reasonably incurred by such party in
connection with investigating, preparing to defend or defending any Proceeding.

            (d) The Fund, the Investment Adviser, the Sub-Advisers and the
Underwriters agree that it would not be just and equitable if contribution
pursuant to this Section 9 were determined by pro rata allocation (even if the
Underwriters were treated as one entity for such purpose) or by any other method
of allocation that does not take account of the equitable considerations
referred to in subsection (c) above. Notwithstanding the provisions of this
Section 9, no Underwriter shall be required to contribute any amount in excess
of the fees and commissions received by such Underwriter. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. The Underwriters' obligations to
contribute pursuant to this Section 9 are several in proportion to their
respective underwriting commitments and not joint.

            (e) The indemnity and contribution agreements contained in this
Section 9 and the covenants, warranties and representations of the Fund
contained in this Agreement shall remain in full force and effect regardless of
any investigation made by or on behalf of any Underwriter, its partners,

                                       17
<PAGE>
directors or officers or any person (including each partner, officer or director
of such person) who controls any Underwriter within the meaning of Section 15 of
the Securities Act or Section 20 of the Exchange Act, or by or on behalf of the
Fund, the Investment Adviser or the Sub-Advisers, its shareholders, partners,
advisers, members, trustees, directors or officers or any person who controls
the Fund, the Investment Adviser or the Sub-Advisers within the meaning of
Section 15 of the Securities Act or Section 20 of the Exchange Act, and shall
survive any termination of this Agreement or the issuance and delivery of the
Shares. The Fund, the Investment Adviser, the Sub-Advisers and each Underwriter
agree promptly to notify each other of the commencement of any Proceeding
against it and, in the case of the Fund, the Investment Adviser or the
Sub-Advisers, against any of the Fund's, the Adviser's or the Sub-Advisers'
shareholders, partners, managers, members, trustees, directors or officers in
connection with the issuance and sale of the Shares, or in connection with the
Registration Statement or Prospectus.

            (f) The Fund, the Investment Adviser and the Sub-Advisers each
acknowledge that the statements with respect to (1) the public offering of the
Shares as set forth on the cover page of and (2) stabilization and selling
concessions and reallowances of selling concessions and payment of fees to
Underwriters that meet certain minimum sales thresholds under the caption
"Underwriting" in the Prospectus constitute the only information furnished in
writing to the Fund by the Underwriters expressly for use in such document. The
Underwriters severally confirm that these statements are correct in all material
respects and were so furnished by or on behalf of the Underwriters severally for
use in the Prospectus.

            (g) Notwithstanding any other provisions in this Section 9, no party
shall be entitled to indemnification or contribution under this Underwriting
Agreement against any loss, claim, liability, expense or damage arising by
reason of such person's willful misfeasance, bad faith, gross negligence or
reckless disregard of its duties in the performance of its duties hereunder. The
parties hereto acknowledge that the foregoing provision shall be applicable
solely as to matters arising under Section 17(i) of the Investment Company Act,
and shall not be construed to impose any duties or obligations upon any such
parties under this Agreement other than as specifically set forth herein (it
being understood that the Underwriters have no duty hereunder to the Fund to
perform any due diligence investigation).

      10. NOTICES. Except as otherwise herein provided, all statements,
requests, notices and agreements shall be in writing or by telegram and, if to
the Underwriters, shall be sufficient in all respects if delivered or sent to
UBS Securities LLC, 299 Park Avenue, New York, NY 10171-0026, Attention:
Syndicate Department, if to the Fund or the Investment Adviser, shall be
sufficient in all respects if delivered or sent to the Fund or the Investment
Adviser, as the case may be, at the offices of the Fund and the Investment
Adviser at Eaton Vance Management, 255 State Street, Boston, MA 02109, if to
Parametric, shall be sufficient in all respects if delivered or sent to
Parametric Portfolio Associates LLC, 1151 Fairview Avenue N., Seattle,
Washington 98109, and, if to Rampart, shall be sufficient in all respects if
delivered or sent to Rampart Investment Management Company Inc., One
International Place, Boston, MA 02110.

      11. GOVERNING LAW; CONSTRUCTION. This Agreement and any claim,
counterclaim or dispute of any kind or nature whatsoever arising out of or in
any way relating to this Agreement ("Claim"), directly or indirectly, shall be
governed by, and construed in accordance with, the laws of the State of New
York. The Section headings in this Agreement have been inserted as a matter of
convenience of reference and are not a part of this Agreement.

      12. SUBMISSION TO JURISDICTION. Except as set forth below, no Claim may be
commenced, prosecuted or continued in any court other than the courts of the
State of New York located in the City and County of New York or in the United
States District Court for the Southern District of New York, which courts shall
have jurisdiction over the adjudication of such matters, and the Fund and UBS

                                       18
<PAGE>
Securities each consent to the jurisdiction of such courts and personal service
with respect thereto. The Fund and UBS Securities hereby consent to personal
jurisdiction, service and venue in any court in which any Claim arising out of
or in any way relating to this Agreement is brought by any third party against
UBS Securities or any indemnified party. Each of UBS Securities, the Fund (on
its behalf and, to the extent permitted by applicable law, on behalf of its
stockholders and affiliates), the Investment Adviser (on its behalf and, to the
extent permitted by applicable law, on behalf of its unitholders and affiliates)
and the Sub-Advisers (on its behalf and, to the extent permitted by applicable
law, on behalf of its shareholders and affiliates) waives all right to trial by
jury in any action, proceeding or counterclaim (whether based upon contract,
tort or otherwise) in any way arising out of or relating to this Agreement. Each
of the Fund, the Investment Adviser and the Sub-Advisers agree that a final
judgment in any such action, proceeding or counterclaim brought in any such
court shall be conclusive and binding upon the Fund, the Investment Adviser and
the Sub-Advisers, as the case may be, and may be enforced in any other courts in
the jurisdiction of which the Fund, the Investment Adviser and the Sub-Advisers,
as the case may be, is or may be subject, by suit upon such judgment.

      13. PARTIES AT INTEREST. The Agreement herein set forth has been and is
made solely for the benefit of the Underwriters, the Fund, the Investment
Adviser and the Sub-Advisers and to the extent provided in Section 9 hereof the
controlling persons, shareholders, partners, members, trustees, managers,
directors and officers referred to in such section, and their respective
successors, assigns, heirs, personal representatives and executors and
administrators. No other person, partnership, association or corporation
(including a purchaser, as such purchaser, from any of the Underwriters) shall
acquire or have any right under or by virtue of this Agreement.

      14. COUNTERPARTS. This Agreement may be signed by the parties in one or
more counterparts which together shall constitute one and the same agreement
among the parties.

      15. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon the
Underwriters, the Fund, the Investment Adviser, the Sub-Advisers and any
successor or assign of any substantial portion of the Fund's, the Investment
Adviser's, the Sub-Advisers', or any of the Underwriters' respective businesses
and/or assets.

      16. DISCLAIMER OF LIABILITY OF TRUSTEES AND BENEFICIARIES. A copy of the
Agreement and Declaration of Trust of each of the Fund and Eaton Vance is on
file with the Secretary of State of The Commonwealth of Massachusetts, and
notice hereby is given that this Underwriting Agreement is executed on behalf of
the Fund and Eaton Vance, respectively, by an officer or Trustee of the Fund or
Eaton Vance, as the case may be, in his or her capacity as an officer or Trustee
of the Fund or Eaton Vance, as the case may be, and not individually and that
the obligations under or arising out of this Underwriting Agreement are not
binding upon any of the Trustees, officers or shareholders individually but are
binding only upon the assets and properties of the Fund or Eaton Vance, as the
case may be.

      17. NO FIDUCIARY RELATIONSHIP. [TO COME]

      If the foregoing correctly sets forth the understanding among the Fund,
the Investment Adviser, the Sub-Advisers and the Underwriters, please so
indicate in the space provided below, whereupon this letter and your acceptance
shall constitute a binding agreement among the Fund, the Investment Adviser, the
Sub-Advisers and the Underwriters, severally.

                                       19
<PAGE>
                                        Very truly yours,

                                        EATON VANCE TAX-MANAGED GLOBAL BUY-WRITE
                                        OPPORTUNITIES FUND
                                        By:
                                            ------------------------------------
                                            Title:


                                        EATON VANCE MANAGEMENT


                                        By:
                                            ------------------------------------
                                            Title:


                                            PARAMETRIC PORTFOLIO ASSOCIATES LLC


                                        By:
                                            ------------------------------------
                                            Title:


                                        RAMPART INVESTMENT MANAGEMENT
                                            COMPANY, INC.


                                        By:
                                            ------------------------------------
                                            Title:



Accepted and agreed to as of the
date first above written, on behalf of
themselves and the other several
Underwriters named in Schedule A

UBS SECURITIES LLC


By:
    ------------------------------------
    Title:


By:
    ------------------------------------
    Title:




                                       20
<PAGE>
                                   SCHEDULE A


<TABLE>
<CAPTION>
UNDERWRITERS                                                 NUMBER OF SHARES
------------                                                 ----------------
<S>                                                          <C>
UBS Securities LLC                                           [__________]




   Total................................................     [__________]
                                                             ============
</TABLE>



                                  Schedule A-1
<PAGE>
                                   SCHEDULE B

                               FORM OF OPINION OF
                  KIRKPATRICK & LOCKHART LLP REGARDING THE FUND

            1. The Registration Statement and all post-effective amendments, if
any, are effective under the Securities Act and no stop order with respect
thereto has been issued and no proceeding for that purpose has been instituted
or, to the best of our knowledge, is threatened by the Commission. Any filing of
the Prospectus or any supplements thereto required under Rule 497 of the
Securities Act Rules prior to the date hereof have been made in the manner and
within the time required by such rule.

            2. The Fund has been duly formed and is validly existing as a
Massachusetts business trust under the laws of the Commonwealth of
Massachusetts, with full power and authority to conduct all the activities
conducted by it, to own or lease all assets owned (or to be owned) or leased (or
to be leased) by it and to conduct its business as described in the Registration
Statement and Prospectus, and the Fund is duly licensed and qualified to do
business and in good standing in each jurisdiction in which its ownership or
leasing of property or its conducting of business requires such qualification,
and the Fund owns, possesses or has obtained and currently maintains all
governmental licenses, permits, consents, orders, approvals and other
authorizations, whether foreign or domestic, necessary to carry on its business
as contemplated in the Prospectus. The Fund has no subsidiaries.

            3. The capitalization of the Fund is as set forth in the
Registration Statement and the Prospectus. The Shares of Beneficial Interest of
the Fund conform in all respects to the description of them in the Prospectus.
All the outstanding Shares of Beneficial Interest have been duly authorized and
are validly issued, fully paid and nonassessable (except as described in the
Registration Statement). The Shares to be issued and delivered to and paid for
by the Underwriters in accordance with the Underwriting Agreement against
payment therefor as provided by the Underwriting Agreement have been duly
authorized and when issued and delivered to the Underwriters will have been
validly issued and will be fully paid and nonassessable (except as described in
the Registration Statement). No person is entitled to any preemptive or other
similar rights with respect to the Shares.

            4. The Fund is duly registered with the Commission under the
Investment Company Act as a diversified, closed-end management investment
company and all action under the Securities Act, the Investment Company Act, the
Securities Act Rules and the Investment Company Act Rules, as the case may be,
necessary to make the public offering and consummate the sale of the Shares as
provided in the Underwriting Agreement has or will have been taken by the Fund.

            5. The Fund has full power and authority to enter into each of the
Underwriting Agreement, the Investment Advisory Agreement, the Sub-Advisory
Agreement, the Custodian Agreement, the Administration Agreement, and the
Transfer Agency Agreement (collectively, the "Fund Agreements") and to perform
all of the terms and provisions thereof to be carried out by it and (A) each
Fund Agreement has been duly and validly authorized, executed and delivered by
the Fund, (B) each Fund Agreement complies in all material respects with all
applicable provisions of the Investment Company Act, the Advisers Act, the
Investment Company Act Rules and the Advisers Act Rules, as the case may be, and
(C) assuming due authorization, execution and delivery by the other parties
thereto, each Fund Agreement constitutes the legal, valid and binding obligation
of the Fund enforceable in accordance with its terms, (1) subject, as to
enforcement, to applicable bankruptcy, insolvency and similar laws affecting
creditors' rights generally and to general equitable principles (regardless of
whether enforcement is sought in a proceeding in equity or at law) and (2) as
rights to indemnity thereunder may be limited by federal or state securities
laws.

                                  Schedule B-1
<PAGE>
            6. None of (A) the execution and delivery by the Fund of the Fund
Agreements, (B) the issue and sale by the Fund of the Shares as contemplated by
the Underwriting Agreement and (C) the performance by the Fund of its
obligations under the Fund Agreements or consummation by the Fund of the other
transactions contemplated by the Fund Agreements conflicts with or will conflict
with, or results or will result in a breach of, the Declaration of Trust or the
By-laws of the Fund or any agreement or instrument to which the Fund is a party
or by which the Fund is bound, or any law, rule or regulation, or order of any
court, governmental instrumentality, securities exchange or association or
arbitrator, whether foreign or domestic, applicable to the Fund, except that we
express no opinion as to the securities or "blue sky" laws applicable in
connection with the purchase and distribution of the Shares by the Underwriters
pursuant to the Underwriting Agreement.

            7. The Fund is not currently in breach of, or in default under, any
written agreement or instrument to which it is a party or by which it or its
property is bound or affected.

            8. No consent, approval, authorization or order of any court or
governmental agency or body or securities exchange or association, whether
foreign or domestic, is required by the Fund for the consummation by the Fund of
the transactions to be performed by the Fund or the performance by the Fund of
all the terms and provisions to be performed by or on behalf of it in each case
as contemplated in the Fund Agreements, except such as (A) have been obtained
under the Securities Act, the Investment Company Act, the Advisers Act, the
Securities Act Rules, the Investment Company Act Rules and the Advisers Act
Rules and (B) may be required by the New York Stock Exchange or under state
securities or "blue sky" laws in connection with the purchase and distribution
of the Shares by the Underwriters pursuant to the Underwriting Agreement.

            9. The Shares have been approved for listing on the New York Stock
Exchange, subject to official notice of issuance, and the Fund's Registration
Statement on Form 8-A under the 1934 Act is effective.

            10. There is no action, suit or proceeding before or by any court,
commission, regulatory body, administrative agency or other governmental agency
or body, foreign or domestic, now pending or, to our knowledge, threatened
against or affecting the Fund, which is required to be disclosed in the
Prospectus that is not disclosed in the Prospectus, and there are no contracts,
franchises or other documents that are of a character required to be described
in, or that are required to be filed as exhibits to, the Registration Statement
that have not been described or filed as required.

            11. The Fund does not require any tax or other rulings to enable it
to qualify as a regulated investment company under Subchapter M of the Code.

            12. Each of the section in the Prospectus entitled "Distributions --
Federal Income Tax Matters" and the section in the Statement of Additional
Information entitled "Taxes" is a fair summary of the principal United States
federal income tax rules currently in effect applicable to the Fund and to the
purchase, ownership and disposition of the Shares.

            13. The Registration Statement (except the financial statements and
schedules and other financial data included therein as to which we express no
view), at the time it became effective, and the Prospectus (except as
aforesaid), as of the date thereof, complied as to form in all material respects
to the requirements of the Securities Act, the Investment Company Act and the
rules and regulations of the Commission thereunder.

            In rendering our opinion, we have relied, as to factual matters,
upon the attached written certificates and statements of officers of the Fund.

                                  Schedule B-2
<PAGE>
            In connection with the registration of the Shares, we have advised
the Fund as to the requirements of the Securities Act, the Investment Company
Act and the applicable rules and regulations of the Commission thereunder and
have rendered other legal advice and assistance to the Fund in the course of its
preparation of the Registration Statement and the Prospectus. Rendering such
assistance involved, among other things, discussions and inquiries concerning
various legal and related subjects and reviews of certain corporate records,
documents and proceedings. We also participated in conferences with
representatives of the Fund and its accountants at which the contents of the
Registration Statement and Prospectus and related matters were discussed. With
your permission, we have not undertaken, except as otherwise indicated herein,
to determine independently, and do not assume any responsibility for, the
accuracy, completeness or fairness of the statements in the Registration
Statement or Prospectus. On the basis of the information which was developed in
the course of the performance of the services referred to above, no information
has come to our attention that would lead us to believe that the Registration
Statement, at the time it became effective, contained any untrue statement of a
material fact or omitted to state a material fact required to be stated therein
or necessary to make the statements therein not misleading, or that the
Prospectus, as of its date and as of the date hereof, contained or contains an
untrue statement of a material fact or omitted or omits to state a material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading or that any amendment
or supplement to the Prospectus, as of its respective date, and as of the date
hereof, contained any untrue statement of a material fact or omitted or omits to
state a material fact necessary in order to make the statements in the
Prospectus, in the light of the circumstances under which they were made, not
misleading (except the financial statements, schedules and other financial data
included therein, as to which we express no view).



                                  Schedule B-3
<PAGE>
                                   SCHEDULE C

                       FORM OF OPINION OF INTERNAL COUNSEL
                        REGARDING EATON VANCE MANAGEMENT

            1. Eaton Vance has been duly formed and is validly existing as a
Massachusetts business trust under the laws of its jurisdiction of incorporation
with full power and authority to conduct all of the activities conducted by it,
to own or lease all of the assets owned or leased by it and to conduct its
business as described in the Registration Statement and Prospectus, and Eaton
Vance is duly licensed and qualified and in good standing in each other
jurisdiction in which it is required to be so qualified and Eaton Vance owns,
possesses or has obtained and currently maintains all governmental licenses,
permits, consents, orders, approvals and other authorizations, whether foreign
or domestic, necessary for Eaton Vance to carry on its business as contemplated
in the Registration Statement and the Prospectus.

            2. Eaton Vance is duly registered as an investment adviser under the
Advisers Act and is not prohibited by the Advisers Act, the Investment Company
Act, the Advisers Act Rules or the Investment Company Act Rules from acting as
investment adviser for the Fund as contemplated by the Investment Advisory
Agreement, the Registration Statement and the Prospectus.

            3. Eaton Vance has full power and authority to enter into each of
the Underwriting Agreement, the Investment Advisory Agreement, the Sub-Advisory
Agreement, the Administration Agreement, [the Additional Compensation
Agreement], and the Shareholder Servicing Agreement (collectively, the "Eaton
Vance Agreements") and to carry out all the terms and provisions thereof to be
carried out by it, and each such agreement has been duly and validly authorized,
executed and delivered by Eaton Vance; each Eaton Vance Agreement complies in
all material respects with all provisions of the Investment Company Act, the
Advisers Act, the Investment Company Act Rules and the Advisers Act Rules; and
assuming due authorization, execution and delivery by the other parties thereto,
each Eaton Vance Agreement constitutes a legal, valid and binding obligation of
Eaton Vance, enforceable in accordance with its terms, (1) subject, as to
enforcement, to applicable bankruptcy, insolvency and similar laws affecting
creditors' rights generally and to general equitable principles (regardless of
whether enforcement is sought in a proceeding in equity or at law) and (2) as
rights to indemnity thereunder may be limited by federal or state securities
laws.

            4. Neither (A) the execution and delivery by Eaton Vance of any
Eaton Vance Agreement nor (B) the consummation by Eaton Vance of the
transactions contemplated by, or the performance of its obligations under any
Eaton Vance Agreement conflicts or will conflict with, or results or will result
in a breach of, the Agreement and Declaration of Trust or By-Laws of Eaton Vance
or any agreement or instrument to which Eaton Vance is a party or by which Eaton
Vance is bound, or any law, rule or regulation, or order of any court,
governmental instrumentality, securities exchange or association or arbitrator,
whether foreign or domestic, applicable to Eaton Vance.

            5. No consent, approval, authorization or order of any court,
governmental agency or body or securities exchange or association, whether
foreign or domestic, is required for the consummation of the transactions
contemplated in, or the performance by Eaton Vance of its obligations under, any
Eaton Vance Agreement, except such as have been obtained under the Investment
Company Act, the Advisers Act, the Securities Act, the Investment Company Act
Rules, the Advisers Act Rules and the Securities Act Rules.

            6. The description of Eaton Vance and its business, and the
statements attributable to Eaton Vance, in the Registration Statement and the
Prospectus complies with the requirements of the Securities Act, the Investment
Company Act, the Securities Act Rules and the Investment Company Act



                                  Schedule C-1
<PAGE>
Rules and do not contain any untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary in order to
make the statements therein not misleading.

            7. There is no action, suit or proceeding before or by any court,
commission, regulatory body, administrative agency or other governmental agency
or body, foreign or domestic, now pending or, to our knowledge, threatened
against or affecting Eaton Vance of a nature required to be disclosed in the
Registration Statement or Prospectus or that might reasonably result in any
material adverse change in the condition, financial or otherwise, business
affairs or business prospects of Eaton Vance or the ability of Eaton Vance to
fulfill its respective obligations under any Eaton Vance Agreement.

            8. The Registration Statement (except the financial statements and
schedules and other financial data included therein as to which we express no
view), at the time it became effective, and the Prospectus (except as
aforesaid), as of the date thereof, appeared on their face to be appropriately
responsive in all material respects to the requirements of the Securities Act,
the Investment Company Act and the rules and regulations of the Commission
thereunder.

            In rendering our opinion, we have relied, as to factual matters,
upon the attached written certificates and statements of officers of Eaton
Vance.

            In connection with the registration of the Shares, we have advised
Eaton Vance as to the requirements of the Securities Act, the Investment Company
Act and the applicable rules and regulations of the Commission thereunder and
have rendered other legal advice and assistance to Eaton Vance in the course of
the preparation of the registration Statement and the Prospectus. Rendering such
assistance involved, among other things, discussions and inquiries concerning
various legal and related subjects and reviews of certain corporate records,
documents and proceedings. We also participated in conferences with
representatives of the Fund and its accountants and Eaton Vance at which the
contents of the registration and Prospectus and related matters were discussed.
With your permission, we have not undertaken, except as otherwise indicated
herein, to determine independently, and do not assume any responsibility for,
the accuracy, completeness or fairness of the statements in the Registration
Statement or Prospectus. On the basis of the information which was developed in
the course of the performance of the services referred to above, no information
has come to our attention that would lead us to believe that the Registration
Statement, at the time it became effective, contained any untrue statement of a
material fact or omitted to state a material fact required to be stated therein
or necessary to make the statements therein not misleading, or that the
Prospectus, as of its date and as of the date hereof, contained or contains an
untrue statement of a material fact or omitted or omits to state a material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading or that any amendment
or supplement to the Prospectus, as of its respective date, and as of the date
hereof, contained any untrue statement of a material fact or omitted or omits to
state a material fact necessary in order to make the statements in the
Prospectus, in the light of the circumstances under which they were made, not
misleading (except the financial statements, schedules and other financial data
included therein, as to which we express no view).




                                  Schedule C-2
<PAGE>
                                  SCHEDULE D-1

                  FORM OF OPINION OF KIRKPATRICK & LOCKHART LLP
              REGARDING RAMPART INVESTMENT MANAGEMENT COMPANY, INC.

            1. Rampart Investment Management Company, Inc. (the "Sub-Adviser")
has been duly formed and is validly existing as a Massachusetts corporation
under the laws of its jurisdiction of incorporation with full power and
authority to conduct all of the activities conducted by it, to own or lease all
of the assets owned or leased by it and to conduct its business as described in
the Registration Statement and Prospectus, and the Sub-Adviser is duly licensed
and qualified and in good standing in each other jurisdiction in which it is
required to be so qualified and the Sub-Adviser owns, possesses or has obtained
and currently maintains all governmental licenses, permits, consents, orders,
approvals and other authorizations, whether foreign or domestic, necessary for
the Sub-Adviser to carry on its business as contemplated in the Registration
Statement and the Prospectus.

            2. The Sub-Adviser is duly registered as an investment adviser under
the Advisers Act and is not prohibited by the Advisers Act, the Investment
Company Act, the Advisers Act Rules or the Investment Company Act Rules from
acting as investment adviser for the Fund as contemplated by the Sub-Advisory
Agreement, the Registration Statement and the Prospectus.

            3. The Sub-Adviser has full power and authority to enter into each
of the Underwriting Agreement and the Sub-Advisory Agreement (collectively, the
"Sub-Adviser Agreements") and to carry out all the terms and provisions thereof
to be carried out by it, and each such agreement has been duly and validly
authorized, executed and delivered by the Sub-Adviser; each Sub-Adviser
Agreement complies in all material respects with all provisions of the
Investment Company Act, the Advisers Act, the Investment Company Act Rules and
the Advisers Act Rules; and assuming due authorization, execution and delivery
by the other parties thereto, each Sub-Adviser Agreement constitutes a legal,
valid and binding obligation of the Sub-Adviser, enforceable in accordance with
its terms, (1) subject, as to enforcement, to applicable bankruptcy, insolvency
and similar laws affecting creditors' rights generally and to general equitable
principles (regardless of whether enforcement is sought in a proceeding in
equity or at law) and (2) as rights to indemnity thereunder may be limited by
federal or state securities laws.

            4. Neither (A) the execution and delivery by the Sub-Adviser of any
Sub-Adviser Agreement nor (B) the consummation by the Sub-Adviser of the
transactions contemplated by, or the performance of its obligations under any
Sub-Adviser Agreement conflicts or will conflict with, or results or will result
in a breach of, the Articles of Incorporation or By-Laws of the Sub-Adviser or
any agreement or instrument to which the Sub-Adviser is a party or by which the
Sub-Adviser is bound, or any law, rule or regulation, or order of any court,
governmental instrumentality, securities exchange or association or arbitrator,
whether foreign or domestic, applicable to the Sub-Adviser.

            5. No consent, approval, authorization or order of any court,
governmental agency or body or securities exchange or association, whether
foreign or domestic, is required for the consummation of the transactions
contemplated in, or the performance by the Sub-Adviser of its obligations under,
any Sub-Adviser Agreement, except such as have been obtained under the
Investment Company Act, the Advisers Act, the Securities Act, the Investment
Company Act Rules, the Advisers Act Rules and the Securities Act Rules.

            6. The description of the Sub-Adviser and its business, and the
statements attributable to the Sub-Adviser, in the Registration Statement and
the Prospectus complies with the requirements of the Securities Act, the
Investment Company Act, the Securities Act Rules and the

                                  Schedule D-1
<PAGE>
Investment Company Act Rules and do not contain any untrue statement of a
material fact or omit to state any material fact required to be stated therein
or necessary in order to make the statements therein not misleading.

            7. There is no action, suit or proceeding before or by any court,
commission, regulatory body, administrative agency or other governmental agency
or body, foreign or domestic, now pending or, to our knowledge, threatened
against or affecting the Sub-Adviser of a nature required to be disclosed in the
Registration Statement or Prospectus or that might reasonably result in any
material adverse change in the condition, financial or otherwise, business
affairs or business prospects of the Sub-Adviser or the ability of the
Sub-Adviser to fulfill its respective obligations under any Sub-Adviser
Agreement.

            8. The Registration Statement (except the financial statements and
schedules and other financial data included therein as to which we express no
view), at the time it became effective, and the Prospectus (except as
aforesaid), as of the date thereof, appeared on their face to be appropriately
responsive in all material respects to the requirements of the Securities Act,
the Investment Company Act and the rules and regulations of the Commission
thereunder.

            In rendering our opinion, we have relied, as to factual matters,
upon the attached written certificates and statements of officers of the
Sub-Adviser.

            In connection with the registration of the Shares, we have advised
the Sub-Adviser as to the requirements of the Securities Act, the Investment
Company Act and the applicable rules and regulations of the Commission
thereunder and have rendered other legal advice and assistance to the
Sub-Adviser in the course of the preparation of the registration Statement and
the Prospectus. Rendering such assistance involved, among other things,
discussions and inquiries concerning various legal and related subjects and
reviews of certain corporate records, documents and proceedings. We also
participated in conferences with representatives of the Fund and its accountants
and the Sub-Adviser at which the contents of the registration and Prospectus and
related matters were discussed. With your permission, we have not undertaken,
except as otherwise indicated herein, to determine independently, and do not
assume any responsibility for, the accuracy, completeness or fairness of the
statements in the Registration Statement or Prospectus. On the basis of the
information which was developed in the course of the performance of the services
referred to above, no information has come to our attention that would lead us
to believe that the Registration Statement, at the time it became effective,
contained any untrue statement of a material fact or omitted to state a material
fact required to be stated therein or necessary to make the statements therein
not misleading, or that the Prospectus, as of its date and as of the date
hereof, contained or contains an untrue statement of a material fact or omitted
or omits to state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading or that any amendment or supplement to the Prospectus, as of its
respective date, and as of the date hereof, contained any untrue statement of a
material fact or omitted or omits to state a material fact necessary in order to
make the statements in the Prospectus, in the light of the circumstances under
which they were made, not misleading (except the financial statements, schedules
and other financial data included therein, as to which we express no view).




                                  Schedule D-2
<PAGE>
                                  SCHEDULE D-2

                  FORM OF OPINION OF KIRKPATRICK & LOCKHART LLP
                  REGARDING PARAMETRIC PORTFOLIO ASSOCIATES LLC

            1. Parametric Portfolio Associates LLC (the "Sub-Adviser") has been
duly formed and is validly existing as a limited liability company under the
laws of its jurisdiction of formation with full power and authority to conduct
all of the activities conducted by it, to own or lease all of the assets owned
or leased by it and to conduct its business as described in the Registration
Statement and Prospectus, and the Sub-Adviser is duly licensed and qualified and
in good standing in each other jurisdiction in which it is required to be so
qualified and the Sub-Adviser owns, possesses or has obtained and currently
maintains all governmental licenses, permits, consents, orders, approvals and
other authorizations, whether foreign or domestic, necessary for the Sub-Adviser
to carry on its business as contemplated in the Registration Statement and the
Prospectus.

            2. The Sub-Adviser is duly registered as an investment adviser under
the Advisers Act and is not prohibited by the Advisers Act, the Investment
Company Act, the Advisers Act Rules or the Investment Company Act Rules from
acting as investment adviser for the Fund as contemplated by the Sub-Advisory
Agreement, the Registration Statement and the Prospectus.

            3. The Sub-Adviser has full power and authority to enter into each
of the Underwriting Agreement and the Sub-Advisory Agreement (collectively, the
"Sub-Adviser Agreements") and to carry out all the terms and provisions thereof
to be carried out by it, and each such agreement has been duly and validly
authorized, executed and delivered by the Sub-Adviser; each Sub-Adviser
Agreement complies in all material respects with all provisions of the
Investment Company Act, the Advisers Act, the Investment Company Act Rules and
the Advisers Act Rules; and assuming due authorization, execution and delivery
by the other parties thereto, each Sub-Adviser Agreement constitutes a legal,
valid and binding obligation of the Sub-Adviser, enforceable in accordance with
its terms, (1) subject, as to enforcement, to applicable bankruptcy, insolvency
and similar laws affecting creditors' rights generally and to general equitable
principles (regardless of whether enforcement is sought in a proceeding in
equity or at law) and (2) as rights to indemnity thereunder may be limited by
federal or state securities laws.

            4. Neither (A) the execution and delivery by the Sub-Adviser of any
Sub-Adviser Agreement nor (B) the consummation by the Sub-Adviser of the
transactions contemplated by, or the performance of its obligations under any
Sub-Adviser Agreement conflicts or will conflict with, or results or will result
in a breach of, the Articles of Incorporation or By-Laws of the Sub-Adviser or
any agreement or instrument to which the Sub-Adviser is a party or by which the
Sub-Adviser is bound, or any law, rule or regulation, or order of any court,
governmental instrumentality, securities exchange or association or arbitrator,
whether foreign or domestic, applicable to the Sub-Adviser.

            5. No consent, approval, authorization or order of any court,
governmental agency or body or securities exchange or association, whether
foreign or domestic, is required for the consummation of the transactions
contemplated in, or the performance by the Sub-Adviser of its obligations under,
any Sub-Adviser Agreement, except such as have been obtained under the
Investment Company Act, the Advisers Act, the Securities Act, the Investment
Company Act Rules, the Advisers Act Rules and the Securities Act Rules.

            6. The description of the Sub-Adviser and its business, and the
statements attributable to the Sub-Adviser, in the Registration Statement and
the Prospectus complies with the requirements of the Securities Act, the
Investment Company Act, the Securities Act Rules and the

                                  Schedule D-1
<PAGE>
Investment Company Act Rules and do not contain any untrue statement of a
material fact or omit to state any material fact required to be stated therein
or necessary in order to make the statements therein not misleading.

            7. There is no action, suit or proceeding before or by any court,
commission, regulatory body, administrative agency or other governmental agency
or body, foreign or domestic, now pending or, to our knowledge, threatened
against or affecting the Sub-Adviser of a nature required to be disclosed in the
Registration Statement or Prospectus or that might reasonably result in any
material adverse change in the condition, financial or otherwise, business
affairs or business prospects of the Sub-Adviser or the ability of the
Sub-Adviser to fulfill its respective obligations under any Sub-Adviser
Agreement.

            8. The Registration Statement (except the financial statements and
schedules and other financial data included therein as to which we express no
view), at the time it became effective, and the Prospectus (except as
aforesaid), as of the date thereof, appeared on their face to be appropriately
responsive in all material respects to the requirements of the Securities Act,
the Investment Company Act and the rules and regulations of the Commission
thereunder.

            In rendering our opinion, we have relied, as to factual matters,
upon the attached written certificates and statements of officers of the
Sub-Adviser.

            In connection with the registration of the Shares, we have advised
the Sub-Adviser as to the requirements of the Securities Act, the Investment
Company Act and the applicable rules and regulations of the Commission
thereunder and have rendered other legal advice and assistance to the
Sub-Adviser in the course of the preparation of the registration Statement and
the Prospectus. Rendering such assistance involved, among other things,
discussions and inquiries concerning various legal and related subjects and
reviews of certain corporate records, documents and proceedings. We also
participated in conferences with representatives of the Fund and its accountants
and the Sub-Adviser at which the contents of the registration and Prospectus and
related matters were discussed. With your permission, we have not undertaken,
except as otherwise indicated herein, to determine independently, and do not
assume any responsibility for, the accuracy, completeness or fairness of the
statements in the Registration Statement or Prospectus. On the basis of the
information which was developed in the course of the performance of the services
referred to above, no information has come to our attention that would lead us
to believe that the Registration Statement, at the time it became effective,
contained any untrue statement of a material fact or omitted to state a material
fact required to be stated therein or necessary to make the statements therein
not misleading, or that the Prospectus, as of its date and as of the date
hereof, contained or contains an untrue statement of a material fact or omitted
or omits to state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading or that any amendment or supplement to the Prospectus, as of its
respective date, and as of the date hereof, contained any untrue statement of a
material fact or omitted or omits to state a material fact necessary in order to
make the statements in the Prospectus, in the light of the circumstances under
which they were made, not misleading (except the financial statements, schedules
and other financial data included therein, as to which we express no view).




                                  Schedule D-2
<PAGE>
                                   SCHEDULE E

                           FORM OF ACCOUNTANT'S LETTER

, 2005

The Board of Trustees of
Eaton Vance Tax-Managed Global Buy-Write Opportunities Fund
The Eaton Vance Building
255 State Street
Boston, Massachusetts 02109

UBS Securities LLC
299 Park Avenue
New York, New York  10171
as Managing Representative of the Underwriters

Ladies and Gentlemen:

            We have audited the statement of assets and liabilities of Eaton
Vance Tax-Managed Global Buy-Write Opportunities Fund (the "Fund") as of [ ],
2005 included in the Registration Statement on Form N-2 filed by the Fund under
the Securities Act of 1933 (the "Securities Act") (File No. 333-[ ]) and under
the Investment Company Act of 1940 (the "Investment Company Act") (File No.
811-[ ]); such statement and our report with respect to such statement are
included in the Registration Statement.

            In connection with the Registration Statement:

            1. We are independent public accountants with respect to the Fund
within the meaning of the Securities Act and the applicable rules and
regulations thereunder.

            2. In our opinion, the statement of assets and liabilities included
in the Registration Statement and audited by us complies as to form in all
respects with the applicable accounting requirements of the Securities Act, the
Investment Company Act and the respective rules and regulations thereunder.

            3. For purposes of this letter we have read the minutes of all
meetings of the Shareholders, the Board of Trustees and all Committees of the
Board of Trustees of the Fund as set forth in the minute books at the offices of
the Fund, officials of the Fund having advised us that the minutes of all such
meetings through [ ], 2005, were set forth therein.

            4. Fund officials have advised us that no financial statements as of
any date subsequent to [ ], 2005, are available. We have made inquiries of
certain officials of the Fund who have responsibility for financial and
accounting matters regarding whether there was any change at [ ], 2005, in the
capital shares or net assets of the Fund as compared with amounts shown in the [
], 2005, statement of assets and liabilities included in the Registration
Statement, except for changes that the Registration Statement discloses have
occurred or may occur. On the basis of our inquiries and our reading of the
minutes as described in Paragraph 3, nothing came to our attention that caused
us to believe that there were any such changes.


                                  Schedule E-1
<PAGE>
            The foregoing procedures do not constitute an audit made in
accordance with generally accepted auditing standards. Accordingly, we make no
representations as to the sufficiency of the foregoing procedures for your
purposes.

            This letter is solely for the information of the addressees and to
assist the underwriters in conducting and documenting their investigation of the
affairs of the Fund in connection with the offering of the securities covered by
the Registration Statement, and is not to be used, circulated, quoted or
otherwise referred to within or without the underwriting group for any other
purpose, including but not limited to the registration, purchase or sale of
securities, nor is it to be filed with or referred to in whole or in part in the
Registration Statement or any other document, except that reference may be made
to it in the underwriting agreement or in any list of closing documents
pertaining to the offering of the securities covered by the Registration
Statement.

                                Very truly yours,




                                  Schedule E-2
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(H)(2)
<SEQUENCE>8
<FILENAME>b56372a1exv99wxhyx2y.txt
<DESCRIPTION>FORM OF MASTER AGREEMENT AMONG UNDERWRITERS
<TEXT>
<PAGE>
                                                                  Exhibit (h)(2)

                       Master Agreement Among Underwriters

UBS Securities LLC
299 Park Avenue
New York, New York 10171-0026

Ladies and Gentlemen:

We hereby agree that this Master Agreement Among Underwriters (this "Agreement")
will apply to our participation in offerings of securities where you act as
Manager or one of the Managers of the underwriting syndicate (including
offerings subject to competitive bidding where you act as Representative of a
group of bidders or purchasers). The issuer of the securities is referred to as
the "Company", the seller of any such securities other than the Company is
referred to as the "Seller" and such securities are referred to as the
"Securities".

1.    Applicability

This Agreement as amended or supplemented by the Terms Communication (as defined
below) will apply to any offering of Securities, pursuant to a registration
statement filed under the Securities Act of 1933, as amended, and the rules and
regulations thereunder (collectively, the "Securities Act"), or exempt from such
registration, where you have informed us that this Agreement applies. Any such
offering in which we participate as an Underwriter is referred to as an
"Offering".

You may, from time to time, invite us to participate in an Offering by sending a
wire, telex, facsimile or other means of invitation relating to that Offering
(an "Invitation"). As to any such Offering, you will promptly advise us of the
following as applicable: the amount of Securities to be underwritten by us, the
expected offering and closing dates, the offering price and the purchase price,
the interest or dividend rate (or the method by which such rate is to be
determined), the conversion price, the underwriting discount, the management
fee, the concession and the reallowance. If the offering price is to be
determined by a formula based upon the market price of certain securities
("Formula Pricing"), you will so indicate and specify the maximum underwriting
discount, management fee and concession. You will also advise us if the Offering
includes Delayed Delivery Contracts or if the Underwriting Agreement (as defined
below) grants the Underwriters an option to purchase additional Securities (the
"Option Securities"). The foregoing information may be conveyed in the
Invitation or in a Terms Wire substantially in the forms of Exhibits A and B
hereto, respectively (collectively, the "Terms Communication"). The Terms
Communication may also supplement or amend the terms of this Agreement
applicable to an Offering.
<PAGE>
Receipt of our acceptance substantially in the form set forth in Exhibit A
without receipt of our written revocation before the time specified in the Terms
Communication constitutes our "Final Acceptance". By our Final Acceptance, we
agree that this Agreement will be incorporated by reference in such Terms
Communication as though set forth in its entirety and will govern our
participation in such Offering.

2.    Underwriting Agreement and Master Underwriters' Questionnaire

For each Offering, the Company, any Seller and/or any guarantor of such
Securities will enter into an underwriting or purchase agreement or similar
agreement (the "Underwriting Agreement"), which will be sent to us, available
for review in your office or in publicly available form with the Securities and
Exchange Commission (the "Commission"). By our Final Acceptance, we authorize
you to purchase on our behalf the amount of the Securities set forth in the
Terms Communication (our "Initial Commitment") plus our share of any Option
Securities less any amount of our Securities to be sold pursuant to Delayed
Delivery Contracts under Section 7 below. The Securities we are obligated to
purchase after any such adjustment are referred to as "Our Securities." If the
Securities are debt obligations maturing serially, our allocation of the
maturities will be proportionate to our underwriting obligation.

Our Final Acceptance will also constitute (i) our representation that our
commitment with respect to the Offering will not violate any applicable capital
requirements of the Securities Exchange Act of 1934, as amended, and the rules
and regulations thereunder (collectively, the "Exchange Act"), the National
Association of Securities Dealers, Inc. ("NASD") or any securities exchange and
(ii) our confirmation that the information given or deemed given in response to
the Master Underwriters' Questionnaire attached as Exhibit C is correct. We will
notify you immediately whenever such information becomes inaccurate or
incomplete during an Offering.

3.    Offering Documents

Registered Offerings. For an Offering of Securities registered under the
Securities Act ("Registered Offering"), you will provide the file number(s) of
the Registration Statement (as defined below) filed with the Commission or, to
the extent made available by the Company, send us or make available for our
review in your office a copy of such Registration Statement except for any
exhibits and documents incorporated therein by reference. As soon as practicable
after sufficient quantities of the final prospectus (excluding documents
incorporated by reference therein) are made available to you by the Company to
be used in connection with the Offering of the Securities, you will furnish to
us sufficient copies thereof or arrange to have such copies furnished to us. We
understand that we are not authorized to give any information or make any
representation not contained in the Prospectus (including documents incorporated
by reference therein), as amended or supplemented, in connection with the
Offering.

Our Final Acceptance will constitute (i) our acknowledgment that we are familiar
with such Registration Statement, as amended to the date of the Offering,
including any exhibits or


                                       2
<PAGE>
documents incorporated therein by reference (the "Registration Statement"), and
with any preliminary prospectus, final prospectus, or prospectus supplement
filed with the Commission (collectively, the "Prospectus") and the forms of
Underwriting Agreement and indenture or other document describing the terms of
the Securities filed as exhibits thereto or otherwise made available to us, (ii)
our representation that the information relating to us in such Registration
Statement and Prospectus is correct and not misleading, (iii) our consent to be
named as an Underwriter therein, and (iv) our representation that we will
furnish a Prospectus to each person to whom we sell Securities or to whom we
furnished a previous Prospectus as required by applicable regulation or as
requested by you. We will maintain accurate records of our distribution of the
Registration Statement and the Prospectus.

Where specified in the Terms Communication, we will not without your consent
sell any of the Securities to an account over which we have investment
discretion.

Offerings Pursuant to Offering Circular. For other than a Registered Offering,
you will provide or make available to us for our review in your office, to the
extent made available by the Company, copies of any preliminary and final
offering circulars or other offering materials and any amendments thereto (the
"Offering Circular"). As soon as practicable after sufficient quantities of the
final offering circular (excluding documents incorporated by reference therein)
are made available to you by the Company to be used in connection with the
Offering of the Securities, you will furnish to us sufficient copies thereof or
arrange to have such copies furnished to us. We understand that we are not
authorized to give any information or make any representation not contained in
the Offering Circular (including documents incorporated by reference therein),
as amended or supplemented, in connection with the Offering.

Our Final Acceptance will also constitute (i) our acknowledgment that we are
familiar with the Offering Circular, and the forms of Underwriting Agreement and
indenture or other document describing the terms of the Securities made
available to us (ii) our representation that the information relating to us in
the Offering Circular is correct and not misleading, (iii) our consent to being
named as an Underwriter therein, and (iv) our representation that we will
furnish an Offering Circular to each person to whom we sell Securities or to
whom we furnish a previous Offering Circular as required by any regulation or as
requested by you. We will maintain accurate records of our distribution of the
Offering Circular.

4.    Manager's Authority

We authorize you, acting as Manager, to (i) negotiate, execute and deliver the
Underwriting Agreement, (ii) exercise all authority and discretion granted by
the Underwriting Agreement and take all action you deem desirable in connection
with this Agreement and the Underwriting Agreement including, but not limited
to, waiving performance or satisfaction by the Company, any selling security
holder or any other party to the Underwriting Agreement of its or their
obligations or conditions included in the Underwriting Agreement or the Terms
Communication (including this Agreement), if in your judgment such waiver will
not have a material adverse effect upon the interests of the Underwriters and
exercising any right of cancellation or


                                       3
<PAGE>
termination, (iii) modify, vary or waive any provision in the Underwriting
Agreement except the amount of Our Securities or the purchase price (except you
may determine the price by Formula Pricing where applicable), (iv) determine the
timing and the terms of the Offering (including varying the offering terms and
the concessions and discounts to dealers), (v) exercise any option relating to
the purchase of Option Securities, and (vi) take all action you deem desirable
in connection with the Offering and the purchase, carrying, sale and
distribution of the Securities. If there are other Managers with respect to an
Offering, you may take any action hereunder alone on behalf of the Managers, and
our representations, agreements and authorizations given herein shall also be
for the benefit of such other Manager to whom you may grant any of your
authority to act hereunder.

You may arrange for the purchase by others, who may include your or other
Underwriters, of any Securities not taken up by an Underwriter in respect of its
obligations hereunder who defaults under this Agreement and/or the Underwriting
Agreement. We will assume our proportionate share of all defaulted obligations
not assumed by others and any Securities so assumed shall be included in Our
Securities. However, nothing in this paragraph will affect our liability or
obligations in the event of a default by us or any other Underwriter(s).

You may advertise the Offering as you determine and determine all matters
relating to communications with dealers or others. We will not advertise the
Offering without your consent, and we assume all expense and risk with respect
to any advertising by us.

Notwithstanding any information you furnish as to jurisdictions where you
believe the Securities may be sold, you have no obligation for qualification of
the Securities for sale under the laws of any jurisdiction. You may file a New
York Further State Notice. You have no liability to us except for your own lack
of good faith in meeting obligations expressly assumed by you hereunder.

5.    Management Fee

We will pay and authorize you to charge our account with our share of the
Management Fee set forth in the Terms Communication and calculated without
deduction in respect of any Delayed Delivery Securities. Such compensation may
be divided among the Managers as you decide.

6.    Offering

We will comply with any applicable requirement of the Securities Act, the
Exchange Act and any other applicable Federal or state statute and the rules and
regulations thereunder. We will make no sales of Securities until you release us
to do so. Any Securities released to us for public offering will be promptly
offered in conformity with the Prospectus or Offering Circular and we will not
allow any discount except as permitted by this Agreement. If we offer Securities
outside the United States, its territories or possessions, we will take all
action necessary to comply with all applicable laws at our own expense and risk.
You may reserve for sale, sell and deliver for our account any of Our Securities
(i) to customers, (ii) to dealers (including Underwriters) who


                                       4
<PAGE>
are members of the NASD and agree to comply with the terms of Section 16 below
and (iii) to foreign dealers or other institutions (including Underwriters) not
eligible for NASD membership who agree to comply with the terms of Section 16
below. Sales of Securities to customers for the account of Underwriters will be
as nearly as practicable in proportion to their respective Initial Commitments,
and sales of Securities to dealers for the account of Underwriters will be as
nearly as practicable in proportion to each Underwriter's pro rata share of
Securities reserved for such sales. You will advise us of the amount of Our
Securities which we will retain for direct sale. Any Securities reserved by you
for sale for our account but not sold may be released by you to us for direct
sale, in which event the amount of Securities so reserved shall be
correspondingly reduced. We will obtain an agreement containing the
representations in Section 16 below from dealers to whom we sell Securities.

In connection with any Offering of Securities that are registered under the Act
and issued by a company that was not, immediately prior to the filing of the
Registration Statement, subject to the requirements of Section 13(a) or 15(d) of
the Exchange Act, we agree that unless otherwise advised by you and disclosed in
the Prospectus we will not make sales to any account over which we exercise
discretionary authority with respect to that sale (discretionary accounts). We
will advise you on request of the unsold amount of Our Securities. You may at
any time (i) reserve such Securities for sale by you for our account, (ii)
purchase any such Securities to make deliveries for the Underwriters (at the
public offering price or at such price less all or part of the concession) or
(iii) reserve such Securities for sale by the Company pursuant to Delayed
Delivery Contracts. If the total of the unsold Securities does not exceed 15% of
all Securities, you may sell the unsold Securities for the Underwriters as you
determine.

If prior to the termination of this Agreement with respect to the offering of
the Securities, you shall purchase or contract to purchase any of Our Securities
sold or loaned directly by us, in your discretion you may (i) sell for our
account the Securities so purchased and debit or credit our account for the loss
or profit resulting from such sale, (ii) charge our account with an amount not
in excess of the concession to dealers with respect thereto and credit such
amount against the cost thereof or (iii) require us to purchase such Securities
at a price equal to the total cost of such purchase, including commissions,
accrued interest, amortization of original issue discount or dividends and
transfer taxes on redelivery.

7.    Arrangements for Delayed Delivery

Arrangements for Delayed Delivery Securities will be made only through you
directly, or through dealers (which may be Underwriters) to whom you may pay a
commission. Our Initial Commitment will be reduced by the Delayed Delivery
Securities attributed to us. Delayed Delivery Securities will be attributed in
the same manner and proportions as provided in Section 6 above.

The fee payable to us will be credited to our account based on the amount by
which our Initial Commitment is reduced in accordance with the above paragraph,
less the commission paid on Delayed Delivery Securities that are sold through
dealers and attributed to us. We will be treated


                                       5
<PAGE>
as only a dealer and receive only the concession with respect to the Securities,
if any, by which the aggregate of the Delayed Delivery Securities attributable
to us exceeds our Initial Commitment.

8.    Stabilization and Over-Allotment

During an Offering, and longer if necessary to cover any short position, you may
buy and sell for either long or short account in the open market or otherwise
(i) the Securities, (ii) if the Securities are common stock or a security
convertible into or exchangeable or exercisable for common stock (including any
option on common stock), the common stock of the Company and any security
convertible into or exchangeable or exercisable for common stock including any
option on such common stock (referred to as "Equivalent Securities"), and (iii)
any other securities that you may designate in the Terms Communication. In
arranging for sales of Securities, you may also over-allot and cover such
over-allotment on such terms as you deem advisable. At no time (except for
over-allotments which may be covered by an over-allotment option and except as a
result of a default by an Underwriter) shall our net commitment pursuant to this
Section exceed 20% of our Initial Commitment. All transactions pursuant to this
Section shall be made for the respective accounts of the Underwriters as nearly
as practicable in proportion to their Initial Commitments. Any securities
purchased by you for stabilizing purposes prior to our Final Acceptance will
also be subject to this Section. On demand, we will (x) pay for any Securities
purchased, deliver any Securities sold or over-allotted, or pay any losses or
expenses incurred for our account pursuant to this Section and (y) advise you of
the Securities retained by us and unsold and will sell to you for the account of
one or more of the Underwriters such of our unsold Securities at such price, not
less than the net price to selected dealers nor more than the public offering
price, as you determine.

You will notify us promptly of any transaction which in your judgment may be a
"stabilizing purchase" within the meaning of the applicable rules of the
Commission and will also notify us of the date and time when any such
stabilizing was terminated. If stabilization is effected we will provide you not
later than the fifth full business day following the termination of
stabilization, with such information and reports as are required in relation to
such stabilization pursuant to the rules and regulations of the Commission under
the Exchange Act.

9.    Open Market Transactions

Until notified by you to the contrary, we will not buy, sell, deal or trade in
Securities, any Equivalent Securities, or any other securities designated in the
Terms Communication. However, such restrictions will not apply to unsolicited
brokerage orders received in the ordinary course of business. We may, with your
prior consent, make purchases of the Securities from and sales to other
Underwriters at the public offering price, less all or any part of the
concession to dealers. We will also comply with the provisions of Regulation M
under the Exchange Act if applicable to us.

10.   Payment, Delivery and Settlement


                                       6
<PAGE>
In payment for the Securities we are obligated to purchase, we will deliver a
federal funds wire transfer to your order in accordance with your instructions
as to time and place of delivery and amount of funds. As our agent you may pay
the Company and any Seller the amount due against delivery of the Securities.
Unless we promptly provide contrary instructions, transactions may be settled
through The Depository Trust Company if we or our correspondent is a member. If
you do not receive our payment as instructed, you may make payment for our
account without relieving us of our obligations under this Agreement and, we
will repay promptly on demand the amount advanced plus interest at current
rates.

You may deliver to us from time to time against payment, for carrying purposes
only, the unsold amount of Our Securities except that if the aggregate amount of
reserved but unsold Securities upon termination in accordance with the second
paragraph of Section 13 below does not exceed 10% of the total amount of
Securities, you may in your discretion sell such Securities for the accounts of
the Underwriters, at such prices and in such manner as you determine. On demand,
we will redeliver against payment any Securities so delivered.

As soon as practicable after any Offering, the net credit or debit balance in
our account shall be paid to or collected from us; provided, however, that you
may reserve any amount for possible additional expenses chargeable to the
Underwriters. No statement by you regarding a balance in our account or the
establishment of any reserve shall constitute a representation as to the
existence or nonexistence of amounts chargeable to us. Notwithstanding any
distribution to us, we will remain liable for and pay on demand (i) any transfer
taxes paid after settlement of our account, and (ii) our proportionate share
based on our Initial Commitment of all expenses and liability incurred for the
Underwriters, including any liability based on the claim that the Underwriters
constitute an association, unincorporated business, partnership or any separate
entity. You may at any time make partial distribution of credit balances or
require partial payment of debit balances.


                                       7
<PAGE>
11.   Authority to Borrow

In carrying out this Agreement, you may arrange loans from yourself or others
for our account. In connection with any such loan, you may hold or pledge the
Securities or any other securities and execute and deliver any notes, agreements
or other instruments you deem appropriate. Any lender is authorized to accept
your instructions as Manager in all matters relating to such loans. Any
Securities or such other securities held by you for our account may be delivered
to us for carrying purposes, and if so delivered will be redelivered to you upon
demand.

12.   Expenses

All expenses incurred by you in connection with an Offering and with this
Agreement are to be charged to the Underwriters' accounts in proportion to their
respective Initial Commitments except that any transfer taxes on sales made by
you to dealers are to be charged to the Underwriter for whose account such sales
were made. Any of our funds may be held with your general funds without
interest. Your determination, apportionment and distribution of profits, losses
and expenses will be final and conclusive.

13.   Termination

This Agreement may be terminated by either party on five business days' prior
written notice except that our notice is not effective as to any Offering where
such notice is received by you after our Final Acceptance. Further, the third
paragraph of Section 10 and Sections 12, 14, 15, and 17 and your representations
hereunder will in all circumstances survive as to all Offerings.

Except as otherwise provided in the foregoing paragraph, with respect to any
Offering this Agreement will terminate at the close of business on the thirtieth
day after the Securities are released for public sale, unless you either
terminate this Agreement earlier or extend it for up to thirty additional days.

This Agreement will continue in full force and effect regardless of (i) any
termination of any Underwriting Agreement, (ii) any investigation relating to
any Securities or any Offering and (iii) the delivery of and payment for any
Securities. No termination pursuant to this Section will affect your authority
or our obligations under Sections 8 and 10. No termination will relieve any
defaulting Underwriter.


                                       8
<PAGE>
14.   Underwriters' Status

Nothing herein is to constitute any of the Underwriters a partnership,
association, unincorporated business or other separate entity or is to render
you or us liable (except as provided herein or in the Underwriting Agreement)
for any obligation of any other Underwriters; and the obligations and
liabilities of each of the Underwriters are several and not joint. In no event
will the Underwriters elect to be treated as a partnership for Federal income
tax purposes, and will not take any position inconsistent with this sentence. If
for Federal income tax purposes the Underwriters should be deemed to constitute
a partnership, then each Underwriter elects to be excluded from the application
of Subchapter K, Chapter 1, Subtitle A of the Internal Revenue Code and
authorizes UBS Securities LLC, in its discretion, on behalf of such Underwriter,
to execute such evidence of such election as may be required by the Internal
Revenue Services.

15.   Default by Underwriters

Default by one or more Underwriters hereunder or under the Underwriting
Agreement will not release the other Underwriters from their respective
obligations or affect the liability of any defaulting Underwriters to the other
Underwriters for damages resulting from such default.

16.   Indemnity and Contribution

We will indemnify, hold harmless and reimburse you and each other Underwriter
(and your respective controlling persons within the meaning of the Securities
Act or the Exchange Act) and the successors and assigns of all of the foregoing
persons to the extent and on the terms that each Underwriter agrees to indemnify
any person in the Underwriting Agreement.

If any inquiry or investigation is initiated or if any claim is asserted against
you as Manager or otherwise involves the Underwriters generally, or relates to
any Prospectus, Registration Statement, Offering Circular, the offering of the
Securities, or any transaction contemplated by this Agreement or any
Underwriting Agreement, you may make such investigation, retain such counsel and
take any other action you deem desirable, including settlement of any claim if
recommended by counsel retained by you. Upon your request, we will pay our
proportionate share of all expenses incurred by you or with your consent
(including, but not limited to, fees and disbursements of counsel) in
investigating and defending against such inquiry, investigation, claim or
otherwise, and, as contributions, our proportionate share of any related
liability incurred whether such liability results from a judgment, settlement or
otherwise. A claim against or liability incurred by a person who controls an
Underwriter within the meaning of the Securities Act or Exchange Act shall be
deemed incurred by such Underwriter. You may consent to being named as the
representative of a defendant class of Underwriters. If any Underwriter or
Underwriters default in their obligation to make any payments under Section 15,
each nondefaulting Underwriter shall be obligated to pay its proportionate share
of all defaulted payments, based upon such Underwriter's underwriting obligation
as related to the underwriting obligations of all nondefaulting Underwriters,
without relieving the defaulting Underwriter or Underwriters of liability
therefor. No person guilty of fraudulent misrepresentation (within the


                                       9
<PAGE>
meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation.

17.   NASD

We understand that you are a member in good standing of the NASD. We represent
that (i) we are a member in good standing of the NASD and will comply with all
applicable rules of the NASD, including the NASD's Interpretation with respect
to Free Riding and Withholding and Rule 2740 of the Conduct Rules, or (ii) we
are a foreign bank, broker, dealer or other institutions not eligible for such
membership and will not make sales within the United States, its territories or
possessions or to persons who are citizens or residents thereof except through
you (except that we may participate in group sales pursuant to Section 6 above)
and that in making sales outside the United States, we will comply with the
requirements of the NASD's Interpretation with respect to Free Riding and
Withholding and comply as though a member with Rules 2420, 2730, 2740 and 2750
of the Conduct Rules of the NASD.

18.   Miscellaneous

This Agreement and any claim, counterclaim or dispute of any kind or nature
whatsoever arising out of or in any way relating to this Agreement ("Claim"),
directly or indirectly, shall be governed by, and construed in accordance with,
the laws of the State of New York without regard to the conflicts of law
provisions thereof. Except as set forth below, no Claim may be commenced,
prosecuted or continued in any court other than the courts of the State of New
York located in the City and County of New York or in the United States District
Court for the Southern District of New York, which courts shall have
jurisdiction over the adjudication of such matters, and we and you consent to
the jurisdiction of such courts and personal service with respect thereto. We
and you waive all right to trial by jury in any action, proceeding or
counterclaim (whether based upon contract, tort or otherwise) in any way arising
out of or relating to this Agreement. We agree that a final judgment in any such
action, proceeding or counterclaim brought in any such court shall be conclusive
and binding upon us and may be enforced in any other courts to the jurisdiction
of which we are, or may be subject, by suit upon such judgment. The Section
headings in this Agreement have been inserted as a matter of convenience of
reference and are not a part of this Agreement. This Agreement may be
supplemented or amended by you by written notice to us and, except for
supplements or amendments set forth in a Terms Communication, any such
supplement or amendment to this Agreement shall be effective with respect to any
Offering to which this Agreement applies after the date of such supplement or
amendment. Each reference to "Agreement" herein shall, as appropriate, be to
this Agreement as so amended and supplemented. This Agreement may be signed by
the parties in one or more counterparts which together shall constitute one and
the same agreement among the parties.

19.   Notices


                                       10
<PAGE>
Any notice hereunder is duly given if sent from you by registered mail, telegram
or telex, to us as set forth below or if sent to you at UBS Securities LLC, 299
Park Avenue, New York, New York 10171-0026, Attention: Corporate Syndicate
Department.

Very truly yours,

__________________________________
(Name of Firm)

__________________________________
(Address of Firm)

__________________________________
(Name and Title of Signatory)

By:____________________________

(Signature)

Facsimile No.:____________


                                       11
<PAGE>
Confirmed as of the date first above written.

UBS Securities LLC

By: ______________________________

Executive Director

UBS Securities LLC

By: ______________________________

Managing Director


                                       12
<PAGE>
FORM OF INVITATION TO BE USED WITH MASTER AGREEMENT AMONG UNDERWRITERS

(The following form of Invitation, adapted as appropriate for debt securities,
convertible securities, stock or units, is designed for use in all offerings to
which UBS Securities LLC Master Agreement Among Underwriters (the "Master AAU")
will apply. In certain cases, all or a part of the following form will be
combined with the form of Terms Wire.)

(Date)

(Name and address of prospective Underwriter)

Attention:        Corporate Syndicate Department

                  Invitation Wire

(Name of Issuer)

(Title of Securities) (principal amount or number shares)

(Name of Guarantor, if any)

Registration form or application filed with (name of regulatory authority)

Seller(s): (Insert if other than or in addition to Company)

The anticipated terms are as follows:

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

<TABLE>
<S>                                                   <C>
Call Protection:                                      (insert if applicable)
Sinking Fund:                                         (insert if applicable)  Starts in        and
                                                      retires $     per annum through
Optional Redemption Schedule:                         Redeemable at     %, beginning      declining
                                                      (straight-line) to 100%, beginning
Over-allotment Option:                                (insert amount, if applicable)
Ratings:                                              (expected-confirmed)
Listing:                                              (insert if applicable) Application has been
                                                      made to list (insert name(s) of exchange(s))
Delayed Delivery:                                     (insert if applicable)
Name of Trustee:                                      (insert if applicable)
Name of Parent of Trustee:                            (insert if applicable)
Name of Parent of Company:                            (insert if applicable)
Equivalent Securities and other securities subject
to stabilization pursuant to Section 8 of Master
AAU and restricted pursuant to Section 9 of Master
AAU:
                                                      (insert if applicable)

Other terms of the Offering or the Securities:        (insert if applicable)
</TABLE>


                                       13
<PAGE>
[The issuer is not subject to the requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934. We call your attention to the final paragraph
of Section 3(a) of our Master Agreement Among Underwriters and advise you that,
without our consent, Securities should not be sold to an account over which you
have investment discretion.] (insert if applicable)

You are hereby invited to participate as one of the several Underwriters in the
above-referenced Offering for (amount). Your participation as an Underwriter
shall be subject to the provisions of the Master Agreement Among Underwriters
between you and UBS Securities LLC, as amended.

If you wish to accept this Invitation and thereby agree to its terms, the
Corporate Syndicate Department of UBS Securities LLC : must receive a telegram,
telex or Graphic Scanning communication from you not later than _____________
M., New York City time, on ____________, ___, in substantially the following
form:

"We accept the Invitation dated _____________, ____, to participate as an
Underwriter in the Offering of Securities of (insert name of issuer). We confirm
that we agree to be bound by the Master Agreement Among Underwriters as it
relates to this Offering and that there are no exceptions to your Master
Underwriters' Questionnaire (or state exceptions)."

(Signature of firm)

UBS Securities LLC

[Name of Co-Manager(s), if any]


FORM OF TERMS WIRE TO BE USED WITH UBS SECURITIES LLC MASTER AGREEMENT AMONG
UNDERWRITERS

(The following form, adapted as appropriate for debt securities, convertible
securities, stock or units, will be used in connection with offerings to which
the UBS Securities LLC Master Agreement Among Underwriters will apply. In
certain cases all or part of the following form will be combined with the form
of Invitation.)


                                       14
<PAGE>
(Date)

(Name and address of prospective Underwriter)

Attention:        Corporate Syndicate Department
                  Terms Wire

(Name of Issuer)

(Title of Securities) (principal amount or number of shares)

(Name of Guarantor, if any)

Your underwriting commitment shall be ____________________

<TABLE>
<S>                                                       <C>
Coupon [dividend rate]                                    (insert if applicable)
Initial offering price[s] (1)                             (or specify formula pricing is being used)
Yield to Maturity:
Conversion price and other terms:                         (insert if applicable)
Expected Offering Date:
Expected Closing Date:
Delivery of Securities:
Type of Funds:
Gross spread:                                             (unless formula pricing is being used)
Management fee:                                           (or maximum amount thereof)
Underwriting:                                             (unless formula pricing is being used)
Selling concession:                                       (unless formula pricing is being used)
Reallowance:                                              (unless formula pricing is being used)
Other terms of the Offering or the Securities:            (insert if applicable)
</TABLE>

NOTE: Plus accrued interest/dividends from (insert date for fixed income
      securities).

Unless a telex from you revoking your previous Acceptance of our Invitation with
respect to this offering is received by the UBS Securities LLC Corporate
Syndicate Department, prior to New York City time on ___________, your
Acceptance will become final and our Master Agreement Among Underwriters will
become effective as to you with respect to this Offering.

UBS Securities LLC

[Name of Co-Manager(s), if any]

By: UBS Securities LLC


                                       15
<PAGE>
UBS Securities LLC

MASTER UNDERWRITERS' QUESTIONNAIRE

Unless otherwise defined herein, capitalized terms used herein shall have the
meaning assigned thereto in the Master Agreement Among Underwriters between UBS
Securities LLC and us (such agreement as amended or supplemented from time to
time being hereinafter referred to as the "Agreement"). Reference will be made
to this Master Underwriters' Questionnaire in the Terms Communication described
in Section 1 of the Agreement received by us in connection with the offerings
of securities in which UBS Securities LLC is acting as manager of the several
underwriters. Our acceptance of any Terms Communication should respond to this
Master Underwriters' Questionnaire, and state that there are "no exceptions" or,
if there are exceptions, provide details thereof. We authorize you to furnish
such information and make such representations to appropriate authorities based
on the information provided by us pursuant to this Questionnaire.

In connection with the Offering, we advise you and the Company that, except as
indicated in our acceptance of the Terms Communication:

neither we nor any of our directors, officers or partners has, nor have we or
they had within the last three years, a "material" relationship (as the term
"material" is defined in Regulation C promulgated under the Securities Act) with
the Company, its parent, if any, any Seller or Guarantor;

neither we nor any of our officers, directors or partners, separately or as a
"group" (as that term is used in Section 13(d)(3) of the Exchange Act), owns of
record or beneficially (determined in accordance with Rule 13d-3 under the
Exchange Act) more than 5% of any class of voting securities of the Company, its
parent or any Seller or Guarantor or is affiliated (as that term is defined in
the Rules and Regulations under the Exchange Act) with any person who owns of
record or beneficially more than 5% of any such class of securities or has
knowledge that more than 5% of any such class is or is to be held subject to any
voting trust or similar arrangement;

other than as may be stated in the Agreement, the Terms Communication or the
Underwriting Agreement relating to the proposed offering or the UBS Securities
LLC Master Dealer Agreement, we do not know of, or have any reason to believe
that there are, any arrangements (i) for any discounts or commissions to be
allowed or paid to underwriters or any other items that would be deemed by the
NASD to constitute underwriting compensation for purposes of Rule 2710 of the
NASD's Conduct Rules; (ii) for any discounts or commissions to be allowed or
paid to dealers or any cash, securities, contracts or other consideration to
be received by any dealer in connection with the sale of the Securities; (iii)
for limiting or restricting the sale of any securities of the Company or the
Guarantor for the period of distribution; (iv) for stabilizing the market for
any securities of the Company or the Guarantor; or (v) for withholding
commissions or otherwise holding each underwriter or dealer responsible for
the distribution of his participation;


                                       16
<PAGE>
neither we nor any of our directors, officers, partners or "persons associated
with" us (as defined in the By-laws of the NASD) within the last 12 months have
purchased (or intends within six months after the commencement of the offering
of the Securities to purchase) in private transactions any securities of the
Company or the Guarantor or any parent or subsidiary thereof or have had any
dealings with the Company or the Guarantor or any parent or controlling
stockholder thereof (other than relating to the proposed Underwriting
Agreement), as to which documents or information are required to be filed with
the NASD pursuant to its Conduct Rules;

no report or memorandum has been prepared by or for us for external use in
connection with the Offering, and if the Registration Statement is on Form S-1,
no engineering, management or similar report or memorandum relating to broad
aspects of the business, operations or products of the Company, the Guarantor or
any parent thereof has been prepared for or by you within the past twelve months
(except for reports solely comprised of recommendations to buy, sell or hold the
securities of the Company, the Guarantor or any parent thereof, unless such
recommendations have changed within the last six months).

If the Securities are to be issued under an Indenture qualified under the Trust
Indenture Act of 1939:

we (if a corporation) do not have outstanding nor have we assumed or guaranteed
any securities issued otherwise than in our present corporate name and neither
the Trustee nor its parent is a holder of any of our securities;

neither we nor any of our directors, officers or partners is an "affiliate," as
defined in Rule 0-2 under the Trust Indenture Act of 1939, of the Trustee or its
parent, and neither the Trustee nor its parent, nor any of their directors or
executive officers is a director, officer, partner, employee, appointee or
representative of us as those terms are defined in said Act or in the relevant
instructions to the Trustee's Statement of Eligibility and Qualification on Form
T-1; and

      In the event of an exception to the type of materials referred to, three
      complies of each item of such material, together with a statement
      describing the actual or proposed use, the distribution thereof, and
      identifying the classes of recipients, the number of copies of such
      materials distributed to each such class and the period of distribution
      must be sent to UBS Securities LLC, 299 Park Avenue, New York, New York
      10171-0026, Attention: Corporate Syndicate Department.

neither we nor any of our directors, executive officers, partners or parents,
separately or as a group, owns beneficially 1% or more of any class of voting
securities of the Trustee or its parent; and

if the issuer is a public utility, we are not a "holding company" or a
"subsidiary company" or an "affiliate" of a "holding company" or of a "public
utility company," each as defined in the Public Utility Holding Company Act of
1935.


                                       17

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(H)(3)
<SEQUENCE>9
<FILENAME>b56372a1exv99wxhyx3y.txt
<DESCRIPTION>FORM OF MASTER SELECTED DEALERS AGREEMENT
<TEXT>
<PAGE>
                                                                  Exhibit (h)(3)

                        MASTER SELECTED DEALERS AGREEMENT

                                             , 2004

UBS Securities LLC
299 Park Avenue
New York, New York  10171

Gentlemen:

      1. General. We understand that UBS Securities LLC ("UBS Securities") is
entering into this Agreement with us and other firms who may be offered the
right to purchase as principal a portion of securities being distributed to the
public. The terms and conditions of this Agreement shall be applicable to any
public offering of securities ("Securities") wherein UBS Securities (acting for
its own account or for the account of any underwriting or similar group or
syndicate) is responsible for managing or other wise implementing the sale of
the Securities to selected dealers ("Selected Dealers") and has expressly
informed us that such terms and conditions shall be applicable. Any such
offering of Securities to us as a Selected Dealer is hereinafter called an
"Offering." In the case of any Offering in which you are acting for the account
of any underwriting or similar group or syndicate ("Underwriters"), the terms
and conditions of this Agreement shall be for the benefit of, and binding upon
such Underwriters, including, in the case of any Offering in which you are
acting with others as representatives of Underwriters, such other
representatives. The term "preliminary prospectus" means, in the case of an
Offering registered under the Securities Act of 1933 (the "Securities Act"),
any preliminary prospectus relating to an Offering of Securities or any
preliminary prospectus supplement together with a prospectus relating to an
Offering of Securities and, in the case of an Offering not registered under the
Securities Act, any preliminary offering circular relating to an Offering of
Securities or any preliminary offering circular supplement together with an
offering circular relating to an Offering of Securities; the term "Prospectus"
means, in the case of an Offering registered under the Securities Act of 1933
(the "Securities Act"), the prospectus, together with the final prospectus
supplement, if any, relating to such Offering of Securities, filed pursuant to
Rule 424(b) or Rule 424(c) under the Securities Act and, in the case of an
Offering not registered under the Securities Act, the final offering circular,
including any supplements, relating to such Offering of Securities.


<PAGE>





      2. Conditions of Offering; Acceptance and Purchase. Any Offering will be
subject to delivery of the Securities and their acceptance by you and any other
Underwriters, may be subject to the approval of all legal matters by counsel and
the satisfaction of other conditions, and may be made on the basis of
reservation of Securities or an allotment against subscription. You will advise
us by telegram, telex or other form of writ ten communication ("Written
Communication") of the particular method and supplementary terms and conditions
(including, without limitation, the information as to prices and offering date
referred to in Section 3(b)) of any Offering in which we are invited to
participate. To the extent such supplementary terms and conditions are
inconsistent with any provision herein, such terms and conditions shall
supersede any such provision. Unless otherwise indicated in any such Written
Communication, acceptances and other communications by us with respect to any
Offering should be sent to UBS Securities LLC, 299 Park Avenue, New York, New
York 10171. You reserve the right to reject any acceptance in whole or in part.
Payment for Securities purchased by us is to be made at such office as you may
designate, at the public offering price, or, if you shall so advise us, at such
price less the concession to dealers or at the price set forth or indicated in a
Written Communication, on such date as you shall determine, on one day's prior
notice to us, by certified or official bank check in New York Clearing House
funds payable to the order of PaineWebber Incorporated, against delivery of
certificates evidencing such Securities. If payment is made for Securities
purchased by us at the public offering price, the concession to which we shall
be entitled will be paid to us upon termination of the provisions of Section
3(b) with respect to such Securities.

      Unless we promptly give you written instructions otherwise, if
transactions in the Securities may be settled through the facilities of The
Depository Trust Company, payment for and delivery of Securities purchased by us
will be made through such facilities if we are a member, or if we are not a
member, settlement may be made through our ordinary correspondent who is a
member.

      3. Representations, Warranties and Agreements. (a) Prospectuses. You shall
provide us with such number of copies of each preliminary prospectus, the
Prospectus and any supplement thereto relating to each Offering as we may
reasonably request. If the Securities will be registered under the Securities
Act, we represent that we are familiar with Rule 15c2-8 under the Exchange Act
relating to the distribution of preliminary and final prospectuses and agree
that we will comply therewith; we agree to keep an accurate record of our
distribution (including dates, number of copies and persons to whom sent) of
copies of the Prospectus or any preliminary prospectus (or any amendment or
supplement to any thereof), and

<PAGE>

promptly upon request by you, to bring all subsequent changes to the attention
of anyone to whom such material shall have been furnished, and we agree to
furnish to persons who receive a confirmation of sale a copy of the Prospectus
filed pursuant to Rule 424(b) or Rule 424(c) under the Securities Act. If the
Securities will not be registered under the Securities Act, we agree that we
will deliver all preliminary and final offering circulars required for
compliance with the applicable laws and regulations governing the use and
distribution of offering circulars by underwriters, and, to the extent
consistent with such laws and regulations, we confirm that we have delivered and
agree that we will deliver all preliminary and final offering circulars which
would be required if the provisions of Rule 15c2-8 under the Exchange Act
applied to this offering. We agree that in purchasing Securities in an Offering
we will rely upon no statements whatsoever, written or oral, other than the
statements in the Prospectus delivered to us by you. We will not be authorized
by the issuer or other seller of Securities offered pursuant to a Prospectus or
by any Underwriters to give any information or to make any representation not
contained in the Prospectus in connection with the sale of such Securities.

      (b) Offer and Sale to the Public. With respect to any Offering of
Securities, you will inform us by a Written Communication of the public offering
price, the selling concession, the relaunch (if any) to dealers and the time
when we may commence selling Securities to the public. After such public
offering has commenced, you may change the public offering price, the selling
concession and the relaunch to dealers. With respect to each Offering of
Securities, until the provisions of this Section 3(b) shall be terminated
pursuant to Section 4, we agree to offer Securities to the public only at the
public offering price, except that if a relaunch is in effect, a relaunch from
the public offering price not in excess of such relaunch may be allowed as
consideration for services rendered in distribution to dealers who are actually
engaged in the investment banking or securities business, who execute the
written agreement prescribed by Section 24(c) of Article III of the Rules of
Fair Practice of the National Association of Securities Dealers, Inc. (the
"NASD"), and who are either members in good standing of the NASD or foreign
brokers or dealers not eligible for membership in the NASD who represent to us
that they will promptly rafter such Securities at the public offering price and
will abide by the conditions with respect to foreign brokers and dealers set
forth in Section 3(e).

      (c) Stabilization and Over-Allotment. You may, with respect to any
Offering, be authorized to over-allot in arranging sales to Selected Dealers, to
purchase and sell Securities, any other securities of the issuer of the
Securities of the same class and series and any other securities of such issuer
that you may designate for long or short account and to stabilize or maintain
the market price of the

                                       3
<PAGE>

Securities. We agree to advise you from time to time upon request, prior to the
termination of the provisions of Section 3(b) with respect to any Offering, of
the amount of Securities purchased by us hereunder remaining unsold and we will,
upon your request, sell to you, for the accounts of the Underwriters, such
amount of Securities as you may designate, at the public offering price thereof
less an amount to be deter mined by you not in excess of the concession to
dealers. In the event that prior to the later of (i) the termination of the
provisions of Section 3(b) with respect to any Offering, or (ii) the covering by
you of any short position created by you in connection with such Offering for
your account or the account of one or more Underwriters, you purchase or
contract to purchase for the account of any of the Underwriters, in the open
market or other wise, any Securities theretofore delivered to us, you reserve
the right to withhold the above-mentioned concession to dealers on such
Securities if sold to us at the public offering price, or if such concession has
been allowed to us through our purchase at a net price, we agree to repay such
concession upon your demand, plus in each case any taxes on redeliver,
commissions, accrued interest and dividends paid in connection with such
purchase or contract to purchase.

      (d) Open Market Transactions. We agree not to bid for, purchase, attempt
to purchase, or sell, directly or indirectly, any Securities, any other
securities of the issuer of the Securities of the same class and series or any
other securities of such issuer as you may designate, except as brokers pursuant
to unsolicited orders and as otherwise provided in this Agreement. If the
Securities are common stock or securities convertible into common stock, we
agree not to effect, or attempt to induce others to effect, directly or
indirectly, any transactions in or relating to put or call options on any stock
of such issuer, except to the extent permitted by Rule 10b-6 under the Exchange
Act as interpreted by the Securities and Exchange Commission. An opening
uncovered writing transaction in options to acquire Securities for our account
or for the account of any customer shall be deemed, for purposes of the
preceding sentence, to be a transaction effected by us in or relating to put or
call options on stock of the Company not permitted by Rule 10b-6. The term
"opening uncovered writing transaction" means an opening sale transaction where
the seller in tends to become a writer of an option to purchase stock which it
does not own or have the right to acquire upon exercise of conversion or option
rights.

      (e) NASD. We represent that we are actually engaged in the investment
banking or securities business and we are either a member in good standing of
the NASD, or, if not such a member, a foreign dealer not eligible for
membership. If we are such a member we agreed that in making sales of the
Securities we will comply with all applicable rules of the NASD, including,
without limitation, the NASD's

                                       4
<PAGE>

Interpretation with Respect to Free-Riding and Withholding and Section 24 of
Article III of the Rules of Fair Practice. If we are such a foreign dealer, we
agree not to offer or sell any Securities in the United States of America except
through you and in making sales of Securities outside the United States of
America, we agree to comply, as though we were a member with such Interpretation
and Sections 8, 24 and 36 of Article III of the NASD's Rules of Fair Practice
and to comply with Section 23 of such Article III as it applies to a nonmember
broker or dealer in a foreign country.

      (f) Relationship among Underwriters and Selected Dealers. You may buy
Securities from or sell Securities to any Underwriter or Selected Dealer and,
with your consent, the Underwriters (if any) and the Selected Dealers may
purchase Securities from and sell Securities to each other at the public
offering price less all or any part of the concession. We are not authorized to
act as agent for you or any Underwriter or the issuer or other seller of any
Securities in offering Securities to the public or otherwise. Nothing contained
herein or in any Written Communication from you shall constitute the Selected
Dealers partners with you or any Underwriter or with one another. Neither you
nor any Underwriter shall be under any obligation to us except for obligations
assumed hereby or in any Written Communication from you in connection with any
Offering. In connection with any Offering, we agree to pay our proportionate
share of any claim, demand or liability asserted against us, and the other
Selected Dealers or any of them, or against you or the Underwriters, if any,
based on any claim that such Selected Dealers or any of them constitute an
association, unincorporated business or other separate entity, including in each
case our proportionate share of any expense incurred in defending against any
such claim, demand or liability.

      (g) Blue Sky Laws. Upon application to you, you will inform us as to the
jurisdictions in which you believe the Securities have been qualified for sale
under the respective securities of "blue sky" laws of such jurisdictions. We
understand and agree that compliance with the securities or "blue sky" laws in
each jurisdiction in which we shall offer or sell any of the Securities shall be
our sole responsibility and that you assume no responsibility or obligations as
to the eligibility of the Securities for sale or our right to sell the
Securities in any jurisdiction.

      (h) Compliance with Law. We agree that in selling Securities pursuant to
any Offering (which agreement shall also be for the benefit of the issuer or
other seller of such Securities) we will comply with the applicable provisions
of the Securities Act and the Exchange Act, the applicable rules and regulations
of the Securities and Exchange Commission thereunder, the applicable rules and


                                       5
<PAGE>

regulations of the NASD and the applicable rules and regulations of any
securities exchange having jurisdiction over the Offering. You shall have full
authority to take such action as you may deem advisable in respect of all
matters pertaining to any Offering. Neither you nor any Underwriter shall be
under any liability to us, except for lack of good faith and for obligations
expressly assumed by you in this Agreement; provided, however, that nothing in
this sentence shall be deemed to relieve you from any liability imposed by the
Securities Act.

      4. Termination; Supplements and Amendments. This agreement may be
terminated by either party herein upon five business days' written notice to the
other party; provided that with respect to any Offering for which a Written
Communication was sent and accepted prior to such notice, this Agreement as it
applies to such Offering shall remain in full force and effect and shall
terminate with respect to such Offering in accordance with the last sentence of
this Section. This Agreement may be supplemented or amended by you by written
notice thereof to us, and any such supplement or amendment to this Agreement
shall be effective with respect to any Offering to which this Agreement applies
after the date of such supplement or amendment. Each reference to "this
Agreement" herein shall, as appropriate, be to this Agreement as so amended and
supplemented. The terms and conditions set forth in Sections 3(b) and (d) with
regard to any Offering will terminate at the close of business on the thirtieth
day after the date of the initial public offering of the Securities to which
such Offering relates, but such terms and conditions, upon notice to us, may be
terminated by you at any time.

      5. Successors and Assigns. This Agreement shall be binding on, and inure
to the benefit of, the parties hereto and other persons specified or indicated
in Section 1, and the respective successors and assigns of each of them.

      6. Governing Law. This Agreement and the terms and conditions set forth
herein with respect to any Offering together with such supplementary terms and
conditions with respect to such Offering as may be contained in any Written
Communication from you to us in connection therewith shall be governed by, and
construed in accordance with, the laws of the State of New York.

         By signing this Agreement we confirm that our subscription to, or our
acceptance of any reservation of, any Securities pursuant to an Offering shall
constitute (i) acceptance of and agreement to other terms and conditions of this
Agreement (as supplemented and amended pursuant to Section 4) together with the
subject to any supplementary terms and conditions contained in any Written
Communication from you in connection with such Offering, all of which shall


                                       6
<PAGE>

constitute a binding agreement between us and you, individually or as
representative of any Underwriters, (ii) confirmation that our representations
and warranties set forth in Section 3 are true and correct at that time and
(iii) confirmation that our agreements set forth in Sections 2 and 3 have been
and will be fully performed by us to the extent and at the times required
thereby.

                                    Very truly yours,



                                    ---------------------------
                                    (Name of Firm)

                                    By_________________________
                                    Title______________________


Confirmed, as of the date
first above written.

UBS Securities LLC

By_______________________
Title:


                                       7
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(J)(1)
<SEQUENCE>10
<FILENAME>b56372a1exv99wxjyx1y.txt
<DESCRIPTION>MASTER CUSTODIAN AGREEMENT
<TEXT>
<PAGE>
                                                                  Exhibit (j)(1)

           EATON VANCE TAX-MANAGED GLOBAL BUY-WRITE OPPORTUNITIES FUND

                                        April 18, 2005

Eaton Vance Tax-Managed Global Buy-Write Opportunities Fund hereby adopts and
agrees to become a party to the attached Custodian Agreement as amended and
extended with Investors Bank & Trust Company.

                         EATON VANCE TAX-MANAGED GLOBAL
                          BUY-WRITE OPPORTUNITIES FUND


                                        By: /s/ James L. O'Connor
                                            ------------------------------------
                                            James L. O'Connor
                                            Treasurer, and not Individually

Accepted and agreed to:

INVESTORS BANK & TRUST COMPANY


By: /s/ Andrew M. Nesvet
    ---------------------------------
    Andrew M. Nesvet
    Managing Director

                           MASTER CUSTODIAN AGREEMENT

                                     between

                           EATON VANCE GROUP OF FUNDS

                                       and

                         INVESTORS BANK & TRUST COMPANY

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                        <C>
1.   Definitions........................................................     1-2

2.   Employment of Custodian and Property to be held by it..............     2-3

3.   Duties of the Custodian with Respect to Property of the Fund.......       3

     A.   Safekeeping and Holding of Property...........................       3
     B.   Delivery of Securities........................................     3-6
     C.   Registration of Securities....................................       6
     D.   Bank Accounts.................................................       6
     E.   Payments for Shares of the Fund...............................     6-7
     F.   Investment and Availability of Federal Funds..................       7
     G.   Collections...................................................     7-8
     H.   Payment of Fund Moneys........................................     8-9
     I.   Liability for Payment in Advance of Receipt of
          Securities Purchased..........................................       9
     J.   Payments for Repurchases of Redemptions of Shares
          of the Fund...................................................    9-10
     K.   Appointment of Agents by the Custodian........................      10
     L.   Deposit of Fund Portfolio Securities in Securities Systems....   10-12
     M.   Deposit of Fund Commercial Paper in an Approved Book-Entry
             System for Commercial Paper................................   12-13
     N.   Segregated Account............................................      14
     O.   Ownership Certificates for Tax Purposes.......................      14
     P.   Proxies.......................................................      14
     Q.   Communications Relating to Fund Portfolio Securities..........      14
     R.   Exercise of Rights; Tender Offers.............................      15
</TABLE>


                                       -i-

<PAGE>

<TABLE>
<S>                                                                        <C>
     S.   Depository Receipts...........................................      15
     T.   Interest Bearing Call or Time Deposits........................   15-16
     U.   Options, Futures Contracts and Foreign Currency Transactions..   16-17
     V.   Actions Permitted Without Express Authority...................      17
     W.   Advances by the Bank..........................................      18

 4.  Duties of Bank with Respect to Books of Account and Calucations
        of Net Asset Value..............................................      18

 5.  Records and Miscellaneous Duties...................................   18-19

 6.  Opinion of Fund's Independent Public Accountants...................      19

 7.  Compensation and Expenses of Bank..................................      19

 8.  Responsibility of Bank.............................................   19-20

 9.  Persons Having Access to Assets of the Fund........................      20

10.  Effective Period, Termination and Amendment; Successor Custodian...   20-21

11.  Interpretive and Additional Provisions.............................      21

12.  Notices............................................................      21

13.  Massachusetts Law to Apply.........................................      22

14.  Adoption of the Agreement by the Fund..............................      22
</TABLE>


                                      -ii-

<PAGE>

                           MASTER CUSTODIAN AGREEMENT

     This Agreement is made between each investment company advised by Eaton
Vance Management which has adopted this Agreement in the manner provided herein
and Investors Bank & Trust Company (hereinafter called "Bank", "Custodian" and
"Agent"), a trust company established under the laws of Massachusetts with a
principal place of business in Boston, Massachusetts.

     Whereas, each such investment company is registered under the Investment
Company Act of 1940 and has appointed the Bank to act as Custodian of its
property and to perform certain duties as its Agent, as more fully hereinafter
set forth; and

     Whereas, the Bank is willing and able to act as each such investment
company's Custodian and Agent, subject to and in accordance with the provisions
hereof;

     Now, therefore, in consideration of the premises and of the mutual
covenants and agreements herein contained, each such investment company and the
Bank agree as follows:

1.   DEFINITIONS

     Whenever used in this Agreement, the following words and phrases, unless
the context otherwise requires, shall have the following meanings:

     (a) "Fund" shall mean the investment company which has adopted this
Agreement. If the Fund is a Massachusetts business trust, it may in the future
establish and designate other separate and distinct series of shares, each of
which may be called a "portfolio"; in such case, the term "Fund" shall also
refer to each such separate series or portfolio.

     (b) "Board" shall mean the board of directors/trustees/managing general
partners/director general partners of the Fund, as the case may be.

     (c) "The Depository Trust Company", a clearing agency registered with the
Securities and Exchange Commission under Section 17A of the Securities Exchange
Act of 1934 which acts as a securities depository and which has been
specifically approved as a securities depository for the Fund by the Board.

     (d) "Participants Trust Company", a clearing agency registered with the
Securities and Exchange Commission under Section 17A of the Securities Exchange
Act of 1934 which acts as a securities depository and which has been
specifically approved as a securities depository for the Fund by the Board.

     (e) "Approved Clearing Agency" shall mean any other domestic clearing
agency registered with the Securities and Exchange Commission under Section 17A
of the Securities Exchange Act of 1934 which acts as a securities depository BUT
ONLY if the Custodian has received a certified copy of a vote of the Board
approving such clearing agency as a securities depository for the Fund.

     (f) "Federal Book-Entry System" shall mean the book-entry system referred
to in Rule 17f-4(b) under the Investment Company Act of 1940 for United States
and federal agency securities (i.e., as provided in Subpart O of Treasury
Circular No. 300, 31 CFR 306, Subpart B of 31 CFR Part 350, and the book-entry
regulations of federal agencies substantially in the form of Subpart O).

<PAGE>

     (g) "Approved Foreign Securities Depository" shall mean a foreign
securities depository or clearing agency referred to in Rule 17f-4 under the
Investment Company Act of 1940 for foreign securities BUT ONLY if the Custodian
has received a certified copy of a vote of the Board approving such depository
or clearing agency as a foreign securities depository for the Fund.

     (h) "Approved Book-Entry System for Commercial Paper" shall mean a system
maintained by the Custodian or by a subcustodian employed pursuant to Section 2
hereof for the holding of commercial paper in book-entry form BUT ONLY if the
Custodian has received a certified copy of a vote of the Board approving the
participation by the Fund in such system.

     (i) The Custodian shall be deemed to have received "proper instructions" in
respect of any of the matters referred to in this Agreement upon receipt of
written or facsimile instructions signed by such one or more person or persons
as the Board shall have from time to time authorized to give the particular
class of instructions in question. Electronic instructions for the purchase and
sale of securities which are transmitted by Eaton Vance Management to the
Custodian through the Eaton Vance equity trading system and the Eaton Vance
fixed income trading system shall be deemed to be proper instructions; the Fund
shall cause all such instructions to be confirmed in writing. Different persons
may be authorized to give instructions for different purposes. A certified copy
of a vote of the Board may be received and accepted by the Custodian as
conclusive evidence of the authority of any such person to act and may be
considered as in full force and effect until receipt of written notice to the
contrary. Such instructions may be general or specific in terms and, where
appropriate, may be standing instructions. Unless the vote delegating authority
to any person or persons to give a particular class of instructions specifically
requires that the approval of any person, persons or committee shall first have
been obtained before the Custodian may act on instructions of that class, the
Custodian shall be under no obligation to question the right of the person or
persons giving such instructions in so doing. Oral instructions will be
considered proper instructions if the Custodian reasonably believes them to have
been given by a person authorized to give such instructions with respect to the
transaction involved. The Fund shall cause all oral instructions to be confirmed
in writing. The Fund authorizes the Custodian to tape record any and all
telephonic or other oral instructions given to the Custodian. Upon receipt of a
certificate signed by two officers of the Fund as to the authorization by the
President and the Treasurer of the Fund accompanied by a detailed description of
the communication procedures approved by the President and the Treasurer of the
Fund, "proper instructions" may also include communications effected directly
between electromechanical or electronic devices provided that the President and
Treasurer of the Fund and the Custodian are satisfied that such procedures
afford adequate safeguards for the Fund's assets. In performing its duties
generally, and more particularly in connection with the purchase, sale and
exchange of securities made by or for the Fund, the Custodian may take
cognizance of the provisions of the governing documents and registration
statement of the Fund as the same may from time to time be in effect (and votes,
resolutions or proceedings of the shareholders or the Board), but, nevertheless,
except as otherwise expressly provided herein, the Custodian may assume unless
and until notified in writing to the contrary that so-called proper instructions
received by it are not in conflict with or in any way contrary to any provisions
of such governing documents and registration statement, or votes, resolutions or
proceedings of the shareholders or the Board.

2.   EMPLOYMENT OF CUSTODIAN AND PROPERTY TO BE HELD BY IT

     The Fund hereby appoints and employs the Bank as its Custodian and Agent in
accordance with and subject to the provisions hereof, and the Bank hereby
accepts such appointment and employment. The Fund agrees to deliver to the
Custodian all securities, participation interests, cash and other assets owned


                                       -2-

<PAGE>

by it, and all payments of income, payments of principal and capital
distributions and adjustments received by it with respect to all securities and
participation interests owned by the Fund from time to time, and the cash
consideration received by it for such new or treasury shares ("Shares") of the
Fund as may be issued or sold from time to time. The Custodian shall not be
responsible for any property of the Fund held by the Fund and not delivered by
the Fund to the Custodian. The Fund will also deliver to the Bank from time to
time copies of its currently effective charter (or declaration of trust or
partnership agreement, as the case may be), by-laws, prospectus, statement of
additional information and distribution agreement with its principal
underwriter, together with such resolutions, votes and other proceedings of the
Fund as may be necessary for or convenient to the Bank in the performance of its
duties hereunder.

     The Custodian may from time to time employ one or more subcustodians to
perform such acts and services upon such terms and conditions as shall be
approved from time to time by the Board of Directors. Any such subcustodian so
employed by the Custodian shall be deemed to be the agent of the Custodian, and
the Custodian shall remain primarily responsible for the securities,
participation interests, moneys and other property of the Fund held by such
subcustodian. Any foreign subcustodian shall be a bank or trust company which is
an eligible foreign custodian within the meaning of Rule 17f-5 under the
Investment Company Act of 1940, and the foreign custody arrangements shall be
approved by the Board of Directors and shall be in accordance with and subject
to the provisions of said Rule. For the purposes of this Agreement, any property
of the Fund held by any such subcustodian (domestic or foreign) shall be deemed
to be held by the Custodian under the terms of this Agreement.

3.   DUTIES OF THE CUSTODIAN WITH RESPECT TO PROPERTY OF THE FUND

     A.   FEKEEPING AND HOLDING OF PROPERTY. The Custodian shall keep safely all
          property of the Fund and on behalf of the Fund shall from time to time
          receive delivery of Fund property for safekeeping. The Custodian shall
          hold, earmark and segregate on its books and records for the account
          of the Fund all property of the Fund, including all securities,
          participation interests and other assets of the Fund (1) physically
          held by the Custodian, (2) held by any subcustodian referred to in
          Section 2 hereof or by any agent referred to in Paragraph K hereof,
          (3) held by or maintained in The Depository Trust Company or in
          Participants Trust Company or in an Approved Clearing Agency or in the
          Federal Book-Entry System or in an Approved Foreign Securities
          Depository, each of which from time to time is referred to herein as a
          "Securities System", and (4) held by the Custodian or by any
          subcustodian referred to in Section 2 hereof and maintained in any
          Approved Book-Entry System for Commercial Paper.

     B.   DELIVERY OF SECURITIES. The Custodian shall release and deliver
          securities or participation interests owned by the Fund held (or
          deemed to be held) by the Custodian or maintained in a Securities
          System account or in an Approved Book-Entry System for Commercial
          Paper account only upon receipt of proper instructions, which may be
          continuing instructions when deemed appropriate by the parties, and
          only in the following cases:

               1)   Upon sale of such securities or participation interests for
                    the account of the Fund, BUT ONLY against receipt of payment
                    therefor; if delivery is made in Boston or New York City,
                    payment therefor shall be made in accordance with generally
                    accepted clearing house procedures or by use of Federal


                                       -3-

<PAGE>

                    Reserve Wire System procedures; if delivery is made
                    elsewhere payment therefor shall be in accordance with the
                    then current "street delivery" custom or in accordance with
                    such procedures agreed to in writing from time to time by
                    the parties hereto; if the sale is effected through a
                    Securities System, delivery and payment therefor shall be
                    made in accordance with the provisions of Paragraph L
                    hereof; if the sale of commercial paper is to be effected
                    through an Approved Book-Entry System for Commercial Paper,
                    delivery and payment therefor shall be made in accordance
                    with the provisions of Paragraph M hereof; if the securities
                    are to be sold outside the United States, delivery may be
                    made in accordance with procedures agreed to in writing from
                    time to time by the parties hereto; for the purposes of this
                    subparagraph, the term "sale" shall include the disposition
                    of a portfolio security (i) upon the exercise of an option
                    written by the Fund and (ii) upon the failure by the Fund to
                    make a successful bid with respect to a portfolio security,
                    the continued holding of which is contingent upon the making
                    of such a bid;

               2)   Upon the receipt of payment in connection with any
                    repurchase agreement or reverse repurchase agreement
                    relating to such securities and entered into by the Fund;

               3)   To the depository agent in connection with tender or other
                    similar offers for portfolio securities of the Fund;

               4)   To the issuer thereof or its agent when such securities or
                    participation interests are called, redeemed, retired or
                    otherwise become payable; PROVIDED that, in any such case,
                    the cash or other consideration is to be delivered to the
                    Custodian or any subcustodian employed pursuant to Section 2
                    hereof;

               5)   To the issuer thereof, or its agent, for transfer into the
                    name of the Fund or into the name of any nominee of the
                    Custodian or into the name or nominee name of any agent
                    appointed pursuant to Paragraph K hereof or into the name or
                    nominee name of any subcustodian employed pursuant to
                    Section 2 hereof; or for exchange for a different number of
                    bonds, certificates or other evidence representing the same
                    aggregate face amount or number of units; PROVIDED that, in
                    any such case, the new securities or participation interests
                    are to be delivered to the Custodian or any subcustodian
                    employed pursuant to Section 2 hereof;

               6)   To the broker selling the same for examination in accordance
                    with the "street delivery" custom; PROVIDED that the
                    Custodian shall adopt such procedures as the Fund from time
                    to time shall approve to ensure their prompt return to the
                    Custodian by the broker in the event the broker elects not
                    to accept them;

               7)   For exchange or conversion pursuant to any plan of merger,
                    consolidation, recapitalization, reorganization or
                    readjustment of the securities of the Issuer of such
                    securities, or pursuant to provisions for conversion of such
                    securities, or pursuant to any deposit agreement; provided


                                       -4-

<PAGE>

                    that, in any such case, the new securities and cash, if any,
                    are to be delivered to the Custodian or any subcustodian
                    employed pursuant to Section 2 hereof;

               8)   In the case of warrants, rights or similar securities, the
                    surrender thereof in connection with the exercise of such
                    warrants, rights or similar securities, or the surrender of
                    interim receipts or temporary securities for definitive
                    securities; PROVIDED that, in any such case, the new
                    securities and cash, if any, are to be delivered to the
                    Custodian or any subcustodian employed pursuant to Section 2
                    hereof;

               9)   For delivery in connection with any loans of securities made
                    by the Fund (such loans to be made pursuant to the terms of
                    the Fund's current registration statement), BUT ONLY against
                    receipt of adequate collateral as agreed upon from time to
                    time by the Custodian and the Fund, which may be in the form
                    of cash or obligations issued by the United States
                    government, its agencies or instrumentalities; except that
                    in connection with any securities loans for which collateral
                    is to be credited to the Custodian's account in the
                    book-entry system authorized by the U.S. Department of
                    Treasury, the Custodian will not be held liable or
                    responsible for the delivery of securities loaned by the
                    Fund prior to the receipt of such collateral;

               10)  For delivery as security in connection with any borrowings
                    by the Fund requiring a pledge or hypothecation of assets by
                    the Fund (if then permitted under circumstances described in
                    the current registration statement of the Fund), provided,
                    that the securities shall be released only upon payment to
                    the Custodian of the monies borrowed, except that in cases
                    where additional collateral is required to secure a
                    borrowing already made, further securities may be released
                    for that purpose; upon receipt of proper instructions, the
                    Custodian may pay any such loan upon redelivery to it of the
                    securities pledged or hypothecated therefor and upon
                    surrender of the note or notes evidencing the loan;

               11)  When required for delivery in connection with any redemption
                    or repurchase of Shares of the Fund in accordance with the
                    provisions of Paragraph J hereof;

               12)  For delivery in accordance with the provisions of any
                    agreement between the Custodian (or a subcustodian employed
                    pursuant to Section 2 hereof) and a broker-dealer registered
                    under the Securities Exchange Act of 1934 and, if necessary,
                    the Fund, relating to compliance with the rules of The
                    Options Clearing Corporation or of any registered national
                    securities exchange, or of any similar organization or
                    organizations, regarding deposit or escrow or other
                    arrangements in connection with options transactions by the
                    Fund;


                                       -5-

<PAGE>

               13)  For delivery in accordance with the provisions of any
                    agreement among the Fund, the Custodian (or a subcustodian
                    employed pursuant to Section 2 hereof), and a futures
                    commissions merchant, relating to compliance with the rules
                    of the Commodity Futures Trading Commission and/or of any
                    contract market or commodities exchange or similar
                    organization, regarding futures margin account deposits or
                    payments in connection with futures transactions by the
                    Fund;

               14)  For any other proper corporate purpose, BUT ONLY upon
                    receipt of, in addition to proper instructions, a certified
                    copy of a vote of the Board specifying the securities to be
                    delivered, setting forth the purpose for which such delivery
                    is to be made, declaring such purpose to be proper corporate
                    purpose, and naming the person or persons to whom delivery
                    of such securities shall be made.

     C.   REGISTRATION OF SECURITIES. Securities held by the Custodian (other
          than bearer securities) for the account of the Fund shall be
          registered in the name of the Fund or in the name of any nominee of
          the Fund or of any nominee of the Custodian, or in the name or nominee
          name of any agent appointed pursuant to Paragraph K hereof, or in the
          name or nominee name of any subcustodian employed pursuant to Section
          2 hereof, or in the name or nominee name of The Depository Trust
          Company or Participants Trust Company or Approved Clearing Agency or
          Federal Book-Entry System or Approved Book-Entry System for Commercial
          Paper; provided, that securities are held in an account of the
          Custodian or of such agent or of such subcustodian containing only
          assets of the Fund or only assets held by the Custodian or such agent
          or such subcustodian as a custodian or subcustodian or in a fiduciary
          capacity for customers. All certificates for securities accepted by
          the Custodian or any such agent or subcustodian on behalf of the Fund
          shall be in "street" or other good delivery form or shall be returned
          to the selling broker or dealer who shall be advised of the reason
          thereof.

     D.   BANK ACCOUNTS. The Custodian shall open and maintain a separate bank
          account or accounts in the name of the Fund, subject only to draft or
          order by the Custodian acting in pursuant to the terms of this
          Agreement, and shall hold in such account or accounts, subject to the
          provisions hereof, all cash received by it from or for the account of
          the Fund other than cash maintained by the Fund in a bank account
          established and used in accordance with Rule 17f-3 under the
          Investment Company Act of 1940. Funds held by the Custodian for the
          Fund may be deposited by it to its credit as Custodian in the Banking
          Department of the Custodian or in such other banks or trust companies
          as the Custodian may in its discretion deem necessary or desirable;
          provided, however, that every such bank or trust company shall be
          qualified to act as a custodian under the Investment Company Act of
          1940 and that each such bank or trust company and the funds to be
          deposited with each such bank or trust company shall be approved in
          writing by two officers of the Fund. Such funds shall be deposited by
          the Custodian in its capacity as Custodian and shall be subject to
          withdrawal only by the Custodian in that capacity.

     E.   PAYMENT FOR SHARES OF THE FUND. The Custodian shall make appropriate
          arrangements with the Transfer Agent and the principal underwriter of
          the Fund to enable the Custodian to make certain it promptly receives
          the cash or other consideration due to the Fund for such new or
          treasury Shares as may be issued or sold from time to time by the


                                       -6-

<PAGE>

          Fund, in accordance with the governing documents and offering
          prospectus and statement of additional information of the Fund. The
          Custodian will provide prompt notification to the Fund of any receipt
          by it of payments for Shares of the Fund.

     F.   INVESTMENT AND AVAILABILITY OF FEDERAL FUNDS. Upon agreement between
          the Fund and the Custodian, the Custodian shall, upon the receipt of
          proper instructions, which may be continuing instructions when deemed
          appropriate by the parties,

               1)   invest in such securities and instruments as may be set
                    forth in such instructions on the same day as received all
                    federal funds received after a time agreed upon between the
                    Custodian and the Fund; and

               2)   make federal funds available to the Fund as of specified
                    times agreed upon from time to time by the Fund and the
                    Custodian in the amount of checks received in payment for
                    Shares of the Fund which are deposited into the Fund's
                    account.

     G.   COLLECTIONS. The Custodian shall promptly collect all income and other
          payments with respect to registered securities held hereunder to which
          the Fund shall be entitled either by law or pursuant to custom in the
          securities business, and shall promptly collect all income and other
          payments with respect to bearer securities if, on the date of payment
          by the issuer, such securities are held by the Custodian or agent
          thereof and shall credit such income, as collected, to the Fund's
          custodian account.

          The Custodian shall do all things necessary and proper in connection
          with such prompt collections and, without limiting the generality of
          the foregoing, the Custodian shall

               1)   Present for payment all coupons and other income items
                    requiring presentations;

               2)   Present for payment all securities which may mature or be
                    called, redeemed, retired or otherwise become payable;

               3)   Endorse and deposit for collection, in the name of the Fund,
                    checks, drafts or other negotiable instruments;

               4)   Credit income from securities maintained in a Securities
                    System or in an Approved Book-Entry System for Commercial
                    Paper at the time funds become available to the Custodian;
                    in the case of securities maintained in The Depository Trust
                    Company funds shall be deemed available to the Fund not
                    later than the opening of business on the first business day
                    after receipt of such funds by the Custodian.

          The Custodian shall notify the Fund as soon as reasonably practicable
          whenever income due on any security is not promptly collected. In any
          case in which the Custodian does not receive any due and unpaid income
          after it has made demand for the same, it shall immediately so notify
          the Fund in writing, enclosing copies of any demand letter, any


                                       -7-

<PAGE>

          written response thereto, and memoranda of all oral responses thereto
          and to telephonic demands, and await instructions from the Fund; the
          Custodian shall in no case have any liability for any nonpayment of
          such income provided the Custodian meets the standard of care set
          forth in Section 8 hereof. The Custodian shall not be obligated to
          take legal action for collection unless and until reasonably
          indemnified to its satisfaction.

          The Custodian shall also receive and collect all stock dividends,
          rights and other items of like nature, and deal with the same pursuant
          to proper instructions relative thereto.

     H.   PAYMENT OF FUND MONEYS. Upon receipt of proper instructions, which may
          be continuing instructions when deemed appropriate by the parties, the
          Custodian shall pay out moneys of the Fund in the following cases
          only:

               1)   Upon the purchase of securities, participation interests,
                    options, futures contracts, forward contracts and options on
                    futures contracts purchased for the account of the Fund but
                    only (a) against the receipt of

                    (i) such securities registered as provided in Paragraph C
                    hereof or in proper form for transfer or

                    (ii) detailed instructions signed by an officer of the Fund
                    regarding the participation interests to be purchased or

                    (iii) written confirmation of the purchase by the Fund of
                    the options, futures contracts, forward contracts or options
                    on futures contracts

                    by the Custodian (or by a subcustodian employed pursuant to
                    Section 2 hereof or by a clearing corporation of a national
                    securities exchange of which the Custodian is a member or by
                    any bank, banking institution or trust company doing
                    business in the United States or abroad which is qualified
                    under the Investment Company Act of 1940 to act as a
                    custodian and which has been designated by the Custodian as
                    its agent for this purpose or by the agent specifically
                    designated in such instructions as representing the
                    purchasers of a new issue of privately placed securities);
                    (b) in the case of a purchase effected through a Securities
                    System, upon receipt of the securities by the Securities
                    System in accordance with the conditions set forth in
                    Paragraph L hereof; (c) in the case of a purchase of
                    commercial paper effected through an Approved Book-Entry
                    System for Commercial Paper, upon receipt of the paper by
                    the Custodian or subcustodian in accordance with the
                    conditions set forth in Paragraph M hereof; (d) in the case
                    of repurchase agreements entered into between the Fund and
                    another bank or a broker-dealer, against receipt by the
                    Custodian of the securities underlying the repurchase
                    agreement either in certificate form or through an entry
                    crediting the Custodian's segregated, non-proprietary
                    account at the Federal Reserve Bank of Boston with such
                    securities along with written evidence of the agreement by


                                       -8-

<PAGE>

                    the bank or broker-dealer to repurchase such securities from
                    the Fund; or (e) with respect to securities purchased
                    outside of the United States, in accordance with written
                    procedures agreed to from time to time in writing by the
                    parties hereto;

               2)   When required in connection with the conversion, exchange or
                    surrender of securities owned by the Fund as set forth in
                    Paragraph B hereof;

               3)   When required for the redemption or repurchase of Shares of
                    the Fund in accordance with the provisions of Paragraph J
                    hereof;

               4)   For the payment of any expense or liability incurred by the
                    Fund, including but not limited to the following payments
                    for the account of the Fund: advisory fees, distribution
                    plan payments, interest, taxes, management compensation and
                    expenses, accounting, transfer agent and legal fees, and
                    other operating expenses of the Fund whether or not such
                    expenses are to be in whole or part capitalized or treated
                    as deferred expenses;

               5)   For the payment of any dividends or other distributions to
                    holders of Shares declared or authorized by the Board; and

               6)   For any other proper corporate purpose, BUT ONLY upon
                    receipt of, in addition to proper instructions, a certified
                    copy of a vote of the Board, specifying the amount of such
                    payment, setting forth the purpose for which such payment is
                    to be made, declaring such purpose to be a proper corporate
                    purpose, and naming the person or persons to whom such
                    payment is to be made.

     I.   LIABILITY FOR PAYMENT IN ADVANCE OF RECEIPT OF SECURITIES PURCHASED.
          In any and every case where payment for purchase of securities for the
          account of the Fund is made by the Custodian in advance of receipt of
          the securities purchased in the absence of specific written
          instructions signed by two officers of the Fund to so pay in advance,
          the Custodian shall be absolutely liable to the Fund for such
          securities to the same extent as if the securities had been received
          by the Custodian; EXCEPT that in the case of a repurchase agreement
          entered into by the Fund with a bank which is a member of the Federal
          Reserve System, the Custodian may transfer funds to the account of
          such bank prior to the receipt of (i) the securities in certificate
          form subject to such repurchase agreement or (ii) written evidence
          that the securities subject to such repurchase agreement have been
          transferred by book-entry into a segregated non-proprietary account of
          the Custodian maintained with the Federal Reserve Bank of Boston or
          (iii) the safekeeping receipt, PROVIDED that such securities have in
          fact been so transferred by book-entry and the written repurchase
          agreement is received by the Custodian in due course; AND EXCEPT that
          if the securities are to be purchased outside the United States,
          payment may be made in accordance with procedures agreed to in writing
          from time to time by the parties hereto.

     J.   PAYMENTS FOR REPURCHASES OR REDEMPTIONS OF SHARES OF THE FUND. From
          such funds as may be available for the purpose, but subject to any
          applicable votes of the Board and the current redemption and
          repurchase procedures of the Fund, the Custodian shall, upon receipt
          of written instructions from the Fund or from the Fund's transfer
          agent or from the principal underwriter, make funds and/or portfolio


                                       -9-

<PAGE>

          securities available for payment to holders of Shares who have caused
          their Shares to be redeemed or repurchased by the Fund or for the
          Fund's account by its transfer agent or principal underwriter.

          The Custodian may maintain a special checking account upon which
          special checks may be drawn by shareholders of the Fund holding Shares
          for which certificates have not been issued. Such checking account and
          such special checks shall be subject to such rules and regulations as
          the Custodian and the Fund may from time to time adopt. The Custodian
          or the Fund may suspend or terminate use of such checking account or
          such special checks (either generally or for one or more shareholders)
          at any time. The Custodian and the Fund shall notify the other
          immediately of any such suspension or termination.

     K.   APPOINTMENT OF AGENTS BY THE CUSTODIAN. The Custodian may at any time
          or times in its discretion appoint (and may at any time remove) any
          other bank or trust company (provided such bank or trust company is
          itself qualified under the Investment Company Act of 1940 to act as a
          custodian or is itself an eligible foreign custodian within the
          meaning of Rule 17f-5 under said Act) as the agent of the Custodian to
          carry out such of the duties and functions of the Custodian described
          in this Section 3 as the Custodian may from time to time direct;
          providED, however, that the appointment of any such agent shall not
          relieve the Custodian of any of its responsibilities or liabilities
          hereunder, and as between the Fund and the Custodian the Custodian
          shall be fully responsible for the acts and omissions of any such
          agent. For the purposes of this Agreement, any property of the Fund
          held by any such agent shall be deemed to be held by the Custodian
          hereunder.

     L.   DEPOSIT OF FUND PORTFOLIO SECURITIES IN SECURITIES SYSTEMS The
          Custodian may deposit and/or maintain securities owned by the Fund

               (1)  in The Depository Trust Company;

               (2)  in Participants Trust Company;

               (3)  in any other Approved Clearing Agency;

               (4)  in the Federal Book-Entry System; or

               (5)  in an Approved Foreign Securities Depository

          in each case only in accordance with applicable Federal Reserve Board
          and Securities and Exchange Commission rules and regulations, and at
          all times subject to the following provisions:

          (a) The Custodian may (either directly or through one or more
          subcustodians employed pursuant to Section 2 keep securities of the
          Fund in a Securities System provided that such securities are
          maintained in a non-proprietary account ("Account") of the Custodian


                                      -10-

<PAGE>

          or such subcustodian in the Securities System which shall not include
          any assets of the Custodian or such subcustodian or any other person
          other than assets held by the Custodian or such subcustodian as a
          fiduciary, custodian, or otherwise for its customers.

          (b) The records of the Custodian with respect to securities of the
          Fund which are maintained in a Securities System shall identify by
          book-entry those securities belonging to the Fund, and the Custodian
          shall be fully and completely responsible for maintaining a
          recordkeeping system capable of accurately and currently stating the
          Fund's holdings maintained in each such Securities System.

          (c) The Custodian shall pay for securities purchased in book-entry
          form for the account of the Fund only upon (i) receipt of notice or
          advice from the Securities System that such securities have been
          transferred to the Account, and (ii) the making of any entry on the
          records of the Custodian to reflect such payment and transfer for the
          account of the Fund. The Custodian shall transfer securities sold for
          the account of the Fund only upon (i) receipt of notice or advice from
          the Securities System that payment for such securities has been
          transferred to the Account, and (ii) the making of an entry on the
          records of the Custodian to reflect such transfer and payment for the
          account of the Fund. Copies of all notices or advices from the
          Securities System of transfers of securities for the account of the
          Fund shall identify the Fund, be maintained for the Fund by the
          Custodian and be promptly provided to the Fund at its request. The
          Custodian shall promptly send to the Fund confirmation of each
          transfer to or from the account of the Fund in the form of a written
          advice or notice of each such transaction, and shall furnish to the
          Fund copies of daily transaction sheets reflecting each day's
          transactions in the Securities System for the account of the Fund on
          the next business day.

          (d) The Custodian shall promptly send to the Fund any report or other
          communication received or obtained by the Custodian relating to the
          Securities System's accounting system, system of internal accounting
          controls or procedures for safeguarding securities deposited in the
          Securities System; the Custodian shall promptly send to the Fund any
          report or other communication relating to the Custodian's internal
          accounting controls and procedures for safeguarding securities
          deposited in any Securities System; and the Custodian shall ensure
          that any agent appointed pursuant to Paragraph K hereof or any
          subcustodian employed pursuant to Section 2 hereof shall promptly send
          to the Fund and to the Custodian any report or other communication
          relating to such agent's or sub custodian's internal accounting
          controls and procedures for safeguarding securities deposited in any
          Securities System. The Custodian's books and records relating to the
          Fund's participation in each Securities System will at all times
          during regular business hours be open to the inspection of the Fund's
          authorized officers, employees or agents.

          (e) The Custodian shall not act under this Paragraph L in the absence
          of receipt of a certificate of an officer of the Fund that the Board
          has approved the use of a particular Securities System; the Custodian
          shall also obtain appropriate assurance from the officers of the Fund
          that the Board has annually reviewed the continued use by the Fund of
          each Securities System, and the Fund shall promptly notify the
          Custodian if the use of a Securities System is to be discontinued; at
          the request of the Fund, the Custodian will terminate the use of any
          such Securities System as promptly as practicable.


                                      -11-

<PAGE>

          (f) Anything to the contrary in this Agreement notwithstanding, the
          Custodian shall be liable to the Fund for any loss or damage to the
          Fund resulting from use of the Securities System by reason of any
          negligence, misfeasance or misconduct of the Custodian or any of its
          agents or subcustodians or of any of its or their employees or from
          any failure of the Custodian or any such agent or subcustodian to
          enforce effectively such rights as it may have against the Securities
          System or any other person; at the election of the Fund, it shall be
          entitled to be subrogated to the rights of the Custodian with respect
          to any claim against the Securities System or any other person which
          the Custodian may have as a consequence of any such loss or damage if
          and to the extent that the Fund has not been made whole for any such
          loss or damage.

     M.   DEPOSIT OF FUND COMMERCIAL PAPER IN AN APPROVED BOOK-ENTRY SYSTEM FOR
          COMMERCIAL PAPER. Upon receipt of proper instructions with respect to
          each issue of direct issue commercial paper purchased by the Fund, the
          Custodian may deposit and/or maintain direct issue commercial paper
          owned by the Fund in any Approved Book-Entry System for Commercial
          Paper, in each case only in accordance with applicable Securities and
          Exchange Commission rules, regulations, and no-action correspondence,
          and at all times subject to the following provisions:

          (a) The Custodian may (either directly or through one or more
          subcustodians employed pursuant to Section 2) keep commercial paper of
          the Fund in an Approved Book-Entry System for Commercial Paper,
          provided that such paper is issued in book entry form by the Custodian
          or subcustodian on behalf of an issuer with which the Custodian or
          subcustodian has entered into a book-entry agreement and provided
          further that such paper is maintained in a non-proprietary account
          ("Account") of the Custodian or such subcustodian in an Approved
          Book-Entry System for Commercial Paper which shall not include any
          assets of the Custodian or such subcustodian or any other person other
          than assets held by the Custodian or such subcustodian as a fiduciary,
          custodian, or otherwise for its customers.

          (b) The records of the Custodian with respect to commercial paper of
          the Fund which is maintained in an Approved Book-Entry System for
          Commercial Paper shall identify by book-entry each specific issue of
          commercial paper purchased by the Fund which is included in the System
          and shall at all times during regular business hours be open for
          inspection by authorized officers, employees or agents of the Fund.
          The Custodian shall be fully and completely responsible for
          maintaining a recordkeeping system capable of accurately and currently
          stating the Fund's holdings of commercial paper maintained in each
          such System.

          (c) The Custodian shall pay for commercial paper purchased in
          book-entry form for the account of the Fund only upon contemporaneous
          (i) receipt of notice or advice from the issuer that such paper has
          been issued, sold and transferred to the Account, and (ii) the making
          of an entry on the records of the Custodian to reflect such purchase,
          payment and transfer for the account of the Fund. The Custodian shall
          transfer such commercial paper which is sold or cancel such commercial
          paper which is redeemed for the account of the Fund only upon
          contemporaneous (i) receipt of notice or advice that payment for such
          paper has been transferred to the Account, and (ii) the making of an
          entry on the records of the Custodian to reflect such transfer or
          redemption and payment for the account of the Fund. Copies of all


                                      -12-

<PAGE>

          notices, advices and confirmations of transfers of commercial paper
          for the account of the Fund shall identify the Fund, be maintained for
          the Fund by the Custodian and be promptly provided to the Fund at its
          request. The Custodian shall promptly send to the Fund confirmation of
          each transfer to or from the account of the Fund in the form of a
          written advice or notice of each such transaction, and shall furnish
          to the Fund copies of daily transaction sheets reflecting each day's
          transactions in the System for the account of the Fund on the next
          business day.

          (d) The Custodian shall promptly send to the Fund any report or other
          communication received or obtained by the Custodian relating to each
          System's accounting system, system of internal accounting controls or
          procedures for safeguarding commercial paper deposited in the System;
          the Custodian shall promptly send to the Fund any report or other
          communication relating to the Custodian's internal accounting controls
          and procedures for safeguarding commercial paper deposited in any
          Approved Book-Entry System for Commercial Paper; and the Custodian
          shall ensure that any agent appointed pursuant to Paragraph K hereof
          or any subcustodian employed pursuant to Section 2 hereof shall
          promptly send to the Fund and to the Custodian any report or other
          communication relating to such agent's or sub custodian's internal
          accounting controls and procedures for safeguarding securities
          deposited in any Approved Book-Entry System for Commercial Paper.

          (e) The Custodian shall not act under this Paragraph M in the absence
          of receipt of a certificate of an officer of the Fund that the Board
          has approved the use of a particular Approved Book-Entry System for
          Commercial Paper; the Custodian shall also obtain appropriate
          assurance from the officers of the Fund that the Board has annually
          reviewed the continued use by the Fund of each Approved Book-Entry
          System for Commercial Paper, and the Fund shall promptly notify the
          Custodian if the use of an Approved Book-Entry System for Commercial
          Paper is to be discontinued; at the request of the Fund, the Custodian
          will terminate the use of any such System as promptly as practicable.

          (f) The Custodian (or subcustodian, if the Approved Book-Entry System
          for Commercial Paper is maintained by the subcustodian) shall issue
          physical commercial paper or promissory notes whenever requested to do
          so by the Fund or in the event of an electronic system failure which
          impedes issuance, transfer or custody of direct issue commercial paper
          by book-entry.

          (g) Anything to the contrary in this Agreement notwithstanding, the
          Custodian shall be liable to the Fund for any loss or damage to the
          Fund resulting from use of any Approved Book-Entry System for
          Commercial Paper by reason of any negligence, misfeasance or
          misconduct of the Custodian or any of its agents or subcustodians or
          of any of its or their employees or from any failure of the Custodian
          or any such agent or subcustodian to enforce effectively such rights
          as it may have against the System, the issuer of the commercial paper
          or any other person; at the election of the Fund, it shall be entitled
          to be subrogated to the rights of the Custodian with respect to any
          claim against the System, the issuer of the commercial paper or any
          other person which the Custodian may have as a consequence of any such
          loss or damage if and to the extent that the Fund has not been made
          whole for any such loss or damage.


                                      -13-

<PAGE>

     N.   SEGREGATED ACCOUNT. The Custodian shall upon receipt of proper
          instructions establish and maintain a segregated account or accounts
          for and on behalf of the Fund, into which account or accounts may be
          transferred cash and/or securities, including securities maintained in
          an account by the Custodian pursuant to Paragraph L hereof, (i) in
          accordance with the provisions of any agreement among the Fund, the
          Custodian and any registered broker-dealer (or any futures commission
          merchant), relating to compliance with the rules of the Options
          Clearing Corporation and of any registered national securities
          exchange (or of the Commodity Futures Trading Commission or of any
          contract market or commodities exchange), or of any similar
          organization or organizations, regarding escrow or deposit or other
          arrangements in connection with transactions by the Fund, (ii) for
          purposes of segregating cash or U.S. Government securities in
          connection with options purchased, sold or written by the Fund or
          futures contracts or options thereon purchased or sold by the Fund,
          (iii) for the purposes of compliance by the Fund with the procedures
          required by Investment Company Act Release No. 10666, or any
          subsequent release or releases of the Securities and Exchange
          Commission relating to the maintenance of segregated accounts by
          registered investment companies and (iv) for other proper purposes,
          BUT ONLY, in the case of clause (iv), upon receipt of, in addition to
          proper instructions, a certificate signed by two officers of the Fund,
          setting forth the purpose such segregated account and declaring such
          purpose to be a proper purpose.

     O.   OWNERSHIP CERTIFICATES FOR TAX PURPOSES. The Custodian shall execute
          ownership and other certificates and affidavits for all federal and
          state tax purposes in connection with receipt of income or other
          payments with respect to securities of the Fund held by it and in
          connection with transfers of securities.

     P.   PROXIES. The Custodian shall, with respect to the securities held by
          it hereunder, cause to be promptly delivered to the Fund all forms of
          proxies and all notices of meetings and any other notices or
          announcements or other written information affecting or relating to
          the securities, and upon receipt of proper instructions shall execute
          and deliver or cause its nominee to execute and deliver such proxies
          or other authorizations as may be required. Neither the Custodian nor
          its nominee shall vote upon any of the securities or execute any proxy
          to vote thereon or give any consent or take any other action with
          respect thereto (except as otherwise herein provided) unless ordered
          to do so by proper instructions.

     Q.   COMMUNICATIONS RELATING TO FUND PORTFOLIO SECURITIES. The Custodian
          shall deliver promptly to the Fund all written information (including,
          without limitation, pendency of call and maturities of securities and
          participation interests and expirations of rights in connection
          therewith and notices of exercise of call and put options written by
          the Fund and the maturity of futures contracts purchased or sold by
          the Fund) received by the Custodian from issuers and other persons
          relating to the securities and participation interests being held for
          the Fund. With respect to tender or exchange offers, the Custodian
          shall deliver promptly to the Fund all written information received by
          the Custodian from issuers and other persons relating to the
          securities and participation interests whose tender or exchange is
          sought and from the party (or his agents) making the tender or
          exchange offer.


                                      -14-

<PAGE>

     R.   EXERCISE OF RIGHTS; TENDER OFFERS. In the case of tender offers,
          similar offers to purchase or exercise rights (including, without
          limitation, pendency of calls and maturities of securities and
          participation interests and expirations of rights in connection
          therewith and notices of exercise of call and put options and the
          maturity of futures contracts) affecting or relating to securities and
          participation interests held by the Custodian under this Agreement,
          the Custodian shall have responsibility for promptly notifying the
          Fund of all such offers in accordance with the standard of reasonable
          care set forth in Section 8 hereof. For all such offers for which the
          Custodian is responsible as provided in this Paragraph R, the Fund
          shall have responsibility for providing the Custodian with all
          necessary instructions in timely fashion. Upon receipt of proper
          instructions, the Custodian shall timely deliver to the issuer or
          trustee thereof, or to the agent of either, warrants, puts, calls,
          rights or similar securities for the purpose of being exercised or
          sold upon proper receipt therefor and upon receipt of assurances
          satisfactory to the Custodian that the new securities and cash, if
          any, acquired by such action are to be delivered to the Custodian or
          any subcustodian employed pursuant to Section 2 hereof. Upon receipt
          of proper instructions, the Custodian shall timely deposit securities
          upon invitations for tenders of securities upon proper receipt
          therefor and upon receipt of assurances satisfactory to the Custodian
          that the consideration to be paid or delivered or the tendered
          securities are to be returned to the Custodian or subcustodian
          employed pursuant to Section 2 hereof. Notwithstanding any provision
          of this Agreement to the contrary, the Custodian shall take all
          necessary action, unless otherwise directed to the contrary by proper
          instructions, to comply with the terms of all mandatory or compulsory
          exchanges, calls, tenders, redemptions, or similar rights of security
          ownership, and shall thereafter promptly notify the Fund in writing of
          such action.

     S.   DEPOSITORY RECEIPTS. The Custodian shall, upon receipt of proper
          instructions, surrender or cause to be surrendered foreign securities
          to the depository used by an issuer of American Depository Receipts or
          International Depository Receipts (hereinafter collectively referred
          to as "ADRs") for such securities, against a written receipt therefor
          adequately describing such securities and written evidence
          satisfactory to the Custodian that the depository has acknowledged
          receipt of instructions to issue with respect to such securities ADRs
          in the name of a nominee of the Custodian or in the name or nominee
          name of any subcustodian employed pursuant to Section 2 hereof, for
          delivery to the Custodian or such subcustodian at such place as the
          Custodian or such subcustodian may from time to time designate. The
          Custodian shall, upon receipt of proper instructions, surrender ADRs
          to the issuer thereof against a written receipt therefor adequately
          describing the ADRs surrendered and written evidence satisfactory to
          the Custodian that the issuer of the ADRs has acknowledged receipt of
          instructions to cause its depository to deliver the securities
          underlying such ADRs to the Custodian or to a subcustodian employed
          pursuant to Section 2 hereof.

     T.   INTEREST BEARING CALL OR TIME DEPOSITS. The Custodian shall, upon
          receipt of proper instructions, place interest bearing fixed term and
          call deposits with the banking department of such banking institution
          (other than the Custodian) and in such amounts as the Fund may
          designate. Deposits may be denominated in U.S. Dollars or other
          currencies. The Custodian shall include in its records with respect to
          the assets of the Fund appropriate notation as to the amount and
          currency of each such deposit, the accepting banking institution and
          other appropriate details and shall retain such forms of advice or


                                      -15-

<PAGE>

          receipt evidencing the deposit, if any, as may be forwarded to the
          Custodian by the banking institution. Such deposits shall be deemed
          portfolio securities of the applicable Fund for the purposes of this
          Agreement, and the Custodian shall be responsible for the collection
          of income from such accounts and the transmission of cash to and from
          such accounts.

     U.   OPTIONS, FUTURES CONTRACTS AND FOREIGN CURRENCY TRANSACTIONS.

               1. OPTIONS. The Custodians shall, upon receipt of proper
               instructions and in accordance with the provisions of any
               agreement between the Custodian, any registered broker-dealer
               and, if necessary, the Fund, relating to compliance with the
               rules of the Options Clearing Corporation or of any registered
               national securities exchange or similar organization or
               organizations, receive and retain confirmations or other
               documents, if any, evidencing the purchase or writing of an
               option on a security or securities index or other financial
               instrument or index by the Fund; deposit and maintain in a
               segregated account for each Fund separately, either physically or
               by book-entry in a Securities System, securities subject to a
               covered call option written by the Fund; and release and/or
               transfer such securities or other assets only in accordance with
               a notice or other communication evidencing the expiration,
               termination or exercise of such covered option furnished by the
               Options Clearing Corporation, the securities or options exchange
               on which such covered option is traded or such other organization
               as may be responsible for handling such options transactions. The
               Custodian and the broker-dealer shall be responsible for the
               sufficiency of assets held in each Fund's segregated account in
               compliance with applicable margin maintenance requirements.

               2. FUTURES CONTRACTS. The Custodian shall, upon receipt of proper
               instructions, receive and retain confirmations and other
               documents, if any, evidencing the purchase or sale of a futures
               contract or an option on a futures contract by the Fund; deposit
               and maintain in a segregated account, for the benefit of any
               futures commission merchant, assets designated by the Fund as
               initial, maintenance or variation "margin" deposits (including
               mark-to-market payments) intended to secure the Fund's
               performance of its obligations under any futures contracts
               purchased or sold or any options on futures contracts written by
               Fund, in accordance with the provisions of any agreement or
               agreements among the Fund, the Custodian and such futures
               commission merchant, designed to comply with the rules of the
               Commodity Futures Trading Commission and/or of any contract
               market or commodities exchange or similar organization regarding
               such margin deposits or payments; and release and/or transfer
               assets in such margin accounts only in accordance with any such
               agreements or rules. The Custodian and the futures commission
               merchant shall be responsible for the sufficiency of assets held
               in the segregated account in compliance with the applicable
               margin maintenance and mark-to-market payment requirements.


                                      -16-

<PAGE>

               3. FOREIGN EXCHANGE TRANSACTIONS. The Custodian shall, pursuant
               to proper instructions, enter into or cause a subcustodian to
               enter into foreign exchange contracts or options to purchase and
               sell foreign currencies for spot and future delivery on behalf
               and for the account of the Fund. Such transactions may be
               undertaken by the Custodian or subcustodian with such banking or
               financial institutions or other currency brokers, as set forth in
               proper instructions. Foreign exchange contracts and options shall
               be deemed to be portfolio securities of the Fund; and
               accordingly, the responsibility of the Custodian therefor shall
               be the same as and no greater than the Custodian's responsibility
               in respect of other portfolio securities of the Fund. The
               Custodian shall be responsible for the transmittal to and receipt
               of cash from the currency broker or banking or financial
               institution with which the contract or option is made, the
               maintenance of proper records with respect to the transaction and
               the maintenance of any segregated account required in connection
               with the transaction. The Custodian shall have no duty with
               respect to the selection of the currency brokers or banking or
               financial institutions with which the Fund deals or for their
               failure to comply with the terms of any contract or option.
               Without limiting the foregoing, it is agreed that upon receipt of
               proper instructions and insofar as funds are made available to
               the Custodian for the purpose, the Custodian may (if determined
               necessary by the Custodian to consummate a particular transaction
               on behalf and for the account of the Fund) make free outgoing
               payments of cash in the form of U.S. dollars or foreign currency
               before receiving confirmation of a foreign exchange contract or
               confirmation that the counter value currency completing the
               foreign exchange contact has been delivered or received. The
               Custodian shall not be responsible for any costs and interest
               charges which may be incurred by the Fund or the Custodian as a
               result of the failure or delay of third parties to deliver
               foreign exchange; provided that the Custodian shall nevertheless
               be held to the standard of care set forth in, and shall be liable
               to the Fund in accordance with, the provisions of Section 8.

     V.   ACTIONS PERMITTED WITHOUT EXPRESS AUTHORITY. The Custodian may in its
          discretion, without express authority from the Fund:

               1)   make payments to itself or others for minor expenses of
                    handling securities or other similar items relating to its
                    duties under this Agreement, PROVIDED, that all such
                    payments shall be accounted for by the Custodian to the
                    Treasurer of the Fund;

               2)   surrender securities in temporary form for securities in
                    definitive form;

               3)   endorse for collection, in the name of the Fund, checks,
                    drafts and other negotiable instruments; and

               4)   in general, attend to all nondiscretionary details in
                    connection with the sale, exchange, substitution, purchase,
                    transfer and other dealings with the securities and property
                    of the Fund except as otherwise directed by the Fund.


                                      -17-

<PAGE>

     W.   ADVANCES BY THE BANK. The Bank may, in its sole discretion, advance
          funds on behalf of the Fund to make any payment permitted by this
          Agreement upon receipt of any proper authorization required by this
          Agreement for such payments by the Fund. Should such a payment or
          payments, with advanced funds, result in an overdraft (due to
          insufficiencies of the Fund's account with the Bank, or for any other
          reason) this Agreement deems any such overdraft or related
          indebtedness a loan made by the Bank to the Fund payable on demand.
          Such overdraft shall bear interest at the current rate charged by the
          Bank for such secured loans unless the Fund shall provide the Bank
          with agreed upon compensating balances. The Fund agrees that the Bank
          shall have a continuing lien and security interest to the extent of
          any overdraft or indebtedness or the extent required by law, whichever
          is greater, in and to any property at any time held by it for the
          Fund's benefit or in which the Fund has an interest and which is then
          in the Bank's possession or control (or in the possession or control
          of any third party acting on the Bank's behalf). The Fund authorizes
          the Bank, in the Bank's sole discretion, at any time to charge any
          overdraft or indebtedness, together with interest due thereon, against
          any balance of account standing to the credit of the Fund on the
          Bank's books.

4.   DUTIES OF BANK WITH RESPECT TO BOOKS OF ACCOUNT AND CALCULATIONS OF NET
     ASSET VALUE

     The Bank shall as Agent (or as Custodian, as the case may be) keep such
books of account (including records showing the adjusted tax costs of the Fund's
portfolio securities) and render as at the close of business on each day a
detailed statement of the amounts received or paid out and of securities
received or delivered for the account of the Fund during said day and such other
statements, including a daily trial balance and inventory of the Fund's
portfolio securities; and shall furnish such other financial information and
data as from time to time requested by the Treasurer or any executive officer of
the Fund; and shall compute and determine, as of the close of business of the
New York Stock Exchange, or at such other time or times as the Board may
determine, the net asset value of a Share in the Fund, such computation and
determination to be made in accordance with the governing documents of the Fund
and the votes and instructions of the Board at the time in force and applicable,
and promptly notify the Fund and its investment adviser and such other persons
as the Fund may request of the result of such computation and determination. In
computing the net asset value the Custodian may rely upon security quotations
received by telephone or otherwise from sources or pricing services designated
by the Fund by proper instructions, and may further rely upon information
furnished to it by any authorized officer of the Fund relative (a) to
liabilities of the Fund not appearing on its books of account, (b) to the
existence, status and proper treatment of any reserve or reserves, (c) to any
procedures established by the Board regarding the valuation of portfolio
securities, and (d) to the value to be assigned to any bond, note, debenture,
Treasury bill, repurchase agreement, subscription right, security, participation
interests or other asset or property for which market quotations are not readily
available.

5.   RECORDS AND MISCELLANEOUS DUTIES

     The Bank shall create, maintain and preserve all records relating to its
activities and obligations under this Agreement in such manner as will meet the
obligations of the Fund under the Investment Company Act of 1940, with
particular attention to Section 31 thereof and Rules 31a-1 and 31a-2 thereunder,
applicable federal and state tax laws and any other law or administrative rules
or procedures which may be applicable to the Fund. All books of account and
records maintained by the Bank in connection with the performance of its duties
under this Agreement shall be the property of the Fund, shall at all times
during the regular business hours of the Bank be open for inspection by
authorized officers, employees or agents of the Fund, and in the event of


                                      -18-

<PAGE>

termination of this Agreement shall be delivered to the Fund or to such other
person or persons as shall be designated by the Fund. Disposition of any account
or record after any required period of preservation shall be only in accordance
with specific instructions received from the Fund. The Bank shall assist
generally in the preparation of reports to shareholders, to the Securities and
Exchange Commission, including Forms N-SAR and N-1Q, to state "blue sky"
authorities and to others, audits of accounts, and other ministerial matters of
like nature; and, upon request, shall furnish the Fund's auditors with an
attested inventory of securities held with appropriate information as to
securities in transit or in the process of purchase or sale and with such other
information as said auditors may from time to time request. The Custodian shall
also maintain records of all receipts, deliveries and locations of such
securities, together with a current inventory thereof, and shall conduct
periodic verifications (including sampling counts at the Custodian) of
certificates representing bonds and other securities for which it is responsible
under this Agreement in such manner as the Custodian shall determine from time
to time to be advisable in order to verify the accuracy of such inventory. The
Bank shall not disclose or use any books or records it has prepared or
maintained by reason of this Agreement in any manner except as expressly
authorized herein or directed by the Fund, and the Bank shall keep confidential
any information obtained by reason of this Agreement.

6.   OPINION OF FUND'S INDEPENDENT PUBLIC ACCOUNTANTS

     The Custodian shall take all reasonable action, as the Fund may from time
to time request, to enable the Fund to obtain from year to year favorable
opinions from the Fund's independent public accountants with respect to its
activities hereunder in connection with the preparation of the Fund's
registration statement and Form N-SAR or other periodic reports to the
Securities and Exchange Commission and with respect to any other requirements of
such Commission.

7.   COMPENSATION AND EXPENSES OF BANK

     The Bank shall be entitled to reasonable compensation for its services as
Custodian and Agent, as agreed upon from time to time between the Fund and the
Bank. The Bank shall be entitled to receive from the Fund on demand
reimbursement for its cash disbursements, expenses and charges, including
counsel fees, in connection with its duties as Custodian and Agent hereunder,
but excluding salaries and usual overhead expenses.

8.   RESPONSIBILITY OF BANK

     So long as and to the extent that it is in the exercise of reasonable care,
the Bank as Custodian and Agent shall be held harmless in acting upon any
notice, request, consent, certificate or other instrument reasonably believed by
it to be genuine and to be signed by the proper party or parties.

     The Bank as Custodian and Agent shall be entitled to rely on and may act
upon advice of counsel (who may be counsel for the Fund) on all matters, and
shall be without liability for any action reasonably taken or omitted pursuant
to such advice.

     The Bank as Custodian and Agent shall be held to the exercise of reasonable
care in carrying out the provisions of this Agreement but shall be liable only
for its own negligent or bad faith acts or failures to act. Notwithstanding the
foregoing, nothing contained in this paragraph is intended to nor shall it be
construed to modify the standards of care and responsibility set forth in
Section 2 hereof with respect to subcustodians and in subparagraph f of
Paragraph L of Section 3 hereof with respect to Securities Systems and in


                                      -19-

<PAGE>

subparagraph g of Paragraph M of Section 3 hereof with respect to an Approved
Book-Entry System for Commercial Paper.

     The Custodian shall be liable for the acts or omissions of a foreign
banking institution to the same extent as set forth with respect to
subcustodians generally in Section 2 hereof, provided that, regardless of
whether assets are maintained in the custody of a foreign banking institution, a
foreign securities depository or a branch of a U.S. bank, the Custodian shall
not be liable for any loss, damage, cost, expense, liability or claim resulting
from, or caused by, the direction of or authorization by the Fund to maintain
custody of any securities or cash of the Fund in a foreign county including, but
not limited to, losses resulting from nationalization, expropriation, currency
restrictions, acts of war, civil war or terrorism, insurrection, revolution,
military or usurped powers, nuclear fission, fusion or radiation, earthquake,
storm or other disturbance of nature or acts of God.

     If the Fund requires the Bank in any capacity to take any action with
respect to securities, which action involves the payment of money or which
action may, in the opinion of the Bank, result in the Bank or its nominee
assigned to the Fund being liable for the payment of money or incurring
liability of some other form, the Fund, as a prerequisite to requiring the
Custodian to take such action, shall provide indemnity to the Custodian in an
amount and form satisfactory to it.

9.   PERSONS HAVING ACCESS TO ASSETS OF THE FUND

     (i) No trustee, director, general partner, officer, employee or agent of
the Fund shall have physical access to the assets of the Fund held by the
Custodian or be authorized or permitted to withdraw any investments of the Fund,
nor shall the Custodian deliver any assets of the Fund to any such person. No
officer or director, employee or agent of the Custodian who holds any similar
position with the Fund or the investment adviser of the Fund shall have access
to the assets of the Fund.

     (ii) Access to assets of the Fund held hereunder shall only be available to
duly authorized officers, employees, representatives or agents of the Custodian
or other persons or entities for whose actions the Custodian shall be
responsible to the extent permitted hereunder, or to the Fund's independent
public accountants in connection with their auditing duties performed on behalf
of the Fund.

     (iii) Nothing in this Section 9 shall prohibit any officer, employee or
agent of the Fund or of the investment adviser of the Fund from giving
instructions to the Custodian or executing a certificate so long as it does not
result in delivery of or access to assets of the Fund prohibited by paragraph
(i) of this Section 9.

10.  EFFECTIVE PERIOD, TERMINATION AND AMENDMENT; SUCCESSOR CUSTODIAN

     This Agreement shall become effective as of its execution, shall continue
in full force and effect until terminated by either party after August 31, 2000
by an instrument in writing delivered or mailed, postage prepaid to the other
party, such termination to take effect not sooner than sixty (60) days after the
date of such delivery or mailing; PROVIDED, that the Fund may at any time by
action of its Board, (i) substitute another bank or trust company for the
Custodian by giving notice as described above to the Custodian in the event the
Custodian assigns this Agreement to another party without consent of the
noninterested Trustees of the Funds, or (ii) immediately terminate this
Agreement in the event of the appointment of a conservator or receiver for the
Custodian by the Federal Deposit Insurance Corporation or by the Banking
Commissioner of The Commonwealth of Massachusetts or upon the happening of a
like event at the direction of an appropriate regulatory agency or court of
competent jurisdiction. Upon termination of the Agreement, the Fund shall pay to


                                      -20-

<PAGE>

the Custodian such compensation as may be due as of the date of such termination
(and shall likewise reimburse the Custodian for its costs, expenses and
disbursements).

     This Agreement may be amended at any time by the written agreement of the
parties hereto. If a majority of the non-interested trustees of any of the Funds
determines that the performance of the Custodian has been unsatisfactory or
adverse to the interests of shareholders of any Fund or Funds or that the terms
of the Agreement are no longer consistent with publicly available industry
standards, then the Fund or Funds shall give written notice to the Custodian of
such determination and the Custodian shall have 60 days to (1) correct such
performance to the satisfaction of the non-interested trustees or (2)
renegotiate terms which are satisfactory to the non-interested trustees of the
Funds. If the conditions of the preceding sentence are not met then the Fund or
Funds may terminate this Agreement on sixty (60) days written notice.

     The Board of the Fund shall, forthwith, upon giving or receiving notice of
termination of this Agreement, appoint as successor custodian, a bank or trust
company having the qualifications required by the Investment Company Act of 1940
and the Rules thereunder. The Bank, as Custodian, Agent or otherwise, shall,
upon termination of the Agreement, deliver to such successor custodian, all
securities then held hereunder and all funds or other properties of the Fund
deposited with or held by the Bank hereunder and all books of account and
records kept by the Bank pursuant to this Agreement, and all documents held by
the Bank relative thereto. In the event that no written order designating a
successor custodian shall have been delivered to the Bank on or before the date
when such termination shall become effective, then the Bank shall not deliver
the securities, funds and other properties of the Fund to the Fund but shall
have the right to deliver to a bank or trust company doing business in Boston,
Massachusetts of its own selection meeting the above required qualifications,
all funds, securities and properties of the Fund held by or deposited with the
Bank, and all books of account and records kept by the Bank pursuant to this
Agreement, and all documents held by the Bank relative thereto. Thereafter such
bank or trust company shall be the successor of the Custodian under this
Agreement.

11.  INTERPRETIVE AND ADDITIONAL PROVISIONS

     In connection with the operation of this Agreement, the Custodian and the
Fund may from time to time agree on such provisions interpretive of or in
addition to the provisions of this Agreement as may in their joint opinion be
consistent with the general tenor of this Agreement. Any such interpretive or
additional provisions shall be in a writing signed by both parties and shall be
annexed hereto, PROVIDED that no such interpretive or additional provisions
shall contravene any applicable federal or state regulations or any provision of
the governing instruments of the Fund. No interpretive or additional provisions
made as provided in the preceding sentence shall be deemed to be an amendment of
this Agreement.

12.  NOTICES

     Notices and other writings delivered or mailed postage prepaid to the Fund
addressed to 24 Federal Street, Boston, Massachusetts 02110, or to such other
address as the Fund may have designated to the Bank, in writing, or to Investors
Bank & Trust Company, 24 Federal Street, Boston, Massachusetts 02110, shall be
deemed to have been properly delivered or given hereunder to the respective
addressees.

13.  MASSACHUSETTS LAW TO APPLY

     This Agreement shall be construed and the provisions thereof interpreted
under and in accordance with the laws of The Commonwealth of Massachusetts.


                                      -21-

<PAGE>

     If the Fund is a Massachusetts business trust, the Custodian expressly
acknowledges the provision in the Fund's declaration of Trust limiting the
personal liability of the trustees and shareholders of the Fund; and the
Custodian agrees that it shall have recourse only to the assets of the Fund for
the payment of claims or obligations as between the Custodian and the Fund
arising out of this Agreement, and the Custodian shall not seek satisfaction of
any such claim or obligation from the trustees or shareholders of the Fund.

14.  ADOPTION OF THE AGREEMENT BY THE FUND

     The Fund represents that its Board has approved this Agreement and has duly
authorized the Fund to adopt this Agreement, such adoption to be evidenced by a
letter agreement between the Fund and the Bank reflecting such adoption, which
letter agreement shall be dated and signed by a duly authorized officer of the
Fund and duly authorized officer of the Bank. This Agreement shall be deemed to
be duly executed and delivered by each of the parties in its name and behalf by
its duly authorized officer as of the date of such letter agreement, and this
Agreement shall be deemed to supersede and terminate, as of the date of such
letter agreement, all prior agreements between the Fund and the Bank relating to
the custody of the Fund's assets.

                                    * * * * *


                                      -22-
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(K)(1)
<SEQUENCE>11
<FILENAME>b56372a1exv99wxkyx1y.txt
<DESCRIPTION>SUPPLEMENT TO THE TRANSFER AGENCY AND SERVICES AGREEMENT
<TEXT>
<PAGE>
                                                                  Exhibit (k)(1)

Eaton Vance Tax-Managed Global Buy-Write Opportunities Fund
The Eaton Vance Building
255 State Street
Boston, MA 02109
(617) 482-8260

                                        April 18, 2005

PFPC Inc.
4400 Computer Drive
Westborough, MA 01581-5120
Attn: President

     Re: Eaton Vance Tax-Managed Global Buy-Write Opportunities Fund

Dear Sirs:

Please be advised that, pursuant to Trustee action taken on April 18, 2005, your
firm was appointed transfer and dividend disbursing agent for Eaton Vance
Tax-Managed Global Buy-Write Opportunities Fund. Accordingly, pursuant to
Sections 10(e) and 12(a) of that certain Amended and Restated Transfer Agency
and Services Agreement dated as of June 16, 2003, by and between PFPC Inc. and
each of the various Eaton Vance Funds listed on Exhibit 1 thereto (the
"Agreement"), you are hereby notified that Eaton Vance Tax-Managed Global
Buy-Write Opportunities Fund has been added as a party to the Agreement and that
Exhibit 1 and Schedule B to the Agreement (as attached hereto) are hereby
restated in their entirety.

                                        Eaton Vance Tax-Managed Global Buy-Write
                                        Opportunities Fund


                                        By: /s/ Duncan W. Richardson
                                            ------------------------------------
                                            Duncan W. Richardson
                                            President

Accepted and Acknowledged:

PFPC Inc.


By: /s/ Michael G. McCarthy
    ---------------------------------
    Michael G. McCarthy
    Authorized Officer

<PAGE>

                                                                       EXHIBIT 1

                                  LIST OF FUNDS
                             RESTATED APRIL 18, 2005

Eaton Vance Municipal Income Trust
Eaton Vance California Municipal Income Trust
Eaton Vance Florida Municipal Income Trust
Eaton Vance Massachusetts Municipal Income Trust
Eaton Vance Michigan Municipal Income Trust
Eaton Vance New Jersey Municipal Income Trust
Eaton Vance New York Municipal Income Trust
Eaton Vance Ohio Municipal Income Trust
Eaton Vance Pennsylvania Municipal Income Trust

Eaton Vance Insured Municipal Bond Fund
Eaton Vance Insured California Municipal Bond Fund
Eaton Vance Insured New York Municipal Bond Fund

Eaton Vance Insured Municipal Bond Fund II
Eaton Vance Insured California Municipal Bond Fund II
Eaton Vance Insured Florida Municipal Bond Fund
Eaton Vance Insured Massachusetts Municipal Bond Fund
Eaton Vance Insured Michigan Municipal Bond Fund
Eaton Vance Insured New Jersey Municipal Bond Fund
Eaton Vance Insured New York Municipal Bond Fund II
Eaton Vance Insured Ohio Municipal Bond Fund
Eaton Vance Pennsylvania Municipal Bond Fund

Eaton Vance Limited Duration Income Fund

Eaton Vance Tax-Advantaged Dividend Income Fund

Eaton Vance Senior Floating-Rate Trust

Eaton Vance Tax-Advantaged Global Dividend Income Fund

Eaton Vance Tax-Advantaged Global Dividend Opportunities Fund

Eaton Vance Floating-Rate Income Trust

Eaton Vance Enhanced Equity Income Fund

Eaton Vance Enhanced Equity Income Fund II

Eaton Vance Short Duration Diversified Income Fund

Eaton Vance Global Enhanced Equity Income Fund

Eaton Vance Tax-Managed Buy-Write Income Fund

Eaton Vance Tax-Managed Global Buy-Write Opportunities Fund

<PAGE>

                                   SCHEDULE B

                             RESTATED APRIL 18, 2005

                                  FEE SCHEDULE

1.   Initial Public Offering Fees

     IPO Project Administration Fee:          $3,000 per Fund

     IPO Project Administration Fee covers:

          Issuance of up to 1,000 certificates - Issuance of certificates in
          excess of 1,000 to be billed at $2.00 per certificate

          Administration coordination with IPO client, underwriter and legal
          representatives

          Attendance at closing (out of pocket expenses associated with such
          attendance will be billed as incurred)

          Set-up, testing and implementation of electronic settlement and
          delivery of shares through The Depository Trust Company

2.   Over-allotment Fee:   $1,000 per Fund

          Applies in the event that the underwriters elect to exercise an
          over-allotment option which requires a second closing

3.   Standard Service Fee:

     (a)  The following standard service fees shall apply with respect to the
          shares offered by:
               Eaton Vance Insured Municipal Bond Fund;
               Eaton Vance Insured California Municipal Bond Fund;
               Eaton Vance Insured New York Municipal Bond Fund;
               Eaton Vance Limited Duration Income Fund;
               Eaton Vance Tax-Advantaged Dividend Income Fund;
               Eaton Vance Senior Floating-Rate Trust;
               Eaton Vance Tax-Advantaged Global Dividend Income Fund;
               Eaton Vance Tax-Advantaged Global Dividend Opportunities Fund;
               Eaton Vance Floating-Rate Income Trust;
               Eaton Vance Enhanced Equity Income Fund; and
               Eaton Vance Enhanced Equity Income Fund II
               Eaton Vance Short Duration Diversified Income Fund
               Eaton Vance Global Enhanced Equity Income Fund
               Eaton Vance Tax-Managed Buy-Write Income Fund
               Eaton Vance Tax-Managed Global Buy-Write Opportunities Fund

          Annual Service Fee:    $15.00 Per Account
          Monthly Minimum Fee:   $5,000.00

<PAGE>

     (b)  The following standard service fees shall apply with respect to the
          shares offered by:
               Eaton Vance Municipal Income Trust;
               Eaton Vance California Municipal Income Trust;
               Eaton Vance Florida Municipal Income Trust;
               Eaton Vance Massachusetts Municipal Income Trust;
               Eaton Vance Michigan Municipal Income Trust;
               Eaton Vance New Jersey Municipal Income Trust;
               Eaton Vance New York Municipal Income Trust;
               Eaton Vance Ohio Municipal Income Trust; and
               Eaton Vance Pennsylvania Municipal Income Trust.

          Each Fund shall pay 9 basis points annually on the average daily net
          assets, paid monthly, in arrears, with respect to the shares offered
          by the Fund.

    (c)   The  following  standard  service fees shall apply with respect to the
          shares offered by:
               Eaton Vance Insured Municipal Bond Fund II;
               Eaton Vance Insured California Municipal Bond Fund II;
               Eaton Vance Insured Florida Municipal Bond Fund;
               Eaton Vance Insured Massachusetts Municipal Bond Fund;
               Eaton Vance Insured Michigan Municipal Bond Fund;
               Eaton Vance Insured New Jersey Municipal Bond Fund;
               Eaton Vance Insured New York Municipal Bond Fund II;
               Eaton Vance Insured Ohio Municipal Bond Fund; and
               Eaton Vance Insured Pennsylvania Municipal Bond Fund.

          Each Fund shall pay 7.5 basis points annually on the average daily net
          assets, paid monthly, in arrears, with respect to the shares offered
          by the Fund.

After the one year anniversary of the effective date of this Agreement, PFPC may
adjust the above fees once per calendar year, upon thirty (30) days prior
written notice in an amount not to exceed the cumulative percentage increase in
the Consumer Price Index for All Urban Consumers (CPI-U) U.S. City Average, All
items (unadjusted) - (1982-84=100), published by the U.S. Department of Labor
since the last such adjustment in the Fund's monthly fees (or the Effective Date
absent a prior such adjustment).
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(K)(2)
<SEQUENCE>12
<FILENAME>b56372a1exv99wxkyx2y.txt
<DESCRIPTION>AMENDED AND RESTATED TRANSFER AGENCY AND SERVICES AGREEMENT
<TEXT>
<PAGE>
                                                                  Exhibit (k)(2)

                              AMENDED AND RESTATED
                     TRANSFER AGENCY AND SERVICES AGREEMENT

     The AGREEMENT dated as of December 21, 1998, between each registered
investment company listed on Exhibit 1 hereof (as may be amended from time to
time) (each a "Fund"), each being a voluntary association commonly known as a
"Massachusetts business trust" having its principal place of business at 24
Federal Street, Boston, MA 02110, and PFPC Inc. (formerly, First Data Investor
Services Group, Inc.) (the "Transfer Agent" or "PFPC"), a Massachusetts
corporation with principal offices at 4400 Computer Drive, Westboro,
Massachusetts 01581, as previously amended and restated on June 16, 2003, as
amended (the "Original Agreement"), is hereby amended and restated by this
AMENDED AND RESTATED TRANSFER AGENCY AND SERVICES AGREEMENT, dated as of June
16, 2005 (the "Agreement").

                                   WITNESSETH:

     WHEREAS, the parties hereto desire to enter into this Agreement in order to
(i) amend Schedule B attached to the Original Agreement, and (ii) amend and
restate the Original Agreement in its entirety; and

     WHEREAS, each Fund desires to retain PFPC as its transfer agent, dividend
disbursing agent and agent in connection with certain other activities, and PFPC
desires to provide such services on the terms herein.

     NOW, THEREFORE, in consideration of the mutual covenants and promises
hereinafter set forth, each Fund and PFPC agree as follows:

     1. DEFINITIONS. Whenever used in this Agreement, the following words and
phrases, unless the context otherwise requires, shall have the following
meanings:

     (a) "Articles of Organization" shall mean the Articles of Organization,
Declaration of Trust or other charter document of the Fund, as the same may be
amended from time to time;

     (b) "Authorized Person" shall be deemed to include any person duly
authorized to give Oral Instructions or Written Instructions on behalf of the
Fund as indicated in writing to PFPC from time to time;

     (c) "Commission" shall mean the Securities and Exchange Commission;

     (d) "Counsel" shall mean (i) outside legal counsel of the Fund in its
capacity as such and (ii) outside legal counsel of PFPC if such counsel has been
specifically authorized by an Authorized Person of the Fund to render its
opinion on the matter that has arisen;

     (e) "Custodian" refers to the custodian and any sub-custodian of all
securities and other property which the Fund may from time to time deposit, or
cause to be deposited or held under the name or account of such custodian duly
engaged by the Fund;

     (f) "Trustees" or "Board of Trustees" refers to the duly elected Trustees
or Directors of the Fund;

     (g) "Oral Instructions" shall mean instructions, other than Written
Instructions, actually received by PFPC from a person reasonably believed by
PFPC to be an Authorized Person;


                                                                               1

<PAGE>

     (h) "Prospectus" shall mean the Fund's current prospectus and statement of
additional information, including any supplements thereto, relating to the
registration of the Fund's Shares under the Securities Act of 1933, as amended,
and the 1940 Act;

     (i) "Shares" refers to the shares of beneficial interest or common stock of
the Fund (which may be divided into classes);

     (j) "Shareholder" means a record owner of Shares;

     (k) "Written Instructions" means any written communication signed by an
Authorized Person and actually received by PFPC, and shall include manually
executed originals and authorized electronic transmissions of such originals
(including telefacsimile); and

     (l) The "1940 Act" refers to the Investment Company Act of 1940 and the
rules and regulations promulgated thereunder, all as amended from time to time.

     2. APPOINTMENT OF PFPC. The Fund hereby appoints PFPC as transfer agent for
its Shares and as shareholder servicing agent for the Fund, and PFPC accepts
such appointment and agrees to perform the duties hereinafter set forth.

     3. DUTIES OF PFPC.

     (a) PFPC shall be responsible for administering and/or performing transfer
agent functions; for acting as service agent in connection with dividend and
distribution functions; and for performing shareholder account and
administrative agent functions in connection with the issuance and transfer
(including coordination with the Custodian) of Shares. Such duties are described
in the written Schedule of Duties of PFPC annexed hereto as Schedule A. PFPC
shall also act in accordance with the terms of the Prospectus of the Fund,
applicable law and the procedures established from time to time between PFPC and
the Fund.

     (b) PFPC shall record the issuance of Shares and maintain pursuant to Rule
17Ad-10(e) under the Securities Act of 1934 a record of the total number of
Shares of the Fund which are authorized (with due authorization based upon data
provided by the Fund), issued and outstanding. PFPC shall provide the Fund on a
regular basis with such information but shall have no obligation, when recording
the issuance of Shares, to monitor the legality of issuance of Shares or to take
cognizance of any laws relating to the proper issue or sale of such Shares,
which functions shall be the sole responsibility of the Fund (or its
administrator).

     (c) PFPC shall serve as agent for Shareholders pursuant to the Fund's
dividend reinvestment plan, as amended from time to time.

     (d) PFPC acknowledges that the Funds' administrator, Eaton Vance Management
("EVM"), currently employs personnel to provide shareholders with, among other
things, information regarding their accounts and transaction procedures of PFPC.
PFPC acknowledges that EVM is not responsible for transfer agency services to
the Fund. In the event PFPC determines that a particular transaction requested
by a shareholder cannot be processed because it is not permitted by law or
procedures established hereby but EVM or Fund personnel desire the transaction
to be so processed, then PFPC shall nonetheless process the transaction if EVM
provides a standard form indemnification to PFPC. At the request of EVM, PFPC
shall provide a written explanation for its decision.


                                                                               2

<PAGE>

     4. RECORDKEEPING, AND OTHER INFORMATION.

     (a) PFPC shall create and maintain all records required of it pursuant to
its duties hereunder and as set forth in Schedule A in accordance with all
applicable laws, rules and regulations, including records required by Section
31(a) of the 1940 Act and the rules thereunder. Where applicable, such records
shall be maintained by PFPC for the periods and the places required by Rule
31a-2 under the 1940 Act.

     (b) PFPC agrees that all such records prepared or maintained by PFPC
relating to the services to be performed by PFPC hereunder are the property of
the Fund, and will be surrendered promptly to the Fund on and in accordance with
the Fund's request.

     (c) In case of any requests or demands for the inspection of Shareholder
records of the Fund by third parties, PFPC will endeavor to notify the Fund of
such request and secure Written Instructions as to the handling of such request.
PFPC reserves the right, however, to exhibit the Shareholder records to any
person whenever it is required to do so by law.

     5. FUND INSTRUCTIONS - LIMITATIONS OF LIABILITY.

     (a) PFPC will have no liability when acting in conformance with Written or
Oral Instructions reasonably believed to have been executed or orally
communicated by an Authorized Person and will not be held to have any notice of
any change of authority of any person until receipt of a Written Instruction
thereof from the Fund. PFPC will also have no liability when processing Share
certificates which it reasonably believes them to bear the proper manual or
facsimile signatures of the Officers of the Fund and the proper countersignature
of PFPC.

     (b) At any time, PFPC may apply to any Authorized Person of the Fund for
Written Instructions and may, after obtaining prior oral or written approval by
an Authorized Person, seek advise from Counsel with respect to any matter
arising in connection with this Agreement, and it shall not be liable for any
action taken or not taken or suffered by it in good faith in accordance with
such Written Instructions or in accordance with this opinion of Counsel. Written
Instructions requested by PFPC will be provided by the Fund within a reasonable
period of time. In addition, PFPC, its Officers, agents or employees, shall
accept Oral Instructions or Written Instructions given to them by any person
representing or acting on behalf of the Fund only if said representative is
known by PFPC, or its Officers, agents or employees, to be an Authorized Person.
PFPC shall have no duty or obligation to inquire into, nor shall PFPC be
responsible for, the legality of any act done by it upon the request or
direction of an Authorized Person.

     (c) Notwithstanding any of the foregoing provisions of this Agreement, PFPC
shall be under no duty or obligation to inquire into, and shall not be liable
for: (i) the legality of the issuance or sale of any Shares or the sufficiency
of the amount to be received therefor; (ii) the propriety of the amount per
share to be paid on any redemption; (iii) the legality of the declaration of any
dividend by the Trustees, or the legality of the issuance of any Shares in
payment of any dividend; or (iv) the legality of any recapitalization or
readjustment of the Shares.

     (d) PFPC will not be liable or responsible for delays or errors by reason
of circumstances beyond its control, including acts of civil or military
authority, national emergencies, fire, mechanical breakdown beyond its control,
flood, acts of God, insurrection, war, riots, and loss of communication or power
supply, provided, however, that PFPC shall have acted in accordance with its
Disaster Recovery Plan previously provided to the Eaton Vance Group of Funds,
which may be amended from time to time by agreement of the Fund and PFPC.


                                                                               3

<PAGE>

     6. COMPENSATION.

     (a) The Fund will compensate PFPC for the performance of its obligations
hereunder in accordance with the fees set forth in the written schedule of fees
annexed hereto as Schedule B and incorporated herein.

     (b) Out-of-pocket disbursements shall mean the items specified in the
written schedule of out-of-pocket charges annexed hereto as Schedule C and
incorporated herein. Reimbursement by the Fund for such out-of-pocket
disbursements incurred by PFPC in any month shall be made as soon as practicable
after the receipt of an itemized bill from PFPC. Reimbursement by the Fund for
expenses other than those specified in Schedule C shall be upon mutual agreement
of the parties as provided in Schedule C.

     (c) PFPC will bill the Fund as soon as practicable after the end of each
calendar month, and said billings will be detailed in accordance with Schedule
B. The Fund will promptly pay to PFPC the amount of such billing.

     (d) The parties agree to review at least annually at a Trustees' meeting of
the Fund the services provided, cost thereof, and fees and expenses charged,
including comparative information regarding the transfer agency industry. The
compensation agreed to hereunder may be adjusted from time to time by attaching
to this Agreement a revised Schedule, dated and executed by the parties hereto.

     7. DOCUMENTS. In connection with the appointment of PFPC, the Fund shall
upon request, on or before the date this Agreement goes into effect, but in any
case within a reasonable period of time for PFPC to prepare to perform its
duties hereunder, furnish PFPC with the following documents:

     (a) A certified copy of the Articles of Organization and By-Laws of the
Fund, as amended;

     (b) A copy of the resolution of the Trustees authorizing the execution and
delivery of this Agreement;

     (c) If applicable, a specimen of the certificate for Shares of the Fund in
the form approved by the Trustees, with a certificate of an Officer of the Fund
as to such approval;

     (d) All account application forms and other documents relating to
Shareholder accounts or to any plan, program or service offered by the Fund; and

     (e) With respect to any Fund previously serviced by another transfer agent,
to the extent practicable a certified list of Shareholders of the Fund with the
name, address and taxpayer identification number of each Shareholder, and the
number of shares of the Fund held by each, certificate numbers and denominations
(if any certificates have been issued), lists of any accounts against which stop
transfer orders have been placed, together with the reasons therefor, and the
number of Shares redeemed by the Fund.

     8. REPRESENTATIONS AND WARRANTIES.

     (a) PFPC represents and warrants to the Fund that:

     (i) it is a corporation duly organized, existing and in good standing under
the laws of the Commonwealth of Massachusetts;


                                                                               4

<PAGE>

     (ii) it is empowered under applicable laws and by its Articles of
Incorporation and By-Laws to enter into and perform this Agreement;

     (iii) all requisite corporate proceedings have been taken to authorize it
to enter into this Agreement;

     (iv) PFPC will maintain its registration as a transfer agent as provided in
Section 17A(c) of the Securities Act of 1934, as amended, (the "1934 Act") and
shall comply with all applicable provisions of Section 17A of the 1934 Act and
the rules promulgated thereunder, as may be amended from time to time, including
rules relating to record retention;

     (v) it has and will continue to have access to the necessary facilities,
equipment and personnel to perform its duties and obligations under this
Agreement;

     (vi) to the best of its knowledge, the various procedures and systems which
PFPC has implemented or will implement with regard to safeguarding from loss or
damage attributable to fire, theft or any other cause (including provision for
24 hours-a-day restricted access) of the Fund's records and other data and
PFPC's records, data, equipment, facilities and other property used in the
performance of its obligations hereunder are adequate and that it will make such
changes therein from time to time as in its judgment are required for the secure
performance of its obligations hereunder. The parties shall review such systems
and procedures on a periodic basis; and

     (vii) it maintains adequate insurance to enable it to continue its
operations as described herein. PFPC shall notify the Fund should any of its
insurance coverage as set forth in Schedule F attached hereto be changed for any
reason. Such notification shall include the date of change and reason or reasons
therefor. PFPC shall notify the Fund of any claims against it whether or not
they may be covered by insurance and shall notify the Fund from time to time as
may be appropriate, and at least within 30 days following the end of each fiscal
year of PFPC, of the total outstanding claims made by PFPC under its insurance
coverage.

     (b) The Fund represents and warrants to PFPC that:

     (i) it is duly organized, existing and in good standing under the laws of
the jurisdiction in which it is organized;

     (ii) it is empowered under applicable laws and by its Articles of
Incorporation and By-Laws to enter into this Agreement;

     (iii) all corporate proceedings required by said Articles of Incorporation,
By-Laws and applicable laws have been taken to authorize it to enter into this
Agreement;

     (iv) a registration statement under the Securities Act of 1933, as amended,
and/or the 1940 Act is currently effective and will remain effective, and all
appropriate state securities law filings have been made and will continue to be
made, with respect to all Shares of the Fund being offered for sale; and

     (v) all outstanding Shares are validly issued, fully paid and
non-assessable and when Shares are hereafter issued in accordance with the terms
of the Fund's Articles of Incorporation and its Prospectus, such Shares when
issued shall be validly issued, fully paid and non-assessable.


                                                                               5

<PAGE>

     9. DUTY OF CARE AND INDEMNIFICATION.

     (a) Each party shall fulfill its obligations hereunder by acting with
reasonable care and in good faith;

     (b) The Fund will indemnify PFPC against and hold it harmless from any and
all losses, claims, damages, liabilities or expenses (including reasonable
counsel fees and expenses) resulting from any claim, demand, action or suit not
resulting from the bad faith or negligence of PFPC, and arising out of, or in
connection with, its duties on behalf of the Fund hereunder. In addition, the
Fund will indemnify PFPC against and hold it harmless from any and all losses,
claims, damages, liabilities or expenses (including reasonable counsel fees and
expenses) resulting from any claim, demand, action or suit as a result of : (i)
any action taken in accordance with Written or Oral Instructions, or share
certificates reasonably believed by PFPC to be genuine and to be signed,
countersigned or executed, or orally communicated by an Authorized Person; (ii)
any action taken in accordance with written or oral advice reasonably believed
by PFPC to have been given by counsel for the Fund; or (iii) any action taken as
a result of any error or omission in any record which PFPC had no reasonable
basis to believe was inaccurate (including but not limited to magnetic tapes,
computer printouts, hard copies and microfilm copies) and was delivered, or
caused to be delivered, by the Fund to PFPC in connection with this Agreement;

     (c) PFPC will indemnify the Fund against and hold it harmless from any and
all losses, claims, damages, liabilities or expenses (including reasonable
counsel fees and expenses) resulting from any claim, demand, action or suit not
resulting from the bad faith or negligence of the Fund, or arising out of, or in
connection with, PFPC's breach of this Agreement;

     (d) In any case in which a party may be asked to indemnify or hold the
other party harmless, the indemnifying party shall be advised of all pertinent
facts concerning the situation in question and the party seeking indemnification
shall notify the indemnifying party promptly concerning any situation which
presents or appears likely to present a claim for indemnification. The
indemnifying party shall have the option to defend against any claim which may
be the subject of this indemnification and, in the event that the indemnifying
party so elects, such defense shall be conducted by counsel chosen by the
indemnifying party, and thereupon the indemnifying party shall take over
complete defense of the claim and the party seeking indemnification shall
sustain no further legal or other expenses in such situation for which it seeks
indemnification. The party seeking indemnification will not confess any claim or
make any compromise in any case in which the indemnifying party will be asked to
provide indemnification, except with the indemnifying party's prior written
consent; and

     (e) The obligations of the parties hereto under this Section shall survive
the termination of this Agreement.

     10. TERMS AND TERMINATION.

     (a) Either party may terminate this Agreement without cause on or after
June 16, 2008 by giving 180 days written notice to the other party;

     (b) Either party may terminate this Agreement if the other party has
materially breached the Agreement by giving the defaulting party 30 days written
notice and the defaulting party has failed to cure the breach within 60 days
thereafter; and


                                                                               6

<PAGE>

     (c) Any written notice of termination shall specify the date of
termination. The Fund shall provide notice of the successor transfer agent
within 30 days of the termination date. Upon termination, PFPC will deliver to
such successor a certified list of shareholders of the Fund (with names,
addresses and taxpayer identification of Social Security numbers and such other
federal tax information as PFPC may be required to maintain), an historical
record of the account of each shareholder and the status thereof, and all other
relevant books, records, correspondence, and other data established or
maintained by the books, records, correspondence, and other data established or
maintained by PFPC under this Agreement in the form reasonably acceptable to the
Fund, and will cooperate in the transfer of such duties and responsibilities,
including provisions for assistance from PFPC's personnel in the establishment
of books, records and other data by such successor or successors. PFPC shall be
entitled to its out-of-pocket expenses set forth in Schedule C incurred in the
delivery of such records net of the fees owed to PFPC for the last month of
service if this Agreement is terminated pursuant to paragraph (b) immediately
above.

     (d) If a majority of the non-interested trustees of any of the Funds
determines, in the exercise of their fiduciary duties and pursuant to their
reasonable business judgment after consultation with Eaton Vance Management,
that the performance of PFPC has been unsatisfactory or adverse to the interests
of shareholders of any Fund or Funds or that the terms of the Agreement are no
longer consistent with publicly available industry standards, then the Fund or
Funds shall give written notice to PFPC of such determination and PFPC shall
have 60 days (or such longer period if the non-interested Trustees so determine)
to (1) correct such performance to the satisfaction of the non-interested
trustees or (2) renegotiate terms which are satisfactory to the non-interested
trustees of the Funds. If the conditions of the preceding sentence are not met
then the Fund or Funds may terminate this Agreement on sixty (60) days written
notice provided, however, that the provisions of Paragraph 11(c) shall remain
outstanding for an additional 30 days if necessary to transfer records to a
successor transfer agent.

     (e) If the Board of Trustees hereafter establishes and designates a new
Fund, PFPC agrees that it will act as transfer agent and shareholder servicing
agent for such new Fund in accordance with the terms set forth herein. The
Trustees shall cause a written notice to be sent to PFPC to the effect that it
has established a new Fund and that it appoints PFPC as transfer agent and
shareholder servicing agent for the new Fund. Such written notice must be
received by PFPC in a reasonable period of time prior to the commencement of
operations of the new Fund to allow PFPC, in the ordinary course of its
business, to prepare to perform its duties.

     11. CONFIDENTIALITY OF RECORDS.

     (a) PFPC agrees to treat all records and other information relative to the
Fund and its prior, present or potential Shareholders in confidence except that,
after prior notification to and approval in writing by the Fund, which approval
shall not be unreasonably withheld and may not be withheld where PFPC may be
exposed to civil or criminal contempt proceedings for failure to comply, when
requested to divulge such information by duly constituted authorities, or when
so requested by the Fund.

     (b) PFPC shall make available during regular business hours all records and
other data created and maintained pursuant to this Agreement for reasonable
audit and inspection by the Fund, or any person retained by the Fund. Upon
reasonable notice by the Fund, PFPC shall make available during regular business
hours its facilities and premises employed in connection with its performance of
this Agreement for reasonable visitation by the Fund, or any person retained by
the Fund, to inspect its operating capabilities or for any other reason.

     (c) The Fund agrees to keep all records and information of PFPC (including
trade secrets) in confidence, unless such is required to be divulged pursuant to
law or where the Fund may be exposed to or criminal contempt proceedings for
failure to comply. PFPC acknowledges that such records and information may be


                                                                               7

<PAGE>

disclosed to Eaton Vance Management personnel and to Fund auditors consistent
with the responsibilities of such parties, and in such cases the Fund shall take
reasonable precautions to safeguard the confidentiality of such data to the
extent practicable.

     12. AMENDMENT, ASSIGNMENT AND SUBCONTRACTING.

     (a) This Agreement may not be amended or modified in any manner except by a
written agreement executed by both parties.

     (b) This Agreement shall extend to and shall be binding upon the parties
hereto, and their respective successors and assigns; provided, however, that any
assignment of this Agreement (as defined in the 1940 Act) to an entity shall
require the written consent of the other party.

     (c) The Fund agrees that PFPC may, in its discretion, subcontract for
certain of the services described under this Agreement or the Schedules hereto;
provided that the appointment of any such Agent shall not relieve PFPC of its
responsibilities hereunder.

     13. USE OF TRADE NAMES.

     (a) PFPC shall approve all reasonable uses of its name which merely refer
in accurate terms to its appointment hereunder or which are required by the
Commission or a state securities commission. Notwithstanding the foregoing, any
reference to PFPC shall include a statement to the effect that it is a wholly
owned subsidiary of The PNC Financial Services Group, Inc..

     (b) PFPC shall not use the name of the Fund or material relating to the
Fund on any documents or forms for other than internal use in a manner not
approved prior thereto in writing; provided, that the Fund shall approve all
reasonable uses of its name which merely refer in accurate terms to the
appointment of PFPC or which are required by the Commission or a state
securities commission.

     14. NOTICE. Any notice or other instrument authorized or required by this
Agreement to be given in writing to the Fund or PFPC, shall be sufficiently
given if addressed to that party and received by it at its office set forth
below or at such other place as it may from time to time designate in writing.

               To the Fund:

               The Eaton Vance Building
               255 State Street
               Boston, MA 02109
               Attention: Fund Secretary

               To PFPC:

               PFPC Inc.
               4400 Computer Drive
               Westboro, Massachusetts 01581
               Attn: President

               with a copy to PFPC's General Counsel


                                                                               8

<PAGE>

     15. GOVERNING LAW/VENUE. The laws of the Commonwealth of Massachusetts,
excluding the laws on conflicts of laws, shall govern the interpretation,
validity, and enforcement of this agreement. All actions arising from or related
to this Agreement shall be brought in the state and federal courts sitting in
the City of Boston, and the parties hereby submit themselves to the exclusive
jurisdiction of those courts.

     16. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original; but such
counterparts shall, together, constitute only one instrument.

     17. CAPTIONS. The captions of this Agreement are included for convenience
or reference only and in no way define or delimit any of the provisions hereof
or otherwise affect their construction or effect.

     18. SEVERABILITY. The parties intend every provision of this Agreement to
be severable. If a court of competent jurisdiction determines that any term or
provision is illegal or invalid for any reason, the illegality or invalidity
shall not affect the validity of the remainder of this Agreement. In such case,
the parties shall in good faith modify or substitute such provision consistent
with the original intent of the parties. Without limiting the generality of this
paragraph, if a court determines that any remedy stated in this Agreement failed
of its essential purpose, then all provisions of this Agreement, including the
limitations on liability and exclusion of damages, shall remain fully effective.

     19. LIABILITY OF TRUSTEES, OFFICERS AND SHAREHOLDERS. The execution and
delivery of this Agreement have been authorized by the Trustees of the Fund and
signed by an authorized Officer of the Fund, acting as such, and neither such
authorization by such Trustees nor such execution and delivery by such Officer
shall be deemed to have been made by any of them individually or to impose any
liability on any of them personally, and the obligations of this Agreement are
not binding upon any of the Trustees or shareholders of the Fund, but bind only
the property of the Fund. No class of the Fund shall be liable for the
obligations of another class.

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective Officers thereunder duly authorized as of the day
and year first above written.

PFPC Inc.


By: /s/ Michael G. McCarthy
    ----------------------------------
Name: Michael G. McCarthy
Title: Sr. V.P. & General Manager

Each of the Funds listed on Exhibit 1,
severally and not jointly


By: /s/ Barbara Campbell
    ----------------------------------
Name: Barbara Campbell
Title: Treasurer or Assistant
       Treasurer to the Funds
       referenced in Exhibit 1
       attached hereto


                                                                               9

<PAGE>

                                   SCHEDULE A
                                 DUTIES OF PFPC

     1. SHAREHOLDER INFORMATION. PFPC shall maintain a record of the number of
Shares held by each Shareholder of record which shall include name, address,
taxpayer identification and which shall indicate whether such Shares are held in
certificates or uncertificated form.

     2. SHAREHOLDER SERVICES. PFPC will investigate all shareholder inquiries
relating to Shareholder accounts and will answer all communications from
Shareholders and others with respect to its duties hereunder. PFPC shall keep
records of all Shareholder correspondence and replies thereto, and of lapse of
time between the receipt of such correspondence and the mailing of such replies.

     3. SHARE CERTIFICATES.

     (a) At the expense of the Fund, the Fund shall supply PFPC with an adequate
supply of blank share certificates to meet PFPC requirements therefor. Such
Share certificates shall be properly signed by facsimile. The Fund agrees that,
notwithstanding the death, resignation, or removal of any officer of the Fund
whose signature appears on such certificates, PFPC or its agent may continue to
countersign certificates which bear such signatures until otherwise directed by
Written Instructions.

     (b) PFPC shall issue replacement Share certificates in lieu of certificates
which have been lost, stolen or destroyed, upon receipt by PFPC of properly
executed affidavits and lost certificate bonds, in form satisfactory to PFPC,
with the Fund and PFPC as obligees under the bond.

     (c) PFPC shall also maintain a record of each certificate issued, the
number of Shares represented thereby and the Shareholder of record. With respect
to Shares held in open accounts or uncertificated form (i.e., no certificate
being issued with respect thereto) PFPC shall maintain comparable records of the
Shareholders thereof, including their names, addresses and taxpayer
identification numbers. PFPC shall further maintain a stop transfer record on
lost and/or replaced certificates.

     4. MAILING COMMUNICATIONS TO SHAREHOLDERS; PROXY MATERIALS. PFPC will
address and mail to Shareholders of the Fund, all reports to Shareholders,
dividend and distribution notices and proxy material for the Fund's meetings of
Shareholders, and such other communications as the Fund may authorize. In
connection with meetings of Shareholders, PFPC will prepare Shareholder lists,
mail and certify as to the mailing of proxy materials, process and tabulate
returned proxy cards, report on proxies voted prior to meetings, act as
inspector of election at meetings and certify Shares voted at meetings.

     5. TRANSFER OF SHARES.

     (a) PFPC shall process all requests to transfer Shares in accordance with
the transfer procedures set forth in the Fund's Prospectus.

     (b) PFPC will transfer Shares upon receipt of Written Instructions or
otherwise pursuant to the Prospectus and Share certificates, if any, properly
endorsed for transfer, accompanied by such documents as PFPC reasonably may deem
necessary.

     (c) PFPC reserves the right to refuse to transfer Shares until it is
satisfied that the endorsement on the instructions is valid and genuine. PFPC
also reserves the right to refuse to transfer Shares until it is satisfied that
the requested transfer is legally authorized, and it shall incur no liability


                                                                              10

<PAGE>

for the refusal, in good faith, to make transfers which PFPC in its good
judgment, deems improper or unauthorized, or until it is reasonably satisfied
that there is no basis to any claims adverse to such transfer.

     7. DIVIDENDS.

     (a) Upon the declaration of each dividend and each capital gains
distribution by the Board of Directors of the Fund with respect to Shares of the
Fund, the Fund shall furnish or cause to be furnished to PFPC Written
Instructions setting forth the date of the declaration of such dividend or
distribution, the ex-dividend date, the date of payment thereof, the record date
as of which Shareholders entitled to payment shall be determined, the amount
payable per Share to the Shareholders of record as of that date, the total
amount payable on the payment date and whether such dividend or distribution is
to be paid in Shares at net asset value.

     (b) On or before the payment date specified in such resolution of the Board
of Directors, the Fund will provide PFPC with sufficient cash to make payment to
the Shareholders of record as of such payment date.

     (c) If PFPC does not receive sufficient cash from the Fund to make total
dividend and/or distribution payments to all Shareholders of the Fund as of the
record date, PFPC will, upon notifying the Fund, withhold payment to all
Shareholders of record as of the record date until sufficient cash is provided
to PFPC.

     8. MISCELLANEOUS

     In addition to and neither in lieu nor in contravention of the services set
forth above, PFPC shall perform all the customary services of a transfer agent
registrar dividend disbursing agent and agent of the dividend reinvestment plan
as described herein consistent with those requirements in effect as at the date
of this Agreement. The detailed definition, frequency, limitations and
associated costs (if any) set out in the attached fee schedule, include but are
not limited to: maintaining all Shareholder accounts, preparing Shareholder
meeting lists, mailing proxies, tabulating proxies, mailing Shareholder reports
to current Shareholders, withholding taxes on U.S. resident and non-resident
alien accounts where applicable, preparing and filing U.S. Treasury Department
Forms 1099 and other appropriate forms required with respect to dividends and
distributions by federal authorities for all registered Shareholders.


                                                                              11

<PAGE>

                                   SCHEDULE B
                                  FEE SCHEDULE

1.   INITIAL PUBLIC OFFERING FEES

     IPO Project Administration Fee:                             $3,000 per Fund

     IPO Project Administration Fee covers:

          Issuance of up to 1,000 certificates - Issuance of certificates in
          excess of 1,000 to be billed at $2.00 per certificate

          Administration coordination with IPO client, underwriter and legal
          representatives

          Attendance at closing (out of pocket expenses associated with such
          attendance will be billed as incurred)

          Set-up, testing and implementation of electronic settlement and
          delivery of shares through The Depository Trust Company

2.   OVER-ALLOTMENT FEE: $1,000 PER FUND

          Applies in the event that the underwriters elect to exercise an
          over-allotment option which requires a second closing

3.   STANDARD SERVICE FEE:

     (a)  The following standard service fees shall apply with respect to the
          shares offered by:

               Eaton Vance Insured Municipal Bond Fund
               Eaton Vance Insured California Municipal Bond Fund
               Eaton Vance Insured New York Municipal Bond Fund
               Eaton Vance Limited Duration Income Fund
               Eaton Vance Enhanced Equity Income Fund
               Eaton Vance Enhanced Equity Income Fund II
               Eaton Vance Floating-Rate Income Trust
               Eaton Vance Senior Floating-Rate Trust
               Eaton Vance Senior Income Trust
               Eaton Vance Short Duration Diversified Income Fund
               Eaton Vance Tax-Advantaged Dividend Income Fund
               Eaton Vance Tax-Advantaged Global Dividend Income Fund
               Eaton Vance Tax-Advantaged Global Dividend Opportunities Fund
               Eaton Vance Tax-Managed Buy-Write Income Fund
               Eaton Vance Tax-Managed Buy-Write Opportunities Fund
               Eaton Vance Tax-Managed Global Buy-Write Opportunities Fund

          Annual Service Fee:                                 $15.00 Per Account

          Monthly Minimum Fee:                                $5,000.00

<PAGE>

     (b)  The following standard service fees shall apply with respect to the
          shares offered by:

               Eaton Vance Municipal Income Trust
               Eaton Vance California Municipal Income Trust
               Eaton Vance Florida Municipal Income Trust
               Eaton Vance Massachusetts Municipal Income Trust
               Eaton Vance Michigan Municipal Income Trust
               Eaton Vance New Jersey Municipal Income Trust
               Eaton Vance New York Municipal Income Trust
               Eaton Vance Ohio Municipal Income Trust
               Eaton Vance Pennsylvania Municipal Income Trust

          Each Fund shall pay 9 basis points annually on the average daily net
          assets, paid monthly, in arrears, with respect to the shares offered
          by the Fund.

     (c)  The following standard service fees shall apply with respect to the
          shares offered by: Eaton Vance Insured Municipal Bond Fund II

               Eaton Vance Insured California Municipal Bond Fund II
               Eaton Vance Insured Florida Municipal Bond Fund
               Eaton Vance Insured Massachusetts Municipal Bond Fund
               Eaton Vance Insured Michigan Municipal Bond Fund
               Eaton Vance Insured New Jersey Municipal Bond Fund
               Eaton Vance Insured New York Municipal Bond Fund II
               Eaton Vance Insured Ohio Municipal Bond Fund
               Eaton Vance Insured Pennsylvania Municipal Bond Fund

          Each Fund shall pay 7.5 basis points annually on the average daily net
          assets, paid monthly, in arrears, with respect to the shares offered
          by the Fund.

After the one year anniversary of the effective date of this Agreement, PFPC may
adjust the above fees once per calendar year, upon thirty (30) days prior
written notice in an amount not to exceed the cumulative percentage increase in
the Consumer Price Index for All Urban Consumers (CPI-U) U.S. City Average, All
items (unadjusted) - (1982-84=100), published by the U.S. Department of Labor
since the last such adjustment in the Fund's monthly fees (or the Effective Date
absent a prior such adjustment).

<PAGE>

                                   SCHEDULE C
                             OUT-OF-POCKET EXPENSES

     The  Fund  shall  reimburse  PFPC  monthly  for  applicable   out-of-pocket
expenses, including, but not limited to the following items:

     -    Microfiche/microfilm production

     -    Magnetic media tapes and freight

     -    Printing costs, including certificates, envelopes, checks and
          stationery

     -    Postage (bulk, pre-sort, ZIP+4, barcoding, first class) direct pass
          through to the Fund

     -    Due diligence mailings

     -    Telephone and telecommunication costs, including all lease,
          maintenance and line costs

     -    Ad hoc reports

     -    Proxy solicitations, mailings and tabulations

     -    Daily & Distribution advice mailings

     -    Shipping, Certified and Overnight mail and insurance

     -    Year-end form production and mailings

     -    Terminals, communication lines, printers and other equipment and any
          expenses incurred in connection with such terminals and lines

     -    Duplicating services

     -    Courier services

     -    Incoming and outgoing wire charges

     -    Federal Reserve charges for check clearance

     -    Overtime, as approved by the Fund

     -    Temporary staff, as approved by the Fund

     -    Travel and entertainment, as approved by the Fund

     -    Record retention, retrieval and destruction costs, including, but not
          limited to exit fees charged by third party record keeping vendors

     -    Third party audit reviews

     -    Ad hoc SQL time

     -    Insurance

     -    Such other miscellaneous expenses reasonably incurred by PFPC in in
          performing its duties and responsibilities under this Ageement.

     The Fund agrees that postage and mailing expenses will be paid on the day
of or prior to mailing as agreed with PFPC. In addition, the Fund will promptly
reimburse PFPC for any other unscheduled expenses incurred by PFPC whenever the
Fund and PFPC mutually agree that such expenses are not otherwise properly borne
by PFPC as part of its duties and obligations under the Agreement.

<PAGE>

                                    EXHIBIT 1
                                  LIST OF FUNDS

     Eaton Vance California Municipal Income Trust
     Eaton Vance Enhanced Equity Income Fund
     Eaton Vance Enhanced Equity Income Fund II
     Eaton Vance Global Enhanced Equity Income Fund
     Eaton Vance Floating-Rate Income Trust
     Eaton Vance Florida Municipal Income Trust
     Eaton Vance Insured California Municipal Bond Fund
     Eaton Vance Insured California Municipal Bond Fund II
     Eaton Vance Insured Florida Municipal Bond Fund
     Eaton Vance Insured Massachusetts Municipal Bond Fund
     Eaton Vance Insured Michigan Municipal Bond Fund
     Eaton Vance Insured Municipal Bond Fund
     Eaton Vance Insured Municipal Bond Fund II
     Eaton Vance Insured New Jersey Municipal Bond Fund
     Eaton Vance Insured New York Municipal Bond Fund
     Eaton Vance Insured New York Municipal Bond Fund II
     Eaton Vance Insured Ohio Municipal Bond Fund
     Eaton Vance Insured Pennsylvania Municipal Bond Fund
     Eaton Vance Limited Duration Income Fund
     Eaton Vance Massachusetts Municipal Income Trust
     Eaton Vance Michigan Municipal Income Trust
     Eaton Vance Municipal Income Trust
     Eaton Vance New Jersey Municipal Income Trust
     Eaton Vance New York Municipal Income Trust
     Eaton Vance Ohio Municipal Income Trust
     Eaton Vance Pennsylvania Municipal Income Trust
     Eaton Vance Senior Floating-Rate Trust
     Eaton Vance Senior Income Trust
     Eaton Vance Short Duration Diversified Income Fund
     Eaton Vance Tax-Advantaged Dividend Income Fund
     Eaton Vance Tax-Advantaged Global Dividend Income Fund
     Eaton Vance Tax-Advantaged Global Dividend Opportunities Fund
     Eaton Vance Tax-Managed Buy-Write Income Fund
     Eaton Vance Tax-Managed Buy-Write Opportunities Fund
     Eaton Vance Tax-Managed Global Buy-Write Opportunities Fund

Dated: June 16, 2005
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(K)(3)
<SEQUENCE>13
<FILENAME>b56372a1exv99wxkyx3y.txt
<DESCRIPTION>ADMINISTRATION AGREEMENT
<TEXT>
<PAGE>
                                                                  Exhibit (k)(3)

           EATON VANCE TAX-MANAGED GLOBAL BUY-WRITE OPPORTUNITIES FUND
                            ADMINISTRATION AGREEMENT

     AGREEMENT made this 18th day of April, 2005, between Eaton Vance
Tax-Managed Global Buy-Write Opportunities Fund, a Massachusetts business trust
(the "Fund"), and Eaton Vance Management, a Massachusetts business trust (the
"Administrator").

     1. DUTIES OF THE ADMINISTRATOR. The Fund hereby employs the Administrator
to act as administrator for and to administer the affairs of the Fund, subject
to the supervision of the Trustees of the Fund for the period and on the terms
set forth in this Agreement.

     The Administrator hereby accepts such employment, and agrees to administer
the Fund's business affairs and, in connection therewith, to furnish for the use
of the Fund office space and all necessary office facilities, equipment and
personnel for administering the affairs of the Fund. The Administrator shall
also pay the salaries and compensation of all officers and Trustees of the Fund
who are members of the Administrator's organization and who render executive and
administrative services to the Fund, and the salaries and compensation of all
other personnel of the Administrator performing management and administrative
services for the Fund. The Administrator shall for all purposes herein be deemed
to be an independent contractor and shall, except as otherwise expressly
provided or authorized, have no authority to act for or represent the Fund in
any way or otherwise be deemed an agent of the Fund.

     In connection with its responsibilities as Administrator of the Fund, the
Administrator (i) will assist in preparing all annual, semi-annual and other
reports required to be sent to Fund shareholders, and arrange for the printing
and dissemination of such reports to shareholders; (ii) will prepare and
assemble all reports required to be filed by the Fund with the Securities and
Exchange Commission ("SEC") on Forms N-SAR and N-CSR, or on such other form as
the SEC may substitute for Form N-SAR or N-CSR, and file such reports with the
SEC; (iii) will review the provision of services by the Fund's independent
accountants, including, but not limited to, the preparation by such accountants
of audited financial statements of the Fund and the Fund's federal, state and
local tax returns; and make such reports and recommendations to the Trustees of
the Fund concerning the performance of the independent accountants as the
Trustees deem appropriate; (iv) will arrange for the filing with the appropriate
authorities all required federal, state and local tax returns; (v) will arrange
for the dissemination to shareholders of the Fund's proxy materials, and will
oversee the tabulation of proxies by the Fund's transfer agent or other duly
authorized proxy tabulator; (vi) will review and supervise the provision of
custodian services to the Fund; and make such reports and recommendations to the
Trustees concerning the provision of such services as the Trustees deem
appropriate; (vii) will value all such portfolio investments and other assets of
the Fund as may be designated by the Trustees (subject to any guidelines,
directions and instructions of the Trustees), and review and supervise the
calculation of the net asset value of the Fund's shares by the custodian; (viii)
will negotiate the terms and conditions under which transfer agency and dividend
disbursing services will be provided to the Fund, and the fees to be paid by the
Fund in connection therewith; review and supervise the provision of transfer
agency and dividend disbursing services to the Fund; and make such reports and
recommendations to the Trustees concerning the performance of the Fund's
transfer and dividend disbursing agent as the Trustees deem appropriate; (ix)
will establish the accounting policies of the Fund; reconcile accounting issues
which may arise with respect to the Fund's operations; and consult with the
Fund's independent accountants, legal counsel, custodian, accounting and
bookkeeping agents and transfer and dividend disbursing agent as necessary in
connection therewith; (x) will determine the amount of all distributions to be
paid by the Fund to its shareholders; prepare and arrange for the printing of
notices to shareholders regarding such distributions and provide the Fund's
transfer and dividend disbursing agent and custodian with such information as is
required for such parties to effect the payment of distributions and to
implement the Fund's dividend reinvestment plan; (xi) will review the Fund's
bills and authorize payments of such bills by the Fund's custodian; (xii) will
make recommendations to the Trustees as to whether the Fund should make
repurchase or tender offers for its own shares; arrange for the preparation and
filing of all documents required to be filed by the Fund with the SEC; arrange
for the preparation and dissemination of all appropriate repurchase or tender
offer documents and papers on behalf of the Fund; and supervise and conduct the
Fund's periodic repurchase or tender offers for its own shares; (xiii) monitor

<PAGE>

any variance between the market value and net asset value per share, and
periodically report to the Trustees available actions that may conform such
values; (xiv) monitor the activities of any shareholder servicing agent retained
by the Administrator and periodically report to the Trustees about such
activities; (xv) will arrange for the preparation and filing of all other
reports, forms, registration statements and documents required to be filed by
the Fund with the SEC, the National Association of Securities Dealers, Inc. and
any securities exchange where Fund shares are listed; and (xvi) will provide to
the Fund such other internal legal, auditing and accounting services and
internal executive management and administrative services as the Trustees deem
appropriate to conduct the Fund's business affairs.

     Notwithstanding the foregoing, the Administrator shall not be deemed to
have assumed any duties with respect to, and shall not be responsible for, the
management of the Fund's assets or the rendering of investment advice and
supervision with respect thereto or the distribution of shares of the Fund, nor
shall the Administrator be deemed to have assumed or have any responsibility
with respect to functions specifically assumed by any transfer agent, custodian
or shareholder servicing agent of the Fund.

     SUB-ADMINISTRATORS. The Administrator may 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-administrators and approved by the
Trustees of the Fund.

     2. COMPENSATION OF THE ADMINISTRATOR. The Board of Trustees of the Fund
have currently determined that, based on the current level of compensation
payable to Eaton Vance Management by the Fund under the Fund's present
Investment Advisory Agreement with Eaton Vance Management, the Administrator
shall receive no compensation from the Fund in respect of the services to be
rendered and the facilities to be provided by the Administrator under this
Agreement. If the Trustees subsequently determine that the Fund should
compensate the Administrator for such services and facilities, such compensation
shall be set forth in a new agreement or in an amendment to this Agreement to be
entered into by the parties hereto.

     3. ALLOCATION OF CHARGES AND EXPENSES. It is understood that the Fund will
pay all its expenses other than those expressly stated to be payable by the
Administrator hereunder, which expenses payable by the Fund shall include,
without implied limitation, (i) expenses of maintaining the Fund and continuing
its existence; (ii) registration of the Fund under the Investment Company Act of
1940; (iii) commissions, fees and other expenses connected with the acquisition,
holding and disposition of securities and other investments; (iv) auditing,
accounting and legal expenses; (v) taxes and interest; (vi) governmental fees;
(vii) expenses of repurchase and redemption (if any) of shares, including all
expenses incurred in conducting repurchase and tender offers for the purpose of
repurchasing Fund shares; (viii) expenses of registering and qualifying the Fund
and its shares under federal and state securities laws and of preparing
registration statements and amendments for such purposes; (ix) expenses of
reports and notices to shareholders and of meetings of shareholders and proxy
solicitations therefor; (x) expenses of reports to governmental officers and
commissions; (xi) insurance expenses; (xii) association membership dues; (xiii)
fees, expenses and disbursements of custodians and subcustodians for all
services to the Fund (including without limitation safekeeping of funds and
securities, keeping of books and accounts and determination of net asset value);
(xiv) fees, expenses and disbursements of transfer agents, dividend disbursing
agents, shareholder servicing agents and registrars for all services to the
Fund; (xv) expenses of listing shares with a stock exchange; (xvi) any direct
charges to shareholders approved by the Trustees of the Fund; (xvii)
compensation of and any expenses of Trustees of the Fund who are not members of
the Administrator's organization; (xviii) all payments to be made and expenses


                                       2

<PAGE>

to be assumed by the Fund in connection with the distribution of Fund shares;
(xix) any pricing and valuation services employed by the Fund; (xx) any
investment advisory fee payable to an investment adviser; (xxi) all expenses
incurred in connection with leveraging the Fund's assets through a line of
credit, or issuing and maintaining preferred shares; and (xxii) such
non-recurring items as may arise, including expenses incurred in connection with
litigation, proceedings and claims and obligations of the Fund to indemnify its
shareholders, Trustees, officers and employees with respect thereto.

     4. OTHER INTERESTS. It is understood that Trustees, officers and
shareholders of the Fund are or may be or become interested in the Administrator
as trustees, officers, employees, shareholders or otherwise and that trustees,
officers, employees and shareholders of the Administrator are or may be or
become similarly interested in the Fund, and that the Administrator may be or
become interested in the Fund as a shareholder or otherwise. It is also
understood that trustees, officers, employees and shareholders of the
Administrator may be or become interested (as directors, trustees, officers,
employees, stockholders or otherwise) in other companies or entities (including,
without limitation, other investment companies) that the Administrator may
organize, sponsor or acquire, or with which it may merge or consolidate, and
that the Administrator or its subsidiaries or affiliates may enter into
advisory, management or administration agreements or other contracts or
relationship with such other companies or entities.

     5. LIMITATION OF LIABILITY OF THE ADMINISTRATOR. The services of the
Administrator to the Fund are not to be deemed to be exclusive, the
Administrator being free to render services to others and engage in other
business activities. In the absence of willful misfeasance, bad faith, gross
negligence or reckless disregard of obligations or duties hereunder on the part
of the Administrator, the Administrator shall not be subject to liability to the
Fund or to any shareholder of the Fund for any act or omission in the course of,
or connected with, rendering services hereunder or for any losses which may be
sustained in the acquisition, holding or disposition of any security or other
investment.

     6. DURATION AND TERMINATION OF THIS AGREEMENT. This Agreement shall become
effective upon the date of its execution, and, unless terminated as herein
provided, shall remain in full force and effect through and including April 18,
2007 and shall continue in full force and effect indefinitely thereafter, but
only so long as such continuance after April 18, 2007 is specifically approved
at least annually (i) by the Board of Trustees of the Fund, and (ii) by the vote
of a majority of those Trustees of the Fund who are not interested persons of
the Administrator or the Fund.

     Either party hereto may, at any time on sixty (60) days' prior written
notice to the other, terminate this Agreement by action of the Trustees of the
Fund or the trustees of the Administrator, and the Fund may, at any time upon
such written notice to the Administrator, terminate the Agreement by vote of a
majority of the outstanding voting securities of the Fund. This Agreement shall
terminate automatically in the event of its assignment.

     7. AMENDMENTS OF THE AGREEMENT. This Agreement may be amended by a writing
signed by both parties hereto, provided that no amendment to this Agreement
shall be effective until approved (i) by the vote of a majority of those
Trustees of the Fund who are not interested persons of the Administrator or the
Fund, and (ii) by vote of the Board of Trustees of the Fund.


                                       3

<PAGE>

     8. LIMITATION OF LIABILITY. Each party expressly acknowledges the provision
in the other party's Agreement and Declaration of Trust limiting the personal
liability of its shareholders officers, and Trustees, and each party hereby
agrees that it shall have recourse to the other party for payment of claims or
obligations as between the Fund and the Administrator arising out of this
Agreement and shall not seek satisfaction from the Trustees, officers or
shareholders of the other party.

     9. USE OF THE NAME "EATON VANCE." The Administrator hereby consents to the
use by the Fund of the name "Eaton Vance" as part of the Fund's name; provided,
however, that such consent shall be conditioned upon the employment of the
Administrator or one of its affiliates as the administrator of the Fund. The
name "Eaton Vance" or any variation thereof may be used from time to time in
other connections and for other purposes by the Administrator and its affiliates
and other investment companies that have obtained consent to the use of the name
"Eaton Vance." The Administrator shall have the right to require the Fund to
cease using the name "Eaton Vance" as part of the Fund's name if the Fund
ceases, for any reason, to employ the Administrator or one of its affiliates as
the Fund's administrator. Future names adopted by the Fund for itself, insofar
as such names include identifying words requiring the consent of the
Administrator, shall be the property of the Administrator and shall be subject
to the same terms and conditions.

     10. CERTAIN DEFINITIONS. The terms "assignment" and "interested persons"
when used herein shall have the respective meanings specified in the Investment
Company Act of 1940 as now in effect or as hereafter amended subject, however,
to such exemptions as may be granted by the Securities and Exchange Commission
by any rule, regulation or order. The term "vote of a majority of the
outstanding voting securities" shall mean the vote of the lesser of (a) 67 per
centum or more of the shares of the Fund present or represented by proxy at the
meeting if the holders of more than 50 per centum of the outstanding shares of
the Fund are present or represented by proxy at the meeting, or (b) more than 50
per centum of the outstanding shares of the Fund.

EATON VANCE TAX-MANAGED GLOBAL          EATON VANCE MANAGEMENT
BUY-WRITE OPPORTUNITIES FUND


By: /s/ Duncan W. Richardson            By: /s/ Jeffrey P. Beale
    ---------------------------------       ------------------------------------
    Duncan W. Richardson                    Jeffrey P. Beale
    President, and not Individually         Vice President, and not Individually


                                       4
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(K)(4)
<SEQUENCE>14
<FILENAME>b56372a1exv99wxkyx4y.txt
<DESCRIPTION>FORM OF SHAREHOLDER SERVICING AGREEMENT
<TEXT>
<PAGE>
                                                                Exhibit 99(k)(4)




                         SHAREHOLDER SERVICING AGREEMENT

      SHAREHOLDER SERVICING AGREEMENT (the "Agreement"), dated as of September
[  ], 2005, between Eaton Vance Management ("Eaton Vance") and UBS Securities
LLC ("UBS Securities").

      WHEREAS, Eaton Vance Tax-Managed Global Buy-Write Opportunities Fund (the
"Fund") is a closed-end, diversified management investment company registered
under the Investment Company Act of 1940, as amended (the "1940 Act"), and its
shares of beneficial interest are registered under the Securities Act of 1933,
as amended; and

      WHEREAS, Eaton Vance is the investment adviser of the Fund; and

      WHEREAS, Eaton Vance desires to retain UBS Securities to provide
shareholder servicing and market information with respect to the Fund, and UBS
Securities is willing to render such services;

      NOW, THEREFORE, in consideration of the mutual terms and conditions set
forth below, the parties hereto agree as follows:

1.    Eaton Vance hereby employs UBS Securities, for the period and on the terms
      and conditions set forth herein, to provide the following services (the
      "Services"):

      (a)   At the request of and as specified by Eaton Vance, undertake to make
            available public information pertaining to the Fund on an ongoing
            basis and to communicate to investors and prospective investors the
            Fund's features and benefits (including arranging periodic seminars
            or conference calls for Eaton Vance to communicate to investors,
            responding to questions from current or prospective shareholders and
            contacting specific shareholders, where appropriate), provided that
            Services shall not include customary market research information
            provided by UBS Securities or its registered broker-dealer
            affiliates in the ordinary course of their business.

      (b)   At the request of and as specified by Eaton Vance, make available to
            investors and prospective investors market price, net asset value,
            yield and other information regarding the Fund (provided that
            Services shall not include customary market research information
            provided by UBS Securities or its registered broker-dealer
            affiliates in the ordinary course of their business), if reasonably
            obtainable, for the purpose of maintaining the visibility of the
            Fund in the investor community.

      (c)   At the request of Eaton Vance or the Fund, provide certain economic
            research and statistical information and reports, if reasonably
            obtainable, to Eaton Vance or the Fund and consult with
            representatives of Eaton Vance and/or Trustees of the Fund in
            connection therewith, which information and reports shall include:
            (i) statistical and financial market information with respect to the
            Fund's market performance; and (ii) comparative information
            regarding the Fund and other closed-end management investment
            companies with respect to (x) the net asset value of their
            respective shares, (y) the respective market performance of the Fund
            and such other companies, and (z) other relevant performance
            indicators. Except as legally required, such information and reports
            may not be quoted or referred to, orally or in writing, reproduced
            or disseminated by the
<PAGE>
            Fund or any of its affiliates or any of their agents, without the
            prior written consent of UBS Securities, which consent will not be
            unreasonably withheld.

      (d)   At the request of Eaton Vance or the Fund, provide information to
            and consult with Eaton Vance and/or the Board of Trustees of the
            Fund with respect to applicable strategies designed to address
            market value discounts, which may include share repurchases, tender
            offers, modifications to dividend policies or capital structure,
            repositioning or restructuring of the Fund, conversion of the Fund
            to an open-end investment company, liquidation or merger; including
            providing information concerning the use and impact of the above
            strategic alternatives by other market participants.

      (e)   At the request of Eaton Vance or the Fund, UBS Securities shall
            limit or cease any action or service provided hereunder to the
            extent and for the time period requested by Eaton Vance or the Fund;
            provided, however, that pending termination of this Agreement as
            provided for in Section 5 hereof, any such limitation or cessation
            shall not relieve Eaton Vance of its payment obligations pursuant to
            Section 2 hereof.

      (f)   Except as otherwise may be prohibited by law or regulation or
            restricted under non-disclosure, confidentiality or similar
            obligations, UBS Securities will promptly notify Eaton Vance or the
            Fund, as the case may be, if the employees of UBS Securities that
            have responsibility for preparing the written information for Eaton
            Vance or the Funds in connection with the performance of the
            Services under this Agreement personally learned that such
            information (except for forward looking information and/or
            information relating to Eaton Vance or the Fund) contained, at the
            time it was made or published, a material inaccuracy; it being
            understood that information shall not be deemed to contain a
            material inaccuracy merely because such information has become
            inaccurate or stale through the passage of time or through the
            release or availability of new or updated information. Eaton Vance
            and the Fund acknowledge and agree that the information to be
            provided under this Agreement is necessarily inherent to economic,
            monetary, market and other conditions as in effect on the date
            published and that there may be other information regarding the same
            subject matter not available to UBS Securities on such date.
            Notwithstanding anything herein to the contrary, Eaton Vance and the
            Fund further acknowledge and agree that UBS Securities is under no
            obligation to review or independently verify any information to be
            provided under this Agreement nor to conduct any due diligence
            whatsoever or to update, revise or reaffirm such information. UBS
            Securities is aware of the obligations under the federal and state
            securities laws not to trade on the basis of material non-public
            information.

2.    Eaton Vance will pay UBS Securities a fee computed daily and payable
      quarterly at an annualized rate of 0.10% of the average daily gross assets
      of the Fund; provided, however, that the fee payable hereunder by Eaton
      Vance to UBS Securities shall be reduced for the duration of any period
      during which Eaton Vance voluntarily agrees to reduce or limit the
      management fee payable to it by the Fund under any management contract
      with the Fund from time-to-time in effect (provided, however, that the fee
      payable by Eaton Vance shall not be reduced in connection with any
      contractual fee waiver or expense reimbursement, which is disclosed in the
      prospectus of the Fund). The reduced fee payable hereunder during any such
      period shall be the percentage of the usual fee payable hereunder equal to
      the percentage of the usual management fee received by Eaton Vance after
      giving effect to the fee waiver or limitation (i.e., if the management fee
      is effectively reduced by 40% the fee hereunder also shall be reduced by
      40%); provided further, that under no circumstances shall the fee
      hereunder be reduced to less than zero for any period. Fees payable
      hereunder shall be subject to the sales charge limits of the National
      Association of

                                       2
<PAGE>
      Securities Dealer, Inc., and the total of all such fees shall not exceed
      [     ]% of the aggregate offering price in the initial public offering of
      the common shares of the Fund (the "Offering") (the "Maximum Fee Amount").

3.    Eaton Vance acknowledges that the Services of UBS Securities provided for
      hereunder do not include any advice as to the value of securities or
      regarding the advisability of purchasing or selling any securities for the
      Fund's portfolio. No provision of this Agreement shall be considered as
      creating, nor shall any provision create, any obligation on the part of
      UBS Securities, and UBS Securities is not hereby agreeing, to: (i) furnish
      any advice or make any recommendations regarding the purchase or sale of
      portfolio securities or (ii) render any opinions, valuations or
      recommendations of any kind or to perform any such similar services in
      connection with providing the Services described in Section 1 hereof, it
      being understood between the parties hereto that any such advice,
      recommendations or such similar activities if, and to the extent, agreed
      to be performed by UBS Securities shall be the subject of a separate
      agreement with Eaton Vance, including, but not limited to, separate
      agreements with respect to any indemnification of UBS Securities.

      Except to the extent legally required (after consultation with UBS
      Securities and its counsel, if reasonably possible), neither (i) the name
      of UBS Securities nor (ii) any advice rendered by UBS Securities to Eaton
      Vance or the Fund in connection with the services performed by UBS
      Securities pursuant to this Agreement will be quoted or referred to orally
      or in writing, or in the case of (ii), reproduced or disseminated, by the
      Fund or any of its affiliates or any of their agents, without the prior
      written consent of UBS Securities, which consent will not be unreasonably
      withheld.

4.    Nothing herein shall be construed as prohibiting UBS Securities or its
      affiliates from providing similar or other services to any other clients
      (including other registered investment companies or other investment
      advisers), so long as Services provided by UBS Securities to Eaton Vance
      and the Fund are not impaired thereby. In addition, nothing herein shall
      be construed as prohibiting UBS Securities and its affiliates, in the
      ordinary course of business, from trading the securities of the Fund for
      its own account and for the accounts of customers or from holding at any
      time a long or short position in such securities. Neither this Agreement
      nor the performance of the Services hereunder shall be considered to
      constitute a partnership, association or joint venture between UBS
      Securities and Eaton Vance. In addition, nothing herein shall be construed
      to constitute UBS Securities as the agent or employee of Eaton Vance or
      Eaton Vance as the agent or employee of UBS Securities, and neither party
      shall make any representation to the contrary.

5.    This Agreement shall continue coterminously with and so long as the
      Investment Advisory Agreement, dated [           ], 2005, remains in
      effect between the Fund and Eaton Vance, or any similar investment
      advisory agreement with a successor in interest or affiliate of Eaton
      Vance remains in effect, as, and to the extent, that such investment
      advisory agreement is renewed periodically in accordance with the 1940
      Act; provided, however, that this Agreement shall automatically terminate
      if further payments to UBS Securities would cause the total amount of
      underwriting compensation in connection with the Offering to exceed the
      Maximum Fee Amount. This Agreement may not be assigned, except by
      operation of law or in connection with the sale of all or substantially
      all of the assets or of the equity securities of one of the parties
      hereto, without the other party's prior consent.

6.    Eaton Vance will furnish UBS Securities with such information as UBS
      Securities believes appropriate to its assignment hereunder (all such
      information so furnished being the "Information"). Eaton Vance recognizes
      and confirms that UBS Securities (a) will use and rely

                                       3
<PAGE>
      primarily on the Information and on information available from generally
      recognized public sources in performing the Services contemplated by this
      Agreement without having independently verified the same and (b) does not
      assume responsibility for the accuracy or completeness of the Information
      and such other information. The Information to be furnished by Eaton Vance
      when delivered, will be true and correct in all material respects and will
      not contain any material misstatement of fact or omit to state any
      material fact necessary to make the statements contained therein not
      misleading. Eaton Vance will promptly notify UBS Securities if it learns
      of any material inaccuracy or misstatement in, or material omission from,
      any Information delivered to UBS Securities. UBS Securities acknowledges
      that certain of the Information provided by Eaton Vance may be proprietary
      to Eaton Vance and hereby agrees that it will not disclose (other than as
      may be required by applicable law or regulatory proceeding) to any third
      party any Information provided to UBS Securities by Eaton Vance and
      specifically identified in writing by Eaton Vance, prior to or at the time
      of its delivery, as confidential or proprietary.

7.    It is understood that UBS Securities is being engaged hereunder as an
      independent contractor solely to provide the Services described above to
      Eaton Vance and to the Fund and that UBS Securities is not acting as a
      fiduciary of any person, and shall have no duties or liability to the
      current or future shareholders of Eaton Vance or any other third party in
      connection with its engagement hereunder, all of which are hereby
      expressly waived.

8.    Eaton Vance agrees that UBS Securities shall have no liability to Eaton
      Vance or the Fund for any act or omission to act by UBS Securities in the
      course of its performance under this Agreement, in the absence of bad
      faith, gross negligence or willful misconduct on the part of UBS
      Securities. Eaton Vance agrees to the indemnification and other agreements
      set forth in the Indemnification Agreement attached hereto, the provisions
      of which are incorporated herein by reference and shall survive the
      termination, expiration or supersession of this Agreement.

9.    THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE
      OF NEW YORK FOR CONTRACTS TO BE PERFORMED ENTIRELY THEREIN AND WITHOUT
      REGARD TO THE CHOICE OF LAW PRINCIPLES THEREOF.

10.   EACH OF EATON VANCE AND UBS SECURITIES AGREE THAT ANY ACTION OR PROCEEDING
      BASED HEREON, OR ARISING OUT OF UBS SECURITIES' ENGAGEMENT HEREUNDER,
      SHALL BE BROUGHT AND MAINTAINED EXCLUSIVELY IN THE COURTS OF THE STATE OF
      NEW YORK LOCATED IN THE CITY AND COUNTY OF NEW YORK OR IN THE UNITED
      STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK. EATON VANCE
      AND UBS SECURITIES EACH HEREBY IRREVOCABLY SUBMIT TO THE JURISDICTION OF
      THE COURTS OF THE STATE OF NEW YORK LOCATED IN THE CITY AND COUNTY OF NEW
      YORK AND OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF
      NEW YORK FOR THE PURPOSE OF ANY SUCH ACTION OR PROCEEDING AS SET FORTH
      ABOVE AND IRREVOCABLY AGREE TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY
      IN CONNECTION WITH SUCH ACTION OR PROCEEDING. EACH OF EATON VANCE AND UBS
      SECURITIES HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY
      LAW, ANY OBJECTION WHICH IT MAY HAVE OR HEREAFTER MAY HAVE TO THE LAYING
      OF VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH REFERRED TO
      ABOVE AND ANY CLAIM THAT ANY SUCH ACTION OR PROCEEDING HAS BEEN BROUGHT IN
      AN INCONVENIENT FORUM.


                                       4
<PAGE>
11.   Eaton Vance and UBS Securities each hereby irrevocably waive any right
      they may have to a trial by jury in respect of any claim based upon or
      arising out of this Agreement or the transactions contemplated hereby.

12.   This Agreement (including the attached Indemnification Agreement) embodies
      the entire agreement and understanding between the parties hereto and
      supersedes all prior agreements and understandings relating to the subject
      matter hereof. If any provision of this Agreement is determined to be
      invalid or unenforceable in any respect, such determination will not
      affect such provision in any other respect or any other provision of this
      Agreement, which will remain in full force and effect. This Agreement may
      not be amended or otherwise modified or waived except by an instrument in
      writing signed by both UBS Securities and Eaton Vance.

13.   All notices required or permitted to be sent under this Agreement shall be
      sent, if to Eaton Vance:

                  Eaton Vance Corporation
                  255 State Street
                  Boston, Massachusetts 02109

                  Attention: Chief Legal Officer

      or if to UBS Securities:

                  UBS Securities LLC
                  299 Park Avenue
                  New York, New York 10171

                  Attention:  Syndicate Department

      or such other name or address as may be given in writing to the other
      parties. Any notice shall be deemed to be given or received on the third
      day after deposit in the U.S. mail with certified postage prepaid or when
      actually received, whether by hand, express delivery service or facsimile
      transmission, whichever is earlier.

14.   This Agreement may be exercised on separate counterparts, each of which is
      deemed to be an original and all of which taken together constitute one
      and the same agreement.

15.   A copy of the Agreement and Declaration of Trust of Eaton Vance is on file
      with the Secretary of State of The Commonwealth of Massachusetts, and
      notice hereby is given that this Agreement is executed on behalf of the
      Trustees of Eaton Vance as Trustees and not individually and that the
      obligations or arising out of this Agreement are not binding upon any of
      the Trustees or beneficiaries individually but are binding only upon the
      assets and properties of Eaton Vance.



                                       5
<PAGE>
      IN WITNESS WHEREOF, the parties hereto have duly executed this Shareholder
Servicing Agreement as of the date first above written.

                                        EATON VANCE MANAGEMENT

                                        By: _____________________________
                                        Name:
                                        Title:


                                        UBS SECURITIES LLC

                                        By: _____________________________
                                        By:
                                        Title:

                                        By: _____________________________
                                        By:
                                        Title:



                                       6
<PAGE>
                  UBS Securities LLC Indemnification Agreement

                                                            September [  ], 2005


UBS Securities LLC
299 Park Avenue
New York, New York 10171

      In connection with the engagement of UBS Securities LLC ("UBS Securities")
to provide the Services to the undersigned (the "Company") as set forth in the
Shareholder Servicing Agreement dated September [ ], 2005, between the Company
and UBS Securities (the "Agreement"), in the event that UBS Securities becomes
involved in any capacity in any claim, suit, action, proceeding, investigation
or inquiry (including, without limitation, any shareholder or derivative action
or arbitration proceeding) (collectively, a "Proceeding") (i) in connection with
or arising out of any untrue statement or alleged untrue statement of a material
fact contained in information with respect to the Fund made public by or as
authorized by the Fund (except for information regarding UBS Securities itself
that UBS Securities specifically provided to the Fund in writing for inclusion
in such information) or any omission or alleged omission to state therein a
material fact necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading or (ii) otherwise in
connection with or arising out of the Agreement or the Services to be provided
thereunder, the Company agrees to indemnify, defend and hold UBS Securities
harmless to the fullest extent permitted by law, from and against any losses,
claims, damages, liabilities and expenses in connection with or arising out of
the Agreement or the Services to be provided thereunder (a "Covered Claim"),
except, in the case of clause (ii) above only, to the extent that it shall be
determined by a court of competent jurisdiction in a judgment that has become
final in that it is no longer subject to appeal or other review, that such
losses, claims, damages, liabilities and expenses resulted solely from the gross
negligence, bad faith or willful misconduct of UBS Securities. In addition, in
the event that UBS Securities becomes involved in any capacity in any Proceeding
which relates to a Covered Claim, the Company will reimburse UBS Securities for
its legal and other expenses (including the reasonable cost of any investigation
and preparation) as such expenses are incurred by UBS Securities in connection
therewith. If such indemnification were not to be available for any reason, the
Company agrees to contribute to the losses, claims, damages, liabilities and
expenses involved (i) in the proportion appropriate to reflect the relative
benefits received or sought to be received by the Company and its stockholders,
on the one hand, and UBS Securities, on the other hand, in the matters
contemplated by the Agreement or (ii) if (but only if and to the extent) the
allocation provided for in clause (i) is for any reason held unenforceable, in
such proportion as is appropriate to reflect not only the relative benefits
referred to in clause (i) but also the relative fault of the Company and its
stockholders, on the one hand, and the party entitled to contribution, on the
other hand, as well as any other relevant equitable considerations; provided,
that in no event shall the Company contribute less than the amount necessary to
assure that UBS Securities is not liable for losses, claims, damages,
liabilities and expenses in excess of the amount of fees actually received by
UBS Securities pursuant to the Agreement. Relative fault shall be determined by
reference to, among other things, whether any alleged untrue statement or
omission or any other alleged conduct relates to information provided by the
Company or other conduct by the Company (or its employees or other agents), on
the one hand, or by UBS Securities, on the other hand. The Company will not
settle any Proceeding in respect of which indemnity may be sought hereunder,
whether or not UBS Securities is an actual or potential party to such
Proceeding, without UBS Securities' prior written consent. For purposes of this
Indemnification Agreement, UBS Securities shall include UBS Securities LLC, any
of its affiliates, each other person, if any, controlling UBS Securities or any
of its affiliates, their respective officers, current and former directors,
employees and agents, and the successors and assigns of all of the foregoing
persons. The foregoing indemnity and

                                       7
<PAGE>
contribution agreement shall be in addition to any rights that any indemnified
party may have at common law or otherwise.

      If any Proceeding is brought against UBS Securities in respect of which
indemnity may be sought against the Company pursuant to the foregoing paragraph,
UBS Securities shall promptly notify the Company in writing of the institution
of such Proceeding and the Company shall assume the defense of such Proceeding,
including the employment of counsel reasonably satisfactory to UBS Securities
and payment of all fees and expenses; provided, however, that the omission to so
notify the Company shall not relieve the Company from any liability which the
Company may have to UBS Securities or otherwise, unless and only to the extent
that, such omission results in the forfeiture of substantive rights or defenses
by the Company. UBS Securities shall have the right to employ its own counsel in
any such case, but the fees and expenses of such counsel shall be at the expense
of UBS Securities unless the employment of such counsel shall have been
authorized in writing by the Company in connection with the defense of such
Proceeding or the Company shall not have, within a reasonable period of time in
light of the circumstances, employed counsel to have charge of the defense of
such Proceeding or UBS Securities shall have reasonably concluded that there may
be defenses available to it which are different from, additional to or in
conflict with those available to the Company (in which case the Company shall
not have the right to direct the defense of such Proceeding on behalf of UBS
Securities), in any of which events such fees and expenses shall be borne by the
Company and paid as incurred (it being understood, however, that the Company
shall not be liable for the expenses of more than one separate counsel (in
addition to any local counsel) in any one Proceeding or series of related
Proceedings in the same jurisdiction). The Company shall not be liable for any
settlement of any Proceeding effected without its written consent but if settled
with the written consent of the Company, the Company agrees to indemnify and
hold harmless UBS Securities from and against any loss or liability by reason of
such settlement. Notwithstanding the foregoing sentence, if at any time UBS
Securities shall have requested the Company to reimburse UBS Securities for fees
and expenses of counsel as contemplated by the second sentence of this
paragraph, then the Company agrees that it shall be liable for any settlement of
any Proceeding effected without its written consent if (i) such settlement is
entered into more than 60 business days after receipt by the Company of the
aforesaid request, (ii) the Company shall not have reimbursed UBS Securities in
accordance with such request prior to the date of such settlement and (iii) UBS
Securities shall have given the Company at least 30 days' prior notice of its
intention to settle.

      The Company agrees that neither UBS Securities nor any of its affiliates,
directors, agents, employees or controlling persons shall have any liability to
the Company or any person asserting claims on behalf of or in right of the
Company in connection with or as a result of a Covered Claim, except to the
extent that it shall be determined by a court of competent jurisdiction in a
judgment that has become final in that it is no longer subject to appeal or
other review that any losses, claims, damages, liabilities or expenses incurred
by the Company resulted solely from the gross negligence, bad faith or willful
misconduct of UBS Securities in performing the Services.

            THIS INDEMNIFICATION AGREEMENT AND ANY CLAIM, COUNTERCLAIM OR
DISPUTE OF ANY KIND OR NATURE WHATSOEVER ARISING OUT OF OR IN ANY WAY RELATING
TO THIS AGREEMENT ("CLAIM"), DIRECTLY OR INDIRECTLY, SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. EXCEPT AS SET
FORTH BELOW, NO CLAIM MAY BE COMMENCED, PROSECUTED OR CONTINUED IN ANY COURT
OTHER THAN THE COURTS OF THE STATE OF NEW YORK LOCATED IN THE CITY AND COUNTY OF
NEW YORK OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW
YORK, WHICH COURTS SHALL HAVE EXCLUSIVE JURISDICTION OVER THE ADJUDICATION OF
SUCH MATTERS, AND THE COMPANY AND UBS SECURITIES CONSENT TO THE JURISDICTION OF
SUCH COURTS AND PERSONAL SERVICE WITH RESPECT THERETO. THE COMPANY HEREBY

                                       8
<PAGE>
CONSENTS TO PERSONAL JURISDICTION, SERVICE AND VENUE IN ANY COURT IN WHICH ANY
CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT IS BROUGHT BY AND
THIRD PARTY AGAINST UBS SECURITIES OR ANY INDEMNIFIED PARTY. EACH OF UBS
SECURITIES AND THE COMPANY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING
OR CLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR IN
ANY WAY RELATING TO THIS AGREEMENT. THE COMPANY AGREES THAT A FINAL JUDGMENT IN
ANY PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT
BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON THE COMPANY AND
MAY BE ENFORCED IN ANY OTHER COURTS TO THE JURISDICTION OF WHICH THE COMPANY IS
OR MAY BE SUBJECT, BY SUIT UPON SUCH JUDGMENT.



                                       9
<PAGE>
      The foregoing Indemnification Agreement shall remain in full force and
effect notwithstanding any termination of UBS Securities' engagement. This
Indemnification Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which shall constitute one and the
same agreement.

                                      Very truly yours,

                                      EATON VANCE MANAGEMENT


                                      By:   ___________________________
                                      Name:
                                      Title:

Accepted and agreed to as of
the date first above written:

UBS SECURITIES LLC


By:   ___________________________
By:
Title:


By:   ___________________________
By:
Title:



                                       10
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(N)
<SEQUENCE>15
<FILENAME>b56372a1exv99wxny.txt
<DESCRIPTION>CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
<TEXT>
<PAGE>
                                                                     Exhibit (n)

            INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM'S CONSENT

We consent to the reference to our Firm under the heading "Independent
Registered Public Accounting Firm" in the Prospectus and Statement of Additional
Information in this Pre-Effective Amendment No. 1 to the Registration Statement
of Eaton Vance Tax-Managed Global Buy-Write Opportunities Fund (the "Fund") on
Form N-2 filed by the Fund under the Securities Act of 1933, as amended
(Registration No. 333-123961) and under the Investment Company Act of 1940, as
amended (Registration No. 811-21745).

/s/ Deloitte & Touche LLP
-----------------------------
Boston, Massachusetts
August 23, 2005
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(S)(1)
<SEQUENCE>16
<FILENAME>b56372a1exv99wxsyx1y.txt
<DESCRIPTION>POWER OF ATTORNEY DATED APRIL 18, 2005
<TEXT>
<PAGE>
                                                                  Exhibit (s)(1)

                                POWER OF ATTORNEY

     We, the undersigned officers and Trustees of Eaton Vance Tax-Managed Global
Buy-Write Opportunities Fund, a Massachusetts business trust, do hereby
severally constitute and appoint Alan R. Dynner, Thomas E. Faust Jr., James B.
Hawkes or James L. O'Connor, or any of them, to be true, sufficient and lawful
attorneys, or attorney for each of us, to sign for each of us, in the name of
each of us in the capacities indicated below, Registration Statements and any
and all amendments (including post-effective amendments) to such Registration
Statements on Form N-2 filed by Eaton Vance Tax-Managed Global Buy-Write
Opportunities Fund with the Securities and Exchange Commission in respect of any
class of shares of beneficial interest and other documents and papers relating
thereto.

     IN WITNESS WHEREOF we have hereunto set our hands on the dates set opposite
our respective signatures.

<TABLE>
<CAPTION>
         Signature                      Title                 Date
         ---------                      -----                 ----
<S>                           <C>                        <C>


/s/ Duncan W. Richardson      President and Principal    April 18, 2005
---------------------------   Executive officer
Duncan W. Richardson


/s/ James L. O'Connor         Treasurer and Principal    April 18, 2005
---------------------------   Financial and Accounting
James L. O'Connor             Officer


/s/ James B. Hawkes           Trustee                    April 18, 2005
---------------------------
James B. Hawkes


/s/ Samuel L. Hayes, III      Trustee                    April 18, 2005
---------------------------
Samuel L. Hayes, III


/s/ William H. Park           Trustee                    April 18, 2005
---------------------------
William H. Park


/s/ Ronald A. Pearlman        Trustee                    April 18, 2005
---------------------------
Ronald A. Pearlman


/s/ Norton H. Reamer          Trustee                    April 18, 2005
---------------------------
Norton H. Reamer


/s/ Lynn A. Stout             Trustee                    April 18, 2005
---------------------------
Lynn A. Stout
</TABLE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(S)(2)
<SEQUENCE>17
<FILENAME>b56372a1exv99wxsyx2y.txt
<DESCRIPTION>POWER OF ATTORNEY DATED APRIL 29, 2005
<TEXT>
<PAGE>
                                                                  Exhibit (s)(2)

                                POWER OF ATTORNEY

     We, the undersigned officers and Trustees of Eaton Vance Tax-Managed Global
Buy-Write Opportunities Fund, a Massachusetts business trust, do hereby
severally constitute and appoint Alan R. Dynner, Thomas E. Faust Jr., James B.
Hawkes or James L. O'Connor, or any of them, to be true, sufficient and lawful
attorneys, or attorney for each of us, to sign for each of us, in the name of
each of us in the capacities indicated below, Registration Statements and any
and all amendments (including post-effective amendments) to such Registration
Statements on Form N-2 filed by Eaton Vance Tax-Managed Global Buy-Write
Opportunities Fund with the Securities and Exchange Commission in respect of any
class of shares of beneficial interest and other documents and papers relating
thereto.

     IN WITNESS WHEREOF we have hereunto set our hands on the dates set opposite
our respective signatures.

<TABLE>
<CAPTION>
           Signature              Title         Date
           ---------              -----         ----
<S>                              <C>       <C>


/s/ Benjamin C. Esty             Trustee   April 29, 2005
------------------------------
Benjamin C. Esty


Ralph F. Verni                   Trustee   April 29, 2005
------------------------------
Ralph F. Verni
</TABLE>

<PAGE>

                               POWER OF ATTORNEY

     We, the undersigned officers and Trustees of Eaton Vance Tax-Managed Global
Buy-Write Opportunities Fund, a Massachusetts business trust, do hereby
severally constitute and appoint Alan R. Dynner, Thomas E. Faust Jr., James B.
Hawkes or James L. O'Connor, or any of them, to be true, sufficient and lawful
attorneys, or attorney for each of us, to sign for each of us, in the name of
each of us in the capacities indicated below, Registration Statements and any
and all amendments (including post-effective amendments) to such Registration
Statements on Form N-2 filed by Eaton Vance Tax-Managed Global Buy-Write
Opportunities Fund with the Securities and Exchange Commission in respect of any
class of shares of beneficial interest and other documents and papers relating
thereto.

     IN WITNESS WHEREOF we have hereunto set our hands on the dates set opposite
our respective signatures.

<TABLE>
<CAPTION>
           Signature              Title         Date
           ---------              -----         ----
<S>                              <C>       <C>


Benjamin C. Esty                 Trustee   April 29, 2005
------------------------------
Benjamin C. Esty


/s/ Ralph F. Verni               Trustee   April 29, 2005
------------------------------
Ralph F. Verni
</TABLE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>COVER
<SEQUENCE>18
<FILENAME>filename18.txt
<TEXT>
<PAGE>
Kirkpatrick & Lockhart Nicholson Graham LLP
75 State Street
Boston, MA 02109
Tel.: (617) 261-3246
Fax.: (617) 261-3175

August 24, 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 (333-123961; 811-21745)

Dear Mr. Di Stefano:

     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 Pre-Effective Amendment No. 1 to the Fund's registration
statement on Form N-2 relating to Registrant's initial issuance of common shares
of beneficial interest, par value $.01 per share ("Pre-Effective Amendment No.
1").

     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 to the undersigned at (617) 261-3246.

                                        Sincerely,


                                        /s/ Clair E. Pagnano
                                        ----------------------------------------
                                        Clair E. Pagnano
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
