PROPOSAL 1. ELECTION OF TRUSTEES
Each Fund’s Agreement and Declaration of Trust provides that a
majority of the Trustees shall fix the number of the entire Board and that such number shall be at least two and no greater than fifteen.
Each Board has fixed the number of Trustees at eleven. Under the terms of each Fund’s Agreement and Declaration of Trust, the Board
of Trustees is divided into three classes, each class having a term of three years to expire on the date of the third annual meeting following
its election. Thus, this could delay for up to two years the replacement of a majority of the Board.
The Board of Trustees recommends that shareholders vote FOR the election
of the Trustee nominees of each Fund.
Each nominee is currently serving as a Trustee of his or her respective
Fund and has consented to continue to so serve. In the event that a nominee is unable to serve for any reason (which is not now expected)
when the election occurs, the accompanying proxy will be voted for such other person or persons as the Board of Trustees may recommend.
Election of Trustees is non-cumulative. Shareholders do not have appraisal rights in connection with the proposal in this proxy statement.
Each nominee shall be elected by the affirmative vote of a plurality
of the shares of the Fund entitled to vote. Proxies cannot be voted for a greater number of persons than the number of nominees named.
No nominee is a party adverse to his or her respective Fund or any of its affiliates in any material pending legal proceeding, nor does
any nominee have an interest materially adverse to such Fund.
The following table presents certain information regarding the current
Trustees of each Fund, including the principal occupations of each such person for at least the last five years. References below to “EOS”
are to Enhanced Equity Fund, to “ETJ” are to Risk-Managed Fund, to “ETB” are to Buy-Write Income Fund, to “ETV”
are to Buy-Write Opportunities Fund to “EXD” are to Buy-Write Strategy Fund, and to “ETW” are to Global Buy-Write
Opportunities Fund. Information in the table below about a Trustee’s position with a Fund, the period as a Trustee and the current
term of each Trustee are for each Fund unless otherwise noted.
Each current Trustee listed above served as a Trustee of 138 funds within
the Eaton Vance fund complex as of February 1, 2022 (including both funds and portfolios in a hub and spoke structure), except for Messrs.
Faust and Wennerholm and Ms. Frost. Messrs. Faust and Wennerholm and Ms. Frost served as a Trustee of 137 funds within the Eaton Vance
fund complex as of the same date listed above (including both funds and portfolios in a hub and spoke structure). The address of each
Trustee is Two International Place, Boston, Massachusetts 02110.
Each Trustee holds office until the annual meeting for the year in which
his or her term expires and until his or her successor is elected and qualified, subject to a prior death, resignation, retirement, disqualification
or removal. Under the terms of each Fund’s current Trustee retirement policy, an Independent Trustee must retire and resign as a
Trustee on the earlier of: (i) the first day of July following his or her 74th birthday; or (ii), with limited exception, December
31st of the 20th year in which he or she has served as a Trustee. However, if such retirement and resignation would
cause a Fund to be out of compliance with Section 16 of the Investment Company Act of 1940, as amended (the “1940 Act”) or
any other regulations or guidance of the Securities and Exchange Commission (“SEC”), then such retirement and resignation
will not become effective until such time as action has been taken for a Fund to be in compliance with Section 16 of the 1940 Act and
any other regulations or guidance of the SEC. In accordance with the Eaton Vance funds Trustee retirement policy, Mr. Park and Ms. Peters
are expected to retire as Trustees effective July 1, 2022.
Mr. Faust is an “interested person” (as defined in the 1940
Act) by reason of his affiliation with EVM, each Fund’s investment adviser, and his positions with MSIM, BMR, EVD and EV, which
are affiliates of the Fund, and his former position with EVC, which was an affiliate of the Fund prior to March 1, 2021.
Share Ownership by Trustee
As of February 1, 2022, no Trustee beneficially owned a Fund's equity
securities. The following table shows, as of February 1, 2022, the dollar range of equity securities beneficially owned by each Trustee
in all registered investment companies advised or administered by Eaton Vance (the “Eaton Vance family of funds”) overseen
by the Trustee.
| |
Name of Trustee |
Aggregate Dollar Range of Equity
Securities Beneficially Owned in Funds
Overseen by Trustee in the
Eaton Vance Family of Funds |
| Interested Trustee |
|
| |
Thomas E. Faust Jr. |
Over $100,000 |
| Noninterested Trustees |
|
| |
Mark R. Fetting |
Over $100,000 |
| |
Cynthia E. Frost |
Over $100,000 |
| |
George J. Gorman |
Over $100,000 |
| |
Valerie A. Mosley |
Over $100,000 |
| |
William H. Park |
Over $100,000 |
| |
Helen Frame Peters |
Over $100,000 |
| |
Keith Quinton |
Over $100,000 |
| |
Marcus L. Smith |
Over $100,000 |
| |
Susan J. Sutherland |
Over $100,000(1) |
| |
Scott E. Wennerholm |
Over $100,000(1) |
| (1) Includes shares which may be deemed to be beneficially owned through the Trustee Deferred Compensation Plan. |
Board Meetings and Committees
The Board has general oversight responsibility with respect to the business
and affairs of each Fund. The Board has engaged an investment adviser and (if applicable) a sub-adviser (collectively, the “adviser”)
to manage each Fund. The Funds’ investment adviser also serves as administrator of each Fund. The Board is responsible for overseeing
such adviser and administrator and other service providers to the Fund. The Board is currently composed of eleven Trustees, including
ten Trustees who are not “interested persons” of a Fund, as that term is defined in the 1940 Act (each a “noninterested
Trustee”). In addition to six regularly scheduled meetings per year, the Board holds special meetings or informal conference calls
to discuss specific matters that may require action prior to the next regular meeting. As discussed below, the Board has established six
committees to assist the Board in performing its oversight responsibilities.
The Board has appointed a noninterested Trustee to serve in the role
of Chairperson. The Chairperson’s primary role is to participate in the preparation of the agenda for meetings of the Board and
the identification of information to be presented to the Board with respect to matters to be acted upon by the Board. The Chairperson
also presides at all meetings of the Board and acts as a liaison with service providers, officers, attorneys, and other Board members
generally between
| | 6 | Proxy Statement dated February 24, 2022 |
meetings. The Chairperson may perform such other functions as may be
requested by the Board from time to time. In addition, the Board may appoint a noninterested Trustee to serve in the role of Vice-Chairperson.
The Vice-Chairperson has the power and authority to perform any or all of the duties and responsibilities of the Chairperson in the absence
of the Chairperson and/or as requested by the Chairperson. Except for any duties specified herein or pursuant to each Fund’s Declaration
of Trust or By-Laws, the designation of Chairperson or Vice-Chairperson does not impose on such noninterested Trustee any duties, obligations
or liability that is greater than the duties, obligations or liability imposed on such person as a member of the Board, generally.
Each Fund is subject to a number of risks, including, among others,
investment, compliance, operational, and valuation risks. Risk oversight is part of the Board’s general oversight of each Fund and
is addressed as part of various activities of the Board and its Committees. As part of its oversight of each Fund, the Board directly,
or through a Committee, relies on and reviews reports from, among others, Fund management, the adviser/administrator, the principal underwriter,
the Chief Compliance Officer (the “CCO”), and other Fund service providers responsible for day-to-day oversight of Fund investments,
operations and compliance to assist the Board in identifying and understanding the nature and extent of risks and determining whether,
and to what extent, such risks can or should be mitigated. The Board also interacts with the CCO and with senior personnel of the adviser/administrator,
the principal underwriter and other Fund service providers and provides input on risk management issues during meetings of the Board and
its Committees. Each of the adviser/administrator, the principal underwriter and the other Fund service providers has its own independent
interest and responsibilities in risk management, and its policies and methods for carrying out risk management functions will depend,
in part, on its individual priorities, resources and controls. It is not possible to identify all of the risks that may affect a Fund
or to develop processes and controls to eliminate or mitigate their occurrence or effects. Moreover, it is necessary to bear certain risks
(such as investment-related risks) to achieve a Fund’s goals.
The Board, with the assistance of management and with input from the
Board’s various committees, reviews investment policies and risks in connection with its review of Fund performance. The Board has
appointed a Fund CCO who oversees the implementation and testing of each Fund’s compliance program and reports to the Board regarding
compliance matters for the Funds and their principal service providers. In addition, as part of the Board’s periodic review of the
advisory, subadvisory (if applicable), distribution and other service provider agreements, the Board may consider risk management aspects
of their operations and the functions for which they are responsible. With respect to valuation, the Board approves and periodically reviews
valuation policies and procedures applicable to valuing each Fund’s shares. The administrator and the adviser are responsible for
the implementation and day-to-day administration of these valuation policies and procedures and provide reports to the Audit Committee
of the Board and the Board regarding these and related matters. In addition, the Audit Committee of the Board or the Board receives reports
periodically from the independent public accounting firm for each Fund regarding tests performed by such firm on the valuation of all
securities, as well as with respect to other risks associated with registered investment companies. Reports received from service providers,
legal counsel and the independent public accounting firm assist the Board in performing its oversight function.
Each Fund’s By-Laws set forth specific qualifications to serve
as a Trustee. The Charter of the Governance Committee also sets forth certain factors that the Committee may take into account in considering
noninterested Trustee candidates. In general, no one factor is decisive in the selection of an individual to join the Board. Among the
factors the Board considers when concluding that an individual should serve on the Board are the following: (i) knowledge in matters relating
to the mutual fund industry; (ii) experience as a director or senior officer of public companies; (iii) educational background; (iv) reputation
for high ethical standards and professional integrity; (v) specific financial, technical or other expertise, and the extent to which such
expertise would complement the Board members’ existing mix of skills, core competencies and qualifications; (vi) perceived ability
to contribute to the ongoing functions of the Board, including the ability and commitment to attend meetings regularly and work collaboratively
with other members of the Board; (vii) the ability to qualify as a noninterested Trustee for purposes of the 1940 Act and any other actual
or potential conflicts of interest involving the individual and each Fund; and (viii) such other factors as the Board determines to be
relevant in light of the existing composition of the Board.
Among the attributes or skills common to all Board members are their
ability to review critically, evaluate, question and discuss information provided to them, to interact effectively with the other members
of the Board, management, sub-advisers, other service providers, counsel and independent registered public accounting firms, and to exercise
effective and independent business judgment in the performance of their duties as members of the Board. Each Board member’s ability
to perform his or her duties effectively has been attained through the Board member’s business, consulting, public service and/or
academic positions and through experience from service as a member of the Boards of the Eaton Vance family of funds (“Eaton Vance
Fund Boards”) (and/or in other capacities, including for any predecessor funds), public companies, or non-profit entities or other
organizations as set forth below. Each Board member’s ability to perform his or her duties effectively also has been enhanced by
his or her educational background, professional training, and/or other life experiences.
| | 7 | Proxy Statement dated February 24, 2022 |
In respect of each current member of the Board, the individual’s
substantial professional accomplishments and experience, including in fields related to the operations of registered investment companies,
were a significant factor in the determination that the individual should serve as a member of the Board. The following is a summary of
each Board member’s particular professional experience and additional considerations that contributed to the Board’s conclusion
that he or she should serve as a member of the Board:
Thomas E.
Faust Jr. Mr. Faust has served as a member of the Eaton Vance Fund Boards since 2007. Effective March 1, 2021, he is Chairman
of MSIM. He is also a member of the Board of Managers and President of EV, Chief Executive Officer and President of Eaton Vance and BMR,
and Director of EVD. Mr. Faust previously served as Chairman and Chief Executive Officer of EVC from 2007 through March 1, 2021 and as
President of EVC from 2006 through March 1, 2021. Mr. Faust served as a Director of Hexavest Inc. from 2012-2021. From 2016 through 2019,
Mr. Faust served as a Director of SigFig Wealth Management LLC. Mr. Faust previously served as an equity analyst, portfolio manager, Director
of Equity Research and Management and Chief Investment Officer of Eaton Vance from 1985-2007. He holds B.S. degrees in Mechanical Engineering
and Economics from the Massachusetts Institute of Technology and an MBA from Harvard Business School. Mr. Faust has been a Chartered Financial
Analyst since 1988. He is a trustee and member of the executive committee of the Boston Symphony Orchestra, Inc. and trustee emeritus
of Wellesley College.
Mark R. Fetting.
Mr. Fetting has served as a member of the Eaton Vance Fund Boards since 2016 and is the Chairperson of the Contract Review Committee.
He has over 30 years of experience in the investment management industry as an executive and in various leadership roles. From 2000 through
2012, Mr. Fetting served in several capacities at Legg Mason, Inc., including most recently serving as President, Chief Executive Officer,
Director and Chairman from 2008 to his retirement in 2012. He also served as a Director/Trustee and Chairman of the Legg Mason family
of funds from 2008-2012 and Director/Trustee of the Royce family of funds from 2001-2012. From 2001 through 2008, Mr. Fetting also served
as President of the Legg Mason family of funds. From 1991 through 2000, Mr. Fetting served as Division President and Senior Officer of
Prudential Financial Group, Inc. and related companies. Early in his professional career, Mr. Fetting was a Vice President at T. Rowe
Price and served in leadership roles within the firm’s mutual fund division from 1981-1987.
Cynthia E.
Frost. Ms. Frost has served as a member of the Eaton Vance Fund Boards since 2014 and is the Chairperson of the Portfolio Management
Committee. From 2000 through 2012, Ms. Frost was the Chief Investment Officer of Brown University, where she oversaw the evaluation, selection
and monitoring of the third party investment managers who managed the university’s endowment. From 1995 through 2000, Ms. Frost
was a Portfolio Strategist for Duke Management Company, which oversaw Duke University’s endowment. Ms. Frost also served in various
investment and consulting roles at Cambridge Associates from 1989-1995, Bain and Company from 1987-1989 and BA Investment Management Company
from 1983-1985. She serves as a member of the investment committee of the MCNC Endowment.
George J.
Gorman. Mr. Gorman has served as a member of the Eaton Vance Fund Boards since 2014 and is the Independent Chairperson of the
Board. From 1974 through 2009, Mr. Gorman served in various capacities at Ernst & Young LLP, including as a Senior Partner in the
Asset Management Group (from 1988) specializing in managing engagement teams responsible for auditing mutual funds registered with the
SEC, hedge funds and private equity funds. Mr. Gorman also has experience serving as an independent trustee of other mutual fund complexes,
including the Bank of America Money Market Funds Series Trust from 2011-2014 and the Ashmore Funds from 2010-2014.
Valerie A.
Mosley. Ms. Mosley has served as a member of the Eaton Vance Fund Boards since 2014 and is the Chairperson of the Governance
Committee. She currently owns and manages a consulting and investment firm, Valmo Ventures, and in 2020 founded Upward Wealth, Inc.,
doing business as BrightUP, a fintech platform focused on helping everyday workers grow their net worth and reinforce their self-worth.
From 1992 through 2012, Ms. Mosley served in several capacities at Wellington Management Company, LLP, an investment management firm,
including as a Partner, Senior Vice President, Portfolio Manager and Investment Strategist. Ms. Mosley also served as Chief Investment
Officer at PG Corbin Asset Management from 1990-1992 and worked in institutional corporate bond sales at Kidder Peabody from 1986-1990.
She was also a Director of Progress Investment Management Company, a manager of emerging managers until 2020. She is a Director
of Groupon, Inc., an ecommerce provider, and a Director of Envestnet, Inc., a provider of intelligent systems for wealth management and
financial wellness. She is also a Director of DraftKings, Inc., a digital sports entertainment and gaming company and a board member of
Caribou Financial, Inc., an auto loan refinancing company. Ms. Mosley previously served as a Director of Dynex Capital, Inc., a mortgage
REIT from 2013-2020. She serves as a trustee or board member of several major non-profit organizations and endowments. In addition,
she is a member of the Risk Audit Committee of the United Auto Workers Retiree Medical Benefits Trust.
| | 8 | Proxy Statement dated February 24, 2022 |
William H.
Park. Mr. Park has served as a member of the Eaton Vance Fund Boards since 2003 and was formerly Independent Chairperson of
the Board from 2016-2021. Mr. Park was formerly a consultant from 2012-2014 and formerly the Chief Financial Officer of Aveon Group, L.P.
from 2010-2011. Mr. Park also served as Vice Chairman of Commercial Industrial Finance Corp. from 2006-2010, as President and Chief Executive
Officer of Prizm Capital Management, LLC from 2002-2005, as Executive Vice President and Chief Financial Officer of United Asset Management
Corporation from 1982-2001 and as Senior Manager of Price Waterhouse (now PricewaterhouseCoopers) from 1972-1981.
Helen Frame
Peters. Dr. Peters has served as a member of the Eaton Vance Fund Boards since 2008. Dr. Peters is currently a Professor of
Finance at Carroll School of Management, Boston College and was formerly Dean of Carroll School of Management from 2000-2002. Dr. Peters
was previously a Director of BJ’s Wholesale Club, Inc. from 2004-2011. In addition, Dr. Peters was the Chief Investment Officer,
Fixed Income at Scudder Kemper Investments from 1998-1999 and Chief Investment Officer, Equity and Fixed Income at Colonial Management
Associates from 1991-1998. Dr. Peters also served as a Trustee of SPDR Index Shares Funds and SPDR Series Trust from 2000-2009 and as
a Director of the Federal Home Loan Bank of Boston from 2007-2009.
Keith Quinton.
Mr. Quinton has served as a member of the Eaton Vance Fund Boards since October 1, 2018. He had over thirty years of experience in the
investment industry before retiring from Fidelity Investments in 2014. Prior to joining Fidelity, Mr. Quinton was a vice president and
quantitative analyst at MFS Investment Management from 2000-2001. From 1997 through 2000, he was a senior quantitative analyst at Santander
Global Advisors and, from 1995 through 1997, Mr. Quinton was senior vice president in the quantitative equity research department at Putnam
Investments. Prior to joining Putnam Investments, Mr. Quinton served in various investment roles at Eberstadt Fleming, Falconwood Securities
Corporation and Drexel Burnham Lambert, where he began his career in the investment industry as a senior quantitative analyst in 1983.
Mr. Quinton served as an Independent Investment Committee Member of the New Hampshire Retirement System, a five member committee that
manages investments based on the investment policy and asset allocation approved by the board of trustees (2017-2021), and as a Director,
(2016-2021) and Chairman, (2019-2021) of the New Hampshire Municipal Bond Bank.
Marcus L. Smith. Mr. Smith has served as a member of
the Eaton Vance Fund Boards since October 1, 2018 and is the Chairperson of the Ad Hoc Committee for Closed-End Fund Matters. Mr.
Smith has been a Director of First Industrial Realty Trust, Inc., a fully integrated owner, operator and developer of industrial real
estate, since 2021, where he serves on the Investment and Nominating/Corporate Governance Committees. Since 2017, Mr. Smith has been a
Director of MSCI Inc., a leading provider of investment decision support tools worldwide, where he serves on the Compensation and Talent
Management Committee and Strategy & Finance Committee. From 2017 through 2018, he served as a Director of DCT Industrial Trust Inc.,
a leading logistics real estate company, where he served as a member of the Nominating and Corporate Governance and Audit Committees.
From 1994 through 2017, Mr. Smith served in several capacities at MFS Investment Management, an investment management firm, where he managed
the MFS Institutional International Fund for 17 years and the MFS Concentrated International Fund for 10 years. In addition to his
portfolio management duties, Mr. Smith served as Director of Equity, Canada from 2012-2017, Director of Equity, Asia from 2010-2012, and
Director of Asian Equity Research from 2005-2010. Prior to joining MFS, Mr. Smith was a senior consultant at Andersen Consulting
(now known as Accenture) from 1988-1992. Mr. Smith served as a United States Army Reserve Officer from 1987-1992. He was also a
trustee of the University of Mount Union from 2008-2020 and served on the Boston advisory board of the Posse Foundation from 2015-2021.
Mr. Smith currently sits on the Harvard Medical School Advisory Council on Education, the Board of Directors for Facing History and Ourselves
and is a Trustee of the Core Knowledge Foundation.
Susan J.
Sutherland. Ms. Sutherland has served as a member of the Eaton Vance Fund Boards since 2015 and is the Chairperson of the Compliance
Reports and Regulatory Matters Committee. She is also a Director of Ascot Group Limited and certain of its subsidiaries. Ascot Group Limited,
through its related businesses including Syndicate 1414 at Lloyd’s of London, is a leading global underwriter of specialty property
and casualty insurance and reinsurance. In addition, Ms. Sutherland is a Director of Kairos Acquisition Corp., which is concentrating
on acquisition and business combination efforts within the insurance and insurance technology (also known as “InsurTech”)
sectors. Ms. Sutherland was a Director of Montpelier Re Holdings Ltd., a global provider of customized reinsurance and insurance products,
from 2013 until its sale in 2015 and of Hagerty Holding Corp., a leading provider of specialized automobile and marine insurance from
2015-2018. From 1982 through 2013, Ms. Sutherland was an associate, counsel and then a partner in the Financial Institutions Group of
Skadden, Arps, Slate, Meagher & Flom LLP, where she primarily represented U.S. and international insurance and reinsurance companies,
investment banks and private equity firms in insurance-related corporate transactions. In addition, Ms. Sutherland is qualified as a Governance
Fellow of the National Association of Corporate Directors and has also served as a board member of prominent non-profit organizations.
| | 9 | Proxy Statement dated February 24, 2022 |
Scott E.
Wennerholm. Mr. Wennerholm has served as a member of the Eaton Vance Fund Boards since 2016 and is the Chairperson of the Audit
Committee. He has over 30 years of experience in the financial services industry in various leadership and executive roles. Mr. Wennerholm
served as Chief Operating Officer and Executive Vice President at BNY Mellon Asset Management from 2005-2011. He also served as Chief
Operating Officer and Chief Financial Officer at Natixis Global Asset Management from 1997-2004 and was a Vice President at Fidelity Investments
Institutional Services from 1994-1997. In addition, Mr. Wennerholm served as a Trustee at Wheelock College, a postsecondary institution
from 2012-2018.
During the fiscal year ended December 31, 2021, the Trustees of each
Fund met fourteen times. Each Board of Trustees has several standing Committees, including the Audit Committee, the Contract Review Committee,
the Governance Committee, the Portfolio Management Committee, the Compliance Reports and Regulatory Matters Committee and the Ad Hoc Committee
for Closed-End Fund Matters. The Audit Committee met ten times, the Contract Review Committee met seven times, the Governance Committee
met seven times, the Portfolio Management Committee met seven times, the Compliance Reports and Regulatory Matters Committee met eight
times and the Ad Hoc Committee for Closed-End Fund Matters met three times during such period. Each Trustee attended at least 75% of such
Board and Committee meetings on which he or she serves. None of the Trustees attended the Funds’ 2021 Annual Meeting of Shareholders.
Each Committee of the Board of Trustees of each Fund is comprised of
only noninterested Trustees. The respective duties and responsibilities of these Committees remain under the continuing review of the
Governance Committee and the Board.
Messrs. Wennerholm (Chairperson), Gorman, Park and Quinton and Ms. Peters
are members of the Audit Committee. The Board has designated Messrs. Gorman, Park and Wennerholm, each a noninterested Trustee, as audit
committee financial experts. Each Audit Committee member is independent under applicable listing standards of the New York Stock Exchange.
The purposes of the Audit Committee are to (i) oversee each 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 each Fund’s financial statements and the independent
audit thereof; (iii) oversee, or, as appropriate, assist Board oversight of, each 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 auditors, and, if applicable,
nominate independent auditors to be proposed for shareholder ratification in any proxy statement of each 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 applicable SEC and stock exchange rules for
inclusion in the proxy statement for the Annual Meeting of Shareholders of the Fund. Each Fund’s Board of Trustees has adopted a
written charter for its Audit Committee, a copy of which is attached as Exhibit A. The Audit Committee’s Report is set forth below
under “Additional Information.”
Messrs. Fetting (Chairperson), Gorman, Park, Quinton, Smith and Wennerholm
and Mmes. Frost, Mosley, Peters and Sutherland are members of the Contract Review Committee. The purposes of the Contract Review Committee
are to consider, evaluate and make recommendations to the Board concerning the following matters: (i) contractual arrangements with each
service provider to each Fund, including advisory, sub-advisory, transfer agency, custodial and fund accounting, distribution services
(if any) and administrative services; (ii) any and all other matters in which any of each Fund’s 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 its shareholders;
and (iii) any other matter appropriate for review by the noninterested Trustees, unless the matter is within the responsibilities of other
Committees of the Board.
Mmes. Frost (Chairperson), Mosley and Peters and Messrs. Smith and Wennerholm
are members of the Portfolio Management Committee. The purposes of the Portfolio Management Committee are to: (i) assist the Board in
its oversight of the portfolio management process employed by each Fund and their investment adviser and sub-adviser(s), if applicable,
relative to the Funds’ stated objective(s), strategies and restrictions; (ii) assist the Board in its oversight of the trading policies
and procedures and risk management techniques applicable to the Funds; and (iii) assist the Board in its monitoring of the performance
results of all funds, giving special attention to the performance of certain funds that it or the Board of Trustees identifies from time
to time.
Ms. Sutherland (Chairperson) and Messrs. Fetting, Park and Quinton are
members of the Compliance Reports and Regulatory Matters Committee. The purposes of the Compliance Reports and Regulatory Matters Committee
are to: (i) assist the Board in its oversight role with respect to compliance issues and certain other regulatory matters affecting the
Funds; (ii) serve as a liaison between the Board of Trustees and the Funds’ CCO; and (iii) serve as a “qualified legal compliance
committee” within the rules promulgated by the SEC.
| | 10 | Proxy Statement dated February 24, 2022 |
Messrs. Smith (Chairperson) and Fetting and Ms. Sutherland are members
of the Ad Hoc Committee for Closed-End Fund Matters. The purpose of the Ad Hoc Committee for Closed-End Fund Matters is to consider, evaluate
and make recommendations to the Board with respect to issues specifically related to Eaton Vance Closed-End Funds.
Mmes. Mosley (Chairperson), Frost, Peters and Sutherland and Messrs.
Fetting, Gorman, Park, Quinton, Smith and Wennerholm are members of the Governance Committee. Each Governance Committee member is independent
under applicable listing standards of the New York Stock Exchange. The purpose of the Governance Committee is to consider, evaluate and
make recommendations to the Board with respect to the structure, membership and operation of the Board and the Committees thereof, including
the nomination and selection of noninterested Trustees and a Chairperson of the Board and the compensation of such persons.
Each Fund’s Board has adopted a written charter for its Governance
Committee, a copy of which is available on the Eaton Vance website, https://funds.eatonvance.com/closed-end-fund-and-term-trust-documents.php.
The Governance Committee identifies candidates by obtaining referrals from such sources as it deems appropriate, which may include current
Trustees, management of the Fund, counsel and other advisors to the Trustees, and shareholders of the Funds who submit recommendations
in accordance with the procedures described in the Committee’s charter. In no event shall the Governance Committee consider as a
candidate to fill any vacancy an individual recommended by management of the Funds, unless the Governance Committee has invited management
to make such a recommendation. The Governance Committee will, when a vacancy exists, consider a nominee for Trustee recommended by a shareholder,
provided that such recommendation is submitted in writing to the Fund’s Secretary at the principal executive office of the Fund.
Such recommendations must be accompanied by biographical and occupational data on the candidate (including whether the candidate would
be an “interested person” of the Fund), a written consent by the candidate to be named as a nominee and to serve as Trustee
if elected, record and ownership information for the recommending shareholder with respect to the Fund, and a description of any arrangements
or understandings regarding recommendation of the candidate for consideration. The Governance Committee’s procedures for evaluating
candidates for the position of noninterested Trustee are set forth in an appendix to the Committee’s charter.
The Governance Committee does not have a formal policy to consider diversity
when identifying candidates for the position of noninterested Trustee. Rather, as a matter of practice, the Committee considers the overall
diversity of the Board’s composition when identifying candidates. Specifically, the Committee considers how a particular candidate
could be expected to contribute to overall diversity in the backgrounds, skills and experiences of the Board’s members and thereby
enhance the effectiveness of the Board. In addition, as part of its annual self-evaluation, the Board has an opportunity to consider the
diversity of its members, including specifically whether the Board’s members have the right mix of characteristics, experiences
and skills. The results of the self-evaluation are considered by the Governance Committee in its decision-making process with respect
to candidates for the position of noninterested Trustee.
Communications with the Board of Trustees
Shareholders wishing to communicate with the Board may do so by sending
a written communication to the Chairperson of the Board of Trustees, the Chairperson of any Committee of the Board of Trustees or to the
noninterested Trustees as a group, at the following address: Two International Place, Boston, Massachusetts 02110, c/o the Secretary of
the applicable Fund.
Remuneration of Trustees
Each noninterested Trustee is compensated for his or her services according
to a fee schedule adopted by each Board of Trustees, and receives a fee that consists of an annual retainer and a committee service component.
Each Fund pays each noninterested Trustee a pro rata share, as described below, of: (i) an annual retainer of $295,000(1);
(ii) an additional annual retainer of $150,000 for serving as the Chairperson of the noninterested Trustees; (iii) an additional annual
retainer of $77,500 for Committee Service; (iv) an additional annual retainer of $15,000 for serving on four or more Committees, not including
the Ad Hoc Committee; (v) an additional annual retainer of $35,000 for serving as the Governance Committee Chairperson, the Audit Committee
Chairperson, the Compliance Committee Chairperson, the Contract Review Committee Chairperson or the Portfolio Management Committee Chairperson
(to be split evenly in the event of Co-Chairpersons); (vi) the Chairperson of an Ad Hoc Committee will receive $5,000 for any six-month
period the Ad Hoc Committee is in existence and meets, with the six-month periods being October 1 through March 31 and April 1 through
September 30; and (vii) out-of-pocket expenses. The pro rata share paid by each Fund is based on the Fund’s average net assets as
a percentage of the average net assets of all the funds in the Eaton Vance family of funds. During the fiscal year ended December 31,
2021, the Trustees of each Fund earned the following compensation in their capacities as Trustees of each Fund. For the calendar year
ended December 31, 2021, the Trustees earned the following compensation in their capacities as members of the Eaton Vance Fund Boards(2):
| | 11 | Proxy Statement dated February 24, 2022 |
| |
Mark R.
Fetting |
Cynthia E.
Frost(1) |
George J.
Gorman |
Valerie A.
Mosley |
William H.
Park |
Helen Frame
Peters |
Keith
Quinton |
Marcus L.
Smith |
Susan J.
Sutherland |
Scott E.
Wennerholm(1) |
| Enhanced Equity Fund |
$5,125 |
$5,387(3) |
$6,009 |
$5,387 |
$6,417 |
$5,106 |
$4,893 |
$4,931 |
$5,456(4) |
$5,598 |
| Risk-Managed Fund |
$3,031 |
$3,188(3) |
$3,548 |
$3,188 |
$3,805 |
$3,022 |
$2,895 |
$2,917 |
$3,230(4) |
$3,313 |
| Buy-Write Income Fund |
$1,912 |
$2,009(3) |
$2,242 |
$2,009 |
$2,392 |
$1,904 |
$1,825 |
$1,839 |
$2,035(4) |
$2,088 |
| Buy-Write Opportunities Fund |
$6,550 |
$6,882(3) |
$7,689 |
$6,882 |
$8,186 |
$6,523 |
$6,251 |
$6,301 |
$6,968(4) |
$7,151 |
| Buy-Write Strategy Fund |
$535 |
$562(3) |
$627 |
$562 |
$670 |
$533 |
$510 |
$514 |
$569(4) |
$584 |
| Global Buy-Write Opportunities Fund |
$5,218 |
$5,487(3) |
$6,110 |
$5,487 |
$6,545 |
$5,200 |
$4,983 |
$5,021 |
$5,559(4) |
$5,701 |
Total Compensation from Fund and
Fund Complex(2) |
$364,625 |
$383,375(5) |
$427,125 |
$383,375 |
$457,125 |
$363,375 |
$348,179 |
$350,875 |
$388,375(6) |
$398,375 |
| (1) | As of February 1, 2022, the Eaton Vance fund complex consists of 138 registered investment companies or series thereof. Ms. Frost
and Mr. Wennerholm currently serve as Trustee to 137 funds within the Eaton Vance fund complex. |
| (2) | The compensation schedule disclosed above reflects the current compensation schedule, which may not have been in place for each Fund’s
full fiscal year ended December 31, 2021 or for the full calendar year ended December 31, 2021. Amounts do not include expenses reimbursed
to Trustees for attending Board meetings, which in the aggregate amounted to $1,482 for the calendar year ended December 31, 2021. |
| (3) | Includes deferred compensation as follows: Enhanced Equity Fund - $3,549; Risk-Managed Fund - $2,101; Buy-Write Income Fund - $1,324;
Buy-Write Opportunities Fund - $4,534; Buy-Write Strategy Fund - $370; and Global Buy-Write Opportunities Fund - $3,616. |
| (4) | Includes deferred compensation as follows: Enhanced Equity Fund - $5,456; Risk-Managed Fund - $3,230; Buy-Write Income Fund - $2,035;
Buy-Write Opportunities Fund - $6,968; Buy-Write Strategy Fund - $569; and Global Buy-Write Opportunities Fund - $5,559. |
| (5) | Includes $250,000 of deferred compensation. |
| (6) | Includes $384,337 of deferred compensation. |
Trustees of each Fund who are not affiliated with Eaton Vance may elect
to defer receipt of all or a percentage of their annual fees in accordance with the terms of a Trustees Deferred Compensation Plan (the
“Deferred Compensation Plan”). Under the Deferred Compensation Plan, an eligible Trustee may elect to have his or her deferred
fees invested in the shares of one or more funds in the Eaton Vance family of funds, and the amount paid to the Trustees under the Deferred
Compensation Plan will be determined based upon the performance of such investments. Deferral of Trustees’ fees in accordance with
the Deferred Compensation Plan will have a negligible effect on the assets, liabilities, and net income of a participating Fund, and will
not obligate a Fund to retain the services of any Trustee or obligate a Fund to pay any particular level of compensation to the Trustee.
No Fund has a retirement plan for its Trustees.
The Board recommends that shareholders vote FOR the election of
the Trustee nominees of each Fund.
NOTICE TO BANKS AND BROKER/DEALERS
Each Fund has previously solicited all Nominee and Broker/Dealer accounts
as to the number of additional proxy statements required to supply owners of shares. Should additional proxy material be required for
beneficial owners, please call 1-866-864-4942, send an email to corporateservices@astfundsolutions.com or forward such requests to AST
Fund Solutions, LLC, 55 Challenger Road, Suite 201, Ridgefield Park, NJ 07660.
ADDITIONAL INFORMATION