<SEC-DOCUMENT>0000950135-04-004565.txt : 20120829
<SEC-HEADER>0000950135-04-004565.hdr.sgml : 20120829

<ACCEPTANCE-DATETIME>20040924101845

<PRIVATE-TO-PUBLIC>

ACCESSION NUMBER:		0000950135-04-004565

CONFORMED SUBMISSION TYPE:	N-2/A

PUBLIC DOCUMENT COUNT:		17

FILED AS OF DATE:		20040924

DATE AS OF CHANGE:		20050314


FILER:


	COMPANY DATA:	

		COMPANY CONFORMED NAME:			Eaton Vance Enhanced Equity Income Fund

		CENTRAL INDEX KEY:			0001300391

		IRS NUMBER:				000000000



	FILING VALUES:

		FORM TYPE:		N-2/A

		SEC ACT:		1933 Act

		SEC FILE NUMBER:	333-118180

		FILM NUMBER:		041043953



	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 Enhanced Equity Income Fund

		CENTRAL INDEX KEY:			0001300391

		IRS NUMBER:				000000000



	FILING VALUES:

		FORM TYPE:		N-2/A

		SEC ACT:		1940 Act

		SEC FILE NUMBER:	811-21614

		FILM NUMBER:		041043954



	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>b51783a1nv2za.txt
<DESCRIPTION>EATON VANCE ENHANCED EQUITY INCOME FUND
<TEXT>
<PAGE>

      As filed with the Securities and Exchange Commission on September 24, 2004
                                                  1933 Act File No. 333-118180
                                                  1940 Act File No. 811-21614

                     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 ENHANCED EQUITY INCOME FUND
               --------------------------------------------------
               (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

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

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

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

                          COPIES OF COMMUNICATIONS TO:

       MARK P. GOSHKO, ESQ.                      THOMAS A. HALE, ESQ.
    KIRKPATRICK & LOCKHART LLP          SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
          75 STATE STREET                  333 WEST WACKER DRIVE, SUITE 2100
    BOSTON, MASSACHUSETTS 02109                CHICAGO, ILLINOIS 60606

      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, as amended, other than securities offered in connection with a
dividend reinvestment plan, check the following box.[ ]

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

<PAGE>

CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933

<TABLE>
<CAPTION>
                                                              PROPOSED          PROPOSED
                                                              MAXIMUM            MAXIMUM
                                         AMOUNT BEING         OFFERING          AGGREGATE           AMOUNT OF
   TITLE OF SECURITIES BEING              REGISTERED       PRICE PER UNIT     OFFERING PRICE     REGISTRATION FEES
         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            $126.70
</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 $126.70 was previously paid in connection with the
      initial filing filed on August 12, 2004.

                             ______________________

      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, AS AMENDED, 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 INCOMPLETE 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 WE ARE NOT SOLICITING OFFERS TO BUY THESE SECURITIES, IN
ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

PRELIMINARY PROSPECTUS          SUBJECT TO COMPLETION         September 24, 2004
--------------------------------------------------------------------------------

                               SHARES

                EATON VANCE ENHANCED EQUITY INCOME FUND

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

INVESTMENT OBJECTIVES.  Eaton Vance Enhanced Equity Income Fund (the "Fund") is
a newly organized, diversified, closed-end management investment company. The
Fund's primary investment objective is to provide current income, with a
secondary objective of capital appreciation. The Fund will pursue its investment
objectives by investing primarily in a portfolio of large- and
mid-capitalization common stocks, seeking to invest primarily in companies with
above-average growth and financial strength. Under normal market conditions, the
Fund will seek to generate current earnings from option premiums by selling
covered call options on a substantial portion of its portfolio securities. There
can be no assurance that the Fund will achieve its investment objectives.

INVESTMENT ADVISER AND SUB-ADVISER.  The Fund's investment adviser is Eaton
Vance Management ("Eaton Vance" or the "Adviser"). As of July 31, 2004, Eaton
Vance and its subsidiaries managed approximately $89.4 billion on behalf of
funds, institutional clients and individuals, including approximately $33.0
billion in equity fund assets. Eaton Vance has engaged Rampart Investment
Management Company ("Rampart" or the "Sub-Adviser") as a sub-adviser to provide
advice on and execution of the Fund's options strategy. Rampart, founded in
1983, specializes in options management and trading for institutional and high
net worth investors. Rampart managed approximately $1.0 billion in assets as of
August 31, 2004.

PORTFOLIO CONTENTS.  Under normal market conditions, the Fund will invest at
least 80% of its total assets in common stocks. Normally, the Fund will invest
primarily in common stocks of large- and mid-capitalization issuers that meet
the Fund's selection criteria of above-average growth and financial strength.
Under normal market conditions, the Fund expects to invest in at least 75
securities, seeking to reduce the Fund's exposure to individual stock risks. The
Fund generally will invest in common stocks on which exchange traded call
options are currently available. The Fund will invest primarily in common stocks
of U.S. issuers, although the Fund may invest up to 10% of its total assets in
securities of foreign issuers.

Under normal market conditions, the Fund intends to pursue its primary
investment objective principally by employing an options strategy of writing
(selling) covered call options on a substantial portion of its portfolio
securities.                                    (continued on inside front cover)

BECAUSE THE FUND IS NEWLY ORGANIZED, ITS COMMON SHARES HAVE NO HISTORY OF PUBLIC
TRADING.

INVESTING IN SHARES INVOLVES CERTAIN RISKS. SEE "INVESTMENT OBJECTIVES, POLICIES
AND RISKS" BEGINNING AT PAGE 12.

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(1)     PROCEEDS TO FUND
------------------------------------------------------------------------------------------------------------------
<S>                                                           <C>               <C>               <C>
Per share                                                              $20.00           $0.90               $19.10
------------------------------------------------------------------------------------------------------------------
Total                                                                       $               $                    $
------------------------------------------------------------------------------------------------------------------
Total assuming full exercise of the over-allotment option                   $               $                    $
------------------------------------------------------------------------------------------------------------------
</Table>

(1)  Eaton Vance (not the Fund) will pay certain additional compensation to
     qualifying underwriters. See "Underwriting." Eaton Vance (not the Fund)
     will pay UBS Securities LLC for services provided pursuant to a shareholder
     servicing agreement between UBS Securities LLC and Eaton Vance. See
     "Shareholder Servicing Agent, custodian and transfer agent." The total
     amount of the foregoing payments will not exceed 4.50% of the aggregate
     initial offering price of the Common Shares offered hereby.

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 loads)
exceeds $0.04 per share. Eaton Vance or an affiliate has agreed to reimburse all
Fund organizational costs.

<Table>
<Caption>
<S>                    <C>                             <C>
UBS INVESTMENT BANK         MERRILL LYNCH & CO.                            WACHOVIA SECURITIES
A.G. EDWARDS           H&R BLOCK FINANCIAL ADVISORS,         J.J.B. HILLIARD, W.L. LYONS, INC.
                                   INC.
RAYMOND JAMES               RBC CAPITAL MARKETS                    WELLS FARGO SECURITIES, LLC
</Table>
<PAGE>

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

The extent of option writing activity will depend upon market conditions and the
Adviser's ongoing assessment of the attractiveness of writing call options on
the Fund's stock holdings. Writing covered call options involves a tradeoff
between the option premiums received and reduced participation in potential
future stock price appreciation. Depending on the Adviser's evaluation, the Fund
may write covered call options on varying percentages of the Fund's common stock
holdings. The Fund seeks to generate current earnings from option writing
premiums and, to a lesser extent, from dividends on stocks held. The Fund's call
option-writing program will seek to achieve a high level of net option premiums,
while maintaining the potential for capital appreciation in each stock on which
options are written up to a defined target price for that stock determined by
the Adviser. The Adviser and Sub-Adviser believe that by coordinating their
activities they will be able to achieve the Fund's investment objectives. In
particular, the Adviser's active management style, which incorporates a
research-driven fundamental investment approach, seeks to complement the
Sub-Adviser's systematic option methodology, which utilizes a proprietary
options analysis and management system.

The Fund may in certain circumstances purchase put options on the Standard &
Poor's 500 Composite Stock Price Index, the S&P MidCap 400 Index, any other
broad-based securities index deemed suitable for this purpose, and/or on
individual stocks held in its portfolio or use other derivative instruments in
order to help protect against a decline in the value of its portfolio
securities.

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

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      , 2004, 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
47 of this Prospectus. This Prospectus incorporates by reference the entire
Statement of Additional Information. The Statement of Additional Information is
available along with other Fund-related materials: at the SEC's public reference
room in Washington, DC (call 1-202-942-8090 for information on the operation of
the reference room); from the EDGAR database on the SEC's internet site
(http://www.sec.gov); upon payment of copying fees by writing to the SEC's
public reference section, Washington, DC 20549-0102; or by electronic mail at
publicinfo@sec.gov. The Fund's address is The Eaton Vance Building, 255 State
Street, Boston, Massachusetts 02109 and its telephone number is 1-800-225-6265.

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

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

The underwriters expect to deliver the shares to purchasers on or about
           , 2004.

You should rely only on the information contained or incorporated by reference
in this Prospectus. The Fund has not authorized anyone to provide you with
different information. The Fund is not making an offer of these securities in
any state where the offer is not permitted.

Until            , 2004 (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' obligation to deliver a Prospectus when acting as underwriters and with
respect to their unsold allotments or subscriptions.

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

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

<Table>
<S>                                     <C>
Prospectus summary....................    1
Summary of Fund expenses..............   11
The Fund..............................   12
Use of proceeds.......................   12
Investment objectives, policies and
  risks...............................   12
Management of the Fund................   28
Distributions.........................   30
Dividend reinvestment plan............   35
Description of capital structure......   37
Underwriting..........................   43
Shareholder Servicing Agent, custodian
  and transfer agent..................   45
Legal opinions........................   46
Reports to shareholders...............   46
Independent registered public
  accounting firm.....................   46
Additional information................   46
Table of contents for the Statement of
  Additional Information..............   47
The Fund's privacy policy.............   47
</Table>

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

Prospectus summary

This is only a summary. This summary may not contain all of the information that
you should consider before investing in the Fund's common shares. You should
review the more detailed information contained in this Prospectus and in the
Statement of Additional Information, especially the information set forth under
the heading "Investment objectives, policies and risks."

THE FUND

Eaton Vance Enhanced Equity Income Fund (the "Fund") is a newly organized,
diversified, closed-end management investment company. The Fund seeks to achieve
current income with the potential for capital appreciation. Investments are
based on Eaton Vance Management's ("Eaton Vance" or the "Adviser") internal
research and ongoing company analysis, which is generally not available to
individual investors. Rampart Investment Management Company ("Rampart" or the
"Sub-Adviser") has been engaged as a sub-adviser to provide Eaton Vance with
advice on and execution of the Fund's option writing strategy. 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, Merrill Lynch, Pierce, Fenner & Smith Incorporated, and Wachovia
Capital Markets, LLC. The common shares of beneficial interest are called
"Common Shares." The Underwriters have been granted an option by the Fund to
purchase up to      additional Common Shares solely to cover orders in excess of
     Common Shares. The initial public offering price is $20.00 per share. The
minimum purchase in this offering is 100 Shares ($2,000). See "Underwriting."
Eaton Vance or an affiliate has agreed to (i) reimburse all organizational costs
and (ii) pay all offering costs (other than sales loads) that exceed $0.04 per
Common Share.

INVESTMENT OBJECTIVES AND POLICIES

The Fund's primary investment objective is to provide current income, with a
secondary objective of capital appreciation. The Fund will pursue its investment
objectives by investing primarily in a portfolio of large- and
mid-capitalization common stocks, seeking to invest primarily in companies with
above-average growth and financial strength. Under normal market conditions, the
Fund will seek to generate current earnings from option premiums by selling
covered call options on a substantial portion of its portfolio securities. There
can be no assurance that the Fund will achieve its investment objectives.

Under normal market conditions, the Fund will invest at least 80% of its total
assets in common stocks. Normally, the Fund will invest primarily in common
stocks of large- and mid-capitalization issuers that meet the Fund's selection
criteria of above-average growth and financial strength. Under normal market
conditions, the Fund expects to invest in at least 75 securities, seeking to
reduce the Fund's exposure to individual stock risks. The Fund generally will
invest in common stocks on which exchange traded call options are currently
available. The Fund will invest primarily in common stocks of U.S. issuers,
although the Fund may invest up to 10% of its total assets in securities of
foreign issuers, including American Depositary Receipts ("ADRs"), Global
Depositary Receipts ("GDRs") and European Depositary Receipts ("EDRs").

Eaton Vance generally considers large-capitalization companies to be those
companies having market capitalizations equal to or greater than the median
capitalization of the companies included in the Standard & Poor's 500 Composite
Stock Price Index ("S&P 500"). As of August 31, 2004, the median capitalization
of companies on the S&P 500 was approximately $9.3 billion. Eaton Vance

                                                                               1
<PAGE>

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").

Under normal market conditions, the Fund intends to pursue its primary
investment objective principally by employing an options strategy of writing
(selling) covered call options on a substantial portion of its portfolio
securities. The extent of option writing activity will depend upon market
conditions and the Adviser's ongoing assessment of the attractiveness of writing
call options on the Fund's stock holdings. Writing covered call options involves
a tradeoff between the option premiums received and reduced participation in
potential future stock price appreciation. Depending on the Adviser's
evaluation, the Fund may write covered call options on varying percentages of
the Fund's common stock holdings. The Fund seeks to generate current earnings
from option writing premiums and, to a lesser extent, from dividends on stocks
held. The Fund may in certain circumstances purchase put options on the S&P 500,
the S&P MidCap 400, any other broad-based securities index deemed suitable for
this purpose, and/or on individual stocks held in its portfolio or use other
derivative instruments in order to help protect against a decline in the value
of its portfolio securities.

The Fund normally expects that its investments 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.

INVESTMENT STRATEGY

A team of Eaton Vance investment professionals with extensive experience in
equity research and management is responsible for the overall management of the
Fund's investments. Rampart Investment Management Company ("Rampart" or the
"Sub-Adviser") has been engaged as a sub-adviser to provide Eaton Vance with
advice on and execution of the Fund's option writing strategy. The Fund's
investments are actively managed, and securities and other investments may be
bought or sold on a daily basis.

The Adviser believes that a strategy combining active equity portfolio
management with a systematic program of covered call option writing can provide
potentially attractive long-term returns. The Adviser further believes that a
strategy of owning common stocks in conjunction with writing covered call
options on a substantial portion of the stocks held should generally provide
returns that are superior to simply owning the same stocks 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 stock-plus-covered calls
strategy generally be expected to underperform the stocks held.

Investment decisions for the Fund will be made primarily on the basis of
fundamental research. The Eaton Vance portfolio managers will utilize
information provided by, and the expertise of, the Adviser's research staff in
making investment decisions. The Adviser believes that investments in companies
with above average growth and financial strength should provide attractive
opportunities for investment appreciation. The Adviser seeks to identify such
stocks by focusing, without limitation, on issuers with the following
characteristics: (1) sustainable competitive advantages, (2) predictable and
dependable cash flows, (3) high quality management teams and (4) solid balance
sheets. Many of these considerations are subjective. In addition to its careful
research based analysis in selecting investments for the Fund, the Adviser will
also place a strong emphasis on the ongoing evaluation of portfolio holdings and
the appropriate time and circumstances to sell or reduce a holding. In this
regard, the Adviser may sell a stock when it believes it is fully valued, the
fundamentals of the company deteriorate, the stock's price falls below its
acquisition cost, management fails to execute its strategy or to pursue other
more attractive investment opportunities, among other reasons.

The Adviser and Sub-Adviser believe that by coordinating their activities, they
will be able to achieve the Fund's investment objectives. In particular, the
Adviser's active management style seeks to complement the Sub-Adviser's
systematic option methodology. The Fund's call option-writing program

 2
<PAGE>

will seek to achieve a high level of net option premiums, while maintaining the
potential for capital appreciation in each stock on which options are written up
to a defined target price for that stock determined by the Adviser. To achieve
this goal, Rampart utilizes proprietary options management and options trading
analytical tools (Rampart Options Management System (ROMS)). Additionally, the
Adviser's long-term investment approach and low core turnover of the underlying
portfolio allows for more efficient option overlay potential.

The Fund expects initially to write primarily exchange-listed call options on
individual stocks held in the Fund's portfolio (rather than S&P 500, S&P MidCap
400, or other index options), primarily with shorter maturities (typically two
to six months until expiration) and primarily at exercise prices approximately
equal to or slightly above the current stock price when written, which may allow
for upside potential. When an option-writing program is established for a
particular stock, options will typically be written on a portion of the total
stock position. If the stock price increases, the Fund will normally look to buy
back the call options written and to sell new call options at higher exercise
prices on a greater number of shares. If the stock price declines, the Fund will
normally seek to buy back the call options written and to sell new call options
at lower exercise prices on fewer shares. The Fund will seek to execute option
rolls (as described above) such that the premium received from writing new
options generally exceeds the amounts paid to close the positions being
replaced. The Fund may also write covered call options with different
characteristics and managed differently than described in this paragraph.

In addition to the intended strategy of selling covered call options and
purchasing put options, the Fund may invest up to 20% of its total assets in
other derivative instruments acquired for hedging, risk management and
investment purposes (to gain exposure to securities, securities markets, markets
indices and/or currencies consistent with its investment objectives and
policies), provided that no more than 10% of the Fund's total assets may be
invested in such derivative instruments acquired for non-hedging purposes. Among
other derivative strategies, the Fund may purchase put options on the S&P 500,
the S&P MidCap 400, any other broad-based securities index deemed suitable for
this purpose, and/or on individual stocks held in its portfolio or use other
derivative instruments in order to help protect against a decline in the value
of its portfolio securities. Derivative instruments may be used by the Fund to
enhance returns or as a substitute for the purchase or sale of securities.

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

LISTING

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

INVESTMENT ADVISER, ADMINISTRATOR AND SUB-ADVISER

Eaton Vance, a direct wholly-owned subsidiary of Eaton Vance Corp., is the
Fund's investment adviser and administrator. The Adviser and its subsidiaries
manage approximately $89.4 billion on behalf of funds, institutional clients and
individuals as of July 31, 2004, including approximately $33.0 billion in equity
fund assets. Twenty-eight of the funds managed by Eaton Vance are closed-end
funds. Eaton Vance has engaged Rampart as a sub-adviser to provide advice on and
execution of the Fund's options strategy. Rampart, founded in 1983, specializes
in option management and trading for institutional and high net worth investors.
Rampart managed approximately $1.0 billion in assets as of August 31, 2004. See
"Management of the Fund."

DISTRIBUTIONS

Commencing with the Fund's first distribution, the Fund intends to make regular
monthly distributions to Common Shareholders based upon the Fund's projected
annual cash available from option

                                                                               3
<PAGE>

premiums and dividends. For distribution purposes, "cash available from option
premiums and dividends" will consist of the total proceeds of options sales plus
dividends and interest received, less amounts paid to purchase options and 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 45-60 days and paid approximately 60-90 days after the
completion of this offering, depending on market conditions.

The Fund's annual cash available from options premiums and dividends will likely
differ from annual net investment income. The investment income of the Fund will
consist of all dividend and interest income accrued on portfolio investments,
short-term capital gain (including short-term gains on terminated option
positions and gains on the sale of portfolio investments held for one year or
less) and income from certain hedging transactions, less all expenses of the
Fund. Expenses of the Fund will be accrued each day. Over time, all of the
Fund's investment company taxable income will be distributed. In addition, 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). To
the extent that that Fund's net investment income and net capital gain for any
year exceed the total monthly 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. If the Fund's total monthly distributions in any year exceed the
amount of its net investment income and net capital gain for the year, any such
excess would be characterized as a return of capital. 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.

To permit the Fund to maintain more stable distributions, distribution rates
will be based on projected annual cash available from options premiums and
dividends. As a result, the distributions paid by the Fund for any particular
month may be more or less than the amount of cash available from options
premiums and dividends for that month. In such circumstances, the Fund may have
to sell a portion of its investment portfolio to make a distribution at a time
when independent investment judgment might not dictate such action.
Undistributed net investment income is included in the Common Shares' net asset
value, and, correspondingly, distributions from net investment income 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 "Distributions" and "Dividend reinvestment plan."

DIVIDEND REINVESTMENT PLAN

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

CLOSED-END STRUCTURE

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

 4
<PAGE>

in a continuous offering of their shares. Mutual funds are subject to continuous
asset in-flows and out-flows that can complicate portfolio management, whereas
closed-end funds generally can stay more fully invested in securities consistent
with the closed-end fund's investment objectives and policies. In addition, in
comparison to open-end funds, closed-end funds have greater flexibility in the
employment of financial leverage, and in the ability to make certain types of
investments. Shares of closed-end funds listed on an exchange may be purchased
and sold throughout each trading day, whereas purchases and sales of mutual
funds are generally effected as of the close of market trading. However, shares
of closed-end funds frequently trade at a discount from their net asset value.
In recognition of the possibility that the Common Shares might trade at a
discount to net asset value and that any such discount may not be in the
interest of Common Shareholders, the Fund's Board of Trustees (the "Board"), in
consultation with Eaton Vance, from time to time may review possible actions to
reduce any such discount. The Board might consider open market repurchases or
tender offers for Common Shares at net asset value. There can be no assurance
that the Board will decide to undertake any of these actions or that, if
undertaken, such actions would result in the Common Shares trading at a price
equal to or close to net asset value per Common Share. The Board might also
consider the conversion of the Fund to an open-end mutual fund. The Board
believes, however, that the closed-end structure is desirable, given the Fund's
investment objectives and policies. Investors should assume, therefore, that it
is highly unlikely that the Board would vote to convert the Fund to an open-end
investment company. Although the Fund has no current intention to issue
preferred shares, investors should note that any possible future issuance of
preferred shares to provide investment leverage could make a conversion to
open-end form more difficult because of the voting rights of preferred
shareholders, the costs of redeeming preferred shares and other factors. See
"Description of capital structure."

SPECIAL RISK CONSIDERATIONS

NO OPERATING HISTORY
The Fund is a 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. In addition, by writing
(selling) call options on the equity securities held in the Fund's portfolio,
the capital appreciation potential of such securities will be limited to the
difference between the exercise price of the call options written and the
purchase price of the equity security underlying such options. 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
At least 80% of the Fund's total assets will be invested in common stocks and
therefore a principal risk of investing in the Fund is equity risk. Equity risk
is the risk that 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

                                                                               5
<PAGE>

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

RISKS ASSOCIATED WITH OPTIONS ON SECURITIES
There are numerous risks associated with transactions in options on securities.
A decision as to whether, when and how to use options involves the exercise of
skill and judgment, and even a well-conceived transaction may be unsuccessful to
some degree because of market behavior or unexpected events. As the writer of a
covered call option, the Fund forgoes, during the option's life, the opportunity
to profit from increases in the market value of the security covering the call
option above the sum of the option premium received and the exercise price of
the call, but has retained the risk of loss, minus the option premium received,
should the price of the underlying security decline. The writer of an option has
no control over when during the exercise period of the option it may be required
to fulfill its obligation as a writer of the option. Once an option writer has
received an exercise notice, it cannot effect a closing purchase transaction in
order to terminate its obligation under the option and must deliver the
underlying security at the exercise price. Thus, the use of options may require
the Fund to sell portfolio securities at inopportune times or for prices other
than current market values, may limit the amount of appreciation the Fund can
realize on an investment, or may cause the Fund to hold a security that it might
otherwise sell.

The value of options may also be adversely affected if the market for such
options becomes less liquid or smaller. There can be no assurance that a liquid
market will exist when the Fund seeks to close out an option position either, in
the case of a call option written, by buying the option, or, in the case of a
purchased put option, by selling 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 Fund's ability to terminate over-the-counter options will be
more limited than with exchange-traded options and may involve the risk that
broker-dealers participating in such transactions will not fulfill their
obligations. If the Fund were unable to close out a covered call option that it
had written on a security, it would not be able to sell the underlying security
unless the option expired without exercise.

The hours of trading for options may not conform to the hours during which the
underlying securities are traded. To the extent that the options markets close
before the markets for the underlying securities, significant price and rate
movements can take place in the underlying markets that would not be reflected
concurrently in the options markets. Call options are marked to market daily and
their value will be affected by changes in the value of and dividend rates of
the underlying common stocks,

 6
<PAGE>

changes in interest rates, changes in the actual or perceived volatility of the
stock market and the underlying common stocks and the remaining time to the
options' expiration. Additionally, the exercise price of an option may be
adjusted downward before the option's expiration as a result of the occurrence
of certain corporate events affecting the underlying equity security, such as
extraordinary dividends, stock splits, merger or other extraordinary
distributions or events. A reduction in the exercise price of an option would
reduce the Fund's capital appreciation potential on the underlying security.

If the Fund purchases put options for hedging or risk management purposes, the
Fund will be subject to the following additional risks. A put option acquired by
the Fund and not sold prior to expiration will expire worthless if the price of
the stock or index at expiration exceeds the exercise price of the option,
thereby causing the Fund to lose its entire investment in the option. If
restrictions on exercise were imposed, the Fund might be unable to exercise an
option it had purchased. If the Fund were unable to close out an option that it
had purchased, it would have to exercise the option in order to realize any
profit or the option may expire worthless. Stock market indices on which the
Fund may purchase options positions will not mirror the Fund's actual portfolio
holdings. The effectiveness of index put options as hedges against declines in
the Fund's stock portfolio will be limited to the extent that the performance of
the underlying index does not correlate with that of the Fund's holdings.

LIMITATION ON OPTION WRITING
The number of call options the Fund can write is limited by the number of shares
of common stock the Fund holds, and further limited by the fact that listed call
options on individual common stocks generally trade in units representing 100
shares of the underlying stock. Furthermore, the Fund's options transactions
will be subject to limitations established by each of the exchanges, boards of
trade or other trading facilities on which such options are traded. These
limitations govern the maximum number of options in each class which may be
written or purchased by a single investor or group of investors acting in
concert, regardless of whether the options are written or purchased on the same
or different exchanges, boards of trade or other trading facilities or are held
or written in one or more accounts or through one or more brokers. Thus, the
number of options which the Fund may write or purchase may be affected by
options written or purchased by other investment advisory clients of the Adviser
or Sub-Adviser. An exchange, board of trade or other trading facility may order
the liquidation of positions found to be in excess of these limits, and may
impose certain other sanctions. The Fund will not write "naked" or uncovered
call options.

RISKS OF MID-CAP COMPANIES
The Fund may invest substantially in 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

                                                                               7
<PAGE>

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.

DISTRIBUTION RISK
The monthly distributions Common Shareholders receive from the Fund will be
based primarily on the level of net option premiums and the dividends received
by the Fund. Net option premiums and dividend payments the Fund receives in
respect of its portfolio securities can vary widely over the short- and
long-term. If stock prices or stock price volatility declines, the level of
premiums from options writing and the amounts available for distribution from
options activity will likely decrease as well. Payments to purchase put options
and to close written call options will reduce amounts available for distribution
from call option premiums received and proceeds of closing put options.
Dividends on common stocks are not fixed but are declared at the discretion of
the issuer's board of directors. There is no guarantee that the issuers of
common stocks in which the Fund invests will declare dividends in the future or
that if declared they will remain at current levels or increase over time.
Dividends on any preferred stocks in which the Fund may invest are not
guaranteed and certain issues of preferred stock held by the Fund may be called
by the issuer.

FOREIGN SECURITY RISK
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). Since the Fund may 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.

INTEREST RATE RISK
The level of premiums from call options writing and the amounts available for
distribution from the Fund's options activity may decrease in declining interest
rate environments. Any preferred stocks paying fixed dividend rates in which the
Fund invests, will likely change in value as market interest rates change. When
interest rates rise, the market value of such securities generally will fall. To
the extent that the Fund invests in preferred stocks, the net asset value and
price of the Common Shares may decline if market interest rates rise. Interest
rates are currently low relative to historic levels. During periods of declining
interest rates, an issuer of preferred stock may exercise its option to redeem
securities prior to maturity, forcing the Fund to reinvest in lower yielding
securities. This is known as call risk. During periods of rising interest rates,
the average life of certain types of securities may be extended because of
slower than expected payments. This may lock in a below market yield, increase
the security's duration, and reduce the value of the security. This is known as
extension risk. The value of the Fund's common stock investments may also be
influenced by changes in interest rates.

 8
<PAGE>

SECTOR RISK
The Fund may invest a significant portion of its assets in securities of issuers
in any single industry or sector of the economy (a broad based economic segment
that may include many distinct industries) if companies in that industry or
sector meet the Fund's investment criteria. If the Fund is focused in an
industry or sector, it may present more risks than if it were broadly
diversified over numerous industries or sectors of the economy. A "sector" is a
broader economic segment that may include many different industries. This may
make the Fund more susceptible to adverse economic, political, or regulatory
occurrences affecting these sectors. As the percentage of the Fund's assets
invested in a particular sector increases, so does the potential for fluctuation
in the net asset value of Common Shares. 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.

DERIVATIVES RISK
In addition to writing covered call options and purchasing put 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
purchased 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 may obtain no
recovery in such circumstances.

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.

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 trading price of the Fund's Common
Shares may be less than the public offering price. The returns earned by Common
Shareholders who purchased their Common Shares in this offering and sell their
Common Shares below net asset value will be reduced.

FINANCIAL LEVERAGE
Although the Fund has no current intention to do so, the Fund is authorized 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.

                                                                               9
<PAGE>

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

MANAGEMENT RISK
The Fund is subject to management risk because it is an actively managed
portfolio. Eaton Vance, Rampart and the individual portfolio managers will apply
investment techniques and risk analyses in making investment decisions for the
Fund, but there can be no guarantee that these will produce the desired results.
The Fund may be subject to additional management risk because the Fund's options
program will require effective coordination between the Adviser and the
Sub-Adviser.

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
have the effect of limiting the ability of other persons or entities to acquire
control of the Fund or to change the composition of its Board. See "Description
of capital structure--Anti-takeover provisions in the Declaration of Trust."

 10
<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 the Fund................................  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 load) that exceed $0.04 per
    Common Share (0.20% of the offering price).

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

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

The expenses shown in the table are based on estimated amounts for the Fund's
first year of operations and assume that the Fund issues approximately
12,500,000 Common Shares. 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, estimated offering
expenses of this offering of $2), assuming (1) total annual expenses of 1.20% of
net assets attributable to Common Shares and (2) a 5% annual return(1):

<Table>
<Caption>
1 YEAR   3 YEARS   5 YEARS   10 YEARS
-------------------------------------
<S>      <C>       <C>       <C>
 $60       $85      $112       $187
</Table>

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

                                                                              11
<PAGE>

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

The Fund

Eaton Vance Enhanced Equity Income Fund (the "Fund") is a newly organized,
diversified, closed-end management investment company registered under the
Investment Company Act of 1940, as amended (the "1940 Act" or the "Investment
Company Act"). The Fund was organized as a Massachusetts business trust on
August 11, 2004 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, under normal market conditions, later than three
months after the receipt thereof. Pending such investment, the proceeds may be
invested in high-quality, short-term debt securities, cash and/or cash
equivalents. Eaton Vance or an affiliate has agreed to (i) reimburse all
organizational costs and (ii) pay all offering costs of the Fund (other than
sales loads) that exceed $0.04 per Common Share.

Investment objectives, policies and risks

INVESTMENT OBJECTIVES

The Fund's primary investment objective is to provide current income, with a
secondary objective of capital appreciation. The Fund will pursue its investment
objectives by investing primarily in a portfolio of large and mid-capitalization
common stocks, seeking to invest primarily in companies with above-average
growth and financial strength. Under normal market conditions, the Fund will
seek to generate current earnings from option premiums by selling covered call
options on a substantial portion of its portfolio securities. There can be no
assurance that the Fund will achieve its investment objectives.

PRIMARY INVESTMENT POLICIES

GENERAL COMPOSITION OF THE FUND
Under normal market conditions, the Fund will invest at least 80% of its total
assets in common stocks. Normally, the Fund will invest primarily in common
stocks of large- and mid-capitalization issuers that meet the Fund's selection
criteria of above-average growth and financial strength. Under normal market
conditions, the Fund expects to invest in at least 75 securities, seeking to
reduce the Fund's exposure to individual stock risks. The Fund generally will
invest in common stocks on which exchange traded call options are currently
available. The Fund will invest primarily in common stocks of U.S. issuers,
although the Fund may invest up to 10% of its total assets in securities of
foreign issuers, including American Depositary Receipts ("ADRs"), Global
Depositary Receipts ("GDRs") and European Depositary Receipts ("EDRs").

--------------------------------------------------------------------------------
 12
<PAGE>
INVESTMENT OBJECTIVES, POLICIES AND RISKS
--------------------------------------------------------------------------------

Eaton Vance generally considers large-capitalization companies to be those
companies having market capitalizations equal to or greater than the median
capitalization of the companies included in the Standard & Poor's 500 Composite
Stock Price Index ("S&P 500"). As of August 31, 2004, the median market
capitalization of companies on the S&P 500 was approximately $9.3 billion. Eaton
Vance generally considers mid-capitalization companies to be those companies
having market capitalizations within the range of capitalizations for the
Standard & Poor's MidCap 400 Index ("S&P MidCap 400").

The Fund's policy of investing, under normal market circumstances, at least 80%
of its total assets in common stocks is not considered to be fundamental by the
Fund and can be changed without a vote of the Fund's shareholders. However, this
policy may only be changed by the Fund's Board of Trustees (the "Board")
following the provision of 60 days prior written notice to the Fund's
shareholders.

Under normal market conditions, the Fund intends to pursue its primary
investment objective principally by employing an options strategy of writing
(selling) covered call options on a substantial portion of its portfolio
securities. The extent of option writing activity depends upon market conditions
and the Adviser's ongoing assessment of the attractiveness of writing call
options on the Fund's stock holdings. Writing covered call options involves a
tradeoff between the option premiums received and reduced participation in
potential future stock price appreciation. Depending on the Adviser's
evaluation, the Fund may write covered call options on varying percentages of
the Fund's common stock holdings. The Fund seeks to generate current earnings
from option writing premiums and, to a lesser extent, from dividends on stocks
held.

The Fund may in certain circumstances purchase put options on the S&P 500, S&P
MidCap 400, any other broad-based securities index deemed suitable for this
purpose, and/or on individual stocks held in its portfolio or use other
derivative instruments in order to help protect against a decline in the value
of its portfolio securities. The premiums paid to acquire any such put options
will reduce the amounts available for distribution to Common Shareholders from
options activities.

The Fund normally expects that its investments will be invested across a broad
range of industries and market sectors. The Fund may, however, invest up to any
amount less than 25% of its total assets in the securities of issuers in any
single industry or group of industries. See "--Risk considerations--Sector
risk."

INVESTMENT STRATEGY
A team of Eaton Vance investment professionals with extensive experience in
equity research and management is responsible for the overall management of the
Fund's investments. Rampart Investment Management Company. ("Rampart" or the
"Sub-Adviser") has been engaged as a sub-adviser to provide the Fund with advice
on and execution of its option writing strategy. The Fund's investments are
actively managed, and securities and other investments may be bought or sold on
a daily basis.

The Adviser believes that a strategy combining active equity portfolio
management with a systematic program of covered call option writing can provide
potentially attractive long-term returns. The Adviser further believes that a
strategy of owning common stocks in conjunction with writing covered call
options on a substantial portion of the stocks held should generally provide
returns that are superior to simply owning the same stocks 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 stock-plus-covered calls
strategy generally be expected to underperform the stocks held.

Investment decisions for the Fund will be made primarily on the basis of
fundamental research. The Eaton Vance portfolio managers will utilize
information provided by, and the expertise of, the Adviser's research staff in
making investment decisions. The Adviser believes that investments in

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companies with above average growth and financial strength should provide
attractive opportunities for investment appreciation. The Adviser seeks to
identify such stocks by focusing, without limitation, on issuers with the
following characteristics: (1) sustainable competitive advantages, (2)
predictable and dependable cash flows, (3) high quality management teams and (4)
solid balance sheets. Many of these considerations are subjective. In addition
to its careful research based analysis in selecting investments for the Fund,
the Adviser also places a strong emphasis on the ongoing evaluation of portfolio
holdings and the appropriate time and circumstances to sell or reduce a holding.
In this regard, the Adviser may sell a stock when it believes it is fully
valued, the fundamentals of a company deteriorate, a stock's price falls below
its acquisition cost, management fails to execute its strategy or to pursue
other more attractive investment opportunities, among other reasons.

The Adviser and Sub-Adviser believe that by coordinating their activities, they
will be able to achieve the Fund's investment objectives. In particular, the
Adviser's active management style seeks to complement the Sub-Adviser's
systematic option methodology. The Fund's call option-writing program will seek
to achieve a high level of net option premiums, while maintaining the potential
for capital appreciation in each stock on which options are written up to a
defined target price for that stock determined by the Adviser. To achieve this
goal, Rampart utilizes proprietary options management and options trading
analytical tools (Rampart Options Management System (ROMS)). Additionally, the
Adviser's long-term investment approach and low core turnover of the underlying
portfolio allows for more efficient option overlay potential.

The Fund expects initially to write primarily exchange-listed call options on
individual stocks held in the Fund's portfolio (rather than S&P 500, S&P MidCap
400 or other index options), primarily with shorter maturities (typically two to
six months until expiration) and primarily at exercise prices approximately
equal to or slightly above the current stock price when written, which may allow
for upside potential. When an option-writing program is established for a
particular stock, options will typically be written on a portion of the total
stock position. If the stock price increases, the Fund will normally look to buy
back the call options written and to sell new call options at higher exercise
prices on a greater number of shares. If the stock price declines, the Fund will
normally seek to buy back the call options written and to sell new call options
at lower exercise prices on fewer shares. The Fund will seek to execute option
rolls (as described above) such that the premium received from writing new
options generally exceeds the amounts paid to close the positions being
replaced. The Fund may also write covered call options with different
characteristics and managed differently than described in this paragraph.

In addition to the intended strategy of selling covered call options and
purchasing put options, the Fund may invest up to 20% of its total assets in
other derivative instruments acquired for hedging, risk management and
investment purposes (to gain exposure to securities, securities markets, markets
indices and/or currencies consistent with its investment objectives and
policies), provided that no more than 10% of the Fund's total assets may be
invested in such derivative instruments acquired for non-hedging purposes. Among
other derivative strategies, the Fund may purchase put options on the S&P 500,
the S&P MidCap 400, any other broad-based securities index deemed suitable for
this purpose, and/or on individual stocks held in its portfolio in order to help
protect against a decline in the value of its portfolio securities. Derivative
instruments may be used by the Fund to enhance returns or as a substitute for
the purchase or sale of securities.

COMMON STOCKS
Under normal market conditions, the Fund will invest at least 80% of its total
assets in common stocks. Common stock represents an equity ownership interest in
the issuing corporation. Holders of common stock generally have voting rights in
the issuer and are entitled to receive common stock dividends when, as and if
declared by the corporation's board of directors. Common stock normally

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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. The Fund will
have substantial exposure to common stocks.

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.

OPTIONS--GENERALLY
The Fund's principal options activity will consist of writing (selling) covered
call options on common stocks held. Among other potential options strategies,
the Fund may purchase put options on the S&P 500, the S&P MidCap 400, any other
broad-based securities index deemed suitable for this purpose, and/or on
individual stocks held in its portfolio to help protect against a decline in the
value of its portfolio securities. An option on a security is a contract that
gives the holder of the option, in return for a premium, the right to buy from
(in the case of a call) or sell to (in the case of a put) the writer of the
option the security underlying the option at a specified exercise or "strike"
price. The writer of an option on a security has the obligation upon exercise of
the option to deliver the underlying security upon payment of the exercise price
or to pay the exercise price upon delivery of the underlying security. Certain
options, known as "American style" options may be exercised at any time during
the term of the option. Other options, known as "European style" options, may be
exercised only on the expiration date of the option. Since listed options on
individual stocks in the U.S. are generally American style options, the Adviser
believes that substantially all of the single-stock options written or acquired
by the Fund will be American style options. Exchange-traded options on stock
indices are generally European style options.

The Fund will write call options only if they are "covered." A call option on a
common stock or other security is covered if the Fund owns the security
underlying the call or has an absolute and immediate right to acquire that
security without additional cash consideration (or, if additional cash
consideration is required, cash or other assets determined to be liquid by the
Adviser (in accordance with procedures established by the Board) in such amount
are segregated by the Fund's custodian) upon conversion or exchange of other
securities held by the Fund. A call option is also covered if the Fund holds a
call on the same security 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 by the Adviser as described above.

If an option written by the Fund expires unexercised, the Fund realizes on the
expiration date a capital gain equal to the premium received by the Fund at the
time the option was written. If an option purchased by the Fund expires
unexercised, the Fund realizes a capital loss equal to the premium paid. Prior
to the earlier of exercise or expiration, an exchange-traded option may be
closed out by an offsetting purchase or sale of an option of the same series
(type, underlying security, exercise price, and expiration). There can be no
assurance, however, that a closing purchase or sale transaction can be effected
when the Fund desires. The Fund may sell put or call options it has previously
purchased,

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which could result in a net gain or loss depending on whether the amount
realized on the sale is more or less than the premium and other transaction
costs paid on the put or call option when purchased. The Fund will realize a
capital gain from a closing purchase transaction if the cost of the closing
option is less than the premium received from writing the option, or, if it is
more, the Fund will realize a capital loss. If the premium received from a
closing sale transaction is more than the premium paid to purchase the option,
the Fund will realize a capital gain or, if it is less, the Fund will realize a
capital loss. In most cases, net gains from the Fund's option strategy will be
short-term capital gains which, for federal income tax purposes, will constitute
net investment company taxable income. See "Distributions--Federal income tax
matters."

The principal factors affecting the market value of an option include supply and
demand, interest rates, the current market price of the underlying security in
relation to the exercise price of the option, the actual or perceived volatility
of the underlying security, and the time remaining until the expiration date.
The premium paid for an option purchased by the Fund is an asset of the Fund.
The premium received for an option written by the Fund is recorded as an asset
and equivalent liability. The Fund then adjusts over time the liability to the
market value of the option. The value of an option purchased or written is
marked to market daily and is 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, exercise and assignment
transactions), but may also include margin and interest costs in particular
transactions. The impact of transaction costs on the profitability of a
transaction may often be greater for options transactions than for transactions
in the underlying securities because these costs are often greater in relation
to options premiums than in relation to the prices of underlying securities.
Transaction costs may be especially significant in option strategies calling for
multiple purchases and sales of options, such as spreads or straddles.
Transaction costs may be different for transactions effected in foreign markets
than for transactions effected in U.S. markets.

CALL OPTIONS AND COVERED CALL WRITING
The Fund does not intend to purchase call options as an investment. It will
follow a principal options strategy known as "covered call option writing,"
which is a strategy designed to generate earnings and offset a portion of a
market decline in the underlying common stock. The Fund will only write (sell)
options on common stocks held in the Fund's portfolio. It may not sell "naked"
call options, i.e., options representing more shares of the stock than are held
in the portfolio.

The standard contract size for an exchange-listed single-stock option is 100
shares of the common stock. There are four items needed to identify a particular
option contract: (1) the underlying security, (2) the expiration month, (3) the
exercise (or strike) price and (4) the type (call or put). For example, 20 ABC
Corp January 40 call options provide the right to purchase 2,000 shares of ABC
Corp. common stock on or before January 22, 2005 at $40 per share. A call option
whose strike price is above the current price of the underlying stock is called
"out-of-the-money" and a call option whose strike price is below the current
price of the underlying stock is called "in-the-money."

The following is a conceptual example of the returns that may be achieved from a
stock-plus-covered-call position, making the following assumptions: ABC common
stock trades at $36.36 per share and ABC January 40 call options (10%
out-of-the-money) trade at $1.82 per underlying share (5% option premium). This
example is not meant to represent the performance of any actual common stock,
option contract or the Fund itself.

The return over the period until option expiration earned by a holder of ABC
stock who writes ABC January 40 call options and maintains the position until
expiration will be as follows: (1) if the stock

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price declines 5%, the option will expire worthless and the holder will have a
net return of zero (option premium offsets loss in stock); (2) if the stock
price is flat, the option will again expire worthless and the holder will have a
net return of 5% (option premium plus no gain or loss on stock); (3) if the
stock price rises 10% (to the $40 strike price), the option will again expire
with no value and the holder will have a net return of 15% (option premium plus
10% stock return); and (4) if the stock rises 20%, the exercise of the option
would limit stock gain to 10% and total net return to 15%. If the stock price at
exercise exceeds the strike price, returns from the position are capped at 15%.

As demonstrated in the example, writing covered call options on common stocks
lowers the variability of potential returns and can enhance returns in three of
four stock price performance scenarios (down, flat or moderately up). Only when
the stock price at expiration exceeds the sum of the premium received and the
option exercise price would the stock-plus-covered-call strategy be expected to
provide lower returns than the underlying stock. The amount of downside
protection afforded by the strategy in declining stock scenarios is limited,
however, to the amount of option premium received. If the stock price declines
in an amount greater than the option premium, the Fund will incur a net loss.

For conventional listed call options, the option's expiration date can be up to
nine months from the date the call options are first listed for trading.
Longer-term call options can have expiration dates up to three years from the
date of listing. It is anticipated that many options that are written by the
Fund against its stock holdings will be repurchased prior to the option's
expiration date, generating a gain or loss in the options. Options that are not
repurchased prior to expiration are subject to exercise by the option holder if
the stock price at expiration is above the strike price.

Option contracts are originated and standardized by an independent entity called
the Options Clearing Corporation (the "OCC"). Currently, options are available
on over 2,300 stocks with new listings added periodically. The Fund will write
(sell) call options that are generally issued, guaranteed and cleared by the
OCC. Listed call options are traded on the American Stock Exchange, Chicago
Board Options Exchange International Securities Exchange, New York Stock
Exchange, Pacific Stock Exchange and Philadelphia Stock Exchange. The Adviser
and Sub-Adviser believe that there exists sufficient trading volume in listed
options to fulfill the Fund's option requirements to implement its strategies
fully.

PUT OPTIONS
Put options are contracts that give the holder of the option, in return for a
premium, the right to sell to the writer of the option the security/index
underlying the option at a specified exercise price at any time during the term
of the option. As discussed above, the Fund may in certain circumstances
purchase put options on the S&P 500, S&P MidCap 400, any other broad-based
securities index deemed suitable for this purpose, and/or on individual stocks
held in the portfolio to help protect against a decline in the value of the
Fund's portfolio securities. The premiums paid to acquire put options will
reduce amounts available for distribution from the Fund's options activity.

ADDITIONAL INVESTMENT PRACTICES

In addition to its primary investment policies, the Fund may engage in the
following investment practices to a limited extent. Under normal market
conditions, the Fund will invest at least 80% of its total assets in common
stocks, including stocks of foreign issuers. The Fund may invest in the
aggregate up to 20% of its total assets in all investments described below.

PREFERRED STOCKS
Preferred stock, like common stock, represents an equity ownership in an issuer.
Generally, preferred stock has a priority of claim over common stock in dividend
payments and upon liquidation of the

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issuer. Unlike common stock, preferred stock does not usually have voting
rights. Preferred stock in some instances is convertible into common stock.
Although they are equity securities, preferred stocks have certain
characteristics of both debt and common stock. They are debt-like in that their
promised income is contractually fixed. They are common stock-like in that they
do not have rights to precipitate bankruptcy proceedings or collection
activities in the event of missed payments. Furthermore, they have many of the
key characteristics of equity due to their subordinated position in an issuer's
capital structure and because their quality and value are heavily dependent on
the profitability of the issuer rather than on any legal claims to specific
assets or cash flows. The Fund will only invest in preferred stocks that are
rated investment grade at the time of investment or, if unrated, determined by
the Adviser to be of comparable quality. Standard & Poor's Ratings Group and
Fitch Ratings consider securities rated BBB- and above to be investment grade
and Moody's Investors Service, Inc. considers securities rated Baa3 and above to
be investment grade.

FOREIGN SECURITIES
The Fund may invest up to 10% of its total assets in securities of issuers
located in countries other than the United States. The Fund will not invest in
issuers located in emerging market countries. 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).

The Fund may invest in ADRs, EDRs and GDRs. 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.

WARRANTS
The Fund may invest in equity and index warrants of domestic and international
issuers. Equity warrants are securities that give the holder the right, but not
the obligation, to subscribe for equity issues of the issuing company or a
related company at a fixed price either on a certain date or during a set
period. Changes in the value of a warrant do not necessarily correspond to
changes in the value of its underlying security. The price of a warrant may be
more volatile than the price of its underlying security, and a warrant may offer
greater potential for capital appreciation as well as capital loss. Warrants do
not entitle a holder to dividends or voting rights with respect to the
underlying security and do not represent any rights in the assets of the issuing
company. A warrant ceases to have value if it is not exercised prior to its
expiration date. These factors can make warrants more speculative than other
types of investments. The sale of a warrant results in a long- or short-term
capital gain or loss depending on the period for which a warrant is held.

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CONVERTIBLE SECURITIES AND BONDS WITH WARRANTS ATTACHED
The Fund may invest in preferred stocks and fixed-income obligations that are
convertible into common stocks of domestic and foreign issuers, and bonds issued
as a unit with warrants. Convertible securities in which the Fund may invest,
comprised of both convertible debt and convertible preferred stock, may be
converted at either a stated price or at a stated rate into underlying shares of
common stock. Because of this feature, convertible securities generally enable
an investor to benefit from increases in the market price of the underlying
common stock. Convertible securities often provide higher yields than the
underlying equity securities, but generally offer lower yields than
non-convertible securities of similar quality. The value of convertible
securities fluctuates in relation to changes in interest rates like bonds, and,
in addition, fluctuates in relation to the underlying common stock.

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.

The ability to use short sales against-the-box, certain equity swaps and certain
equity collar strategies 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.

TEMPORARY INVESTMENTS
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. During unusual market circumstances, the Fund may
temporarily invest a substantial portion of its assets in cash or cash
equivalents, which may be inconsistent with the Fund's investment objectives.

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 securities that are the
subject of the transaction 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. Forward commitment or
when-issued transactions will not be entered into for the purpose of investment
leverage.

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ILLIQUID SECURITIES
The Fund may invest up to 15% of its total assets in securities for which there
is no readily available trading market or 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 to
sell the securities and the time when it would be permitted to sell. Thus, the
Fund may not be able to obtain as favorable a price as that prevailing at the
time of the decision to sell. The Fund may also acquire securities through
private placements under which it may agree to contractual restrictions on the
resale of such securities. Such restrictions might prevent their sale at a time
when such sale would otherwise be desirable.

OTHER DERIVATIVE INSTRUMENTS
In addition to the intended strategy of selling covered call options and
purchasing put options, the Fund may invest up to 20% of its total assets in
derivative instruments (which are instruments that derive their value from
another instrument, security or index) acquired for hedging, risk management and
investment purposes (to gain exposure to securities, securities markets, markets
indices and/or currencies consistent with its investment objectives and
policies), provided that no more than 10% of the Fund's total assets may be
invested in such derivative instruments acquired for non-hedging purposes. These
strategies may be executed through the use of derivative contracts in the U.S.
or abroad. In the course of pursuing these investment strategies, the Fund may
purchase and sell 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) to be
exchanged or "swapped" between the parties, which returns are calculated with
respect to a "notional amount," i.e., the return on or increase in value of a
particular dollar amount invested at a particular interest rate, or in a
particular security, "basket" of securities or index. 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

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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 investment 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 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 underlying asset(s).

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

FUTURES AND OPTIONS ON FUTURES
The Fund may purchase and sell various kinds of financial futures contracts and
options thereon to seek to hedge against changes in stock prices or interest
rates, for other risk management purposes or to gain exposure to certain
securities, indices and currencies. Futures contracts may be based on various
securities indices and securities. Such transactions involve a risk of loss or
depreciation due to adverse changes in securities prices, which may exceed the
Fund's initial investment in these contracts. The Fund will only purchase or
sell futures contracts or related options in compliance with the rules of the
Commodity Futures Trading Commission. These transactions involve transaction
costs. Sales of futures contracts and related options generally result in
realization of short-term or long-term capital gain depending on the period for
which the investment is held. To the extent that any futures contract or options
on futures contract held by the Fund is a "Section 1256 contract" under the
Internal Revenue Code of 1986, as amended (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.

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. The Fund will not lend portfolio securities subject to a
written covered call contract.

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 there is no current intention 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.

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

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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 will be 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. While there is a risk that large
fluctuations in the market value of the Fund's assets could affect net asset
value, this risk is not significantly increased by entering into reverse
repurchase agreements, in the opinion of the Adviser. Because reverse repurchase
agreements may be considered to be the practical equivalent of borrowing funds,
they constitute a form of leverage and may be subject to leverage risks. Such
agreements will be treated as subject to investment restrictions regarding
"borrowings." If the Fund reinvests the proceeds of a reverse repurchase
agreement at a rate lower than the cost of the agreement, entering into the
agreement will lower the Fund's yield.

PORTFOLIO TURNOVER
The Fund will buy and sell securities to seek to accomplish it investment
objectives. Portfolio turnover generally involves some expense to the Fund,
including brokerage commissions and other transaction costs on the sale of
securities and reinvestment in other securities. Higher portfolio turnover may
decrease the after-tax return to Common Shareholders to the extent it results in
a decrease of the long-term capital gains portion of distributions to Common
Shareholders. Although the Fund cannot accurately predict its portfolio turnover
rate, under normal market conditions it expects to maintain relatively low core
turnover of its stock portfolio, not considering purchases and sales of stock
and options in connection with the Fund's options program. 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 and may result in
greater realization of taxable capital gains.

RISK CONSIDERATIONS

NO OPERATING HISTORY
The Fund is a 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. In addition, by writing
(selling) call options on the equity securities held in the Fund's portfolio,
the capital appreciation potential of such securities will be limited to the
difference between the exercise price of the call options written and the
purchase price of the equity security underlying such options. 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.

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EQUITY RISK
At least 80% of the Fund's total assets will be invested in common stocks and
therefore a principal risk of investing in the Fund is equity risk. Equity risk
is the risk that 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 and
other equity securities 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 equity
securities in which the Fund will invest are structurally subordinated to
preferred stocks, bonds and other debt instruments in a company's capital
structure, in terms of priority to corporate income, and therefore will be
subject to greater dividend risk than preferred stocks or debt instruments of
such issuers. Finally, common stock prices may be sensitive to rising interest
rates, as the costs of capital rise and borrowing costs increase.

RISKS ASSOCIATED WITH OPTIONS ON SECURITIES
There are numerous risks associated with transactions in options on securities.
A decision as to whether, when and how to use options involves the exercise of
skill and judgment, and even a well-conceived transaction may be unsuccessful to
some degree because of market behavior or unexpected events. As the writer of a
covered call option, the Fund forgoes, during the option's life, the opportunity
to profit from increases in the market value of the security covering the call
option above the sum of the option premium received and the exercise price of
the call, but has retained the risk of loss, minus the option premium received,
should the price of the underlying security decline. The writer of an option has
no control over when during the exercise period of the option it may be required
to fulfill its obligation as a writer of the option. Once an option writer has
received an exercise notice, it cannot effect a closing purchase transaction in
order to terminate its obligation under the option and must deliver the
underlying security at the exercise price. Thus, the use of options may require
the Fund to sell portfolio securities at inopportune times or for prices other
than current market values, may limit the amount of appreciation the Fund can
realize on an investment, or may cause the Fund to hold a security that it might
otherwise sell.

The value of options may be adversely affected if the market for such options
becomes less liquid or smaller. There can be no assurance that a liquid market
will exist when the Fund seeks to close out an option position either, in the
case of a call option written, by buying the option, or, in the case of a
purchased put option, by selling 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 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

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accordance with their terms. The Fund's ability to terminate over-the-counter
options will be more limited than with exchange-traded options and may involve
the risk that broker-dealers participating in such transactions will not fulfill
their obligations. If the Fund were unable to close out a covered call option
that it had written on a security, it would not be able to sell the underlying
security unless the option expired without exercise.

The hours of trading for options may not conform to the hours during which the
underlying securities are traded. To the extent that the options markets close
before the markets for the underlying securities, significant price and rate
movements can take place in the underlying markets that would not be reflected
concurrently in the options markets. Call options are marked to market daily and
their value will be affected by changes in the value of and dividend rates of
the underlying common stocks, changes in interest rates, changes in the actual
or perceived volatility of the stock market and the underlying common stocks and
the remaining time to the options' expiration. Additionally, the exercise price
of an option may be adjusted downward before the option's expiration as a result
of the occurrence of certain corporate events affecting the underlying equity
security, such as extraordinary dividends, stock splits, merger or other
extraordinary distributions or events. A reduction in the exercise price of an
option would reduce the Fund's capital appreciation potential on the underlying
security.

If the Fund purchases put options for hedging or risk management purposes, the
Fund will be subject to the following additional risks. A put option acquired by
the Fund and not sold prior to expiration will expire worthless if the price of
the stock or index at expiration exceeds the exercise price of the option,
thereby causing the Fund to lose its entire investment in the option. If
restrictions on exercise were imposed, the Fund might be unable to exercise an
option it had purchased. If the Fund were unable to close out an option that it
had purchased, it would have to exercise the option in order to realize any
profit or the option may expire worthless. Stock market indices on which the
Fund may purchase options positions will not mirror the Fund's actual portfolio
holdings. The effectiveness of index put options as hedges against declines in
the Fund's stock portfolio will be limited to the extent that the performance of
the underlying index does not correlate with that of the Fund's holdings.

LIMITATION ON OPTION WRITING
The number of call options the Fund can write is limited by the number of shares
of common stock the Fund holds, and further limited by the fact that listed call
options on individual common stocks generally trade in units representing 100
shares of the underlying stock. Furthermore, the Fund's options transactions
will be subject to limitations established by each of the exchanges, boards of
trade or other trading facilities on which such options are traded. These
limitations govern the maximum number of options in each class which may be
written or purchased by a single investor or group of investors acting in
concert, regardless of whether the options are written or purchased on the same
or different exchanges, boards of trade or other trading facilities or are held
or written in one or more accounts or through one or more brokers. Thus, the
number of options which the Fund may write or purchase may be affected by
options written or purchased by other investment advisory clients of the Adviser
or Sub-Adviser. An exchange, board of trade or other trading facility may order
the liquidation of positions found to be in excess of these limits, and may
impose certain other sanctions. The Fund will not write "naked" or uncovered
call options.

RISKS OF MID-CAP COMPANIES
The Fund may invest substantially in 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

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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.

DISTRIBUTION RISK
The monthly distributions Common Shareholders receive from the Fund will be
based primarily on the level of net option premiums and the dividends received
by the Fund. Net option premiums and dividend payments the Fund receives in
respect of its portfolio securities can vary widely over the short- and
long-term. If stock prices or stock price volatility declines, the level of
premiums from options writing and the amounts available for distribution from
options activity will likely decrease as well. Payments to purchase put options
and to close written call options will reduce amounts available for distribution
from call option premiums received and proceeds of closing put options.
Dividends on common stocks are not fixed but are declared at the discretion of
the issuer's board of directors. There is no guarantee that the issuers of
common stocks in which the Fund invests will declare dividends in the future or
that if declared they will remain at current levels or increase over time.
Dividends on any preferred stocks in which the Fund may invest are not
guaranteed and certain issues of preferred stock held by the Fund may be called
by the issuer.

FOREIGN SECURITY RISK
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). Since the Fund may 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.

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INTEREST RATE RISK
The level of premiums from call options writing and the amounts available for
distribution from the Fund's options activity may decrease in declining interest
rate environments. Any preferred stocks paying fixed dividend rates in which the
Fund invests, will likely change in value as market interest rates change. When
interest rates rise, the market value of such securities generally will fall. To
the extent that the Fund invests in preferred stocks, the net asset value and
price of the Common Shares may decline if market interest rates rise. Interest
rates are currently low relative to historic levels. During periods of declining
interest rates, an issuer of preferred stock may exercise its option to redeem
securities prior to maturity, forcing the Fund to reinvest in lower yielding
securities. This is known as call risk. During periods of rising interest rates,
the average life of certain types of securities may be extended because of
slower than expected payments. This may lock in a below market yield, increase
the security's duration, and reduce the value of the security. This is known as
extension risk. The value of the Fund's common stock investments may also be
influenced by changes in interest rates.

SECTOR RISK
The Fund may invest a significant portion of its assets in securities of issuers
in any single industry or sector of the economy (a broad based economic segment
that may include many distinct industries) if companies in that industry or
sector meet the Fund's investment criteria. If the Fund is focused in an
industry or sector, it may present more risks than if it were broadly
diversified over numerous industries or sectors of the economy. A "sector" is a
broader economic segment that may include many different industries. This may
make the Fund more susceptible to adverse economic, political, or regulatory
occurrences affecting these sectors. As the percentage of the Fund's assets
invested in a particular sector increases, so does the potential for fluctuation
in the net asset value of Common Shares. 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.

DERIVATIVES RISK
In addition to writing covered call options and purchasing put 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
purchased 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 may obtain no
recovery in such circumstances.

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.

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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 trading price of the Fund's Common
Shares may be less than the public offering price. The returns earned by Common
Shareholders who purchased their Common Shares in this offering and sell their
Common Shares below net asset value will be reduced.

FINANCIAL LEVERAGE
Although the Fund has no current intention to do so, the Fund is authorized 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 income derived from securities purchased
with proceeds received from leverage exceeds the cost of leverage, the Fund's
distributions will be greater than if leverage had not been used. Conversely, if
the income from the securities purchased with such proceeds is not sufficient to
cover the cost of leverage, the amount available for distribution to Common
Shareholders will be less than if leverage had not been used. In the latter
case, Eaton Vance, in its best judgment, may nevertheless determine to maintain
the Fund's leveraged position if it deems such action to be appropriate. The
costs of an offering of preferred shares and/or a borrowing program would be
borne by Common Shareholders and consequently would result in a reduction of the
net asset value of Common Shares. In addition, the fee paid to Eaton Vance will
be calculated on the basis of the Fund's average daily gross assets, including
proceeds from the issuance of preferred shares and/or borrowings, so the fees
will be higher when leverage is utilized. In this regard, holders of preferred
shares do not bear the investment advisory fee. Rather, Common Shareholders bear
the portion of the investment advisory fee attributable to the assets purchased
with the proceeds of the preferred shares offering.

MANAGEMENT RISK
The Fund is subject to management risk because it is an actively managed
portfolio. Eaton Vance, Rampart and the individual portfolio managers will apply
investment techniques and risk analyses in making investment decisions for the
Fund, but there can be no guarantee that these will produce the desired results.
The Fund may be subject to additional management risk because the Fund's options
program will require effective coordination between the Adviser and the
Sub-Adviser.

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.

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ANTI-TAKEOVER PROVISIONS
The Fund's Agreement and Declaration of Trust includes provisions that could
have the effect of limiting the ability of other persons or entities to acquire
control of the Fund or to change the composition of its Board. See "Description
of capital structure--Anti-takeover provisions in the Declaration of Trust."

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-Adviser under the Sub-Advisory Agreement (as defined below), is the
responsibility of the Fund's Board under the laws of The Commonwealth of
Massachusetts and the 1940 Act.

THE ADVISER

Eaton Vance acts as the Fund's investment adviser under an Investment Advisory
Agreement (the "Advisory Agreement"). The Adviser's principal office is located
at The Eaton Vance Building, 255 State Street, Boston, MA 02109. Eaton Vance,
its affiliates and predecessor companies have been managing assets of
individuals and institutions since 1924 and of investment funds since 1931.
Eaton Vance (or its affiliates) currently serves as the investment adviser to
investment funds and various individual and institutional clients with combined
assets under management of approximately $89.4 billion as of July 31, 2004,
including approximately $33.0 billion in equity fund 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, the Adviser 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. 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. 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.

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Walter A. Row, Lewis R. Piantedosi and other Eaton Vance investment
professionals comprise the investment team responsible for the overall
management of the Fund's investments. Mr. Row and Mr. Piantedosi are the
portfolio managers responsible for the day-to-day management of 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 another Eaton
Vance registered investment company and has been an equity analyst and member of
Eaton's Vance's equity research team since 1996.

Mr. Piantedosi is a Vice President of Eaton Vance. He is a member of Eaton
Vance's Equity Strategy Committee and co-manager of another Eaton Vance
registered investment company. He first joined Eaton Vance's equity group in
1996.

THE SUB-ADVISER

Eaton Vance has engaged Rampart Investment Management Company to serve as a
sub-adviser to the Fund to provide advice on and execution of the Fund's options
strategy. The Sub-Adviser's principal office is located at One International
Place, Boston, MA 02110. Rampart Investment Management Company, Inc. was founded
in 1983 by its current principals Ronald M. Egalka and David R. Fraley. The
Sub-Adviser provides customized investment management services within its core
competency in options program management to a spectrum of institutional and high
net worth clients. Since its inception, the Sub-Adviser has continuously
expanded its computer modeling and analytical capabilities and created tools to
identify and capitalize on opportunities in the options markets. Rampart,
founded in 1983, specializes in options management and trading for institutional
and high net worth investors. Rampart managed approximately $1.0 billion in
assets as of August 31, 2004.

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

Mr. Egalka is President and CEO of Rampart. He is also President of Rampart
Securities, Inc., an affiliate of the Sub-Adviser and a NASD member
broker/dealer. Mr. Egalka oversees the development and implementation of
investment strategies and tactics for Rampart. He has created a variety of
analytical and management tools including the Rampart Time Premium Index,
published each week in Barron's, the Rampart Volatility Indexes and the Rampart
Options Management System (ROMS), the technological platform from which
Rampart's portfolio managers deliver the company's equity options management
expertise.

As one of the early pioneers in personal computers and quantitative hedging, Mr.
Egalka was a founding director of the Boston Computer Society, charter member of
the National Options and Futures Society, a founder of the Boston Options
Society and a guest lecturer on derivatives at Boston College. From 1973 to
1981, he was a portfolio manager and senior research officer at The Boston
Company, specializing in hedged equity strategies. In 1981, Mr. Egalka joined
Colonial Management Associates where he developed and managed a corporate cash
management mutual fund and many of the company's portfolio hedging capabilities.

A long time proponent of hedged equities as an asset class, Mr. Egalka has
focused on helping create an industry benchmark for options programs. The
creation and subsequent launch of the CBOE/S&P 500 BuyWrite Index (BXM) in 2002
was the realization of that objective. In 2003, the CBOE announced that it had
licensed the BXM to Rampart as the strategic basis for new options investment
vehicles.

Mr. Fraley is Managing Director/Manager of Marketing and Client Service at
Rampart. He manages Rampart's new product development and customization of
existing investment strategies for specific

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client needs. Prior to joining Rampart, Mr. Fraley served in a number of
management roles with Merrill Lynch Capital Markets in Boston from 1975 through
1983.

Under the terms of the Sub-Advisory Agreement (the "Sub-Advisory Agreement")
between Eaton Vance and the Sub-Adviser, Eaton Vance (and not the Fund) will pay
the Sub-Adviser a fee at a annual rate equal to 0.235% 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 the
Sub-Adviser without the need for approval by shareholders of the Fund.

The Fund, the Adviser and the Sub-Adviser 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.

THE ADMINISTRATOR

Eaton Vance serves as administrator of the Fund, but currently receives no
compensation for providing administrative services to the Fund. Under an
Administration Agreement with the Fund (the "Administration Agreement"), Eaton
Vance is responsible for managing the business affairs of the Fund, subject to
the supervision of the Fund's Board. Eaton Vance will furnish to the Fund all
office facilities, equipment and personnel for administering the affairs of the
Fund. Eaton Vance's administrative services include recordkeeping, preparation
and filing of documents required to comply with federal and state securities
laws, supervising the activities of the Fund's custodian and transfer agent,
providing assistance in connection with the Board and shareholders' meetings,
providing service in connection with any repurchase offers and other
administrative services necessary to conduct the Fund's business.

Distributions

Commencing with the Fund's first distribution, the Fund intends to make regular
monthly distributions to Common Shareholders based upon the Fund's projected
annual cash available from option premiums and dividends. For distribution
purposes, "cash available from option premiums and dividends" will consist of
the total proceeds of options sales plus dividends and interest received, less
amounts paid to purchase options and 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 45-60 days and paid
approximately 60-90 days after the completion of this offering, depending on
market conditions.

The Fund's annual cash available from options premiums and dividends will likely
differ from annual net investment income. The investment income of the Fund will
consist of all dividend and interest income accrued on portfolio investments,
short-term capital gain (including, short-term gains on terminated option
positions and gains on the sale of portfolio investments held for one year or
less) and income from certain hedging transactions, less all expenses of the
Fund. Expenses of the Fund will be accrued each day. Over time, all of the
Fund's investment company taxable income will be distributed. In addition, 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).

To the extent that that Fund's net investment income and net capital gain (which
is the excess of net long-term capital gain over net short-capital loss) for any
year exceed the total monthly income

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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. If the Fund's total
monthly distributions in any year exceed the amount of its net investment income
and net capital gain for any year, any such excess would be characterized as a
return of capital. 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.

If, for any calendar year, as discussed above, the total distributions made
under the Fund's policy exceed the Fund's net investment taxable income and net
capital gain, 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. 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. To the extent the Fund's distribution policy
results in distributions in excess of its net investment taxable income and net
capital gain, such distributions will decrease its total assets and increase its
expense ratio to a greater extent than would have been the case if distributions
were limited to these amounts. Distributions in any year may or may not include
a substantial return of capital component.

To permit the Fund to maintain more stable distributions, distribution rates
will be based on projected annual cash available from options premiums and
dividends. As a result, the distributions paid by the Fund for any particular
month may be more or less than the amount of cash available from options
premiums and dividends for that month. In such circumstances, the Fund may have
to sell a portion of its investment portfolio to make a distribution at a time
when independent investment judgment might not dictate such action.
Undistributed net investment income is included in the Common Shares' net asset
value, and, correspondingly, distributions from net investment income 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 exemption from Section
19(b) of the Investment Company 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 Investment Company Act. The Fund will not pursue this
distribution policy until it receives such an exemptive order. There is no
guarantee that the SEC will grant such exemptive relief. However, if the Fund
fails to receive the requested relief and the Fund is unable to include realized
capital gains in regular distributions more frequently than would otherwise be
permitted by the Investment Company Act, the Adviser does not believe that the
distribution policy, as set forth above, will otherwise be adversely affected.

FEDERAL INCOME TAX MATTERS

The following discussion of federal income tax matters is based on the advice of
Kirkpatrick & Lockhart 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 and long-term capital
gains (after reduction by any available capital loss carryforwards) in
accordance with the timing requirements imposed by the Code, so as to maintain
its regulated investment company status and to avoid paying any federal income
or excise tax. To the extent it qualifies for treatment as a regulated
investment company and

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

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.

The Fund intends to make regular monthly distributions to Common Shareholders
based upon its projected annual cash available from option premiums and
dividends. The Fund intends to distribute annually any net capital gain (which
is the excess of net long-term capital gain over net short-term capital loss).
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
the length of time Common Shares have been held by Common Shareholders. If, for
any calendar year, the total distributions exceed the Fund's net investment
taxable income and net capital gain, 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 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 Shares, thereby increasing his or her
potential gain or reducing his or her potential loss on the subsequent sale or
other disposition of his or her Common Shares. See below for a summary of the
maximum tax rates applicable to capital gain (including capital gain
distributions). A corporation that owns Fund shares generally will not be
entitled to the dividends received deduction with respect to all (or any
prescribed percentage) of the distributions it receives from the Fund. Fund
distributions that are attributable to qualified dividend income received by the
Fund from certain domestic corporations may be designated by the Fund as being
eligible for the dividends received deduction.

The Fund's transactions in options 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 higher taxed
short-term capital gain or ordinary income, (ii) treat dividends that would
otherwise be eligible for the corporate dividends received deduction as
ineligible for such treatment, (iii) disallow, suspend or otherwise limit the
allowance of certain losses or deductions, (iv) convert long-term capital gain
into short-term capital gain or ordinary income, (v) convert an ordinary loss or
deduction into a capital loss (the deductibility of which is more limited) and
(vi) cause the Fund to recognize income or gain without a corresponding receipt
of cash.

The taxation of equity options such as the Fund expects to write and purchase is
governed by Code Section 1234. Pursuant to Code Section 1234, the premium
received by the Fund for selling a call option is not included in income at the
time of receipt. If the option expires, the premium 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 is
short-term capital gain or loss. If a call option written by the Fund is
exercised, thereby requiring the Fund to sell the underlying security, the
premium will increase the amount realized upon the sale of the security and any
resulting gain or loss will be long-term or short-term, depending upon the
holding period of the security. With respect to a put on a stock that is
purchased by the Fund, if the option is sold, any resulting gain or loss will be
a capital gain or loss, and will be short-term or long-term, depending upon the
holding period for the option. If the option expires, the resulting loss is a
capital loss and is short-term or long-term, depending upon the holding period
for the option. If the option is exercised, the amount paid to acquire the
position reduces the amount realized on the underlying security in determining
gain or loss. Because the Fund does not have control over the exercise of the
call options it writes, such exercise or other required sales of the underlying
securities may cause the Fund to realize capital gains or losses at inopportune
times.

In the case of Fund transactions involving many listed index options and any
listed non-equity options, Code Section 1256 generally will require any gain or
loss arising from the lapse, closing out or exercise of such positions to be
treated as 60% long-term and 40% short-term capital gain or loss, although
foreign currency gains or losses arising from certain of these positions may be
treated as

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

ordinary income or loss. In addition, the Fund generally will be required to
"mark to market" (i.e., treat as sold for fair market value) each such position
which it holds at the close of each taxable year. If a Section 1256 Contract
held by the Fund at the end of a taxable year is sold in the following year, the
amount of any gain or loss realized on such sale will be adjusted to reflect the
gain or loss previously taken into account under the "mark to market" rules.
Section 1256 Contracts include certain options contracts, certain regulated
futures contracts, and certain other financial contracts.

Notwithstanding any of the foregoing, the Fund may recognize gain (but not loss)
from a constructive sale of certain "appreciated financial positions" if the
Fund enters into a short sale, offsetting notional principal contract, or
forward contract transaction with respect to the appreciated position or
substantially identical property. Appreciated financial positions subject to
this constructive sale treatment are interests (including options and forward
contracts and short sales) in stock and certain other instruments. Constructive
sale treatment does not apply to certain transactions closed in the 90-day
period ending with the 30th day after the close of the taxable year, if certain
conditions are met.

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 call options
it writes on portfolio securities will generally be "qualified covered calls"
that are exempt from the straddle rules. To meet the qualified covered call
option exemption, a stock-plus-covered-call position cannot be part of a larger
straddle and must meet a number of other conditions, including that the option
is written more than 30 days prior to expiration and is not "deep-in-the-money"
as defined in the Code. The Fund may enter into certain 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 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 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 application of the mixed straddle account rules
is not entirely clear. Therefore, there is no assurance that a mixed straddle
account election by the Fund will be accepted by the IRS.

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

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                                                                              33
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DISTRIBUTIONS
--------------------------------------------------------------------------------

rules may also terminate the running of the holding period of "substantially
identical property" held by the Fund.

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

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 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
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. Gains on option positions 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
after December 31, 2002 and 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 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 amount received. If the Common Shares are held as
a capital asset, the gain or loss will be a capital gain or loss. The maximum
tax rate applicable to net capital gains recognized by individuals and other
non-corporate taxpayers is (i) the same as the maximum ordinary income tax rate
for gains recognized on the sale of capital assets held for one year or less, or
(ii) 15% for gains recognized on the sale of capital assets held for more than
one year (as well as certain capital gain distributions) (5% for individuals in
the 10% or 15% tax brackets). Any loss on a disposition of Common Shares held
for six months or less will be treated as a long-term capital loss to the extent
of any capital gain distributions received with respect to those Common Shares.
For purposes of determining whether Common Shares have been held for six months
or less, the holding period is suspended for any periods during which the Common
Shareholder's risk of loss is diminished as a result of holding one or more
other positions in substantially similar or related property, or through certain
options or short sales. Any loss realized on a sale or exchange of Common Shares
will be disallowed to the extent those Common Shares are replaced by other
Common Shares within a period of 61 days beginning 30 days before and ending 30
days after the date of disposition of the Common Shares (whether through the
reinvestment of distributions, which could occur, for example, if the Common
Shareholder is a

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

participant in the Plan (as defined below) or otherwise). In that event, the
basis of the replacement Common Shares will be adjusted to reflect the
disallowed loss.

An investor should be aware that, if Common Shares are purchased shortly before
the record date for any taxable distribution (including a capital gain
distribution), the purchase price likely will reflect the value of the
distribution and the investor then would receive a taxable distribution likely
to reduce the trading value of such Common Shares, in effect resulting in a
taxable return of some of the purchase price. Taxable distributions to
individuals and certain other non-corporate Common Shareholders, including those
who have not provided their correct taxpayer identification number and other
required certifications, may be subject to "backup" federal income tax
withholding at the fourth lowest rate of tax applicable to a single individual
(in 2004, 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.

Finally, the Tax Act was only recently enacted, and its application is subject
to interpretation by and guidance from the Treasury Department and the IRS and
subject to change with retroactive effect.

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

Dividend reinvestment plan

Pursuant to the Fund's dividend reinvestment plan (the "Plan"), a Common
Shareholder may elect to have all distributions (including all capital gain
dividends) automatically reinvested in Common Shares. Common Shareholders may
elect to participate in the Plan by completing the dividend reinvestment plan
application form. Common Shareholders electing not to participate in the Plan
will receive all distributions in cash paid by check mailed directly to them by
PFPC Inc., as dividend paying agent.

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

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

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                                                                              35
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DIVIDEND REINVESTMENT PLAN
--------------------------------------------------------------------------------

"market premium"), the Plan Agent will invest the distribution amount in newly
issued Common Shares on behalf of the participants. The number of newly issued
Common Shares to be credited to each participant's account will be determined by
dividing the dollar amount of the distribution by the net asset value per Common
Share on the date the Common Shares are issued, provided that the maximum
discount from the then current market price per Common Share on the date of
issuance may not exceed 5%. If on the distribution payment date the net asset
value per Common Share is greater than the market value plus estimated brokerage
commissions (such condition being referred to herein as "market discount"), the
Plan Agent will invest the distribution amount in Common Shares acquired on
behalf of the participants in open-market purchases.

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

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

There will be no brokerage charges with respect to Common Shares issued directly
by the Fund as a result of distributions payable either in Common Shares or in
cash. However, each 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 at less than
they could otherwise purchase them and will have Common Shares with a cash value
greater than the value of any cash distribution they would have received on
their Common Shares. If the market price plus commissions is below the net asset
value, participants will receive distributions in Common Shares with a net asset
value greater than the per Common Share value of any cash distribution they
would have received on their Common Shares. However, there may be insufficient
Common Shares available in the market to make distributions in Common Shares at
prices below the net asset value. Also, since the Fund does not redeem its
Common Shares, the price on resale may be more or less than the net asset value.

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 36
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DIVIDEND REINVESTMENT PLAN
--------------------------------------------------------------------------------

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

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

Description of capital structure

The Fund is an unincorporated business trust established under the laws of The
Commonwealth of Massachusetts by an Agreement and Declaration of Trust dated and
filed with the Secretary of The Commonwealth on August 11, 2004 (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, in certain limited circumstances, may 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 (expected to equal the
aggregate original purchase price of the outstanding preferred shares plus
redemption premium, if any, together with any accrued and unpaid distributions
thereon, whether or not earned or declared and on a cumulative basis). In
addition to the requirements of the

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

1940 Act, the Fund may be required to comply with other asset coverage
requirements as a condition of the Fund obtaining a rating of preferred shares
from a nationally recognized statistical rating agency (a "Rating Agency").
These requirements may include an asset coverage test more stringent than under
the 1940 Act. This limitation on the Fund's ability to make distributions on its
Common Shares could in certain circumstances impair the ability of the Fund to
maintain its qualification for taxation as a regulated investment company for
federal income tax purposes. If the Fund were in the future to issue preferred
shares or borrow money, it would intend, however, to the extent possible to
purchase or redeem preferred shares or reduce borrowings from time to time to
maintain compliance with such asset coverage requirements and may pay special
distributions to the holders of the preferred shares in certain circumstances in
connection with any potential impairment of the Fund's status as a regulated
investment company. See "Distributions-Federal income tax matters." Depending on
the timing of any such redemption or repayment, the Fund may be required to pay
a premium in addition to the liquidation preference of the preferred shares to
the holders thereof.

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

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

REPURCHASE OF COMMON SHARES AND OTHER DISCOUNT MEASURES

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. 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, which 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 approximates their net asset value. In recognition of the
possibility that the Common Shares might trade at a discount to net asset value
and that any such discount may not be in the interest of Common Shareholders,
the Board, in consultation with Eaton Vance, from time to time may review
possible actions to reduce any such discount.

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.

--------------------------------------------------------------------------------
 38
<PAGE>
DESCRIPTION OF CAPITAL STRUCTURE
--------------------------------------------------------------------------------

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 liability 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 of preferred
shares, asset coverage requirements, in addition to those set forth in the 1940
Act, may be imposed. The liquidation value of any preferred shares would be
expected to equal their aggregate original purchase price plus redemption
premium, if any, together with any accrued and unpaid distributions thereon (on
a cumulative basis), whether or not earned or declared. The terms of any
preferred shares, including their distribution rate, voting rights, liquidation
preference and redemption provisions, will be determined by the Board (subject
to applicable law and the Fund's Declaration of Trust) if and when it authorizes
preferred shares. The Fund may issue preferred shares that provide for the
periodic redetermination of the dividend rate at relatively short intervals
through an auction or remarketing procedure, although the terms of such
preferred shares may also enable the Fund to lengthen such intervals. At times,
the distribution rate as redetermined on any preferred shares could approach or
exceed the Fund's return after expenses on the investment of proceeds from the
preferred shares and the Fund's leveraged capital structure would result in a
lower rate of return to Common Shareholders than if the Fund were not so
structured.

In the event of any voluntary or involuntary liquidation, dissolution or winding
up of the Fund, the terms of any preferred shares may entitle the holders of
preferred shares to receive a preferential liquidating distribution (expected to
equal the original purchase price per share plus redemption premium, if any,
together with accrued and unpaid dividends, whether or not earned or declared
and on a cumulative basis) before any distribution of assets is made to holders
of Common Shares. After payment of the full amount of the liquidating
distribution to which they are entitled, the preferred shareholders would not be
entitled to any further participation in any distribution of assets by the Fund.
Holders of preferred shares, voting as a class, shall be entitled to elect two
of the Fund's Trustees, if any preferred shares are issued. Under the 1940 Act,
if at any time dividends on the preferred shares are unpaid in an amount equal
to two full years' dividends thereon, the holders of all outstanding preferred
shares, voting as a class, will be allowed to elect a majority of the Board
until all dividends in default have been paid or declared and set apart for
payment. In addition, if required by a Rating Agency rating the preferred shares
or if the Board determines it to be in the best interests of the Common
Shareholders, issuance of the preferred shares may result in more restrictive
provisions than required by the 1940 Act being imposed. In this regard, holders
of the preferred shares may be entitled to elect a majority of the Fund's Board
in other circumstances, for example, if one payment 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 such 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, at this time, no assurance
can be given as to the nature or extent of the guidelines, which 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, requirements that the Fund
maintain a portion of its assets in short-term, high-quality, fixed-income
securities and certain mandatory redemption requirements relating to any
preferred shares. No assurance can be given that the guidelines actually imposed
with

--------------------------------------------------------------------------------
                                                                              39
<PAGE>
DESCRIPTION OF CAPITAL STRUCTURE
--------------------------------------------------------------------------------

respect to any preferred shares by such Rating Agency would be more or less
restrictive than as 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. In the event the Fund in the future determines to engage in
investment leverage, in whole or in part, through borrowings, the Fund may enter
into definitive agreements with respect to a credit facility/commercial paper
program or other borrowing program. The Fund may negotiate with commercial banks
to arrange a credit facility/commercial paper 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. Such a facility/commercial paper
program would not be expected to be convertible into any other securities of the
Fund, outstanding amounts would be expected to be prepayable by the Fund prior
to final maturity without significant penalty and there are not expected to be
any sinking fund or mandatory retirement provisions. 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 the amounts
available for distribution derived from securities purchased with proceeds
received from leverage exceed the cost of 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 such 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.

--------------------------------------------------------------------------------
 40
<PAGE>
DESCRIPTION OF CAPITAL STRUCTURE
--------------------------------------------------------------------------------

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

ANTI-TAKEOVER PROVISIONS IN THE DECLARATION OF TRUST

The Declaration of Trust includes provisions that could have the effect of
limiting the ability of other entities or persons to acquire control of the Fund
or to change the composition of its Board and could have the effect of depriving
Common Shareholders of an opportunity to sell their Common Shares at a premium
over prevailing market prices by discouraging a third party from seeking to
obtain control of the Fund. These provisions may have the effect of discouraging
attempts to acquire control of the Fund, which attempts could have the effect of
increasing the expenses of the Fund and interfering with the normal operation of
the Fund. The Board is divided into three classes, with the term of one class
expiring at each annual meeting of Common 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

--------------------------------------------------------------------------------
                                                                              41
<PAGE>
DESCRIPTION OF CAPITAL STRUCTURE
--------------------------------------------------------------------------------

recommended by at least 75% of the Trustees then in office. If approved in the
foregoing manner, conversion of the Fund could not occur until 90 days after the
shareholders' meeting at which such conversion was approved and would also
require at least 30 days' prior notice to all shareholders. Conversion of the
Fund to an open-end management investment company also would require the
redemption of any outstanding preferred shares and could require the repayment
of borrowings, which would eliminate any future leveraged capital structure of
the Fund with respect to the Common Shares. In the event of conversion, the
Common Shares would cease to be listed on the New York Stock Exchange or other
national securities exchange or market system. The Board believes that the
closed-end structure is desirable, given the Fund's investment objectives and
policies. Investors should assume, therefore, that it is unlikely that the Board
would vote to convert the Fund to an open-end management investment company.
Shareholders of an open-end management investment company may require the
company to redeem their shares at any time (except in certain circumstances as
authorized by or under the 1940 Act) at their net asset value, less such
redemption charge, if any, as might be in effect at the time of a redemption. If
the Fund were to convert to an open-end investment company, the Fund expects it
would pay all such redemption requests in cash, but would likely reserve the
right to pay redemption requests in a combination of cash or securities. If such
partial payment in securities were made, investors may incur brokerage costs in
converting such securities to cash. If the Fund were converted to an open-end
fund, it is likely that new Common Shares would be sold at net asset value plus
a sales load.

--------------------------------------------------------------------------------
 42
<PAGE>

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

Underwriting

The underwriters named below (the "Underwriters"), acting through UBS Securities
LLC, 299 Park Avenue, New York, New York, Merrill Lynch, Pierce, Fenner & Smith
Incorporated, 4 World Financial Center, New York, New York, and Wachovia Capital
Markets, LLC, 7 St. Paul Street, 1st Floor, Baltimore, Maryland, as lead
managers and A.G. Edwards & Sons, Inc., H&R Block Financial Advisors, Inc.,
J.J.B. Hilliard, W.L. Lyons, Inc., Raymond James & Associates, Inc., RBC Capital
Markets Corporation 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 the Underwriting Agreement with the Fund,
Eaton Vance and Rampart (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..........................................
Merrill Lynch, Pierce, Fenner & Smith
             Incorporated...................................
Wachovia Capital Markets, LLC...............................
A.G. Edwards & Sons, Inc. ..................................
H&R Block Financial Advisors, Inc. .........................
J.J.B. Hilliard, W.L. Lyons, Inc. ..........................
Raymond James & Associates, Inc. ...........................
RBC Capital Markets Corporation.............................
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. 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 $     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
          , 2004.

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 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

--------------------------------------------------------------------------------
                                                                              43
<PAGE>
UNDERWRITING
--------------------------------------------------------------------------------

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 and Rampart 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 Securities and
Exchange Commission 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.

Eaton Vance (and not the Fund) has agreed pursuant to an additional compensation
agreement (the "Additional Compensation Agreement") to pay 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.

--------------------------------------------------------------------------------
 44
<PAGE>
UNDERWRITING
--------------------------------------------------------------------------------

As described below under "Shareholder Servicing Agent, custodian and transfer
agent," UBS Securities LLC will provide shareholder services to the Fund
pursuant to a shareholder servicing agreement with Eaton Vance.

Compensation received by      pursuant to the Additional Compensation Agreement
and compensation received by UBS Securities LLC pursuant to the Shareholder
Servicing Agreement (as defined below) together will not exceed 4.50% of the
aggregate initial offering price of the Common Shares offered hereby, and the
total compensation received by the Underwriters will not exceed 9.00% of the
aggregate initial offering price of the Common Shares offered hereby.

Shareholder Servicing Agent, custodian and transfer agent

Pursuant to a shareholder servicing agreement (the "Shareholder Servicing
Agreement") between UBS Securities LLC (the "Shareholder Servicing Agent") and
Eaton Vance, the Shareholder Servicing Agent will (i) 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 the
Shareholder Servicing Agent or its registered broker-dealer affiliates in the
ordinary course of their business; (ii) 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 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) 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 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, and (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
the Shareholder Servicing Agent, 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, the Shareholder Servicing Agent 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 the Shareholder Servicing Agent a fee computed daily and payable quarterly
equal, on an annual basis, to 0.10% of the Fund's average daily gross assets.
Rampart Investment Management Company has agreed to reimburse Eaton Vance in
certain circumstances for a portion of the payments that Eaton Vance makes to
the Shareholder Servicing Agent under the Shareholder Servicing Agreement. The
sum of the payments payable to the Shareholder Servicing Agent under the
Shareholder Servicing Agreement will not exceed      % of the

--------------------------------------------------------------------------------
                                                                              45
<PAGE>
SHAREHOLDER SERVICING AGENT, CUSTODIAN AND TRANSFER AGENT
--------------------------------------------------------------------------------

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 the Shareholder Servicing Agent. 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.

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 LLP, Boston, Massachusetts, and for the
Underwriters by Skadden, Arps, Slate, Meagher & Flom LLP, Chicago, Illinois.

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.

--------------------------------------------------------------------------------
 46
<PAGE>

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

Table of contents for the
Statement of Additional Information

<Table>
<S>                                                           <C>
Additional investment information and restrictions..........    2
Trustees and officers.......................................    6
Investment advisory and other services......................   13
Determination of net asset value............................   16
Portfolio trading...........................................   18
Taxes.......................................................   20
Other information...........................................   25
Independent registered public accounting firm...............   25
Statement Of Assets And Liabilities.........................   27
Notes to financial statements...............................   28
</Table>

The Fund's privacy policy

The Fund is committed to ensuring your financial privacy. This notice is being
sent to comply with privacy regulations of the Securities and Exchange
Commission. The Fund has in effect the following 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 Fund transactions will be collected.

- 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).

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

For more information about the Fund's privacy policies call 1-800-262-1122.

--------------------------------------------------------------------------------
                                                                              47
<PAGE>

                               [EATON VANCE LOGO]

                                                                        CE-EEIFP
<PAGE>

STATEMENT OF ADDITIONAL INFORMATION   SUBJECT TO COMPLETION   September 24, 2004
--------------------------------------------------------------------------------

STATEMENT OF ADDITIONAL INFORMATION
              , 2004

EATON VANCE ENHANCED EQUITY INCOME 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.......................................    6
Investment advisory and other services......................   13
Determination of net asset value............................   16
Portfolio trading...........................................   18
Taxes.......................................................   20
Other information...........................................   25
Independent registered public accounting firm...............   25
Statement Of Assets And Liabilities.........................   27
Notes to financial statements...............................   28
</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 ENHANCED EQUITY INCOME FUND (THE
"FUND") DATED   , 2004, AS SUPPLEMENTED FROM TIME TO TIME, WHICH IS INCORPORATED
HEREIN BY REFERENCE. THIS SAI SHOULD BE READ IN CONJUNCTION WITH SUCH
PROSPECTUS, A COPY OF WHICH MAY BE OBTAINED WITHOUT CHARGE BY CONTACTING YOUR
FINANCIAL INTERMEDIARY OR CALLING THE FUND AT 1-800-225-6265.

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

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

Additional investment information and restrictions

Primary investment strategies are described in the Prospectus. The following is
a description of the various investment policies that may be engaged in, whether
as a primary or secondary strategy, and a summary of certain attendant risks.
Eaton Vance may not buy any of the following instruments or use any of the
following techniques unless it believes 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) may be purchased
or sold to enhance return (which may be considered speculative), to hedge
against fluctuations in securities prices or market conditions, or as a
substitute for the purchase or sale of securities or currencies. These
strategies may be executed through the use of derivative contracts in the U.S.
or abroad. In the course of pursuing these investment strategies, the Fund may
purchase and sell exchange-listed and over-the-counter put and call options on
securities, equity and fixed-income indices and other instruments, purchase and
sell futures contracts and options thereon, and enter into various transactions
such as swaps, caps, floors or collars. In addition, derivatives may also
include new techniques, instruments or strategies that are permitted as
regulatory changes occur. Transactions in derivative instruments involve a risk
of loss or depreciation due to: unanticipated adverse changes in securities
prices, interest rates, indices, or the other financial instruments' prices; the
inability to close out a position; default by the counterparty; imperfect
correlation between a position and the desired hedge; tax constraints on closing
out positions; and portfolio management constraints on securities subject to
such transactions. The loss on derivative instruments (other than purchased
options) may substantially exceed an investment in these instruments. In
addition, the entire premium paid for purchased options may be lost before they
can be profitably exercised. Transaction costs are incurred in opening and
closing positions. Derivative instruments may sometimes increase or leverage
exposure to a particular market risk, thereby increasing price volatility.
Over-the-counter ("OTC") derivative instruments, equity swaps and forward sales
of stocks involve an enhanced risk that the issuer or counterparty will fail to
perform its contractual obligations. Some derivative instruments are not readily
marketable or may become illiquid under adverse market conditions. In addition,
during periods of market volatility, a commodity exchange may suspend or limit
trading in an exchange-traded derivative instrument, which may make the contract
temporarily illiquid and difficult to price. Commodity exchanges may also
establish daily limits on the amount that the price of a futures contract or
futures option can vary from the previous day's settlement price. Once the daily
limit is reached, no trades may be made that day at a price beyond the limit.
This may prevent the closing out of positions to limit losses. The staff of the
SEC takes the position that certain purchased OTC options, and assets used as
cover for written OTC options, are illiquid. The ability to terminate OTC
derivative instruments may depend on the cooperation of the counterparties to
such contracts. For thinly traded derivative instruments, the only

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 2
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ADDITIONAL INVESTMENT INFORMATION AND RESTRICTIONS
--------------------------------------------------------------------------------

source of price quotations may be the selling dealer or counterparty. In
addition, certain provisions of the Code limit the use of derivative
instruments. The Fund has claimed an exclusion from the definition of a
Commodity Pool Operator ("CPO") under the Commodity Exchange Act and therefor is
not subject to registration or regulation as a CPO. There can be no assurance
that the use of derivative instruments will be advantageous.

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

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 or U.S. government
securities having a value, marked to market daily, of at least 100% of the
market value of the loaned securities. The Fund may receive loan fees in
connection with loans that are collateralized by securities or on loans of
securities for which there is special demand. The Fund may also seek to earn
income on securities loans by reinvesting cash collateral in securities
consistent with its investment objectives and policies, seeking to invest at
rates that are higher than the "rebate" rate that it normally will pay to the
borrower with respect to such cash collateral. Any such reinvestment will be
subject to the investment policies, restrictions and risk considerations
described in the Prospectus and in this SAI.

Securities loans may result in delays in recovering, or a failure of the
borrower to return, the loaned securities. The defaulting borrower ordinarily
would be liable to the Fund for any losses resulting from such delays or
failures, and the collateral provided in connection with the loan normally would
also be available for that purpose. Securities loans normally may be terminated
by either the Fund or the borrower at any time. Upon termination and the return
of the loaned securities, the Fund would be required to return the related cash
or securities collateral to the borrower and it may be required to liquidate
longer term portfolio securities in order to do so. To the extent that such
securities have decreased in value, this may result in the Fund realizing a loss
at a time when it would not otherwise do so. The Fund also may incur losses if
it is unable to reinvest cash collateral at rates higher than applicable rebate
rates paid to borrowers and related administrative costs. These risks are
substantially the same as those incurred through investment leverage, and will
be subject to the investment policies, restrictions and risk considerations
described in the Prospectus and in this SAI.

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

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

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;

(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

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

(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 it
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.

--------------------------------------------------------------------------------
                                                                               5
<PAGE>

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

Trustees and officers

The Trustees of the Fund are responsible for the overall management and
supervision of the affairs of the Fund. The Trustees and officers of the Fund
are listed below. Except as indicated, each individual has held the office shown
or other offices in the same company for the last five years. The "noninterested
Trustees" consist of those Trustees who are not "interested persons" of the
Fund, as that term is defined under the 1940 Act. The business address of each
Trustee and officer is The Eaton Vance Building, 255 State Street, Boston,
Massachusetts 02109. As used in this SAI, "EVC" refers to Eaton Vance Corp.,
"EV" refers to Eaton Vance, Inc., "BMR" refers to Boston Management and
Research, and "EVD" refers to Eaton Vance Distributors Inc. EVC and EV are the
corporate parent and trustee, respectively, of Eaton Vance and BMR. Eaton Vance
has engaged Rampart Investment Management Company ("Rampart") to serve as
sub-adviser to the Fund to provide advice and assistance with the development,
implementation and execution of the Fund's options strategy, pursuant to an
investment sub-advisory agreement (the "Sub-Advisory Agreement") among the Fund,
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(2) and  Since 8/10/04   Chairman, President and       197       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 197 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.
NON-INTERESTED TRUSTEES
Samuel L. Hayes, III  Trustee(2)      Since 9/23/04   Jacob H. Schiff               197       Director of
2/23/35                               Three Years     Professor of Investment                 Tiffany & Co.
                                                      Banking Emeritus,                       (specialty
                                                      Harvard University                      retailer) and
                                                      Graduate School of                      Telect, Inc.
                                                      Business                                (telecommunication
                                                      Administration.                         services company)
William H. Park       Trustee(3)      Since 9/23/04   President and Chief           194       None
9/19/47                               Three Years     Executive Officer,
                                                      Prizm Capital
                                                      Management, LLC
                                                      (investment management
                                                      firm) (since 2002).
                                                      Executive Vice
                                                      President and Chief
                                                      Financial Officer,
                                                      United Asset Management
                                                      Corporation (a holding
                                                      company owning
                                                      institutional
                                                      investment management
                                                      firms) (1982-2001).
</Table>

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 6
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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>
Ronald A. Pearlman    Trustee(3)      Since 9/23/04   Professor of Law,             194       None
7/10/40                               Three Years     Georgetown University
                                                      Law Center (since
                                                      1999). Tax Partner,
                                                      Covington & Burling,
                                                      Washington, DC
                                                      (1991-2000).
Norton H. Reamer      Trustee(4)      Since 9/23/04   President, Chief              197       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,
                                                      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 9/23/04   Professor of Law,             197       None
                                      Three Years     University of
                                                      California at Los
                                                      Angeles School of Law
                                                      (since July 2001).
                                                      Formerly, Professor of
                                                      Law, Georgetown
                                                      University Law Center.
</Table>

------------
(1)  Includes both master and feeder funds in master-feeder structure.
(2)  Class I Trustees whose term expires in 2005.
(3)  Class II Trustees whose term expires in 2006.
(4)  Class III Trustees whose term expires in 2007.

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

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 OCCUPATION(S) DURING PAST FIVE YEARS
----------------------------------------------------------------------------------------------------------
<S>                     <C>                 <C>             <C>
Duncan W. Richardson    President and       Since 8/10/04   Senior Vice President and Chief Equity
10/26/57                Chief Executive                     Investment Officer of Eaton Vance and BMR.
                        Officer                             Officer of 43 registered investment companies
                                                            managed by Eaton Vance or BMR.
Thomas E. Faust Jr.     Vice President      Since 8/10/04   Executive Vice President of Eaton Vance, BMR,
5/31/58                                                     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 57
                                                            registered investment companies managed by
                                                            Eaton Vance or BMR.
Lewis R. Piantedosi     Vice President      Since 9/24/04   Vice President of Eaton Vance and BMR. Equity
8/10/65                                                     Analyst at Eaton Vance since May 1999.
                                                            Previously, Partner, Portfolio Manager and
                                                            Equity Analyst for Freedom Capital Management
                                                            (1996-1999). Officer of 2 registered
                                                            investment companies managed by Eaton Vance or
                                                            BMR.
James L. O'Connor       Treasurer and       Since 8/10/04   Vice President of BMR, Eaton Vance and EVD.
4/1/45                  Principal                           Officer of 118 registered investment companies
                        Financial and                       managed by Eaton Vance or BMR.
                        Accounting Officer
Alan R. Dynner          Secretary           Since 8/10/04   Vice President, Secretary And Chief Legal
10/10/40                                                    Officer of BMR, Eaton Vance, EVD, EV and EVC.
                                                            Officer of 197 registered investment companies
                                                            managed by Eaton Vance or BMR
Bryan Doddy             Assistant           Since 8/10/04
                        Treasurer
Janet E. Sanders        Assistant           Since 8/10/04
                        Treasurer and
                        Assistant
                        Secretary
A. John Murphy          Assistant           Since 8/10/04
                        Secretary
Frederick S. Marius     Assistant           Since 8/10/04
                        Secretary
</Table>

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

The Governance Committee of the Board of Trustees of the Fund is comprised of
the noninterested Trustees. 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

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

thereof, including the nomination and selection of noninterested Trustees and
the compensation of noninterested Trustees.

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

Messrs. Reamer (Chairman), Hayes and Park 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 non-interested Trustee, as
audit committee financial experts. The Audit Committee's purposes are to (i)
oversee the Fund's accounting and financial reporting processes, its internal
control over financial reporting, and, as appropriate, the internal control over
financial reporting of certain service providers; (ii) oversee or, as
appropriate, assist Board oversight of the quality and integrity of the Fund's
financial statements and the independent audit thereof; (iii) oversee, or, as
appropriate, assist Board oversight of, the Fund's compliance with legal and
regulatory requirements that relate to the Fund's accounting and financial
reporting, internal control over financial reporting and independent audits;
(iv) approve prior to appointment the engagement and, when appropriate,
replacement of the independent registered public accounting firm, and, if
applicable, nominate the independent registered public accounting firm to be
proposed for shareholder ratification in any proxy statement of a 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 a Fund.

Messrs. Hayes (Chairman), 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   times, the Audit
Committee and Special Committee have each held   meeting and the Contract Review
Subcommittee has held   meetings.

When considering approval of the Advisory Agreement between the Fund and the
Adviser, and the Sub-Advisory Agreement between 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 and Rampart;

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

+  Arrangements regarding the distribution of Fund shares;

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

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

+  The allocation of brokerage and the benefits received by the Adviser 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;

+  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 of Rampart;

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

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

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

In evaluating the Advisory Agreement between the Fund and Eaton Vance, and the
Sub-Advisory Agreement between the Adviser and Rampart, the Special Committee
reviewed material furnished by Eaton Vance and Rampart at the initial Board
meeting held on September 24, 2004, 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 Agreement. 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 reputation of
Rampart and its options strategy and its past experience in implementing this
strategy.

The Special Committee received information concerning the investment philosophy
and investment process to be applied by Eaton Vance and Rampart 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 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

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

evaluating the fees to be paid to Rampart, the Special Committee considered and
discussed fees paid to other investment sub-advisers in similar circumstances,
as well as fees charged by Rampart to 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 Agreement. Nor are the items described herein all encompassing of
the matters considered by the Special Committee. In assessing the information
provided by Eaton Vance and its affiliates and Rampart, 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 Agreement, 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 Services Agreement with UBS Securities LLC, whereby the Adviser (and
not the Fund) would pay UBS Securities LLC to provide upon request certain
market data and reports to support shareholder services pursuant to the
agreement.

SHARE OWNERSHIP
The following table shows the dollar range of equity securities beneficially
owned by each Trustee in the Fund and all Eaton Vance Funds overseen by the
Trustee as of December 31, 2003.

<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
  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                   $50,001--$100,000
</Table>

As of December 31, 2003, no noninterested Trustee or any of their immediate
family members owned beneficially or of record any class of securities of EVC,
EVD, Rampart or any person controlling, controlled by or under common control
with EVC, EVD or Rampart.

During the calendar years ended December 31, 2002 and December 31, 2003, no
noninterested Trustee (or their immediate family members) had:

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

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 or
    Rampart, distributed by EVD or a person controlling, controlled by or under
    common control with EVC, EVD or Rampart; (iii) EVC, EVD or Rampart; (iv) a
    person controlling, controlled by or under common control with EVC, EVD or
    Rampart; 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 or Rampart, distributed by EVD or a person controlling,
    controlled by or under common control

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

    with EVC, EVD or Rampart; (iii) EVC, EVD or Rampart; (iv) a person
    controlling, controlled by or under common control with EVC, EVD or Rampart;
    or (v) an officer of any of the above.

During the calendar years ended December 31, 2002 and December 31, 2003, no
officer of EVC, EVD, Rampart or any person controlling, controlled by or under
common control with EVC, EVD or Rampart served on the Board of Directors of a
company where a noninterested Trustee of the Fund or any of their immediate
family members served as an officer.

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

The fees and expenses of the Trustees of the Fund are paid by the Fund. (A
Trustee of the Fund who is a member of the Eaton Vance organization receives no
compensation from the Fund.) For the Fund's fiscal year ending March 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,
2003, 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.
SOURCE OF COMPENSATION               HAYES, III         PARK    PEARLMAN      REAMER      STOUT
-----------------------------------------------------------------------------------------------
<S>                                  <C>          <C>          <C>         <C>         <C>
Fund*..............................   $      0     $     0      $     0    $      0    $      0
Fund Complex.......................   $183,750     $98,333(2)   $85,000    $170,833    $167,500(3)
</Table>

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

(1)  As of September 24, 2004, the Eaton Vance fund complex consisted of 197
     registered investment companies or series thereof.

(2)  Includes $88,055 of deferred compensation.

(3)  Includes $30,500 of deferred compensation.

PROXY VOTING POLICY.  The Fund is subject to the Eaton Vance Funds Proxy Voting
Policy and Procedures (the "Fund Policy"), 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 described below.
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 Fund Policy. The Board's Special Committee will instruct
the Adviser on the appropriate course of action.

The Policies are designed to promote accountability of a company's management to
its shareholders and to align the interests of management with those
shareholders. The Adviser will generally support company management on proposals
relating to environmental and social policy issues, on matters regarding the
state of organization of the company and routine matters related to corporate
administration which are not expected to have a significant economic impact on
the company or its shareholders. On all other matters, the Adviser will review
each matter on a case-by-case basis and

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

reserves the right to deviate from the Policies' guidelines when it believes the
situation warrants such a deviation. The Policies include voting guidelines for
matters relating to, among other things, the election of directors, approval of
independent auditors, executive compensation, corporate structure and
anti-takeover defenses. The Adviser may abstain from voting from time to time
where it determines that the costs associated with voting a proxy outweigh the
benefits derived from exercising the right to vote.

In addition, the Adviser will monitor situations that may result in a conflict
of interest between the Fund's shareholders and the Adviser or any of its
affiliates or any affiliate of the Fund by maintaining a list of significant
existing and prospective corporate clients. The Adviser's personnel responsible
for reviewing and voting proxies on behalf of the Fund will report any proxy
received or expected to be received from a company included on that list to
members of senior management of the Adviser identified in the Policies. Such
members of senior management will determine if a conflict exists. If a conflict
does exist, the proxy will either be voted strictly in accordance with the
Policies or the Adviser will seek instruction on how to vote from the Special
Committee. Information on how the Fund voted proxies relating to portfolio
securities during the 12 month period ended June 30, 2004 is available (1)
without charge, upon request, by calling 1-800-262-1122, and (2) on the
Securities and Exchange Commission's website at http://www.sec.gov.

Investment advisory and other services

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

The Fund will be responsible for all of its costs and expenses not expressly
stated to be payable by Eaton Vance under the Advisory Agreement or
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.

The Advisory Agreement with the Adviser continues in effect to September 24,
2006 and from year to year 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 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

--------------------------------------------------------------------------------
                                                                              13
<PAGE>
INVESTMENT ADVISORY AND OTHER SERVICES
--------------------------------------------------------------------------------

majority of the outstanding Shares of the Fund. The Fund's Administration
Agreement continues in effect from year to year so long as such continuance is
approved at least annually by the vote of a majority of the Fund's Trustees.
Each agreement may be terminated at any time without penalty on sixty (60) days'
written notice by the Trustees of the Fund or Eaton Vance, as applicable, or by
vote of the majority of the outstanding shares of the Fund. Each agreement will
terminate automatically in the event of its assignment. Each agreement provides
that, in the absence of willful misfeasance, bad faith, gross negligence or
reckless disregard of its obligations or duties to the Fund under such
agreements on the part of Eaton Vance, Eaton Vance shall not be liable to the
Fund for any loss incurred, to the extent not covered by insurance.

The Advisory Agreement provides that Eaton Vance may engage one or more
investment sub-advisers to assist with some or all aspects of the management of
the Fund's investments subject to such approvals as are required under the 1940
Act. Pursuant to these provisions, Eaton Vance has engaged Rampart as a
sub-adviser to provide assistance with the development, implementation and
execution of the Fund's options strategy. 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. EVC through its subsidiaries and
affiliates engages primarily in investment management, administration and
marketing activities. The Directors of EVC are James B. Hawkes, John G. L.
Cabot, Thomas E. Faust Jr., Leo I. Higdon, Jr., John M. Nelson, Vincent M.
O'Reilly 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. James B. Hawkes, Jeffrey P. Beale, Alan R. Dynner, Thomas E. Faust Jr.,
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 have
transactions with various banks, including the custodian of the Fund, 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.  Rampart Investment Management Company ("Rampart" or
"Sub-Adviser") 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 August 31, 2004
Rampart had approximately $1 billion of assets under management.

Under the terms of the 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 0.235% of the average daily gross assets of the Fund.

--------------------------------------------------------------------------------
 14
<PAGE>
INVESTMENT ADVISORY AND OTHER SERVICES
--------------------------------------------------------------------------------

The Sub-Advisory Agreement continues until September 24, 2006 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 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 provides that in the absence of willful misfeasance,
bad faith, gross negligence or reckless disregard for its obligations and duties
thereunder, the Rampart is not liable for any error or judgment or mistake of
law or for any loss suffered by the Fund.

CODES OF ETHICS

The Adviser, Rampart and the Fund have adopted Codes of Ethics governing
personal securities transactions. Under the Codes of Ethics, Eaton Vance and
Rampart 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, upon payment of
copying fees, by writing the SEC's public reference section, 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. Eaton Vance will furnish to the Fund investment
advice and provide related office facilities and personnel for servicing the
investments of the Fund. Eaton Vance will compensate all Trustees and officers
of the Fund who are members of the Eaton Vance organization and who render
investment services to the Fund, and will also compensate all other Eaton Vance
personnel who provide research and investment services to the Fund.

ADMINISTRATIVE SERVICES

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

--------------------------------------------------------------------------------
                                                                              15
<PAGE>

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

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 (such prices may not be used, however, where an active
over-the-counter market in an exchange listed security better reflects current
market value). Marketable securities listed in the NASDAQ National Market System
are valued at the NASDAQ official closing price. Unlisted or listed securities
for which closing sale prices are not available are valued at the mean between
the latest bid and asked prices. An option is valued at the last sale price as
quoted on the principal exchange or board of trade on which such option or
contract is traded, or in the absence of a sale, at the mean between the last
bid and asked prices. When the Fund writes a call option it records the premium
as an asset and equivalent liability and thereafter adjusts the liability to the
market value of the option determined in accordance with the preceding sentence.

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

Debt securities for which the over-the-counter market is the primary market are
normally valued on the basis of prices furnished by one or more pricing services
at the mean between the latest available bid and asked prices. OTC options are
valued at the mean between the bid and asked prices provided by dealers.
Financial futures contracts listed on commodity exchanges and exchange-traded
options are valued at closing settlement prices. Short-term obligations having
remaining maturities of less than 60 days are valued at amortized cost, which
approximates value, unless the Trustees determine that under particular
circumstances such method does not result in fair value. As authorized by the
Trustees, debt securities (other than short-term obligations) may be valued on
the basis of valuations furnished by a pricing service which determines
valuations based upon market transactions for normal,

--------------------------------------------------------------------------------
 16
<PAGE>
DETERMINATION OF NET ASSET VALUE
--------------------------------------------------------------------------------

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 fair valuation 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.

--------------------------------------------------------------------------------
                                                                              17
<PAGE>

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

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

Transactions on stock exchanges and other agency transactions involve the
payment of negotiated brokerage commissions. Such 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,

--------------------------------------------------------------------------------
 18
<PAGE>
PORTFOLIO TRADING
--------------------------------------------------------------------------------

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

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

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

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

--------------------------------------------------------------------------------
                                                                              19
<PAGE>
PORTFOLIO TRADING
--------------------------------------------------------------------------------

separately for each. In such circumstances, the 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 Trustees of such companies to fulfill their responsibility to oversee the
quality of the services provided by various entities, including the Adviser.
Such companies may also pay cash for such information.

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

The Fund and the Adviser may also receive Research Services from underwriters
and dealers in fixed-price offerings, which Research Services are reviewed and
evaluated by the Adviser in connection with its investment responsibilities. The
investment companies sponsored by the Adviser or its affiliates may allocate
trades in such offerings to acquire information relating to the performance,
fees and expenses of such companies and other mutual funds, which information is
used by the Trustees of such companies to fulfill their responsibility to
oversee the quality of the services provided by various entities, including the
Adviser, to such companies. Such companies may also pay cash for such
information.

Securities considered as investments for the Fund may also be appropriate for
other investment accounts managed by the Adviser or its affiliates. Whenever
decisions are made to buy or sell securities by the Fund and one or more of such
other accounts simultaneously, the Adviser will allocate the security
transactions (including "hot" issues) in a manner which it believes to be
equitable under the circumstances. As a result of such allocations, there may be
instances where the Fund will not participate in a transaction that is allocated
among other accounts. If an aggregated order cannot be filled completely,
allocations will generally be made on a pro rata basis. An order may not be
allocated on a pro rata basis where, for example: (i) consideration is given to
portfolio managers who have been instrumental in developing or negotiating a
particular investment; (ii) consideration is given to an account with
specialized investment policies that coincide with the particulars of a specific
investment; (iii) pro rata allocation would result in odd-lot or de minimis
amounts being allocated to a portfolio or other client; or (iv) where the
Adviser reasonably determines that departure from a pro rata allocation is
advisable. While these aggregation and allocation policies could have a
detrimental effect on the price or amount of the securities available to the
Fund from time to time, it is the opinion of the Trustees of the Fund that the
benefits from the Adviser's organization outweigh any disadvantage that may
arise from exposure to simultaneous transactions.

Taxes

The following discussion of federal income tax matters is based on the advice of
Kirkpatrick & Lockhart LLP, counsel to the Fund. The Fund intends to elect to be
treated and to qualify each year as a regulated investment company ("RIC") under
the Internal Revenue Code of 1986, as amended (the "Code"). Accordingly, the
Fund intends to satisfy certain requirements relating to sources of its income

--------------------------------------------------------------------------------
 20
<PAGE>
TAXES
--------------------------------------------------------------------------------

and diversification of its assets and to distribute substantially all of its net
income and net short-term and long-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 RIC status and to avoid paying any
federal income or excise tax. To the extent it qualifies for treatment as a RIC
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 gain distributions.

In order to avoid incurring a nondeductible 4% federal excise tax obligation,
the Code requires that the Fund distribute (or be deemed to have distributed) by
December 31 of each calendar year an amount at least equal to the sum of (i) 98%
of its ordinary income for such year, (ii) 98% of its capital gain net income
(which is the excess of its realized net long-term capital gain over its
realized net short-term capital loss), generally computed on the basis of the
one-year period ending on October 31 of such year, after reduction by any
available capital loss carryforwards, and (iii) 100% of any ordinary income and
capital gain net income from the prior year (as previously computed) that were
not paid out during such year and on which the Fund paid no federal income tax.
Under current law, provided that the Fund qualifies as a RIC for federal income
tax purposes, the Fund should not be liable for any income, corporate excise or
franchise tax in The Commonwealth of Massachusetts.

If the Fund does not qualify as a RIC for any taxable year, the Fund's taxable
income will be subject to corporate income taxes, and all distributions from
earnings and profits, including distributions of net capital gain (if any), will
be taxable to the shareholder as ordinary income. 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.

The taxation of equity options that the Fund expects to write is governed by
Code Section 1234. Pursuant to Code Section 1234, the premium received by the
Fund for selling a call option is not included in income at the time of receipt.
If the option expires, the premium 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 is short-term capital
gain or loss. If a call option written by the Fund is exercised, thereby
requiring the Fund to sell the underlying security, the premium will increase
the amount realized upon the sale of the security and any resulting gain or loss
will be long-term or short-term, depending upon the holding period of the
security. With respect to a put or call option that is purchased by the Fund, if
the option is sold, any resulting gain or loss will be a capital gain or loss,
and will be short-term or long-term, depending upon the holding period for the
option. If the option expires, the resulting loss is a capital loss and is
short-term or long-term, depending upon the holding period for the option. If
the option is exercised, the cost of the option, in the case of a call option,
is added to the basis of the purchased security and, in the case of a put
option, reduces the amount realized on the underlying security in determining
gain or loss. Because the Fund does not have control over the exercise of the
call options it writes, such exercise or other required sales of the underlying
securities may cause the Fund to realize capital gains or losses at inopportune
times.

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

--------------------------------------------------------------------------------
                                                                              21
<PAGE>
TAXES
--------------------------------------------------------------------------------

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.

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.

The Fund's investment in zero coupon, payment in kind and certain other
securities will cause it to realize income prior to the receipt of cash payments
with respect to these securities. Such income will be accrued daily by the Fund
and, in order to avoid a tax payable by the Fund, the Fund may be required to
liquidate securities that it might otherwise have continued to hold in order to
generate cash so that the Fund may make required distributions to its
shareholders.

Investments in lower rated or unrated securities may present special tax issues
for the Fund to the extent that the issuers of these securities default on their
obligations pertaining thereto. The Code is not entirely clear regarding the
federal income tax consequences of the Fund's taking certain positions in
connection with ownership of such distressed securities.

Any recognized gain or income attributable to market discount on long-term debt
obligations (i.e., obligations with a term of more than one year except to the
extent of a portion of the discount attributable to original issue discount)
purchased by the Fund is taxable as ordinary income. A long-term debt obligation
is generally treated as acquired at a market discount if purchased after its
original issue at a price less than (i) the stated principal amount payable at
maturity, in the case of an obligation that does not have original issue
discount or (ii) in the case of an obligation that does have original issue
discount, the sum of the issue price and any original issue discount that
accrued before the obligation was purchased, subject to a de minimis exclusion.

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
regulated investment company 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.

In particular, the Fund expects to write call options with respect to certain
securities held by the Fund. Depending on whether such options are exercised or
lapse, or whether the securities or options are sold, the existence of these
options will affect the amount and timing of the recognition of income and
whether the income qualifies as long-term capital gain.

Further, the Fund's transactions in options 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

--------------------------------------------------------------------------------
 22
<PAGE>
TAXES
--------------------------------------------------------------------------------

dividends received deduction as ineligible for such treatment, (iii) disallow,
suspend or otherwise limit the allowance of certain losses or deductions, (iv)
convert long-term capital gain into short-term capital gain or ordinary income,
(v) convert an ordinary loss or deduction into a capital loss (the deductibility
of which is more limited) and (vi) cause the Fund to recognize income or gain
without a corresponding receipt of cash.

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

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

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

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. If more than 50% of the value of the Fund's total assets
at the close of its taxable year consists of securities of foreign issuers, the
Fund will be eligible to, and may, file an election with the Internal Revenue
Service (the "Service") that will enable its shareholders, in effect, to receive
the benefit of the foreign tax credit with respect to any foreign taxes paid by
it. Pursuant to the election, the Fund would treat those taxes as dividends paid
to its shareholders and each shareholder (1) would be required to include in
gross income, and treat as paid by such shareholder, a proportionate share of
those taxes, (2) would be required to treat such share of those taxes and of any
dividend paid by the Fund that represents income from foreign or U.S.
possessions sources as such shareholder's own income from those sources, and (3)
could either deduct the foreign taxes deemed paid in computing taxable income
or, alternatively, use the foregoing information in calculating the foreign tax
credit against federal income tax. The Fund will report to its shareholders
shortly after each taxable year their respective shares of foreign taxes paid
and the income from sources within, and taxes paid to, foreign countries and
U.S. possessions if it makes this election. An individual who has no more than
$300 ($600 for married

--------------------------------------------------------------------------------
                                                                              23
<PAGE>
TAXES
--------------------------------------------------------------------------------

persons filing jointly) of creditable foreign taxes included on Forms 1099 and
all of whose foreign source income is "qualified passive income" may elect each
year to be exempt from the complicated foreign tax credit limitation, in which
event such individual would be able to claim a foreign tax credit without
needing to file the detailed Form 1116 that otherwise is required.

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.

Amounts paid by the Fund to individuals and certain other shareholders who have
not provided the Fund with their correct taxpayer identification number ("TIN")
and certain certifications required by the Service as well as shareholders with
respect to whom the Fund has received certain information from the Service or a
broker may be subject to "backup" withholding of federal income tax arising from
the Fund's taxable dividends and other distributions as well as the gross
proceeds of sales of shares, at a rate of 28% for amounts paid during 2004. An
individual's TIN is generally his or her social security number. Backup
withholding is not an additional tax. Any amounts withheld under the backup
withholding rules from payments made to a shareholder may be refunded or
credited against such shareholder's federal income tax liability, if any,
provided that the required information is furnished to the Service.

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

--------------------------------------------------------------------------------
 24
<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 the Fund property or the acts,
obligations or affairs of the Fund. The Declaration of Trust in coordination
with the Fund's By-laws also provides for indemnification out of the Fund
property of any shareholder held personally liable for the claims and
liabilities to which a shareholder may become subject by 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 per centum 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 are the independent registered
public accounting firm for the Fund, providing audit services, tax return
preparation, and assistance and consultation with respect to the preparation of
filings with the SEC.

--------------------------------------------------------------------------------
                                                                              25
<PAGE>

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

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

[TO BE ADDED BY AMENDMENT]

--------------------------------------------------------------------------------
 26
<PAGE>

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

Eaton Vance Enhanced Equity Income Fund

STATEMENT OF ASSETS AND LIABILITIES
               , 2004

<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 5,000 common shares of beneficial
  interest issued and outstanding...........................  $
                                                              ========
NET ASSET VALUE AND OFFERING PRICE PER SHARE................  $
                                                              ========
</Table>

STATEMENT OF OPERATIONS
PERIOD FROM AUGUST 10, 2004 (DATE OF ORGANIZATION) THROUGH                , 2004

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

                       See notes to financial statements.

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

Notes to financial statements

NOTE 1:  ORGANIZATION

The Eaton Vance Enhanced Equity Income Fund (the "Fund") was organized as a
Massachusetts business trust on August 10, 2004, and has been inactive since
that date except for matters relating to its organization and registration as a
diversified, closed-end management investment company under the Investment
Company Act of 1940, as amended, and the Securities Act of 1933, as amended, and
the sale of        common shares to Eaton Vance Management, the Fund's
Investment Adviser.

Eaton Vance Management, or an affiliate, has agreed to reimburse all
organizational costs, estimated at approximately $       .

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

The Fund's primary investment objective is to provide current income, with a
secondary objective of capital appreciation. The Fund will pursue its investment
objectives by investing primarily in a portfolio of large- and mid-
capitalization common stocks, seeking to invest primarily in companies with
above-average growth and financial strength. Under normal market conditions, the
Fund will seek to generate current earnings from option premiums by selling
covered call options on a substantial portion of its portfolio securities. There
can be no assurance that the Fund will achieve its investment objectives.

NOTE 2:  ACCOUNTING POLICIES

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

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

NOTE 3:  INVESTMENT MANAGEMENT AGREEMENT

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

Pursuant to a sub-advisory agreement among the Fund, the Adviser and Rampart
Investment Management, the Adviser has agreed to pay a sub-advisory fee, in an
annual amount equal to      % of the average daily gross assets of the Fund.

NOTE 4:  FEDERAL INCOME TAXES

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

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

                    EATON VANCE ENHANCED EQUITY INCOME FUND

                      STATEMENT OF ADDITIONAL INFORMATION
                                          , 2004

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

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

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

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

                                 TRANSFER AGENT
                                   PFPC Inc.
                                 P.O. Box 43027
                           Providence, RI 02940-3027
                                 (800) 331-1710

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

                                     PART C

                                OTHER INFORMATION

ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS

(1)   FINANCIAL STATEMENTS:

      Included in Part A:
      Not applicable.

      Included in Part B:
      Independent Registered Public Accounting Firm'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 August 10, 2004 is
            incorporated herein by reference to the Registrant's initial
            Registration Statement on Form N-2 (File Nos. 333-118180 and
            811-21614) as to the Registrant's common shares of beneficial
            interest ("Common Shares") filed with the Securities and Exchange
            Commission on August 12, 2004 (Accession No. 0000898432-04-000650)
            ("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 herein.

      (e)   Dividend Reinvestment Plan filed herein.

      (f)   Not applicable.

      (g)   (1)   Investment Advisory Agreement dated September 24, 2004, filed
                  herein.

            (2)   Form of Sub-Advisory Agreement dated September 24, 2004, filed
                  herein.

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

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

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

<PAGE>

      (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 September 24, 2004 filed herein.

            (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
                  September 24, 2004 filed herein.

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

            (3)   Administration Agreement dated September 24, 2004 filed
                  herein.

            (4)   Form of Shareholder Servicing Agreement filed herein.

            (5)   Form of Additional Compensation Agreement filed herein.

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

      (m)   Not applicable.

      (n)   Consent of Independent Registered Public Accounting Firm filed
            herein.

      (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 June 4, 2002, filed as Exhibit
                  (p) to Post- Effective Amendment No. 45 of Eaton Vance
                  Investment Trust (File Nos. 33-1121, 811-4443) filed July 24,
                  2002 (Accession No. 0000940394-02-000462) and incorporated
                  herein by reference.

            (2)   Code of Ethics adopted by Rampart Investment Management
                  Company, Inc. effective September 1, 2004 filed herein.

      (s)   Power of Attorney dated September 24, 2004 filed herein.

ITEM 25. MARKETING ARRANGEMENTS

      See Form of Underwriting Agreement filed herein.

ITEM 26. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

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

<TABLE>
<S>                                                             <C>
Registration and Filing Fees                                    $      34,675.00
National Association of Securities Dealers, Inc. Fees                  25,500.00
New York Stock Exchange Fees                                           40,000.00
Costs of Printing and Engraving                                       265,000.00
Accounting Fees and Expenses                                           30,000.00
Legal Fees and Expenses                                               250,000.00
                                                                 ===============
Total                                                           $     645,175.00
                                                                 ---------------
</TABLE>

ITEM 27  PERSONS CONTROLLED BY OR UNDER COMMON CONTROL

      None.

ITEM 28. NUMBER OF HOLDERS OF SECURITIES

      Set forth below is the number of record holders as of [      ], 2004, of
each class of securities of the Registrant:

<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 29. INDEMNIFICATION

      The Registrant's By-Laws filed in the Registrant's Initial Common Shares
Registration Statement contain and the form of Underwriting Agreement filed
herein is expected to contain

<PAGE>

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 29, 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 30. 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); (iii) the Form ADV of Eaton Vance Management
(File No. 801-15930); and (iv) the Form ADV of Rampart Investment Management
Company, Inc. (File No. 801-20657) filed with the Commission, all of which are
incorporated herein by reference.

ITEM 31. 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.

ITEM 32. MANAGEMENT SERVICES

      Not applicable.

ITEM 33. UNDERTAKINGS

<PAGE>

      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.

                  [Remainder of page left intentionally blank]

<PAGE>

                                     NOTICE

      A copy of the Agreement and Declaration of Trust of Eaton Vance Enhanced
Equity Income Fund is on file with the Secretary 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 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 24th day of September 2004.

                                       EATON VANCE ENHANCED
                                       EQUITY INCOME 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 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           September 24, 2004
-----------------------
Duncan W. Richardson

/s/ James L. O'Connor           Treasurer and Principal Financial and           September 24, 2004
-----------------------         Accounting Officer
James L. O'Connor

/s/ James B. Hawkes             Trustee                                         September 24, 2004
-----------------------
James B. Hawkes

Samuel L. Hayes III*            Trustee                                         September 24, 2004
-----------------------
Samuel L. Hayes

William H. Park*                Trustee                                         September 24, 2004
-----------------------
William H. Park

Ronald A. Pearlman*             Trustee                                         September 24, 2004
-----------------------
Ronald A. Pearlman

Norton H. Reamer*               Trustee                                         September 24, 2004
-----------------------
Norton H. Reamer

Lynn A. Stout*                  Trustee                                         September 24, 2004
-----------------------
Lynn A. Stout

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

<PAGE>

                                INDEX TO EXHIBITS

(d)    Form of Specimen Certificate

(e)    Dividend Reinvestment Plan

(g)(1) Investment Advisory Agreement

(g)(2) Form of Sub-Advisory Agreement

(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)(3) Administration Agreement

(k)(4) Form of Shareholder Servicing Agreement

(k)(5) Form of Additional Compensation Agreement

(n)    Consent of Independent Registered Public Accounting Firm

(r)(2) Code of Ethics adopted by Rampart Investment Management Company

(s)    Power of Attorney dated September 24, 2004

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(D)
<SEQUENCE>2
<FILENAME>b51783a1exv99wxdy.txt
<DESCRIPTION>FORM OF SPECIMEN CERTIFICATE
<TEXT>
<PAGE>

                                                                     Exhibit (d)

SPECIMEN CERTIFICATE ONLY

CERTIFICATE                                                          NUMBER OF
  NUMBER                                                               SHARES

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

                     EATON VANCE ENHANCED EQUITY INCOME 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 Enhanced Equity Income 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. 2004.

INVESTORS BANK & Trust Company           EATON VANCE ENHANCED EQUITY INCOME FUND
As Transfer Agent and Registrar

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>b51783a1exv99wxey.txt
<DESCRIPTION>DIVIDEND REINVESTMENT PLAN
<TEXT>
<PAGE>
                                                                     Exhibit (e)


                     EATON VANCE ENHANCED EQUITY INCOME FUND
               TERMS AND CONDITIONS OF DIVIDEND REINVESTMENT PLAN

      Holders of common shares (the "Shares") of Eaton Vance Enhanced Equity
Income 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

<PAGE>

connection with any inability to purchase Shares within the time provided, or
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>b51783a1exv99wxgyx1y.txt
<DESCRIPTION>INVESTMENT ADVISORY AGREEMENT DATED 9/24/2004
<TEXT>
<PAGE>
                                                                  Exhibit (g)(1)

                     EATON VANCE ENHANCED EQUITY INCOME FUND
                          INVESTMENT ADVISORY AGREEMENT

      AGREEMENT made this 24th day of September, 2004, between Eaton Vance
Enhanced Equity Income 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 use its best efforts to seek to
execute portfolio security transactions at prices that are advantageous to the
Trust and (when a disclosed commission is being charged) at reasonably
competitive commission rates. In selecting brokers or dealers qualified to
execute a particular transaction, brokers or dealers may be selected who also
provide brokerage and research services (as those terms are defined in Section
28(e) of the Securities Exchange Act of 1934) to the Adviser, and the Adviser is
expressly authorized to cause the Trust to pay any broker or dealer who provides
such brokerage and research services a commission for executing a security
transaction that 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 amount of commission is reasonable in
relation to the value of the brokerage and research services provided by such
broker or dealer, viewed in terms of either that particular transaction or the
overall responsibilities that the Adviser and its affiliates have with respect

<PAGE>

to accounts over which they exercise investment discretion. Subject to the
requirement set forth in the second sentence of this paragraph, the Adviser is
authorized to consider, as a factor in the selection of any broker or dealer
with whom purchase or sale orders may be placed, the fact that such broker or
dealer has sold or is selling shares of any one or more investment companies
sponsored by the Adviser or its affiliates.

      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.

      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

                                        2
<PAGE>

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.

      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 September
24, 2006 and shall continue in full force and effect indefinitely thereafter,
but only so long as such continuance after September 24, 2006 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.

                                        3
<PAGE>

      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.

      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 ENHANCED EQUITY INCOME FUND

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

                                       EATON VANCE MANAGEMENT

                                       By: /s/ Alan R. Dynner
                                           ------------------------------------
                                           Vice President, and not Individually

                                        4

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(G)(2)
<SEQUENCE>5
<FILENAME>b51783a1exv99wxgyx2y.txt
<DESCRIPTION>SUB-ADVISORY AGREEMENT
<TEXT>
<PAGE>
                                                                  Exhibit (g)(2)

                    EATON VANCE ENHANCED EQUITY INCOME FUND

                   FORM OF INVESTMENT SUB-ADVISORY AGREEMENT

AGREEMENT effective this 24th day of September, 2004 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 Enhanced Equity Income 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 September 24, 2004
(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 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

<PAGE>

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.

      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 for the Trust filed with the SEC
(the "Registration Statement") that contain 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

                                       3
<PAGE>

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
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)-2 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

                                        4
<PAGE>

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 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 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
limitation, contesting the Sub-Adviser's ownership of or validity of the Rampart

                                       5
<PAGE>

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
Agreement, except by reason of willful misfeasance, bad faith, or gross

                                        6
<PAGE>

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
settle the litigation without the prior written consent of the Adviser

                                       8
<PAGE>

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 September 24, 2006 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 Enhanced Equity Income 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, 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: ____________________________________________
                                    Name: _____________________________________
                                          Vice President, and not individually

                                RAMPART INVESTMENT MANAGEMENT COMPANY, INC.

                                By: ___________________________________________
                                    Name:  ____________________________________
                                    Title: ____________________________________

                                       12
<PAGE>

                                   SCHEDULE A

                       Annual Investment Sub-Advisory Fee
                        0.235% 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.(H)(1)
<SEQUENCE>6
<FILENAME>b51783a1exv99wxhyx1y.txt
<DESCRIPTION>FORM OF UNDERWRITING AGREEMENT
<TEXT>
<PAGE>
                                                                  Exhibit (h)(1)



                     Eaton Vance Enhanced Equity Income Fund

                   [   ] Common Shares of Beneficial Interest

                            Par Value $0.01 Per Share

                             UNDERWRITING AGREEMENT

[      ], 2004

<PAGE>

                             UNDERWRITING AGREEMENT

                                                              [      ], 2004

UBS Securities LLC
[Underwriters]

  as Representatives

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

Ladies and Gentlemen:

      Eaton Vance Enhanced Equity Income 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. 333-118180 and 811-21614), 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

                                       2

<PAGE>

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.

            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 [    ], 2004 (the "Investment Advisory
Agreement"). Rampart Investment Management Company (the "Sub-Adviser" and
together with the Investment Adviser the "Advisers") will act as the Fund's
investment sub-adviser pursuant to an Investment Sub-Advisory Agreement among
the Fund, the Investment Adviser and the Sub-Adviser, dated as of [    ], 2004
(the "Sub-Advisory Agreement"). 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 [    ], 2004 (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 [    ], 2004 (the "Transfer Agency Agreement"). Eaton
Vance will act as the administrator of the Fund pursuant to an Administration
Agreement, dated as of [    ], 2004 (the "Administration Agreement"). The
Investment Adviser and UBS Securities LLC have entered into a Shareholder
Servicing Agreement dated [    ], 2004 (the "Shareholder Servicing Agreement").
The Investment Adviser has also entered into an Additional Compensation
Agreement with [      ], dated [    ], 2004 (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-Adviser 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.

                                       3
<PAGE>

            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 (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

                                       4
<PAGE>

      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-ADVISER. Each of the Fund, the Investment Adviser and the Sub-Adviser
      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. 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 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 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

                                       5
<PAGE>

            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 Agreement, 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)

                                       6
<PAGE>

            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.

      (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.

                                       7
<PAGE>

      (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 condition,
            financial or otherwise, business affairs or business 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

                                       8
<PAGE>

            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)   To the knowledge of the Fund after due inquiry, 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-Adviser 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 [    ], 2004, a draft prospecting letter which was filed with
            the NASD on [    ], 2004, 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-ADVISER. Each of the Investment Adviser and the Sub-Adviser represents
      to each Underwriter as follows:

      (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, or as a corporation under the laws
            of the Commonwealth of Massachusetts, in the case of the
            Sub-Adviser, with full

                                       9

<PAGE>

            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 Agreement, 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 Agreement, 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, or Articles of Incorporation, in
            the case of the Sub-Adviser, 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

                                       10

<PAGE>

            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 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

                                       11

<PAGE>

            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-Adviser 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-Adviser, 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 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-Adviser, 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-Adviser, (ii) of the initiation or threatening

                                       12

<PAGE>

            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

                                       13

<PAGE>

            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.

      (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 and the disbursements of 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-Adviser 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,

                                       14

<PAGE>

            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-Adviser 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-Adviser to comply with any material
            terms or because any of the conditions in Section 6 are not
            satisfied, the Investment Adviser or the Sub-Adviser 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-Adviser 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.

      (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-Adviser in this Underwriting Agreement, to the accuracy and
      completeness of all material statements made by the Fund, the Investment
      Adviser or the Sub-Adviser 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

                                       15

<PAGE>

      Investment Adviser and the Sub-Adviser 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-Adviser whether or not arising from transactions in the ordinary
            course of business as set forth in or contemplated by the Prospectus
            which in the judgment of the Managing Representative would
            materially adversely affect the market for the Shares; (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)   The Managing Representative must have received on each Closing Date
            a certificate, dated such date, of the President or a Vice-President
            and the

                                       16

<PAGE>

            chief financial or accounting officer of each of the Fund, the
            Investment Adviser and the 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 the Sub-Adviser (with
            respect to the certificates from such officers of the Sub-Adviser)
            in this Underwriting Agreement are accurate on and as of the date of
            the certificate, (iii) there has not been any material adverse
            change in the general affairs, prospects, management, business,
            financial condition or results of operations 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) or the Sub-Adviser (with respect to the
            certificates from such officers of the Sub-Adviser), which change
            would materially and adversely affect the ability of the Fund, the
            Investment Adviser or the Sub-Adviser, as the case may be, to
            fulfill its obligations under this Underwriting Agreement, the
            Investment Advisory Agreement (with respect to the certificates from
            such officers of the Investment Adviser) or the Sub-Advisory
            Agreement, whether or not arising from transactions 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 the 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 Agreement (with respect to the certificates from
            such officers of the Investment Adviser) and this Underwriting
            Agreement or the Sub-Advisory Agreement, (with respect to the
            certificates from such officers of the 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 the Sub-Adviser (with
            respect to the certificates from such officers of the Sub-Adviser)
            has performed all of its respective agreements that this

                                       17

<PAGE>

            Underwriting Agreement requires it to perform by such Closing Date
            (to the extent not waived in writing by the Managing
            Representative).

      (e)   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.

      (f)   The Managing Representative must have received on each Closing Date
            from Skadden, Arps, Slate, Meagher & Flom LLP and its affiliated
            entities 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(f) only if such opinion and proceedings are
            satisfactory in all respects to the Managing Representative. The
            Fund, the Investment Adviser and the Sub-Adviser must have furnished
            to such counsel such documents as counsel may reasonably request for
            the purpose of enabling them to render such opinion.

      (g)   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 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.

            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

                                       18

<PAGE>

            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, 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

      (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

                                       19

<PAGE>

      (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-Adviser 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-Adviser 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 and the Sub-Adviser,
            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

                                       20

<PAGE>

            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 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-Adviser 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 the Sub-Adviser pursuant to the foregoing paragraph, such
            Underwriter or such person shall promptly notify the Fund, the
            Investment Adviser or the Sub-Adviser in writing of the institution
            of such Proceeding and the Fund, the Investment Adviser or the
            Sub-Adviser 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-Adviser shall not relieve the Fund, the
            Investment Adviser or the Sub-Adviser from any liability which the
            Fund, the Investment Adviser or the Sub-Adviser 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-Adviser, as the case may be, in connection with the

                                       21

<PAGE>

            defense of such Proceeding or the Fund, the Investment Adviser or
            the Sub-Adviser 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-Adviser (in which case the Fund, the Investment Adviser or
            the Sub-Adviser 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-Adviser and paid as
            incurred (it being understood, however, that the Fund, the
            Investment Adviser or the Sub-Adviser 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-Adviser 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-Adviser, the Fund, the Investment Adviser or the Sub-Adviser, 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 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-Adviser, and
            each of their respective shareholders, partners, managers, members,
            trustees, directors and officers, and any person who controls the
            Fund, the Investment

                                       22

<PAGE>

            Adviser or the Sub-Adviser 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-Adviser 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-Adviser 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-Adviser 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, the
            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-Adviser or any such person
            or otherwise. The Fund, the Investment Adviser, the Sub-Adviser 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-Adviser 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

                                       23

<PAGE>

            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-Adviser 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 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-Adviser 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-Adviser on the one
            hand and of the Underwriters on the other in connection with

                                       24

<PAGE>

            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-Adviser 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-Adviser 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-Adviser 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-Adviser 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, 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-Adviser, its
            shareholders, partners, advisers, members, trustees, directors or
            officers

                                       25

<PAGE>

            or any person who controls the Fund, the Investment Adviser or the
            Sub-Adviser 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-Adviser 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-Adviser, against any of the Fund's, the Adviser's
            or the Sub-Adviser's 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-Adviser 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, and, if to the Sub-Adviser, shall be sufficient in all respects if
      delivered or sent to Rampart Investment Management Company, One
      International Place, Boston, MA 02110.

                                       26

<PAGE>

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 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-Adviser (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-Adviser agrees 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-Adviser, 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-Adviser, 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-Adviser 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-Adviser and any

                                       27

<PAGE>

      successor or assign of any substantial portion of the Fund's, the
      Investment Adviser's, the Sub-Adviser's, 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.

                                       28

<PAGE>

      If the foregoing correctly sets forth the understanding among the Fund,
the Investment Adviser, the Sub-Adviser 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-Adviser and the Underwriters, severally.

                                       Very truly yours,

                                       EATON VANCE ENHANCED EQUITY INCOME FUND

                                       _________________________________________
                                       By:
                                       Title:

                                       EATON VANCE MANAGEMENT

                                       _________________________________________
                                       By:
                                       Title:

                                       RAMPART INVESTMENT MANAGEMENT COMPANY

                                       _________________________________________
                                       By:
                                       Title:

                                       29

<PAGE>

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:

                                       30

<PAGE>

                                   SCHEDULE A

UBS Securities LLC

                                  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

                                  Schedule B-1

<PAGE>

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.

            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.

                                  Schedule B-2

<PAGE>

            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.

            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

                                  Schedule B-3

<PAGE>

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-4

<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

                                  Schedule C-1

<PAGE>

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 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.

                                  Schedule C-2

<PAGE>

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-3

<PAGE>

                                   SCHEDULE D

                          FORM OF OPINION OF [      ]
                 REGARDING RAMPART INVESTMENT MANAGEMENT COMPANY

            1. Rampart Investment Management Company (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.

                                  Schedule D-1

<PAGE>

            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 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

                                  Schedule D-2

<PAGE>

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-3

<PAGE>

                                   SCHEDULE E

                           FORM OF ACCOUNTANT'S LETTER

    , 2004

The Board of Trustees of
Eaton Vance Enhanced Equity Income 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 Enhanced Equity Income Fund (the "Fund") as of [      ], 2004 included in
the Registration Statement on Form N-2 filed by the Fund under the Securities
Act of 1933 (the "Securities Act") (File No. 333-118180) and under the
Investment Company Act of 1940 (the "Investment Company Act") (File No.
811-21614); 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 [      ], 2004, were set forth therein.

            4. Fund officials have advised us that no financial statements as of
any date subsequent to [      ], 2004, are available. We have made inquiries of
certain officials of the Fund who have responsibility for financial and
accounting matters

                                  Schedule E-1

<PAGE>

regarding whether there was any change at [      ], 2004, in the capital shares
or net assets of the Fund as compared with amounts shown in the [      ], 2004,
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.

            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>7
<FILENAME>b51783a1exv99wxhyx2y.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>8
<FILENAME>b51783a1exv99wxhyx3y.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>9
<FILENAME>b51783a1exv99wxjyx1y.txt
<DESCRIPTION>MASTER CUSTODIAN AGREEMENT
<TEXT>
<PAGE>
                                                                  Exhibit (j)(1)



                     EATON VANCE ENHANCED EQUITY INCOME FUND

                                                September 24, 2004

Eaton Vance Enhanced Equity Income 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 ENHANCED EQUITY
                                        INCOME FUND

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

Accepted and agreed to:

INVESTORS BANK & TRUST COMPANY

By:
    ----------------------------------
    Title:
<PAGE>

                           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 Calculations 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

                                      -2-
<PAGE>

owned 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.       Safekeeping 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 Reserve Wire System procedures;
                                    if delivery is made elsewhere payment

                                      -3-
<PAGE>

                                    therefor shall be in accordance with the
                                    then current

                                      -4-
<PAGE>

                                    "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

                                      -5-
<PAGE>

                                    securities, or pursuant to any deposit
                                    agreement;

                                      -6-
<PAGE>

                                    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;

                           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;

                                       -7-
<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

                                      -8-
<PAGE>

                  make certain it promptly receives the cash or other
                  consideration due to the Fund for

                                      -9-
<PAGE>

                  such new or treasury Shares as may be issued or sold from time
                  to time by the 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

                                      -10-
<PAGE>

                  immediately so notify the Fund in writing, enclosing copies of
                  any demand letter, any

                                      -11-
<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 the
                                    bank or

                                      -12-
<PAGE>

                                    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 transfered 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

                                      -13-
<PAGE>

                  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 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

                                      -14-
<PAGE>

                  the Custodian 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 subcustodian'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.

                                      -15-
<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

                                      -16-
<PAGE>

the Custodian to reflect such transfer or redemption and payment

                                      -17-
<PAGE>

                  for the account of the Fund. Copies of all 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 subcustodian'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.

                                      -18-
<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.

                                      -19-
<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

                                      -20-
<PAGE>

                  advice or 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.

                                      -21-
<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
                           countervalue 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.

                                      -22-
<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

                                      -23-
<PAGE>

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 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

                                      -24-
<PAGE>

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 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

                                      -25-
<PAGE>

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
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

                                      -26-
<PAGE>

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.

         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.

                                    * * * * *

                                      -27-

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(K)(1)
<SEQUENCE>10
<FILENAME>b51783a1exv99wxkyx1y.txt
<DESCRIPTION>SUPPLEMENT TO THE TRANSFER AGENCY AND SERVICES AGREEMENT
<TEXT>
<PAGE>
                                                                  Exhibit (k)(1)


                                               September 24, 2004

PFPC Inc.
4400 Computer Drive
Westborough, MA 01581-5120
Attn:  President

     Re:  Eaton Vance Enhanced Equity Income Fund

Dear Sirs:

Please be advised that,  pursuant to Trustee action taken on September 24, 2004,
your firm was appointed  transfer and dividend  disbursing agent for Eaton Vance
Enhanced Equity Income 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 Enhanced  Equity Income 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 Enhanced Equity Income Fund

                                    By: /s/ Duncan W. Richardson
                                        -----------------------------------
                                        President

Accepted and Acknowledged:

PFPC Inc.

By:
    --------------------------------------
    Authorized Officer

<PAGE>

                                                                       EXHIBIT 1

                                  LIST OF FUNDS
                           Restated September 24, 2004

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

<PAGE>

                                   SCHEDULE B

                              Restated May 21, 2004

                                  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
            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; and
                  Eaton Vance Enhanced Equity Income 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)(3)
<SEQUENCE>11
<FILENAME>b51783a1exv99wxkyx3y.txt
<DESCRIPTION>ADMINISTRATION AGREEMENT
<TEXT>
<PAGE>
                                                                  Exhibit (k)(3)


                     EATON VANCE ENHANCED EQUITY INCOME FUND

                            ADMINISTRATION AGREEMENT

      AGREEMENT made this 24th day of September, 2004, between Eaton Vance
Enhanced Equity Income 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

<PAGE>

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
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

                                       2
<PAGE>

the Administrator's organization; (xviii) all payments to be made and expenses
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 September
24, 2006 and shall continue in full force and effect indefinitely thereafter,
but only so long as such continuance after September 24, 2006 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 ENHANCED EQUITY                  EATON VANCE MANAGEMENT
INCOME FUND

By: /s/ Duncan W. Richardson                 By: /s/ Alan R. Dynner
    --------------------------------             ------------------------
    President, and not Individually              Vice President, and not
                                                      Individually

                                       4

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(K)(4)
<SEQUENCE>12
<FILENAME>b51783a1exv99wxkyx4y.txt
<DESCRIPTION>FORM OF SHAREHOLDER SERVICING AGREEMENT
<TEXT>
<PAGE>
                                                                  Exhibit (k)(4)

                         SHAREHOLDER SERVICING AGREEMENT

            SHAREHOLDER SERVICING AGREEMENT (the "Agreement"), dated as of
October [ ], 2004, between Eaton Vance Management ("Eaton Vance") and UBS
Securities LLC ("UBS Securities").

            WHEREAS, Eaton Vance Enhanced Equity Income 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 and the administrator
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

<PAGE>

                  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 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)   UBS Securities will promptly notify Eaton Vance or the Fund,
                  as the case may be, if it learns of any material inaccuracy or
                  misstatement in, or material omission from, any written
                  information provided by UBS Securities to Eaton Vance or the
                  Fund in connection with the performance of Services by UBS
                  Securities under this Agreement. UBS Securities acknowledges
                  that in performing the Services under this Agreement, it will

<PAGE>

                  comply in all material respects with all applicable laws,
                  rules and regulations.

      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 Securities Dealer,
            Inc., and 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, 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.

<PAGE>

      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. 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 [ ], 2004, 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
            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

<PAGE>

            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
            solely to provide the Services described above to Eaton Vance and to
            the Fund and that UBS Securities is not acting as an agent or
            fiduciary of, 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

<PAGE>

            ACTION OR PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

      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. This Agreement may not be assigned by either
            party without the prior written consent of the other party.

      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, MA  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.

<PAGE>

      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.

<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:

<PAGE>

                  UBS Securities LLC Indemnification Agreement

                                                               October [ ], 2004

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") with the matters set
forth in the Shareholder Servicing Agreement dated October [ ], 2004, 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") 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 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's prior written consent. For

<PAGE>

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 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 shall not, without its prior written consent,
effect any settlement of any pending or threatened Proceeding in respect of
which UBS Securities is or could have been a party and indemnity could have been
sought hereunder by UBS Securities, unless such settlement includes an
unconditional release of UBS Securities 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 UBS Securities.

<PAGE>

      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
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.

<PAGE>

            The foregoing Indemnification Agreement shall remain in full force
and effect notwithstanding any termination of UBS Securities's 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:

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(K)(5)
<SEQUENCE>13
<FILENAME>b51783a1exv99wxkyx5y.txt
<DESCRIPTION>FORM OF ADDITIONAL COMPENSATION AGREEMENT
<TEXT>
<PAGE>
                                                                  Exhibit (k)(5)

                        ADDITIONAL COMPENSATION AGREEMENT

                                                               October [ ], 2004

Eaton Vance Management
255 State Street
Boston, MA  02109

Ladies and Gentlemen:

            Reference is made to the Underwriting Agreement dated October [ ],
2004 (the "Underwriting Agreement"), by and among Eaton Vance Enhanced Equity
Income Fund a closed-end management investment company (the "Fund"), Eaton Vance
Management ("Eaton Vance" or the "Investment Adviser"), Rampart Investment
Management Company and each of the respective Underwriters named therein, with
respect to the issue and sale of the Fund's common shares of beneficial
interest, par value $0.01 per share (the "Common Shares"), as described therein.
Reference is also made to (i) the Investment Advisory Agreement, dated [ ], 2004
(the "Investment Advisory Agreement") between Eaton Vance and the Fund and (ii)
the registration statement on Form N-2 regarding the Common Shares of the Fund
(the "Registration Statement"). Capitalized terms used herein and not otherwise
defined shall have the meanings given to them in the Underwriting Agreement.

            Eaton Vance hereby confirms its agreement with each Qualifying
Underwriter (as defined in Section 1 hereof) with respect to the additional
compensation referred to in the "Underwriting" section of the Registration
Statement, payable by Eaton Vance to each of the Qualifying Underwriters. Eaton
Vance agrees to pay to each Qualifying Underwriter additional compensation
(collectively, the "Additional Compensation") as provided for in Section 3
hereof; provided, however, that such Additional Compensation shall not exceed an
amount equal to 0.15% per annum of the aggregate average daily gross assets of
the Fund (including assets attributable to any preferred shares of the Fund that
may be outstanding); and provided, further, that such payments shall not exceed
the "Maximum Additional Compensation Amount" (as defined in Section 4 hereof).
The Additional Compensation shall be payable as set forth in Section 3 hereof.

            SECTION 1. Qualifying Underwriters. For the purposes of this
Additional Compensation Agreement, each Underwriter (other than UBS Securities
LLC), which sells Common Shares of the Fund with an aggregate purchase price to
the public of at least $50,000,000 shall be a "Class I Qualifying Underwriter"
and each Underwriter (other than UBS Securities LLC), which sells Common Shares
of the Fund with an aggregate purchase price to the public of at least
$100,000,000 shall be a "Class II Qualifying Underwriter;" provided, however,
that the amounts required to qualify as a Class I Qualifying Underwriter or a
Class II Qualifying Underwriter may be reduced with respect to any Underwriter
in the sole discretion of Eaton Vance. Class I Qualifying Underwriters and Class
II Qualifying Underwriters are referred

<PAGE>

to collectively herein as "Qualifying Underwriters." A Qualifying Underwriter
which qualifies as a Class II Qualifying Underwriter shall not also be a Class I
Qualifying Underwriter. Within 60 days following the Closing Date, the
Qualifying Underwriters shall prepare or cause to be prepared and provide to
Eaton Vance a chart listing each of the Qualifying Underwriters, which chart
shall indicate the aggregate purchase price to the public of the Common Shares
sold by each Qualifying Underwriter and the Pro Rata Percentage (as defined in
Section 2 hereof) of each Qualifying Underwriter and shall be appended as
Schedule A to this Additional Compensation Agreement. Such Schedule A shall be
prepared in good faith by the Qualifying Underwriters and subject to
verification by Eaton Vance.

            SECTION 2. Pro Rata Percentage. Each Qualifying Underwriter shall be
assigned a "Pro Rata Percentage," the numerator of which shall equal the
aggregate purchase price to the public of the Common Shares sold by such
Underwriter as set forth on Schedule A hereto and the denominator of which shall
equal the aggregate purchase price to the public of all of the Common Shares
purchased by the Underwriters pursuant to the Underwriting Agreement.

            SECTION 3. Payment of Additional Compensation.

      (a) Eaton Vance shall pay the Additional Compensation, quarterly in
arrears, to each Class I Qualifying Underwriter in an amount equal to the
product of such Qualifying Underwriter's Pro Rata Percentage multiplied by
0.0250% of the aggregate average daily gross assets of the Fund for such
quarter.

      (b) Eaton Vance shall pay the Additional Compensation, quarterly in
arrears, to each Class II Qualifying Underwriter in an amount equal to the
product of such Qualifying Underwriter's Pro Rata Percentage multiplied by
0.0375% of the aggregate average daily gross assets of the Fund for such
quarter.

      (c) All fees payable hereunder shall be paid to each Qualifying
Underwriter by wire transfer of immediately available funds within 15 days
following the end of each calendar quarter to a bank account designated by such
Qualifying Underwriter. At the time of each payment of Additional Compensation
hereunder, Eaton Vance shall deliver to each Qualifying Underwriter receiving an
installment of Additional Compensation a statement indicating the amount of the
of the aggregate average daily gross asset value of the Fund for such quarter
(including assets attributable to any preferred shares of the Fund that may be
outstanding) on which such payment was based.

      (d) The initial payments of Additional Compensation hereunder shall be
paid with respect to the calendar quarter ending December 31, 2004. In the event
that this Additional Compensation Agreement terminates prior to the end of a
calendar quarter, the Additional Compensation required to be paid hereunder
shall be due and payable within 15 days following the termination hereof and
shall be pro-rated in respect of the period prior to such termination.
Notwithstanding the foregoing, if any payment hereunder would otherwise fall on
a day which is not a business day, it shall be due on the next day which is a
business day. All fees payable hereunder shall be in addition to any fees paid
by the Investment Adviser pursuant to the Underwriting Agreement.

<PAGE>

            SECTION 4. Maximum Additional Compensation Amount. The "Maximum
Additional Compensation Amount" payable by the Investment Adviser hereunder
shall be [ ]% of the aggregate offering price of the Common Shares. [ ] will
receive additional compensation which will not exceed [ ]% of the aggregate
initial offering price of the Common Shares, [ ] will receive additional
compensation which will not exceed [ ]% of the aggregate initial offering price
of the Common Shares and [ ] will received additional compensation which will
not exceed [ ]% of the aggregate initial offering price of the Common Shares.

            SECTION 5. Term. This Additional Compensation Agreement shall
continue coterminously with and so long as the Investment Advisory Agreement,
dated [ ], 2004, 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 Investment
Company Act of 1940, as amended. This Additional Compensation Agreement shall
terminate on the earliest to occur of (a) with respect to any Qualifying
Underwriter, the payment by Eaton Vance to such Qualifying Underwriter of the
Maximum Additional Compensation Amount, (b) with respect to the Fund, the
dissolution and winding up of the Fund and (c) with respect to the Fund, the
date on which the Investment Advisory Agreement or other investment advisory
agreement between the Fund and Eaton Vance or any successor in interest to Eaton
Vance, including but not limited to an affiliate of Eaton Vance, shall
terminate.

            SECTION 6. Not an Investment Adviser. Eaton Vance acknowledges that
the Underwriters are not providing any advice hereunder as to the value of
securities or regarding the advisability of purchasing or selling any securities
for the Fund. No provision of this Additional Compensation Agreement shall be
considered as creating, nor shall any provision create, any obligation on the
part of any Underwriter, and the Underwriters are 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.

            SECTION 7. Not Exclusive. Nothing herein shall be construed as
prohibiting any Underwriter or its respective affiliates from acting as such for
any other clients (including other registered investment companies or other
investment advisers).

            SECTION 8. No Liability. Eaton Vance agrees that no Underwriter
shall have liability to Eaton Vance or the Fund for any act or omission to act
by such Underwriter in the course of its performance under this Additional
Compensation Agreement, in the absence of gross negligence or willful misconduct
on the part of such Underwriter. Eaton Vance agrees to indemnify and hold
harmless each Underwriter and its respective officers, directors, agents and
employees against any loss or expense arising out of or in connection with such
Underwriter's performance under this Additional Compensation Agreement. This
provision shall survive the termination, expiration or supersession of this
Additional Compensation Agreement.

            SECTION 9. Assignment. This Additional Compensation Agreement may
not be assigned by any party without the prior written consent of each other
party.

<PAGE>

            SECTION 10. Amendment; Waiver. No provision of this Additional
Compensation Agreement may be amended or waived except by an instrument in
writing signed by the parties hereto.

            SECTION 11. Governing Law. This Additional Compensation Agreement
shall be governed by, and construed in accordance with, the laws of the State of
New York.

            SECTION 12. Counterparts. This Additional Compensation Agreement may
be executed in any number of counterparts, each of which shall be an original,
and all of which, when taken together, shall constitute one agreement. Delivery
of an executed signature page of this Additional Compensation Agreement by
facsimile transmission shall be effective as delivery of a manually executed
counterpart hereof.

<PAGE>

            If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us a counterpart hereof, whereupon this
instrument, along with all counterparts, will become a binding agreement among
Eaton Vance and the Qualifying Underwriters in accordance with its terms.

                                        Very truly yours,

                                        [ ].

                                        By: _______________________________
                                            Name:
                                            Title:

                                        [ ]

                                        By: _______________________________
                                            Name:
                                            Title:

                                        [ ]

                                        By: _______________________________
                                            Name:
                                            Title:

CONFIRMED AND ACCEPTED,
as of the date first above written:

EATON VANCE MANAGEMENT

By: _______________________________
    Name:
    Title:

<PAGE>

                                   SCHEDULE A

<TABLE>
<CAPTION>
                                   AGGREGATE
NAME OF QUALIFYING         PURCHASE PRICE TO PUBLIC   PRO RATA
    UNDERWRITER     CLASS    OF COMMON SHARES SOLD   PERCENTAGE
------------------  -----  ------------------------  ----------
<S>                 <C>    <C>                       <C>
[ ]                  [ ]              [ ]                [ ]
[ ]                  [ ]              [ ]                [ ]
[ ]                  [ ]              [ ]                [ ]
</TABLE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(N)
<SEQUENCE>14
<FILENAME>b51783a1exv99wxny.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 Enhanced Equity Income Fund on Form N-2 filed by the Fund under
the Securities Act of 1933, as amended (Registration No. 333-118180) and under
the Investment Company Act of 1940, as amended (Registration No. 811-21614).

/s/ DELOITTE & TOUCHE LLP

Boston, Massachusetts
September 24, 2004




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(R)(2)
<SEQUENCE>15
<FILENAME>b51783a1exv99wxryx2y.txt
<DESCRIPTION>CODE OF ETHICS
<TEXT>
<PAGE>
                                                                  Exhibit (r)(2)


                                  CONFIDENTIAL

                                 CODE OF ETHICS

                       RAMPART INVESTMENT MANAGEMENT, INC.

Effective:  September 1, 2004

                                TABLE OF CONTENTS

<TABLE>
<S>                                         <C>
Governing Principles                        P  2

Policy on Personal Securities Transactions  P  5

Code of Conduct for All Employees           P 12

General Provisions                          P 14
</TABLE>

                                       1
<PAGE>

                              GOVERNING PRINCIPLES

You have the responsibility at all times to place the interests of Clients
first, to not take advantage of Client transactions, and to avoid any conflicts,
or the appearance of conflicts, with the interests of Clients. The Policy on
Personal Securities Transactions provides rules concerning your personal
transactions in Securities that you must follow in carrying out these
responsibilities. You also have a responsibility to act ethically, legally, and
in the best interests of Rampart Investment Management Co., Inc. and our Clients
at all times. The Code of Conduct sets forth rules regarding these obligations.
You are expected not only to follow the specific rules, but also the spirit of
the Code of Ethics.

                                       2
<PAGE>

                                   DEFINITIONS

      COMPANY refers to Rampart Investment Management Co., Inc. (RIMCO).

      CLIENT is any person or entity, including a Sub-advised Fund, for which
RIMCO provides investment advisory services.

      ACCESS PERSON is each of the following:

         (1)   an employee of RIMCO who, in connection with his or her regular
               functions or duties, makes, participates in, or obtains
               information regarding the purchase or sale of Securities by a
               Client, or whose functions relate to the making of any
               recommendations with respect to the purchases or sales (including
               a portfolio manager, member of the trading department, and most
               administrative personnel in the investment department);

         (2)   a natural person in a control relationship to RIMCO who obtains
               information concerning recommendations made to a Client with
               regard to the purchase or sale of Securities by the Client; and

         (3)   a director or officer of RIMCO who, in the ordinary course of
               business, makes, participates in, obtains or, in RIMCO `s
               judgment, is able to obtain information regarding, the purchase
               or sale of Securities by a Client, or whose functions or duties
               in the ordinary course of business relate to the making of any
               recommendation to a Client regarding the purchase or sale of
               Securities.

      INVESTMENT PROFESSIONAL is each of the following:

         (1)   an employee of RIMCO, who, in connection with his or her regular
               functions or duties, makes or participates in making
               recommendations regarding the purchase or sale of Securities by a
               Client.

         (2)   a natural person who controls RIMCO and who obtains information
               concerning recommendations made to a Client with regard to the
               purchase or sale of securities by the Client.

      Every Investment Professional is also an Access Person.

      IMMEDIATE FAMILY of any person includes his or her spouse, minor children,
and relatives living in his or her principal residence.

      SECURITIES means notes, stocks, treasury stocks, bonds, debentures,
evidences of indebtedness, certificates of interest or participation in any
profit sharing agreement, collateral trust certificates, pre-organization
certificates or subscriptions, transferable shares, investment contracts, voting
trust certificates, certificates of deposit for a security, fractional undivided
interests in oil, gas, or other mineral rights, puts, calls, straddles, options,

                                       3
<PAGE>

or privileges on any security (including a certificate of deposit) or on any
group or index of securities (including any interest therein or based on the
value thereof), or puts, calls, straddles, options, or privileges entered into
on a national securities exchange relating to foreign currency, or, in general,
any interests or instruments commonly known as "securities," or any certificates
of interest or participation in, temporary or interim certificates for, receipts
for, guarantees of, or warrants or rights to subscribe to or purchase any of the
foregoing, BUT DO NOT INCLUDE shares issued by open-end investment companies
registered under the Investment Company Act of 1940, direct obligations of the
government of the United States, bankers acceptances, bank certificates of
deposit, commercial paper, or high quality short-term debt instruments,
including repurchase agreements.

     INITIAL PUBLIC  OFFERING means an offering of securities  registered  under
the  Securities  Act of 1933,  the  issuer  of  which,  immediately  before  the
registration,  was not subject to the reporting  requirements  of sections 13 or
15(d) of the Securities Exchange Act of 1934.

                                       4
<PAGE>

                                    POLICY ON
                        PERSONAL SECURITIES TRANSACTIONS

A.   APPLICABILITY OF THE POLICY

      WHO IS COVERED. A part of this Policy applies to all Company employees.
Other parts apply only to Access Persons or to Investment Professionals.

      This Policy covers not only your personal Securities transactions, but
also those of your Immediate Family (your spouse, minor children, and relatives
living in your principal residence).

      WHAT ACCOUNTS ARE COVERED. This Policy applies to Securities transactions
in all accounts in which you or members of your Immediate Family have a direct
or indirect beneficial interest, unless the Chief Compliance Officer determines
that you or they have no direct or indirect influence or control over the
account. Normally, an account is covered by this Policy if it is (a) in your
name, (b) in the name of a member of your Immediate Family, (c) of a partnership
in which you or a member of your Immediate Family are a partner with direct or
indirect investment discretion, (d) of a trust of which you or a member of your
Immediate Family are a beneficiary and a trustee with direct or indirect
investment discretion, and (e) of a closely held corporation in which you or a
member of your Immediate Family hold shares and have direct or indirect
investment discretion.

B.   RULES APPLICABLE TO ALL EMPLOYEES

      REMINDER: When this Policy refers to "you" or your transactions, it
includes your Immediate Family and accounts in which you or they have a direct
or indirect beneficial interest. See "Applicability of the Policy," above. The
procedure for obtaining pre-clearance is explained in Procedures for Policy on
Personal Securities Transactions ("Procedures").

      1. PRE-CLEARANCE: EXCHANGED-LISTED, CLOSED-END FUNDS. You must pre-clear
all purchases and sales of shares of exchange-listed, closed-end Funds.

      2. REPORTING REQUIREMENTS. You must ensure that the broker-dealer you use
sends to the Chief Compliance Officer (CCO) copies of confirmations of all
purchases and sales of exchange-listed, closed-end Funds that you were required
to pre-clear. If you are an Access Person required to file reports of personal
Securities transactions, these purchases and sales must be included.

                                       5
<PAGE>

      3. PROHIBITED TRANSACTIONS: You are prohibited from purchasing or selling
any security, either personally or for any Client, while you are in the
possession of material, non-public information concerning the Security or its
issuer.

C.   RULES APPLICABLE TO ACCESS PERSONS

      If you are an Access Person, you are subject to the following rules, in
addition to the "Rules Applicable to All Employees".

      REMINDER: When this Policy refers to "you" or your transactions, it
includes your Immediate Family and accounts in which you or they have a direct
or indirect beneficial interest, and over which you or they exercise direct or
indirect influence or control. See "Applicability of the Policy".

      PRE-CLEARANCE: ALL SECURITIES. You must pre-clear all purchases and sales
of Securities, except that you do NOT have to pre-clear: ---

         1.    a purchase of investment grade, non-convertible debt Securities,
               if the value of such purchase, together with the value all of
               your purchases of investment grade, non-convertible debt
               Securities of the same issuer in the previous six (6) days, would
               not exceed $25,000;

         2.    a sale of investment grade, non-convertible debt Securities, if
               the value of such sale, together with the value all of your sales
               of investment grade, non-convertible debt Securities of the same
               issuer in the previous six (6) days, would not exceed $25,000;

         3.    a BONA FIDE gift of Securities that you make or receive;

         4.    an automatic, non-voluntary transaction, such as a stock
               dividend, stock split, spin-off, and automatic dividend
               reinvestment; or

         5.    a transaction pursuant to a tender offer that is applicable PRO
               RATA to all stockholders.

      The exemptions from pre-clearance above do not apply to trading in any
Security that is placed on a restricted list (for example, because the Company
is in the possession of material inside information about the issuer). Further,
the Chief Compliance Officer (CCO) may suspend your use of the exemptions from
pre-clearance if he or she concludes that you have engaged in excessive personal
trading or that pre-clearance by you is otherwise warranted.

      You will not receive pre-clearance of a transaction for any Security on a
day during which there is a pending buy or sell order for that same Security for
a Client, or when other circumstances warrant prohibiting a transaction in a
particular Security. Remember that the term "Security" is broadly defined. For

                                       6
<PAGE>

example, an option on a Security is itself a Security, and the purchase, sale
and exercise of the option is subject to pre-clearance. A pre-clearance approval
normally is valid only during the day on which it is given.

      PROHIBITED AND RESTRICTED TRANSACTIONS. The following transactions are
either prohibited without prior approval, or are discouraged, as indicated.

      a. INITIAL PUBLIC OFFERINGS. You may not purchase or otherwise acquire any
Security in an Initial Public Offering. You may apply to the Chief Compliance
Officer (CCO) for prior written approval to purchase or acquire a Security in an
Initial Public Offering, but approval will be granted only in rare cases that
involve extraordinary circumstances. Accordingly, the Company discourages such
applications. You might be given approval to purchase a Security in an Initial
Public Offering, for example, pursuant to the exercise of rights you have as an
existing bank depositor or insurance policyholder to acquire the Security in
connection with the bank's conversion from mutual or cooperative form to stock
form, or the insurance company's conversion from mutual to stock form. The
Company must maintain a record of any approval to acquire a Security in an
Initial Public Offering, with the reasons supporting the approval, for at least
five years after the end of the fiscal year in which the approval is granted.

      b. LIMITED OFFERINGS. You may not purchase or otherwise acquire any
Security in a Limited Offering, except with the prior approval from the Chief
Compliance Officer. A Limited Offering, as defined, includes virtually any
Security that is not a publicly traded/listed Security. Such approval will only
be granted where you establish that there is no conflict or appearance of
conflict with any Client or other possible impropriety (such as where the
Security in the Limited Offering is appropriate for purchase by a Client, or
when your participation in the Limited Offering is suggested by a person who has
a business relationship with any Company or expects to establish such a
relationship). Examples where approval might be granted, subject to the
particular facts and circumstances, are a personal investment in a private fund
or limited partnership in which you would have no involvement in making
recommendations or decisions, or your investment in a closely held corporation
or partnership started by a family member or friend. The Company must maintain a
record of any approval to acquire a Security in a Limited Offering, with the
reasons supporting the approval, for at least five years after the end of the
fiscal year in which the approval is granted.

      c. SHORT SALES. You may not sell short any Security, except that you may
(i) sell short a Security if you own at least the same amount of the Security
you sell short (selling short "against the box") and (ii) sell short U.S.
Treasury futures and stock index futures based on the S&P 500 or other broad
based stock indexes.

      d. NAKED OPTIONS. You may not engage in option transactions with respect
to any Security, except that you may purchase a put option or sell a call option
on Securities that you own.

                                       7
<PAGE>

      e. SHORT-TERM TRADING. You are strongly discouraged from engaging in
excessive short-term trading of Securities. The purchase and sale, or sale and
purchase, of the same or equivalent Securities within sixty (60) days are
generally regarded as short-term trading.

      INVESTMENT CLUBS. You may not be a member of an investment club that
trades in and owns Securities in which members have an interest. Such an
investment club is regarded by this Policy as your personal account, and it is
usually impracticable for you to comply with the rules of this Policy, such as
pre-clearance of transactions, with respect to that investment club. If you are
a member of an investment club on September 1, 2004 you may either (i) resign
from the club by January 31, 2005, and until then you may not influence or
control the investment decisions of the club, or (ii) you may continue as a
member, but only if the club is regarded as your personal account and you (and
the club) meet all of the requirements of this Policy with respect to EVERY
Securities transaction by the club, including pre-clearance, prohibited and
restricted transaction, and reporting requirements.

      REPORTING REQUIREMENTS. You are required to provide the following reports
of your Security holdings and transactions to the Chief Compliance Officer.
REMEMBER THAT YOUR REPORTS ALSO RELATE TO MEMBERS OF YOUR IMMEDIATE FAMILY AND
THE ACCOUNTS REFERRED TO "APPLICABILITY OF THE POLICY". Securities include not
only publicly traded stocks and bonds, including shares of closed-end funds
(including interval funds), but also stock in closely held corporations,
partnership interests, and derivatives. Securities do NOT include shares issued
by open-end investment companies registered under the Investment Company Act of
1940, direct obligations of the government of the United States, bankers
acceptances, bank certificates of deposit, commercial paper, or high quality
short-term debt instruments, including repurchase agreements.

      QUARTERLY TRANSACTION REPORT. Within ten (10) days after the end of each
calendar quarter, you must submit to the Chief Compliance Officer a report of
your transactions in Securities during that quarter, including the date of the
transaction, the title, the interest rate and maturity date (if applicable), and
the number of shares and principal amount of each Security in the transaction,
the nature of the transaction (whether a purchase, sale, or other type of
acquisition or disposition, including a gift), the price of the Security at
which the transaction was effected, and the name of the broker, dealer or bank
with or through the transaction was effected. If you established an account with
a broker, dealer or bank in which any Security was held during that quarter, you
must also state the name of the broker, dealer or bank and the date you
established the account.

      You do not have to submit a quarterly transaction report if copies of all
of your transaction confirmations and account statements are provided to the
Chief Compliance Officer for that quarter.

      INITIAL REPORT OF HOLDINGS. Within ten (10) days after you become an
Access Person, you must submit to the Chief Compliance Officer a report of your
holdings of Securities, including the title, number of shares and principal
amount of each Security held at the time you became an Access Person. Your

                                       8
<PAGE>

report must also include the name of any broker, dealer or bank with whom you
maintain an account for trading or holding any type of securities, whether
stocks, bonds, mutual funds, or other types.

      ANNUAL REPORT OF HOLDINGS. After January 1 and before January 20 of each
year, you must submit to the Chief Compliance Officer a report of your holdings
of Securities, current within thirty (30) days before the report is submitted,
including the title, number of shares and principal amount of each Security.
Your report must include the name of any broker, dealer or bank with whom you
maintain an account for trading or holding any type of securities, whether
stocks, bonds, mutual funds, or other types.

      CONFIRMATIONS OF TRANSACTIONS AND ACCOUNT STATEMENTS. You must ensure that
each broker, dealer or bank with which you maintain an account send to the Chief
Compliance Officer, as soon as practicable, copies of all confirmations of your
Securities transactions and of all monthly, quarterly and annual account
statements.

      If you certify to the Chief Compliance Officer that he/she has received
all of your confirmations and account statements by the date your quarterly
transaction report is due, and if those confirmations and statements contain all
of the information required in your quarterly transaction report, you do not
have to submit that report.

D.   ADDITIONAL RULES APPLICABLE TO INVESTMENT PROFESSIONALS

      If you are an Investment Professional, you are subject to the following
rules, in addition to the "Rules Applicable to Access Persons" section. Before
engaging in any personal Securities transactions, please review those rules,
which include pre-clearance and reporting requirements, as well as restricted
transactions.

      The following rules relate to the requirement that transactions for
Clients whose portfolios you manage, or for whom you make recommendations, take
precedence over your personal Securities transactions, and therefore Clients
must be given the opportunity to trade before you do so for yourself. In
addition, it is imperative to avoid conflicts, or the appearance of conflicts,
with Clients' interests. While the following Securities transactions are subject
to pre-clearance procedures, you are responsible for avoiding all prohibited
transactions, and you may not rely upon the pre-clearance procedures to prevent
you from violating these rules.

      REMINDER: When this Policy refers to "you" or your transactions, it
includes your Immediate Family and accounts in which you or they have a direct
or indirect beneficial interest, and over which you or they exercise direct or
indirect influence or control.

      1. PROHIBITED TRANSACTIONS: ALL INVESTMENT PROFESSIONALS. You may not
cause or recommend a Client to take action for your personal benefit. Thus, for
example, you may not trade in or recommend a security for a Client in order to
support or enhance the price of a Security in your personal account, or "front
run" a Client.

                                       9
<PAGE>

      2. PROHIBITED TRANSACTIONS: PORTFOLIO MANAGERS.

      a. PERSONAL TRADES IN SAME DIRECTION AS CLIENT. If you are a portfolio
manager, you may not purchase any Security for your personal account until one
day after you have purchased that Security for Client portfolios that you
manage. You may not sell any Security for your personal account until one day
after you have sold that Security for Client portfolios that you manage.

      b. PERSONAL TRADES IN OPPOSITE DIRECTION AS CLIENT: SEVEN-DAY BLACKOUT. If
you are a portfolio manager, you may not sell any Security for your personal
account until the eighth (8th) day after you have purchased that Security for
Client portfolios that you manage. You may not purchase any Security for your
personal account until the eighth (8th) day after you have sold that Security
for Client portfolios that you manage.

      c. TRADING BEFORE A CLIENT. If you are a portfolio manager, before you
place an order to purchase a Security for a Client, you must disclose to the
Chief Compliance Officer if you have purchased that Security for your personal
account within the preceding seven (7) days. Depending upon the circumstances,
there may be no impact on your prior purchase, or you may be required to sell
that Security before it is purchased for the Client, or you may have to pay to
the Client's account the difference between your and the Client's purchase price
for the Security, if your price was lower. Before you place an order to sell a
Security for a Client, you must disclose to the Chief Compliance Officer if you
have sold that Security for your personal account within the preceding seven (7)
days. Depending upon the circumstances, you may or may not be required to pay to
the Client's account the difference between your and the Client's sales price
for the Security, if your price was higher.

  Because your responsibility is to put your Client's interests ahead of your
own, you may not delay taking appropriate action for a Client in order to avoid
            potential adverse consequences in your personal account.

                                       10
<PAGE>

                       RULES OF CONDUCT FOR ALL EMPLOYEES

These Rules apply to every employee of a Company.

      1. LAWS AND REGULATIONS. You are expected to comply with all applicable
laws and regulations, including the Code of Ethics and policies of each Company
that employs you. These include, without limitation, tax and securities laws.

      2. CONFLICTS OF INTEREST. You are expected to avoid conduct that is
contrary to the interests of the Company and any Client, or that gives the
appearance of such a conflict of interest.

      3. GIFTS, ETC. You must not seek or accept any gift, favor, preferential
treatment, or special arrangement of Material Value from any provider or
prospective provider of goods or services to a Company or a Client. You must
report any such receipt or offer of an item prohibited by this rule to the Chief
Compliance Officer. "Material Value" does not include occasional meals or social
gatherings for business purposes; occasional tickets for theater, musical,
sporting or other entertainment events conducted for business purposes; or
occasional small gifts or mementos with a value of under $100. "Material Value"
includes such items as tickets for theater, musical, sporting or other
entertainment events on a recurring basis; costs of transportation and/or
lodging to locations outside of Boston, unless approved in advance by a member
of the RIMCO Executive Committee as having a legitimate business purpose;
personal loans on terms more favorable than generally available for comparable
credit standing and collateral; or preferential brokerage or underwriting
commissions or spreads or allocations of shares or interests in an investment.
If you are offered anything, to be on the safe side, check with the Chief
Compliance Officer.

      If you are an employee of RSI, you are also subject to the rules of the
National Association of Securities Dealers, Inc. Please check with the Chief
Compliance Officer of RSI if you have any questions about those rules.

      4. POLITICAL CONTRIBUTIONS. You may not use Company funds to make a
contribution to any political party or candidate, whether directly or by
reimbursement to the individual making the contribution.

      5. IMPROPER PAYMENTS. You may not pay, offer, or commit to pay any amount
that might be or appear to be a bribe or kickback in connection with the
Company's business.

      6. CONFIDENTIAL INFORMATION. You may not disclose to anyone, whether
inside or outside the Company, any Company trade secrets or proprietary or
confidential information unless you have been authorized to do so. You must keep

                                       11
<PAGE>

confidential, and not discuss with anyone other than Access Persons with a valid
business purpose, information regarding Client investment portfolios, actual or
proposed securities trading activities of any Client, or investment research
developed in the Company. You should take appropriate steps, when communicating
the foregoing information internally, to maintain confidentiality, for example,
by using sealed envelopes, limiting computer access, and speaking in private.

      7. OUTSIDE DIRECTORSHIPS, ETC. You may not serve as a director, officer,
employee, trustee, or general partner of any corporation or other entity,
whether or not you are paid, without the prior written approval of the President
of RIMCO, except that you may serve any charitable or non-profit organization
without such approval.

                                       12
<PAGE>

                               GENERAL PROVISIONS

      1. MAINTENANCE OF LIST OF ACCESS PERSONS AND INVESTMENT PROFESSIONALS:
NOTIFICATION. The Chief Compliance Officer shall maintain a list of all Access
Persons and Investment Professionals, shall notify each of his or her status,
and shall ensure that each has received a copy of the Code of Ethics.

      2. REVIEW OF SECURITIES REPORTS. The Chief Compliance Officer shall ensure
that all Initial and Annual Reports of Securities Holdings and Quarterly
Transaction Reports, together with all Securities Transaction Confirmations and
Account Statements received by the Chief Compliance Officer, will be reviewed in
accordance with the attached Procedures.

      3. ANNUAL CERTIFICATION BY EMPLOYEES. Each employee of a Company must
certify annually that he or she has read and understood the Code of Ethics and
has complied and will comply with its provisions.

      4. RECORDKEEPING REQUIREMENTS. Each Company shall maintain the following
records at its principal place of business and make these records available to
the Securities and Exchange Commission ("Commission") or any representative of
the Commission at any time and from time to time for reasonable periodic,
special or other examination:

         (1)   copies of the Code of Ethics currently in effect and in effect at
               any time within the past five years, to be maintained in an
               easily accessible place;

         (2)   a record of any violation of the Code of Ethics and of any action
               taken as a result of the violation, to be maintained in an easily
               accessible place for at least five years after the end of the
               fiscal year in which the violation occurred;

         (3)   copies of each report, including transaction confirmations and
               other information to be maintained for at least five years after
               the end of the fiscal year in which the report is made or
               information provided, the first two years in an easily accessible
               place;

         (4)   a record of all persons, currently or within the past five years,
               who are or were required to make reports and who are or were
               responsible for reviewing such reports, to be maintained in an
               easily accessible place.

      5. CONFIDENTIALITY. All reports and other documents and information
supplied by any employee of a Company or Access Person in accordance with the
requirements of this Code of Ethics shall be treated as confidential, but are
subject to review as provided herein and in the Procedures, by senior management
of RIMCO, by representatives of the Commission, or otherwise as required by law,
regulation, or court order.

      6. INTERPRETATIONS. If you have any questions regarding the meaning or
interpretation of the provisions of this Code of Ethics, please consult with the
Chief Compliance Officer.

                                       13
<PAGE>

      7. VIOLATIONS AND SANCTIONS. Any employee of a Company who violates any
provision of this Code of Ethics shall be subject to sanction, including but not
limited to censure, a ban on personal Securities trading, disgorgement of any
profit or taking of any loss, fines, and suspension or termination of
employment. Each sanction shall be recommended by the Chief Compliance Officer
and approved by the Executive Committee of RIMCO.

     In adopting and approving this Code of Ethics,  the Company does not intend
that a violation of this Code of Ethics  necessarily  is or should be considered
to be a violation of Rule 17j-1 under the Investment Company Act of 1940.

                                       END

                                       14

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(S)
<SEQUENCE>16
<FILENAME>b51783a1exv99wxsy.txt
<DESCRIPTION>POWER OF ATTORNEY DATED 9/24/2004
<TEXT>
<PAGE>
                                                                    Exhibit (s)

                                POWER OF ATTORNEY

      We, the undersigned officers and Trustees of Eaton Vance Enhanced Equity
Income 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 Enhanced Equity Income 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     September 24, 2004
---------------------------       Executive Officer
Duncan W. Richardson

/s/ James L. O'Connor          Treasurer and Principal     September 24, 2004
---------------------------    Financial and Accounting
James L. O'Connor                      Officer

/s/ James B. Hawkes                    Trustee             September 24, 2004
---------------------------
James B. Hawkes

/s/ Samuel L. Hayes, III               Trustee             September 24, 2004
---------------------------
Samuel L. Hayes, III

/s/ William H. Park                    Trustee             September 24, 2004
---------------------------
William H. Park

/s/ Ronald A. Pearlman                 Trustee             September 24, 2004
---------------------------
Ronald A. Pearlman

/s/ Norton H. Reamer                   Trustee             September 24, 2004
---------------------------
Norton H. Reamer

/s/ Lynn A. Stout                      Trustee             September 24, 2004
---------------------------
Lynn A. Stout
</TABLE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>COVER
<SEQUENCE>17
<FILENAME>filename17.txt
<TEXT>
<PAGE>
Kirkpatrick & Lockhart LLP
75 State Street
Boston, MA   02109
Tel.:  (617) 261-3187
Fax.:  (617) 261-3175

September 24, 2004

VIA EDGAR

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

       Re:   Eaton Vance Enhanced Equity Income Fund
             Registration Statement on Form N-2 (333-118180; 811-21614)

Ladies and Gentlemen:

Transmitted electronically with this letter for filing pursuant to the
Securities Act of 1933, as amended, and the Investment Company Act of 1940, as
amended, on behalf of Eaton Vance Enhanced Equity Income 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) 261-3187.

                                   Sincerely,

                                     /s/ Marc O. Stahl
                                     -------------------
                                        Marc O. Stahl

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
